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                        MAGNA GROUP, INC.

              DIRECTORS DEFERRED COMPENSATION PLAN

1.   PURPOSE

     The purposes of the Magna Group, Inc. 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; 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


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          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.


          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.

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

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

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

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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.

     (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

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          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 Board shall appoint a Committee
          consisting of three (3) or more persons to
          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 contained in the
          records of the Company or to the Company at its
          principal office, as applicable.

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     IN WITNESS WHEREOF, Magna Group, Inc. has adopted the
foregoing instrument this  1st day of September, 1996.
                           ---        ---------

                                 MAGNA GROUP, INC.

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

                                 Title  President and CEO
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