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                                                                  EXHIBIT 10(d)
                           SOUTHSIDE BANCSHARES CORP.

                             DEFERRED COMPENSATION

                               PLAN FOR DIRECTORS

                                   ARTICLE I

                                  Definitions

         Section 1.1              "Additions" means all amounts credited to the
Director's Deferred Compensation Account pursuant to Article IV herein.

         Section 1.2              "Beneficiary" means any person (including but
not limited to any trust, estate, fiduciary, corporation, foundation, but
excluding the Director) designated by the Director in a written document
delivered to the Corporation to receive any benefit under this Plan after the
death of the Director or if, for any reason, such designation shall be legally
ineffective, then in any of said events the amounts which would have been paid
to the designated living beneficiary shall be paid to the estate of the
Director.

         Section 1.3.             "Board of Directors" means the Board of
Directors of Southside Bancshares Corp.

         Section 1.4.             "Committee" means the Executive Committee of
Southside Bancshares Corp.

         Section 1.5.             "Compensation" means the retainer and fees
payable to a Director for his services to the Corporation in such capacity
during the Plan Year excluding any amounts paid for services as an employee of
the Corporation.

         Section 1.6.             "Corporation" means Southside Bancshares
Corp.

         Section 1.7.             "Deferral Amount" means the Compensation
which a Director elects to defer under the Plan for any Plan Year.

         Section 1.8.             "Deferred Compensation Account" means a
bookkeeping account maintained by the Corporation for the Directors which
reflects accumulated Deferral Amounts of the Directors, plus Additions thereto
calculated as set forth in Article IV herein.

         Section 1.9.             "Director" means a member of the Board of
Directors of the Corporation.

         Section 1.10.            "Effective Date" means April 25, 1996.
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         Section 1.11.     "Normal Retirement" means termination of a
Director's service to the Corporation in such capacity for reasons other than
death.

         Section 1.12.     "Plan" means the Southside Bancshares Corp.
Deferred Compensation Plan for Directors.

         Section 1.13.            "Plan Year" means the period commencing on
the Effective Date and ending December 31, 1996 and any twelve-month period
commencing January 1, thereafter.

                                   ARTICLE II

                                  ELIGIBILITY

         Section 2.1       A Director is eligible to participate in the
Plan if he completes a Participant Agreement indicating his agreement to the
terms of the Plan, a form of which is attached hereto as Exhibit A.

                                  ARTICLE III

                            DEFERRAL OF COMPENSATION

         Section 3.1       A Director shall have the right to elect
annually to defer all or a portion of his Compensation for the Plan Year;
provided, however, that, with respect to the Plan Year commencing on the
Effective Date, such deferral shall be limited to Compensation payable to the
Director after April 24, 1996, and a Director who first becomes entitled to
Compensation during a Plan Year may elect to defer all or a portion of his
Compensation for such Plan Year and such deferral shall be limited to
Compensation payable to the Director following his entitlement.

         Section 3.2       The Director shall notify the Corporation of
his election to defer for any Plan Year by completing an Annual Election Form,
a form of which is attached hereto as Exhibit B.

         Section 3.3       To be effective, the Annual Election Form for
the Plan Year commencing on the Effective Date must be received by the
Corporation on or before April 25, 1996, or, in the case of a Director who
first becomes entitled to Compensation during a Plan Year, such Annual Election
Form must be received prior to such entitlement.  Thereafter, the Annual
Election Form must be received before the first day of the Plan Year to which
the election relates.

         Section 3.4       An election to defer for any Plan Year shall be
irrevocable.

         Section 3.5       The Deferred Amount shall be credited to a
Director's Deferred Compensation Account as a cash amount on the date the
Deferral Amount would otherwise have been paid to the Director.

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                                   ARTICLE IV

                         ADDITIONS TO DEFERRAL AMOUNTS

         Section 4.1.    The Corporation on the Friday following the
fourth Thursday of each month will credit the Director's Deferred Compensation
Account with interest Additions thereon.  Interest Additions shall be
calculated by multiplying the cash balance of the Deferred Compensation Account
as of the Wednesday preceding the fourth Thursday  of each month by a rate
equal to one-twelfth (1/12) of the effective interest rate on such date for
United States Treasury Bills with a one-year maturity.

                                   ARTICLE V

                       BENEFITS RESULTING FROM DEFERRALS

         Section 5.1.    Upon the Normal Retirement or death, or both,
of the Director, the amount credited to the Director's Deferred Compensation
Account shall be payable to the Director in the manner provided by Article V.

         Section 5.2.    At the time of executing his Participation
Agreement, a Director must elect to receive amounts credited to his Deferred
Compensation Account under one of the following benefit payment schedules:

                 (a)     one lump sum, payable not later than thirty (30) days
after the Director's Normal Retirement; or

                 (b)     a series of substantially equal yearly installments
         over a five (5) year period, payable each January following the
         Director's Normal Retirement.

         Section 5.3.    Upon the death of a Director, the amount
credited to the Director's Deferred Compensation Account not yet distributed
shall be payable to the Director's Beneficiary in a lump sum no later than
thirty (30) days after the date the Corporation receives notice of the
Director's death.

                                   ARTICLE VI

                                 ADMINISTRATION

         Section 6.1.    The Plan shall be administered by the
Committee.  The Committee shall administer the Plan in accordance with its
terms and shall have all powers necessary to carry out the provisions of the
Plan, including the power, in its sole discretion, to accelerate the payment of
benefits under the Plan to any Director or Beneficiary.

         Section 6.2.    The Committee shall, with respect to the
general management of the Plan, have the sole, final and absolute right to
reconcile any inconsistency in the Plan, to interpret and construe the
provisions of the Plan in all particulars in such manner and to such extent as
it deems proper and to





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take all action and make all decisions and determination necessary under the
Plan or in connection with its administration, interpretation and application.
Any interpretation or construction placed upon any term or provision of the
Plan by the Committee, any decision of the Committee with regard to the rights
of a Director, former Director or Beneficiary or any other person, any
reconciliation of an inconsistency in the Plan made by the Committee and any
other action, determination or decision whatsoever taken by the Committee,
shall be final, conclusive and binding upon all persons or parties interested
or concerned in the Plan.

                                  ARTICLE VII

                                 MISCELLANEOUS

         Section 7.1.    The Corporation shall maintain a record of
each Director's accumulated Deferral Amounts and Additions thereto by means of
a Deferred Compensation Account.

         Section 7.2.    Nothing contained in this Plan and no section
taken pursuant to the provisions thereof shall create or be construed to create
a trust of any kind or a fiduciary relationship between the Corporation and the
Director, the Director's Beneficiary or any other person.

         Section 7.3.    To the extent that any person acquires the
right to receive payment of benefits from the Corporation under this Plan, such
right shall be no greater than the rights of any unsecured general creditor of
the Corporation.

         Section 7.4.    Neither the Director, his Beneficiary, heirs,
assigns, trust, estate, nor any other person claiming through or under the
Director shall have any right to commute, encumber or dispose of the right to
receive payments hereunder, all of which payments and the right thereto are
expressly declared to be nonassignable and any such attempt at assignment shall
be void and of no effect.

         Section 7.5.    No provision of this Plan nor any action
taken hereunder shall be construed as giving the Director any right to be
retained by the Corporation.

         Section 7.6.    The Corporation shall, to the extent
permitted by law, have the right to deduct from any payments of any kind with
respect to the benefit otherwise due to the Director any Federal, state or
local taxes of any kind required by law to be withheld from such payments.

         Section 7.7.    The Plan shall be governed and construed in
accordance with the laws of the State of Missouri.  In the event any provision
of this Plan is held invalid, void or unenforceable, the same shall not affect,
in any respect whatsoever, the validity of any other provision of this Plan.





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                                  ARTICLE VIII

                           TERMINATION AND AMENDMENT

         Section 8.1.     The Board of Directors will have full power
and authority to amend, modify, alter or terminate this Plan in whole or in
part; provided, however, that any such termination, modification or amendment
shall not terminate or diminish any rights or benefits accrued by a Director
under this Plan as of the effective date of any such termination, modification
or amendment.





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