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                                                                    Exhibit 3(b)


                                RESTATED BYLAWS

                                       OF

                           SOUTHSIDE BANCSHARES CORP.

                            (A Missouri Corporation)


                            Dated February 24, 1994



                                     INDEX


<TABLE>
<S>                                     <C>
ARTICLE I                               Offices and Records

ARTICLE II                              Seal

ARTICLE III                             Shareholders Meetings

ARTICLE IV                              Directors

ARTICLE V                               Officers

ARTICLE VI                              Share of Stock

ARTICLE VII                             Indemnification

ARTICLE VIII                            General
</TABLE>





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                            I.  OFFICES AND RECORDS

     Registered Office and Registered Agent.  The location of the registered
office and the name of the registered agent of the Corporation in the State of
Missouri shall be determined from time to time by the Board of Directors and
shall be on file in the appropriate office of the State of Missouri pursuant to
applicable provisions of law.

     Corporate Offices.  The Corporation may have such corporate offices,
anywhere within and without the State of Missouri as the Board of Directors
from time to time may appoint, or the business of the Corporation may require.
The "principal place of business" or "principal business" or "executive" office
or offices of the Corporation may be fixed and so designated from time to time
by the Board of Directors, but the location or residence of the Corporation in
Missouri shall be deemed for all purposes to be in the city or county in which
its registered office in Missouri is maintained.

     Records.  The Corporation shall keep at its registered office, or
principal place of business, in Missouri, original or duplicate books in which
shall be recorded the number of its shares subscribed, the names of the owners
of its shares, the numbers owned of record by them respectively, the amount of
shares paid, and by whom, the transfer of said shares with the date of
transfer, the amount of assets and liabilities, and the names and places of
residence of its Officers, and from time to time such other or additional
records, statements, lists, and information as may be  required by law,
including the Shareholders' lists mentioned in these Bylaws.

     Inspection of Records.  A Shareholder, if he is entitled and demands to
inspect the records of the Corporation pursuant to any statutory or other legal
right, shall be privileged to inspect such records only during the usual and
customary hours of business and in such manner as will not unduly interfere
with the regular conduct of the business of the Corporation.  A Shareholder may
delegate his right of inspection to his representative on the condition that,
if the representative is not an attorney, the Shareholder and representative
agree with the Corporation to furnish to the Corporation, promptly as completed
or made, a true and correct copy of each report with respect to such inspection
made by such representative.  No Shareholder shall use or permit to be used or
acquiesce in the use by others of any information so obtained, to the detriment
competitively of the Corporation, nor shall he furnish or permit to be
furnished any information so obtained to any competitor or prospective
competitor of the Corporation.  The Corporation as a condition precedent to any
Shareholder's inspection of the records of the Corporation may require the
Shareholder to indemnify the Corporation against any loss or damage which may
be suffered by it arising out of or resulting from any unauthorized disclosure
made or permitted to be made by such Shareholder of information obtained in the
course of such inspection.

                                   II.  SEAL

     Corporate Seal.  The corporate seal shall have inscribed thereon the name
of the Corporation and the words: Corporate Seal Missouri.  Said seal may be
used by causing it or a facsimile thereof to be impressed or affixed or in any
manner reproduced.




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                          III.  SHAREHOLDERS MEETINGS

     Place Of Meeting.  Any annual meeting or special meeting of the
Shareholders of the Corporation is to held at such place within or without the
State of Missouri as may be designated by the Board of Directors or executive
committee of the Corporation.  If there is a failure to designate a place for
such meetings, the same is to be held at the principal place of business of the
Corporation.

     Annual Meetings.  The annual meeting of the Corporation's Shareholders is
to be held at 2:00 p.m. on the fourth Thursday of the month of April of each
year, immediately following the end of each tax year, if not a legal holiday,
and if a legal holiday, then on the next business day following such date, for
the purpose of electing Directors and for the transaction of such other
business as may properly come before the meeting.

     Special Meetings.  Special meetings of the Shareholders will be called by
the Secretary upon request of the President or a majority of the members of the
Board of Directors or upon the written request of the holders of not less than
eighty percent (80%) of all the outstanding shares of the Corporation's stock
entitled to vote at such meeting.  Notwithstanding the provisions of any
Articles of the Articles of Incorporation or any other Article herein, this
section of the Bylaws may not be amended or repealed without the consent of the
holders of eighty percent (80%) of the outstanding shares of the Corporation.

     Action in Lieu of Meeting.  Actions shall be taken by the Shareholders
only at annual or special meetings of Shareholders, and Shareholders may not
act by written consent.  This Section of the Bylaws may not be altered, amended
or repealed except by an affirmative vote of at least eighty percent (80%) of
the total number of Directors or by eighty percent (80%) of the Shareholders of
the Corporation, as provided by the Articles of Incorporation.

     Notice.  Written notice of each meeting of the Shareholders, whether
annual or special, stating the place, day and hour of the meeting, and in case
of special meeting the purpose or purposes thereof, shall be delivered or given
to each Shareholder entitled to vote thereat, not less than ten days nor more
than fifty days prior to the meeting.

     Any notice of a Shareholders' meeting sent by mail shall be deemed to be
delivered when deposited in the United States Mail with postage thereon prepaid
addressed to the Shareholder at his address as it appears on the records of the
Corporation.

     Waiver of Notice.  Whenever any notice is required to be given under the
provisions of these Bylaws, or the Articles of Incorporation of the Corporation
or any law, a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time states therein, shall
be deemed the equivalent to the giving of such notice.

     To the extent provided by law, attendance at any meeting shall constitute
a waiver of notice of such meeting.

     Business Transacted at Annual and Special Meetings.  At each annual
meeting of Shareholders, the Shareholders shall elect Directors and transact
such other business as shall properly come before the meeting.  Business
transacted at all special meetings shall be confined to the purposes stated in
the notice




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of such meetings.  In order for any nomination for Director to be entertained
at any meeting or for any business to be transacted at any annual meeting of
the Shareholders, other than nominations or business made or proposed by or at
the direction of the Board of Directors, notice thereof must be received from
the nominating or proposing Shareholder by the Secretary of the Corporation,
accompanied or promptly followed by such supporting information as the
Secretary shall reasonably request, not less than seventy-five days prior to
the date of any annual meeting or more than seven days after the mailing of
notice of any special meeting.

     Quorum.  Except as may be otherwise provided by law or by the Articles of
Incorporation, the holders of a majority of the voting shares issued and
outstanding, and entitled to vote thereat, present in person or by proxy, shall
be requisite for and shall constitute a quorum, at all meetings of the
Shareholders, for the transaction of business.  If, however, such quorum should
not be present at any meeting, the Shareholders present and entitled to vote
shall have power successively to adjourn the meeting, without notice other than
announcement at the meeting, to a specified date not longer than ninety days
after such adjournment.  At such adjourned meeting at which a quorum is present
any business may be transacted which might have been transacted at the meeting
as originally notified.

     Voting.  Each Shareholder shall be entitled to vote in person or by proxy
and shall have one vote for each share of stock entitled to vote under the
provisions of the Articles of Incorporation which is registered in his or her
name on the books of the Corporation.  Cumulative voting for the election of
Directors is denied.

     If the Board of Directors shall not have closed the transfer books of the
Corporation or set a record date for the determination of its Shareholders
entitled to vote, as otherwise provided in these Bylaws, no person shall be
admitted to vote directly or by proxy except those in whose names the shares of
the Corporation shall have stood on the transfer books on a date fifty days
previous to the date of the meeting.

     Removal of Directors.  At a meeting called expressly for that purpose, a
Director of the Corporation or the entire Board of Directors of the Corporation
may be removed without cause only upon the affirmative vote of the holders of
not less than eighty percent (80%) of the shares entitled to vote generally in
the election of Directors; provided, however, that, if less than the entire
Board of Directors is to be so removed without cause, no one of the Directors
may be removed if the votes cast against such Director's removal would be
sufficient to elect such Director if then cumulatively voted at an election of
the Class of Directors of which such Director is a part.  At a meeting called
expressly for that purpose, a Director may be removed by the Shareholders for
cause by the affirmative vote of the holders of majority of the shares entitled
to vote upon his election.

     Inspectors.  At each meeting of Shareholders where the object of the
meeting shall be to elect Directors or to take a vote of the Shareholders on
any proposition, the presiding Officer of the meeting shall appoint not less
than two persons, who are not Directors of this Corporation, inspectors to
receive and canvass the votes given at such meeting and certify the result to
him or her.

                                 IV.  DIRECTORS

     Qualifications and Number.  The business of the Corporation shall be
managed under the direction of its Board of Directors and each Director shall
be a natural person of full age.  In order to be qualified for




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nomination for, and election to, the Corporation's Board of Directors, a person
must own a minimum of 1,000 shares of common stock of the Corporation.  For
purposes of this paragraph, the requisite number of shares may be owned (i) by
the Director in his own name; (ii) by the Director's spouse (whether in his or
her own name or jointly with the Director); (iii) by any trust for which the
Director is the trustee or co-trustee and also the grantor or the sole
beneficiary; (iv) by a custodian or broker for the account of either the
Director, the Director's spouse or a trust described in (iii), above; or (v) by
the Director's minor child, provided such shares were given to the child by the
Director or the Director's spouse in accordance with the Uniform Gift to Minors
Act.

     The number of Directors which shall constitute the whole Board shall be
fixed, from time to time, by resolutions adopted by the Board, but shall not be
less than nine (9) persons nor more than fifteen (15).  The Board shall be
divided into three classes as nearly equal in number as possible whose term
expire at different times.  When the initial Board is elected, two (2)
Directors shall be elected for a term of one (1) year; two (2) Directors for a
term of two (2) years; and three (3) Directors for a term of three (3) years.
At each subsequent annual Shareholders, meeting, successors to the class of
Directors whose term expire that year shall be elected to hold office for a
term of three (3) years.  Notwithstanding the provisions of any other Article
herein, this section of the Bylaws may not be amended or repealed without the
consent of the holders of eighty percent (80%) of the outstanding shares of the
Corporation.

     Classes, Election and Term.  The Board of Directors shall be and is
divided into three classes, Class I, Class II and Class III, which shall be as
nearly equal in number as possible.  At each annual meeting, the Shareholders
shall elect by ballot the members of the Board of Directors.  Each person
appointed or elected as a Director shall hold office until the annual meeting
of the Shareholders at which his or her term expires or until his or her
successor shall have been elected by the Shareholders, unless he shall have
been removed by the Shareholders.  Each Director elected thereafter shall hold
office for a term of years as specified for his or her class and after three
years all Directors will be elected for terms of three (3) years and thereafter
until his or her successor shall have been elected and qualify, unless he shall
be removed by action of the Shareholders.  Whenever any vacancy on the Board of
Directors shall occur due to death, resignation, retirement, removal, or
resulting from an increase in the authorized number of Directors, or otherwise,
a majority of the remaining Directors then in office, although less than a
majority of the entire Board of Directors, may fill the vacancy or vacancies so
created until a successor or successors shall be duly elected by the
Shareholders and shall qualify.  The Board of Directors may apportion any
increase or decrease in Directorships among the classes as nearly equal in
number as possible.  Notwithstanding the provision of any other Article herein,
only the remaining Directors of the Corporation shall have the authority, in
accordance with the procedure stated above, to fill any vacancy which exists on
the Board of Directors.

     Powers of the Board.  The property and business of the Corporation shall
be managed by the Directors, acting as a Board.  The Board shall have and is
vested with all and unlimited powers and authorities, except as may be
expressly limited by law, the Articles of Incorporation or by these Bylaws, to
do or cause to be done any and all lawful things for and in behalf of the
Corporation, to exercise or cause to be exercised any or all of its powers,
privileges and franchises, and to seek the effectuation of its objects and
purposes.

     Meetings of the Newly Elected Board--Notice.  The members of each newly
elected Board shall meet (i) at such time and place, either within or without
the state of Missouri, as shall be suggested or




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provided for by resolution of the Shareholders at the annual meeting and no
notice of such meeting shall be necessary to the newly elected Directors in
order legally to constitute the meeting, provided a quorum shall be present, or
(ii) if not so suggested or provided for by resolution of the Shareholders or
if a quorum shall not be present, the members of such Board may meet at such
time and place as shall be consented to in writing by a majority of the newly
elected Directors, provided that written or printed notice of such meeting
shall be mailed, sent by telegram or delivered to each of the same Directors in
the same manner as provided in these Bylaws with respect to the giving of
notice for special meetings of the Board except that it shall not be necessary
to state the purpose of the meeting in such notice, or (iii) regardless of
whether or not the time and place of such meeting shall be suggested or
provided for by resolution of the Shareholders at the annual meeting, the
members of such Board may meet at such time and place as shall be consented to
in writing by all of the newly elected Directors.  Each Director, upon his
election, shall qualify by accepting the office of Director, and his attendance
at, or his written approval of the minutes of, any meeting of the newly elected
Directors shall constitute his acceptance of such office; or he may execute
such acceptance by a separate writing, which shall be placed in the minute
book.

     Regular Meetings--Notice.  Regular meetings of the Board may be held
without notice at such times and places either within or without the State of
Missouri as shall from time to time be fixed by resolution adopted by the full
Board of Directors.  Any business may be transacted at a regular meeting.

     Special Meetings--Notice.  Special meetings of the Board may be called at
any time by the Chairman of the Board or the President, or by any three or more
of the Directors.  The place may be within or without the State of Missouri as
designated in the notice.

     Written or printed notice of each special meeting of the Board, stating
the place, day and hour of the meeting and the purpose or purposes thereof,
shall be mailed to each Director at least three (3) days before the day on
which the meeting is to be held, or shall be sent to him by telegram, or be
delivered, at least two (2) days before the day on which the meeting is to be
held.  If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail with postage thereon addressed to the Director at his
residence or usual place of business.  If notice be given by telegraph, such
notice shall be deemed to be delivered when the same is delivered to the
telegraph company.

     Action in Lieu of Meeting.  Any action required or permitted to be taken
at a meeting of the Board of Directors may be taken without a meeting if a
consent in writing setting forth the action so taken shall be signed by all the
Directors entitled to vote with respect to the subject matter thereof.  Any
such consent signed by all the Directors shall have the same effect as a
unanimous vote and may be stated as such in any document describing the action
taken by the Board of Directors.

     Meeting by Conference Telephone or Similar Communications Equipment.
Members of the Board of Directors of the Corporation or any committee
designated by such Board, may participate in a meeting of such Board or
committee by means of conference telephone or similar communications equipment
whereby all persons participating in the meeting can hear each other, and
participate in a meeting in such manner shall constitute presence in person at
such meeting.

     Quorum.  At all meetings of the Board a majority of the full Board of
Directors shall, unless a greater number as to any particular matter is
required by the Articles of Incorporation or these Bylaws, constitute a quorum
for the transaction of business, and the act of a majority of the Directors
present at any




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meeting at which there is a quorum, except as may be otherwise specifically
provided by statute, by the Articles of Incorporation, or by these Bylaws,
shall be the act of the Board of Directors.

     Less than a quorum may adjourn a meeting successively until a quorum is
present, and no notice of adjournment shall be required.

     Waiver.  Any notice provided or required to be given to the Directors may
be waived by any of them, whether before, at, or after the time stated therein.

     Attendance of a Director at any meeting shall constitute a waiver of
notice of such meeting except where he attends for the express purpose, and so
states at the opening of the meeting, of objecting to the transaction of any
business because the meeting is not lawfully called or convened.

     Vacancies.  If the office of any Director becomes vacant by reason of
death or resignation, a majority of the survivors or remaining Directors may
fill the vacancy until a successor shall have been duly elected at a
Shareholders' meeting.

     Executive Committee.  The Board of Directors may, by resolution passed by
a majority of the whole Board, designate an executive committee, such committee
to consist of two or more Directors of the Corporation.  Said committee, to the
extent provided in said resolution, shall have and may exercise all of the
authority of the Board of Directors in the management of the Corporation.

     The executive committee shall keep regular minutes of its proceedings and
the same shall be recorded in the minute book of the Corporation.  The
Secretary or an Assistant Secretary of the Corporation may act as Secretary for
the committee if the committee so requests.

     Compensation of Directors and Committee Members.  Directors and members of
all committees shall not receive any stated salary for their services as such,
but by resolution of the Board, a fixed sum and expenses of attendance, if any,
may be allowed for attendance at each regular or special meeting of the Board
or committee; provided that nothing herein contained shall be construed to
preclude any Director or committee member from serving the Corporation in any
other capacity and receiving compensation therefor.

     Protection of Director for Reliance on Corporate Records.  No Director
shall be liable for dividends legally declared, distribution legally made to
Shareholders, or any other action taken in reliance in good faith upon
financial statements of the Corporation represented to him to be correct by the
president of the Corporation or the Officer having charge of the books of
account, or certified by an accountant to fairly represent the financial
condition of the Corporation; nor shall any such Director be liable for
determining in good faith the amount available for dividends or distributions
by considering the assets to be of their book values.

                                  V. OFFICERS

     Officers--Who Shall Constitute.  The Officers of the Corporation shall be
a President and a Secretary, and the Corporation may have, as Officers, one or
more Vice Presidents, a Treasurer, one or more Assistant Secretaries and one or
more Assistant Treasurers.  The Board shall elect or appoint a




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President and Secretary at its first meeting after each annual meeting of the
Shareholders.  The Board then, or from time to time, may also elect or appoint
one or more other Officers as it shall deem advisable, but need not elect or
appoint any Officers other than a President and a Secretary.

     An Officer need not be a Shareholder.

     Any two or more of such offices may be held by the same person, except the
offices of President and Secretary.

     Term of Office.  Each Officer of the Corporation shall hold his office for
the term for which he was elected, or until he resigns or is removed by the
Board, whichever first occurs.

     Removal.  Any Officer or agent elected or appointed by the Board of
Directors may be removed or discharged by the Board whenever in its judgment
the best interests of the Corporation would be served thereby.

     Salaries and Compensation.  Salaries and compensation of all elected
Officers of the Corporation shall be fixed, increased or decreased by the Board
of Directors.

     The President.  The President shall be the chief executive Officer of the
Corporation.  Except as otherwise provided for in these Bylaws, the President
shall preside at all meetings of the Shareholders and Directors.  The president
shall have general and active management of the business of the Corporation and
shall carry into effect all directions and resolutions of the Board.

     The president shall have such other or further duties and authority as may
be prescribed elsewhere in these Bylaws or as may be prescribed from time to
time by the Board of Directors.

     Vice President.  The Vice President shall, in the absence, disability or
inability to act of the President, perform the duties and exercise the powers
of the President, and shall perform such other duties as the Board of Directors
shall from time to time prescribe.

     The Secretary.  The Secretary shall attend all sessions of the Board and,
except as otherwise provided for in these Bylaws, all meetings of the
Shareholders, and shall record or cause to be recorded all votes taken and the
minutes of all proceedings in a minute book of the Corporation to be kept for
that purpose.  The Secretary shall perform like duties for the executive and
other standing committees when requested by the Board or such committee to do
so.

     The Secretary shall have the principal responsibility to give, or cause to
be given, notice of all meetings of the Shareholders and of the Board of
Directors, but this shall not lessen the authority of others to give such
notice as is authorized elsewhere in these Bylaws.

     The Secretary shall see that all books, records, lists and information, or
duplicates required to be maintained at the registered or some office of the
Corporation in Missouri, or elsewhere, are so maintained.





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     The Secretary shall keep in safe custody the seal of the Corporation, and
when duly authorized to do so, shall affix the same to any instrument requiring
it, and when so affixed, shall attest the same by his signature.

     The Secretary shall perform such other duties and have such other
authority as may be prescribed elsewhere in these Bylaws or as may be
prescribed from time to time by the Board of Directors or the President, under
whose direct supervision the Secretary shall be.

     The Treasurer.  The Treasurer shall have the general duties, powers and
responsibilities of a Treasurer of a Corporation, and shall be the chief
financial and accounting Officer of the Corporation.

     The Treasurer shall perform such other duties and shall have such other
responsibility and authority as may be prescribed from time to time by the
Board of Directors.

                              VI.  SHARES OF STOCK

     Certificate for Share of Stock.  The certificates for shares of stock of
the Corporation shall be numbered, shall be in such form as may be prescribed
by the Board of Directors in conformity with law, and shall be entered in the
stock books of the Corporation as they are issued, and such entries shall show
the name and address of the person, firm, partnership, Corporation or
association to whom each certificate is issued.  Each certificate shall have
printed, typed or written thereon the name of the person, firm, partnership,
Corporation or association to whom it is issued, and the number of shares
represented thereby and shall be signed by the President or a Vice President,
and the Secretary or an Assistant Secretary of the Corporation and sealed with
the seal of the Corporation, which seal may be facsimile, engraved or printed.

     Lost or Destroyed Certificates.  In case of the loss or destruction of any
certificate for shares of stock of the Corporation, upon due proof of the
registered owner thereof or his representatives, by affidavit of such loss or
otherwise, the President and Secretary may issue a duplicate certificate
(plainly marked "duplicate") in its place, upon the Corporation being fully
indemnified therefor.

     Transfers of Shares, Transfer Agent.  Transfers of shares of stock shall
be made on the stock record or transfer books of the Corporation only by the
person named in the stock certificate, or by his attorney lawfully constituted
in writing and upon surrender of the certificate therefor.  The stock record
book and other transfer records shall be in the possession of the Secretary or
of a transfer agent under such arrangements and upon such terms and conditions
as the Board deems advisable.

     Closing of Transfer Books.  The Board of Directors shall have power to
close the stock transfer books of the Corporation for a period not exceeding
fifty days preceding the date of any meeting of the Shareholders, or the date
for payment of any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of shares shall go into effect;
provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix in advance a date not exceeding fifty
days preceding the date of any meeting of Shareholders, of the date for the
payment of any dividend, or the date for the allotment of rights, or the date
when any change or conversion or exchange of shares shall go into effect, as a
record date for the determination of the Shareholders entitled to notice of,
and to vote at, the meeting or any adjournment thereof, or entitled to receive
payment of the dividends, or



<PAGE>   10


entitled to the allotment of rights, or entitled to exercise the rights in
respect of the change, conversion or exchange of shares.

     No Fractional Share Interests.  The Corporation shall not issue fractions
of a share.

                              VII. INDEMNIFICATION

     (1) Indemnification of Directors and Officers.  The Corporation, except as
provided in paragraph (3), shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit, or proceeding, whether civil, criminal, administrative or
investigative, including, without limitation, any action by or in the right of
the Corporation, by reason of the fact that he is or was a Director or Officer
of the Corporation, or is or was a Director or Officer of the Corporation who
is or was serving at the request of the Corporation as a Director, Officer,
agent, employee, partner, trustee of another Corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys'
fees, judgments, fines, taxes and amounts paid in settlement, actually and
reasonably incurred by him in connection with such action, suit, or proceeding
if such person's conduct is not finally adjudged to be knowingly fraudulent,
deliberately dishonest or willful misconduct.  The right to indemnification
conferred in this paragraph shall be a contract right and shall include the
right to be paid by the Corporation expenses incurred in defending any actual
or threatened civil or criminal action, suit or proceeding in advance of the
final disposition of such action, suit or proceeding.  Such right will be
conditioned upon receipt of an undertaking by or on behalf of the Director or
Officer to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by the Corporation as authorized in this Article
VII.

     (2) Indemnification of Others.  The Corporation may indemnify any person
who is or was a party or is threatened to be made a party to any threatened,
pending or completed action, suit, or proceeding, whether civil, criminal,
administrative or investigative, including, without limitation, any action by
or in the right of the Corporation, by reason of the fact that he is or was a
non-Officer employee or agent of the Corporation, or is or was a non-Officer
employee or agent of the Corporation who is or was serving at the request of
the Corporation as a Director, Officer, agent, employee, partner or trustee of
another Corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines, taxes and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding if such person's conduct is
not finally adjudged to be knowingly fraudulent, deliberately dishonest or
willful misconduct. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Corporation in advance of the final
disposition of the action, suit, or proceeding as authorized by the Board of
Directors in the specific case upon receipt of an undertaking by or on behalf
of the non-Officer employee or agent to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by the
Corporation as authorized in this Article VII.

     (3) Payment of Expenses.  If a claim under paragraph (1) of this Article
is not paid in full by the Corporation within thirty days after a written claim
has been received by the Corporation, the claimant may at any time thereafter
bring suit against the Corporation to recover the unpaid amount of the claim
and, if successful in whole or in part, the claimant shall be entitled to be
paid also the expense of prosecuting such claim.  It shall be a defense to any
such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking, if




<PAGE>   11


any is required, has been tendered to the Corporation) that the claimant has
not met the standards of conduct which make it permissible under The General
Business and Corporation Law of Missouri for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such defense shall
be on the Corporation.  Neither the failure of the Corporation (including its
Board of Directors, independent legal counsel, or its Shareholders) to have
made a determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances because he or
she has met the applicable standard of conduct set forth in The General
Business and Corporation Law of Missouri, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or
its Shareholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

     (4) Indemnification Provided Hereby Not Exclusive.  The indemnification
provided by this Article VII shall not be deemed exclusive of any other rights
to which those seeking indemnification may be entitled under the Articles of
Incorporation or Bylaws or any agreement, vote of Shareholders or disinterested
Directors or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to
a person who has ceased to be a Director, Officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

     (5) Purchase of Insurance.  The Corporation may purchase and maintain
insurance on behalf of any person who is or was a Director, Officer, employee
or agent of the Corporation, or is or was serving at the request of the
Corporation as a Director, Officer, employee, partner, trustee or agent of
another Corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under the
provisions of this Article VII.

     (6) Definition of "Corporation".  For the purposes of this Article VII,
references to "the Corporation" include all constituent Corporations absorbed
in a consolidation or merger as well as the resulting or surviving Corporation
so that any person who is or was a Director, Officer, employee or agent of such
a constituent Corporation or is or was serving at the request of such
constituent Corporation as a Director, Officer, employee, partner, trustee or
agent of another Corporation, partnership, joint venture, trust or other
enterprise shall stand in the same position under the provisions of this
Article VII with respect to the resulting or surviving Corporation as he would
if he had served the resulting or surviving Corporation in the same capacity.

     (7) Other Definitions.  For purposes of this Article VII, the term "other
enterprise" shall include employee benefit plans; the term "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and the term "serving at the request of the Corporation" shall
include any service as a Director, Officer, employee, partner, trustee or agent
of the Corporation which imposes duties on, or involves services by, such
Director, Officer, employee, partner, trustee or agent of, or at the request of
the Corporation which imposes duties on, or involves services by, such
Director, Officer, employee, partner, trustee or agent with respect to an
employee benefit plan, its participants, or beneficiaries.

     (8) Savings Clauses.  In the event any provision of this Article VII shall
be held invalid by any court of competent jurisdiction, such holding shall not
invalidate any other provision of this Article VII and




<PAGE>   12


any other provisions of this Article VII shall be construed as if such invalid
provision had not been contained in this Article.  In any event, the
Corporation shall indemnify any person who is or was a Director or Officer of
the Corporation, or who is or was a Director or Officer of the Corporation who
is or was serving at the request of the Corporation as a Director, Officer,
agent, employee, partner or trustee of another Corporation, partnership, joint
venture, trust or other enterprise, to the full extent permitted by Missouri
law as in effect from time to time.

                                 VIII.  GENERAL

     Fiscal Year.  The Board of Directors shall have the paramount power to
fix, and from time to time, to change, the fiscal year of the Corporation.  In
the absence of action by the Board of Directors, however, the fiscal year of
the Corporation shall be determined and signified by the filing of the
Corporation's first federal income tax return, until such time, if any, as the
fiscal year shall be changed by the Board of Directors.

     Amendments to Bylaws.  The Bylaws, or any of them, or any additional or
supplementary bylaws, may be altered, amended or repealed, and new bylaws may
be adopted at any annual meeting of the Shareholders without notice, or at any
special meeting the notice of which shall set forth the terms of the proposed
bylaw or action to be taken on any bylaw, by a vote of the majority of the
shares represented in person or by proxy and entitled to vote at such annual or
special meeting, as the case may be, except as otherwise provided herein.

     To the extent provided for in the Articles of Incorporation, the Board of
Directors shall also have the power to adopt new bylaws, and to amend, alter
and repeal these and any additional and supplementary bylaws, at any regular or
special meeting of the Board of Directors.  Notice of any such action to be
taken on any bylaws need not be included in the call of said meeting.




<PAGE>   13


                                  CERTIFICATE

     I, the undersigned, hereby certify that I acted as Secretary of a meeting
of the Board of Directors of Southside Bancshares Corp. held on the 24th day of
February, 1994, at which the foregoing Bylaws were duly adopted as and for the
Bylaws of said Corporation, and hereby further certify that the foregoing
constitute the Bylaws of said Corporation.

               Dated this 24th day of February, 1994.


                                                  /s/ Joanne M. Schneider
                                                  ------------------------------
                                                  Joanne M. Schneider, Secretary




<PAGE>   14


                           SOUTHSIDE BANCSHARES CORP.

                              AMENDMENT TO BYLAWS
                 (DECEMBER 28, 1995 BOARD OF DIRECTORS MEETING)

     WHEREAS, the Corporation has declared a 10 for 1 stock split of the
Corporation common stock to be effected as of February 15, 1996; and

     WHEREAS, the Board of Directors of the Corporation deems it desirable and
in the best interest of the Corporation and its stockholders that the
Corporation amend the Bylaws of the Corporation to adjust the number of shares
of common stock that a director must own to qualify as a director of the
Corporation so as to adjust for the effects of said stock split.

NOW THEREFORE, BE IT RESOLVED, that effective as of February 15, 1996, the
paragraph captioned "Qualification and Number" set forth in the Article IV of
the first paragraph thereof and replacing said sentence with the following
sentence:

"In order to be qualified for nomination for, and election to the Corporation's
Board of Directors, a person must own a minimum of 10,000 shares of common
stock of the Corporation."

BE IT FURTHER RESOLVED, THAT THE APPROPRIATE OFFICERS OF THE Corporation be and
hereby are authorized and directed in the name and on behalf of the Corporation
to take all action which they deem necessary or advisable in order to effect
the foregoing resolution and, in connection therewith, to execute, acknowledge,
deliver and file all such documents and instruments as in their judgement shall
be necessary, proper or available in order fully to carry out the intent and to
accomplish the purposes of the foregoing resolution and that any and all such
actions taken by such officers of the Corporation with respect to the subject
matter of these resolutions be, and they hereby are, in all respects, approved,
ratified and confirmed.

                            SECRETARY'S CERTIFICATE

     I, Joanne M. Schneider, do hereby certify that I am duly elected and
acting Secretary of Southside Bancshares Corp., a Missouri corporation (the
"Corporation"), and that the foregoing "Southside Bancshares Corp. Amendment to
Bylaws" was duly adopted by the Board of Directors of the Corporation at a
meeting of the Board on December 28, 1995.

     IN WITNESS WHEREOF, the undersigned has executed this Certificate, this
28th day of December, 1995.

                                                  /s/ Joanne M. Schneider
                                                  ------------------------------
                                                  Joanne M. Schneider, Secretary





<PAGE>   15




                           SOUTHSIDE BANCSHARES CORP.

                              AMENDMENT TO BYLAWS

                   (JUNE 24, 1999 BOARD OF DIRECTORS MEETING)

     Effective as of July 1, 1999, the paragraph captioned "Qualification and
Number" set forth in the Article IV of the Bylaws of the Corporation was
amended to include an additional option for ownership to be described under
(vi) as follows:

"(vi) or by a qualified employee stock ownership plan for the benefit of the
Director."




<PAGE>   16


                                                                  EXHIBIT 10 (C)

                         DEFERRED COMPENSATION AGREEMENT

     This deferred compensation agreement ("Agreement") is made and entered
into this 25th day of April, 1996, by and between THOMAS M. TESCHNER
("Employee") and SOUTHSIDE BANCSHARES CORP., a Missouri Corporation
("Company").

                                     RECITAL

     Company desires to provide additional compensation to Employee in order to
offset certain limitations imposed upon Employee's participation in Company's
qualified deferred compensation plans from and after 1988.

                                    AGREEMENT

     In consideration of the foregoing, the mutual covenants herein contained
and other good and valuable consideration (the receipt, adequacy and
sufficiency of which are hereby acknowledged by the parties by their execution
hereof), the parties agree as follows:

1. Performance Stock.  The compensation to be awarded under this Agreement will
be in the form of grants of "Performance Stock," which will be credited to a
"Performance Stock Account" to be maintained for Employee's benefit.  The
Performance Stock Account will be maintained solely for accounting purposes and
will neither require nor permit a segregation of any Company assets.
Performance stock may be issued in whole and/or fractional shares.  Each share
of Performance Stock will be deemed to be equivalent in value to one share of
Company's common stock as herein specified.  An award of Performance Stock
under this Agreement constitutes a potential right to receive payment and does
not confer any dividend rights, voting rights or any other rights of a
shareholder with respect to Company common stock.

2. Grant of Awards.  As of the date of this Agreement, an initial grant of
6,518 shares of Performance Stock, having a value on the date of grant of
$104,288.00 is hereby credited to Employee's Performance Stock Account.  For
each calendar year after 1995 during the term of this Agreement, Employee will
be granted (as of the last business day of each such year) such number of whole
and/or fractional shares of Performance Stock, at a deemed value of the bid
price of the Company's publicly traded common stock on the last trading day of
the Plan Year in the case of 2.a. and 2.b. and Sixteen Dollars ($16.00) per
share in the case of 2.c., as shall have a value equal to the sum of:

     a. An amount determined by multiplying Employee's "Excess 401(k) Amount"
(defined below) by the sum of the highest federal and applicable state income
tax rates in effect for the year in question; plus

     b. An amount equal to (i) the employer matching contribution percentage
under the KSOP for such year multiplied by Employee's gross annual compensation
(determined without regard to this Agreement), less (ii) the employer matching
contributions actually made to the KSOP for the benefit of Employee; plus





<PAGE>   17


     c. An amount determined by (i) multiplying total Company discretionary
basic and optional contributions to the KSOP, plus forfeitures, by a fraction,
the numerator of which is Employee's gross annual compensation for such year
(determined without regard to this Agreement), and the denominator of which is
total compensation of all KSOP participants, less (ii) the amount actually
contributed to the KSOP by Company, plus forfeitures allocated, for the benefit
of Employee.

     In the event Company hereafter elects to (i) alter, amend or terminate the
KSOP, or (ii) establish one or more new deferred compensation plans, the above
stated formula for determining annual grants may be amended in such manner as
Company, in its sole discretion, determines appropriate.

     As used in paragraph 2.a., above, the term "Excess 401(k) Amount" means an
amount equal to (i) fifteen percent (15%) of Employee's gross annual
compensation for such year (determined without regard to this Agreement), less
(ii) the maximum permitted deferral through salary reduction contributions to
Company's Employee Stock Ownership Plan with 401(k) Provisions ("KSOP") for
such year.

     In the event the common stock of the Company shall cease to be publicly
traded, the deemed value for purposes of 2.a. and 2.b. shall be the value of a
share of the common stock of the Company on the relevant date under the KSOP.

3. Right to Payment for Performance Stock.

     a. Employee will be entitled to receive payment for all shares of
Performance Stock credited to the Performance Stock Account upon the earliest
to occur of the following events:


        i.    A "Change in Control" of Company (defined below);

        ii.   Employee's termination of employment or retirement from Company;

        iii.  Employee's death; or

        iv.   Employee's Total Disability (defined below).


     b. A "Change in Control" has occurred if (i) one person, or more than one
person acting as a group, acquires ownership of capital stock of Company
resulting in such person(s) owning Company stock possessing more than 50
percent of the total fair market value or voting power of the stock of the
Company; (ii) substantially all of the assets of Company are sold; (iii)
Company merges or consolidates with any other corporation or other entity and
Company is not the surviving corporation of such merger or consolidation; or
(iv) the owners of a majority of shares of capital stock of Company terminate
the business of, or liquidate or dissolve, Company.

     c. "Total Disability" means complete and permanent inability by reason of
illness or accident to perform Employee's duties.  All determinations as to the
date and extent of disability shall be made by Company upon the basis of such
evidence as Company deems necessary and desirable.





<PAGE>   18


4. Form and Timing of Payment.  Within thirty (30) days after Employee is
entitled to receive payment pursuant to paragraph 3.a hereof, Company will pay
Employee an amount equal to the value of all Performance Stock which has then
been credited to the Performance Stock Account.  For purposes of determining
the amount of the payment each share of Performance Stock will be valued at the
midpoint between the bid and asked price of the Company's publicly traded
common stock as of the close of business on the date of payment, or if the
common stock is no longer publicly traded, at the value of a share of the
Company's common stock as set forth in the then most recent valuation of the
common stock of the Company for purposes of the KSOP.  Payments shall be made
wholly in cash and the Employee may not receive common stock or any other
security of Company in lieu thereof.  Upon payment, this Agreement shall
terminate.

5. Dilution and Other Adjustments.  In the event of any change in the
outstanding shares of common stock of Company by reason of any stock dividend
or split, recapitalization, merger, consolidation, spin-off, reorganization,
combination or exchange of shares or other similar corporate change, Company
shall make an adjustment in the number or kind of Performance Stock then held
in the Performance Stock Account.

6. Miscellaneous Provisions.

     a. Company may terminate this Agreement at any time; provided, however,
that any Performance Stock granted prior to such termination shall not be
adversely affected by such termination and shall continue to be governed by and
subject to the terms and provisions of this Agreement.

     b. This Agreement may not be amended more than once every six months,
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, or the rules thereunder.

     c. Employee's rights and interests under this Agreement may not be
assigned or transferred.  In the case of Employee's death, payment due under
this Agreement shall be made to Employee's beneficiary, as designated below
(which designation may hereafter be amended), or in the absence of a
designation, to Employee's estate.

     d. Neither this Agreement nor any action taken hereunder shall be
construed as creating any right to be retained in the employ of Company or its
subsidiaries.

     e. The Performance Stock Account shall at all times be entirely unfunded
and no provision shall at any time be made with respect to segregating assets
of Company for payment of any benefits hereunder.  This Agreement does not
create or confer any interest in any particular assets of Company by reason of
the right to receive a benefit under this Agreement, and Employee will have
only the rights of a general unsecured creditor of Company with respect to any
rights under this Agreement.

     f. Company shall have the right to deduct from all awards any taxes
required by law to be withheld with respect to such awards.







<PAGE>   19


                                        SOUTHSIDE BANCSHARES CORP.




Date  04/25/96                          By:     /s/ Howard F. Etling
                                                ---------------------
                                        Title:  Chairman of the Board


Date  04/25/96                          By:     /s/Thomas M. Teschner
                                                ---------------------
                                                Thomas M. Teschner




<PAGE>   20




                                        BENEFICIARY DESIGNATION



Full Name of Beneficiary:     Susan R. Teschner

Residence      6312 Christopher Winds Ct.
Address of
Beneficiary:   6312 Christopher Winds Ct.

Beneficiary's Social Security no.:     ###-##-####

Beneficiary's Relationship to Employee:     Wife
Initials: Company:  /s / HE           Employee: /s/ TMT
                    -----------------           -----------------





<PAGE>   21


             FIRST AMENDMENT TO THE DEFERRED COMPENSATION AGREEMENT

                              DATED APRIL 25, 1996

     THIS AMENDMENT is dated as of August 27, 1998, and is by and between the
SOUTHSIDE BANCSHARES CORP., a Missouri corporation located in St. Louis,
Missouri (the "Company") and THOMAS M. TESCHNER (the "EMPLOYEE").

RECITALS:

     1.   On April 25, 1996, the Employee and the Company entered into a
          certain Deferred Compensation Agreement (the Agreement").

     2.   The Company and the Employee agree that it is in the best
          interests of each party to amend the Agreement as provided below.

     NOW THEREFORE, the Agreement is amended as follows:

     1.   Section 6 of the Agreement shall be amended to become new
          Section 8 and new Section 6 is added to read as follows:

     "6.  Death Benefits.

               Death During Active Service.  If the Employee dies while in the
          active service of the Company, the Company shall pay to the
          Employee's beneficiary the benefit described in this Section 6.

               a. The benefit under this Section 6 is $3,143,878.

               b. The Company shall pay the benefit to the Employee in a lump
               sum within 30 days of the date of the Employee's death."

     2.   New Section 7 is added to the Agreement to read as follows:

          "7.  Beneficiaries.

               a. The Employee shall designate a beneficiary by filing a
               written designation with the Company.  The Employee may revoke
               or modify the designation at any time by filing a new
               designation.  However, designations will only be effective if
               signed by the Employee and accepted by the Company during the
               Employee's lifetime.  The Employee's beneficiary designation
               shall be deemed automatically revoked if the beneficiary
               predeceases the Employee, or if the Employee names a spouse as
               beneficiary and the marriage is subsequently dissolved.  If the




<PAGE>   22


               Employee dies without a valid beneficiary designation, all
               payments shall be made to the Employee's surviving spouse, if
               any, and if none, to the Employees's surviving children and
               descendants of any deceased child by right or representation,
               and if no children or descendants survive, to the Employee's
               estate.

               b. If a benefit is payable to a minor, to a person declared
               incompetent, or to a person incapable of handling the
               disposition of his or her property, the Company may pay such
               benefit to the guardian, legal representative or person having
               the care or custody of such minor, incompetent person or
               incapable person.  The Company may require proof of
               incompetence, minority or guardianship as it may deem
               appropriate prior to distribution of the benefit.  Such
               distribution shall completely discharge the Company from all
               liability with respect to such benefit."

     3.   New Section 8 (formerly Section 6 of the Agreement) is amended
          by adding new subsection (g) to read as follows:

               "g.  Claims and Review Procedures.

                     i.  Claims Procedures.  The Company shall notify the
                     Employee's beneficiary in writing, within ninety (90) days
                     of his or her written application for benefits, of his or
                     her eligibility or ineligibility for benefits under the
                     Agreement.  If the Company determines that the beneficiary
                     is not eligible for benefits or full benefits, the notice
                     shall set forth (1) the specific reasons for such denial,
                     (2) a specific reference to the provisions of the
                     Agreement on which denial is based, (3) a description of
                     any additional information or material necessary for the
                     claimant to perfect his or her claim, and a description of
                     why it is needed, and (4) an explanation of the
                     Agreement's claims review procedure and other appropriate
                     information as to the steps to be taken if the beneficiary
                     wishes to have claim reviewed.  If the Company determines
                     that there are special circumstances requiring additional
                     time to make a decision, the Company shall notify the
                     beneficiary of the special circumstances and the date by
                     which a decision is expected to be made, and may extend
                     the time for up to an additional ninety-day period.

                     ii. Review Procedure.  If the beneficiary is determined by
                     the Company not to be eligible for benefits, or if the
                     beneficiary believes that he or she is entitled to greater
                     or different benefits, the beneficiary shall have the
                     opportunity to have such claim reviewed by the Company by
                     filing a petition for review with the Company within sixty
                     (60) days after receipt of notice




<PAGE>   23


               issued by the Company.  Said petition shall state the specific
               reasons which the beneficiary believes entitle to him of her to
               benefits or to greater or different benefits.  Within sixty (60)
               days after receipt of the notice issued by the Company.  Said
               petition shall state the specific reasons which the beneficiary
               believes entitle him or her to benefits or to greater or
               different benefits.  Within sixty (60) days after receipt by the
               Company of the petition, the Company shall afford the
               beneficiary (and counsel, if any) an opportunity to present his
               or her position to the Company orally or in writing, and the
               beneficiary (or counsel) shall have the right to review the
               pertinent documents. The Company shall notify the beneficiary of
               its decision in writing, and the beneficiary (or counsel) shall
               have the right to review the pertinent documents. The Company
               shall notify the beneficiary of its decision in writing within
               sixty-day period, stating specially the basis of its decision,
               written in a manner calculated to be understood by the
               beneficiary and the specific provisions of the Agreement on
               which the decision is based.  If, because of the need for a
               hearing, the sixty-day period is not sufficient, the decision
               may be deferred for up to another sixty-day period at the
               election of the Company, but notice of this deferral shall be
               given to the beneficiary."

     IN WITNESS OF THE ABOVE, Employee has executed this First Amendment and
the Company has caused its duly authorized officers to execute this First
Amendment.


          Employee:                   Company:

          THOMAS M. TESCHNER          SOUTHSIDE BANCSHARES CORP.



          \s\ Thomas M. Teschner      /s/ Howard F. Etling
          --------------------------  -------------------------------

                                      Its  Chairman of the Board
                                           --------------------------