ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On April 16, 2009, the shareholders of Southside Bancshares, Inc. (the "Company") approved the Southside Bancshares, Inc. 2009 Incentive Plan (the "2009 Incentive Plan"). A total of 1,000,000 shares of the Company's common stock are reserved and available for issuance pursuant to awards granted under the 2009 Incentive Plan. A description of the material terms of the 2009 Incentive Plan was included in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 12, 2009. A copy of the 2009 Incentive Plan is filed as Exhibit 99.1 to this Form 8-K.

ITEM 8.01. OTHER EVENTS.

On April 17, 2009, following approval by the Company's shareholders and in accordance with the Texas Business Corporations Act, the Company filed with the Texas Secretary of State Amended and Restated Articles of Incorporation for the purpose of amending its Articles of Incorporation to increase the number of authorized shares of common stock from 20 million to 40 million.

The Amended and Restated Articles of Incorporation are attached hereto as Exhibit 3(a) and incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

The following exhibits are filed in accordance with Item 601(b) of Regulation S-K:

Exhibit
Number Description of Exhibit

Exhibit 3(a) Amended and Restated Articles of Incorporation, effective as of April 17, 2009.
Exhibit 99.1 Southside Bancshares, Inc. 2009 Incentive Plan.

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