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                                                   Adopted:  September 1, 1996
                              First Amendment and Restatement:  March 18, 1998


                             MAGNA GROUP, INC.
                          AMENDED AND RESTATED
                   DIRECTORS DEFERRED COMPENSATION PLAN

1.    PURPOSE

      The purposes of the Magna Group, Inc. Amended and Restated Directors
      Deferred Compensation Plan (the "Plan") are to provide members of the
      Board of Directors of Magna Group, Inc. (the "Company") and certain
      affiliates or subsidiaries of the Company ("Affiliate") who are not
      employees of the Company and any of its Affiliates ("Non-Employee
      Directors" as defined below) the opportunity to acquire an equity
      interest in the Company in order to attract and retain well-qualified
      individuals to serve as Non-Employee Directors and to enhance the
      identity of interests between Non-Employee Directors and the stockholders
      of the Company.  The Plan permits each Non-Employee Director to elect to
      defer the receipt of all or any portion of any retainer, committee chair,
      and/or meeting fees. A Non-Employee Director's interest under the Plan
      shall be expressed in Stock Units equivalent to shares of the Company's
      Common Stock ("Shares").  The Plan may be adopted by any Affiliate with
      the consent of the Company.

2.    TERM

      The Plan shall be effective as of September 1, 1996, and shall remain
      in effect until terminated by the Board of Directors ("Board") of the
      Company; provided, however, that the issuance of Shares under the Plan
      shall be conditioned upon the effectiveness of a registration statement
      covering the Shares.

3.    ELIGIBILITY FOR PARTICIPATION

      A Non-Employee Director is an individual who is a member of the Board
      of Directors of the Company or of the Board of Directors of an
      Affiliate which has adopted the Plan ("Participating Affiliate") and
      who is not an employee of the Company and any Affiliate.  A Non-
      Employee Director shall be eligible to participate in the Plan and
      elect, in accordance with Section 4(a) of the Plan, to defer the
      receipt of all or any portion of a retainer, committee chair, and/or
      meeting fees ("Fees") payable by the applicable Company or
      Participating Affiliate for services on the Board of Directors of the
      Company or such Participating Affiliate.

4.    DEFERRAL OF FEES

      (a)   DEFERRAL ELECTIONS: Commencing on the effective date of the Plan,
            each Non-Employee Director may elect to defer the receipt of all
            or any portion of Fees payable to such Non-Employee Director;
            provided that no deferral election may be made in an amount less
            than $200.00 per month.  Each deferral election is irrevocable
            and must be made on or before December 31 of the calendar year
            immediately preceding the calendar year during which the Fees
            will be earned;



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            provided however, a Non-Employee Director who first becomes eligible
            to participate in the Plan on or after July 1 of a calendar year
            must make a deferral election within 30 days of becoming eligible to
            participate in the Plan with respect to Fees earned during the
            remainder of that calendar year and for Fees earned during the
            following calendar year.  A deferral election for Fees earned during
            the period September 1, 1996 through December 31, 1997 may be made
            on or before September 18, 1996.  Anything contained herein to the
            contrary notwithstanding, a Non-Employee Director may not revoke,
            change or make a deferral election if such director has made an
            opposite-way election under any plan of the Company within the
            previous six months.  A deferral election will continue in effect
            for subsequent calendar years unless changed or revoked by the
            Non-Employee Director on or before December 31 of the calendar year
            immediately preceding the calendar year for which such change or
            revocation is effective. This deferral election right will
            terminate as of the close of business on March 31, 1998.

            The Non-Employee Director shall elect the time and form of
            distribution with respect to the Fees being deferred pursuant to
            each deferral election.  An election as to the time and the form
            of distribution with respect to Fees being deferred for a year
            may not be changed after the beginning of the year to which such
            election relates.

      (b)   CREDITING DEFERRAL AMOUNTS TO ACCOUNTS: Amounts deferred
            pursuant to Section 4(a) shall be credited to a bookkeeping
            reserve account maintained by the Company ("Stock Unit Account")
            as of the last day of the month in which such amounts would have
            been paid in cash. The number of Stock Units credited to the
            Stock Unit Account of a Non-Employee Director of the Company
            shall equal one hundred twenty-five percent (125%) of the amount
            deferred divided by the Fair Market Value (as defined in Section
            10 hereof) of a Share on the last day of the month (or such other
            date as determined by the Committee but not earlier than the date
            such Non-Employee Director would have otherwise been paid such
            deferred amounts) in which such deferral amount would have been
            paid but for the deferral election pursuant to Section 4(a). The
            number of Stock Units credited to the Stock Unit Account of a
            Non-Employee Director of a Participating Affiliate shall equal
            one hundred (100%) of the amount deferred divided by the Fair
            Market Value (as defined in Section 10 hereof) of a Share on the
            last day of the month (or such other date as determined by the
            Committee but not earlier than the date such Non-Employee
            Director would have otherwise been paid such deferred amounts) in
            which such deferral amount would have been paid but for the
            deferral election pursuant to Section 4(a).  Such calculation of
            Stock Units shall be carried to three decimal places.

      (c)   The Stock Units credited to the Non-Employee Director's Stock
            Unit Account from time to time shall constitute the Non-Employee
            Director's entire benefit under this Plan.


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5.    ADDITIONS TO DEFERRED ACCOUNTS

      As of each dividend payment date with respect to Shares, there shall be
      credited to each Non-Employee Director's Stock Unit Account an
      additional number of Stock Units equal to (i) the per-share dividend
      payable with respect to a Share on such date multiplied by (ii) the
      number of Stock Units held in the Stock Unit Account as of the close of
      business on the first business day prior to such dividend payment date
      and, if the dividend is payable in cash or property other than Shares,
      divided by (iii) the Fair Market Value of a Share on such business day.
      For purposes of this Section 5, "dividend" shall include all dividends,
      whether normal or special, and whether payable in cash, Shares or other
      property.  The calculation of additional Stock Units shall be carried
      to three decimal places.

6.    VESTING OF ACCOUNTS

      All Stock Units credited to a Non-Employee Director's Stock Unit
      Account pursuant to this Plan shall be at all times fully vested and
      nonforfeitable.

7.    PAYMENT OF ACCOUNTS

      (a)   TIME OF PAYMENT:  Payment of the Stock Units to a Non-Employee
            Director shall commence in January of the year of payment
            specified by the Non-Employee Director in the deferral election;
            provided that (i) if the Non-Employee Director ceases to be a
            Non-Employee Director solely because of the Non-Employee
            Director's disability, or (ii) if the Non-Employee Director
            applies for a hardship withdrawal and the Committee in its sole
            discretion determines that a hardship exists, an immediate lump
            sum distribution of Shares shall be made to the Non-Employee
            Director.  A distribution on account of hardship may be in an
            amount equal to all or any portion of the Non-Employee Director's
            Stock Unit Account, as the Committee shall determine.  In the
            event of the death of the Non-Employee Director before the
            Director's Stock Unit Account has been fully distributed, the
            Non-Employee Director's Stock Unit Account shall be paid in one
            lump sum to the Non-Employee Director's Beneficiary as soon as
            practicable following the date of death of the Non-Employee
            Director.

      (b)   FORM OF PAYMENT:  If a benefit is paid in the form of a single
            sum, such benefit shall be paid in whole Shares and cash
            representing any fractional Share.  If a benefit is being paid in
            installment payments, the number of Shares to be paid shall be
            determined initially by dividing the number of Stock Units
            credited to the Non-Employee's Stock Unit Account by the number
            of installment payments and rounding to the nearest number of
            whole Stock Units; each subsequent payment shall be determined by
            dividing the number of Stock Units remaining in the Stock Unit
            Account by the number of installments remaining to be paid and
            rounding to the nearest number of whole Stock Units.  Each
            installment payment shall consist of whole number of Shares with
            the last installment payment consisting of whole number of Shares
            and cash representing any fractional Share.  The Company shall
            issue and deliver to the Non-Employee Director a stock
            certificate


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            for payment of Stock Units as soon as practicable following the date
            on which the Stock Units, or any portion thereof, become payable.

      (c)   FORM OF DISTRIBUTION:  Distributions shall be made from the
            Stock Unit Account of a Non-Employee Director in whichever of the
            following methods the Non-Employee Director elects at the time of
            the deferral election:

            (i)   A single sum.

            (ii)  Annual installments over a period not to exceed 10 years.

            If all or any portion of the Stock Unit Account is being
            distributed in installments, the portion of the account being
            held for future distribution shall continue to be credited with
            additional Stock Units for dividends as provided in Section 5.

8.    SHARES SUBJECT TO THE PLAN

      The aggregate number of Shares that may be subject to issuance under
      the Plan shall not exceed 25,000, subject to adjustment as provided in
      Section 9 of the Plan.

9.    ADJUSTMENTS AND REORGANIZATION

      In the event of any stock dividend, stock split, combination or
      exchange of Shares, merger, consolidation, spin-off, recapitalization
      or other distribution (other than normal cash dividends) of Company
      assets to stockholders, or any other change affecting Shares or the
      price of Shares, such proportionate adjustments, if any, as the Board
      in its sole discretion may deem appropriate to reflect such change
      shall be made with respect to the aggregate number of Shares that may
      be issued under the Plan, and each Stock Unit held in the Stock Unit
      Accounts.  Any adjustments described in the preceding sentence shall be
      carried to three decimal places.

10.   FAIR MARKET VALUE

      Fair Market Value of a share of Stock for all purposes under the Plan
      shall mean, for any particular date, (i) for any period during which
      the Stock shall not be listed for trading on a national securities
      exchange, but when the Stock is authorized as a Nasdaq National Market
      security, the last transaction price per share quoted by The Nasdaq
      Stock Market (the "Nasdaq"), (ii) for any period during which the Stock
      shall not be listed for trading on a national securities exchange or
      authorized as a Nasdaq National Market security, but when the Stock is
      authorized as a Nasdaq SmallCap Market security, the closing bid price
      as reported by the Nasdaq, (iii) for any period during which the Stock
      shall be listed for trading on a national securities exchange, the
      closing price per share of Stock on such exchange as of the close of
      such trading day or (iv) the market price per share of Stock as
      determined by a nationally recognized investment banking firm selected
      by the Board of Directors in the event neither (i), (ii) nor (iii)
      above shall be applicable.  If Fair Market Value is to be determined as
      of a day when the securities markets are not open, the Fair


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      Market Value on that day shall be the Fair Market Value on the preceding
      day when the markets were open.

11.   TERMINATION OR AMENDMENT OF PLAN

      (a)   IN GENERAL:  The Board may at any time by resolution terminate,
            suspend or amend this Plan.  If the Plan is terminated by the
            Board, no deferrals may be credited after the effective date of
            such termination, but previously credited Stock Units and
            additional credits which may be made to reflect earnings on such
            units shall remain outstanding in accordance with the terms and
            conditions of the Plan.

      (b)   WRITTEN CONSENTS:  No amendment may adversely affect the right of
            any Non-Employee Director to have dividend equivalents credited
            to a Stock Unit Account or to receive any Shares pursuant to the
            payout of such accounts, unless such Non-Employee Director
            consents in writing to such amendment.

12.   GOVERNMENT REGULATIONS

      (a)   The obligations of the Company to issue any Shares under this
            Plan shall be subject to all applicable laws, rules and
            regulations and the obtaining of all such approvals by
            governmental agencies as may be deemed necessary or appropriate
            by the Board.

      (b)   Subject to the provisions of Section 11, the Board may make such
            changes in the design and administration of this Plan as may be
            necessary or appropriate to comply with the rules and regulations
            of any governmental authority.


13.   MISCELLANEOUS

      (a)   UNFUNDED PLAN:  Nothing contained in this Plan and no action
            taken pursuant to the provisions hereof shall create or be
            construed to create a trust of any kind, or a fiduciary
            relationship between the Company and a Non-Employee Director, the
            Non-Employee Director's designate or any other person.  The Plan
            shall be unfunded with respect to the Company's obligation to pay
            any amounts due, and a Non-Employee Director's rights to receive
            any payment with respect to any Stock Unit Account shall be not
            greater than the rights of an unsecured general creditor of the
            Company.

            The Company shall establish a Rabbi Trust to accumulate Shares to
            fund the obligations of the Company pursuant to this Plan.
            Payment from the Rabbi Trust of amounts due under the terms of
            this Plan shall satisfy the obligation of the Company to make
            such payment.  In no event shall any Non-Employee be entitled to
            receive payment of an amount from the Company that the Director
            received from the Rabbi Trust.


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      (b)   ASSIGNMENT; ENCUMBRANCES:  The right to have amounts credited to
            a Stock Unit Account and the right to receive payment with
            respect to such Stock Unit Account under this Plan are not
            assignable or transferable and shall not be subject to any
            encumbrances, liens, pledges or charges of the Non-Employee
            Director or to the claims of the Non-Employee Director's
            creditors.  Any attempt to assign, transfer, hypothecate or
            attach any rights with respect to or derived from any Stock Unit
            shall be null and void and of no force and effect whatsoever.

      (c)   DESIGNATION OF BENEFICIARIES:  A Non-Employee Director may
            designate in writing a beneficiary or beneficiaries to receive
            any distribution under the Plan which is made after the Non-
            Employee Director's death; provided, however, that if at the time
            any such distribution is due, there is no designation of a
            beneficiary in force or if any person (other than a trustee or
            trustees) as to whom a beneficiary designation was in force at
            the time of such Director's death shall have died before the
            payment became due and the Non-Employee Director has failed to
            provide in such beneficiary designation for any person or persons
            to take in lieu of such deceased person, the person or persons
            entitled to receive such distribution (or part thereof, as the
            case may be) shall be the Non-Employee Director's executor or
            administrator.

      (d)   RELATIONSHIP OF NON-EMPLOYEE DIRECTOR:  A Non-Employee
            Director's relationship with the Company is not in fact and is
            not intended to be an employee-employer relationship, and nothing
            in this Plan shall be construed to create such a relationship.

      (e)   ADMINISTRATION:  The Compensation Committee of the Board of
            Directors of Magna Group, Inc. shall administer the Plan,
            including the adoption of rules or the preparation of forms to be
            used in its operation, and to interpret and apply the provisions
            hereof as well as any rules which it may adopt.  In addition, the
            Board may appoint other individuals, firms or organizations to
            act as agent of the Company in carrying out administrative duties
            under the Plan.  Except as may be provided in a Rabbi Trust, the
            decisions of the Committee, including, but not limited to,
            interpretations and determinations of amounts due under this
            Plan, shall be final and binding on all parties.

      (f)   GOVERNING LAW:  The validity, construction and effect of the Plan
            and any actions taken or relating to the Plan, shall be
            determined in accordance with the laws of the State of Missouri
            without regard to its conflict of law rules, and applicable
            federal law.

      (g)   RIGHTS AS A STOCKHOLDER:  A Non-Employee Director shall have no
            rights as a stockholder with respect to a Stock Unit until the
            Non-Employee Director actually becomes a holder of record of
            Shares distributed with respect thereto.

      (h)   NOTICES:  All notices or other communications made or given
            pursuant to this Plan shall be in writing and shall be
            sufficiently made or given if hand delivered, or if mailed by
            certified mail, addressed to the Non-Employee Director at the
            address


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            contained in the records of the Company or to the Company
            at its principal office, as applicable.


      IN WITNESS WHEREOF, Magna Group, Inc. has adopted the foregoing
instrument this  1st day of September, 1996, as amended and restated as
of the 18th day of March, 1998.

                                          MAGNA GROUP, INC.

                                          By  /s/ G. Thomas Andes
                                             ---------------------------------

                                          Title  Chairman of the Board
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