<PAGE> 1
                               MAGNA GROUP, INC.





                                 SUPPLEMENTAL
                               SENIOR EXECUTIVE
                               RETIREMENT PLAN





                                 MAY 27, 1997




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<TABLE>
                  TABLE OF CONTENTS
                  -----------------
<CAPTION>
Article       Content                             Page
-------       -------                             ----
<S>           <C>                                  <C>

   I          DEFINITIONS                           2

  II          PARTICIPATION                         9

  III         BENEFITS                             10

  IV          NO FUNDING OBLIGATION                14

   V          ADMINISTRATION                       15

  VI          AMENDMENT OR TERMINATION             20

 VII          GENERAL LIMITATIONS AND PROVISIONS   21
</TABLE>


<PAGE> 3


                               MAGNA GROUP, INC.

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

WHEREAS, effective as of January 1, 1987 Magna Group, Inc. (the "Company")
adopted the Supplemental Executive Retirement Plan of William S. Badgley (the
"Badgley Plan"), and

WHEREAS, the Badgley Plan was amended at various times to, among other
things, include G. Thomas Andes as a participant, and

WHEREFORE, the Company hereby establishes the Supplemental Senior Executive
Retirement Plan (the "Plan") to reward key senior executives in the future
for their dedication, commitment and service to the Company.  The purpose of
the Plan is to insure that the covered executives receive retirement benefits
commensurate with their service to the Company and comparable to retirement
benefits provided to executives in similar positions in the banking industry.

WHEREFORE, the Company also determines that Mr. Andes will hereafter have his
entire supplemental retirement benefit provided under the Plan and will no
longer be a participant in the Badgley Plan and will hereafter have his
entire supplemental retirement benefit provided under the Plan.


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                               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.


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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.

1.05    ACTUARY means the 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


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        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.

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 tht, 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%


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        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 ast lease
        two-thirds(2/3) of the directors then still in office who were directors
        at the beginning of the period, but excluding any individuals whose
        initial assumptionof 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


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        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 "Cause" as defined in the Employment Agreement.

1.11    CODE means the Internal Revenue Code of 1986, as amended.

1.12    COMMITTEE means the compensation committee of the Board.

1.13    COMPANY means Magna Group, Inc., an organization incorpo-
        rated 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 Incentive Bonus as defined in the Employment Agreement.

1.15    DISABILITY means "Disability" as defined in the Employment
        Agreement.


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1.16    EMPLOYMENT AGREEMENT means the Amended and Restated Employment by and
        between the Company and G. Thomas Andes dated as of the -- day of May,
        1997.

1.17    ELIGIBLE EMPLOYEE means an individual employed by the Company in a
        senior management position.

1.18    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 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.

1.19    NORMAL RETIREMENT DATE means a Participant's sixty-fifth
        (65) birthday.


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1.20    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.

1.21    PARTICIPANT means G. Thomas Andes and any other Eligible
        Employee who is participating in the Plan in accordance with the
        provisions of Section II.

1.22    PLAN means the Magna Group, Inc. Supplemental Senior
        Executive Retirement Plan as set forth in this document.

1.23    RETIREMENT INCOME means a monthly benefit payable for the
        life of the Participant with one hundred twenty (120) monthly payments
        guaranteed equal to 1.7142857 percent times the Participant's number of
        Years of Service (up to a maximum of sixty percent (60%)) times the
        Participant's Final Monthly Earnings, provided, however, such amount
        shall be offset and reduced by Other Retirement Benefits.

1.24    YEARS OF SERVICE means any calendar year during which a
        Participant was employed by 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 following a Change of Control, such Participant shall be
        entitled to Retirement Income equal to 60%


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        of the Participant's Final Monthly Earnings commencing within thirty
        (30) days of the termination, irrespective of the Executive's age at the
        time of such termination.

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.

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 hereunder the Participant must
        satisfy the distribution requirements of


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        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 payments, and with the consent and
        approval of the Committee,


                                    - 12 -
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        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 ad-
        ministrative 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


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               remedying of any omission, inconsistency, or ambiguity, and its
               decision or action in respect thereof shall be conclusive and
               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


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        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
        judicially determined or agreed by the officers or employees to be due
        to their respective gross negligence or willful misconduct.

5.04    Any individual 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;


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        (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;

(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


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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 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 3.05 in the case of amendment and Section 3.06 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.


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7.04    Neither a Participant nor any other person shall have any
        right to commute, sell, assign, transfer, pledge, 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 Committee 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


                                    - 22 -
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        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 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 par-
        ticular 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.


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<PAGE> 26

IN WITNESS WHEREOF, this Plan has been executed the day and year first above
written.

                                           MAY 27, 1997

                                           MAGNA GROUP, INC.

                                           By: /s/ Carolyn B. Ryseff
                                               --------------------------------
                                               Senior Vice President


                                           By: /s/ Carl G. Hogan, Sr.
                                               --------------------------------
                                               Carl G. Hogan, Sr.
                                               Chairman of the Compensation
                                                 Committee of the Board
                                                 of Directors


                                    - 24 -