LOAN AGREEMENTLoan Agreement • August 15th, 1997 • Midsouth Bancorp Inc • National commercial banks • Louisiana
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...Merger Agreement • August 16th, 2004 • Midsouth Bancorp Inc • National commercial banks • Texas
—] Shares MidSouth Bancorp, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2009 • Midsouth Bancorp Inc • National commercial banks • Illinois
MidSouth Bancorp, Inc., a Louisiana corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom Howe Barnes Hoefer & Arnett, Inc. is acting as representative (the “Representative”) an aggregate of [—] shares (the “Firm Shares”) of the common stock, par value $0.10 per share, of the Company (“Common Stock”). The Company also proposes to sell to the several Underwriters, for the sole purpose of covering over-allotments, if any, in connection with the sale of the Firm Shares, at the option of the Underwriters, up to an additional [—] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares.”
SMALL BUSINESS LENDING FUND – SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 29th, 2011 • Midsouth Bancorp Inc • National commercial banks • New York
THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of the Effective Date set forth above (the “Signing Date”) between the Secretary of the Treasury (“Treasury”) and the Company named above (the “Company”), an entity existing under the laws of the Jurisdiction of Organization stated above in the Organizational Form stated above. The Company has elected to participate in Treasury’s Small Business Lending Fund program (“SBLF”). This Agreement contains the terms and conditions on which the Company intends to issue preferred stock to Treasury, which Treasury will purchase using SBLF funds.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 2nd, 2019 • Midsouth Bancorp Inc • National commercial banks • Delaware
This VOTING AND SUPPORT AGREEMENT, dated as of April 30, 2019 (this “Agreement”), is by and between Hancock Whitney Corporation, a Mississippi corporation (“Hancock Whitney”), and the undersigned shareholder (the “Shareholder”) of MidSouth Bancorp, Inc., a Louisiana corporation (“MidSouth”). Capitalized terms used herein and not defined shall have the meanings specified in the Merger Agreement (as defined below).
4,583,334 Shares of Common Stock MIDSOUTH BANCORP, INC. Common Stock, par value $0.10 per share UNDERWRITING AGREEMENTUnderwriting Agreement • June 13th, 2017 • Midsouth Bancorp Inc • National commercial banks • New York
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 31st, 2017 • Midsouth Bancorp Inc • National commercial banks • Louisiana
This Agreement is effective as of the date set forth above and shall continue until the earlier of (i) the payment of all amounts owed hereunder or (ii) the termination of EXECUTIVE’s employment under circumstances under which the EXECUTIVE is not entitled to receive any amounts hereunder.
Recitals:Lease Agreement • April 24th, 2003 • Midsouth Bancorp Inc • National commercial banks
RESTRICTED STOCK AGREEMENT FOR DIRECTORS PURSUANT TO THE MIDSOUTH BANCORP, INC. 2018 LONG-TERM INCENTIVE COMPENSATION PLANRestricted Stock Agreement • May 30th, 2018 • Midsouth Bancorp Inc • National commercial banks • Louisiana
THIS RESTRICTED STOCK AGREEMENT FOR DIRECTORS (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between MidSouth Bancorp, Inc., a Louisiana corporation (the “Company”), and the Participant specified above, pursuant to the MidSouth Bancorp, Inc. 2018 Long-Term Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
LETTER AGREEMENTLetter Agreement • January 14th, 2009 • Midsouth Bancorp Inc • National commercial banks
MidSouth Bancorp, Inc. (the “Company”) anticipates entering into a Securities Purchase Agreement (the “Agreement”), with the United States Department of Treasury (“Treasury”) that provides for the Company’s participation in the Treasury’s TARP Capital Purchase Program (the “CPP”). If the Company does not participate or ceases at any time to participate in the CPP, this letter (“Letter Agreement”) shall be of no further force and effect.
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • September 23rd, 2019 • Midsouth Bancorp Inc • National commercial banks • Louisiana
AGREEMENT MADE as of the 18th day of September, 2019 (this “Agreement”) by and between MIDSOUTH BANCORP, INC., a Louisiana corporation, domiciled in Lafayette, Louisiana (“MIDSOUTH”) and James McLemore, of full age of majority, (“EXECUTIVE”), by these presents do agree and contract that:
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN MIDSOUTH BANCORP, INC. AND PSB FINANCIAL CORPORATION Dated as of September 26, 2012Merger Agreement • September 27th, 2012 • Midsouth Bancorp Inc • National commercial banks • Louisiana
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.
MIDSOUTH BANCORP RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • July 7th, 2010 • Midsouth Bancorp Inc • National commercial banks • Louisiana
WHEREAS, the Company has adopted and maintains the 2007 Omnibus Incentive Compensation Plan (as amended and restated effective April 25, 2007) (the “Plan”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Company depends, with incentives to: (a) enter into and remain in the service of the Company, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company;
OBSERVER RIGHTS AGREEMENTObserver Rights Agreement • October 31st, 2018 • Midsouth Bancorp Inc • National commercial banks • Louisiana
This Observer Rights Agreement (this “Agreement”) is dated as of October 26, 2018 by and between MidSouth Bancorp, Inc., a Louisiana corporation (the “Company”), and Jacobs Asset Management, LLC (“JAM”).
MODIFICATION AGREEMENT State of Georgia Loan Number 4013321-101 June 30, 1999 This agreement between MidSouth Bancorp, Inc., a Louisiana corporation (the "Borrower"), and The Bankers Bank, a banking corporation, of Atlanta, Georgia, (the "Lender")....Modification Agreement • August 12th, 1999 • Midsouth Bancorp Inc • National commercial banks
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 7th, 2004 • Midsouth Bancorp Inc • National commercial banks
This SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the “Amendment”) is made and entered into as of the 15th day of September 2004, by and between MidSouth Bancorp, Inc., a Louisiana bank holding company having its main office in Lafayette, Louisiana (“MidSouth”), and Lamar Bancshares, Inc., a Texas bank holding company having its main office in Beaumont, Texas (the “Seller,” (sometimes referred to collectively with MidSouth as the “Parties”).
AGREEMENT AND PLAN OF MERGER by and between HANCOCK WHITNEY CORPORATION and MIDSOUTH BANCORP, INC. Dated as of April 30, 2019Merger Agreement • May 2nd, 2019 • Midsouth Bancorp Inc • National commercial banks • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of April 30, 2019 (this “Agreement”), by and between Hancock Whitney Corporation, a Mississippi corporation (“Hancock Whitney”) and MidSouth Bancorp, Inc., a Louisiana corporation (“MidSouth”).
OBSERVER RIGHTS AGREEMENTObserver Rights Agreement • October 31st, 2018 • Midsouth Bancorp Inc • National commercial banks • Louisiana
This Observer Rights Agreement (this “Agreement”) is dated as of October 26, 2018 by and between MidSouth Bancorp, Inc., a Louisiana corporation (the “Company”), and Basswood Capital Management, L.L.C. (“Basswood”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • April 30th, 2019 • Midsouth Bancorp Inc • National commercial banks • Louisiana
AGREEMENT MADE as of the 30th day of January, 2019 by and between MIDSOUTH BANCORP, INC., a Louisiana corporation, domiciled in Lafayette, Louisiana ("MIDSOUTH") and Chris Mosteller, of full age of majority, ("EXECUTIVE"), by these presents do agree and contract that:
MIDSOUTH BANCORP, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AGREEMENTPerformance-Based Restricted Stock Unit Grant Agreement • May 8th, 2017 • Midsouth Bancorp Inc • National commercial banks • Louisiana
WHEREAS, MidSouth has adopted and maintains the 2007 Omnibus Incentive Compensation Plan (as amended and restated effective May 23, 2012) (the “Plan”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of MidSouth depends, with incentives to: (a) enter into and remain in the service of MidSouth, (b) acquire a proprietary interest in the success of MidSouth, (c) maximize their performance and (d) enhance the long-term performance of MidSouth;
EMPLOYMENT AGREEMENTEmployment Agreement • October 24th, 2016 • Midsouth Bancorp Inc • National commercial banks • Louisiana
AGREEMENT MADE as of the 19th day of October, 2016, by and between MIDSOUTH BANK NA, a national banking organization organized under the National Banking Act, domiciled in Lafayette, Lafayette Parish, Louisiana, represented herein by its agent, TROY CLOUTIER, MIDSOUTH BANCORP, a Louisiana corporation, domiciled in Lafayette, Lafayette Parish, Louisiana, represented herein by its agent, WILL G. CHARBONNET, (herein sometimes jointly referred to as “BANK”) and CLIVE R. CLOUTIER, of full age of majority, a resident of and domiciled in Lafayette, Lafayette Parish, Louisiana (herein sometimes referred to as “EXECUTIVE”) by these presents do agree and contract that:
PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT FOR EMPLOYEES PURSUANT TO THE MIDSOUTH BANCORP, INC. 2018 LONG-TERM INCENTIVE COMPENSATION PLANPerformance-Based Restricted Stock Unit Agreement • May 30th, 2018 • Midsouth Bancorp Inc • National commercial banks • Louisiana
THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT FOR EMPLOYEES (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between MidSouth Bancorp, Inc., a Louisiana corporation (the “Company”), and the Participant specified above, pursuant to the MidSouth Bancorp 2018 Long-Term Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 6th, 2004 • Midsouth Bancorp Inc • National commercial banks • Texas
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 statemen
EMPLOYMENT AGREEMENTEmployment Agreement • November 25th, 2009 • Midsouth Bancorp Inc • National commercial banks
AGREEMENT MADE as of the 10th day of February, 1999, by and between MIDSOUTH NATIONAL BANK, a Louisiana corporation, domiciled in Lafayette, Lafayette Parish, Louisiana, represented herein by its agent, WILL G. CHARBONNET, (hereinafter sometimes referred to as the BANK), KAREN HAIL, of full age of majority, a resident of and domiciled in Lafayette, Lafayette Parish, Louisiana (hereinafter sometimes referred to as EXECUTIVE), by these presents do agree and contract that:
MIDSOUTH BANCORP, INC. RESTRICTED STOCK GRANT AGREEMENTRestricted Stock Grant Agreement • November 6th, 2015 • Midsouth Bancorp Inc • National commercial banks • Louisiana
WHEREAS, MidSouth has adopted and maintains the 2007 Omnibus Incentive Compensation Plan (as amended and restated effective May 23, 2012) (the “Plan”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Company depends, with incentives to: (a) enter into and remain in the service of the Company, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company;
MIDSOUTH BANCORP, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • May 25th, 2012 • Midsouth Bancorp Inc • National commercial banks
THIS INCENTIVE STOCK OPTION AGREEMENT (“Agreement”), dated as of _________________ (the “Date of Grant”), between MidSouth Bancorp, Inc. (“MidSouth”) and _________________ (the “Optionee”).
JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURE THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAW. NEITHER THIS SECURITY NOR...Junior Subordinated Deferrable Interest Debenture • May 15th, 2001 • Midsouth Bancorp Inc • National commercial banks
ContractIndependent Consultant Agreement • May 10th, 2019 • Midsouth Bancorp Inc • National commercial banks • Louisiana
EXECUTIVE INDEXED SALARY CONTINUATION PLAN AGREEMENTExecutive Indexed Salary Continuation Plan • March 13th, 2015 • Midsouth Bancorp Inc • National commercial banks • Louisiana
This Agreement, made and entered into this 15th day of February, 1996, by and between MidSouth National Bank, a Bank organized and existing under the laws of the State of Louisiana, hereinafter referred to as “the Bank”, and C. Russell Cloutier, a Key Employee and the Executive of the Bank, hereinafter referred to as “the Executive”.
United States Department of the TreasurySecurities Purchase Agreement • August 29th, 2011 • Midsouth Bancorp Inc • National commercial banks
Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms (the “Securities Purchase Agreement”), dated as of the date set forth on Schedule A hereto, between the United States Department of the Treasury (the “Investor”) and the company set forth on Schedule A hereto (the “Company”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Securities Purchase Agreement. Pursuant to the Securities Purchase Agreement, at the Closing, the Company issued to the Investor the number of shares of the series of its preferred stock set forth on Schedule A hereto (the “Preferred Shares”) and a warrant to purchase the number of shares of its common stock set forth on Schedule A hereto (the “Warrant”).
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • December 31st, 2012 • Midsouth Bancorp Inc • National commercial banks • Delaware
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”).
AGREEMENT BY AND BETWEENBanking Compliance Agreement • July 25th, 2017 • Midsouth Bancorp Inc • National commercial banks
MidSouth Bank, National Association, Lafayette, Louisiana (“Bank”) and the Comptroller of the Currency of the United States of America (“Comptroller”) wish to protect the interests of the depositors, other customers, and shareholders of the Bank, and, toward that end, wish the Bank to operate safely and soundly and in accordance with all applicable laws, rules, and regulations.
