Midsouth Bancorp – Contingent Value Rights Agreement (December 31st, 2012)

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of December 28, 2012 (this "Agreement"), is entered into by and between MidSouth Bancorp, Inc., a Louisiana corporation ("MidSouth") and Computershare Shareowner Services LLC, a New Jersey limited liability company (the "Rights Agent").

Midsouth Bancorp – AGREEMENT AND PLAN OF MERGER BY AND BETWEEN MIDSOUTH BANCORP, INC. AND PSB FINANCIAL CORPORATION Dated as of September 26, 2012 (September 27th, 2012)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of September 26, 2012, by and between MIDSOUTH BANCORP, INC. ("MSL"), a corporation organized under the laws of the State of Louisiana, with its principal office located in Lafayette, Louisiana, and PSB FINANCIAL CORPORATION ("PSB"), a corporation organized under the laws of the State of Louisiana, with its principal office located in Many, Louisiana.