ex_10-3.htm


    
      

    

    


    AMENDED
AND RESTATED

    DEFERRED
COMPENSATION PLAN

    


    MIDSOUTH
BANCORP INC.

    


    


    As
authorized by the Board of Directors of MidSouth Bancorp, Inc. (the “Employer”)
effective as of January 1, 2009, the Employer hereby amends and
restates the MidSouth Bancorp, Inc. Deferred Compensation Plan (the “Plan”) as
set forth below:

    


    ARTICLE
I

    Participation
by Subsidiaries

    


    A banking
subsidiary of the Employer may elect to participate in the Plan by agreeing, in
writing, to be bound by the terms and conditions of the Plan (a “Participating
Subsidiary”).

    


    ARTICLE
II

    Participation

    


    1. Eligibility. Any
member of the Board of Directors of the Employer or the Board of Directors of a
Participating Subsidiary (a “Director”) shall be eligible to participate in the
Plan.

     

    2. Participation. A
Director may elect to participate In the Plan by executing a Deferral
Authorization substantially in the form attached hereto as Exhibit A.

     

    3. Deferral
Authorizations.  The terms of a Deferral Authorization shall
provide that a Director agrees to defer all or a specified percentage of his
fees payable for the performance of services as a member of the Board of
Directors of the Employer or a Participating Subsidiary pursuant to the terms of
the Plan.

     

    


    The
following special rules shall apply to Deferral Authorizations:

    


    
      	
              a.  

            	
              Deferral
      Authorization may be executed at any time but shall
      not become effective until the first day of the calendar year following
      the calendar year in which such authorization is accepted by an authorized
      representative of the Employer or a Participating
      Subsidiary.  Notwithstanding the foregoing, upon first becoming
      eligible to participate in the Plan, a Director may execute a Deferral
      Authorization within thirty (30) days thereafter, which may be effective
      with respect to fees earned for services rendered after the date of the
      election.

            


    

     

    


    
      
        
           


        

        
           


          
          

        

        
           


        

      

    

    
      	
              b.  

            	
              
                The
      Deferral Authorization shall be irrevocable for the duration of the
      calendar year in which it becomes effective.  The percentage of
      Fees deferred pursuant to a Deferral Authorization may be increased or
      decreased for any subsequent calendar year, provided such new Deferral
      Authorization is submitted prior to the first day of such subsequent
      calendar year.  Any such change shall become effective as of the
      first day of such subsequent calendar
  year.

              

            


       

    

    


    
      	
              c.  

            	
              A
      Deferral Authorization shall remain in effect until it is modified in
      accordance with Subparagraph (b).

            


    

     

    


    ARTICLE III

    Funding

    


    1. Establishment of
Trust. The Employer shall establish a revocable trust (the “Trust”)
substantially in accordance with the terms and conditions set forth in Exhibit
B. The terms of the Trust shall be incorporated in the Plan by this
reference.

     

    2. Contributions. Within
30 days following the conclusion of each calendar quarter, the Employer or
Participating Subsidiary shall contribute to the Trust aggregate Fees deferred
pursuant to the Deferral Authorizations in effect during such quarter; provided,
however, that no contribution shall be made or required to the extent such
contribution would result in immediate taxation of such deferral to the Director
pursuant to Section 409A(b)(3) of the Internal Revenue Code of 1986, as
amended (“Code”).

     

    3. Trustee. MidSouth
Bank, N.A. shall be designated as the initial Trustee of the Trust.

     

    4. Ownership of Trust
Assets. A Director has only an unsecured right to receive benefits under
the Plan from the Employer or Participating Subsidiary that funded his Deferred
Compensation Account, as a general creditor of the Employer or Participating
Subsidiary, as the case may be. Directors and their death beneficiaries have no
secured interest or special claim to the assets of the Trust, and the assets of
the Trust equal to the contributions by the Employer or Participating
Subsidiary, as the case may be, for its respective Directors plus earnings
thereon minus distributions with respect to such Directors shall be subject to
the payment of all claims of general creditors of the Employer upon the
insolvency or bankruptcy of the Employer or to the payment of claims of general
creditors of the Participating Subsidiary upon the insolvency or bankruptcy of
the Participating Subsidiary, as the case may be.

     

    5. Distributions. The
Trustee shall distribute the assets comprising the Trust in accordance with the
instructions of the Plan Administrator.

     

    


    
      
        
           


        

        
          2

          
          

        

        
           


        

      

    

    


    


    ARTICLE
IV

    Plan
Administration

     

    1. Plan Administration.
The Executive Committee of the Board of Directors of the Employer shall be
designated to administer the Plan (the “Plan Administrator”) on behalf of the
Employer and each Participating Subsidiary.

     

    2. Account. The Plan
Administrator shall establish a Deferred Compensation Account for each Director.
Such account shall represent an accounting entry only and shall not create an
ownership interest in any specific asset or fund of the Employer or any
Participating Subsidiary.

     

    3. Credits. As of the
last day of each calendar month, Fees deferred pursuant to a Director’s Deferral
Authorization in effect during such month shall be credited to his Deferred
Compensation Account and shall be deemed invested in Common Stock of Employer at
a price based upon the closing sale price of such stock on the last business day
of the calendar month in which the deferral occurred, or, if the Employer is not
subject to Section 16 of the Securities Exchange Act of 1934, at a price
established by such other method determined in good faith by the Plan
Administrator.

     

    Amounts
representing dividends paid on Employer Common Stock shall he credited to each
Director’s Deferred Compensation Account and, on December 6 or the next business
day thereafter of each year, shall be used to purchase Employer Common Stock
based upon the value of Employer Common Stock on the purchase date.

    


    4. Dividend and Voting
Rights. The allocation of Common Stock of the Employer as a deemed
investment to a Director’s Deferred Compensation Account shall not entitle such
Director to any dividend or voting rights or any other rights as a shareholder
of Employer Common Stock.

     

    5. Dilution and Adjustments in
Capitalization. In the event of any change in the outstanding shares of
Employer Common Stock on account of a stock dividend or stock split,
recapitalization, merger, consolidation, spin-off, reorganization or similar
corporate change, Employer shall appropriately adjust the number or kind of
shares allocated to a Director’s Deferred Compensation Account.

     

    6. Reporting. As soon as
practicable after the conclusion of the calendar year, the Plan Administrator
shall furnish each Director with a statement indicating the total number of
shares of Employer Common Stock allocated to his Deferred Compensation
Account.

     

    


    
      
        
           


        

        
          3

          
          

        

        
           


        

      

    

    


    ARTICLE
V

    Distributions

    


     

    1. Time of Distribution.
The distribution of shares of Employer Common Stock allocated pursuant to the
terms of the Plan shall be made (a) 60 days after the later of (i) the date on
which a Director ceases providing services to the Employer or a Participating
Subsidiary, or (ii) the date on which a Director attains age 65.

     

    The
Board, or any Committee of the Board which is established for such purpose, may
establish conditions that Directors or former Directors must satisfy in order to
be eligible to receive payment of their Plan accounts, which if not satisfied,
may result in a forfeiture of such Director’s benefits under the
Plan.  Such conditions shall be contained in the Director’s Deferral
Authorization.  For example, the Board or Committee may require that
the individual Board member or former Board member not be in a conflicting
position with any other similar institution within a 12-month period prior to
the date of distribution, may establish such procedures as it believes desirable
to insure that the securities laws are satisfied, and may establish such
procedures as it believes desirable to insure that the tax and labor laws are
satisfied.

     

    2. Delay of Certain
Payments.  In the event that the Director is a “specified
employee” within the meaning of Section 409A of the Code (as determined by the
Employer or its delegate), any payments hereunder subject to Section 409A of the
Code shall not be paid or provided until the earlier of (A) the Director’s
death, or (B) the expiration of the 6-month period following Director’s
cessation of services to the Employer (“Delay Period”).  Any payments
that are delayed by virtue of this subparagraph shall (I) be paid in one payment
at the conclusion of the Delay Period and (II) include interest computed at five
percent (5%) per annum for the duration of the Delay Period.

     

    For
purposes of the Plan, a Director will not be considered to have ceased providing
services to the Employer and all Participating Subsidiaries, until the Director
experiences a “separation from service” within the meaning of Section 409A
of the Code.

     

    3. Method of Payment.
Distributions shall be made in the form of a single lump sum payment, in shares
of Common Stock of the Employer or cash, or any combination thereof, as
determined by the Plan Administrator in its sole discretion.

     

    4. Nature of Rights. If
a Director dies prior to the distribution pursuant to the Plan, the Director’s
interest shall be distributed to such Director’s designated beneficiary in the
form of a single-sum payment within 60 days after the Director’s
death.

     

    A Director shall be entitled to
designate a beneficiary on the Deferral Authorization. A Director may, at any
time, modify his designation by completing the applicable portion of a new
Deferral Authorization. Such modifications shall become

    


    
      
        
           


        

        
          4

          
          

        

        
           


        

      

    

    


    effective
upon acceptance by an authorized representative of the Employer or a
Participating Subsidiary and shall constitute a revocation of all previous
designations.

    


    If no designated beneficiary
survives the Director, distribution of a Director’s interest shall be made to
the legal representative of the Director’s estate or to a successor in
accordance with a Judgment of Possession.

    


    5. Bankruptcy.
Notwithstanding any provision of the Plan to the contrary, distributions to a
Director or his beneficiary shall not commence (or distributions shall cease) in
the event the Employer or a Participating Subsidiary is unable to meet its debts
as they mature or is subject, as a debtor, to a proceeding under the Bankruptcy
Code. In such event the assets comprising the Trust shall be distributed in
accordance with an order form a court of competent jurisdiction.

     

    ARTICLE
IV

    Miscellaneous

    


    1. Assignment. To the
extent a Director or any other person acquires a contractual right to receive
payments pursuant to the Plan, such right shall not be subject to assignment,
pledge (including collateral for a loan or security for the performance of an
obligation), encumbrance or transfer except by will, the laws of descent and
distribution or pursuant to a qualified domestic relations order. Any attempt to
assign, pledge encumber of transfer such right shall not be recognized by the
Employer, a Participating Subsidiary, the Trustee or the Plan
Administrator.

     

    2. Amendment and
Termination. The Employer, through its Board of Directors, shall have the
right to amend or terminate the Plan; provided, however, that no such amendment
or termination shall affect Fees previously deferred, or otherwise result in the
payment or distribution thereof at any time other than such time as permitted
under the terms of the Plan as a effect prior to such amendment or
terminations.

     

    3. Trust Assets. The
provisions of the Plan and Trust shall not create a trust or other fiduciary
relationship of any kind between the Employer, the Trustee, the Plan
Administrator or a Participating Subsidiary and a Director, his beneficiary or
any other person. Any asset (and the earnings thereon) comprising the Trust
shall constitute a general asset of the Employer, to the extent such assets were
contributed by the Employer, or of the Participating Subsidiary, to the extent
such assets were contributed by the Participating Subsidiary, and no other
person shall have any interest in such asset.

     

    To the
extent a Director or any other person acquires a contractual right to receive
payments pursuant to the Plan, such right shall be no greater than the right of
any unsecured general creditor of the Employer or a Participating
Subsidiary.

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

    


    4. Applicable Law. The
Plan shall be governed by the laws of the State of Louisiana.  This
Plan is intended to comply with the distribution and other
requirements under
Section 409A of the Code.  For any payments to be made under this Plan
that are subject to Section 409A of the Code, the Plan shall be interpreted and
applied in a manner consistent with the requirements of Section 409A of the Code
and the regulations promulgated thereunder.

     

    


    EXECUTED
in multiple counterparts, each of which shall be treated as an original, as set
forth below:

    


    WITNESSES:                                                                                     MIDSOUTH BANCORP
INC.

    


    /s/ Sally D.
Gary

        BY:  /s/ C. R.
Cloutier

    /s/ Shaleen B.
Pellerin                                                                    C. R.
Cloutier

        President &
CEO

    


    


    DATE:
December 17,
2008

    


    
      
        
           


        

        
          6

          
          

        

        
           


        

      

    

    


    RESTATED

    DEFERRED
COMPENSATION TRUST

    MIDSOUTH
BANCORP INC.

    


    


    As
authorized by the Board of Directors of MidSouth Bancorp, Inc. (the “Employer”),
the Employer and the MidSouth Bank, N.A. (the “Trustee”) hereby restate the
MidSouth Bancorp, Inc. Deferred Compensation Trust (the ‘Trust”) to reflect the
original Trust and changes made to the Trust as set forth below:

    


    WITNESSETH:

    


    WHEREAS, the Board of
Directors of the Employer authorized the adoption of the Deferred Compensation
Plan of Employer (the “Plan”), effective as of June 13, 1990;

    


    WHEREAS, under the terms of
the Plan the Employer is required to establish a fund for the purpose of
accumulating amounts required to satisfy its obligations under the
Plan;

    


    WHEREAS, the Trustee agrees to
act as the fiduciary of such fund;

    


    NOW, THEREFORE, the Employer
and the Trustee agree as follows:

    


    ARTICLE
I

    GENERAL
PROVISIONS

    


    1. Name. The Trust shall
be known as the Deferred Compensation Trust of MidSouth Bancorp,
Inc.

     

    2. Creation
of Trust, The Employer hereby
establishes, and the Trustee hereby accepts, a trust consisting of cash or other
property paid or delivered to the Trustee.

     

    3. Trust Assets. The
assets comprising the Trust, whether principal or income, shall, at all times,
remain the property of the Employer, to the extent such assets are attributable
property contributed by the Employer, or the Participating Subsidiary, to the
extent such assets are attributable property contributed by the Participating
Subsidiary. No person, other than the Trustee and the Employer or Participating
Subsidiary shall have any beneficial or other ownership interest in the assets
comprising the Trust.

     

    


    
      
        
           


        

        
          7

          
          

        

        
           


        

      

    

    


    4. Revocation. The Trust
shall be revocable trust, and the Employer, through its Board of Directors, may
revoke, terminate, amend or modify the Trust in its discretion.

     

    5. Incorporation by
Reference. In the event of a conflict between the terms of the Plan and
the Trust, the terms of the Plan shall govern. The terms of the Plan shall be
incorporated in the Trust by this reference.

     

    6. Statement of Intent.
This Trust is Intended as a vehicle to pay benefits under the Plan without
rendering the Plan a “funded plan” for purposes of Title I of the Employee
Retirement Income Security Act of 1974, and without causing Directors to be
taxed before they actually receive benefits. Although the purpose of the Trust
is to permit the Employer or a Participating Subsidiary to accumulate amounts
required to satisfy its obligations under the Plan, the Directors shall not have
an interest, whether direct or indirect, in all or any portion of the assets
comprising the Trust, except an interest as an unsecured general creditor of the
Employer or the Participating Subsidiary. The Trust shall not be deemed to
create a fiduciary relationship between either the Employer or a Participating
Subsidiary or the Trustee and the Directors.

     

    


    ARTICLE
II

    CONTRIBUTIONS

    


    The
Trustee shall be fully accountable for all contributions actually received by
it, but shall have no duty to require any such contribution or to determine
whether the amount of any contribution complies with the provisions of the
Plan.

    


    


    ARTICLE
III

    DISTRIBUTIONS

    


    1. Distributions.
Payment shall be made from the Trust by the Trustee to such persons, at such
times, in such form, and in such amounts as the Plan Administrator shall direct,
in writing. The Trustee shall be fully protected in making or discontinuing
payments from the Trust in accordance with the directions of the Plan
Administrator. The Trustee shall have no responsibility to determine whether the
directions of the Plan Administrator comply with the terms of the Plan or
applicable law.

     

    2. Withholding. The
Trustee is authorized, to the extent required by applicable law, to withhold
from any distribution the amount of any tax required to be
withheld.

     

    


    
      
        
           


        

        
          8

          
          

        

        
           


        

      

    

    


    3. Employer Common
Stock. If a distribution is to be made in the form of Employer Common
Stock, the Trustee shall cause the Employer to issue an appropriate stock
certificate, and the Trustee shall deliver such certificate. Employer Common
Stock distributed by the Trustee may include such legend restrictions on
transferability as Employer may reasonably require In order to ensure compliance
with the terms of the Plan or applicable federal or State securities
laws.

     

    


    ARTICLE
IV

    INVESTMENTS

    


    1. Powers. The Trustee shall
invest the assets comprising the Trust primarily or solely in Employer Common
Stock. Subject to the investment policy set forth in the preceding sentence and
the terms of this Trust, the Trustee shall have the power and authority
conferred on trustees under the Louisiana Trust Code. Investments shall be made
in accordance with the written Instructions of the Plan Administrator who shall
direct the Trustee as to (a) the number of shares to be purchased, (b) the price
per share to be paid, and (c) from whom such shares shall be purchased. The
Trustee shall have no duty to determine whether any such acquisition complies
with the provisions of the Plan or applicable federal or state securities
laws.

     

    In the
event the Trustee is required to acquire or dispose of Employer Common Stock
under circumstances which require the registration of the Plan or of such stock
under the Securities Act of 1933 or the qualification of the securities under
the blue-sky laws of any state, then the Employer or a Participating Subsidiary,
at its own expense, shall take such actions as may be necessary or appropriate
to effect such registration or qualification. and the Trustee shall postpone the
payment of any distribution until such time as such registration or
qualification is effected.

    


    The
Trustee shall not be liable for the acquisition, retention or disposition of
Employer Common Stock in accordance with the provisions of this Article IV or
for any loss or diminution in value of such stock, unless such loss or
diminution is due to gross negligence or a lack of good faith.

    


    2. Dividends.  Cash
dividends payable on Employer Common Stock held in the Trust shall be applied to
the purchase of additional shares of such stock as soon as practicable, after
the payment of any applicable Federal or state income tax. Such purchases shall
be at the direction of the Plan Administrator as provided in Paragraph I of
Article IV.

     

    Stock
dividends, stock splits, and other distributions payable on Employer Common
Stock as the result of a recapitalization or other adjustment in the
capitalization 

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

       

      of the
Employer shall be treated as principal and held by the Trustee pursuant to the
terms of the
Trust.

    

    


    3. Exercise of Voting
Rights. The Trustee shall exercise the voting rights attributable to
Employer Common Stock held in the Trust in accordance with the instructions of
the Plan Administrator.

     

    4. Nominee. The Trustee
may register the assets comprising the Trust in the name of the Trustee or the
Trustee’s nominee. Further, the Trustee may hold any security in bearer form.
Notwithstanding the foregoing, however, the Employer, to the extent such assets
were contributed by the Employer, or the Participating Subsidiary, to the extent
such assets were contributed by the Participating Subsidiary shall, at all
times, be the beneficial owner of such assets (and the earnings
thereon).

     

    5. Acquisition of Employer
Common Stock. The Trustee shall purchase, from time to time, Employer
Common Stock in accordance with the instructions of the Plan Administrator on
the open market or by private purchase, including purchase from the Employer of
authorized but unissued shares and shares held as treasury stock. Such purchases
shall be made in accordance with the purchase price directed by the Plan
Administrator. With respect to the purchase of Employer Common Stock acquired
through public or private purchase, the Employer or a Participating Subsidiary
shall pay the actual expenses of such transaction.

     

    


    ARTICLE
V

    ACCOUNTING

    


    Within a
reasonable period after the close of each calendar year, the Trustee shall
furnish the Plan Administrator with a complete accounting showing the assets
held in the Trust as of the last day of such year and the fair market value of
such assets. The accounting shall also contain a statement of any purchases,
sales, distributions, and contributions which occurred during the calendar
year.

    


    For
purposes of completing the accounting contemplated in the preceding sentence,
the Plan Administrator shall provide the Trustee with the fair market value of
Employer Common Stock held by the Trustee. The Trustee shall be entitled to rely
on such valuation, and such valuation may be incorporated by reference in any
report or accounting prepared by the Trustee.

    


    ARTICLE
VI

    MISCELLANEOUS

     

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

    


    1. Fees and
Expenses.  Any brokerage fee, commission or expense incurred in
connection with the purchase of Employer Common Stock shall be paid directly by
the employer,
to the extent such expenses relate to Directors of the Employer, and by the
Participating Subsidiary, to the extent such expenses relate to the Directors of
the Participating Subsidiary. Additional expenses or charges related to the
administration of the Trust shall also be paid by the Employer or the
Participating Subsidiary, as the case may be. Notwithstanding the foregoing, the
Trustee shall pay any applicable Federal or State income tax from the assets
comprising the Trust.

     

    2. Compensation. The
Trustee shall receive such compensation as may he agreed upon by the Trustee and
the Plan Administrator. Such compensation shall be paid directly by the Employer
or the Participating Subsidiary in such proportion as the Plan Administrator
shall determine.

     

    3. Qualification. The
Trustee shall not be required to qualify before, be appointed by, or in the
absence of a breach of trust, account to any court or obtain the order or
approval of any court in the exercise of any power given under the terms of the
Trust.

     

    4. Reliance. The Plan
Administrator and the Employer shall furnish the Trustee with the names and
specimen signatures of the person or persons authorized to act on its behalf.
The Trustee shall be entitled to rely upon the fact that any person so named is
authorized to act until such time as the Trustee receives subsequent written
notice.

     

    The
Trustee is entitled to rely on all directions and information provided by the
person or persons designated in accordance with this Paragraph (4) and shall not
be liable for any action or inaction taken pursuant thereto.

    


    5. Resignation or
Removal. The Trustee may resign at any time by giving thirty days written
notice to the Plan Administrator, Upon such resignation becoming effective, the
Trustee shall perform all acts necessary to transfer the assets of the Trust to
a successor trustee.

     

    The Plan
Administrator may remove the Trustee at any time by giving thirty days’ written
notice the Trust. Upon such removal becoming effective, the Trustee shall
perform all acts necessary to transfer the assets of the Trust to a successor
trustee.

    


    The Plan
Administrator shall have the power to appoint a successor trustee. The successor
trustee shall have the powers conferred upon the Trustee under the terms of the
Plan and the Trust.

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

    


    6. Indemnification. The
Employer and the Participating Subsidiary agree to indemnify and hold harmless
the Trustee from all liabilities and claims arising from the performance of its
duties in accordance with the terms of the Trust, unless such
liability, claim or
expense results from a grossly negligent act or omission or an act or omission
performed in bad faith.

     

    7. Governing Law. The
terms of the Trust shall be governed by the laws of the State of
Louisiana.

     

    8. Bankruptcy of Employer or
Participating Subsidiary. For purposes of this Trust, the term
“Bankruptcy or Insolvency” means that the Employer or Participating Subsidiary
is subject to a pending proceeding as a debtor under the bankruptcy laws of the
United States or similar laws of the State of Louisiana.

     

    


    In the
event of Employer’s or Participating Subsidiary’s Bankruptcy or Insolvency or In
the event the Employer or Participating Subsidiary is unable to meet its debts
as they mature, Its Board of Directors or Chief Executive Officer of Employer
shall notify the Trustee, in writing, within five days of such event. The
Trustee may independently determine that the Employer or Participating
Subsidiary is Bankrupt or Insolvent based upon written notice from a creditor of
Employer or Participating Subsidiary. Unless the Trustee has actual knowledge of
the Employer’s or Participating Subsidiary’s Bankruptcy or Insolvency, the
Trustee shall have no duty to inquire whether the Employer or Participating
Subsidiary is Bankrupt or Insolvent, and the Trustee may rely upon such evidence
as may be furnished to Trustee by the Employer.

    


    When so
notified of the Employer’s or Participating Subsidiary’s Bankruptcy, Insolvency
or inability to meet its debts as they mature, the Trustee shall suspend
payments to Directors of such Bankrupt or Insolvent Employer or Participating
Subsidiary and their beneficiaries, shall hold Trust assets attributable to such
Employer or Participating Subsidiary for the benefit of the general creditors of
such Employer or the Participating Subsidiary, as the case may be, and shall
deliver the assets to satisfy creditors’ claims as directed by a court of
competent jurisdiction. If the Board of Directors or Chief Executive Officer of
Employer notifies the Trustee that the Employer or Participating Subsidiary is
no longer Bankrupt, Insolvent or unable to meet its debts as they mature, the
Trustee shall resume payments to Directors and their beneficiaries out of
whatever assets the Trust may then have.

    


    9. Directors’ Rights.
The Directors and their beneficiaries have no vested interests in any assets of
the Trust, Although it is expected that Plan Benefits will be paid in full or in
part from Trust assets, the Directors and their beneficiaries have no secured
right to any benefit, and upon the Bankruptcy or Insolvency of the Employer or
the Participating Subsidiary, as the case may be, shall have only the same
rights in Trust 

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

       

      assets as
any other unsecured creditor of the Employer or Participating Subsidiary, as the
case may be, has.

    

     

    10. Tax Status of the
Trust. The Trust Is intended to constitute a grantor trust within the
meaning of Section 671 of the Internal Revenue Code of 1986.

     

    11. General Assets of Employer
or Participating Subsidiary. Notwithstanding any provision of the Trust
or the Plan to the contrary, the assets comprising the Trust shall, at all
times, be assets of the Employer, to the extent such assets were contributed by
the Employer, or the Participating Subsidiary, to the extent such assets were
contributed by the Participating Subsidiary, available to satisfy the
obligations of the Employer or the Participating Subsidiary, as the case may be,
in the event of the Employer’s or Participating Subsidiary’s, as the case may
be, Bankruptcy or Insolvency as provided in paragraph 8 of Article
VI.

     

    


    This
document may be executed in counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same
document.

     

    
      	
              WITNESSES:

            	
              MIDSOUTH  BANCORP,
      INC.

            




    /s/ Sally D.
Gary                  
BY: /s/ C.R.
Cloutier

            
C. R. Cloutier

    /s/ Shaleen B.
Pellerin                                                                         President
& CEO

    


        


    


    
      	
              WITNESSES:

            	
              MIDSOUTH  BANK,
      N.A.

            


    

    


    /s/ Sally D.
Gary

    BY: /s/ Karen L.
Hail

            Karen
L. Hail

    /s/ Shaleen B.
Pellerin                                                                       Executive
Vice President

    


    


    DATE:
December 17,
2008

    


    
      
        
           


        

        
          13

          
          

        

        
           


        

      

    

    


    


     Exhibit
A

    DEFERRAL
AUTHORIZATION TO PARTICIPATE IN THE 

    DEFERRED
COMPENSATION PLAN FOR 

    MEMBERS
OF THE BOARD OF DIRECTORS OF 

    MIDSOUTH
BANCORP, INC. AND 

    PARTICIPATING
SUBSIDIARIES

     

     

    1.           The
amount of my compensation that I, as a member of the Board of Directors
of

    Board of
Directors of MidSouth Bancorp, Inc. and/or MidSouth Bank, N.A., elect to have
deferred, invested in common stock of MidSouth Bancorp, Inc. and distributed
subject to the terms of the Deferred Compensation Plan for Members of the Board
of Directors of MidSouth Bancorp, Inc. and Participating Subsidiaries is as
follows:

    


    (Check
applicable blanks)

    


                       
All Board and Committee meeting fees

    


    __________
% of All Board and Committee meeting fees

    


    2.           By
indicating "Yes" below, I elect that the percentage of Fees deferred pursuant
to

    Paragraph
1 above may not be decreased by me at any time before December 31,
200_.

    


      _________YES

    


    __________NO

    


    3.           I
elect to commence participation in the Plan effective as of the 1st day of
January,

    200_.

    


    
      
        
           


        

        
          14

          
          

        

        
           


        

      

    

    


    
      	
              4.

            	
              In
      the event of my death, my interest in the balance in the Deferred
      Compensation Account is to be paid to the following person or
      persons:

            


    

    


    __________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

    


    (If more
than one beneficiary is named, please designate the portion that each
beneficiary is to receive.)

    


     _______________________

    Signature

            

    


    ______________

        Date

    


    This
election was accepted at  5:00 o'clock p.m.  on
the   day
of

    June   ,
200_.

    


     MIDSOUTH BANCORP,
INC.

    


    BY:       ______________________

    C. R.
Cloutier

    President
& C.E.O.

    


    MIDSOUTH  BANK,
N.A.

    


    BY:       _______________________

    Karen L.
Hail

    Senior
Executive Vice President