35240817v4. EXECUTIVE and MIDSOUTH or any of its subsidiaries, including the Bank, relating solely to severance in connection with the termination of EXECUTIVE's employment on or within two years after a Change in Control. In addition, EXECUTIVE acknowledges and agrees that EXECUTIVE will not be eligible to receive benefits under the MIDSOUTH Bank Severance Plan if EXECUTIVE becomes entitled to receive payments under this Agreement. This Agreement shall not supersede any of EXECUTIVE's eligibility for health and welfare benefits including COBRA, nor supersede any short-term and long-term incentive compensation agreements entered by EXECUTIVE and MIDSOUTH or the Bank. No amendment or modification of the terms of this Agreement shall be binding or effective unless expressed in writing and signed by each party.