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                                                                   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



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    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.





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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.



         
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                           SOUTHSIDE BANCSHARES CORP.



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


Date  04/25/96                                 /s/Thomas M. Teschner
                                               Thomas M. Teschner

                                        

                            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


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             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 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 


                           
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                           Employee'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 Procedure. 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 the 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 the 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 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 of the notice



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                                    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 the sixty-day
                                    period, stating specifically 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
-----------------------------------          -----------------------------------
Thomas M. Teschner                           Its Chairman of the Board
                                                 -------------------------------