Exhibit 2.1


                AGREEMENT AND PLAN OF MERGER


     THIS AGREEMENT AND PLAN OF MERGER
("Agreement") is made May ___, 2004, between MidSouth
Bancorp, Inc. ("MidSouth") and Lamar Bancshares, Inc.
("Seller").

               ARTICLE 1:  Merger and Closing

     1.1     Merger.  Subject to Article 5, at the
Effective Time, as defined below, Seller will merge into
MidSouth (the "Merger") pursuant to the Agreement of
Merger in the form of Exhibit A (the "MA").

     1.2     The Closing.  The "Closing" of the Merger
will occur in MidSouth's offices at 10:00 a.m., local time,
on a date (the "Closing Date") ten business days after the
conditions in section 5.1(a) are satisfied, or some other
mutually agreeable date, except MidSouth may postpone
the Closing Date for up to 31 days or to the month's end, if
sooner, subject to the provisions of Section 6.1(c).  If all
conditions in Article 5 are satisfied or waived, at the
Closing the proper persons will take such actions as are
required to effect the Merger.

     1.3     Effective Date and Time.  The MA or
Articles of Merger, as applicable, will be filed with the
Secretaries of State of Louisiana and Texas ("Secretaries")
before or concurrently with the Closing, and the Merger
will be effective on the date (the "Effective Date") and time
(the "Effective Time") specified in the filings.

            ARTICLE 2:  Conversion of Stock of Seller

     2.1     Conversion. Except for shares as to which
dissenters' rights have been perfected and not withdrawn or
otherwise forfeited under the Texas Business Corporation
Act ("TCL") ("Dissenter's Shares"), on the Effective Date
each outstanding share of Seller common stock ("Seller
Stock") will be converted into (a) a number of shares of
MidSouth Common Stock ("Stock Consideration")equal to
$12,556,351 divided by $34, plus (b) $10,494,000 cash,
less (i) the cash amount paid to option holders pursuant to
Section 2.3(a) and (ii) the excess over $200,000 of Lamar's
legal, accounting and  investment banking fees related to
the transaction other than those incurred before March 31,
2004, and expensed on Seller's financial statements as of
and for the period ending March 31, 2004,  plus the amount
paid to Seller by option holders after the date of this
Agreement in order to exercise any options, in each case
divided by the number of shares of Seller Stock outstanding
on the Effective Date.

     2.2     Adjustment to Stock Conversion.
             (a)     If on the Closing Date the average closing
     sales price of MidSouth Stock on the American Stock
     Exchange ("AMEX") for the 10 trading days ending the
     day before the Closing Date ("Average Price") is less than
     $31.50 per share, MidSouth shall adjust the conversion rate
     by multiplying the conversion rate by 1.07937.  If on the
     Closing Date the Average Price exceeds $36.50, the
     conversion rate shall be adjusted by multiplying the
     conversion rate by 0.93151.  If the Average Price is below
     $29.00, Lamar may terminate the transaction.

             (b)     If, between the date of this Agreement and
     the Effective Time, the record date occurs (or, if no record
     date is established, the date of the event or transaction
     occurs) for the distribution or issuance by MidSouth of a
     stock dividend with respect to shares of MidSouth
     Common Stock, or a combination, subdivision,
     reclassification, or split of issued and outstanding shares of
     MidSouth Common Stock, such that the number of issued
     and outstanding shares of MidSouth Common Stock is
     increased or decreased, then the Stock Consideration shall
     be adjusted so the shareholders shall receive, in the
     aggregate, such number of shares of MidSouth Common
     Stock representing the same percentage of shares of
     MidSouth Common Stock outstanding at the Effective
     Time as would have been represented by the number of
     shares of MidSouth Common Stock the shareholders of
     Sellers would have received if any of the foregoing actions
     had not occurred.

     2.3     Options.  All options outstanding on this
Closing Date shall be cancelled, and option holders of
Lamar will receive from MidSouth on the day following
the Closing Date in connection with the cancellation of
their options on the Closing Date, (a) a cash amount equal
to the same consideration (in stock and cash) payable to
shareholders pursuant to Sections 2.1 and 2.2, less the
exercise price for the options; plus (b) a cash amount equal
to the amount of tax savings that may be realized by
MidSouth attributable to the payment made pursuant to
Section 2.3(a).

     2.4     Exchange of Certificates.  Not more than 10
business days after the Effective Time, each holder of
Seller Stock (other than holders of Dissenter's Shares),
upon surrender of his stock certificate to MidSouth together
with a completed letter of transmittal in the form provided
by MidSouth, will be entitled to receive his or her Stock
Consideration and cash, less any applicable tax
withholding.

     2.5     Fractional Shares.  In lieu of issuing any
fractional shares of Stock Consideration, each holder of
Seller Common Stock who would otherwise be entitled
thereto, after aggregating into whole shares all fractional
shares of Stock Consideration to which such holder is
entitled by virtue of the Merger, upon surrender of the
certificates, will receive cash equal to such fractional share
multiplied by the Average Price.

     2.6     Closing Deliveries.  At the Closing each
party shall deliver such certificates and assignments as are
required by this Agreement or are reasonably requested by
the other party or its counsel.

         ARTICLE 3:  Representations and Warranties

     3.1     Mutual Representations and Warranties.
Each party represents and warrants to the other that:

             (a)     Organization; Qualification.  It is a business
     corporation duly organized and validly existing under the
     Louisiana Business Corporation Law ("LBCL") in the case
     of MidSouth and the TCL in the case of Seller, is (and
     Seller's subsidiary Lamar Delaware Financial Corporation,
     a Delaware corporation ("Holding") is) a bank holding
     company within the meaning of the Bank Holding
     Company Act, has all requisite corporate power and
     authority to own and lease its property and to carry on its
     business as currently being conducted and is qualified and
     in good standing wherever the failure to so qualify would
     have a material adverse effect on its financial condition,
     results of operations, business or prospects ("Material
     Adverse Effect").

             (b)     Corporate Authorization; No Conflicts.
     Subject to any required shareholder approval, all acts
     required for the due and valid authorization, execution,
     delivery and performance of this Agreement and
     consummation of the Merger have been validly taken.
     Subject to required shareholder and regulatory approvals,
     this Agreement is its binding obligation, enforceable in
     accordance with its terms, except to the extent limited by
     bankruptcy and other similar laws and court decisions
     affecting the enforcement of creditors' rights generally and
     by general equitable principles.  Neither the execution,
     delivery or performance of this Agreement nor the
     consummation of the Merger will (i) violate, conflict with,
     or breach any provisions of, (ii) constitute, or with notice or
     lapse of time or both would constitute, a default under, (iii)
     result in the termination of or accelerate the performance
     required by, or (iv) result in the creation of any
     encumbrance upon any of its material assets under, its or its
     subsidiaries ("subs") articles of incorporation, by-laws or
     any material instrument to or by which it or its subs or any
     material portion of its or its subs assets is bound; or violate
     any order, writ, injunction, decree, statute, rule or
     regulation of any governmental body ("Law") applicable to
     it or its subs or any material portion of its assets.

            (c)     Brokers or Finders Fees.  No person is
     entitled to any commission, brokers, finders or financial
     advisory fee from it, Holding or its subsidiary bank in
     connection with the Merger, except for Bank Advisory
     Group, LLC pursuant to an engagement letter a copy of
     which has been delivered to MidSouth.

            (d)     Community Reinvestment Act; Fair
     Lending.  It and its subsidiary bank and Holding each has
     complied in all material respects with the Community
     Reinvestment Act ("CRA") and the rules and regulations
     thereunder, has a CRA rating of not less than
     "satisfactory", and has received no material criticism from
     regulators with respect to discriminatory lending practices
     or compliance with fair lending laws.

            (e)     Accuracy of Statements. Nothing herein or
     in any information furnished or to be furnished by it
     pursuant hereto, contains or will contain, as of the date
     hereof, the date of the Proxy Statement (defined in section
     4.2) and the Closing Date, when taken together, an untrue
     statement of a material fact or an omission of a material
     fact necessary to make the statements contained therein, in
     light of the circumstances in which made, not misleading.

     3.2     Additional Seller Representations and
Warranties.  Seller represents and warrants to MidSouth
that, except as set forth in the Exceptions Schedule it has
delivered to MidSouth:

             (a)     Capital Stock; Other Interests.  Its
     authorized capital stock consists of 1,000,000 shares of
     common stock, $1.00 par value per share, of which 222,339
     shares are issued and outstanding and 22,421 shares are
     held in its treasury.  All outstanding shares of it and of the
     capital stock of Holding and its wholly-owned subsidiary,
     Lamar Bank (the "Bank"), have been duly authorized and
     are validly issued, fully paid and non-assessable.  Except as
     disclosed in the Exceptions Schedule there are no stock
     options or other rights (including conversion rights)
     outstanding to acquire, or any obligation to issue, sell or
     deliver any of such rights or any shares of, its or Holding's
     or Bank's capital stock.  Neither it nor Holding nor Bank
     has any equity or voting interest exceeding 1% in any entity
     other than its interest in Holding and Bank, of which it
     directly or indirectly owns all of the 1,000 and 60,000
     shares respectively, outstanding, free and clear of any liens,
     equities or encumbrances whatsoever.

            (b)     Financial Statements and Reports.  It has
     delivered to MidSouth (i) its balance sheets as of December
     31, 2002 and 2003, and as of March 31, 2004, and the
     related statements of income, shareholders' equity and
     changes in financial position ("Operating Statements") for
     the respective years and three months then ended, the
     related notes thereto, and the report of its independent
     public accountants with respect thereto in the case of
     annual financial statements (collectively, the "Financial
     Statements"), (ii) all call reports made by Bank to any
     regulatory agency and all reports made by it or Holding to
     the Federal Reserve Board since, and to the extent
     permitted by law all examination reports with respect to it,
     Holding or Bank or made by any regulatory authority since,
     December 31, 2000, and (iii) its reports or proxy statements
     sent to shareholders in 2001 and thereafter.  The Financial
     Statements have been and the financial statements
     delivered pursuant to section 4.7 will be prepared in
     conformity with generally accepted accounting principles
     ("GAAP") applied consistently with prior periods, and
     present  and will present fairly, in conformity with GAAP,
     its results of operations for the respective periods covered
     thereby, and its financial condition as of the respective
     dates thereof.  All reports referred to in clause (ii), above,
     have been filed on the appropriate form and prepared in all
     material respects in accordance with the requirements of
     the regulating agency.  It, Holding and Bank do not have,
     nor are any of their assets subject to, any material liability
     or obligation of any kind, whether absolute, accrued,
     contingent, known, unknown, matured or unmatured, that is
     not reflected and adequately reserved against in the latest
     balance sheet forming part of the Operating Statements (the
     "Latest Balance Sheet").

             (c)     Loan and Investment Portfolios.  All loans,
     discounts and financing leases in which it, Holding or Bank
     is lessor ("Credits") reflected on the Latest Balance Sheet
     (i) were, at the time and under the circumstances made,
     made for adequate consideration in the ordinary course of
     business, (ii) are evidenced by instruments that are true and
     genuine and (iii) if secured, have been secured by valid
     perfected security interests.  Accurate lists of all such
     Credits and of its, Holding's and Bank's investment
     portfolio as of the Latest Balance Sheet date have been
     made available to MidSouth.

             (d)     Loss Reserves.  Each allowance for losses
     on Credits and other real estate owned reflected on the
     Latest Balance Sheet is adequate in accordance with
     applicable regulatory guidelines and GAAP in all material
     respects, and there are no circumstances reasonably likely
     to require in accordance with such guidelines or GAAP a
     future material increase in any provisions for such losses or
     a material decrease in any of such allowances.  Each such
     allowance after the Latest Balance Sheet date will be
     adequate in accordance with such guidelines and GAAP in
     all material respects.

             (e)     Absence of Certain Changes or Events.
     Since the Latest Balance Sheet date, there has been no
     circumstance that has had, or can reasonably be anticipated
     to have, a Material Adverse Effect, as defined below.  It,
     Holding and Bank have not, since the Latest Balance Sheet
     date, nor will have, without the consent of MidSouth's
     chief executive officer or his designee, from the date hereof
     through the Closing Date:

                    (i)     except in the ordinary course of
     business, (A) borrowed or loaned any money or pledged
     any of its credit, (B) mortgaged or otherwise subjected any
     asset to any encumbrance or liability, (C) transferred any of
     its assets in excess of $25,000 in the aggregate, or (D)
     incurred any material liability or obligation of any kind
     whatsoever, whether accrued, contingent, known,
     unknown, matured or unmatured;

                    (ii)    experienced any material change in
     asset concentrations as to customers or industries or in the
     nature and source of its liabilities or in the mix of interest-
     bearing and non-interest bearing deposits;

                    (iii)   had knowledge or reason to believe
     that any material labor unrest exists among, or that anyone
     has attempted to organize, any of its employees; or that any
     customer having deposits in excess of $200,000 or loans in
     excess of $1,000,000 or trust assets in excess of $1,000,000
     has terminated or intends to terminate such customer's
     relationship with it;

                    (iv)    failed to operate its business in the
     ordinary course consistent with past practices, to preserve
     its business organization substantially intact or to preserve
     the goodwill of its customers and others with whom it has
     material business relations;

                    (v)     incurred or suffered any material loss
     not adequately reserved against on the Latest Balance Sheet
     or waived any material right;

                    (vi)    other than in the ordinary course of
     business consistent with past practices, canceled any
     material debt owed to it or any of its material claims, or
     paid any of its noncurrent obligations or liabilities;

                    (vii)   made any capital expenditure in
     excess of $25,000, or opened or renovated any ATM or
     branch office, provided, however, it is understood that the
     Bank is presently considering a substantial renovation and
     improvement to the Bank's College Station, Texas branch
     office;

                    (viii)  paid or agreed to pay any money to
     any of its present or former directors, officers or employees
     except pursuant to current pay schedules, or increased the
     compensation (including salaries, fees, bonuses, profit
     sharing, incentive, pension, retirement or other similar
     payments) of any such person except for a cost-of-living
     increase aggregating approximately $25,000 (annual)
     provided to certain nonofficer employees as of April 15,
     2004 and except as otherwise required by law or is in the
     ordinary operation of employee benefit plans covered by
     ERISA;

                    (ix)   changed any accounting practice
     used in preparing the Financial Statements except as
     required by GAAP;

                    (x)    made any Credit which has not been
     (A) at the time and under the circumstances made, made for
     adequate consideration in the ordinary course of business,
     (B) evidenced by instruments that are true and genuine and
     (C) fully reserved against in an amount sufficient to
     provide for all net charge-offs reasonably anticipated in the
     ordinary course; or

                    (xi)   made any commitment to do any of
     the foregoing.

          (f)     Taxes.   Each of it, Holding and Bank has
     timely filed all required tax returns, tax information returns
     and reports required to be filed, paid all taxes, interest
     payments and penalties that were due, made (and will
     make) adequate provision for payment of all taxes
     accruable for all periods ending on or before the Closing
     Date (other than those being contested in good faith that
     have been disclosed to MidSouth in the Exceptions
     Schedule), and are not delinquent in the payment of any
     material amount of tax or governmental charge of any
     nature.  No audit, examination or investigation is currently
     being conducted or threatened, and no material unpaid tax
     deficiencies or additional liabilities have been proposed, by
     any taxing authority; and no agreements for extension of
     time for the assessment of any tax have been made by or on
     behalf of it, Holding or Bank.

          (g)    Assets.

                 (i)     Except with respect to assets
     disposed of for adequate consideration in the ordinary
     course after the Latest Balance Sheet date, each of it,
     Holding and Bank have good and merchantable title to all
     material assets reflected on the Latest Balance Sheet or
     acquired thereafter, free of all restrictions and
     encumbrances except for (A) encumbrances that secure
     debt properly reflected on the Latest Balance Sheet or
     which secure deposits of public funds; (B) liens for taxes
     accrued but not yet payable; (C) liens arising as a matter of
     law in the ordinary course with respect to obligations
     incurred after the Latest Balance Sheet date that are not
     delinquent or are being contested in good faith; (D) such
     imperfections of title and encumbrances as do not
     materially detract from the value or materially interfere
     with the present use or merchantability of any such asset;
     and (E) capital leases and leases, if any, to third parties for
     fair and adequate consideration.  It, Holding and Bank each
     owns, or has valid leasehold interests in, all material assets
     used in its business.

                 (ii)    Except for financing leases in which
     it, Holding or Bank is lessor, (A) each lease of any real
     property or any material personal property to which it,
     Holding or Bank is a party is valid and in full force and
     effect in accordance with its terms in all material respects;
     (B) all rents and other amounts due thereunder have been
     paid; (C) there exists no default, or event which with the
     giving of notice, the lapse of time or both would become a
     default, thereunder; and (D) the Merger will not constitute a
     default or a cause for termination or modification of any
     such lease.

                 (iii)   Except as permitted by Section
     4.6(b)(B) each of it, Holding and Bank has no obligation to
     sell or otherwise dispose of any substantial part of its assets
     or to sell or dispose of any of its assets except in the
     ordinary course consistent with past practices.

          (h)     Legal Proceedings and Compliance with
     Laws.  (i) There are no claims, actions, suits, proceedings,
     arbitrations or investigations ("Actions") pending or
     threatened, nor does it, Holding or Bank have knowledge of
     a basis for any Action, in any court or before any
     governmental body or arbitration panel or otherwise,
     against it, Holding or Bank; (ii) Each of it, Holding and
     Bank has complied with and is not in default in any
     material respect under, and has not been charged or
     threatened with or come under investigation concerning
     any material violation of, any Law; and (iii) There are no
     material uncured violations, or violations with respect to
     which material refunds or restitution may be required, cited
     in any report to it, Holding or Bank as a result of
     examination by any regulatory authority, nor is it subject to
     any written agreement, memorandum or order with or by
     any regulatory authority.

          (i)     Benefit Plans.

                  (i)     The Exceptions Schedule lists all (A)
     pension, retirement, profit sharing, deferred compensation,
     stock option, stock ownership, severance pay, vacation,
     bonus, and incentive plans or arrangements, (B) medical,
     vision, dental or other health plans, policies or
     arrangements, (C) life, health or disability plans, policies or
     arrangements, (D) employment, retention or severance
     contracts or arrangements and (E) fringe benefits or
     perquisites, provided or which may be provided by it,
     Holding or Bank, to any present or past employee, director
     or the spouse or beneficiaries thereof (collectively, the
     "Benefits").  True and complete copies of all Benefit
     documents and written agreements established or
     maintained and currently in force during the preceding five
     years, together with copies of any tax determination letters,
     trust agreements, summary plan descriptions, insurance
     contracts, investment management agreements established
     or maintained during the preceding five years and the three
     most recent annual reports on form series 5500 with respect
     to any plan or arrangement have been made available to
     MidSouth.

                  (ii)    Except for the plans identified as
     such on the Exceptions Schedule (the "Plans"), each of it,
     Holding and Bank has not at any time sponsored,
     maintained or contributed to any employee benefit plan that
     is subject to the Employee Retirement Income Security Act
     of 1974 ("ERISA"), in which any employee is or was a
     participant.  All contributions required by it have been
     made, all insurance premiums required have been paid and
     each Plan has been maintained and administered in all
     material respects in compliance with its terms and all
     applicable laws.  No transaction has occurred that could
     result in the imposition of a tax or penalty under the
     Internal Revenue Code (the "Code") or ERISA; there is no
     matter relating to any such Plan pending or threatened, nor,
     to its, Holding's and Bank's knowledge, are there any
     circumstances that could lead to (other than routine filings
     such as qualification determination filings) proceedings
     before, or administrative actions by, any governmental
     agency; there are no Actions pending or threatened
     (including, without limitation, breach of fiduciary duty
     actions, but excluding routine uncontested claims for
     benefits) against any such Plan or its assets.  Each of it,
     Holding and Bank has complied in all material respects
     with the reporting and disclosure requirements of ERISA
     and the Code.  No Plan is a multi-employer plan within the
     meaning of ERISA.  A favorable determination or opinion
     letter has been issued by the IRS with respect to each Plan
     intended to be qualified under Code Section 401(a), the IRS
     has taken no action to revoke any such letter and nothing
     has occurred which would cause the loss of such
     qualification.  Each of it, Holding and Bank has not
     sponsored, maintained or made contributions to any
     arrangement subject to ERISA Title IV or to Code Section
     412 or providing for post-retirement medical benefits.

                  (iii)    All group health plans of it, Holding
     and Bank to which Code Section 4980B(f) or ERISA
     Section 601 applies are in full compliance with the
     continuation coverage requirements of Code Section
     4980B(f) and ERISA Section 601 and any prior violations
     of such Sections have been cured.

                  (iv)    Except as expressly provided in
     section 4.13 and section 4.15, the Merger will not (A) result
     in the imposition of any obligation or liability on it,
     Holding, Bank or MidSouth to provide Benefits or make
     any payment to any of its current or former employees or
     (B) result in a prohibited transaction as such term is used in
     Code Section 4975 or ERISA Section 406.

          (j)     Insurance.   Each of it, Holding and Bank
     maintains in force insurance policies and bonds in such
     amounts and against such liabilities and hazards as are
     customary for institutions of its size and type.  Each of it,
     Holding and Bank is not now liable, nor will it become
     liable, for any material retroactive premium adjustment.
     All policies are in full force and effect, and neither it,
     Holding nor Bank has received any notice of a material
     premium increase or cancellation with respect to any of its,
     Holding's or Bank's insurance policies or bonds now in
     effect.  Within the last three years, neither it nor Holding
     nor Bank has been refused any insurance sought or has
     reason to believe that its existing insurance coverage cannot
     be renewed upon terms as favorable as those presently in
     effect.

          (k)     Commitments.  Except as set forth on the
     Schedule of Exceptions,

                  (i)     neither it nor Holding nor Bank is a
     party to any (A) collective bargaining agreement; (B)
     agreement, contract or commitment ("Commitment") with
     any employee not terminable at will without penalty by it,
     Holding or Bank; (C) obligation of guaranty or
     indemnification except, if entered into in the ordinary
     course with respect to customers, letters of credit,
     guaranties of endorsements and guaranties of signatures
     and except for provisions of applicable law or provisions of
     its, Holding's and Bank's Articles of Incorporation and By-
     laws relating to indemnification of directors and officers, as
     to which there is no pending or threatened claim; (D)
     Commitment which will or may reasonably be expected to
     have a Material Adverse Effect; or (E) Commitment
     limiting its, Holding's or Bank's freedom to engage in any
     line of business or to compete with any person with respect
     to an activity permitted to it, Holding and Bank by
     applicable law.

                  (ii)    The Exceptions Schedule lists each
     material Commitment (except usual and customary
     instruments entered into in the ordinary course with respect
     to loans, lines of credit, letters of credit, depositor
     agreements, certificates of deposit and similar banking
     activities, and routine maintenance agreements) to which it,
     Holdings or Bank is a party.  Neither it nor Holding nor
     Bank has in any material respect breached, nor is there any
     pending or threatened claim that it, Holding or Bank has
     breached, any of the terms of any of its material
     Commitments.

          (l)     Authorizations.  Each of it, Holdings and
     Bank has all licenses, franchises, permits and other
     authorizations ("Authorizations") necessary for the
     continued conduct of its, Holding's and Bank's business
     without interference or interruption.  Bank's deposits are
     insured by the FDIC to the extent provided by law, and
     there are no pending or threatened Actions to revoke or
     modify that insurance or for relief under 12 U.S.C. 1818.

          (m)     Corporate Documents.  It has delivered to
     MidSouth copies of its, Holding's and Bank's articles of
     incorporation and by-laws and has made available all of its,
     Holding's and Bank's corporate minutes.  All of the
     foregoing and all of its stock transfer records are current,
     complete and correct in all material respects.

          (n)     Certain Transactions.  No past or present
     director, executive officer or five percent shareholder of it,
     Holding or Bank has, since January 1, 2000, engaged in
     any transaction or series of transactions which, if it,
     Holding or Bank had been subject to Section 14(a) of the
     Securities Exchange Act of 1934 (the "34 Act") at all times
     since that date, would be required to be disclosed pursuant
     to Item 404 of Regulation S-K of the Securities and
     Exchange Commission ("SEC").

          (o)     Environmental Matters.

                  (i)     Each of it, Holding and Bank has
     obtained all material required Authorizations under any
     applicable Environmental Requirement (as hereinafter
     defined) in connection with the operation of its businesses
     and ownership of its properties (collectively, the
     "Properties"), including without limitation properties
     acquired by foreclosure or in settlement of loans (but not
     including properties in which Bank has an interest only as
     mortgagee or other type of security interest, so long as
     Bank is not an operator of such properties under applicable
     Environmental Requirements); and is in compliance in all
     material respects with all terms of such Authorizations and
     with all applicable Environmental Requirements.  There are
     no past or present circumstances related in any manner to
     it, Holding or Bank or to the Properties that did or would,
     in any material respect, violate or prevent compliance with
     any Environmental Requirement, or give rise to any
     material Environmental Liability, as hereinafter defined.
     There is no Action pending or threatened by any person
     against it, Holding or Bank, or any prior owner of any of
     the Properties and relating to the Properties, relating in any
     way to any Environmental Requirement or seeking to
     impose any Environmental Liability.  Neither it, nor
     Holding, nor Bank is subject to any material Environmental
     Liability not adequately reserved against on the Latest
     Balance Sheet.

                  (ii)    "Environmental Requirement"
     means all Laws relating to the protection of human health
     or the environment.  "Environmental Liability" means any
     liability or obligation (of any kind whatsoever, whether
     absolute or contingent, accrued or unaccrued, known or
     unknown) arising under any Environmental Requirement or
     under any other liability theory relating to release or
     threatened release into the environment, of any hazardous
     materials, pollutant, contaminant, chemical, or industrial,
     toxic or hazardous substance or waste.

          (p)     Commitment Letters.  Each of its, Holding's
     and Bank's directors and 5% shareholders, and each officer
     of it, Holding and Bank listed on Schedule 3.2(p), has
     executed and delivered to MidSouth a Commitment Letter
     in the form of Exhibit B.

     3.3  Additional MidSouth Representations and
Warranties.  MidSouth represents and warrants to Seller
that, except as set forth in the Exceptions Schedule it has
delivered to Seller:

          (a)     Capital Stock; Other Interests.  Its
     authorized capital stock consists of 10 million shares of
     common stock, $.10 par value per share, of which at May
     26, 2004, 3,198,117 shares (plus shares issued in the
     normal course after May 26, 2004 pursuant to stock option
     plans, the Directors Deferred Compensation Plan, or
     MidSouth's Dividend Reinvestment Plan) are issued and
     outstanding and 14,684 shares are held in its treasury.  All
     outstanding shares of it and of the capital stock of
     MidSouth National Bank ("MidSouth Bank") have been
     duly authorized and are validly issued, fully paid and non-
     assessable.  Except as disclosed in the Exceptions Schedule
     there are no stock options or other rights (including
     conversion rights) outstanding to acquire, or any obligation
     to issue, sell or deliver any of such rights or any shares of,
     its or MidSouth Bank's capital stock.  Neither it nor
     MidSouth Bank has any equity or voting interest exceeding
     1% in any entity other than its interest in MidSouth Bank,
     of which it owns all of the shares outstanding, free and
     clear of any liens, equities or encumbrances whatsoever.

          (b)     Financial Statements and Reports.  It has
     delivered to Seller (i) its balance sheets as of December 31,
     2002 and 2003, and March 31, 2004 and the related
     statements of income, shareholders' equity and changes in
     financial position ("Operating Statements") for the
     respective years and three months then ended, the related
     notes thereto, and the report of its independent public
     accountants with respect thereto with respect to annual
     statements (collectively, the "Financial Statements"), (ii) all
     call reports made by MidSouth Bank to any regulatory
     agency and all reports made by it to the Federal Reserve
     Board since, and to the extent permitted by law all
     examination reports with respect to it MidSouth Bank or
     made by any regulatory authority since, December 31,
     2000, and (iii) its reports or proxy statements sent to
     shareholders in 2001 and thereafter.  The Financial
     Statements have been and the financial statements
     delivered pursuant to section 4.7 will be prepared in
     conformity with generally accepted accounting principles
     ("GAAP") applied consistently with prior periods, and
     present  and will present fairly, in conformity with GAAP,
     its results of operations for the respective periods covered
     thereby, and its financial condition as of the respective
     dates thereof.  All reports referred to in clause (ii), above,
     have been filed on the appropriate form and prepared in all
     material respects in accordance with the requirements of
     the regulating agency.  It and MidSouth Bank do not have,
     nor are any of their assets subject to, any material liability
     or obligation of any kind, whether absolute, accrued,
     contingent, known, unknown, matured or unmatured, that is
     not reflected and adequately reserved against in the latest
     balance sheet forming part of the Operating Statements (the
     "Latest Balance Sheet").

          (c)     Absence of Certain Changes or Events.
     Since the Latest Balance Sheet date, there has been no
     circumstance that has had, or can reasonably be anticipated
     to have, a Material Adverse Effect.

          (d)     Taxes.   Each of it and MidSouth Bank has
     timely filed all required tax returns, tax information returns
     and reports required to be filed, paid all taxes, interest
     payments and penalties that were due, made (and will
     make) adequate provision for payment of all taxes
     accruable for all periods ending on or before the Closing
     Date (other than those being contested in good faith that
     have been disclosed to Seller in the Exceptions Schedule),
     and are not delinquent in the payment of any material
     amount of tax or governmental charge of any nature.  No
     audit, examination or investigation is currently being
     conducted or threatened, and no material unpaid tax
     deficiencies or additional liabilities have been proposed, by
     any taxing authority; and no agreements for extension of
     time for the assessment of any tax have been made by or on
     behalf of it or MidSouth Bank.

          (e)     Legal Proceedings and Compliance with
     Laws.  (i) There are no claims, actions, suits, proceedings,
     arbitrations or investigations ("Actions") pending or
     threatened, nor does it or MidSouth Bank have knowledge
     of a basis for any Action, in any court or before any
     governmental body or arbitration panel or otherwise,
     against it and MidSouth Bank; (ii) Each of it MidSouth
     Bank has complied with and is not in default in any
     material respect under, and has not been charged or
     threatened with or come under investigation concerning
     any material violation of, any Law; and (iii) There are no
     material uncured violations, or violations with respect to
     which material refunds or restitution may be required, cited
     in any report to it or MidSouth Bank as a result of
     examination by any regulatory authority, nor is it subject to
     any written agreement, memorandum or order with or by
     any regulatory authority.

          (f)    Authorizations.  Each of it and MidSouth
     Bank has all licenses, franchises, permits and other
     authorizations ("Authorizations") necessary for the
     continued conduct of its and MidSouth Bank's business
     without interference or interruption.  MidSouth Bank's
     deposits are insured by the FDIC to the extent provided by
     law, and there are no pending or threatened Actions to
     revoke or modify that insurance or for relief under 12
     U.S.C. 1818.

          (g)    Corporate Documents.  It has delivered to
     Seller copies of its, Holding's and Bank's articles of
     incorporation and by-laws and has made available all of its
     MidSouth Bank's corporate minutes.  All of the foregoing
     and all of its reports filed with the Securities and Exchange
     Commission and its stock transfer records are current,
     complete and correct in all material respects.

     3.4  Material Adverse Effect.  As used in this
Agreement the term "Material Adverse Effect" shall mean,
an event, change, violation, circumstance or effect
("Effect"), individually or when taken together with all
other such Effects, that is or is reasonably likely to (i) be
materially adverse to the financial condition, assets,
capitalization, management, business, prospects or results
of operations of such party and its subsidiaries, taken as a
whole, or (ii) materially impair the authority or ability of
such party to perform its obligations under this Agreement
or to consummate the Merger or the other transactions
contemplated by this Agreement; provided however that, in
no event shall any of the following, alone or in
combination, be taken into account in determining whether
there has been or will be, a Material Adverse Effect with
respect to any party: (v) any Effect resulting from changes
in GAAP or regulatory generally applicable to banks or
their holding companies, (w) any direct Effects of
compliance with the terms and conditions of this
Agreement on the operating performance of such party,
including expenses incurred by such party in
consummating the transactions contemplated by this
Agreement, (x) any Effect resulting from the announcement
or pendency of the Merger, (y) any Effect resulting from
actions or omissions of a party taken with the prior
informed consent of the other parties in contemplation of
the transactions contemplated hereby, or (z) any Effect that
results from changes affecting the banking industry, either
generally or in Texas, Southwest Louisiana, or the United
States or Louisiana economies generally (which changes in
each case do not disproportionately affect such entity in
any material respect).

                   ARTICLE 4:  Covenants

     Each party covenants and agrees with the other as
follows:

     4.1  Cooperation and Best Efforts.  It will
cooperate with the other and use its best efforts to satisfy
all requirements of law for, and all conditions herein to, the
consummation of the Merger, and to effect the Merger at
the earliest practicable date.

     4.2  Registration and Proxy Statements.
MidSouth will prepare, and within 45 days of receipt by it
from Seller of all information about Seller necessary to be
included therein (which MidSouth agrees to request of
Seller within 5 business days from the date of this
Agreement), file a Registration statement (the "Registration
Statement"), and cooperate with Seller in Seller's
preparation of its proxy statement (the "Proxy Statement"),
which shall be part of the Registration Statement, for the
purpose of registering the Stock Consideration to be issued
hereunder and submitting this Agreement to Seller's
shareholders for approval, and Seller will as promptly as
practicable after the date hereof furnish all information
relating to it and its subsidiaries as MidSouth may
reasonably request for inclusion in the Registration
Statement; provided that the form and content of the Proxy
Statement shall be reasonably acceptable to Seller.  All
expenses of preparing and filing the Registration Statement
and Proxy Statement (other than the fees and expenses of
Lamar's professional advisors) shall he borne by MidSouth,
and all expenses of printing and mailing the Proxy
Statement and holding Seller's stockholders meeting shall
be borne by Seller.

     4.3  Press Releases.  It will cooperate with the
other in the preparation of any press releases relating to this
Agreement.  Without the prior consent of the other party's
chief executive officer or his designee, it will not issue any
press release or other written statement for general
circulation relating to the Merger, except as may otherwise
be required by law.

     4.4  Investigations.  Seller will provide
MidSouth and its authorized representatives reasonable
access during all reasonable times to its Holding's and
Bank's premises, properties, books and records, and furnish
such information respecting its Holding's and Bank's
business as MidSouth may from time to time reasonably
request, except as restricted by Law.  If this Agreement is
terminated for any reason, MidSouth will return without
retaining copies thereof (except for one copy for use in
defending itself in any dispute between it and Seller), all
non-public materials obtained pursuant hereto and will
destroy all work papers derived therefrom or prepared
based on such information (except for one copy for use as
stated above).   For two years following such termination,
MidSouth will keep such information confidential, except
as may be required by law, and not use it in connection
with its business and shall cause its employees, agents and
representatives to do the same, in each case unless such
information has become publicly available through no fault
of MidSouth.

     4.5  Preservation of Business.  Seller will use its
best efforts to preserve the possession and control of all of
its, Holding's and Bank's assets (other than those
consumed or disposed of for value in the ordinary course),
and the goodwill of customers and others having business
relations with them, and will do nothing knowingly to
impair their ability to keep and preserve their business as it
exists on the date hereof.

     4.6  Conduct of Business.  Seller will, and will
cause Holding and Bank to, conduct its business only in the
ordinary course consistent with past practices.  In addition,
except as otherwise provided herein, neither Seller nor
Holding nor Bank will, whether or not in the ordinary
course, without the prior consent of MidSouth's chief
executive officer or his designee:

          (a)     cause or permit a breach of any of its
     covenants or cause or permit any representation or warranty
     of it to become untrue, as if each such representation and
     warranty were continuously made from the date hereof;

          (b)     declare, pay or make any dividend or
     distribution on, or reclassify or acquire, or issue (except
     upon exercise of options outstanding on the date of this
     Agreement) or sell any additional shares of or any
     securities or obligations convertible into or exchangeable
     for, its capital stock except that Seller may declare and pay
     (A)(i) quarterly distributions of a pro rata amount of 34%
     of taxable income for the preceding quarter, (ii) its regular
     quarterly dividend of $1.50 per share at its regular time in
     April, 2004, (iii) if the transactions contemplated hereby
     are not consummated by August 31, 2004 an additional
     dividend of $1.50 per share (iv) if the transactions
     contemplated hereby are not consummated by October 31,
     2004, an additional dividend of $1.50 per share, and if the
     transactions contemplated hereby are not consummated by
     December 31, 2004, an additional dividend of $1.50 per
     share, and (B) a distribution of all of its rights and related
     liabilities with respect to its product known as "E
     Statement," provided that after such dividend MidSouth
     will have no obligation or liability whatsoever with respect
     to E Statement or related activities;

          (c)     amend its Articles or by-laws, or adopt or
     amend any resolution or agreement concerning
     indemnification of its directors or officers except such
     resolutions as may be necessary to implement provisions of
     its Articles or by-laws currently in effect in response to a
     claim for indemnification made pursuant thereto, or fail to
     maintain its books and records in the usual manner on a
     basis consistent with that heretofore employed;

          (d)     place or suffer to exist on any of its assets or
     properties any mortgage, pledge, lien, charge or other
     encumbrance, except those of the character described in
     section 3.2(g)(i), or, other than in the ordinary course of
     business consistent with past practices, or as disclosed in
     the Exceptions Schedule, cancel any material indebtedness
     to it or any material claims which it may have had, or
     waive any right of substantial value or discharge or satisfy
     any material noncurrent liability;

          (e)     enter into any new line of business or merge
     or consolidate with another entity, or sell or otherwise
     dispose of a substantial part of its assets, or sell or dispose
     of any of its assets other than sales (i) in the ordinary
     course of business of investment securities having not more
     than $100,000 in market value, (ii) of Credits for not less
     than book value, or (iii) of any asset held as other real
     estate or other foreclosed assets for an amount not less than
     95% of its book value at the Latest Balance Sheet date;

          (f)     violate in any material respect any Law;

          (g)     fail to pay, or to make adequate provision in
     all material respects for the payment of, all taxes, interest
     payments and penalties due and payable (and/or accruable
     for all periods or portions of periods up to the Effective
     Date) to any taxing authority, except those being contested
     in good faith by appropriate proceedings and for which
     sufficient reserves have been established;

          (h)     acquire investment securities having an
     aggregate market value greater than $100,000 or that are
     less than investment grade;

          (i)     charge off (except as may otherwise be
     required by law or by regulatory authorities or by GAAP
     consistently applied) any Credit, or make or enter into any
     commitments to make any Credit which in either case (i)
     varies materially from its written credit policies, copies of
     which have been made available to MidSouth, or (ii)
     exceeds $25,000;

          (j)     issue or deliver any Seller Stock certificate
     to replace any certificate claimed to be lost, destroyed or
     stolen without requiring an indemnity agreement and a
     bond from a solvent insurance company, in favor of
     MidSouth and Seller and their respective transfer agents
     against any loss resulting from the issuance or delivery of
     such replacement certificate;

          (k)     reduce its reserve for loan losses below the
     amount recorded on its Financial Statements at March 31,
     2004;

          (l)     except as provided in the second-to-last
     sentence of Section 4.14(a) increase the salary or any of its
     employees, increase fees to any of its directors, or pay any
     bonus to any of its employees or directors, or enter into any
     transaction other than normal banking transactions with any
     director, officer or affiliate, except that Seller may pay in
     December 2004 the annual incentive bonuses to its
     employees and directors in accordance with Bank's current
     "Annual Executive Compensation Policy" as in effect on
     the date hereof, if Bank has been accruing appropriately
     and will continue to accrue such bonuses on its financial
     statements through the Closing Date; or

          (m)     commit to do any of the foregoing.

     4.7  Additional Information.  Seller will provide
MidSouth (a) with prompt notice of any circumstance that
has had or is reasonably likely to have a Material Adverse
Effect, (b) as soon as available, true, correct and complete
copies of any financial statements and other documents of
the type referred to in section 3.2(b), and (c) promptly upon
its dissemination, any report sent to its shareholders.

     4.8  Seller Shareholder Approval.  Seller's Board
will submit this Agreement to its shareholders in
connection with their vote to approve the Merger
Agreement in accordance with the TCL at a meeting duly
called and convened for that purpose as soon as practicable
after all regulatory filings have been made.

     4.9  Commitment Letters.  Seller will use its best
efforts to obtain by the Closing Date, from each director,
executive officer and 5% shareholder of it, Holdings or
Bank who becomes a director, executive officer or 5%
shareholder after the date hereof, a Commitment Letter in
the form of Exhibit B.

     4.10 Prohibited Negotiations.

          (a)     Seller agrees that, from the date of this
     Agreement until the earlier of the Effective Date or the
     termination of this Agreement, neither it nor any of its
     subsidiaries or affiliates, nor any of the officers and
     directors of it or its subsidiaries or affiliates shall,
     and that it shall cause its and its subsidiaries' and
     affiliates' employees, agents and representatives
     (including any investment banker, attorney or accountant
     retained by it or any of its subsidiaries) not to, directly
     or indirectly, (i) initiate, solicit, encourage or knowingly
     facilitate any inquiries or the making of any Acquisition
     Proposal, (ii) have any discussion with or provide any
     confidential information or data to any person relating to
     an Acquisition Proposal, or engage in any negotiations
     concerning an Acquisition Proposal, or knowingly facilitate
     any effort or attempt to make or implement an Acquisition
     Proposal, (iii) approve or recommend, or propose publicly to
     approve or recommend, any Acquisition Proposal or (iv) approve
     or recommend, or propose to approve or recommend, or execute
     or enter into any letter of intent, agreement in principle,
     merger agreement, acquisition agreement, option agreement or
     other similar agreement or propose publicly or agree to do any
     of the foregoing related to any Acquisition Proposal.

          (b)     Seller agrees that it will, and will cause its
     officers, directors and representatives to, immediately cease
     and cause to be terminated any activities, discussions or
     negotiations existing as of the date of this Agreement with
     any parties conducted heretofore with respect to any
     Acquisition Proposal informing them that the Board of
     Directors no longer seeks the making of any Acquisition
     Proposals.

          (c)     Seller agrees that it will use its best efforts
     to promptly inform its directors, officers, key employees,
     agents and representatives of the obligations undertaken in
     this Section.

          (d)     Notwithstanding the foregoing provisions
     above, if any person after the date of this Agreement
     submits to Seller's Board of Directors an unsolicited, bona
     fide, written Acquisition Proposal, and Seller's Board of
     Directors reasonably determines in good faith, after receipt
     of advice from outside legal counsel, that the failure to
     engage in discussions with such person concerning such
     Acquisition Proposal would likely cause the Board of
     Directors to breach its fiduciary duties to Seller and its
     shareholders, and after consultation with a nationally
     recognized financial advisor, then, in such case, (i) Seller
     may (A) furnish information about its business to such
     person under protection of an appropriate confidentiality
     agreement containing customary limitations on the use and
     disclosure of all non-public written or oral information
     furnished to such person, provided that Seller must
     contemporaneously furnish to MidSouth all such non-
     public information furnished to such person and (B)
     negotiate and participate in discussions and negotiations
     with such person; and (ii) if the Board of Directors
     determines that such an Acquisition Proposal is a Superior
     Proposal (defined below), the Board of Directors may
     (subject to the provisions of this Section ) withdraw or
     adversely modify its approval or recommendation of the
     Merger and recommend such Superior Proposal or (B)
     terminate this Agreement, in each case, (i) at any time after
     five Business Days following MidSouth's receipt of written
     notice (a "Notice of Superior Proposal") advising it that
     Seller's Board of Directors has received a Superior
     Proposal, identifying the person submitting the Superior
     Proposal, specifying the material terms and conditions of
     such Superior Proposal and enclosing a copy of the
     Acquisition Proposal, and (ii) subject to MidSouth's Right
     of First Refusal (defined below). If MidSouth elects not to
     exercise the Right of First Refusal, Seller shall provide
     MidSouth with a final written notice of acceptance before
     accepting any Superior Proposal. For purposes of this
     Agreement, "Superior Proposal" means any unsolicited,
     bona fide, written Acquisition Proposal for consideration
     consisting of cash (not subject to a financing contingency)
     and/or securities, and otherwise on terms which Seller's
     Board of Directors determines (based on the written advice
     of a financial advisor of nationally recognized reputation)
     are more favorable to Seller's shareholders (in their
     capacities as shareholders) from a financial point of view
     than the Merger after giving effect to Seller's Right of First
     Refusal. For the purposes of this Section, an Acquisition
     Proposal shall be "bona fide" if the Board of Directors of
     Seller reasonably determines that the person submitting
     such Acquisition Proposal is reasonably certain to
     consummate such Acquisition Proposal on the terms
     proposed.

          (e)     MidSouth shall have the right for five
     Business Days after receipt of Notice of Superior Proposal
     to submit an Acquisition Proposal on terms not less
     favorable to Seller than the terms of the Superior Proposal,
     which right of MidSouth shall be paramount to the rights of
     the person submitting the Superior Proposal ("Right of First
     Refusal"). If MidSouth fails to exercise such Right of First
     Refusal within the time herein specified, Seller Bank shall
     be at liberty to accept the Superior Proposal.

          (f)     As used herein the term "Acquisition
     Proposal" means any proposal or offer with respect to any
     of the following (other than the transactions contemplated
     hereunder) involving Seller or any of its subsidiaries: (i)
     any merger, consolidation, share exchange, business
     combination or other similar transaction; (ii) any sale,
     lease, exchange, mortgage, pledge, transfer or other
     disposition of 20% or more of its consolidated assets in a
     single transaction or series of transactions; (iii) any tender
     offer or exchange offer for 20% or more of the outstanding
     shares of its capital stock or the filing of a registration
     statement under the Securities Act in connection therewith;
     or (iv) any public announcement to engage in any of the
     foregoing.

     4.11  Further Cooperation.  Seller will cooperate
with MidSouth in connection with planning for the efficient
and orderly combination of the parties and the operation of
MidSouth, Holding and Bank after the Merger, provided
that this covenant shall not require any action that, in the
opinion of Seller's chief executive officer or his designee,
would not be in the best interest of Seller, Holding or Bank
if the Merger were not consummated.

     4.12  Regulatory Filings.  MidSouth will prepare
and file, within 30 days of receipt from Seller of all
information about Seller necessary for inclusion therein,
(which MidSouth agrees to request of Seller within 5
business days of the date of this Agreement) all regulatory
filings required to be made with respect to the Merger.

     4.13  Indemnification.

           (a)     Except as set forth in paragraph (b), as to
     any claim arising during a period of ten years after the
     Effective Time and related to events occurring before the
     Effective Time, MidSouth will indemnify those directors
     and officers of Seller who have executed a Commitment
     Letter to the full extent permitted by Seller's Articles and
     Bylaws or required by applicable Texas law, as in effect on
     the date hereof, including provisions relating to advances

           (b)     All rights to indemnification and
     exculpation from liabilities for acts or omissions occurring
     at or prior to the Effective Time now existing in favor of
     the current or former directors or officers of Seller and its
     subsidiaries as provided in their respective articles of
     incorporation or by-laws (or comparable organizational
     documents) and any existing indemnification agreements or
     arrangements of Seller and its subsidiaries shall survive the
     Merger and shall continue in full force and effect in
     accordance with their terms, and shall not be amended,
     repealed or otherwise modified for a period of six years
     after the Effective Time in any manner that would
     adversely affect the rights thereunder of such individuals
     for acts or omissions occurring at or prior to the Effective
     Time.

          (c)     In the event of any threatened or actual
     claim, action, suit, proceeding or investigation, whether
     civil, criminal or administrative, including, without
     limitation, any such claim, action suit, proceeding or
     investigation in which any individual who is now, or has
     been at any time prior to the date of this Agreement, or who
     becomes prior to the Effective Time, a director or officer of
     Seller or any of its subsidiaries (the "Indemnified Parties"),
     is, or is threatened to be, made a party based in whole or in
     part on, or arising in whole or in part out of, or pertaining
     to (i) the fact that he is or was a director, officer or
     employee of Seller or any of its subsidiaries or their
     respective predecessors or (ii) this Agreement or any of the
     transactions contemplated hereby, whether in any case
     asserted or arising before or after the Effective Time, the
     parties hereto agree to cooperate and use their best efforts
     to defend against and respond thereto.

          (d)     MidSouth's obligation (over and above any
     insurance company payments) under this Section 4.13 shall
     not exceed, in the aggregate, the Tier 1 Capital of Bank on
     the Effective Date minus an amount equal to 6% of the
     assets of Bank as calculated in the same manner as its
     assets are calculated for purposes of determining Bank's
     leverage ratio under applicable regulations of the Federal
     Deposit Insurance Corporation, and no indemnification will
     be given in respect of any claim against a person if (i) he or
     she knew of its existence prior to the date hereof and it was
     not disclosed on the Exceptions Schedule, (ii) he or she
     becomes aware of its existence after the date hereof and
     failed to inform MidSouth thereof before the Effective
     Time or (iii) a court of competent jurisdiction shall finally
     determine that indemnification of such person as
     contemplated hereby is prohibited.

          (e)     MidSouth will indemnify and advance
     expenses to each officer and director of Seller for losses
     and expenses, including attorney's fees, based upon or
     arising out of any misstatement of material fact or omission
     of a material fact in the Registration Statement, other than
     information supplied by Seller for inclusion therein.

          (f)     Any person wishing to claim
     indemnification under this section, upon learning of any
     claim, shall promptly notify MidSouth thereof.  MidSouth
     shall have the right to assume the defense thereof and, if it
     does so, shall not be liable for any expenses subsequently
     incurred by such person in connection with the defense
     thereof, except that if MidSouth does not assume such
     defense, or counsel for the person advises in writing that
     there are material substantive issues that raise conflicts of
     interest between MidSouth and the person, the person may
     retain counsel satisfactory to him, and MidSouth shall pay
     all reasonable fees and expenses of such counsel, provided,
     that (i) MidSouth shall be obligated to pay for only one
     counsel for all indemnified persons whose interests are
     aligned in any jurisdiction named in any one claim arising
     from the same set of operative facts, (ii) the indemnified
     persons will cooperate (to the extent reasonably appropriate
     under the circumstances) in the defense of any such claim,
     and (iii) MidSouth shall not be liable for any settlement
     effected without its prior written consent, which consent
     will not be unreasonably withheld.

          (g)     The provisions of this section are subject to
     applicable federal laws and regulations, including section
     18(k) of the Federal Deposit Insurance Act, and are
     intended to be for the benefit of, and shall be enforceable
     by, persons entitled to indemnification hereunder or his or
     her heirs and personal representatives.

     4.14  Benefits to Employees.  (a) It is the current
intention of MidSouth to retain all of the employees of
Bank, but nothing herein shall be construed as giving any
person any right of employment with any party or with
Bank or MidSouth.  From and after the Effective Date,
MidSouth will, until December 31, 2004, maintain all
current benefits to employees of Seller in effect on the date
hereof, and shall begin a transition which will after
December 31, 2004 result in providing to all persons who
are employees of Bank the same employee benefits
provided to the employees of MidSouth or its subsidiary
bank (including benefits under profit sharing, stock bonus,
401(k) or other retirement plans, flexible benefit, vacation,
severance and sick leave plans or medical, dental or life
insurance policies), except that (i) there shall be no waiting
period for coverage under any of such plans and no
employee shall be denied benefits under such plans for a
pre-existing condition, (ii) full credit shall be given for
prior service by such employees with Seller or Bank for
eligibility and vesting and benefit purposes, (iii) MidSouth
will for two years from the Effective date continue to
provide to Mr. David McCrady an automobile, including
expenses for gas and oil, maintenance, insurance and other
like expenses of operation, (iv) on or before the Closing
Date the Bank will permit the purchase, at fair market value
on the Bank's books, the automobiles currently used by
Messrs. Zajonc, Riley, Pace and Ms. Ott and at the same
time increase such person's salaries by $450 per month,
and (v) if and when the vacation policy of MidSouth
reduces the vacation time of the Bank's employees, the
Bank (or MidSouth Bank after the Merger) will make an
upward salary adjustment aggregating no more than $4,800
to such employees.  With respect to the Bank's profit
sharing plan ("Bank PSP"), the Bank PSP will be merged
into the MidSouth PSP or that of its subsidiary bank and
the employees of Bank will be entitled to participate in that
plan as soon as possible.  MidSouth will ensure that certain
protected rights, benefits and features in the Bank PSP will
be carried over to the MidSouth PSP to the extent required
by ERISA and the code.  MidSouth will pay all amounts
due to Lonnie Weir, Tom Zajonc, David Locke, Travis
Riley, Jay Riley, Wilma Pace, Linda Carbaugh and Carole
Malmberg, pursuant to each respective person's current
change in control agreements.  During the six-month period
following the Effective Time, if MidSouth terminates a
Bank employee without cause, it will negotiate a severance
payment to that individual based upon the individual's
length of service and level of responsibility with the Bank.

     4.15  Letter of Transmittal.  MidSouth will
immediately after the Effective Date send to all former
shareholders of Seller identified on a list provided to it by
Seller a letter of transmittal, and will deliver the MS Stock
and cash to which each such former shareholder is entitled
promptly upon receipt from such shareholder of a properly
completed letter of transmittal and the appropriate stock
certificates, duly endorsed if required.

     4.16  Seller Boards of Directors.  Subject to the
qualifications of the TDB and reporting requirements of the
TDB and of the Board of Governors of the Federal Reserve
System, Seller will cause four persons designated by
MidSouth to be appointed to the Board of Directors of
Holding and Bank to take office immediately after the
Effective Date.  MidSouth will take no action that would
reduce the term of any incumbent director of Holding or
Bank.  Any amendments necessary to the articles or bylaws
of Holding or Bank shall be prepared and adopted promptly
following the Effective Date.

     4.17  MidSouth Board of Directors.  MidSouth
will cause to be appointed to its Board of Directors, to take
office immediately after the Effective Date, the following
persons for the following terms:  Mr. Lonnie Weir for a
term ending at the 2005 annual stockholder's meeting of
MidSouth, Ron Reed for a term ending at the 2006 annual
stockholder's meeting of MidSouth and Joe Tortorice, Jr.,
for a term ending at the 2007 stockholder's meeting of
MidSouth.

     4.18  Listing of Stock Consideration.  MidSouth
shall before the Closing Date take such action as is required
so that the Stock Consideration to be issued to shareholders
of Seller is approved for listing and quotation on the
American Stock Exchange.

     4.19  Tax-Free Reorganization.  The parties intend
that the Merger qualify as a tax-free reorganization under
the Internal Revenue Code, and agree to cooperate and take
such actions as may be reasonably necessary to assure such
result.

     4.20  Lamar Bank.  It is intended that the Bank
will retain the name "Lamar Bank" after the Merger.

             ARTICLE 5:  Conditions of Closing

     5.1   Conditions of All Parties.  The parties'
obligations to effect the Merger are subject to the following
conditions:

           (a)     Approvals.  (i) Seller's shareholders shall
     have duly approved this Agreement and (ii) all statutory
     requirements for the Merger shall have been fulfilled,
     including the passage of any waiting period, and all
     appropriate governmental authorizations, including the
     authorizations of the Board of Governors of the Federal
     Reserve System and the TDB and the qualification of
     MidSouth to do business in Texas if required by the TCL or
     the TDB.

           (b)     No Restraining Action.  No proceeding shall
     have been threatened or instituted before a court or other
     governmental body to restrain or prohibit the Merger or to
     obtain damages or other relief in connection with the
     execution of this Agreement or the Merger; and no
     governmental body shall have given notice to any party that
     the Merger would violate any law or that it intends to begin
     proceedings to restrain consummation of the Merger.

           (c)     Representations, Warranties and Covenants.
     Each of the other party's representations and warranties
     shall have been accurate on the date hereof, shall have
     remained accurate from and after such date and shall be
     accurate in all material respects through the Closing Date,
     with the same effect as though made at such date, except to
     the extent of changes permitted by the terms hereof, and the
     other party shall have performed in all material respects all
     obligations required to be performed by it at or before to
     the Closing.  In addition, each party shall have delivered to
     the other a certificate dated as of the Closing Date and
     signed by its chief executive and chief financial officers
     that, except as specified therein, they do not know, and
     have no reasonable grounds to know, of any material
     inaccuracy or failure of any representation, warranty or
     covenant made by it herein.  The representations and
     warranties shall not, however, survive the Closing Date and
     no party or any of its directors, officers or employees shall
     retain any liability except for fraud or false misleading
     statements made intentionally, knowingly, or recklessly in
     connection with such representations and warranties.

     5.2  Additional Conditions of MidSouth.
MidSouth's obligation to effect the Merger is also subject
to the following additional condition:

          (a)     No Material Adverse Effect.  There shall not
     have occurred any Material Adverse Effect from the date of
     the Latest Balance Sheet to the Closing Date in the
     financial condition, results of operations, business or
     prospects of Seller.

          (b)     Opinion of Counsel.  MidSouth shall have
     received from counsel for Seller, an opinion, dated the
     Closing Date, to the effect set forth in Exhibit C.

          (c)     Commitment Letters.  The Commitment
     Letters shall be in full force and effect.

          (d)     Employment or Consulting Agreements
     MidSouth shall have entered into mutually acceptable
     employment or consulting agreements with the following
     persons:  (1) Lonnie Weir, for a one-year term followed by
     a one-year consulting agreement, a term sheet for which is
     included as Exhibit F to this Agreement (2) Ron Reed, for a
     5-year term and including change in control provisions, a
     form of which is included as Exhibit F to this Agreement
     and (3) Tim Zajonc, Travis Riley, David McCrady and
     David Locke, for a one-year term and including change in
     control provisions.

     5.3  Additional Conditions of Seller.   Seller's
obligation to effect the Merger is also subject to the
additional conditions that (a) it shall have received an
opinion prepared at MidSouth's expense, from Correro
Fishman Haygood Phelps Walmsley & Casteix, L.L.P.,
counsel for MidSouth, dated the Closing Date, to the effect
set forth in Exhibit D, (b) C.R. Cloutier shall be actually
serving as Chief Executive Offer of MidSouth as of the
Closing Date and (c) it shall have received a fairness
opinion from Bank Advisory Group, L.L.C., dated no later
than the date of the Proxy Statement, and Seller agrees to
use its best efforts to obtain such opinion.

     5.4  Waiver of Conditions.  Any condition to a
party's obligations hereunder may be waived by it, other
than those in sections 5.1(a) and (b).
ARTICLE 6:  Termination

     6.1  Termination.  This Agreement may be
terminated at any time before the Effective Time:

          (a)     Mutual Consent.  By the mutual consent of
     the parties.

          (b)     Material Breach.  By either party in the
     event of a material breach by the other party of any
     representation, warranty or covenant herein, which in either
     case can't be cured by the earlier of (i) 10 days after written
     notice of such breach is delivered to the breaching party,
     (ii) the Effective Time or (iii) the date set forth in
     subparagraph (c)(i) below.  A breach of Section 2.2(a) shall
     constitute a material breach.

          (c)     Abandonment.  By either party if (i) all
     conditions to Closing in Article 5 have not been met or
     waived by January 3, 2005, or (ii) any such condition
     cannot be met by such date and has not been waived by the
     party in whose favor it runs, or (iii) the Merger has not
     occurred by such date.

          (d)     Board Recommendation.  By MidSouth if
     Seller's Board shall or shall have resolved, after MidSouth
     has elected not to exercise its Right of First Refusal
     provided for in Section 4.10(e), to (i) withdraw, modify or
     change its recommendation to its shareholders of this
     Agreement or the Merger, (ii) recommend to its
     shareholders (A) any merger, consolidation, share
     exchange, or other similar transaction (other than the
     Merger), (B) any sale, lease, or other disposition of all or
     substantially all of its assets, or (C) any acquisition, by any
     person or group, of the beneficial ownership of a majority
     or more of any class of its capital stock; or (iii) announce a
     proposal, plan or intention to do any of the foregoing or
     agreement to engage in any of the foregoing.

          (e)     Approvals.  By either party if (i) this
     Agreement is disapproved by the shareholders of Seller, or
     (ii) any agency whose approval is required for the Merger
     denies any application for such approval or notifies such
     party that it intends to impose conditions to its approval
     that are not reasonably acceptable to such party.

          (f)     Adjustments.  As provided in Section 2.2

     6.2  Effect of Termination; Survival.  Except as
provided in section 6.3, upon its termination pursuant to
this Article 6, this Agreement shall be void and of no
effect, and there shall be no liability by reason of this
Agreement, or its termination, on the part of any party or its
directors, officers, employees, agents or shareholders
except for (i) any liability of a party arising out of an
intentional breach of any representation, warranty or
covenant herein prior to the termination date unless such
breach was required by law or by a bank or bank holding
company regulatory authority or (ii) any covenant that
survives pursuant to the following sentence.  The following
provisions shall survive any termination of this Agreement
and the Effective Time:  the last two sentences of Section
4.4; Section 6.2; Section 6.3, Section 2.3 and Article 7.

     6.3  Special Termination Provision.   If this
Agreement is terminated other than as a result of mutual
abandonment, MidSouth's breach of a representation,
warranty or covenant or the denial by any regulatory body
of approval necessary for the Merger, and Seller accepts an
Acquisition Proposal within two years of the date of
termination then at the time of such acceptance Seller shall
pay to MidSouth a termination fee of $700,000, if the
Acquisition Proposal is accepted within nine months of
termination, and $400,000 if the Acquisition Proposal is
accepted during the tenth through twenty-fourth month of
the date of termination.  This Section shall survive any
termination of this Agreement.

                   ARTICLE 7:  Miscellaneous

     7.1  Notices.  Any notice, communication,
waiver or consent ("Notice") required or permitted to be
given in connection herewith must be in writing and may
be given to the person to be notified by (i) depositing it in
the U. S. mail, postage prepaid and registered or certified
with return receipt requested, (ii) delivering it to such
person, or (iii) sending it by a national commercial courier
service for same- or next-day delivery, provided such
delivery is confirmed in writing by the courier.  Notice is
effective, if by mail, 48 hours after deposit, and if in person
or by commercial courier, upon delivery.  A party
delivering Notice shall try to obtain a receipt.  For purposes
of Notice, the addresses of the parties shall, until changed
by Notice, be as follows:


If to MidSouth:                         With copies to:

MidSouth Bancorp, Inc.                  Anthony J. Correro, III
102 Versailles Boulevard                Correro Fishman Haygood Phelps
Lafayette, LA  70501                     Walmsley & Casteix, L.L.P.
  Attention:  C. R. Cloutier            201 St. Charles Avenue, 46th FL.
                                        New Orleans, LA  70170-4600


If to Seller:  Lamar Banchares, Inc.    With copies to:  Carolyn V. Kelly
555 N. Dowlen                                          Jenkens & Gilchrist
Beaumont, TX  77706                                   1445 Ross Ave., Suite 3200
  Attention:  Ron D. Reed                             Dallas, Texas  75202-2799



     7.2  Waivers; Consents.  Failure by a party to
enforce any right hereunder is not a waiver of such right
unless it is an express written waiver executed by its chief
executive officer or a person designated in writing by its
chief executive officer.  Waiver of any one right is not a
waiver of any other right or of any continuation of the
violation waived, and a consent to an action or inaction is
not a consent to any other action or inaction, including an
action or inaction that was the same as the action or
inaction to which consent was given.

     7.3  Expenses.  Regardless whether the Merger is
consummated, all expenses incurred in connection herewith
will be borne by the party incurring them.

     7.4  Headings.  The headings herein are included
solely for reference and shall not be considered in the
interpretation or construction of this Agreement.

     7.5  Exhibits and Schedules.  The exhibits and
schedules hereto are incorporated herein by this reference
and expressly made a part hereof.

     7.6  Integrated Agreement.  This Agreement, the
exhibits and schedules hereto and all other papers delivered
in accordance herewith constitute the entire agreement of
the parties with respect to the subject matter hereof, all
prior agreements being superseded hereby.

     7.7  Choice of Law. This Agreement's validity
and construction and the determination of the rights and
duties of the parties shall be governed by the laws of the
United States and those of Louisiana applicable to contracts
made and to be performed wholly within such State, and
otherwise of Texas Law.

     7.8  Parties in Interest.  This Agreement shall
bind and inure to the benefit of the parties and their
respective successors and assigns, except that neither party
may transfer or assign it without the other party's prior
consent, including any transfer or assignment by operation
of law.  Nothing herein shall be construed to give anyone
other than the parties any rights, except as expressly
provided for herein.

     7.9  Amendment; Waivers.  This Agreement or
any exhibit or schedule may be amended or restated at any
time by (i) the parties, by mutual agreement approved by
their Boards, except that the consideration to shareholders
of Seller shall not be amended after approval of the Merger
Agreement by Seller's shareholders or (ii) by the parties'
chief executive officers or their designees to correct
typographical errors or to change erroneous references or
cross references, or in any other manner not material to the
substance of the Merger provided, however, that no
amendment shall be effective unless reduced to writing and
executed by all parties to this Agreement.  The waiver by
any party hereto of a breach of or noncompliance with any
provision of this Agreement will not operate or be
construed as a continuing waiver or a waiver or any other
or subsequent breach or noncompliance hereunder.

     7.10 Counterparts.  This Agreement may be
executed in one or more counterparts, which taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date on the first page
hereof.


MIDSOUTH BANCORP, INC.		LAMAR BANCSHARES, INC.


By:     /s/ C. R. Cloutier      By:    /s/ Ron D. Reed
        C. R. Cloutier                 Ron D. Reed
        President                      President




                                                  EXHIBIT A

                      AGREEMENT OF MERGER

     THIS AGREEMENT OF MERGER ("Agreement") is made as
of ___________, 2004, between MidSouth Bancorp, Inc.
("Survivor") and Lamar Bancshares, Inc. ("Seller"), in
connection with the Agreement and Plan of Merger, dated
as of _______, 2004 (the "Plan"), between Survivor and Seller.
Capitalized terms not defined herein shall have their respective
meanings set forth in the Plan.

                 ARTICLE 1:  TERMS OF MERGER

     1.1  Merger.  Subject to the terms and conditions
hereof, at the Effective Time (defined herein), Seller shall
be merged into Survivor (the "Merger") in accordance
with, and with the effect provided in, the Louisiana
Business Corporation Law ("LBCL") and the Texas
Business Corporation Act ("TCL").

     1.2  Assumption of Rights and Liabilities.  At the
Effective Time and thereafter, all the rights and property,
real, personal, and mixed, of Seller, shall be deemed to be
transferred to and vested in Survivor without further act or
deed; and the title to any real estate, or any interest therein,
vested in Seller shall not revert or be in any way impaired
by reason of the Merger.  All liabilities and obligations of
Seller of every kind and description shall be assumed by
Survivor, and the Survivor shall be bound thereby in the
same manner and to the same extent that Seller was so
bound at the Effective Time.

          ARTICLE 2:  MANNER OF CONVERTING SHARES

     2.1  Conversion. Except for shares as to which
dissenters' rights have been perfected and not withdrawn or
otherwise forfeited under the TCL ("Dissenter's Shares"),
on the Effective Date each outstanding share of Seller
common stock ("Seller Stock") will be converted into (a) a
number of shares of MidSouth Common Stock equal to
$12,556,351 divided by $34, plus (b) $10,494,000 cash,
less (i) the cash amount paid to option holders pursuant to
Section 2.3 and (ii) the excess over $200,000 of Seller's
legal, accounting and  investment banking fees related to
the transaction other than those incurred before March 31,
2004, and expensed on Seller's financial statements as of
and for the period ending March 31, 2004,  plus the amount
paid to Lamar by option holders after the date of this letter
in order to exercise any options, in each case divided by the
number of shares of Seller stock outstanding on the closing
date of the Merger ("Closing Date").

     2.2  Adjustment to Stock Conversion.  If on the
Closing Date the average closing sales price of MidSouth
Stock on the American Stock Exchange ("AMEX") for the
10 trading days ending the day before the Closing Date
("Average Price") is less than $31.50 per share, MidSouth
shall adjust the conversion rate by multiplying the
conversion rate by 1.07937.  If on the Closing Date the
Average Price exceeds $36.50, the conversion rate shall be
adjusted by multiplying the conversion rate by 0.93151.  If
the Average Price is below $30.00, Lamar may terminate
the transaction.

     2.3  Option.  All options outstanding on this
Closing Date shall be cancelled, and option holders of
Lamar will receive in connection with the cancellation of
their options on the Closing Date, (a) a cash amount equal
to the same consideration (in stock and cash) payable to
shareholders pursuant to Sections 2.1 and 2.2, less the
exercise price for the options; plus (b) a cash amount equal
to the amount of tax savings that may be realized by
MidSouth attributable to the payment made pursuant to
Section 2.3(a).

                  ARTICLE 3:  EFFECTIVENESS

     Consummation of the Merger is conditioned upon
the approval of this Agreement by the Board of Governors
of the Federal Reserve System and necessary filings with
the Texas Department of Banking and, if required, the
Texas Secretary of State, the Louisiana Secretary of State,
and the other conditions set forth in the Plan.  The Merger
shall become effective on the date and at the time this
Agreement is filed with the Secretaries of State of
Louisiana and on the same date and same time which shall
be specified in Articles of Merger filed with the Secretary
of State of Texas (the "Effective Time").  This Agreement
may be terminated at any time before the Effective Time (i)
if the Merger fails to occur due to a termination of the Plan
by either party as provided in the Plan, or (ii) by mutual
consent of Survivor and Seller.

                  ARTICLE 4:  MISCELLANEOUS

     4.1  Amendment.  This Agreement or any exhibit
or schedule may be amended or restated at any time by (i)
the parties, by mutual agreement approved by their Boards,
except that the consideration to shareholders of Seller shall
not be amended after approval of the Merger Agreement by
Seller's shareholders or (ii) by the parties' chief executive
officers or their designees to correct typographical errors or
to change erroneous references or cross references, or in
any other manner not material to the substance of the
Merger provided, however, that no amendment shall be
effective unless reduced to writing and executed by all
parties to this Agreement.  The waiver by any party hereto
of a breach of or noncompliance with any provision of this
Agreement will not operate or be construed as a continuing
waiver or a waiver or any other or subsequent breach or
noncompliance hereunder.

     4.2  Counterparts.	This Agreement may be
executed in two or more counterparts, each of which shall
be deemed to be an original, but all of which together shall
constitute one and the same instrument.

     4.3  Governing Law. This Agreement's validity
and construction and the determination of the rights and
duties of the parties shall be governed by the laws of the
United States and those of Louisiana applicable to contracts
made and to be performed wholly within such State, and
otherwise of Texas Law.


                  CERTIFICATE OF SECRETARY
                  OF MIDSOUTH BANCORP, INC.

     I hereby certify that the foregoing Agreement was
duly approved, without alteration or amendment, by the
required vote of the Board of Directors and stockholders of
MidSouth Bancorp, Inc.

Certificate dated ____________, 2004.




                                  _________________________
                                  Secretary



                  CERTIFICATE OF SECRETARY
                  OF LAMAR BANCSHARES, INC.


     I hereby certify that the foregoing Agreement was
duly approved, without alteration or amendment, by the
required vote of the Board of Directors and stockholders of
Lamar Bancshares, Inc.


Certificate dated ___________, 2004.


                                  ________________________
                                  Secretary




                  EXECUTION BY CORPORATIONS


     Considering the approval of this Agreement, as
certified above, this Agreement is executed by such
corporations, acting through their respective Presidents, this
____day of _________________, 2004.


MIDSOUTH BANCORP, INC.                    LAMAR BANCSHARES, INC.


By:______________________                 By:____________________
Its: President                            Its: President




                     ACKNOWLEDGMENT AS TO
                    MIDSOUTH BANCORP, INC.


STATE OF LOUISIANA

PARISH OF LAFAYETTE

     BEFORE ME, the undersigned authority, personally
came and appeared C. R. Cloutier, who, being duly sworn,
declared and acknowledged before me that he is the
President of MidSouth Bancorp, Inc. and that in such
capacity he was duly authorized to and did execute the
foregoing Agreement on behalf of such corporation, for the
purposes therein expressed and as his and such
corporation's free act and deed.


                               ____________________________
                               Appearer


Sworn to and subscribed before me
this ____day of __________, 2004.


_____________________________
Notary Public



                     ACKNOWLEDGMENT AS TO
                    LAMAR BANCSHARES, INC.



STATE OF TEXAS

COUNTY OF ______________


     BEFORE ME, the undersigned authority, personally
came and appeared _________,  who, being duly sworn,
declared and acknowledged before me that he is the
President of Lamar Bancshares, Inc. and that in such
capacity he was duly authorized to and did execute the
foregoing Agreement on behalf of such corporation, for the
purposes therein expressed and as his and such
corporation's free act and deed.



                                  _________________________
                                  Appearer


Sworn to and subscribed before me
this ____day of __________, 2004.



___________________________
Notary Public



                                                  EXHIBIT B

                  SHAREHOLDER'S COMMITMENT


     This Shareholder's Commitment ("Agreement") is
entered into as of ___________, 2004, between the
undersigned and MidSouth Bancorp, Inc. ("MidSouth").

     MidSouth and Lamar Bancshares, Inc. ("Seller")
propose to enter into an Agreement and Plan of Merger (the
"Plan"), which provides for the merger of Seller into
MidSouth (the "Merger").  I am an executive officer and/or
a member of Seller or Lamar Bank's Board of Directors
and/or own shares of its Common Stock (the "Shares").  In
order to induce MidSouth to enter into the Plan, and in
consideration of Mid South's entering into the Plan, I am
entering into this Agreement with MidSouth.

     1.     Without MidSouth's prior consent, I will not
transfer any Shares except transfers (i) by operation of law,
by will, or pursuant to the laws of descent and distribution,
(ii) in which the transferee agrees in writing to be bound by
paragraphs 1 and 2 as fully as I am, or (iii) to MidSouth
pursuant to the Plan.  Without limiting the generality of the
foregoing, I will not grant any option or right to acquire the
Shares or any interest therein or, unless the Plan has been
terminated or Seller has notified MidSouth that it intends to
terminate the Plan and Seller has the right to so terminate,
approve or ratify any agreement pursuant to which the
Shares would be transferred as a result of a consolidation,
merger, share exchange, or acquisition.

     2.     I will vote (or cause to be voted) all of the
Shares over which I have voting authority (i) for the Plan,
(ii) against any share exchange, merger (other than the
Merger), consolidation, sale of substantial assets,
recapitalization or liquidation of or by Seller and (iii)
against any amendment of Seller's Articles of
Incorporation or Bylaws or other proposal involving Seller
or any of its subsidiaries, which would in any manner
impede or prevent the Merger.

     3.     For a period of two years after the effective
time of the Merger, I will not, without MidSouth's prior
written consent, (a) carry on or engage in, as a consultant to
or a management official of, or be or become a major
shareholder of, any business that carries on or engages in a
business similar to the business conducted by Seller and its
subsidiaries and MidSouth as Seller's successor, or solicit
customers of the business of Seller or its subsidiary, in each
such case within the counties of Jefferson, Hardin, Orange
and Brazos, Texas, so long as MidSouth or any of its
subsidiaries conducts a like business therein, except for (i)
management official positions with MidSouth or any of its
subsidiaries or those held as of the date hereof, (ii)
securities holdings which cause me to be a major
shareholder of a financial institution as of the date hereof,
or (iii) advisory relationships with a financial institution
which I had as of, and may have after, the date hereof
solely as legal counsel, accountant, investment advisor or
broker/dealer; or (b) solicit any person or entity known to
me to be an employee of Lamar Bank or MidSouth
National Bank to become employed by any financial entity
with offices located in the counties of Jefferson, Hardin,
Orange and Brazos, Texas.

     As used herein,

     (a)     "Management official" means service which
gives me the authority to participate, directly or indirectly,
in policy-making functions of the financial institution,
whether as an organizer, officer, director, advisory director
or otherwise.

     (b)     "Financial institution" includes any entity
commonly referred to as such or which controls a financial
institution or that after the date hereof applies to an
appropriate regulatory authority to organize as a financial
institution.

     (c)     "Major shareholder" means the beneficial
ownership of 2% or more of any class of voting securities
or of the total equity interest in a financial institution.

     (d)     "Business similar to the business conducted"
means the taking of deposits and other receipt of funds
from customers, the making of loans and other extensions
of credit, maintaining checking accounts for customers,
providing investment vehicles such as certificates of
deposit to customers and providing trust services.

     4.     I agree that my sole right to indemnification
from MidSouth as to events occurring prior to the Effective
Time of the Merger shall be the rights provided for in
Section 4.13 of the Plan.

     5.     I acknowledge and agree that MidSouth
could not be made whole by monetary damages if I breach
this Agreement.  It is accordingly agreed and understood
that MidSouth in addition to any other remedy which it
may have at law or in equity, shall be entitled to an
injunction or injunctions to prevent breaches of this
Agreement and specifically to enforce it.

     6.     This Agreement will terminate upon any
termination of the Plan.

     IN WITNESS WHEREOF, this Agreement has
been duly executed and delivered as of the day and year
first above written.



                              ____________________________


                              MIDSOUTH BANCORP, INC.


                              By:_________________________



                                                 EXHIBIT C

     The opinion letter referred to in Section 5.2(b) of
the Agreement shall state that except as described in the
Agreement or Exceptions Schedule

          (i)     Seller and Bank are duly organized,
validly existing and in good standing under the Texas
Business Corporation Act and Texas Finance Code,
respectively, and have all requisite corporate power and
authority to own and lease their property and to carry on
their business as described in the Proxy Statement;

          (ii)    neither Seller nor Bank is qualified
as a foreign corporation in any jurisdiction in which the
failure to so qualify would have a material adverse effect;

          (iii)   all corporate acts and other corporate
proceedings required on Seller's part for the due and valid
authorization, execution, delivery and performance of the
Agreement and the consummation of the transactions
contemplated thereby have been validly taken, so that upon
the filing of the executed MA with the Secretaries of State
of Louisiana and Texas, the MA will be effective as of the
time referred to in Section 1.3 of the Agreement;

          (iv)    the Agreement and related MA are
Seller's legal, valid and binding obligations, enforceable
against it in accordance with their respective terms, except
as may be limited by bankruptcy, reorganization,
insolvency and similar laws and court decisions relating to
or affecting the enforcement of creditors' rights generally,
laws and court decisions relating to deceptive practices,
misstatements or omissions of material facts in the sale of
securities, fraud and gross fault, and as to the availability of
specific performance or other equitable remedies;

          (v)     neither Seller's execution, delivery
or performance of the Agreement, nor the consummation of
the transactions contemplated thereby, will (A) violate,
conflict with or breach any provisions of, constitute, or
with notice or lapse of time or both, would constitute, a
default under, result in the termination of or accelerate the
performance required by, or result in the creation of any
encumbrance upon, any of Seller's or Seller Bank's
material assets under, its articles of association, by-laws or
any instrument to or by which any of its material assets is
bound, it being understood that counsel's opinion in this
respect shall be based upon a review of documents
provided to counsel on a list prepared by management and
represented to counsel to be all articles of incorporation,
by-laws and binding documents, unless counsel has actual
knowledge to the contrary, or (B) to counsel's knowledge,
violate any order, writ, injunction, decree, statute, rule or
regulation of any governmental body; and

          (vi)    the authorized and outstanding
capital stock of Seller, and the outstanding capital stock of
Bank is as set forth in Section 3.2(a) of the Agreement, and
all outstanding shares of Seller and Bank have been duly
authorized and validly issued, and, assuming lawful
consideration equal to at least the par value of the shares
was in fact paid, are fully paid and non-assessable.  To
counsel's knowledge, other than as disclosed on the
Exceptions Schedule of this Agreement, there are no
outstanding options or other rights (including conversion
rights) to acquire any shares of Seller's or Seller Bank's
capital stock nor, to counsel's knowledge, any outstanding
obligation to issue, repurchase, redeem or otherwise
acquire any of its outstanding shares of capital stock.

     In addition, counsel shall state that they have
participated in conferences with  representatives of the
parties and their accountants and counsel in connection
with preparation of Seller's Exceptions Schedule and the
Registration Statement and have considered the statements
contained therein, and based on the foregoing (in certain
circumstances relying as to materiality on the opinions of
officers and representatives of Seller) nothing has come to
their attention that would lead them to believe that (i)
Seller's Exceptions Schedule, as of the Agreement and the
Closing Date, did not contain information necessary to be
contained therein in order for the representations and
warranties in the Agreement to be correct in all material
respects, or (ii) the Registration Statement at the tine it
became effective and  at the time distributed to
shareholders, contained any untrue statement of a material
fact or omitted a material fact required to be stated therein
or necessary to make the statements therein not misleading
(except in each such case of the financial statements and
other financial and statistical data included therein and as to
the statements therein related to MidSouth, as to which no
statement need be made).

     Such opinion shall also cover such other matters
incident to the transactions contemplated as MidSouth may
reasonably request, including the form of all documents
and the validity of all proceedings.



                                                    EXHIBIT D


     The opinion letter referred to in Section 5.3(a) of
the Agreement shall state that except as described in the
Agreement or Exceptions Schedule

          (i)     MidSouth is duly organized, validly
existing and in good standing under the Louisiana Business
Corporation Law has all requisite corporate power and
authority to own and lease its property and to carry on its
business as described in the Proxy Statement and is
qualified and in good standing as a foreign corporation in
any jurisdiction in which the failure to so qualify would
have a material adverse effect;

          (ii)    all corporate acts and other
proceedings required on MidSouth's part for the due and
valid authorization, execution, delivery and performance of
the Agreement and the consummation of the transactions
contemplated thereby have been validly and appropriately
taken, and upon the filing of the executed MA with the
Secretaries of State of Louisiana and Texas, the MA will be
effective as of the time referred to in Section 1.3 of the
Agreement;

          (iii)   the Agreement and related MA are
MidSouth's legal, valid and binding obligations,
enforceable against it in accordance with their terms,
except as may be limited by bankruptcy and similar laws
and court decisions relating to or affecting the enforcement
of creditors' rights generally and as to the availability of
specific performance or other equitable remedies;

          (iv)    neither MidSouth's execution,
delivery or performance of the Agreement, nor the
consummation of the transactions contemplated thereby,
will (A) violate, conflict with or breach any provisions of,
constitute, or with notice or lapse of time or both, would
constitute, a default under, result in the termination of or
accelerate the performance required by, or result in the
creation of any encumbrance upon, any of MidSouth's
material assets under, its articles of association, by-laws or
any instrument to or by which any of its assets is bound or
(B) to counsel's knowledge, violate any order, writ,
injunction, decree, statute, rule or regulation of any
governmental body.

     In addition, counsel shall state that they have
participated in conferences with  representatives of the
parties and their accountants and counsel in connection
with preparation of MidSouth's Exceptions Schedule and
the Registration Statement and have considered the
statements contained therein, and based on the foregoing
(in certain circumstances relying as to materiality on the
opinions of officers and representatives of MidSouth)
nothing has come to their attention that would lead them to
believe that (i) MidSouth's Exceptions Schedule, as of the
Agreement and the Closing Date, did not contain
information necessary to be contained therein in order for
the representations and warranties in the Agreement to be
correct, or (ii) the Registration Statement, at the time it
became effective and at the time distributed to
shareholders, contained any untrue statement of a material
fact or omitted a material fact required to be stated therein
or necessary to make the statements therein not misleading
(except in each such case of the financial statements and
other financial and statistical data included therein, as to
which no statement need be made).

     Such opinion shall also cover such other matters
incident to the transactions contemplated as Seller may
reasonably request, including the form of all documents
and the validity of all proceedings.