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                              Magna Group, Inc.

                           Supplemental Executive

                              Retirement Plan

                               October, 1997



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<TABLE>
                     Table of Contents
                     -----------------
<CAPTION>
Article       Content                                       Page
-------       -------                                       ----
<C>           <S>                                           <C>
I             DEFINITIONS                                   1

II            PARTICIPATION                                 9

III           BENEFITS                                      10

IV            NO FUNDING OBLIGATION                         14

V             ADMINISTRATION                                15

VI            AMENDMENT OR TERMINATION                      20

VII           GENERAL LIMITATION AND PROVISIONS             21
</TABLE>



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                                 MAGNA GROUP, INC.

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                     --------------------------------------

                                    ARTICLE I

                                   DEFINITIONS

Whenever used herein with the initial letter capitalized, words and phrases
shall have the meanings stated below unless a different meaning is plainly
required by the context.  All masculine terms shall include the feminine and
all singular terms shall include the plural, unless the context clearly
indicates the gender or number.  Some of the words and phrases used in the
Plan are not defined in this Article, but, for convenience, are defined as
they are introduced into the text.
1.01     ACCRUED BENEFIT means the portion of Retirement Income payable at
         Normal Retirement Date which has accrued as of the determination
         date based upon Years of Service at such determination date.
1.02     AFFILIATE means those organizations which are now or ever have been a
         member of a controlled group of corporations as that term is
         defined in Section 1563(a) of the Code.
1.03     ACTUARIAL Equivalent means benefits of equivalent value when computed
         on the basis of Actuarial Assumptions as defined in Section 1.04.
1.04     ACTUARIAL ASSUMPTIONS means the same rate of interest and rates of
         mortality as are utilized in computing the benefits provided by
         the Company's defined benefit pension plan.



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1.05     ACTUARY means that individual enrolled actuary or firm
         including one or more enrolled actuaries selected by the
         Committee to provide actuarial services in connection with the
         administration of the Plan.
1.06     ALTERNATE RETIREMENT INCOME means the Actuarial
         Equivalent amount of a Participant's Retirement Income payable in
         the form of a joint and survivor annuity.  Such joint and
         survivor annuity shall be valued based on either (a) monthly
         income for the Participant's life and upon his death, his spouse,
         if living, shall receive a monthly life income which is equal to
         two-thirds (2/3) of the amount of monthly life income the
         Participant was receiving with one hundred twenty (120) monthly
         payments guaranteed collectively or (b) a monthly income for the
         Participant's life and upon his death, his spouse, if living,
         shall receive a monthly life income which is equal to one-half
         (1/2) of the amount of monthly life income the Participant was
         receiving with one hundred twenty (120) monthly payments
         (guaranteed collectively).  If the Participant and his spouse die
         before one hundred twenty (120) monthly payments have been made
         then the balance of said guaranteed one hundred twenty (120)
         monthly payments shall be made to the Participant's Beneficiary
         if the Participant survived his spouse or to the Participant's
         spouse's estate if she survived the Participant.


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1.07     BENEFICIARY OR BENEFICIARIES means the person or persons
         designated by Participant to receive amounts under the Plan
         payable by reason of the Participant's death.  If the Beneficiary
         of a Participant predeceases him, or if a Participant dies
         without having designated a Beneficiary, then the full amount
         payable upon the death of the Participant shall be paid to his
         surviving spouse or, if none, shall be paid to the Participant's
         estate.
1.08     BOARD means the Board of Directors of the Company.
1.09     CHANGE OF CONTROL means a change in control of the
         Company of a nature that would be required to be reported in
         response to item 6(e) of Schedule 14A of Regulation 14A
         promulgated under the Exchange Act; provided that, for purposes
         of this Agreement, a Change in Control shall be deemed to have
         occurred if (i) any Person (other than the Company) is or becomes
         the "beneficial owner" (as defined in rule 13d-3 under the
         Exchange Act), directly or indirectly, of securities of the
         Company which represent 20% or more of the combined voting power
         of the Company's then outstanding securities; (ii) during any
         period of two (2) consecutive years, individuals who at the
         beginning of such period constitute the Board cease for any
         reason to constitute at least a majority thereof, unless the
         election, or the nomination for election, by the Company's
         stockholders, of each new director is approved by a vote of at
         least two-thirds (2/3) of the directors, there still in


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         office who were directors at the beginning of the period, but excluding
         any individuals whose initial assumption of office occurs as a
         result of either an actual or threatened solicitation of proxies
         or consents by or on behalf of a person other than the Board;
         (iii) there is consummated any consolidation or merger of the
         Company in which the Company is not the continuing or surviving
         corporation or pursuant to which shares of the Company's Common
         Stock are converted into cash, securities or other property,
         other than a merger of the Company in which the holders of the
         Company's Common Stock immediately prior to the merger have the
         same proportionate ownership of common stock of the surviving
         corporation immediately after the merger; (iv) there is
         consummated any consolidation or merger of the Company in which
         the Company is the continuing or surviving corporation in which
         the holders of the Company's Common Stock immediately prior to
         the merger do not own fifty- percent (50%) or more of the stock
         of the surviving corporation immediately after the merger; (v)
         there is consummated any sale, lease, exchange, or other transfer
         (in one transaction or a series of related transactions) of all,
         or substantially all, of the assets of the Company, or (vi) the
         stockholders of the Company approve any plan or proposal for the
         liquidation or dissolution of the Company.
1.10     CAUSE means (i) the Participant's willful and continued
         failure to perform substantially his/her duties with the


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         Company (other than as a result of incapacity due to physical or mental
         condition), after a demand for substantial performance is delivered to
         him/her by the Chairman of the Compensation Committee of the Board or
         the Chief Executive Officer, which specifically identifies the manner
         in which the Participant has not substantially performed his/her
         duties, (ii) the Participant's willful commission of misconduct which
         is materially injurious to the Company, monetarily or otherwise, or
         (iii) the Participant's material breach of any provision of this
         Agreement.  For purposes of this paragraph, no act, or failure to
         act on the Participant's part shall be considered "willful"
         unless done, or omitted to be done, without good faith and
         without reasonable belief that the act or omission was in the
         best interest of the Company.  Notwithstanding the foregoing, the
         Participant shall not be deemed to have been terminated for Cause
         unless and until (i) he receives a Notice of Termination (as
         defined in Section 7.06 and 7.07) from the Chairman of the
         Compensation Committee of the Board or the Chief Executive
         Officer, (ii) he/she is given the opportunity with counsel, to be
         heard before the Board, and (iii) the Board finds, in its good
         faith opinion, that the Participant was guilty of the conduct set
         forth in the Notice of Termination.
1.11     CODE means the Internal Revenue Code of 1986, as
         amended.
1.12     COMMITTEE means the compensation committee of the Board.


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1.13     COMPANY means Magna Group, Inc., an organization
         incorporated under the laws of the State of Delaware, and any
         Affiliate thereof.
1.14     COMPENSATION means the sum of a Participant's Annual Base
         Salary and Magna Executive Incentive Compensation Plan ("MEICP")
         cash bonus and the value of the MEICP restricted stock award
         (valued as of the date of grant) paid or accrued with respect to
         any year.
1.15     DISABILITY means that the Participant has been unable to
         perform the services required of the Participant hereunder on a
         full-time basis for a period of one hundred eighty (180)
         consecutive business days by reason of a physical and/or mental
         condition.  "Disability" shall be deemed to exist when certified
         by a physician selected by the Company or its insurers and
         acceptable to the Participant or the Participant's legal
         representative (such agreement as to acceptability not to be
         withheld unreasonably).  The Participant will submit to such
         examinations and tests as such physician deems necessary to make
         any such Disability determination.
1.16     ELIGIBLE EMPLOYEE means an individual employed by the Company in a
         senior management position.
1.17     FINAL MONTHLY EARNINGS means one-twelfth (1/12) of a
         Participant's average annual Compensation computed using the
         highest five (5) complete calendar years out of the last ten (10)
         complete calendar years of his employment


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         with the Company which precedes the earlier of (a) his termination of
         employment for any reason or, (b) date of termination of this Plan.  If
         a Participant completes fewer than five (5) complete calendar years
         of employment with the Company prior to the determination of his
         Final Monthly Earnings hereunder then Final Monthly Earnings
         shall mean one-twelfth (1/12) of his average annual Compensation
         for all complete calendar years of employment with the Company
         preceding the earlier of (a) his termination of employment for
         any reason or (b) the date of the termination of this Plan.
1.18     NORMAL RETIREMENT DATE means a Participant's sixty-fifth
         (65) birthday.
1.19     OTHER RETIREMENT BENEFITS means those Actuarial Equivalent amounts
         which are due and payable to such Participant, his spouse, or his
         Beneficiaries under any other Company defined benefit pension plan
         qualified under section 401(a) of the Code and in the event of
         Disability those Actuarial Equivalent amounts due and payable to the
         Participant under any Company sponsored long term disability program
         or plan.
1.20     PARTICIPANT means any Eligible Employee who is participating in the
         Plan in accordance with the provisions of Section 2.01.
1.21     PLAN means the Magna Group, Inc. Supplemental Executive Retirement Plan
         as set forth in this document.


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1.22     RETIREMENT INCOME means a monthly benefit payable for the
         life of the Participant with one hundred twenty (120) monthly
         payments guaranteed equal to 1.4285714 percent times the
         Participant's number of Years of Service (up to a maximum of
         fifty percent (50%)) times the Participant's Final Monthly
         Earnings, provided, however, such amount shall be offset and
         reduced by Other Retirement Benefits.
1.23     YEARS OF SERVICE means any calendar year during which a
         Participant was employed by the Company, or any entity that
         merged with, consolidated with, or became part of the Company,
         for One thousand (1,000) hours or more.



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                                 ARTICLE II

                                PARTICIPATION

2.01     The Company in its sole discretion shall determine when an
         Eligible Employee of the Company shall become a Participant in
         the Plan.  The Committee may require all Eligible Employees, as a
         condition of participation, to file with the Company any
         enrollment form, optional payment form or other pertinent
         information concerning the Eligible Employee.


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                                  ARTICLE III

                                   BENEFITS

3.01     If the Participant is in the employ of the Company on his
         Normal Retirement Date the Participant shall be entitled, unless
         his employment terminates subsequent thereto by reason of
         Disability or death, to the payment of Retirement Income
         commencing within thirty (30) days following his actual
         termination of employment.
3.02     Except as provided in Section 3.08, if the Participant
         terminates employment with the Company for any reason other than
         following a Change of Control or as a result of Disability or
         death prior to his Normal Retirement Date, the Provisions of this
         Plan shall automatically terminate as to such Participant and
         such Participant and/or his Beneficiary shall have no rights to
         any benefits hereunder and the Company shall be relieved of all
         obligations under this Plan to such Participant, and/or his
         Beneficiary.  If this Plan is terminated by the Company prior to
         any such voluntary termination of employment by the Participant
         then the Participant and/or his Beneficiary shall be entitled to
         such benefits as are described in Section 3.06.
3.03     If the Participant terminates employment with the Company
         at any time within two (2) years following a Change of Control,
         such Participant shall be entitled to payment of Retirement
         Income equal to the Accrued Benefit, as of the Change of Control
         date, based on actual Years of Service to


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         the Change of Control date plus two (2) added years.  The benefit will
         be payable at Participant's Normal Retirement Date or an Actuarial
         Equivalent lump sum payable within thirty (30) days of his actual
         termination of employment.
3.04     If the Participant terminates employment by reason of
         Disability, he shall be entitled to payment of his Accrued
         Benefit as of the date of his Disability, commencing at age 65 or
         the Actuarial Equivalent lump sum thereof payable within thirty
         (30) days of his termination of employment, irrespective of his
         age on the date of his Disability.
3.05     If the Participant dies at any time while employed by the
         Company, he shall forfeit any right to Retirement Income, but his
         Beneficiary shall receive 50% of the benefit described in Section
         3.04 above, commencing on the date the Participant would have
         attained age 65 or the Actuarial Equivalent lump sum payable
         within thirty (30) days of his death.
3.06     If this Plan is amended at any time by the Company prior
         to the Participant being entitled to receive any benefits
         hereunder the amendment shall not reduce the "benefit otherwise
         payable" under the terms of this Plan to such Participant and/or
         his Beneficiary.  For purposes hereof the term "benefit otherwise
         payable" shall mean Participant's Accrued Benefit determined as
         of the date of any such amendment provided, however, in order for
         the Participant or his Beneficiary to receive any benefits


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         hereunder the Participant must satisfy the distribution
         requirements of the Plan or the Plan as amended if such
         distribution requirements are less restrictive as to such
         Participant.
3.07     If this Plan is terminated by the Company for any reason
         while the Participant is still in the employment of the Company
         and prior to the Participant being entitled to receive any
         benefits hereunder, the Participant, or his Beneficiary, in the
         event of a Participant's death subsequent to termination of this
         Plan, shall be entitled to the Actuarial Equivalent lump sum
         amount of his Accrued Benefit determined as of the date of
         termination of the Plan payable within sixty (60) days following
         his death or actual termination of employment with the Company
         for any other reason.
3.08     If the Participant is involuntarily terminated without
         Cause by the Company prior to his Normal Retirement Date, the
         Participant shall be entitled to the Actuarial Equivalent lump
         sum amount of his Accrued Benefit determined as of his date of
         termination of employment from the employment of the Company and
         payable to him within sixty (60) days thereof, irrespective of
         his age on such date.
3.09     If a Participant is entitled to Retirement Income under
         this Plan, the Participant may elect, within a reasonable time
         prior to the commencement of Retirement Income


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         payments, and with the consent and approval of the Committee, to
         receive his benefits under the Plan in the form of an Actuarial
         Equivalent lump sum amount, or; if married at such time, with the
         consent and approval of the Committee, to receive his benefits under
         the Plan in the form of Alternate Retirement Income.
3.10     Notwithstanding the provisions of Section 3.02 above, in
         the event a Participant terminates employment with the Company
         other than following a Change of Control, or as a result of
         death, Disability or attaining his Normal Retirement Date, the
         Committee may recommend, and the Board may approve the continued
         application of the provisions of the Plan to a Participant and/or
         the Participant's Beneficiary.  In such an event, the Participant
         and/or his Beneficiary will be entitled to such benefits as are
         approved by the Board in its sole discretion.
3.11     The Company may withhold or cause to be withheld from any
         distribution all Federal, state, city, or other taxes as shall be
         required pursuant to any law or governmental regulation or
         ruling.


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                                  ARTICLE IV

                            NO FUNDING OBLIGATION

4.01     Nothing contained in this Plan and no action taken
         pursuant to the provisions of this Plan shall create or be
         construed to create a trust of any kind, or a fiduciary
         relationship between the Company and the Participant, his spouse
         or any other person.  The Company may, although shall not be
         required, establish a grantor trust and/or set aside funds to
         meet its contingent obligations hereunder, and may invest such
         funds in stocks, bonds, common funds, other securities or
         interest bearing instruments selected by the Committee in its
         sole discretion.  Any funds which may be set aside and invested
         under the provisions of this Plan shall continue for all purposes
         to be a part of the general funds of the Company, and no person
         other than the Company shall by virtue of the provisions of this
         Plan have any interest in such funds.  To the extent that any
         person acquires a right to receive payments from the Company
         under this Plan, such right shall be no greater than the right of
         any unsecured general creditor of the Company.


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                                  ARTICLE V

                                ADMINISTRATION

5.01     The Company through the Committee shall have general
         administrative authority under the Plan.  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.
5.02     The Committee shall have such authority as may be
         necessary to discharge its responsibilities under the Plan,
         including the following rights, powers, and duties:
         (a)    The Committee may adopt rules governing its
                procedures not inconsistent herewith and shall keep a
                permanent record of its meetings and actions.  The Company
                shall maintain the Accounts of Participants and
                Beneficiaries under the Plan or shall cause them to be
                maintained under its direction.
         (b)    The Company through the Committee shall have the
                sole responsibility for the administration of the Plan
                and, except as herein expressly provided, the Company
                through the Committee shall have the exclusive right to
                interpret the provisions of the Plan and to determine any
                question arising hereunder or in connection with the
                administration of the Plan, including the remedying of
                any omission, inconsistency, or ambiguity, and its
                decision or action in respect thereof shall be conclusive
                and


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                binding upon any and all Participants, former
                Participants, Beneficiaries, heirs, distributees,
                executors, administrators, and assigns.
         (c)    The Committee may employ such counsel and agents
                in such clerical, accounting, and other services as it
                may require in carrying out the provisions of the Plan.
         (d)    The Company shall employ an actuary to calculate
                the benefits due under this Plan and his determination
                shall be Conclusive and binding on all parties.
         (e)    Participants, former Participants, or their
                Beneficiaries shall be notified by the Committee or by
                the Company of their right to receive benefits.
         (f)    No member of the Board or any other individual to
                whom administrative authority is delegated under the Plan
                shall be entitled to act on or decide any matters
                relating solely to himself or any of his rights or
                benefits under the Plan.
5.03     The Company shall indemnify all officers and employees
         assigned any powers or duties under the Plan to the extent that
         such officers or employees incur loss or damage which
         may result from such officers' or employees' duties, exercises of
         discretion under the Plan, or any other acts or omissions
         hereunder.  Such duties, exercises of discretion, acts, or
         omissions will not be indemnified by the Company in the event
         that such loss or damage is judi-


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         cially determined or agreed by the officers or employees to be due to
         their respective gross negligence or willful misconduct.
5.04     Anyone who is employed by the Company and who is acting
         as agent of the Company for purposes of this Plan shall serve
         without compensation for services as such, but all proper
         expenses incurred by the individual incident to the functioning
         of the Plan shall be paid by the Company.
5.05     Any Eligible Employee who believes that he is entitled to
         receive a benefit under the Plan may file a claim in writing with
         the Committee.  The Committee shall, within ninety (90) days
         after the receipt of the claim, either allow or deny the claim in
         writing.  A denial of the claim shall be written in a manner
         calculated to be understood by the claimant and shall include:
         (a)    The specific reason or reasons for the denial;
         (b)    Specific reference to pertinent Plan provisions
                on which the denial is based;
         (c)    A description of any additional material or
                information necessary for the claimant to perfect the
                claim and an explanation of why such material or
                information is necessary; and
         (d)    An explanation of the Plan's review procedure.

         A claimant whose claim is denied may, within sixty (60) days
         after receipt of denial of his claim:
         (a)      Seek a review upon written request to the Company;


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         (b)      Review pertinent documents; and
         (c)      Submit issues and comments in writing.
         Any written request for review shall contain all additional
         information which the claimant wishes the Committee to consider.
         The Company may hold any hearing or conduct any independent
         investigation which it deems necessary to render its decision.

         The Committee shall make its decision within sixty (60) days
         after receipt of the request for review unless a greater period
         is agreed to by the claimant and the Committee.  The decision on
         review shall be in writing and shall include specific reasons for
         the decision, and shall be written in a manner calculated to be
         understood by the claimant and with specific references to the
         pertinent Plan provisions on which the decision is based.  The
         Company shall have the sole authority to interpret the Plan, to
         determine benefit eligibility, and to decide any and all matters
         arising hereunder, including, without limitation, the right to
         interpret ambiguities, inconsistencies, or omissions, and its
         decision or action thereon shall be final, conclusive, and
         binding upon any and all employees. The ninety (90) and sixty (60) days
         described above may be extended at the discretion of the Committee for
         a second ninety (90) or sixty (60) day period, as the case may be,
         provided that written notice of the extension is furnished to the
         claimant prior to the termination of the initial


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         period, indicating the special circumstances requiring such extension
         and the date by which a final decision is expected.  Any person
         submitting a claim may, with the consent of the Committee:
         (a)      Withdraw the claim at any time; or
         (b)      Defer the date as of which such Claim shall be deemed
                  filed for purposes Of This procedure.


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                                    ARTICLE VI

                             AMENDMENT OR TERMINATION

6.01     Subject to Section 3.06 in the case of amendment and
         Section 3.07 in the case of termination the Company reserves the
         right at any time, by resolution of the Board, to amend or
         terminate the Plan for any reason and without the consent of any
         Eligible Employee, Participant, spouse, Beneficiary, or other
         person.
6.02     The Committee shall give notice of any amendment or
         termination pursuant to Section 6.01 to all affected
         Participants.


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                                 ARTICLE VII

                      GENERAL LIMITATIONS AND PROVISIONS

7.01     The Plan shall be binding on each Participant and his
         Beneficiary, heirs and personal representative and the Company,
         its successors and assigns.
7.02     Nothing contained herein shall give any individual the
         right to be retained in the employment of the Company or affect
         the right of the Company to terminate any individual's
         employment.  The adoption and maintenance of the Plan shall not
         constitute a contract between the Company and any individual, or
         consideration for or an inducement to or condition of the
         employment of any individual.
7.03     If the Committee shall find that any person to whom any
         amount is payable under the Plan is unable to care for his
         affairs, any payment due him (unless a prior claim therefor has
         been made by a duly appointed legal representative) may, if the
         Committee so elects, be paid to his spouse, a child, a relative,
         or any other person maintaining or having custody of such person
         otherwise entitled to payment or deemed by the Committee to be a
         proper recipient on behalf of such person.  Any such payment
         shall be a complete discharge of the Company of all liability
         under the Plan therefor.
7.04     Neither a Participant nor any other person shall have any
         right to commute, sell, assign, transfer, pledge,


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         anticipate, mortgage or otherwise encumber, transfer, hypothecate or
         convey in advance of actual receipt the amounts, if any, payable
         hereunder, or any part thereof, which are, and all right to which
         are, expressly declared to be unassignable and non-transferable.
         No part of the amounts payable shall, prior to the actual
         payment, be subject to seizure or sequestration for the payment
         of any debts, judgments, alimony or separate maintenance owed by
         a Participant or any other person, nor be transferable by
         operation of law in the event of a Participant's or any other
         Person's bankruptcy or insolvency.
7.05     Each Participant shall file with the Committees such
         pertinent information concerning himself and his spouse or
         Beneficiary as the Committee may specify, and no Participant,
         spouse, Beneficiary, or other person shall have any rights or be
         entitled to any benefits under the Plan unless such information
         is filed by or with respect to him.
7.06     All elections, designations, requests, notices, instructions,
         and other communications from the Participant, spouse, Beneficiary, or
         other person to the Company or the Committee required or permitted
         under the Plan shall be in such form as is prescribed from time to time
         by the Company or the Committee, shall be mailed by first-class mail or
         delivered to the principal office of the Company, and shall be deemed
         to have been given and


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         delivered only upon actual receipt thereof at such location.
7.07     All notices, statements, reports, and other communications from the
         Company or the Committee to any Eligible Employee, Participant, spouse,
         Beneficiary, or other person required or permitted under the Plan shall
         be deemed to have been duly given when delivered to, or when mailed by
         first-class mail, postage prepaid and addressed to, such Eligible
         Employee, Participant, spouse, Beneficiary, or other person at his
         address last appearing on the records of the Company.
7.08     The Company does not represent or guarantee that any particular Federal
         or state income, payroll, personal property, or other tax consequence
         will result from participation in this Plan.  A Participant should
         consult with professional tax advisers to determine the tax
         consequences of his or her participation.
7.09     The Plan and all rights hereunder shall be governed by
         and construed in accordance with the Code, and the regulations
         promulgated thereunder, and with the laws of The State of
         Missouri.
         IN WITNESS WHEREOF, this Plan has been executed the day
and year first above written.


                              MAGNA GROUP, INC.
                              By: /s/ G. Thomas Andes
                                 -----------------------------
                              G. Thomas Andes
                              Chairman of the Board,
                              Chief Executive Officer and
                              President


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