AMENDED AND RESTATED DEFERRED COMPENSATION PLAN

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:

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”).

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:

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.

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.

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

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.

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.