DEFERRED COMPENSATION AGREEMENT
THIS AGREEMENT is entered into, effective as of the date executed, by and between SOUTHSIDE BANK of
Tyler, Texas, a corporation organized and existing under the laws of the State of Texas, hereinafter called
BANK, and SAM DAWSON, hereinafter called EXECUTIVE. This Agreement amends and restates the
Agreement executed as of June 30, 1994 by Sam Dawson, EXECUTIVE, and B. G. Hartley for the BANK.
W I T N E S S E T H:
The Board of Directors of BANK have determined that the service of EXECUTIVE to BANK since
employment of EXECUTIVE has been of exceptional merit and has constituted an invaluable contribution to the
general welfare of BANK. The Board of Directors has further determined that the continued service of
EXECUTIVE on behalf of BANK is essential to the future growth and profit of BANK and it is in the best
interest of BANK to arrange for financial incentives for EXECUTIVE to remain in the employment of BANK for
the balance of his work lifetime.
BANK agrees to employ EXECUTIVE in such capacity as BANK may from time to time determine.
EXECUTIVE will continue in the employment of BANK in such capacity and with such duties and
responsibilities as may from time to time be assigned to such EXECUTIVE. BANK shall have sole discretion
over compensation to be paid to EXECUTIVE for the performance of such services. EXECUTIVE agrees to
well and truly perform his duties and obligations as an employee of BANK and will use his best efforts to furnish
faithful and satisfactory services to BANK. Nothing in this Agreement shall be construed as any limitation of the
BANK's right and privilege to discontinue the employment of the EXECUTIVE at any time, subject to the
deferred compensation provisions set forth in this Agreement.
It is specifically agreed that if EXECUTIVE remains in the employment of BANK until his total and permanent
disability, death, or retirement, whichever occurs first, BANK agrees to pay the sum of THREE HUNDRED