BOATMENS BANCSHARES INC /MO, S-4, 1994-10-14

BOATMENS BANCSHARES INC /MO
S-4, 1994-10-14
NATIONAL COMMERCIAL BANKS

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<PAGE> 1
Registration No. 33------
===============================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------------------
BOATMEN'S BANCSHARES, INC.
(Exact name of Registrant as specified in its charter)
MISSOURI 6712 43-0672260
(State or other (Primary Standard (IRS Employer
jurisdiction of Industrial Identification
incorporation or Classification Number)
organization) Code Number)

One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63101
(314) 466-6000
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
-----------------------------
JAMES W. KIENKER
Executive Vice President and Chief Financial Officer
Boatmen's Bancshares, Inc.
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63101
(314) 466-7718
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------------------
Copies to:
Thomas C. Erb, Esq. C. Douglas Buford, Jr., Esq.
Lewis, Rice & Fingersh Wright, Lindsey & Jennings
500 N. Broadway 2200 Worthen Bank Building
St. Louis, Missouri 63102 200 West Capitol Ave.
(314) 444-7600 Little Rock, Arkansas 72201
(501) 371-0808

-----------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION
STATEMENT AND THE EFFECTIVE TIME OF THE MERGERS DESCRIBED HEREIN.
IF THE SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED IN CONNECTION
WITH THE FORMATION OF A HOLDING COMPANY AND THERE IS COMPLIANCE WITH GENERAL
INSTRUCTION G, CHECK THE FOLLOWING BOX./ /
-----------------------------

<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===============================================================================================================================

PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED<F1> UNIT<F2> PRICE<F2> REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $1.00 par value,
per share<F3> 17,683,100 $28.9375 $511,704,706 $176,449.90
===============================================================================================================================
<FN>
<F1> Based upon the assumed maximum number of shares of common
stock of the Registrant issuable to holders of common stock of
Worthen Banking Corporation, an Arkansas corporation
("Worthen"), in the proposed merger of a wholly-owned
subsidiary of the Registrant with and into Worthen.
<F2> Solely for purposes of calculating the registration fee in
accordance with Rule 457(f)(1) as of October 10, 1994, being
within 5 days of the filing of this Registration Statement.
<F3> Each share includes one preferred share purchase right which
may be exercised upon the occurrence of certain triggering
events.
</TABLE>

-----------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON
SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO
SAID SECTION 8(a), MAY DETERMINE.
===============================================================================

<PAGE> 2

<TABLE>

BOATMEN'S BANCSHARES, INC.

CROSS REFERENCE SHEET TO PROSPECTUS

<CAPTION>
FORM S-4 HEADING PROSPECTUS LOCATION
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C>
1. Forepart of Registration Statement and Outside
Front Cover Page of Prospectus . . . . . . . . . . . . . Forepart of Registration Statement and Outside Front Cover
Page of Prospectus

2. Inside Front and Outside Back Cover Pages of
Prospectus . . . . . . . . . . . . . . . . . . . . . . . Inside Front and Outside Back Cover Pages of Prospectus;
Table of Contents

3. Risk Factors, Ratio of Earnings to Fixed Charges and
Other Information. . . . . . . . . . . . . . . . . . . . Summary Information

4. Terms of the Transaction . . . . . . . . . . . . . . . . Summary Information; The Merger; Description of Boatmen's
Capital Stock; Comparison of Shareholder Rights; Certain
Provisions of the Merger Agreement

5. Pro Forma Financial Information. . . . . . . . . . . . . Pro Forma Financial Data

6. Material Contacts with the Company Being
Acquired . . . . . . . . . . . . . . . . . . . . . . . . Summary Information; The Merger; Certain Provisions of the
Merger Agreement

7. Additional Information Required for Reoffering by
Persons and Parties Deemed to Be Underwriters. . . . . . *

8. Interests of Named Experts and Counsel . . . . . . . . . The Merger; Legal Opinion; Experts

9. Disclosure of Commission Position on Indemnification
for Securities Act Liabilities . . . . . . . . . . . . . *

10. Information with Respect to S-3 Registrants. . . . . . . Incorporation of Certain Documents by Reference; The Merger

11. Incorporation of Certain Information by Reference. . . . Incorporation of Certain Documents by Reference

12. Information with Respect to S-2 or S-3 Registrants . . . *

13. Incorporation of Certain Information by Reference. . . . *

- ---------------------------------------
*Indicates item not applicable

<PAGE> 3

<CAPTION>
FORM S-4 HEADING PROSPECTUS LOCATION
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C>
14. Information with Respect to Registrants Other than S-2
or S-3 Registrants . . . . . . . . . . . . . . . . . . . *

15. Information with Respect to S-3 Companies. . . . . . . . Incorporation of Certain Documents by Reference; Summary
Information; The Merger

16. Information with Respect to S-2 or S-3 Companies . . . . *

17. Information with Respect to Companies Other than S-2
or S-3 Companies . . . . . . . . . . . . . . . . . . . . *

18. Information if Proxies, Consents or Authorizations are to
be Solicited . . . . . . . . . . . . . . . . . . . . . . Incorporation of Certain Documents By Reference; Summary
Information; The Special Meeting; The Merger

19. Information if Proxies, Consents or Authorizations are
not to be Solicited in an Exchange Offer . . . . . . . . *

- ---------------------------------------
*Indicates item not applicable
</TABLE>

<PAGE> 4

WORTHEN BANKING CORPORATION
PROXY STATEMENT
----------------------

BOATMEN'S BANCSHARES, INC.
PROSPECTUS

This Proxy Statement/Prospectus ("Proxy Statement/Prospectus")
is being furnished to shareholders of Worthen Banking Corporation,
an Arkansas corporation ("Worthen"), in connection with the
solicitation of proxies by the Board of Directors of Worthen for
use at a Special Meeting of Shareholders (including any
adjournments or postponements thereof) to be held at ---------,
local time, on -------------, at ----------------,
- ------------------------, Little Rock, Arkansas (the "Special
Meeting"). At the Special Meeting, shareholders of Worthen will
consider and vote upon an Agreement and Plan of Merger (the "Merger
Agreement"), dated August 18, 1994, among Worthen, Boatmen's
Bancshares, Inc., a Missouri corporation ("Boatmen's") and BBI
AcquisitionCo, Inc., an Arkansas corporation and wholly-owned
subsidiary of Boatmen's ("AcquisitionCo"), which provides for,
among other things, the proposed merger of AcquisitionCo with and
into Worthen (the "Merger").

This Proxy Statement/Prospectus also constitutes a prospectus
of Boatmen's with respect to up to 17,683,100 shares of common
stock of Boatmen's issuable in the Merger to holders of common
stock of Worthen.

Upon consummation of the Merger, each issued and outstanding
share of common stock of Worthen (other than shares held by any
shareholder properly exercising dissenters' rights) would be
converted into the right to receive one (1) share of common stock
of Boatmen's and any attached rights, plus cash in lieu of any
existing fractional share interests. As a result of the Merger,
Boatmen's would acquire beneficial ownership of all of the issued
and outstanding stock of Worthen, and Worthen would be a wholly-
owned subsidiary of Boatmen's.

This Proxy Statement/Prospectus and the accompanying form of
proxy are first being mailed to shareholders of Worthen on or about
- ---------------, 1994.

PaineWebber Incorporated has rendered its opinion dated
- ---------------, 1994, confirming its earlier opinion of August 18,
1994, to the Board of Directors of Worthen, that the terms of the
Merger are fair to the shareholders of Worthen from a financial
point of view.

This Proxy Statement/Prospectus does not cover any resales of
the Boatmen's common stock offered hereby to be received by the
stockholders deemed to be "affiliates" of Boatmen's or Worthen upon
consummation of the Merger. No person is authorized to make use of
this Proxy Statement/Prospectus in connection with such resales,
although such securities may be traded without the use of this
Proxy Statement/Prospectus by those shareholders of Boatmen's not
deemed to be "affiliates" of Boatmen's or Worthen.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------------------------

THE SHARES OF BOATMEN'S COMMON STOCK OFFERED HEREBY ARE NOT
SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF ANY
BANK OR SAVINGS ASSOCIATION AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION, THE BANK INSURANCE
FUND OR ANY OTHER GOVERNMENTAL AGENCY.
-----------------------------------

THE DATE OF THIS PROXY STATEMENT/PROSPECTUS IS ---------------, 1994

<PAGE> 5

<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
----
<S> <C>
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . 1

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . 1

SUMMARY INFORMATION. . . . . . . . . . . . . . . . . . . . . . 3
Introduction . . . . . . . . . . . . . . . . . . . . . . . . 3
The Parties to the Merger. . . . . . . . . . . . . . . . . . 3
Boatmen's . . . . . . . . . . . . . . . . . . . . . . . . 3
AcquisitionCo . . . . . . . . . . . . . . . . . . . . . . 3
Worthen . . . . . . . . . . . . . . . . . . . . . . . . . 4
The Special Meeting. . . . . . . . . . . . . . . . . . . . . 4
Date, Time and Place of Special Meeting . . . . . . . . . 4
Matters to be Considered at the Special Meeting . . . . . 4
Record Date . . . . . . . . . . . . . . . . . . . . . . . 4
Vote Required to Approve the Merger Agreement . . . . . . 4
Security Ownership of Worthen Management. . . . . . . . . 4
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . 5
Effects of the Merger . . . . . . . . . . . . . . . . . . 5
Value of the Merger . . . . . . . . . . . . . . . . . . . 5
Reasons for the Merger and Recommendation of the Board of
Directors. . . . . . . . . . . . . . . . . . . . . . . 5
Opinion of Financial Advisor. . . . . . . . . . . . . . . 6
Conditions to the Merger; Regulatory Approvals. . . . . . 6
Conduct of Business Pending the Merger. . . . . . . . . . 6
Termination of the Merger Agreement . . . . . . . . . . . 6
Termination Fee . . . . . . . . . . . . . . . . . . . . . 7
Accounting Treatment. . . . . . . . . . . . . . . . . . . 8
Effective Time of the Merger. . . . . . . . . . . . . . . 8
Interests of Certain Persons in the Merger. . . . . . . . 8
Federal Income Tax Consequences . . . . . . . . . . . . . 8
Dissenters' Rights. . . . . . . . . . . . . . . . . . . . 9
Management and Operations After the Merger . . . . . . . . . 9
Comparison of Shareholder Rights . . . . . . . . . . . . . . 9
Comparative Stock Prices . . . . . . . . . . . . . . . . . . 11

SELECTED COMPARATIVE PER SHARE DATA. . . . . . . . . . . . . . 12

SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . . . 13

THE SPECIAL MEETING. . . . . . . . . . . . . . . . . . . . . . 16
Date, Time and Place . . . . . . . . . . . . . . . . . . . . 16
Matters to be Considered at the Special Meeting. . . . . . . 16
Record Date; Vote Required . . . . . . . . . . . . . . . . . 16
Voting and Revocation of Proxies . . . . . . . . . . . . . . 16
Solicitation of Proxies. . . . . . . . . . . . . . . . . . . 17

i
<PAGE> 6

<CAPTION>
PAGE
----
<S> <C>
THE PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . . 18
Boatmen's. . . . . . . . . . . . . . . . . . . . . . . . . . 18
General . . . . . . . . . . . . . . . . . . . . . . . . . 18
Pending Acquisitions. . . . . . . . . . . . . . . . . . . 18
AcquisitionCo. . . . . . . . . . . . . . . . . . . . . . . . 19
Worthen. . . . . . . . . . . . . . . . . . . . . . . . . . . 19

THE MERGER . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Background of the Merger . . . . . . . . . . . . . . . . . . 21
Reasons for the Merger; Recommendation of Worthen Board of
Directors . . . . . . . . . . . . . . . . . . . . . . . . 21
Opinion of Worthen's Financial Advisor . . . . . . . . . . . 21
Comparable Company Trading Analysis . . . . . . . . . . . 22
Comparable Transaction Analysis . . . . . . . . . . . . . 23
Acquiror Dilution Analysis. . . . . . . . . . . . . . . . 24
Discounted Cash Flow Analysis . . . . . . . . . . . . . . 25
Pro Forma Merger Analysis . . . . . . . . . . . . . . . . 25
Merger Consideration . . . . . . . . . . . . . . . . . . . . 26
Form of the Merger . . . . . . . . . . . . . . . . . . . . . 27
Conduct of Business Pending the Merger; Dividends. . . . . . 27
Certain Conditions to Consummation of the Merger . . . . . . 27
Interests of Certain Persons in the Merger . . . . . . . . . 29
Director and Officer Indemnification. . . . . . . . . . . 29
Key Executive Retention Agreement . . . . . . . . . . . . 29
Employee Retention and Protection Plans . . . . . . . . . 29
Worthen Banking Corporation Stock Option Plans . . . . . 31
Effective Time . . . . . . . . . . . . . . . . . . . . . . . 31
Dissenters' Rights . . . . . . . . . . . . . . . . . . . . . 31
Exchange of Stock Certificates; Fractional Shares. . . . . . 33
Federal Income Tax Consequences. . . . . . . . . . . . . . . 34
Accounting Treatment . . . . . . . . . . . . . . . . . . . . 34
Management and Operations After the Merger . . . . . . . . . 35
Effect on Employee Benefit and Stock Plans . . . . . . . . . 35
Resale of Boatmen's Common . . . . . . . . . . . . . . . . . 36

PRO FORMA FINANCIAL DATA . . . . . . . . . . . . . . . . . . . 37

DESCRIPTION OF BOATMEN'S CAPITAL STOCK . . . . . . . . . . . . 40
Boatmen's Common . . . . . . . . . . . . . . . . . . . . . . 40
Dividend Rights . . . . . . . . . . . . . . . . . . . . . 40
Voting Rights . . . . . . . . . . . . . . . . . . . . . . 40
Classification of Board of Directors. . . . . . . . . . . 40
Preemptive Rights . . . . . . . . . . . . . . . . . . . . 41
Liquidation Rights. . . . . . . . . . . . . . . . . . . . 41
Assessment and Redemption . . . . . . . . . . . . . . . . 41
Boatmen's Series B Preferred Stock . . . . . . . . . . . . . 41
Dividend Rights . . . . . . . . . . . . . . . . . . . . . 41
Liquidation Rights. . . . . . . . . . . . . . . . . . . . 41
Redemption. . . . . . . . . . . . . . . . . . . . . . . . 41

ii
<PAGE> 7

<CAPTION>
PAGE
----
<S> <C>
Voting Rights . . . . . . . . . . . . . . . . . . . . . . 41
Superior Stock. . . . . . . . . . . . . . . . . . . . . . 41

COMPARISON OF SHAREHOLDER RIGHTS . . . . . . . . . . . . . . . 42
Shareholder Vote Required for Certain Transactions . . . . . 42
Business Combinations . . . . . . . . . . . . . . . . . . 42
Removal of Directors. . . . . . . . . . . . . . . . . . . 42
Removal of Officers . . . . . . . . . . . . . . . . . . . 43
Amendments to Articles of Incorporation . . . . . . . . . 44
Special Meetings of Shareholders; Shareholder Action by
Written Consent . . . . . . . . . . . . . . . . . . . . . 44
Notice of Shareholder Nominations of Directors . . . . . . . 45
Shareholder Proposal Procedures. . . . . . . . . . . . . . . 46
Shareholder Rights Plan. . . . . . . . . . . . . . . . . . . 46
Dissenters' Rights . . . . . . . . . . . . . . . . . . . . . 49
Takeover Statutes. . . . . . . . . . . . . . . . . . . . . . 49
Liability of Directors; Indemnification. . . . . . . . . . . 50
Consideration of Non-Shareholder Interests . . . . . . . . . 52

CERTAIN PROVISIONS OF THE MERGER AGREEMENT . . . . . . . . . . 53
The Merger . . . . . . . . . . . . . . . . . . . . . . . . . 53
Exchange of Certificates . . . . . . . . . . . . . . . . . . 53
Representations and Warranties of the Parties. . . . . . . . 54
Conditions to the Consummation of the Merger . . . . . . . . 54
Regulatory Approvals . . . . . . . . . . . . . . . . . . . . 55
Certain Other Agreements . . . . . . . . . . . . . . . . . . 55
Business of Worthen in Ordinary Course. . . . . . . . . . 55
Additional Worthen Reserves, Accruals, Charges, and
Expenses . . . . . . . . . . . . . . . . . . . . . . . 56
Environmental Inspections and Other Worthen Agreements. . 57
Other Worthen Agreements. . . . . . . . . . . . . . . . . 57
Boatmen's Agreements. . . . . . . . . . . . . . . . . . . 57
No Solicitation. . . . . . . . . . . . . . . . . . . . . . . 58
Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . 58
Indemnification and Insurance. . . . . . . . . . . . . . . . 58
Waiver and Amendment . . . . . . . . . . . . . . . . . . . . 59
Termination or Abandonment . . . . . . . . . . . . . . . . . 59
Termination Fee. . . . . . . . . . . . . . . . . . . . . . . 60
Occurrence of Triggering Event. . . . . . . . . . . . . . 60
Superior Transaction. . . . . . . . . . . . . . . . . . . 60
Expenses and Fees. . . . . . . . . . . . . . . . . . . . . . 60

LEGAL OPINION. . . . . . . . . . . . . . . . . . . . . . . . . 61

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Independent Auditors for Boatmen's Bancshares, Inc.. . . . . 61
Independent Auditors for Worthen Banking Corporation . . . . 61

SHAREHOLDER PROPOSALS. . . . . . . . . . . . . . . . . . . . . 62

iii
<PAGE> 8

APPENDICES
Merger Agreement . . . . . . . . . . . . . . . . . . . . . .A-1
Fairness Opinion . . . . . . . . . . . . . . . . . . . . . .B-1
Excerpts of Arkansas Business Corporation Act (Dissenters'
Rights). . . . . . . . . . . . . . . . . . . . . . . . .C-1
</TABLE>

iv
<PAGE> 9

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATION NOT CONTAINED IN THIS PROXY STATEMENT/PROSPECTUS
IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN AND ANY SUCH
INFORMATION OR REPRESENTATION, IF GIVEN OR MADE, MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY BOATMEN'S OR WORTHEN. THIS PROXY
STATEMENT/PROSPECTUS DOES NOT CONSTITUTE A SOLICITATION OR AN
OFFERING OF ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO
WHICH IT RELATES OR IN ANY JURISDICTION TO ANY PERSON TO WHOM IT
WOULD BE UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION. THE DELIVERY OF THIS PROXY STATEMENT/PROSPECTUS AT
ANY TIME DOES NOT IMPLY THAT ANY INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO ITS DATE.

AVAILABLE INFORMATION

Boatmen's and Worthen each are subject to the informational
requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and in accordance therewith file reports,
proxy statements and other information with the Securities and
Exchange Commission (the "S.E.C."). The reports, proxy statements
and other information can be inspected and copied at the public
reference facilities of the S.E.C., Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional offices of the
S.E.C. located at Seven World Trade Center, New York, New York
10048, and Suite 1400, Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60661, and copies of such materials can be
obtained from the public reference section of the S.E.C. at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, reports, proxy statements and other
information concerning (i) Boatmen's may be inspected at the
offices of the National Association of Securities Dealers, Inc.,
1735 K Street, N.W., Washington, D.C. 20006, and (ii) Worthen may
be inspected at the offices of the American Stock Exchange, Inc.,
86 Trinity Place, New York, New York 10006.

Boatmen's has filed with the S.E.C. a Registration Statement
on Form S-4 (together with any amendments thereto, the
"Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the common stock of
Boatmen's to be issued pursuant to the merger described herein.
This Proxy Statement/Prospectus does not contain all the
information set forth in the Registration Statement and the
exhibits thereto. Such additional information may be obtained from
the S.E.C.'s principal office in Washington, D.C. Statements
contained in this Proxy Statement/Prospectus or in any document
incorporated in this Proxy Statement/Prospectus by reference as to
the contents of any contract or other document referred to herein
or therein are not necessarily complete, and in each instance where
reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement or such other
document, each such statement is qualified in all respects by such
reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the S.E.C. by Boatmen's
(File No. 1-3750) and Worthen (File No. 1-8525) pursuant to the
Exchange Act are incorporated by reference in this Proxy Statement/
Prospectus:

1. Boatmen's Annual Report on Form 10-K for the year ended
December 31, 1993;

2. Boatmen's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994 and June 30, 1994;

<PAGE> 10

3. The description of the common stock of Boatmen's contained
in Boatmen's Registration Statement on Form 8-A under the
Exchange Act, as amended under cover of Form 8 dated
July 15, 1988, and the description of the preferred share
purchase rights contained in Boatmen's Registration
Statement on Form 8-A under the Exchange Act, filed
August 14, 1990;

4. Boatmen's Current Report on Form 8-K dated September 2,
1994;

5. Worthen's Annual Report on Form 10-K for the year ended
December 31, 1993;

6. Worthen's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1994 and June 30, 1994;

7. The description of Worthen's capital stock contained in
Worthen's Registration Statement No. 2-97994 on Form S-2
under the Exchange Act, filed May 24, 1985; and

8. Worthen's Current Reports on Form 8-K dated June 24, 1994,
and September 9, 1994.

All documents and reports filed by Boatmen's and Worthen
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Proxy Statement/Prospectus and prior to the
date of the special meeting of shareholders of Worthen shall be
deemed to be incorporated by reference in this Proxy Statement/
Prospectus and to be a part hereof from the dates of filing of such
documents or reports. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Proxy
Statement/Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is
deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Proxy Statement/
Prospectus.

THIS PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS
RELATING TO BOATMEN'S AND WORTHEN BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS (EXCLUDING
UNINCORPORATED EXHIBITS) ARE AVAILABLE, WITHOUT CHARGE, TO ANY
PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROXY
STATEMENT/PROSPECTUS IS DELIVERED, UPON WRITTEN OR ORAL REQUEST TO,
IN THE CASE OF DOCUMENTS RELATING TO BOATMEN'S, KEVIN R. STITT,
DIRECTOR OF INVESTOR RELATIONS, BOATMEN'S BANCSHARES, INC., ONE
BOATMEN'S PLAZA, 800 MARKET STREET, ST. LOUIS, MISSOURI 63101
(TELEPHONE NUMBER (314) 466-7662), OR IN THE CASE OF DOCUMENTS
RELATING TO WORTHEN, ALAN C. KING, SENIOR VICE PRESIDENT AND
CONTROLLER, WORTHEN BANKING CORPORATION, 200 WEST CAPITOL AVENUE,
LITTLE ROCK, ARKANSAS 72201 (TELEPHONE NUMBER (501) 371-8769). IN
ORDER TO ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST
SHOULD BE MADE BY ---------------, 1994.

2
<PAGE> 11
SUMMARY INFORMATION

The following is a brief summary of certain information
contained elsewhere in this Proxy Statement/Prospectus. The following
summary is not intended to be complete and is qualified in all
respects by the information appearing elsewhere herein or
incorporated by reference into this Proxy Statement/Prospectus, the
Appendices hereto and the documents referred to herein. All
information contained in this Proxy Statement/Prospectus relating to
Boatmen's and its subsidiaries has been supplied by Boatmen's and all
information relating to Worthen and its subsidiaries has been
supplied by Worthen. Shareholders are urged to read this Proxy
Statement/Prospectus and the Appendices hereto and in particular the
section entitled "THE MERGER" in their entirety.

INTRODUCTION

This Proxy Statement/Prospectus relates to an Agreement and Plan
of Merger, dated August 18, 1994 (the "Merger Agreement"), among
Worthen Banking Corporation, an Arkansas corporation ("Worthen"),
Boatmen's Bancshares, Inc., a Missouri corporation ("Boatmen's") and
BBI AcquisitionCo, Inc. ("AcquisitionCo"), an Arkansas corporation
and wholly-owned subsidiary of Boatmen's. The Merger Agreement
provides for, among other things, the merger (the "Merger") of
AcquisitionCo with and into Worthen. As a result of the Merger,
Worthen would become a wholly-owned subsidiary of Boatmen's.

The summary set forth in this Proxy Statement/Prospectus of
certain provisions of the Merger Agreement is not intended to be
complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, which is incorporated by reference
herein and attached as Appendix A hereto.

THE PARTIES TO THE MERGER

BOATMEN'S

Boatmen's is a multi-bank holding company headquartered in
St. Louis, Missouri. At June 30, 1994, Boatmen's had consolidated
assets of approximately $27.6 billion and shareholders' equity of
$2.2 billion, making it the largest bank holding company in Missouri
and among the 30 largest in the United States. Boatmen's 45
subsidiary banks, including a federal savings bank, operate from over
400 locations in Missouri, Arkansas, Illinois, Iowa, Kansas, New
Mexico, Oklahoma, Tennessee and Texas. Boatmen's also ranks among
the 16 largest providers of trust services in the nation, with
approximately $34.2 billion in assets under management as of June 30,
1994. Boatmen's other principal businesses include a mortgage
banking company, a credit life insurance company, a credit card
company and an insurance agency. The principal executive offices
of Boatmen's are at One Boatmen's Plaza, 800 Market Street,
St. Louis, Missouri 63101 (telephone number (314) 466-6000).

ACQUISITIONCO

AcquisitionCo was organized as a wholly-owned subsidiary of
Boatmen's solely to effectuate the Merger and has not been engaged
in any significant business activity.

3
<PAGE> 12

WORTHEN

Worthen is a multi-bank holding company headquartered in Little
Rock, Arkansas. At June 30, 1994, Worthen had consolidated assets
of approximately $3.5 billion and shareholders' equity of $293
million, making it the second largest bank holding company based in
Arkansas. Through its eleven (11) banking subsidiaries, Worthen
operates 112 retail banking offices throughout the State of Arkansas
and six such offices in the Austin, Texas area. Through its non-
banking subsidiaries, Worthen also operates, among other businesses,
a full service retail brokerage company, a mortgage banking company
and a trust company. The principal executive offices of Worthen are
at 200 West Capitol Avenue, Little Rock, Arkansas 72201 (telephone
number (501) 378-1521).

THE SPECIAL MEETING

DATE, TIME AND PLACE OF SPECIAL MEETING

The special meeting of the shareholders of Worthen (the "Special
Meeting") to consider and vote upon the Merger Agreement will be held
at -----------------------------------, ---------------, Little Rock,
Arkansas on ---------------, at ----, local time.

MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING

At the Special Meeting, holders of Worthen common stock, par
value $1.00 per share ("Worthen Common") will consider and vote upon
approving the Merger Agreement providing for, among other things, the
Merger of AcquisitionCo with and into Worthen.

RECORD DATE

The record date for the Special Meeting is -------------------.

VOTE REQUIRED TO APPROVE THE MERGER AGREEMENT

Approval and adoption of the Merger Agreement will require the
affirmative vote of the holders of a majority of the outstanding
shares of Worthen Common entitled to vote thereon. Holders of
Worthen Common will be entitled to one vote per share.

SECURITY OWNERSHIP OF WORTHEN MANAGEMENT

As of ----------------------, executive officers and directors
of Worthen and their affiliates may be deemed to have owned
beneficially --------- shares (----%) of Worthen Common, all of which
are expected by management of Worthen to be voted in favor of the
Merger Agreement.

4
<PAGE> 13

THE MERGER

EFFECTS OF THE MERGER

At the time the Merger is consummated (the "Effective Time"),
AcquisitionCo will merge into Worthen and, as a result thereof, each
share of Worthen Common, other than shares any holders of which have
duly exercised and perfected their dissenters' rights under the
Arkansas Business Corporation Act of 1987 (the "Arkansas Corporate
Law"), will be converted into one (1) share of common stock, par
value $1.00 per share, of Boatmen's ("Boatmen's Common"), together
with any rights attached thereto under or by virtue of the Rights
Agreement, dated August 14, 1990, between Boatmen's and Boatmen's
Trust Company, as Rights Agent (as described on page -- hereto) (such
number of shares, together with any cash payment in lieu of
fractional shares, if any, as described herein, is referred to herein
as the "Merger Consideration"). No fractional shares of Boatmen's
Common will be issued and, in lieu thereof, holders of fractional
shares of Worthen Common who would otherwise be entitled to a
fractional share interest in Boatmen's Common (after taking into
account all shares of Worthen Common held by such holder) will be
paid an amount in cash equal to the product of such fractional share
interest and the closing price of a share of Boatmen's Common on the
Nasdaq Stock Market's National Market (the "Nasdaq") on the business
day immediately preceding the date on which the Effective Time
occurs.

VALUE OF THE MERGER

As of --------------------, 1994, based on the Merger
Consideration and the closing sales price of Boatmen's Common as
reported on Nasdaq for that date, the Merger had a per share value
of $--------- to holders of Worthen Common, and the approximate total
value of the Merger Consideration to Worthen shareholders was
$------ million.

REASONS FOR THE MERGER AND RECOMMENDATION OF THE BOARD OF DIRECTORS

The Board of Directors of Worthen believes that the acquisition
of Worthen by Boatmen's is in the best short-term and long-term
interests of Worthen. The Board of Directors of Worthen believes
that its stockholders will benefit from the Merger through their
ownership of a more liquid investment in a bank holding company with
greater diversification in banking operations and greater assets than
Worthen. As part of Boatmen's, the former Worthen banking
subsidiaries and their respective branch offices will have the
availability and support of Boatmen's greater resources and economies
of scale resulting from a larger operation. The Worthen Board of
Directors unanimously approved the Merger Agreement and recommends that
you vote in favor of the Merger.

The Board of Directors of Boatmen's believes that the
acquisition of Worthen and its banking subsidiaries would enhance its
existing presence in the State of Arkansas and the State of Texas and,
generally, would be a natural and desirable extension of Boatmen's
banking franchise. The Board of Directors of Boatmen's also believes
that the profitability of Worthen's subsidiaries can be enhanced
through Boatmen's banking products, systems, methods, capital
resources and managerial capabilities.

5
<PAGE> 14

OPINION OF FINANCIAL ADVISOR

Worthen's advisor with respect to the financial aspects of the
Merger, PaineWebber Incorporated ("PaineWebber"), has rendered its
opinion to the Board of Directors of Worthen that the Merger
Consideration is fair to Worthen's shareholders from a financial
point of view. The opinion of PaineWebber, attached as Appendix B
to this Proxy Statement/Prospectus, sets forth the assumptions made,
the matters considered and the limitations on the review undertaken
in rendering such opinion and should be read by the Worthen
shareholders in its entirety.

CONDITIONS TO THE MERGER; REGULATORY APPROVALS

The Merger is subject to various conditions including, among
other things: (i) approval of the Merger Agreement by the requisite
holders of a majority of the outstanding Worthen Common; (ii) receipt
of regulatory approvals from the Board of Governors of the Federal
Reserve System (the "Federal Reserve"), the Arkansas State Bank
Department (the "Arkansas Banking Department"), and the Texas
Department of Banking (the "Texas Banking Department"); (iii) receipt
of a legal opinion on certain tax aspects of the Merger; (iv) receipt
of an accounting opinion to the effect that the Merger qualifies for
"pooling of interests" accounting treatment; and (v) the occurrence
of no material adverse changes in the businesses of Boatmen's or
Worthen. The Merger may not be consummated until the 30th day after
the date of Federal Reserve approval. Applications for the required
regulatory approvals from the Federal Reserve [and the Arkansas
Banking Department and the Texas Banking Department] have been filed
and are pending.

CONDUCT OF BUSINESS PENDING THE MERGER

Pursuant to the Merger Agreement, Worthen has agreed to carry on
its business in the usual, regular and ordinary course in
substantially the same manner as conducted prior to the execution of
the Merger Agreement, subject to obtaining Boatmen's prior approval to
certain specified actions. The Merger Agreement provides that Worthen
may declare and pay its regular quarterly dividend on the Worthen Common
in an amount not to exceed $0.15 per share at approximately the same
time during each quarter which it has historically declared and paid
such dividend except that Boatmen's and Worthen have agreed to
coordinate the record and payment dates for the quarter in which the
Effective Time occurs such that the Worthen shareholders shall
receive a quarterly dividend from either Worthen or Boatmen's but not
from both with respect to such quarter.

TERMINATION OF THE MERGER AGREEMENT

The Merger Agreement may be terminated at any time prior to the
date on which the Merger is closed (the "Closing Date:): (i) by
either party if the Merger is not consummated on or prior to
August 18, 1995; (ii) by mutual agreement of Boatmen's and Worthen;
(iii) by Boatmen's or Worthen in the event of an uncured breach by
the other of any of its representations and warranties or agreements
under the Merger Agreement; (iv) by either party in the event that all
the conditions to its obligations are not satisfied or waived (and not
cured within any applicable cure period); (v) by Boatmen's in the
event that Worthen or any of its subsidiaries becomes a party or
subject to any new or amended written agreement, memorandum of
understanding, cease and desist order, imposition of civil money
penalties or other regulatory enforcement action or proceeding with
any federal or state agency charged with the supervision or regulation
of banks or bank holding companies after the date of the Merger
Agreement which is material to the financial

6
<PAGE> 15

condition, results of operation or business of Worthen
and its subsidiaries taken as a whole; (vi) by Boatmen's if certain
reports of environmental inspection on the real properties of Worthen
to be obtained pursuant to the Merger Agreement should disclose any
contamination or presence of hazardous wastes the estimated clean up
or other remedial cost of which exceeds $10 million; (vii) by Worthen
in the event of a superior transaction as described herein; and
(viii) by either party if the Agreement and the Merger are not
approved by the shareholders of Worthen.

TERMINATION FEE

Occurrence of Triggering Event

The Merger Agreement provides that upon the occurrence of one or
more Triggering Events (as described herein), Worthen must pay to
Boatmen's the sum of Eighteen Million Dollars ($18,000,000).

As used in the Merger Agreement, the term "Triggering Event"
means the occurrence, prior to eighteen (18) months after the
termination of the Merger Agreement because of the failure of
Worthen's shareholders to approve it and the Merger, of any one of
the following described events: Worthen shall have authorized,
recommended, proposed or announced an intention to authorize,
recommend or propose, or entered into, an agreement with any person
(other than Boatmen's or a subsidiary of Boatmen's) to (A) effect a
merger, consolidation or similar transaction involving Worthen,
(B) sell, lease, or otherwise dispose of assets of Worthen or its
subsidiaries representing fifteen percent (15%) or more of the
consolidated assets of Worthen and its subsidiaries, or (C) issue,
sell or otherwise dispose of securities representing twenty percent
(20%) or more of the voting power of Worthen or any of its
subsidiaries. Notwithstanding the foregoing, no Triggering Event
shall occur and no termination fee shall be payable as a result of
Worthen's acquisition (by means of any merger, consolidation, share
exchange, stock issuance, purchase or any similar transaction) of any
entity having total consolidated assets equal to or less than fifty
percent (50%) of the total consolidated assets of Worthen, provided
that Worthen is the surviving corporation in any such transaction.

Superior Transaction

The Merger Agreement provides that Worthen may terminate the
Merger Agreement if a qualified and financially capable person or
entity makes a bona fide proposal or offer to Worthen to effect a
merger, consolidation or similar transaction with Worthen, to acquire
from Worthen securities representing twenty percent (20%) or more of
the voting power of Worthen or to acquire subsidiaries or assets of
Worthen representing fifteen percent (15%) or more of the
consolidated assets of Worthen and its subsidiaries and, without
causing a breach of any agreement of Worthen, the Worthen Board of
Directors reasonably determines in its good faith judgment and in
exercise of its fiduciary duties, that such acquisition proposal is
more favorable to the Worthen shareholders than the Merger Agreement
from a financial point of view and that failure to terminate the
Merger Agreement and accept such alternative acquisition proposal
would constitute a breach of fiduciary duties. If Worthen terminates
the Merger Agreement based on such a superior transaction, Worthen
must pay to Boatmen's within two (2) business days of such termination
the sum of Eighteen Million Dollars ($18,000,000) as an alternative
to, not in addition to, the termination fee resulting from the
occurrence of a Triggering Event as described herein.

7
<PAGE> 16

ACCOUNTING TREATMENT

The Merger is expected to qualify as a "pooling of interests"
for accounting and financial reporting purposes. The receipt of an
opinion from the independent accountants of Boatmen's, confirming
that the Merger will qualify for "pooling of interests" accounting,
is a condition to Boatmen's and Worthen's obligations to consummate
the Merger. If such condition is not met, the Merger would not be
consummated unless the condition were waived by Boatmen's and Worthen
(which Boatmen's has indicated it would not intend to do) and the
approval of Worthen shareholders entitled to vote on the Merger were
resolicited if such change in accounting treatment were deemed
material to the financial condition and results of operations of
Boatmen's on a pro forma basis assuming the completion of the Merger.
As of the date of this Proxy Statement/Prospectus, Boatmen's and
Worthen are not aware, after consultation with Ernst & Young LLP, of
any existing facts or circumstances which would preclude such a
pooling opinion from being issued by Ernst & Young LLP.

EFFECTIVE TIME OF THE MERGER

The Merger Agreement provides that the Merger will become
effective upon the filing of Articles of Merger with the Secretary
of State of the State of Arkansas. Assuming that the Merger is
approved by the requisite vote of the shareholders of Worthen and the
other conditions to the Merger are satisfied or waived (where
permissible), it is presently anticipated that the Merger will be
consummated during the first quarter of 1995, but no assurance can
be given that such timetable will be met.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

Certain members of Worthen's management and Worthen's Board of
Directors have interests in the Merger that are in addition to and
separate from the interests of shareholders of Worthen generally.
These include, among others, provisions in the Merger Agreement
relating to director and officer indemnification, employee benefits
after the Merger and the conversion of employee stock options.

FEDERAL INCOME TAX CONSEQUENCES

The Merger is intended to be a tax-free reorganization so that
no gain or loss would be recognized by Boatmen's or Worthen, and no
gain or loss would be recognized by Worthen shareholders, except with
respect to cash received for any fractional shares and except for any
cash payments which might be received by Worthen shareholders
properly exercising statutory dissenters' rights. Consummation of
the Merger is conditioned upon there being delivered an opinion of
counsel for Boatmen's to the effect that: (i) the Merger will
constitute a reorganization within the meaning of Section 368(a) of
the Internal Revenue Code of 1986, as amended (the "Code"); (ii) no
gain or loss will be recognized by the holders of shares of Worthen
Common upon receipt of the Merger Consideration (except cash received
in lieu of fractional shares); (iii) the basis of shares of Boatmen's
Common received by the shareholders of Worthen will be the same as the
basis of shares of Worthen Common exchanged therefor; and (iv) the
holding period of the shares of Boatmen's Common received by such
shareholders will include the holding period of the shares of Worthen
Common exchanged therefor, provided such shares were held as capital
assets as of the Effective Time.

8
<PAGE> 17

IT IS RECOMMENDED THAT SHAREHOLDERS CONSULT THEIR OWN TAX
ADVISORS REGARDING THE FEDERAL, STATE AND FOREIGN INCOME TAX
CONSEQUENCES TO THEM OF THE MERGER AND ANY OTHER TAX CONSIDERATIONS
WHICH MAY BE APPLICABLE TO THEM.

DISSENTERS' RIGHTS

The rights of shareholders of Worthen with respect to the
Merger, including specifically any shareholders of Worthen who
dissent from the Merger Agreement, are governed by the Arkansas
Corporate Law, which provides that a shareholder will be entitled to
receive the fair value of his or her shares of Worthen Common held
immediately before the Merger is consummated if such shareholder:
(i) delivers to Worthen, prior to the Special Meeting, a written
notice of intent to demand payment for his or her shares if the
Merger is consummated; (ii) does not vote his or her shares in favor
of approving the Merger Agreement; (iii) after receipt of a
dissenter's notice from Worthen, makes written demand on Worthen for
payment of the fair value of his or her shares within a date to be
determined by Worthen, which date must be between 30 and 60 days
after Worthen mails or delivers the dissenter's notice; and
(iv) deposits his or her certificates in accordance with the terms
of the written dissenters' notice. See "THE MERGER -- Dissenter's
Rights" and Appendix C attached hereto.

MANAGEMENT AND OPERATIONS AFTER THE MERGER

It is presently anticipated that, after the Effective Time of
the Merger, the Board of Directors of Worthen will be comprised of
some of the present directors of Worthen and representatives of
Boatmen's. Mr. Curtis F. Bradbury, Jr., Chairman and Chief Executive
Officer of Worthen, has announced that he will resign upon completion
of the Merger. It is not anticipated that the management of Boatmen's
will be affected as a result of the Merger.

COMPARISON OF SHAREHOLDER RIGHTS

The rights of the shareholders of Worthen Common and Boatmen's
Common differ in certain respects. The rights of the shareholders
of Worthen who receive shares of Boatmen's Common in the Merger will
be governed by the corporate law of Missouri, the state in which
Boatmen's is incorporated, and by Boatmen's Restated Articles of
Incorporation, Bylaws and other corporate documents. The governing
law and documents of Boatmen's differ from those which apply to
Worthen, which is an Arkansas corporation, in several respects,
including relative rights in connection with certain redeemable
preferred stock of Boatmen's presently issued and outstanding; the
shareholder votes required for certain business combinations; removal
of directors and amendments to the Articles of Incorporation; certain
rights pursuant to Boatmen's Rights Agreement; the circumstances
under which a shareholder may dissent from corporate action and
receive fair value for his or her shares; and rights of Boatmen's
and its shareholders pursuant to certain corporate takeover statutes.

9
<PAGE> 18

COMPARATIVE STOCK PRICES

Shares of Boatmen's Common are traded in the over-the-counter
market and are listed on Nasdaq under the symbol BOAT. Shares of
Worthen Common are traded on the American Stock Exchange ("AMEX")
under the symbol WOR. The following table sets forth the high and
low last sale prices of Boatmen's Common and Worthen Common for the
periods indicated, as reported on Nasdaq and AMEX, respectively.
The Boatmen's per share prices have been restated as applicable to
reflect Boatmen's 2-for-1 stock split effective on October 1, 1993
(the "1993 Stock Split").

<TABLE>
<CAPTION>
Boatmen's Worthen
Common Stock Common Stock
-------------- -------------
High Low High Low
---- --- ---- ---

<S> <C> <C> <C> <C>
1992 First Quarter . .$24.19 $21.19 $22.13 $17.63
Second Quarter. . 25.63 21.44 21.50 19.50
Third Quarter . . 26.63 25.00 22.50 20.50
Fourth Quarter. . 28.25 24.75 27.75 20.25

1993 First Quarter . . 30.50 26.88 27.63 24.00
Second Quarter. . 32.50 27.25 27.50 21.88
Third Quarter . . 32.38 29.19 26.63 22.75
Fourth Quarter. . 33.50 27.50 25.75 20.50

1994 First Quarter . . 30.50 26.75 23.25 20.75
Second Quarter. . 35.00 28.88 29.50 21.00
Third Quarter . . 34.69 30.25 32.00 28.50
Fourth Quarter. .
(through-------) ----- ----- ----- -----
</TABLE>

On August 17, 1994, the last trading day before the announcement
of the Merger Agreement, the closing sale prices of Boatmen's
Common and Worthen Common as reported on Nasdaq and AMEX,
respectively, were $34.38 per share and $31.00 per share,
respectively. The equivalent per share price, which is calculated
on the basis of the Merger Consideration, was $34.38 on such date.

On ---------------, 1994, the closing sale prices of Boatmen's
Common and Worthen Common as reported on Nasdaq and AMEX,
respectively, were $------ per share and $------- per share,
respectively, and $------ per share on an equivalent per share
basis, and there were approximately ------- and approximately
- -------- holders of record of Boatmen's Common and Worthen Common,
respectively.

10
<PAGE> 19

SELECTED COMPARATIVE PER SHARE DATA<F1>
(unaudited)

The following summary presents comparative historical, pro forma
and pro forma equivalent unaudited per share data for both
Boatmen's and Worthen. The pro forma amounts assume the Merger had
been effective during the periods presented and has been accounted
for under the pooling of interests method. For a description of
pooling of interests accounting with respect to the Merger, see
"THE MERGER--Accounting Treatment." Boatmen's pro forma amounts
represent the pro forma results of the combined companies, and
Worthen's equivalent pro forma amounts are computed by multiplying
the pro forma amounts by a factor of 1.0, to reflect the Merger
Consideration (which equals 1.0 share of Boatmen's Common for each
share of Worthen Common. The data presented should be read in
conjunction with the historical financial statements and the
related notes thereto incorporated by reference herein, and the pro
forma financial statements included elsewhere in this Proxy
Statement/Prospectus.

<TABLE>
<CAPTION>
Six Months Ended June 30, Year Ended December 31,
------------------------- -----------------------
1994 1993 1993 1992 1991
---- ---- ---- ---- ----

NET INCOME PER COMMON SHARE:
<S> <C> <C> <C> <C> <C>
Historical
Boatmen's . . . . . . . $ 1.66 $ 1.54 $ 3.07 $ 2.29 $ 1.77
Worthen . . . . . . . . 1.40 0.82 1.87 2.05 1.86
Pro forma combined per
Boatmen's share. . . . 1.62 1.45 2.91 2.25 1.78
Equivalent pro forma
per Worthen share . . 1.62 1.45 2.91 2.25 1.78

DIVIDENDS PER COMMON SHARE:

Historical
Boatmen's. . . . . . . $ 0.62 $ 0.56 $ 1.15 $ 1.09 $ 1.07
Worthen. . . . . . . . 0.30 0.10 0.20 0.15 0.13
Pro forma combined per
Boatmen's share <F2> . 0.62 0.56 1.15 1.09 1.07
Equivalent pro forma
per Worthen share . . 0.62 0.56 1.15 1.09 1.07

BOOK VALUE PER COMMON SHARE
(PERIOD END):

Historical
Boatmen's. . . . . . . $ 20.75 $ 19.18 $20.49 $18.20 $16.94
Worthen. . . . . . . . 17.22 15.19 16.27 14.42 12.32
Pro forma combined per
Boatmen's share. . . . 20.21 18.63 19.90 17.67 16.32
Equivalent pro forma
per Worthen share . . 20.21 18.63 19.90 17.67 16.32

<FN>
- --------------------------------
<F1> Reflects restatement of Boatmen's share amounts to give effect
to the 1993 Stock Split.

<F2> Boatmen's pro forma dividends per share represent historical
dividends per share paid by Boatmen's.
</TABLE>

11
<PAGE> 20

SELECTED FINANCIAL DATA
The following tables present selected consolidated historical
financial data for Boatmen's and Worthen and unaudited pro forma
combined amounts reflecting the Merger. The pro forma amounts
assume the Merger had been effective during the periods presented.
The data presented are derived from the consolidated financial
statements of Boatmen's and Worthen and should be read in
conjunction with the more detailed information and financial
statements incorporated by reference in this Proxy Statement/
Prospectus. The data should also be read in conjunction with the
unaudited pro forma financial statements included elsewhere in this
Proxy Statement/Prospectus.

<TABLE>
<CAPTION>
BOATMEN'S BANCSHARES, INC.<F1>
SELECTED FINANCIAL DATA
(UNAUDITED)

Six Months Ended June 30, Year Ended December 31,
------------------------- --------------------------------------------
1994 1993 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ---- ----
(income statement amounts in thousands except per share
data and balance sheet amounts in millions)

<S> <C> <C> <C> <C> <C> <C> <C>
Summarized Income Statement:
- ---------------------------
Net Interest Income . . . . . . . . . . $505,137 $479,591 $981,580 $877,716 $742,532 $655,801 $629,603
Provision for Loan Losses . . . . . . . 13,006 35,291 60,184 136,626 114,658 119,448 93,248
Noninterest Income. . . . . . . . . . . 259,857 234,596 493,251 452,082 355,704 297,002 276,899
Noninterest Expense . . . . . . . . . . 487,117 448,318 950,421 871,928 752,367 651,962 605,426
Income Tax Expense. . . . . . . . . . . 91,245 71,609 146,807 92,518 60,013 36,363 43,695
Net Income. . . . . . . . . . . . . . . 173,626 158,969 317,419 228,726 171,198 145,030 164,133
Per Common Share Data<F2>:
- -------------------------
Net Income. . . . . . . . . . . . . . . $1.66 $1.54 $3.07 $2.29 $1.77 $1.58 $1.81
Cash Dividends Paid . . . . . . . . . . 0.62 0.56 1.15 1.09 1.07 1.06 1.02
Stockholders' Equity (period end) . . . 20.75 19.18 20.49 18.20 16.94 15.84 15.42
Financial Position at Period End:
- --------------------------------
Loans, Net of Unearned Income . . . . . $15,701 $14,215 $14,826 $13,111 $12,316 $11,924 $11,593
Total Assets. . . . . . . . . . . . . . 27,583 25,502 26,654 24,281 23,003 22,795 19,541
Deposits. . . . . . . . . . . . . . . . 20,243 20,487 20,909 19,685 18,060 18,119 14,964
Long-Term Debt. . . . . . . . . . . . . 514 471 486 393 316 285 295
Stockholders' Equity. . . . . . . . . . 2,173 1,989 2,133 1,861 1,680 1,463 1,396
Selected Financial Ratios:
- -------------------------
Return on Average Assets. . . . . . . . 1.29% 1.31% 1.27% 0.99% 0.79% 0.73% 0.86%
Return on Average Common
Equity<F3>. . . . . . . . . . . . . . 16.11 16.50 15.99 12.95 10.78 10.13 12.06
Net Interest Margin . . . . . . . . . . 4.33 4.58 4.56 4.40 4.05 3.96 4.03
Nonperforming Assets as % of
Total Loans and Foreclosed
Property<F4>. . . . . . . . . . . . . 1.58 2.28 1.90 2.92 3.92 3.93 3.38
Nonperforming Loans as % of Total
Loans . . . . . . . . . . . . . . . . 0.91 1.33 1.17 1.96 2.54 3.18 2.67
Loan Reserve as % of Net Loans. . . . . 2.19 2.32 2.30 2.30 2.05 1.92 1.71
Net Charge-Offs as % of Average
Loans . . . . . . . . . . . . . . . . 0.15 0.21 0.24 0.80 0.84 0.76 1.00
Equity to Assets. . . . . . . . . . . . 7.88 7.80 8.00 7.67 7.30 6.42 7.14
Tangible Equity to Assets<F5> . . . . . 7.00 6.78 7.04 6.88 6.56 5.73 6.46
Tier 1 Risk-Based Capital<F6> . . . . . 10.53 10.47 10.67 10.39 10.10 --- ---
Total Risk-Based Capital<F6>. . . . . . 14.07 14.38 14.42 13.75 13.17 --- ---

<FN>
- ---------------------------
<F1> The information set forth in this table does not give effect
to the pending acquisitions of other financial institutions.
See "THE PARTIES -- Boatmen's Bancshares, Inc. -- Pending
Acquisitions."
<F2> Reflects restatement of share amounts for the 1993 Stock
Split.
<F3> Based on net income available to common shareholders.
<F4> Nonperforming assets include nonaccrual loans, restructured
loans, loans past due 90 days or more and foreclosed property.
<F5> Tangible equity to assets is defined as total equity less all
intangibles as a percentage of total tangible assets.
<F6> Calculated using final 1992 risk based guidelines.
</TABLE>

12
<PAGE> 21

<TABLE>
<CAPTION>
WORTHEN BANKING CORPORATION
SELECTED FINANCIAL DATA
(UNAUDITED)

<S> <C> <C> <C> <C> <C> <C> <C>
Summarized Income Statement:
- ---------------------------
Net Interest Income. . . . . . . . . . $70,405 $64,869 $132,818 $130,188 $108,963 $98,594 $93,075
Provision for Loan Losses. . . . . . . 753 3,239 4,628 2,849 3,359 6,214 10,547
Noninterest Income . . . . . . . . . . 35,294 37,463 66,591 57,458 53,350 44,285 40,520
Noninterest Expense. . . . . . . . . . 67,278 78,099 147,199 144,150 126,306 111,512 108,304
Income Tax Expense . . . . . . . . . . 13,839 7,303 16,200 6,710 3,912 2,445 1,216
Net Income From Continuing
Operations<F1>. . . . . . . . . . . . 23,829 13,691 31,382 33,937 28,736 22,708 13,528
Per Common Share Data:
- ---------------------
Net Income From Continuing Operations. $1.40 $0.82 $1.87 $2.05 $1.86 $1.47 $0.87
Cash Dividends Paid<F1>. . . . . . . . 0.30 0.10 0.20 0.15 0.13 0.10 0.10
Stockholders' Equity (period end): . . 17.22 15.19 16.27 14.42 12.32 10.59 9.27
Financial Position at Period End:
- --------------------------------
Loans, Net of Unearned Income. . . . . $1,782 $1,527 $1,647 $1,561 $1,427 $1,668 $1,390
Total Assets . . . . . . . . . . . . . 3,527 3,474 3,579 3,470 3,141 2,854 2,421
Deposits . . . . . . . . . . . . . . . 2,968 2,951 3,043 3,038 2,766 2,489 2,114
Long-Term Debt . . . . . . . . . . . . 43 48 44 35 26 29 37
Stockholders' Equity . . . . . . . . . 293 254 277 241 191 164 143
Selected Financial Ratios:
- -------------------------
Return on Average Assets<F1> . . . . . 1.36% 0.85% 0.92% 0.99% 0.96% 0.90% 0.59%
Return on Average Equity<F1> . . . . . 16.86 11.76 12.47 15.22 16.22 14.79 10.41
Net Interest Margin. . . . . . . . . . 4.52 4.24 4.24 4.19 4.00 4.33 4.51
Nonperforming Assets as % of
Total Loans and Foreclosed
Property<F2> . . . . . . . . . . . . 1.02 1.61 1.40 1.92 2.29 2.57 3.84
Nonperforming Loans as % of
Total Loans. . . . . . . . . . . . . 0.89 1.19 1.09 1.34 1.68 1.87 2.91
Loan Reserve as % of Net Loans . . . . 1.88 2.21 2.02 1.93 2.16 1.87 2.35
Net Charge-Offs as % of Average
Loans. . . . . . . . . . . . . . . . 0.06 (0.04) 0.15 0.34 0.30 0.53 0.80
Equity to Assets . . . . . . . . . . . 8.32 7.32 7.73 6.94 6.07 5.74 5.93
Tangible Equity to Assets<F3>. . . . . 7.59 6.75 7.01 6.30 5.55 5.34 5.50
Tier 1 Risk-Based Capital<F4>. . . . . 13.41 12.51 12.86 11.85 10.18 -- --
Total Risk-Based Capital<F4> . . . . . 14.66 13.99 14.11 13.61 12.05 -- --

<FN>
- ---------------------------
<F1> Excludes gain from discontinued operations totalling $13.3
million in 1989.
<F2> Nonperforming assets include nonaccrual loans, restructured
loans, loans past due 90 days or more and foreclosed property.
<F3> Tangible equity to assets is defined as total equity less all
intangibles as a percentage of total tangible assets.
<F4> Calculated using final 1992 risk based guidelines.

</TABLE

13
<PAGE> 22

</TABLE>
<TABLE>
<CAPTION>

BOATMEN'S BANCSHARES, INC.
AND
WORTHEN BANKING CORPORATION

PRO FORMA COMBINED SELECTED FINANCIAL DATA
(Unaudited)

Six Months Ended June 30, Year Ended December 31,
------------------------- ----------------------------------------------
1994 1993 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ---- ----
(income statement amounts in thousands except per share
data and balance sheet amounts in millions)

<S> <C> <C> <C> <C> <C> <C> <C>
Summarized Income Statement:
- ---------------------------
Net Interest Income . . . . . . . $575,542 $544,460 $1,114,398 $1,007,904 $851,495 $754,395 $722,678
Provision for Loan Losses . . . . 13,759 38,530 64,812 139,475 118,017 125,662 103,795
Noninterest Income. . . . . . . . 295,151 272,059 559,842 509,540 409,054 341,287 317,419
Noninterest Expense . . . . . . . 554,395 526,417 1,097,620 1,016,078 878,673 763,474 713,730
Income Tax Expense. . . . . . . . 105,084 78,044 162,139 99,228 63,925 38,808 44,911
Net Income <F1) . . . . . . . . . 197,455 173,528 349,669 262,663 199,934 167,738 177,661
Per Common Share Data <F1><F2>:
- ------------------------------
Net Income. . . . . . . . . . . . $1.62 $1.45 $2.91 $2.25 $1.78 $1.56 $1.67
Cash Dividends Paid . . . . . . . 0.62 0.56 1.15 1.09 1.07 1.06 1.02
Stockholders' Equity (period end) 20.21 18.63 19.90 17.67 16.32 15.09 14.52
Financial Position at Period End:
- --------------------------------
Loans, Net of Unearned Income $17,483 $15,742 $16,473 $14,672 $13,743 $13,592 $12,983
Total Assets. . . . . . . . . . . 31,110 28,976 30,233 27,751 26,144 25,649 21,962
Deposits. . . . . . . . . . . . . 23,211 23,438 23,952 22,723 20,826 20,608 17,078
Long-Term Debt. . . . . . . . . . 557 519 530 428 342 314 332
Stockholders' Equity. . . . . . . 2,466 2,243 2,410 2,102 1,871 1,627 1,539
Selected Financial Ratios:
- -------------------------
Return on Average Assets. . . . . 1.29% 1.25% 1.23% 0.99% 0.81% 0.75% 0.83%
Return on Average Common
Equity <F3> . . . . . . . . . . 16.18 15.94 15.58 13.20 11.32 10.58 11.91
Net Interest Margin . . . . . . . 4.35 4.53 4.52 4.37 4.04 4.01 4.08
Nonperforming Assets as % of
Total Loans and Foreclosed
Property <F4> . . . . . . . . . 1.52 2.22 1.85 2.81 3.75 3.76 3.43
Nonperforming Loans as % of Total
Loans . . . . . . . . . . . . . 0.91 1.32 1.17 1.90 2.46 3.02 2.69
Loan Reserve as % of Net Loans 2.16 2.31 2.27 2.26 2.06 1.91 1.78
Net Charge-Offs as % of Average
Loans . . . . . . . . . . . . . 0.14 0.19 0.23 0.75 0.78 0.73 0.97
Equity to Assets. . . . . . . . . 7.93 7.74 7.97 7.57 7.16 6.34 7.01
Tangible Equity to Assets <F5>. . 7.07 6.78 7.04 6.80 6.44 5.68 6.35
Tier 1 Risk-Based Capital <F6>. . 10.83 10.68 10.90 10.55 10.11 -- --
Total Risk-Based Capital <F6> . . 14.15 14.34 14.39 13.74 13.05 -- --

<FN>
- --------------------------
<F1> Net income includes $868 thousand for the six months
ended June 30, 1993 and year ended December 31, 1993,
for the cumulative effect of FAS No. 109 adoption by
Worthen and excludes a gain from discontinued operations
at Worthen in 1989 totalling $13.3 million.
<F2> Reflects restatement of share amounts for the 1993 Stock
Split.
<F3> Based on net income available to common shareholders.
<F4> Nonperforming assets include nonaccrual loans, restructured
loans, loans past due 90 days or more and foreclosed property.
<F5> Tangible equity to assets is defined as total equity less all
intangibles as a percentage of total tangible assets.
<F6> Calculated using final 1992 risk based guidelines.
</TABLE>

14
<PAGE> 23
THE SPECIAL MEETING

DATE, TIME AND PLACE

This Proxy Statement/Prospectus is being furnished to
shareholders of Worthen in connection with the solicitation of
proxies by the Board of Directors of Worthen for use at the Special
Meeting of Shareholders of Worthen to be held at
- -------------------------, Little Rock, Arkansas, on
- -----------------, at ---- --.m., local time, and at any adjournment
or postponement thereof.

MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING

At the Special Meeting, the shareholders of Worthen will be
asked to approve the Merger Agreement providing for the Merger of
AcquisitionCo with and into Worthen.

The date on which this Proxy Statement/Prospectus is first being
sent to shareholders of Worthen is ---------------, 1994.

RECORD DATE; VOTE REQUIRED

The Board of Directors of Worthen has fixed the close of
business on ---------------, 199-- as the record date for the
determination of shareholders of Worthen Common to receive notice of
and to vote at the Special Meeting. On the record date there were
- ------------ shares of Worthen Common outstanding. Only holders of
shares of Worthen Common of record on the record date are entitled
to vote at the Special Meeting. No shares of Worthen Common can be
voted at the Special Meeting unless the record holder is present in
person or represented by proxy at the Special Meeting. The
affirmative vote of the holders of a majority of the outstanding
shares of Worthen Common entitled to vote thereon is required to
approve the Merger Agreement. Each holder of Worthen Common is
entitled to one vote per share of Worthen Common. As of the record
date, the directors and executive officers of Worthen and their
affiliates have the power to vote a total of -------- shares of
Worthen Common, or --------% of the shares outstanding, which are
expected to be voted in favor of the Merger Agreement.

VOTING AND REVOCATION OF PROXIES

Proxies for use at the Special Meeting accompany this Proxy
Statement/Prospectus. A shareholder may use his or her proxy if he
or she is unable to attend the Special Meeting in person or wishes
to have his or her shares voted by proxy even if he or she does
attend the Special Meeting. Shares of Worthen Common represented by
a proxy properly signed and returned to Worthen at, or prior to, the
Special Meeting, unless subsequently revoked, will be voted at the
Special Meeting in accordance with instructions thereon. If a proxy
is properly signed and returned and the manner of voting is not
indicated on the proxy, any shares of Worthen Common represented by
such proxy will be voted FOR the Merger Agreement. Any proxy given
pursuant to this solicitation may be revoked by the grantor at any
time prior to the voting thereof on the Merger Agreement, by filing
with the Secretary of Worthen a written revocation or a duly executed
proxy bearing a later date. A holder of Worthen Common may withdraw
his or her proxy at the Special Meeting at any time before it is
exercised by electing to vote in person; however, attendance at the
Special Meeting will not in and of itself constitute a revocation of
the proxy.

15
<PAGE> 24

SOLICITATION OF PROXIES

In addition to solicitation of proxies from shareholders of
Worthen Common by use of the mail, proxies also may be solicited by
personal interview, telephone or other electronic means by directors,
officers and employees of Worthen, who will not be specifically
compensated for such services, and it is expected that banks,
brokerage houses and other institutions, nominees or fiduciaries will
be requested to forward the soliciting materials to their principals
and obtain authorization for the execution of proxies. All costs of
soliciting proxies, assembling and mailing the Proxy Statement/
Prospectus and all papers which now accompany or hereafter may
supplement the same, as well as reasonable out-of-pocket expenses
incurred by the above-mentioned banks, brokerage houses and other
institutions, nominees or fiduciaries for forwarding proxy materials
to and obtaining proxies from their principals will be borne by
Worthen. Worthen reserves the right to engage an outside party to
solicit proxies and to pay special compensation for that purpose.

Boatmen's and Worthen have agreed to share in the expense of
preparation of this Proxy Statement/Prospectus, and Boatmen's will
bear the entire cost of printing this Proxy Statement/Prospectus and
all S.E.C. and other regulatory filing fees incurred in connection
therewith.

THE PARTIES

BOATMEN'S

GENERAL

Boatmen's is a multi-bank holding company headquartered in
St. Louis, Missouri. Its largest subsidiary, The Boatmen's National
Bank of St. Louis, was founded in 1847 and is the oldest bank west
of the Mississippi River. Boatmen's owns substantially all of the
capital stock of 45 subsidiary banks, including a federal savings
bank, which operate from over 400 banking locations in Missouri,
Arkansas, Illinois, Iowa, Kansas, New Mexico, Oklahoma, Tennessee and
Texas. Boatmen's other principal businesses include a trust company,
a mortgage banking company, a credit life insurance company, a credit
card bank and an insurance agency. At June 30, 1994, Boatmen's had
consolidated assets of $27.6 billion and total shareholders' equity
of $2.2 billion, making it one of the 30 largest bank holding
companies in the United States.

Boatmen's is among the sixteen largest providers of personal
trust services in the nation, providing personal trust services
primarily within its banks' market areas and institutional and
pension-related trust services on a national scale. Operating
principally through Boatmen's Trust Company, its subsidiaries and
trust departments of selected banks, the combined trust operations
had assets under management totaling approximately $34.2 billion at
June 30, 1994. The trust operations, with revenues in 1993 of
$152.2 million, provide Boatmen's with a significant source of
noninterest income.

PENDING ACQUISITIONS

Dalhart Bancshares, Inc. On May 19, 1994, Boatmen's entered into
------------------------
and Agreement and Plan of Merger to acquire, for shares of Boatmen's
Common, all of the issued and outstanding shares of Dalhart
Bancshares, Inc., a bank holding company headquartered in Dalhart,
Texas ("Dalhart"), and all of the issued and outstanding shares of
Dalhart's 93.17%-owned subsidiary, Citizens State Bank of Dalhart
("Citizens"), a Texas state-chartered

16
<PAGE> 25
bank also headquartered in Dalhart, Texas. At June 30, 1994, Dalhart
had consolidated assets of approximately $132 million and
shareholders' equity of $13 million. Upon consummation of the
acquisition, Boatmen's intends to merge Citizens with Boatmen's First
National Bank of Amarillo, a national banking association and indirect
wholly-owned subsidiary of Boatmen's headquartered in Amarillo, Texas.
The total number of shares of Boatmen's Common to be issued in the
Dalhart transaction will not exceed 764,000, which represents less
than one percent (1%) of the total number of shares of Boatmen's
Common outstanding as of the date hereof. The Dalhart acquisition,
which is subject to, among other things, approval of the shareholders
of Dalhart, is expected to be completed in the fourth quarter of 1994.
There can be no assurance that the transaction will be consummated.
The Merger is not conditioned upon consummation of the Dalhart
acquisition.

National Mortgage Company. On July 7, 1994, Boatmen's entered into
--------------------------
an Agreement to acquire National Mortgage Company, headquartered in
Memphis, Tennessee. National Mortgage Company is a privately-owned,
full service mortgage banking company which originates home loans
through 10 company-operated offices as well as through a network of
over 300 correspondent locations in Southern and Midwestern parts of
the United States. National Mortgage Company's 1993 originations
totalled $1.7 billion and its loan servicing portfolio was
approximately $13.1 billion at May 1, 1994. Under the terms of the
Agreement, Boatmen's would exchange approximately five million shares
of Boatmen's Common for all of the stock of National Mortgage
Company's parent corporations and certain affiliated entities. The
shares of Boatmen's Common which would be issued in connection with
the acquisition of National Mortgage Company would constitute less
than five percent (5%) of the outstanding shares of Boatmen's Common.
When combined with Boatmen's existing servicing portfolio, Boatmen's
will rank among the 30 largest mortgage banking operations in the
country. The acquisition, which is subject to, among other things,
approval of the shareholders of National Mortgage Company's parent
corporations and regulatory authorities, is expected to be completed
in late 1994 or early 1995.There can be no assurance that the
transaction will be consummated. Consummation of the Merger is not
conditioned upon consummation of the National Mortgage Company
acquisition.

Salem Community Bancorp, Inc. On September 23, 1994, Boatmen's
-----------------------------
announced the execution of an Agreement and Plan of Merger, dated
September 1, 1994, to acquire Salem Community Bancorporation, Inc.
("Salem") and its banking subsidiary, Community State Bank, Salem,
Illinois. Salem would be merged with and into a newly-formed
acquisition subsidiary of Boatmen's and, in connection therewith,
Community State Bank would be merged with and into Boatmen's National
Bank of South Central Illinois. At June 30, 1994, Salem had
consolidated assets of approximately $78.4 million and shareholders'
equity of approximately $4.3 million. Under the terms of the
Agreement, Boatmen's would exchange approximately 290,000 shares of
Boatmen's Common for all of the stock of Salem, which represents less
than one percent (1%) of the total number of shares of Boatmen's
Common outstanding as of the date hereof, and pay approximately $700
thousand in cash for certain minority ownership interests in Community
State Bank. The Salem acquisition, which is subject to, among other
things, regulatory approval and approval by Salem's shareholders, is
expected to be completed in the first quarter of 1995. There can be
no assurance that the transaction will be consummated. The Merger is
not conditioned upon consummation of the Salem acquisition.

17
<PAGE> 26

ACQUISITIONCO

AcquisitionCo was organized as a wholly-owned subsidiary of
Boatmen's solely for the purpose of effectuating the Merger and has
not engaged in any significant business activity.

WORTHEN

Worthen was incorporated in the State of Arkansas in August 1968
to buy, sell, own and operate banks and to offer a diversified range
of commercial banking, trust and other financial services to retail
and commercial customers. Worthen is the second largest multi-bank
holding company in Arkansas with corporate headquarters located in
the Worthen Bank Building in Little Rock, Arkansas. Operations of
Worthen are conducted through bank and nonbank subsidiaries and
affiliates. The existing and future activities of Worthen are limited
by the Bank Holding Company Act of 1956, as amended, which generally
prohibits a bank holding company from acquiring or engaging in any
businesses other than banking, managing or controlling banks, and
furnishing or performing certain bank related services and activities.
Worthen is primarily engaged in buying, selling, owning, managing and
operating commercial banks and other financial services companies and
its subsidiaries are primarily engaged in the commercial banking,
trust and securities brokerage businesses.

Worthen commenced active operations in March, 1969 with the
acquisition of a controlling interest in Worthen National Bank of
Arkansas, Little Rock, Arkansas ("WNBA") and became a multi-bank
holding company upon the acquisition of a controlling interest in
Worthen National Bank of Hot Springs, Arkansas ("WNB-Hot Springs")
in October, 1970. In 1971, the Arkansas legislature enacted a law
prohibiting the acquisition of additional banks, which law remained
in effect until the passage of Act 128 of 1983, the Arkansas Bank
Holding Company Act of 1983. Act 128, which permits the acquisition
of additional banks in accordance with certain guidelines, became
effective September 30, 1983. During fiscal year 1993, Worthen owned
eleven banks, which were located in Arkansas and the Austin, Texas
area. All of these are national banks, chartered pursuant to the
laws of the United States. Since its organization and commencement
of operations, Worthen's revenues and net income or net losses have
resulted principally from its banking subsidiaries. In addition to
commercial banking, Worthen also provides, through its subsidiaries
and affiliates, mortgage banking, appraisal services, trust services,
credit life and disability insurance, investment advisory services,
full service and discount brokerage services, data processing and
other related financial services.

Each subsidiary of Worthen operates with a high degree of
autonomy. Worthen, as the corporate parent, provides various
technical and advisory services and establishes general policy for
the management and coordination of the resources of its subsidiaries
to more effectively service the credit and financial services needs
of the subsidiaries' customers and their communities. Worthen
coordinates the activities of its subsidiaries in certain areas,
including, without limitation, credit policy, accounting, internal
auditing, regulatory compliance, loan review, investment
coordination, asset/liability management, public relations, and
business development. However, the subsidiaries operate under the
direct supervision and day-to-day management of their own directors
and officers who formulate their own policies subject to Worthen's
general policy guidelines and regulatory compliance.

Worthen's principal source of income is its eleven subsidiary
commercial banks and certain of its nonbank subsidiaries. The main
offices of these subsidiaries are located in Batesville, Camden,
Conway, Fayetteville, Harrison, Hot Springs, Little Rock, Newark,
Pine Bluff and Russellville, Arkansas and Austin, Texas. All offer
a broad range of commercial banking services to the markets and
communities which they serve, as well as providing other related
financial services in a majority of locations.

18
<PAGE> 27

Worthen's nonbank subsidiaries include: (1) a full service and
discount brokerage company, which is a registered broker-dealer and
investment adviser, whose business is conducted at a majority of
Worthen's banking subsidiaries: (2) a mortgage banking company whose
business is originating and servicing mortgage loans; (3) a credit
life insurance company which insures or reinsures credit life and
accident and health insurance; (4) a data processing and operations
support company which provides data processing and transmission
services, item processing and similar functions for Worthen's banking
subsidiaries; (5) a trust company which provides trust administration
and operations; (6) an appraisal company whose business is appraising
property proposed to be offered as loan collateral; and (7) two small
and relatively inactive companies related to industrial lending and
real estate development.

THE MERGER

BACKGROUND OF THE MERGER

During the past several years substantial and rapid change has
occurred in the banking industry as smaller institutions have been
acquired by larger bank holding companies with greater access to
capital and greater capability to realize economies of scale in the
delivery of banking service.

Since 1990, Worthen has been engaged in a business strategy of
expanding through acquisitions of banks and other financial service
companies in its existing or proposed market areas and of
attempting to increase its profitability by improving its expense
controls and efficiencies of operations. During this period
Worthen received inquiries from representatives of several
financial institutions concerning a possible affiliation with or
acquisition of Worthen, including from Boatmen's. None of these
inquiries led to substantive discussions.

On May 13, 1994, the president of Worthen's largest subsidiary
bank announced his resignation from Worthen. On the same day,
Worthen received a request from a large financial institution for
Worthen to consider commencing substantive discussions regarding a
potential sale of Worthen. The resignation resulted in a
proliferation of rumors and speculation that a sale of Worthen was
imminent. Worthen responded to such rumors and speculation in a
press release issued on May 20, 1994, in which Worthen confirmed
that contacts contemplating a potential acquisition had been
received and disclosed that no agreement for the sale of Worthen
existed. Worthen has been advised that this press release was
understood by some observers as disclosing that Worthen might be
willing to consider acquisition proposals. As a result, following
the May 20, 1994 press release, numerous entities contacted Worthen
about the possibility of acquiring Worthen.

During May, 1994, Worthen established a Special Acquisition
Committee ("Committee") of its Board of Directors to advise
management regarding any acquisition discussions that might ensue.
Neither the Board of Directors nor the Committee made a
determination that Worthen should be acquired; however, the Board
of Directors authorized management and the Committee to consider
acquisition proposals that might be made to Worthen. Analysis of
such proposals, if any, would provide a context for the Board and
the Committee to consider Worthen's strategic alternatives and to
choose among the alternatives of remaining independent, pursuing a
merger with one or more financial institutions of comparable size
or being acquired by a larger company. In order to assist Worthen
in responding to this situation and in evaluating these contacts,
Worthen engaged PaineWebber in June, 1994.

On June 28, 1994, the Committee met with representatives of
PaineWebber who presented an analysis of Worthen's strategic
alternatives, including an evaluation of the potential value to
Worthen's stockholders of remaining independent, engaging in a
merger of equals or being acquired by a larger entity. The

19
<PAGE> 28

Committee advised management of Worthen to continue to consider any
proposals that may be received and to permit PaineWebber to contact
selected bank holding companies that might have both an interest in
and a capacity to acquire Worthen. As a result, PaineWebber
contacted a number of potential acquirors that it believed might
have an interest in and capacity to acquire Worthen, including
Boatmen's. As a result of these activities three potential
acquirors emerged that met the threshold criteria of Worthen's
management as to their size, financial strength, geographic
location, stock price performance, prospects, ability to effect a
business combination, interest in acquiring Worthen and other
factors.

During the period prior to August 12, 1994, Worthen held
discussions and negotiations from time to time with each of these
three potential acquirors and gave each of them an opportunity to
review certain confidential financial and business information
regarding Worthen. On July 20, 1994, the Committee met with its
financial and legal advisors to consider preliminary proposals that
had been submitted by all three potential acquirors. PaineWebber
presented to the Committee an analysis of the terms of the three
proposals, which analysis included a comparison of the terms of
each proposal with other recent comparable transactions in terms of
the multiple of book value, multiple of earnings, deposit premium,
dilution of earnings of both Worthen and the acquiror under each
proposal, the financial history, prospects, performance, resources
and capability of each potential acquiror and other factors.

Following consideration of these proposals and Worthen's other
strategic alternatives, the Committee advised management to
continue with negotiations with the potential acquirors and to give
each of them an opportunity to increase their proposals. Worthen
did invite each of the potential acquirors to increase their
proposals and communicated to each of the potential acquirors that
it would have an opportunity to conduct due diligence in connection
with the negotiation of a merger agreement, if the value of the
proposed offer were sufficiently high in Worthen's judgment to
justify the due diligence effort.

During the week of August 8, 1994, management of Worthen, in
consultation with PaineWebber and the Committee, concluded that the
Boatmen's proposal was the most viable and attractive of the proposals
available to Worthen at that time and determined to focus further
efforts on the negotiations with Boatmen's. Accordingly, during the
week of August 8, 1994, Mr. Curtis F. Bradbury, Jr. (Chairman and C.E.O.
of Worthen) and Mr. James Farmer (President of Worthen) met with Mr.
Andrew B. Craig III (Chairman and C.E.O. of Boatmen's) and Mr. Gregory
L. Curl (Vice Chairman of Boatmen's) which led to a period of further
negotiations and due diligence between Worthen and Boatmen's. During
the period of August 8, 1994 through August 18, 1994, negotiations
continued between Worthen and Boatmen's, Boatmen's conducted due
diligence at Worthen, and Worthen conducted due diligence at
Boatmen's. These negotiations and due diligence resulted in the
formulation of a proposed merger agreement among Boatmen's, Worthen
and Acquisition Co.

On August 18, 1994, the Board of Directors of Worthen met with
its financial and legal advisors present for the purpose of
considering the proposed merger agreement. Mr. Bradbury presented
the background of the agreement and reported on the status of
negotiations with all three potential acquirors. PaineWebber
presented a report of its analysis of the financial terms of the
proposed agreement and a comparison of the terms of the proposed
agreement with other comparable transactions in terms of price to
book value and price to earnings ratios, deposit premium, earnings
dilution and other measures. PaineWebber also commented on the
financial strength and prospects of Boatmen's and of its stock
price performance, dividend history, likely effects of the proposed
transaction on Boatmen's stock price and other information
regarding Boatmen's. PaineWebber also reported to the Board its
opinion that the proposed transaction is fair from a financial
point of view to Worthen and all of its stockholders.
Additionally, the Board considered the terms and conditions
of the proposed merger agreement. Following discussion, the Board
concluded that the proposed merger agreement was in the best
interests of Worthen and its stockholders and that it would offer a
greater value for Worthen stockholders that the strategic
alternative of remaining independent. Accordingly, the Board of
Directors, by unanimous vote of the Directors present

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at the meeting, authorized Worthen to enter into the Merger Agreement
and to engage in the transactions contemplated thereby.

On the basis of the authorization of the Board of Directors of
Worthen, Worthen executed the Merger Agreement following
the meeting on August 18, 1994.

REASONS FOR THE MERGER; RECOMMENDATION OF WORTHEN BOARD OF DIRECTORS

The Board of Directors of Worthen believes that the acquisition
of Worthen by Boatmen's is in the best short-term and long-term
interests of Worthen. The Board of Directors of Worthen believes
that its stockholders will benefit from the Merger through their
ownership of a more liquid investment in a bank holding company with
greater diversification in banking operations and greater assets
than Worthen. As part of Boatmen's, the former Worthen banking
subsidiaries and their respective branch offices will have the
availability and support of Boatmen's greater resources and
economies of scale resulting from a larger operation. The Worthen
Board of Directors unanimously approved the Merger Agreement and
recommends that you vote in favor of the Merger.

Reasons for the Merger

In the course of reaching its conclusion to approve the Merger
Agreement and the transactions contemplated thereby, the Board of
Directors of Worthen consulted with its legal and financial
advisors as well as with Worthen's management, and considered
numerous factors. The Board of Directors of Worthen did not assign
any relative or specific weights to the factors considered. The
material factors considered by the Board included the following:

(i) The Board's familiarity with and review of Worthen's
business, current operations and financial condition,
including its capital position, asset quality and future
growth prospects were it to remain independent;

(ii) The report presented to the Board by PaineWebber as
to Worthen's strategic alternatives, including an evaluation
of the potential value to Worthen's stockholders of remaining
independent, engaging in a merger of equals or being acquired
by a larger entity;

(iii) The continuing trend toward consolidation
within the banking industry and the fact that a business
combination with a larger and more geographically diversified
bank holding company such as Boatmen's could provide Worthen
with competitive advantages such as an increased ability to
make further acquisitions, cost savings through the
integration of overlapping operations and support functions,
improved access to capital and funding, greater diversity in
product offerings and the ability to spread costs of new
products, services and research and development over a wider
customer base;

(iv) The consideration offered by Boatmen's in the Merger
Agreement to Worthen's shareholders, the prospect for a higher
current trading value for their shares, prospects for future
growth and appreciation of Boatmen's stock and the market
liquidity of Boatmen's stock;

(v) The value implied by the Merger Consideration in
relation to the then market value, book value and earnings of
Worthen and the ability of Worthen to match or exceed such value
in the foreseeable future by remaining independent;

(vi) The management, business, results of operations and
financial condition and prospects of Boatmen's;

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<PAGE> 30

(vii) The price obtainable for Worthen's shares at
this time compared with the risks involved and possible price
available at a later time;

(viii) The presentation of Mr. Bradbury as to
discussions with other parties which had been in contact with
Worthen concerning the possibility of a business combination
with Worthen, the fairness and value to Worthen's shareholders
in terms of the premium over current market prices and on a long-
term basis and the unavailability at that time of any more
attractive acquisition proposal for Worthen and its
stockholders;

(ix) The current and historical market prices of and
dividends on Worthen Common and Boatmen's Common and the fact
that Boatmen's has over the past several years paid
significantly higher dividends on the boatmen's Common than
those paid on the Worthen Common;

(x) The presentations of Worthen's financial advisor,
PaineWebber, as to selected financial and stock market data
concerning Boatmen's, Worthen and other publicly held bank
holding companies, certain financial analyses of the terms of
the Merger and a comparison to the terms of other recent
business combinations involving bank holding companies, and
the opinion rendered by PaineWebber to the effect that the
Merger Consideration is fair, from a financial point of view,
to the holders of Worthen Common as further described under
"THE MERGER--Opinion of Worthen's Financial Adviser"; and

(xi) The expectation that the Merger will be a tax-free
transaction to the Worthen shareholders, Worthen and Boatmen's and
accounted for under the "pooling of interests" method of
accounting.

FOR THE REASONS SET FORTH ABOVE, THE BOARD OF DIRECTORS OF
WORTHEN UNANIMOUSLY RECOMMENDS THE WORTHEN SHAREHOLDERS VOTE "FOR"
THE APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.

OPINION OF WORTHEN'S FINANCIAL ADVISOR

Pursuant to an engagement letter dated June 28, 1994, the Board
of Directors of Worthen retained the investment banking firm of
PaineWebber to act as financial advisor to the Board of Directors.
At the meeting of the Board of Directors of Worthen on
August 18, 1994, PaineWebber delivered its written opinion stating
that, on and as of the date of such opinion and based upon and
subject to the assumptions described in such opinion, the Merger
Consideration to be offered to holders of Worthen Common in the
Merger is fair to such shareholders from a financial point of view.
In arriving at its opinion, PaineWebber made its determination as to
the fairness of the Merger Consideration on the basis of the
financial and comparative analysis described below. PaineWebber's
opinion is directed to the Board of Directors of Worthen only and
does not constitute a recommendation to any Worthen shareholder as
to how such shareholder should vote at the Special Meeting. A copy
of the opinion of PaineWebber dated as of August 18, 1994,
is attached as Exhibit B to this Proxy Statement/Prospectus, and is
incorporated by reference herein. This opinion is substantially
identical to the opinion delivered to the Board of Directors of
Worthen on August 18, 1994. Holders of Worthen Common are urged to
read the opinion in its entirety for a complete description of the
factors considered and the assumptions made by PaineWebber in
rendering its opinion.

In arriving at its opinion, PaineWebber reviewed and analyzed:
(i) the Merger Agreement, (ii) the earnings press release for the
quarter ended June 30, 1994, Form 10-Q for the quarter ended June 30, 1994,

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<PAGE> 31

and the Form 10-K for the year ended December 31, 1993, for
each of Worthen and Boatmen's and such other publicly available
information concerning Worthen and Boatmen's which PaineWebber
believed to be relevant to its inquiry, (iii) financial and operating
information with respect to the business, operations and prospects
of Worthen and Boatmen's furnished to it by Worthen and Boatmen's,
(iv) market valuation and price performance of the Worthen Common and
the common stock of other banking companies which PaineWebber deemed
relevant, (v) a comparison of the historical financial results and
present financial condition of Worthen with other banks in Arkansas
and contiguous states and other banking companies which it deemed
relevant, (vi) market valuation and price performance of the common
stock of Boatmen's and other banking companies which it deemed
relevant, (vii) a comparison of historical financial results and
present financial condition of Boatmen's with those of other banking
companies which it deemed relevant, and (viii) a comparison of the
financial terms of the Merger with the terms of certain other recent
transactions which it deemed relevant. PaineWebber also considered
the results of its efforts to solicit proposals from third parties
with respect to a purchase of Worthen and reviewed and analyzed the
terms of such proposals. In addition, PaineWebber had discussions
with the managements of Worthen and Boatmen's concerning their
respective business, operations, assets, financial conditions and
prospects and undertook such other studies, analyses and
investigations as it deemed appropriate.

The following paragraphs summarize certain of the financial
comparative analyses performed by PaineWebber in arriving at its
opinion as to the fairness, from a financial point of view, of the
Merger Consideration. PaineWebber presented these analyses to the
Board of Directors of Worthen on August 18, 1994, and updated these
analyses in connection with the rendering of the opinion included in
this Proxy Statement/Prospectus. The following does not purport to
be a complete description of the analyses performed, or the matters
considered, by PaineWebber in arriving at its opinion.

The preparation of a fairness opinion involves various
determinations as to the most appropriate and relevant methods of
financial analysis and the application of those methods to the
particular circumstances and, therefore, such an opinion is not
readily susceptible to summary description. Furthermore, in arriving
at its fairness opinion, PaineWebber did not attribute any particular
weight to any analysis or factor considered by it, but rather made
qualitative judgments as to the significance and relevance of each
analysis and factor. Accordingly, PaineWebber believes that its
analyses must be considered as a whole and that considering any
portions of such analyses and of the factors considered, without
considering all analyses and factors, could create a misleading or
incomplete view of the process underlying its fairness opinion. In
its analyses, PaineWebber made numerous assumptions with respect to
industry performance, general business and economic conditions and
other matters, many of which are beyond Worthen's control. Any
estimates contained in these analyses are not necessarily indicative
of actual values or predictive of future results or value, which may
be significantly more or less favorable than as set forth therein and
none of PaineWebber, Worthen, or Boatmen's assumes responsibility for
their accuracy. In addition, analyses relating to the value of
businesses do not purport to be appraisals or to reflect the prices at
which businesses actually may be sold.

COMPARABLE COMPANY TRADING ANALYSIS

Using publicly available information, PaineWebber compared the
stock market valuation of Worthen with the following 25 selected
Arkansas and other contiguous state banking companies (the
"Comparable Group") deemed relevant by PaineWebber: First Financial
Bankshares, Inc., Hancock Holding Company (financial data as of
June 30, 1994), Victoria Bankshares, Inc., BancorpSouth, Inc.,
Liberty Bancorp, Inc. (financial data as of June 30, 1994), Grenada
Sunburst System Corporation, BOK Financial Corporation (financial
data as of June 30, 1994), Cullen/Frost Bankers, Inc., Whitney
Holding Corporation, Mark Twain Bancshares, Inc., Magna Group, Inc.,
National Commerce Bancorporation, Union Planters Corporation, First
Commercial Corporation, Deposit Guaranty Corp., Premier Bancorp,
Inc., Trustmark Corporation

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<PAGE> 32

(financial data as of June 30, 1994), UMB Financial Corporation, First
Commerce Corporation, Hibernia Corporation, First American Corporation
(financial data as of June 30, 1994), Commerce Bancshares, Inc., First
Tennessee National Corporation, Mercantile Bancorporation, Inc., and
Boatmen's Bancshares, Inc. Indications of such stock market valuation
included price-to-book value ratios (a median of 152% for the
Comparable Group and 178% for Worthen); price-to-tangible book value
ratios (a median of 164% for the Comparable Group and 192% for
Worthen); price-to-estimated 1994 earnings ratios (a median of 10.7x
for the Comparable Group and 12.3x for Worthen); price-to-estimated
1995 earnings ratios (a median of 9.9x for the Comparable Group and
11.1x for Worthen); and deposit premium ratios (a median of 6% for the
Comparable Group and 8.4% for Worthen). In addition, PaineWebber
reviewed the ratio of tangible-equity to assets, the ratio of
nonperforming assets plus loans 90 days past due to assets, the ratio
of reserves to nonperforming assets plus loans 90 days past due to
assets, latest 12 months' return on average assets and latest 12
months' return on average equity in its analysis.

These ratios were based on public financial statement information
as of March 31, 1994, unless noted otherwise, and 1994 and 1995
earnings per share estimates from Institutional Brokers Estimate
Systems (as of July 21, 1994) and First Call (as of August 12, 1994),
and closing stock market prices on August 12, 1994. In connection with
this analysis management of Worthen provided PaineWebber with
information with regard to its expected future earnings. Because of
the inherent differences between the operations of Worthen and the
selected companies, PaineWebber believes that a purely quantitative
comparable company analysis would not be particularly meaningful in
the context of the Merger. PaineWebber believes that an appropriate
use of comparable company analysis in this instance would involve
qualitative judgments concerning differences between the financial and
operating characteristics of Worthen and the selected companies which
would affect the public trading values of Worthen and the selected
companies. These qualitative judgments made by PaineWebber in
connection with its opinion included PaineWebber's views as to
business conditions and prospects in the various markets in which
these selected companies operate and business mix, sources of revenue,
risk profile and prospects for these selected companies.

COMPARABLE TRANSACTION ANALYSIS

Using publicly available information, PaineWebber reviewed
certain terms and financial characteristics of 18 commercial bank
merger and acquisition transactions that occurred in Arkansas and
were publicly announced in the period after January 1, 1992, which
PaineWebber deemed to be comparable to the present transaction
("Comparable Transactions Group I"). Among other financial
characteristics of these transactions, PaineWebber reviewed book value
and tangible book value multiples, core deposit premiums and
historical earnings multiples. The Comparable Transactions Group I
considered by PaineWebber in its analysis consists of the following
transactions (identified by buyer/seller): First Bank
Corporation/Vista Bancorp Inc.; Carlisle Bancshares/Firstbank of
Arkansas; First Community Banking Corporation/Caddo Holding Company;
Union Planters Corporation/ Earle Bancshares; First Commercial
Corporation/State First Financial Corporation; First United
Bancshares, Inc./Investark Bancshares; First United Bankshares,
Inc./Commercial Financial Corporation; Central Arkansas
Bancshares/GCB Bancshares; First Commercial Corporation/Clinton
Bancshares, Inc.; MNB Bancshares, Inc./First Sheridan Bancshares,
Inc.; Union Planters Corporation/Hogue Holding Company; Union
Planters Corporation/Clin-Ark Bankshares; Worthen Banking
Corporation/First Bentonville Bancshares; State First Financial
Corporation/First National Bank of Nashville; Chambers Bancshares,
Inc./ Bank of Amity; Southwest Bancshares, Inc./Caraway Bancshares;
Worthen Banking Corporation/Union of Arkansas Corporation; and
Security Bankshares, Inc./Southern Bancshares, Inc. The median values
for these transactions for the transaction value-to-latest twelve
months' earnings, transaction value-to-tangible book value and core
deposit premium ratios were 11.9x, 147% and 6.0%, respectively.

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<PAGE> 33

Furthermore, PaineWebber reviewed certain terms and financial
characteristics, including book value and tangible book value
multiples, core deposit premiums and historical earnings multiples
from 11 commercial bank merger and acquisition transactions announced
after January 1, 1992 in the U.S., where the transaction value was at
least $200 million and the acquiror was entering a new market
("Comparable Transactions Group II"). The Comparable Transactions
Group II considered by PaineWebber in its analysis consists of the
following transactions (identified by buyer/seller): Union Planters
Corporation/Grenada Sunburst Systems Corp.; First Fidelity
Bancorporation/Baltimore Bancorp; First Bank System, Inc./ Boulevard
Bancorp; Norwest Corporation/First United Bank Group; First Security
Corporation/First National Financial Corporation; NationsBank
Corp./MNC Financial Inc.; Bank of New York Company, Inc./National
Community Banks; First Union Corporation/Dominion Bankshares
Corporation; Banc One Corporation/Key Centurion Bancshares, Inc.; Banc
One Corporation/Valley National Corporation; and Boatmen's Bancshares,
Inc./Sunwest Financial Services. The median values for these
transactions for the transaction value-to-latest twelve months
earnings, transaction value-to-tangible book value and core deposit
premium ratios were 16.3x, 219% and 10.1%, respectively.

Finally, PaineWebber reviewed certain terms and financial
characteristics, including book value and tangible book value
multiples, core deposit premiums and historical earnings multiples
from six commercial bank merger and acquisition transactions that were
announced in the period after January 1, 1992 and that occurred in
Arkansas or surrounding states and that had a transaction value of at
least $100 million ("Comparable Transaction Group III"). The
Comparable Transactions Group III considered by PaineWebber in its
analysis consists of the following transactions (identified by
buyer/seller): Union Planters Corporation/ Grenada Sunburst Systems
Corp.; First Commercial Corporation/State First Financial Corporation;
NationsBank Corp./Corpus Christi National Bank; Boatmen's Bancshares,
Inc./First Amarillo Bancorporation, Inc.; Banc One Corporation/Central
Banking Group; and Banc One Corporation/Team Bancshares, Inc. The
median values for these transactions for the transaction
value-to-latest twelve months earnings, transaction value-to-tangible
book value and core deposit premium ratios were 14.1x, 223% and 12.3%,
respectively.

In the case of each of these Comparable Transaction Groups,
PaineWebber believes that a purely quantitative comparable
transaction analysis would not be particularly meaningful in the
context of the Merger, because the reasons for and circumstances
surrounding each of the transactions analyzed were so diverse and
because of the inherent differences between the operations of
Worthen, Boatmen's and the selected companies. PaineWebber believes
that an appropriate use of a comparable transaction analysis in this
instance would involve qualitative judgments concerning differences
between the characteristics of these transactions and the Merger
which would affect the acquisition value of the acquired companies
and Worthen. These qualitative judgments made by PaineWebber in
connection with its opinion included PaineWebber's views as to the
universe of potential buyers in each of these transactions, their
potential level of interest in an acquisition of these companies and
the ability of the acquirors to implement cost savings at and
business conditions and prospects in various markets in which these
acquired companies operate and the business mix, sources of revenue,
risk profile and prospects for these acquired companies.

ACQUIROR DILUTION ANALYSIS

Using publicly-available information, PaineWebber estimated the
share price that fifteen potential acquirors ("Acquiror Group") could
pay for Worthen Common without diluting the acquiror's earnings per
share. The Acquiror Group considered by PaineWebber in its analysis
consisted of: AmSouth Bancorporation, Banc One Corporation,
BankAmerica Corporation, Boatmen's Bancshares, Inc., Chemical Banking
Corp., Comerica Incorporated, First Interstate Bancorp, First
Tennessee National Corporation, First Union Corporation, Mercantile
Bancorporation, Inc., NationsBank Corporation, Norwest Corporation,
Regions Financial Corporation, South Trust Corporation and Suntrust
Banks, Inc. In this analysis, using

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<PAGE> 34

internal Worthen assumptions about future business prospects and
projections of earnings and using an estimate of cost savings
associated with a merger, Worthen's estimated 1994 and 1995 earnings
per share, both with and without estimated merger cost savings, were
multiplied by the price to earnings multiple of each member of the
Acquiror Group to arrive at the maximum price per share that each
member of the group could pay without diluting its 1994 and 1995
earnings. The median maximum price per share based on 1994 earnings
per share without cost savings was $26.41, and the median maximum
price with cost savings was $33.69. The median maximum price per
share based on 1995 earnings per share without cost savings was
$28.04, and the median maximum price with cost savings was $34.47.
PaineWebber believed that an appropriate use of an acquiror dilution
analysis in this instance would involve qualitative judgments
concerning differences between the characteristics of the acquirors
which would affect the acquisition price range. These qualitative
judgments made by PaineWebber in connection with its opinion included
PaineWebber's views as to the universe of potential buyers and their
ability to implement cost savings and business synergies with
Worthen and in addition, PaineWebber's views as to the regulatory
environment, prospects in various markets in which Worthen operates
and business mix, sources of revenue, and risk profile. This
analysis is not necessarily indicative of actual prices that any
potential acquiror would be willing to pay for Worthen.

DISCOUNTED CASH FLOW ANALYSIS

Using internal Worthen assumptions about future business
prospects, projections of earnings and expected dividends,
PaineWebber reviewed five years of projected dividends on Worthen
Common, and an estimated terminal value of Worthen Common, discounted
to a present value at a 15% discount rate, which was chosen to
reflect assumptions regarding the required rate of return of holders
or prospective buyers of a single banking company's common stock.
In order to determine a terminal value, PaineWebber examined a range
of values based on several assumptions. The first calculation used
future multiples based on Worthen Common trading in a range from
historically low multiples to historically high multiples over the
next five years. The second calculation assumed that Worthen would
be acquired in the next five years and used future multiples based
on a range from relatively low historical acquisition multiples to
relatively high historical acquisition multiples. This analysis, and
its underlying assumptions, yielded a range of values for Worthen
from approximately $14.00 to $34.00 per share. Worthen management's
projections were based upon many factors and assumptions, many of
which are beyond its control. This analysis is not necessarily
indicative of actual values or of actual future results and does not
purport to reflect the prices at which any securities may trade at
the present time or at any time in the future.

PRO FORMA MERGER ANALYSIS

PaineWebber estimated the impact of the Merger on Worthen's
projected earnings per share for 1994 and 1995 and book and tangible
book value per share. In connection with this analysis, management
of Worthen provided PaineWebber with information with regard to
expected future earnings for Worthen. Based on such information, and
the terms of the present transaction, PaineWebber concluded that the
Merger would be accretive to earnings per share of Worthen's Common
in 1994 and 1995 and accretive to book and tangible book value per
share.

In rendering its opinion, PaineWebber also considered the
financial terms of other proposal received by Worthen (see "THE
MERGER--Background of the Merger"), compared such terms to the Merger
Consideration to be offered to holders of Worthen Common in the Merger
and applied certain of the analyses described above to such proposals.
This comparison and analysis supported PaineWebber's opinion that
from a financial point of view the Merger Consideration to be offered
to the holders of Worthen Common was fair to such shareholders.
PaineWebber believed that an appropriate comparative analysis of
financial terms of other proposals received by Worthen would involve
qualitative

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<PAGE> 35

judgments concerning differences between characteristics of the
acquirors which would affect the value to Worthen's shareholders of
the proposed acquisition price ranges.

As set forth in its opinion, PaineWebber assumed and relied upon
the accuracy and completeness of all information supplied or
otherwise made available by Worthen and Boatmen's and from generally
recognized public sources, and PaineWebber did not assume any
responsibility to independently verify such information or undertake
an independent appraisal of the assets of Worthen or Boatmen's.
PaineWebber did not conduct a physical inspection of the properties
and facilities of Worthen or Boatmen's and did not make or obtain any
evaluation or appraisal of the assets or liabilities of Worthen or
Boatmen's. PaineWebber did not review the loan files of either
Worthen or Boatmen's. The opinion of PaineWebber is necessarily
based upon market, economic, and other conditions as they existed on,
and can be evaluated as of, the date thereof. This opinion does not
constitute a recommendation to any shareholder of Worthen as to how
any such shareholder should vote on the Merger.

PaineWebber is an internationally-recognized investment banking
firm and, as part of its investment banking activities, PaineWebber
is regularly engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions, including
bank holding company acquisitions, negotiated underwritings,
competitive bids, secondary distributions of listed and unlisted
securities, private placements and valuations for corporate and other
purposes. The Board of Directors of Worthen selected PaineWebber
because of its expertise, its reputation and its familiarity with
Worthen and the commercial banking industry in general.

As compensation for its services in connection with the Merger,
Worthen has paid PaineWebber fees of $150,000 to date and agreed to
pay PaineWebber a fee payable upon consummation of the Merger based
on the aggregate value of Boatmen's Common received by Worthen
shareholders as determined at that time. Based on a share price of
Boatmen's Common of $-------- per share, the fee payable upon
consummation of the Merger would total approximately $--- million.
In addition, Worthen has agreed to reimburse PaineWebber for
reasonable out-of-pocket expenses incurred in connection with the
Merger and to indemnify PaineWebber against certain liabilities,
including liabilities that may arise under the federal securities
laws.

PaineWebber has acted as financial advisor to Worthen in
connection with the Merger. In the ordinary course of its business,
PaineWebber actively trades in the securities of Worthen for its own
account and [Background of preparing PaineWebber opinion to be completed
by Worthen/PaineWebber] for the accounts of others and, accordingly, may
at any time hold along or short position in such securities.

MERGER CONSIDERATION

The Merger Agreement provides that each share of Worthen Common,
other than shares held by any shareholder properly exercising
dissenters' rights under the Arkansas Corporate Law will be
converted, in the Merger, into the right to receive one (1) share of
Boatmen's Common, together with any rights attached thereto under or
by virtue of the Rights Agreement, dated August 14, 1990, between
Boatmen's and Boatmen's Trust Company, as Rights Agent (as described
on page -- hereto), plus cash in lieu of fractional shares (as
described herein) (the "Merger Consideration"). The Merger
Consideration was determined through negotiations, taking into account
the relative value of Boatmen's Common and Worthen Common, and Worthen
was advised with respect to such negotiations by its financial
advisor, PaineWebber.

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The Merger Consideration is fixed; accordingly, the Merger
Consideration will not compensate shareholders of Worthen for
decreases, but will benefit shareholders for increases, in the market
price of Boatmen's Common which could occur before the Merger becomes
effective. As a result, in the event the market price of Boatmen's
Common decreases, the value of the Boatmen's Common to be received
in the Merger in exchange for Worthen Common would decrease, and, in
the event the market price of Boatmen's Common instead increases, the
value of the Boatmen's Common to be received in the Merger in
exchange for Worthen Common would increase. The market prices of
Boatmen's Common and Worthen Common as of a recent date are set forth
herein under "SUMMARY -- Comparative Stock Prices", and Worthen
shareholders are advised to obtain recent market quotations for
Boatmen's Common and Worthen Common. No assurance can be given as
to the market price of Boatmen's Common or Worthen Common on the date
the Merger becomes effective, or as to the market price of Boatmen's
Common thereafter.

No fractional shares of Boatmen's Common will be issued. In the
event a holder of shares of Worthen Common would be entitled, in the
aggregate, to a fractional share interest in Boatmen's Common, then
in lieu of issuing such fractional share, Boatmen's will pay to such
holder an amount of cash equal to such fraction multiplied by the
last reported sale price per share of Boatmen's Common as reported
on the Nasdaq Stock Market's National Market (the "Nasdaq") for the
last day such prices are reported prior to the date on which the
Merger becomes effective (the "Effective Time").

If, prior to the Effective Time, a share of Boatmen's Common
would be changed into a different number of shares of Boatmen's
Common or a different class of shares by reason of reclassification,
recapitalization, splitup, exchange of shares or readjustment, or if
a stock dividend thereon should be declared with a record date within
such period (a "Share Adjustment"), then the number of shares of
Boatmen's Common into which a share of Worthen Common would be
converted pursuant to the Merger Agreement will be appropriately and
proportionately adjusted so that each shareholder of Worthen will be
entitled to receive such number of shares of Boatmen's Common as such
shareholder would have received pursuant to such Share Adjustment had
the record date thereof been immediately following the Effective
Time.

FORM OF THE MERGER

The Merger Agreement provides that AcquisitionCo will merge into
Worthen, and Worthen, which will be the surviving corporation in the
Merger, would become a wholly-owned subsidiary of Boatmen's.

CONDUCT OF BUSINESS PENDING THE MERGER; DIVIDENDS

Pursuant to the Merger Agreement, Worthen has agreed to carry on
its business in the usual, regular and ordinary course in
substantially the same manner as conducted prior to the execution of
the Merger Agreement. The Merger Agreement provides that Worthen may
declare and pay its regular quarterly dividend on the Worthen Common
in an amount not to exceed $0.15 per share at approximately the same
time during each quarter which it has historically declared and paid
such dividend except that Boatmen's and Worthen have agreed to
coordinate the record and payment dates for the quarter in which the
Effective Time occurs such that the Worthen shareholders shall
receive a quarterly dividend from either Worthen or Boatmen's but not
from both with respect to such quarter. See "CERTAIN PROVISIONS OF THE
MERGER AGREEMENT--Certain Other Agreements."

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<PAGE> 37

CERTAIN CONDITIONS TO CONSUMMATION OF THE MERGER

The Merger is subject to various conditions. Specifically, the
obligations of each party to effect the Merger are subject to the
fulfillment or waiver by each of the parties, at or prior to the
Closing Date, of the following conditions: (i) the representations
and warranties of the respective parties to the Merger Agreement set
forth in the Merger Agreement will be true and correct in all
material respects on the date thereof and as of the Closing Date;
(ii) the respective parties to the Merger Agreement will have
performed and complied in all material respects with all of its
obligations and agreements required to be performed prior to the
Closing Date; (iii) no party to the Merger Agreement will be subject
to any order, decree or injunction of a court or agency of competent
jurisdiction which enjoins or prohibits the consummation of the
Merger; (iv) all necessary regulatory approvals and consents required
to consummate the Merger, including the approval of the shareholders
of Worthen, will have been obtained and all waiting periods in
respect thereof will have expired; (v) each party will have received
all required documents from the other party; (vi) the Registration
Statement relating to the Boatmen's Common to be issued pursuant to
the Merger will have become effective, and no stop order suspending
the effectiveness of the Registration Statement will have been issued
and no proceedings for that purpose will have been initiated or
threatened by the S.E.C.; and (vii) Boatmen's and Worthen will have
received an opinion of counsel to the effect that (a) the Merger will
constitute a reorganization within the meaning of Section 368(a) of
the Code, (b) no gain or loss will be recognized by the holders of
Worthen Common upon receipt of the Merger Consideration (except for
cash received in lieu of fractional shares), (c) the basis of shares
of Boatmen's Common received by the shareholders of Worthen will be
the same as the basis of shares of Worthen Common exchanged therefor,
and (d) the holding period of the shares of Boatmen's Common received
by the shareholders of Worthen will include the holding period of the
shares of Worthen Common exchanged therefor, provided such shares
were held as capital assets as of the Effective Time. The
obligations of Boatmen's, AcquisitionCo and Worthen to effect the
Merger are further subject to the conditions that: (i) Boatmen's and
Worthen will have received a letter from Ernst & Young LLP to the
effect that the Merger qualifies for "pooling of interests"
accounting treatment[; and (ii) Boatmen's will have received certain
environmental inspection reports required to be obtained on each of
Worthen's real properties and Boatmen's will not have elected to
exercise its termination rights in connection therewith (which such
rights are described herein)].

Boatmen's has filed all necessary regulatory applications
required to consummate the Merger: on October 7, 1994, the
applications to the Board of Governors of the Federal Reserve System
(the "Federal Reserve") were filed; on [----------, 1994], the
application to the Arkansas State Bank Department (the "Arkansas
Banking Department") was filed; and on [-----------, 1994], the
application to the Texas Department of Banking was filed. As part
of the applications filed with the Federal Reserve and based upon
pre-filing discussions between Boatmen's and staff of the Federal
Reserve, Boatmen's committed to divest branches of Boatmen's
subsidiary, Superior Federal Bank, FSB and/or a Worthen subsidiary
bank in two relevant banking markets in Arkansas wherein both such
institutions have branch offices. The purpose of such divestitures
would be to mitigate possible adverse effects on competition in these
two markets which might otherwise result from the Merger. The
divestiture commitment provides that prior to consummation of the
Merger, binding agreements for the sale of such branches (having
deposits of not less than $7 million in the case of one market and
$17.5 million in the case of the other market) will be entered into
with one or more unaffiliated third parties. If such divestitures
are not completed within six months after consummation of the Merger,
the commitment requires that the subject branch(es) be placed into
a trust for ultimate disposition by an independent trustee. The
divestitures, which would represent less than one percent (1%) of
Boatmen's total deposits, would not be material to Boatmen's.
Acquisitions subject to Federal Reserve approval under the Bank
Holding Company Act of 1956, such as the Merger, may not be
consummated until thirty (30) days after the date of the approval by
the Federal Reserve, during which period the United States Department
of Justice may in its discretion intervene to challenge the
transaction under the antitrust laws.

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<PAGE> 38

INTERESTS OF CERTAIN PERSONS IN THE MERGER

Certain members of Worthen's management and members of Worthen's
board of directors may be deemed to have interests in the Merger in
addition to their interests, if any, as shareholders of Worthen
generally. The board of directors of Worthen was aware of these
factors and considered them, among other matters, in approving the
Merger Agreement and transactions contemplated thereby.

DIRECTOR AND OFFICER INDEMNIFICATION

Boatmen's has agreed to cause the surviving corporation in the
Merger for a period of ten years after the Effective Time to
indemnify, defend and hold harmless the present and former officers,
directors, employees and agents of Worthen and its subsidiaries
against all losses, expenses, attorneys' fees, claims, damages or
liabilities arising out of their status as an officer, director,
employee or agent, or actions or omissions occurring prior to the
Effective Time. This indemnification extends to the fullest extent
permitted by Arkansas Corporate Law and Worthen's Articles of
Incorporation and Bylaws as in effect on August 18, 1994. Boatmen's
agreed to cause the surviving corporation of the Merger to provide
indemnification in all situations in which the surviving
corporation's board of directors could lawfully grant such
indemnification.

Following the Effective Time, Boatmen's will provide the
directors and officers of Worthen and its subsidiaries with the
directors and officers' liability insurance coverage that Boatmen's
provides to directors and officers of its other banking subsidiaries,
generally. In addition, for a period of three years, Boatmen's will
use its best efforts to continue Worthen's directors' and officers'
liability insurance coverage with respect to actions occurring prior
to the Effective Time to the extent that such coverage is obtainable
for an aggregate premium not to exceed the annual premium presently
paid by Worthen for such coverage. If the aggregate premium would
exceed the current premium paid by Worthen, Boatmen's will use its
best efforts to procure such level of coverage as can be obtained for
the aggregate premium amount currently paid by Worthen.

KEY EXECUTIVE RETENTION AGREEMENT

On August 18, 1994, Worthen entered into an agreement
("Retention Agreement") with Curtis F. Bradbury, Jr., the Chief
Executive Officer and Chairman of Worthen. The Retention Agreement
recites that if Mr. Bradbury continues his employment until the
closing date of the Merger and is not terminated for cause, he will
receive a lump sum cash bonus payment in an amount equal to the
lesser of 2.99 times his base salary amount or One Million Two
Hundred Thousand Dollars ($1,200,000). In addition, Mr. Bradbury is
to be provided with a continuation of his life, health and disability
insurance and other welfare benefits for up to thirty-six (36) months
after the Closing Date.

If Mr. Bradbury's remuneration results in the loss of tax
deductibility to Worthen under Section 280G of the Code, the
Retention Agreement contains provisions for Mr. Bradbury's repayment
of nondeductible remuneration. The Retention Agreement also provides
that Worthen may reimburse Mr. Bradbury for a portion of the tax
payments imposed under the excise tax provision of Section 4999 of
the Code in order that he may retain the full amount that he could
have received under Section 280G of the Code without imposition of
any excise taxes. If there is a dispute under the Retention
Agreement, Mr. Bradbury's legal fees and expenses, if any, may be
paid by Worthen.

EMPLOYEE RETENTION AND PROTECTION PLANS

On July 27, 1994, the board of directors of Worthen established
two plans for the benefit of Worthen and its employees. These plans
are the Worthen Banking Corporation 1994 Performance and Retention
Plan

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<PAGE> 39
(the "Retention Plan") and the Worthen Banking Corporation Key
Employee Protection Plan (the "Protection Plan"). Both of these
plans are designed to retain the services of key employees during the
period leading up to a change of control of Worthen and for a period
of years thereafter. The vesting provisions for each plan (i.e.,
those provisions which determine when amounts awarded under the plans
become due) are different, but both plans essentially vest upon the
earlier of (i) termination of employment by Worthen without cause or
(ii) termination of employment by the employee for good reason during
the period beginning on August 18, 1994, and ending on the earlier
of the termination of the Merger Agreement or the expiration of the
two-year period immediately following a change of control. For
purposes of these plans, the Merger would constitute a change of
control.

Worthen 1994 Performance and Retention Plan. Under the
-------------------------------------------
Retention Plan, certain of Worthen's key employees are granted
performance and retention units ("PARs"). The PARs are a form of
incentive compensation, the value of which is related to the
appreciation and value of the common stock of Worthen. PARs will
vest upon the earlier of any of the vesting provisions identified
above or (i) participant's death or disability, or (ii) July 27,
1999. PARs terminate and payment is due to PAR owners thirty days
after vesting. The value of PARs is determined by the relative
performance of Worthen's stock as of the change of control and
vesting date, but is not expected to exceed $4 million for the
forty-three participants who have been granted PARs through
the date of this Proxy Statement/Prospectus. It is not expected
that any additional PARs will be granted during the pendency of the Merger
Agreement.

The Plan is administered by a committee of no fewer than three
board members who are "disinterested persons" as that term is defined
in Rule 16b-3 promulgated under the Securities and Exchange Act of
1934. The committee has the power to select key employees to be
awarded PARs, to determine the number of PARs to be granted to each
key employee, and to determine the times the PARs will be granted.
The committee has authority to interpret the Plan and to make and
revise regulations relating to the Plan and its administration. The
committee's determination is made by a majority vote and is binding
on all parties with respect to the Plan.

All payments for PARs are made in cash in a lump sum or in equal
installments as determined by the Committee. All payments are made
after the vesting date and the Committee has sole discretion with
respect to the conditions required for vesting. The Committee has
authority to select the method of determining the value of PARs if
Worthen is involved in a change of control, such as the Merger. PARs
may not be transferred, assigned, pledged or hypothecated, other than
upon death of the employee. PARs do not entitle a recipient to
voting or dividend rights in any shares of Worthen Common. The
effective date of this Plan was July 27, 1994.

Worthen Banking Corporation Key Employee Protection Plan. The
--------------------------------------------------------
Protection Plan was established by the board of directors of Worthen
to retain the services of certain key employees and to ensure their
continued dedication and productivity. The Protection Plan provides
that participants are entitled to receive a severance benefit based
upon a multiple of their base salary together with certain other
considerations, if a "change of control" occurs and either the
participant's employment is terminated without good cause, or the
participant terminates his or her employment for good cause, and, in
either case, such termination occurs during the pendency of an
agreement for a change of control or within the two-year period
following the change of control.

Benefits to be paid to the participant are based upon a multiple
of the participant's base salary and also include payment provisions
based upon the participant's age and years of service with Worthen.
A multiple is assigned by the Human Resources and Compensation
Committee following consultations with the Chief Executive Officer.
The multiple may not exceed 2.99. The total amount of compensation
payable is expected to be deducted as compensation expense by Worthen
and to be received by the participant without

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<PAGE> 40
liability for the assessment of an excise tax on such payment under
the applicable provisions of Section 280G and 4999 of the Code. In
addition to the severance benefits, Worthen may (for a period of six
to twelve months subsequent to the participant's termination as
determined by the Chief Executive Officer, with the approval of the
Committee and depending upon participant's position) continue, on
behalf of the participant and his dependents and beneficiaries,
medical and dental benefits which were being provided to the
participant at the time of the termination of employment.

WORTHEN BANKING CORPORATION STOCK OPTION PLANS

Worthen currently has two stock option plans, the 1984 Amended
and Substituted Stock Option Plan and the 1993 Stock Option Plan
(together, the "Plans"). Under the Plans, upon a change in control
of Worthen, all of the outstanding, unvested stock options at the time
of the Merger will be accelerated and vested.

No member of Boatmen's management or Boatmen's Board of
Directors or any other affiliate of Boatmen's has an interest in the
Merger, other than as a shareholder of Boatmen's generally.

EFFECTIVE TIME

Upon satisfaction or waiver of all conditions to the Merger, the
Merger will be consummated and become effective upon the filing with
the Secretary of State of the State of Arkansas of Articles of Merger
of AcquisitionCo with and into Worthen. It is presently anticipated
that the Effective Time will occur during the first quarter of 1995,
but no assurance can be given that all conditions will be satisfied
or waived, or that such timetable will be met.

DISSENTERS' RIGHTS

The following summary of the rights of shareholders to dissent
and demand payment for their shares does not purport to be a complete
statement of the Arkansas Corporate Law relating to the rights of
dissenting shareholders of Worthen, and is qualified by reference to
the excerpts of the Arkansas Corporate Law which have been set forth
in full as Appendix C to this Proxy Statement/Prospectus. Each
dissenting shareholder should consult with his or her own legal
counsel concerning the specific procedures and available remedies.

ANY FAILURE TO FOLLOW THE DETAILED PROCEDURES SET FORTH IN THE
APPLICABLE ARKANSAS CORPORATE LAW MAY RESULT IN A SHAREHOLDER LOSING
ANY RIGHT HE OR SHE MAY HAVE TO DISSENT FROM THE MERGER AND DEMAND
FAIR VALUE FOR HIS OR HER SHARES.

The shareholders of Worthen will have the right to dissent from
the Merger in accordance with applicable law. The rights of
shareholders of Worthen, which is an Arkansas corporation, who choose
to dissent from the Merger are governed by Sections 4-27-1301 through
4-27-1331 of the Arkansas Corporate Law, a copy of which is attached
hereto as Appendix C.

The Arkansas Corporate Law provides that a company shareholder
who wishes to assert dissenters' rights must deliver to the company
a written notice indicating the shareholder's intent to demand
payment for his or her shares of company stock. This notice must be
delivered to the company before the vote is taken at the Special
Meeting and the shareholder must not vote in favor of approving the
Merger Agreement. A shareholder who fails to deliver the notice or
who votes in favor of approving the Merger Agreement will be bound
by the terms of the Merger Agreement. (A shareholder who fails to
vote will not be deemed, solely by reason of not voting, to have
waived any right to payment under the Arkansas Corporate Law. A vote
against the Merger will not, however, be deemed to satisfy the notice
requirements under the Arkansas Corporate Law.)

Following the Special Meeting, the company must deliver a
written dissenters' notice to all shareholders who notified the
company that they intended to demand payment for their shares and who did

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<PAGE> 41
not vote in favor of the Merger Agreement. This dissenters'
notice must be sent no later than ten days after the Corporate
Action, as defined in the Arkansas Corporate Law, is taken and must:
(i) state where the payment demand must be sent and where and when
certificate(s) for shares of stock must be deposited; (ii) supply a
form for demanding payment for the shares that includes the date of
the first announcement to the news media or to shareholders of the
terms of the proposed Merger and requires that the person asserting
dissenters' rights certify whether or not the person acquired
beneficial ownership of the shares before that date; (iii) set a date
by which the company must receive the payment demand which must be
between 30 and 60 days after the dissenters' notice is delivered; and
(iv) be accompanied by a copy of the chapter of the Arkansas
Corporate Law governing dissenters' rights. A dissenting shareholder
must demand payment, certify whether beneficial ownership of the
share was acquired before the date set forth in the dissenters'
notice and deposit his stock certificates in accordance with the
terms of such notice. A shareholder who demands payment and deposits
stock certificates in accordance with the terms of the dissenters'
notice retains all other rights as a shareholder until the rights are
canceled or modified by the effectuation of the Merger. A
shareholder who fails to demand payment or deposit stock certificates
as required by the dissenters' notice by the respective dates set
forth therein will be bound by the terms of the Merger Agreement.

If a dissenting shareholder was the beneficial owner of his or
her shares on or prior to the date of the first announcement to the
news media or to shareholders of the terms of the Merger (a "Pre-
Announcement Shareholder"), the Arkansas Corporate Law requires the
company to pay such shareholder the amount that the company estimates
to be the fair value of the shareholder's shares and accrued
interest. Payment must be made as soon as the Merger is consummated
or upon receipt of demand for payment and must be accompanied by
year-end and interim financial statements of the company, a statement
of the company's estimate of the fair value of the shares, an
explanation of how the interest was calculated, a statement of the
dissenting shareholder's right to demand payment under the Arkansas
Corporate Law and a copy of the subchapter of the Arkansas Corporate
Law governing dissenters' rights. If a dissenting shareholder was
not the beneficial owner of his or her shares prior to the date of
the first announcement to news media or to shareholders of the terms
of the Merger (a "Post-Announcement Shareholder"), the company may
elect to withhold payment of the fair value of the dissenting
shareholder's shares. To the extent such payment is withheld, the
company is required to estimate the fair value of the dissenting
shareholder's shares, plus accrued interest, and offer to pay this
amount to each Post-Announcement Shareholder who agrees to accept it
in full satisfaction of his or her demand. The offer must be
accompanied by a statement of the company's estimate of value, an
explanation of how the interest was calculated and a statement of the
dissenting shareholder's right to demand payment under the Arkansas
Corporate Law.

The Arkansas Corporate Law provides that a dissenting
shareholder may notify the company in writing of his or her estimate
of the fair value of his or her shares and amount of interest due and
demand payment of the amount of such estimate (less any payment
already made by the company), or reject the company's offer (if a
Post-Announcement Shareholder) and demand payment of the fair value
of his or her shares and interest due if: (i) the dissenter believes
the amount paid or offered is less than the fair value of his or her
shares; (ii) the company fails to pay Pre-Announcement Shareholders
within 60 days after the date set for demanding payment; or (iii) the
Merger is not consummated and the company fails to return the
deposited stock certificates within 60 days after the date set for
demanding payment. In order to exercise the rights granted by the
Arkansas Corporate Law, a dissenter must notify the company in
writing within 30 days after the company makes or offers payment for
the dissenter's shares.

If a demand for payment by a dissenting company shareholder
under the Arkansas Corporate Law remains unsettled within 60 days
after the company's receipt of the payment demand, the company must
commence a proceeding and petition the circuit court of Pulaski
County, Arkansas to determine the fair value of the shares plus
accrued interest. If such a proceeding is not commenced within the
60 day period, the company must pay each dissenting shareholder whose
demand remains unsettled the amount demanded.

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<PAGE> 42
All dissenting shareholders whose demands remain unsettled must be
made parties to the proceeding and must be served with a copy of the
petition. The court may appoint one or more persons as appraisers to
receive evidence and recommend a decision on the question of fair
value. In any such proceeding, each dissenting shareholder made a
party is entitled to a judgment in the amount of the difference
between the fair value found by the court and the amount paid by the
company, plus interest on such difference; or the fair value, plus
accrued interest, of the dissenting shareholder's shares for which
the company elected to withhold payment, in the case of a Post-
Announcement Shareholder. The court in an appraisal proceeding has
the authority to determine and assess the costs of the proceeding,
including the compensation and expenses of court-appointed
appraisers, in such amounts and against such parties as it deems
equitable. The court may also assess fees and expenses of counsel
and experts for the parties against the company if the court finds
that the company did not substantially comply with the requirements
of the Arkansas Corporate Law, or against any party if the court
finds that the party acted arbitrarily, vexatiously, or not in good
faith. The Arkansas Corporate Law also makes provision for
compensation of counsel for any dissenting shareholder whose services
benefitted other dissenting shareholders similarly situated to be
paid out of the amounts awarded the dissenting shareholders who were
benefitted, if not assessed against the company.

If the holders of more than approximately ten percent (10%) of
the shares of Worthen Common should exercise their dissenters'
rights, the Merger would not qualify as a "pooling of interests" for
accounting and financial reporting purposes and would not be
consummated, unless Boatmen's should waive this condition to its
obligations under the Merger Agreement. Boatmen's has no present
intention to waive this condition to its obligation to consummate the
Merger.

EXCHANGE OF STOCK CERTIFICATES; FRACTIONAL SHARES

The conversion of Worthen Common into Boatmen's Common (other
than any shares as to which dissenters' rights are properly
exercised) will occur by operation of law at the Effective Time.
After the Effective Time, certificates theretofore evidencing shares
of Worthen Common (such certificates, other than certificates held
by shareholders exercising their dissenters' rights, are collectively
referred to herein as the "Worthen Certificates") will be deemed, for
all corporate purposes other than the payment of dividends and other
distributions on such shares, to evidence ownership of and
entitlement to receive such shares of Boatmen's Common.

As soon as reasonably practicable after the Effective Time,
Boatmen's Trust Company, the exchange agent in the Merger (the
"Exchange Agent"), will mail a transmittal letter and instructions
to each record holder of a Worthen Certificate whose shares were
converted into the right to receive the Merger Consideration,
advising such holder of the number of shares of Boatmen's Common such
holder is entitled to receive pursuant to the Merger, of the amount
of cash such holder is due in lieu of a fractional share of Boatmen's
Common, and of the procedures for surrendering such Certificates in
exchange for a certificate for the number of whole shares of
Boatmen's Common, and a check for the cash amount (if any) such
holder is entitled to receive in lieu of a fractional share. The
letter of transmittal will also specify that delivery will be
effected, and risk of loss and title to the Worthen Certificates will
pass, only upon proper delivery of the Worthen Certificates to the
Exchange Agent and will be in such form and have such provisions as
Boatmen's may reasonably specify. SHAREHOLDERS OF WORTHEN ARE
REQUESTED NOT TO SURRENDER THEIR WORTHEN CERTIFICATES FOR EXCHANGE
UNTIL SUCH LETTER OF TRANSMITTAL AND INSTRUCTIONS ARE RECEIVED. The
shares of Boatmen's Common into which Worthen Common will be
converted in the Merger will be deemed to have been issued at the
Effective Time. Unless and until the Worthen Certificates are
surrendered, along with a duly executed letter of transmittal, any
other required documents and notification of the holder's federal
taxpayer identification number, dividends on the shares of Boatmen's
Common issuable with respect to such Worthen Common which would
otherwise be payable will not be paid to the holders of such
certificates, and, in such case, upon surrender of the Worthen
Certificates and a duly executed letter of transmittal, any

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<PAGE> 43
other required documents and notification of taxpayer identification
number, there will be paid any dividends on such shares of Boatmen's
Common which became payable between the Effective Time and the time
of such surrender and notification. No interest on any such
dividends will accrue or be paid.

FEDERAL INCOME TAX CONSEQUENCES

The Merger is expected to qualify as a reorganization under
Section 368(a) of the Code. Except for shareholders perfecting
statutory dissenters' rights, and cash received in lieu of a
fractional share interest in Boatmen's Common, holders of shares of
Worthen Common will recognize no gain or loss on the receipt of
Boatmen's Common in the Merger, their aggregate basis in the shares
of Boatmen's Common received in the Merger will be the same as their
aggregate basis in their shares of Worthen Common converted in the
Merger, and, provided the shares surrendered are held as a capital
asset, the holding period of the shares of Boatmen's Common received
by them will include the holding period of their shares of Worthen
Common converted in the Merger. Cash received in lieu of fractional
share interests and cash received by shareholders exercising their
dissenter's rights will be treated as a distribution in full payment
of such fractional share interests, or shares surrendered in exercise
of dissenters' rights, resulting in capital gain or loss or ordinary
income, as the case may be, depending upon each shareholder's
particular situation.

Consummation of the Merger is conditioned upon the receipt by
Boatmen's and Worthen of an opinion of counsel regarding the
anticipated federal income tax consequences discussed above. The
form of such opinion of counsel, which will be delivered on the
Closing Date, is filed as an exhibit to the Registration Statement
and the foregoing is only a summary of such tax consequences.

IT IS RECOMMENDED THAT SHAREHOLDERS CONSULT THEIR OWN TAX
ADVISORS REGARDING THE FEDERAL, STATE, LOCAL AND FOREIGN INCOME TAX
CONSEQUENCES TO THEM OF THE MERGER AND ANY OTHER TAX CONSIDERATIONS
WHICH MAY BE APPLICABLE TO THEM.

ACCOUNTING TREATMENT

It is anticipated that the Merger will qualify as a "pooling of
interests" for accounting and financial reporting purposes. Under
this method of accounting, the assets and liabilities of Boatmen's
and Worthen will be carried forward after the Effective Time into the
consolidated financial statements of Boatmen's at their recorded
amounts; the consolidated income of Boatmen's will include income of
Boatmen's and Worthen for the entire fiscal year in which the Merger
occurs; and the separately reported income of Boatmen's and Worthen
for prior periods will be combined and restated as consolidated
income of Boatmen's.

The Merger Agreement provides that a condition to Boatmen's and
Worthen's obligations to consummate the Merger is their receipt of
an opinion from Ernst & Young LLP, the independent public accountants
for Boatmen's, to the effect that the Merger will qualify for
"pooling of interests" accounting treatment under Accounting
Principles Board Opinion No. 16 if consummated in accordance with the
Merger Agreement. In the event such condition is not met, the Merger
would not be consummated unless the condition was waived by Boatmen's
and Worthen and the approval of Worthen shareholders entitled to vote
on the Merger was resolicited if such change in accounting treatment
were deemed material to the financial condition and results of
operations of Boatmen's on a pro forma basis assuming consummation
of the Merger. As of the date of this Proxy Statement/Prospectus,
Boatmen's and Worthen are not aware, after consultation with Ernst
& Young LLP, of any existing facts or circumstances which would
preclude such a pooling opinion from being issued by Ernst & Young
LLP. However, if Boatmen's takes any unilateral

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<PAGE> 44
action after August 18, 1994 without the written consent of Worthen
and such action constitutes the sole reason for Ernst & Young LLP to
be unable to render such opinion, then Boatmen's shall be deemed to
have waived this condition.

MANAGEMENT AND OPERATIONS AFTER THE MERGER

It is presently anticipated that after the Effective Time of the
Merger, the Board of Directors of Worthen will be comprised of some
or all of the present directors of Worthen and representatives of
Boatmen's. Mr. Curtis F. Bradbury, Jr., Chairman and Chief Executive
Officer of Worthen, has announced that he will resign upon completion
of the Merger. It is not anticipated that the management of Boatmen's
will be affected as a result of the Merger.

EFFECT ON EMPLOYEE BENEFIT AND STOCK PLANS

The Merger Agreement provides that each employee of Worthen or
its subsidiaries who continues as an employee following the Closing
Date will be entitled, as a new employee of a subsidiary of
Boatmen's, to participate in such employee benefit and stock plans
or programs that may be in effect generally for employees of all of
Boatmen's subsidiaries, on the same basis as similarly situated
employees of other Boatmen's subsidiaries, subject to the right of
Boatmen's to amend or terminate any such plans or programs in its
discretion and provided that such employee shall not be participating
in a similar plan which is maintained by Worthen after the Effective
Time. Boatmen's will, for purposes of vesting and any age or period
of service requirements for commencement of participation with
respect to any such plans or programs in which former employees of
Worthen may participate, credit each such employee with his or her
term of service with Worthen and its subsidiaries.

Upon the effectiveness of the Merger, each outstanding option to
purchase shares of Worthen Common (a "Worthen Stock Option") issued
pursuant to the Worthen Banking Corporation 1984 Amended and
Substituted Stock Option Plan and the Worthen Banking Corporation
1993 Stock Option Plan (together the "Stock Option Plans"), whether
or not vested or exercisable, will be assumed by Boatmen's. Each
Worthen Stock Option will be deemed to constitute an option to
acquire, on the same terms and conditions as were applicable under
such Worthen Stock Option, such number of full shares of Boatmen's
Common as the holder of such Worthen Stock Option would have been
entitled to receive pursuant to the Merger had such holder exercised
such option in full immediately prior to the Effective Time, at an
exercise price per share equal to (i) the aggregate exercise price
of the shares of Worthen Common otherwise purchasable pursuant to
such Worthen Stock Option divided by (ii) the number of full shares
of Boatmen's Common deemed purchasable pursuant to such Worthen Stock
Option as aforesaid.

At the Effective Time, each outstanding stock appreciation right
(a "Worthen SAR") issued pursuant to the Stock Option Plans shall be
assumed by Boatmen's. Each Worthen SAR shall be deemed to constitute
a right to receive on the same terms and conditions as were
applicable under such Worthen SAR, an amount equal to the value of
such Worthen SAR determined on the applicable exercise date. From
and after the Effective Time, any reference in the Stock Option Plans
to the fair value of Worthen Common shall mean and refer to the fair
market value of the number of shares of Boatmen's Common included in
the Merger Consideration.

RESALE OF BOATMEN'S COMMON

The shares of Boatmen's Common issued pursuant to the Merger
will be freely transferable under the Securities Act except for
shares issued to any Worthen shareholder who may be deemed to be an

36
<PAGE> 45
"affiliate" of Worthen or Boatmen's for purposes of Rule 145 under
the Securities Act. The Merger Agreement provides that each such
affiliate will enter into an agreement with Boatmen's providing that
such affiliate will not transfer any shares of Boatmen's Common
received in the Merger except in compliance with the Securities Act
and will make no disposition of any shares of Worthen Common or
Boatmen's Common (or any interest therein) during the period
commencing thirty (30) days prior to the Effective Time through the
date on which financial results covering at least thirty (30) days
of combined operations of Boatmen's and Worthen after the Merger have
been published. This Proxy Statement/Prospectus does not cover
resales of shares of Boatmen's Common received by any person who may
be deemed to be an affiliate of Worthen. Persons who may be deemed
to be affiliates of Worthen generally include individuals who, or
entities which, control, are controlled by or are under common
control with Worthen and will include directors and certain officers
of Worthen and may include principal shareholders of Worthen.

PRO FORMA FINANCIAL DATA

BOATMEN'S BANCSHARES, INC. AND WORTHEN BANKING CORPORATION

The following unaudited pro forma combined condensed balance
sheet as of June 30, 1994, and the pro forma combined condensed
statements of income for the six months ended June 30, 1994 and 1993,
and for each of the years in the three-year period ended December 31,
1993, give effect to the Merger based on the historical consolidated
financial statements of Boatmen's and Worthen and their subsidiaries
under the assumptions and adjustments set forth in the accompanying
notes to the pro forma financial statements.

The pro forma combined condensed balance sheet assumes the
Merger was consummated on June 30, 1994, and the pro forma condensed
statements of income assume that the Merger was consummated on
January 1 of each period presented. The pro forma statements may not
be indicative of the results that actually would have occurred if the
Merger had been in effect on the dates indicated or which may be
obtained in the future. The pro forma financial statements should
be read in conjunction with the historical consolidated financial
statements and notes thereto of Boatmen's and Worthen incorporated
by reference herein. The pro forma financial data does not give
effect to the pending acquisitions of other financial institutions.
See "THE PARTIES -- Boatmen's -- Pending Acquisitions."

37
<PAGE> 46

<TABLE>

PRO FORMA COMBINED CONDENSED BALANCE SHEET
(UNnaudited
June 30, 1994
(In Thousands)

WORTHEN
BOATMEN'S BANKING PRO FORMA
BANCSHARES, INC. CORPORATION ADJUSTMENTS COMBINED
---------------- ----------- ----------- --------

<S> <C> <C> <C> <C>
ASSETS:
Cash and noninterest-bearing balances due from banks $1,608,925 $224,425 $1,833,350
Short term investments 78,543 27,884 106,427
Securities
Held to Maturity 4,107,369 1,140,717 5,248,086
Available for Sale 4,424,239 157,845 4,582,084
Trading 25,026 25,026
Federal funds sold and securities purchased
under resale agreements 392,865 42,300 435,165
Loans, net of unearned interest 15,701,434 1,782,598 17,483,032
Less reserve for loan losses 343,918 33,541 377,459
-----------------------------------------------------------------------
Loans, net 15,357,516 1,749,057 17,106,573
-----------------------------------------------------------------------
Property and equipment 516,165 96,207 612,372
Intangibles 261,066 27,645 288,711
Other assets 811,778 60,754 872,532
-----------------------------------------------------------------------
Total Assets $27,583,492 $3,526,834 $0 $31,110,326
=======================================================================

LIABILITIES AND EQUITY:
Noninterest-bearing deposits $4,345,609 $580,268 $4,925,877
Interest-bearing deposits 15,897,073 2,388,152 18,285,225
-----------------------------------------------------------------------
Total deposits 20,242,682 2,968,420 23,211,102
-----------------------------------------------------------------------
Federal funds purchased and other short-term borrowings 4,333,668 180,383 4,514,051
Long-term debt 514,262 43,035 557,297
Capital lease obligations 38,791 1,850 40,641
Other liabilities 279,941 39,797 319,738
-----------------------------------------------------------------------
Total liabilities 25,409,344 3,233,485 28,642,829
-----------------------------------------------------------------------
Redeemable preferred stock 1,142 1,142

Stockholders' equity:
Common stock 104,722 17,045 295 <F1> 122,062
Surplus 794,966 164,770 (624)<F1> 959,112
Retained earnings 1,308,862 114,153 1,423,015
Less: Treasury Stock (329) 329 <F1> 0
Unrealized net appreciation (depreciation),
available for sale securities (35,544) (2,290) (37,834)
-----------------------------------------------------------------------
Total stockholders' equity 2,173,006 293,349 2,466,355
-----------------------------------------------------------------------
Total liabilities and stockholders' equity $27,583,492 $3,526,834 $0 $31,110,326
=======================================================================
Stockholders' equity per share $20.75 $20.21
=================== ==================
</TABLE>

NOTES TO PRO FORMA COMBINED CONDENSED BALANCE SHEET
(UNAUDITED)

1. Based on the exchange ratio of 1.0 share of Boatmen's Common
for each share of Worthen common stock, including stock
options, 17,340,392 additional shares of Boatmen's Common
would have been issued as of June 30, 1994, in the acquisition
of Worthen.

2. The Merger Agreement provides that Worthen will make
provisions for merger expenses and certain nonrecurring
charges, such as investment banking fees, and legal and
accounting fees. Worthen will also make any necessary
provision for loan losses to conform to Boatmen's loan,
accrual and reserve policies. These nonrecurring expenses are
not expected to be material and, therefore, are not reflected
in the Pro Forma Financial Statements.

38
<PAGE> 47

<TABLE>
BOATMEN'S BANCSHARES, INC.
PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
(Unaudited)

(in Thousands, except per share data)

Six Months Year Ended
Ended June 30, December 31,
-------------------- ----------------------------------
1994 1993 1993 1992 1991
---- ---- ---- ---- ----

<S> <C> <C> <C> <C> <C>
Interest income $946,491 $898,584 $1,825,636 $1,845,217 $1,984,340
Interest expense 370,949 354,124 711,238 837,313 1,132,845
-------- -------- --------- --------- ---------
Net interest income 575,542 544,460 1,114,398 1,007,904 851,495
Provision for loan losses 13,759 38,530 64,812 139,475 118,017
------- ------- -------- --------- --------
Net interest income after
provision for loan losses 561,783 505,930 1,049,586 868,429 733,478
Noninterest income 295,151 272,059 559,842 509,540 409,054
Noninterest expense 554,395 526,417 1,097,620 1,016,078 878,673
-------- -------- --------- --------- ---------
Income before income taxes 302,539 251,572 511,808 361,891 263,859
Income tax expense 105,084 78,044 162,139 99,228 63,925
-------- -------- --------- --------- ---------
Net income $197,455 $173,528 $349,669 $262,663 $199,934
======== ======== ======== ========= ========
Net income available to
common shareholders $197,415 $173,484 $349,584 $262,575 $199,845
======== ======== ======== ========= ========
Net income per common share $1.62 $1.45 $2.91 $2.25 $1.78
======== ======== ======== ========= ========
Average common shares outstanding 121,644 120,009 120,307 116,606 112,377
</TABLE>

NOTES TO PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME
(Unaudited)

1. Net income per share and average common shares outstanding shown
in the pro forma analysis reflect the restatement of share amounts
for the 1993 Stock Split.

39
<PAGE> 48
DESCRIPTION OF BOATMEN'S CAPITAL STOCK

Boatmen's Restated Articles of Incorporation currently authorize
the issuance of 150,000,000 shares of common stock, par value $1.00
per share, and 10,300,000 preferred shares, no par value per share,
of which 35,045 shares are designated "7% Cumulative Redeemable
Preferred Stock, Series B" $100.00 stated value per share (the
"Boatmen's Series B Preferred Stock").

As of ---------------, 1994, approximately -------- million
shares of Boatmen's Common were issued and outstanding, ---------
shares of Boatmen's Series B Preferred Stock were issued and
outstanding and 1,500,000 shares of Junior Participating Preferred
Stock, Series C, stated value $1.00 per share (a "Preferred Share")
were reserved for issuance with none outstanding. For a description
of the Preferred Shares, see "COMPARISON OF SHAREHOLDER RIGHTS --
Shareholder Rights Plan."

With respect to the remaining authorized but unissued preferred
shares, Boatmen's Restated Articles of Incorporation provide that its
Board of Directors may, by resolution, cause such preferred shares
to be issued from time to time, in series, and fix the powers,
designations, preferences and relative, participating optional and
other rights and qualifications, limitations and restrictions of such
shares.

The following is a brief description of the terms of Boatmen's
Common and Boatmen's Series B Preferred Stock.

BOATMEN'S COMMON

Dividend Rights. The holders of Boatmen's Common are entitled
---------------
to share ratably in dividends when, as and if declared by the Board
of Directors of Boatmen's from funds legally available therefor,
after full cumulative dividends have been paid, or declared and funds
sufficient for the payment thereof set apart, on all shares of
Boatmen's Series B Preferred Stock, and any other class or series of
preferred stock ranking superior as to dividends to Boatmen's Common.
The ability of the subsidiary banks of Boatmen's to pay cash
dividends, which are expected to be Boatmen's principal source of
income, is restricted by applicable banking laws.

Voting Rights. Each holder of Boatmen's Common has one vote for
-------------
each share held on matters presented for consideration by the
shareholders, except that, in the election of directors, such
shareholders have cumulative voting rights which entitle each such
shareholder to the number of votes which equals the number of shares
held by the shareholder multiplied by the number of directors to be
elected. All such cumulative votes may be cast for one candidate for
election as a director or may be distributed among two or more
candidates.

Classification of Board of Directors. The Board of Directors of
------------------------------------
Boatmen's is divided into three classes, and the directors are
elected by classes to three-year terms, so that approximately one-
third (1/3) of the directors of Boatmen's will be elected at each
annual meeting of the shareholders. Although it promotes stability
and continuity of the Board of Directors, classification of the Board
of Directors may have the effect of decreasing the number of
directors that could otherwise be elected by anyone who obtains a
controlling interest in Boatmen's Common and thereby could impede a
change in control of Boatmen's. Because fewer directors will be
elected at each annual meeting, such classification also will reduce the

40
<PAGE> 49
effectiveness of cumulative voting as a means of establishing or
increasing minority representation on the Board of Directors.

Preemptive Rights. The holders of Boatmen's Common have no
-----------------
preemptive right to acquire any additional unissued shares or
treasury shares of Boatmen's.

Liquidation Rights. In the event of liquidation, dissolution or
------------------
winding up of Boatmen's, whether voluntary or involuntary, the
holders of Boatmen's Common will be entitled to share ratably in any
of its assets or funds that are available for distribution to its
shareholders after the satisfaction of its liabilities (or after
adequate provision is made therefor) and after preferences on any
outstanding preferred stock.

Assessment and Redemption. Shares of Boatmen's Common issuable
-------------------------
in the Merger will be validly issued, fully paid and non-assessable.
Such shares do not have any redemption provisions.

BOATMEN'S SERIES B PREFERRED STOCK

Dividend Rights. Holders of shares of Boatmen's Series B
---------------
Preferred Stock will be entitled to receive, when and as declared by
Boatmen's Board of Directors, out of any funds legally available for
such purpose, cumulative cash dividends at an annual dividend rate
per share of 7% of the stated value thereof, payable quarterly.
Dividends on Boatmen's Series B Preferred Stock are cumulative and
no dividends can be declared or paid on any shares of Boatmen's
Common unless full cumulative dividends on Boatmen's Series B
Preferred Stock have been paid, or declared and funds sufficient for
the payment thereof set apart.

Liquidation Rights. In the event of the dissolution and
------------------
liquidation of Boatmen's, the holders of Boatmen's Series B Preferred
Stock will be entitled to receive, after payment of the full
liquidation preference on shares of any class of preferred stock
ranking superior to Boatmen's Series B Preferred Stock (if any such
shares are then outstanding) but before any distribution on shares
of Boatmen's Common, liquidating dividends of $100.00 per share plus
accumulated dividends.

Redemption. Shares of Boatmen's Series B Preferred Stock are
----------
redeemable, at the option of the holders thereof, at the redemption
price of $100.00 per share plus accumulated dividends, provided,
that: (i) full cumulative dividends have been paid, or declared and
funds sufficient for payment set apart, upon any class or series of
preferred stock ranking superior to Boatmen's Series B Preferred
Stock; and (ii) Boatmen's is not then in default with respect to any
sinking or analogous fund or call for tenders obligation or agreement
for the purchase or any class or series of preferred stock ranking
superior to Boatmen's Series B Preferred Stock.

Voting Rights. Each share of Boatmen's Series B Preferred Stock
-------------
has equal voting rights, share for share, with each share of
Boatmen's Common.

Superior Stock. Boatmen's may, without the consent of holders
--------------
of Boatmen's Series B Preferred Stock, issue preferred stock with
superior or equal rights or preferences.

41
<PAGE> 50

COMPARISON OF SHAREHOLDER RIGHTS

The rights of holders of shares of Boatmen's Common are governed
by the corporate law of Missouri (the "Missouri Corporate Law"), the
state of Boatmen's incorporation, and by Boatmen's Restated
Articles of Incorporation, Bylaws and other corporate documents. The
rights of holders of shares of Worthen Common are governed by the
Arkansas Corporate Law, and by Worthen's Articles of Incorporation,
Bylaws and other corporate documents. A summary of the material
differences between the respective rights of holders of Worthen
Common and Boatmen's Common is set forth below.

SHAREHOLDER VOTE REQUIRED FOR CERTAIN TRANSACTIONS

Business Combinations. Missouri Corporate Law provides that
---------------------
unless a corporation's articles of incorporation or bylaws provide
otherwise, certain business combinations including mergers require
the approval of the holders of at least two-thirds (2/3) of the
outstanding shares entitled to vote at such meeting. Boatmen's
Restated Articles of Incorporation provide that, in addition to any
affirmative vote required by law, any Business Combination (as
defined below) will require the affirmative vote of the holders of
not less than eighty percent (80%) of the issued and outstanding
shares of Boatmen's Common. Notwithstanding the foregoing, however,
Boatmen's Restated Articles of Incorporation also provide that any
such Business Combination may be approved by the affirmative vote
required by law if it has been approved by seventy-five percent (75%)
of the entire Board of Directors of Boatmen's. The term "Business
Combination" means: (i) any merger or consolidation of Boatmen's or
any subsidiary of Boatmen's with (a) any individual or entity who,
together with certain affiliates or associates, owns greater than
five percent (5%) of Boatmen's Common (a "Substantial Shareholder");
or (b) any other corporation which, after such merger or
consolidation, would be a Substantial Shareholder, regardless of
which entity survives; (ii) any sale, lease, exchange, mortgage,
pledge, transfer or other disposition (in one transaction or a series
of transactions) to or with any Substantial Shareholder of all or
substantially all of the assets of Boatmen's or any of its
subsidiaries; (iii) the adoption of any plan or proposal for the
liquidation of Boatmen's by or on behalf of a Substantial
Shareholder; or (iv) any transaction involving Boatmen's or any of
its subsidiaries, if the transaction would have the effect, directly
or indirectly, of increasing the proportionate share of the
outstanding shares of any class of equity or convertible securities
of Boatmen's of which a Substantial Shareholder is the beneficial
owner.

The Arkansas Corporate Law provides that, unless a corporation's
articles of incorporation or bylaws provide otherwise, certain
business combinations, including a merger, require the approval of
each voting group entitled to vote separately on the transaction by
a majority of all the votes entitled to be cast on the transaction
by each voting group. Neither the Articles of Incorporation nor the
Bylaws of Worthen increase the voting requirements for approval of
business combinations, including mergers.

Removal of Directors. The Missouri Corporate Law provides that,
--------------------
unless otherwise provided in a corporation's articles of
incorporation or bylaws, directors may be removed, with or without
cause, by a vote of the holders of a majority of the shares then
entitled to vote in an election of the directors. Directors may be
removed only at a meeting called expressly for that purpose. If a
corporation's articles of incorporation or bylaws provide for
cumulative voting in the election of directors and if less than the
entire board is to be removed, no one of the directors may be removed
if the votes cast against his removal would be sufficient to elect
him if then cumulatively voted at an election of the entire board of
directors or, if there are classes of directors, at an election of
the class of directors of which he or she is a part. Whenever the

42
<PAGE> 51
holders of the shares of any class are entitled to elect one or more
directors, any references to a vote of the holders of outstanding
shares are to outstanding shares of that class and not to the vote
of the outstanding shares as a whole. Any director of a corporation
may be removed for cause by an action of a majority of the entire
board of directors if the director fails to meet the qualifications
stated in the corporation's articles of incorporation or bylaws for
election as a director or is in breach of any agreement between such
director and the corporation relating to such director's services as
a director or employee of the corporation. Notice of the proposed
removal must be given to all directors of a corporation prior to
action thereon.

Boatmen's Restated Articles of Incorporation and Bylaws provide
that, at a meeting called expressly for that purpose, a director or
the entire Board of Directors (other than directors elected by
holders of preferred stock pursuant to certain special rights) may
be removed without cause only upon the affirmative vote of the
holders of not less than eighty percent (80%) of the shares entitled
to vote generally in an election of directors. Notwithstanding the
foregoing, however, if less than the entire Board of Directors is to
be removed without cause, no one of the directors may be removed if
the votes cast against his removal would be sufficient to elect him
if then cumulatively voted at an election of the class of directors
of which he is a part. At a meeting called expressly for that
purpose, a director (other than those elected by holders of preferred
stock), may be removed by the shareholders for cause by the
affirmative vote of the holders of a majority of the shares entitled
to vote upon his election.

The Arkansas Corporate Law provides that a director may resign
at any time or, at a meeting called for that purpose and properly
noticed, the shareholders may remove a director, with or without
cause, unless the corporation's articles of incorporation provide
that the directors may be removed only for cause. If a director is
elected by a voting group of shareholders, only the holders of shares
of that voting group may vote to remove him or her. The Arkansas
Corporate Law further provides that a court may remove a director in
a proceeding brought by a shareholder holding a least ten percent
(10%) of the outstanding shares of any class of stock or by the
corporation if: (i) that court finds that the director engaged in
fraudulent or dishonest conduct or gross abuse of authority or
discretion with respect to the corporation, and (ii) the removal is
in the best interests of the corporation. Any court which removes
a director in such manner may bar the director from re-election for
a prescribed period. If a proceeding is commenced by a shareholder,
the corporation must be added as a party defendant. Worthen's
Articles of Incorporation contain no provision with respect to
removing any director during his or her elected term and exclude
cumulative voting.

The Bylaws of Worthen provide that unless otherwise removed
pursuant to applicable law each director holds office until the next
annual meeting of shareholders and until his or her successor shall
have been qualified and elected. The Bylaws of Worthen also provide
that a director must resign if he or she (i) ceases to be employed
in substantially the same capacity by Worthen or other entity which
employed him or her at the time of the person's election to the Board
unless the Board declines to accept the resignation, or (ii) upon the
request of the Chairman of the Board or the President in his or her
absence, upon finding that the director involved is incapable of
performing his or her duties because of health or disability reasons
or upon finding that, for any compelling reason, continued service
by such director is not in the best interests of the Corporation.

Removal of Officers. Under Missouri Corporate Law, an officer
-------------------
or agent elected or appointed by the board of directors may be
removed by the board of directors whenever, in the judgment of the
board of directors, the best interest of the corporation would be
served thereby. Such removal will be without prejudice to the
contract rights of the person so removed. Boatmen's Bylaws provide
that an officer may

43
<PAGE> 52
be removed at any time prior to the expiration of his or her term by the
affirmative vote of the majority of the directors.

The Arkansas Corporate Law provides that the board of directors
of an Arkansas corporation may remove an officer at any time with or
without cause and, while appointment of an officer does not in itself
create contract rights, removal of an officer will not affect any
contract rights he or she may have with an Arkansas corporation.
Worthen's Bylaws provide that any officer appointed by the Board may
be removed by the Board for any reason but such removal shall be
without prejudice to the contract rights, if any, of the person so
removed.

Amendments to Articles of Incorporation. Under the Missouri
---------------------------------------
Corporate Law, a corporation may amend its articles of incorporation
upon receiving the affirmative vote of the holders of a majority of
its voting shares; provided, however, that if the corporation's
articles of incorporation or bylaws provide for cumulative voting in
the election of directors, the number of directors of the corporation
may not be decreased to less than three by amendment to the
corporation's articles of incorporation when the number of shares
voting against the proposal for decrease would be sufficient to elect
a director if the shares were voted cumulatively at an election of
three directors; and provided, further, that a proposed amendment
which provides that Section 351.407 of the Missouri Corporate Law
does not apply to "control share acquisitions" of shares of a
corporation requires the affirmative vote of the holders of two-
thirds of such corporation's voting shares.

Article XII of Boatmen's Restated Articles of Incorporation
provides that Boatmen's may amend, alter, change or repeal provisions
of the Restated Articles of Incorporation in the manner provided by
law, with the exception, however, of the provisions of the Restated
Articles of Incorporation relating to the classification and number
of directors, the approval of Business Combinations, and the
aforementioned exceptions to Article XII, which require the
affirmative vote of the holders of eighty percent (80%) of Boatmen's
Common then entitled to vote at a meeting of shareholders called for
that purpose.

The Arkansas Corporate Law generally provides that a corporation
may amend its articles of incorporation upon receiving, unless the
corporation's articles of incorporation require a greater vote, the
affirmative vote of a majority of the votes entitled to be cast on
the amendment. The Articles of Incorporation of Worthen do not
include specific provisions relating to the amendment of its Articles
of Incorporation.

SPECIAL MEETINGS OF SHAREHOLDERS; SHAREHOLDER ACTION BY WRITTEN
CONSENT

The Missouri Corporate Law provides that any action required or
permitted to be taken at a meeting of shareholders may be taken
without a meeting if a consent, in writing, setting forth the action
taken is signed by the holders of all of the shares entitled to vote
on the subject matter.

Boatmen's Bylaws provide that a special meeting of shareholders
may be called by the Chairman of the Board or the President or by
resolution of the Board of Directors whenever deemed necessary. The
business transacted at any such special meeting will be confined to
the purpose or purposes specified in the notice therefor and the
matters germane thereto. The Missouri Corporate Law provides that
any action required or permitted to be taken at a meeting of
shareholders may be taken without a meeting if a consent,

44
<PAGE> 53
in writing, setting forth the action taken is signed by the holders
of all of the shares entitled to vote on the subject matter.

The Arkansas Corporate Law provides that a special meeting of
the shareholders of a corporation may be called by the board of
directors of the corporation or the persons authorized to do so in
the articles of incorporation or bylaws of the corporation, or by the
holders of at least ten percent (10%) of all votes entitled to be
cast on any issue proposed to be considered at such proposed special
meeting if the holders sign, date and deliver to the corporation's
secretary written demands for the meeting describing the purpose for
which it is to be held. A corporation must notify its shareholders
of the date, time, place and purpose of a special shareholders
meeting not less than 60 nor more than 75 days before the meeting if
a proposal to increase the authorized capital stock or bond
indebtedness of the corporation is to be submitted, and no less than
10 nor more than 60 days before the meeting in all other cases. Only
business within the purpose described in the meeting notice may be
conducted at such a special shareholders meeting. A court may order
a special meeting at the request of a shareholder who demands a
special meeting if notice of the special meeting was not given within
thirty days of the demand or the special meeting was not held in
accordance with the notice.

Under the Arkansas Corporate Law, an action on a proposal to
increase the capital stock or bond indebtedness of a corporation may
be taken without a meeting if all the shareholders sign written
consents, setting forth the action so taken. Any other action
required or permitted to be taken at a shareholder meeting may be
taken without a meeting if written consents setting forth the action
so taken are signed by the holders of the outstanding shares having
at least the minimum number of votes necessary to authorize or to
take such action at a meeting at which all shares entitled to vote
thereon were present and voted and are delivered to the corporation.

Worthen's Bylaws provide that a special meeting of shareholders
may be called by the President, the Chairman of the Board of
Directors or in their absence by an Executive Vice President, or by
a resolution of a majority of the Board for any purpose or purposes
or by the holders of ten percent (10%) of the outstanding shares
entitled to vote at the meeting.

Worthen's Bylaws also allow for action by the shareholders and
the board of directors (including any committee thereof) without the
necessity of a formal meeting to the fullest extent allowed by the
Arkansas Corporate Law.

NOTICE OF SHAREHOLDER NOMINATIONS OF DIRECTORS

The Missouri Corporate Law does not contain any specific
provisions regarding notice of shareholders' nomination of directors.

Boatmen's Bylaws provide that a shareholder may nominate a
person for director only if he delivers notice of such nomination to
the Secretary of Boatmen's, accompanied or promptly followed by such
supporting information as the Secretary shall reasonably request, not
less than 75 days prior to the date of any annual meeting or more
than seven days after the mailing of notice of any special meeting.
Neither Worthen's Articles of Incorporation, Bylaws nor the Arkansas
Corporate Law contain any specific provisions regarding notice of
shareholders' nomination of directors.

45
<PAGE> 54

SHAREHOLDER PROPOSAL PROCEDURES

The Missouri Corporate Law does not contain any specific
provisions regarding notice of shareholders' proposals.

Boatmen's Bylaws provide that in order for any business to be
transacted at any meeting of the shareholders, other than business
proposed by or at the direction of the Board of Directors, notice
thereof must be received from the proposing shareholder by the
Secretary of Boatmen's, accompanied or promptly followed by such
supporting information as he shall reasonably request, not less than
75 days prior to the date of any annual meeting or more than seven
days after the mailing of notice of any special meeting.

Neither Worthen's Articles of Incorporation, Bylaws nor the
Arkansas Corporate Law contain any specific provisions regarding
notice of shareholders' proposals.

SHAREHOLDER RIGHTS PLAN

Boatmen's has adopted a shareholder rights plan pursuant to
which holders of a share of Boatmen's Common also hold one preferred
share purchase right which may be exercised upon the occurrence of
certain "triggering events" specified in Boatmen's shareholder rights
plan. Shareholder rights plans such as Boatmen's plan are intended
to encourage potential hostile acquirors of a "target" corporation
to negotiate with the Board of Directors of the target corporation
in order to avoid occurrence of the "triggering events" specified in
such plans. Shareholder rights plans are intended to give the
directors of a target corporation the opportunity to assess the
fairness and appropriateness of a proposed transaction in order to
determine whether or not it is in the best interests of the
corporation and its shareholders. Notwithstanding these purposes and
intentions of shareholder rights plans, such plans, including that
of Boatmen's, could have the effect of discouraging a business
combination which shareholders believe to be in their best interests.
The provisions of the shareholder rights plan of Boatmen's are
discussed below.

On August 14, 1990, the Board of Directors of Boatmen's declared
a dividend, payable on August 31, 1990 (the "Boatmen's Record Date"),
of one Preferred Share Purchase Right (a "Boatmen's Right") for each
outstanding share of Boatmen's Common. Each Boatmen's Right entitles
the registered holder to purchase from Boatmen's one one-hundredth
share of a Preferred Share at a price of $110.00 per one one-
hundredth Preferred Share (the "Boatmen's Purchase Price"), subject
to adjustment. The description and terms of the Boatmen's Rights are
set forth in a Rights Agreement (the "Boatmen's Rights Agreement")
between Boatmen's and Boatmen's Trust Company as Rights Agent (the
"Rights Agent"), and the following description is qualified in its
entirety by the Boatmen's Rights Agreement.

Until the earlier to occur of: (i) ten days following a public
announcement that a person or group of affiliated or associated
persons (a "Boatmen's Acquiring Person") has acquired beneficial
ownership of twenty percent (20%) or more of the outstanding shares
of Boatmen's Common; or (ii) ten business days (or such later date
as may be determined by action of the Board of Directors prior to
such time as any person becomes a Boatmen's Acquiring Person)
following the commencement of, or announcement of an intention to
make, a tender or exchange offer the consummation of which would
result in the beneficial ownership by a person or group of twenty
percent (20%) or more of such outstanding shares of Boatmen's Common
(the earlier of such dates being called the "Boatmen's Distribution
Date"), the Boatmen's Rights will be evidenced, with respect to any
of the Boatmen's Common share certificates outstanding as of the

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Boatmen's Record Date, by such Boatmen's Common share certificates,
with a copy of a Summary of Rights attached thereto.

The Boatmen's Rights Agreement provides that until the Boatmen's
Distribution Date (or earlier redemption or expiration of the
Boatmen's Rights), the Boatmen's Rights will be transferred only with
shares of Boatmen's Common. New Boatmen's Common share certificates
issued after the Boatmen's Record Date, upon transfer or new issuance
of Boatmen's Common, including issuance of shares pursuant to the
Merger, will contain a notation incorporating the Boatmen's Rights
Agreement by reference, and the surrender for transfer of any
certificates for Boatmen's Common outstanding as of the Boatmen's
Record Date, even without such notation or a copy of the Summary of
Rights being attached thereto, will also constitute the transfer of
the Boatmen's Rights associated with the Boatmen's Common shares
represented by such certificate. As soon as practicable following
the Boatmen's Distribution Date, separate certificates evidencing the
Boatmen's Rights (the "Boatmen's Right Certificates") will be mailed
to holders of record of Boatmen's Common as of the close of business
on the Boatmen's Distribution Date and such separate Boatmen's Right
Certificates alone will evidence the Boatmen's Rights.

The Boatmen's Rights are not exercisable until the Boatmen's
Distribution Date. The Boatmen's Rights will expire on August 14,
2000 (the "Final Expiration Date"), unless the Final Expiration Date
is extended or unless the Boatmen's Rights are earlier redeemed by
Boatmen's, in each case as described below.

The Boatmen's Purchase Price payable, and the number of
Preferred Shares or other securities or property issuable, upon
exercise of the Boatmen's Rights are subject to adjustment from time
to time upon the occurrence of certain events in order to prevent
dilution. In addition, the number of outstanding Boatmen's Rights
and the number of one one-hundredths of a Preferred Share issuable
upon exercise of each Boatmen's Right are also subject to adjustment
in the event of a stock split of Boatmen's Common or a stock dividend
on Boatmen's Common payable in shares of Boatmen's Common or
subdivisions, consolidations or combinations of shares of Boatmen's
Common occurring, in any such case, prior to the Boatmen's
Distribution Date.

Preferred Shares purchasable upon exercise of the Boatmen's
Rights will not be redeemable. Each Preferred Share will be entitled
to a minimum preferential quarterly dividend payment of $1.00 per
share and will be entitled to an aggregate dividend of 100 times the
dividend declared on each share of Boatmen's Common. In the event
of liquidation, the holders of the Preferred Shares will be entitled
to a minimum preferential liquidation payment of $100 per share but
will be entitled to an aggregate payment of 100 times the payment
made on each share of Boatmen's Common. Each Preferred Share will
have 100 votes, voting together with the Boatmen's Common shares.
Finally, in the event of any merger, consolidation or other
transaction in which shares of Boatmen's Common are exchanged, each
Preferred Share will be entitled to receive 100 times the amount
received on each share of Boatmen's Common. The Boatmen's Rights are
protected by customary anti-dilution provisions.

Because of the nature of the Preferred Shares' dividend,
liquidation and voting rights, the value of the one-hundredth
interest in a Preferred Share purchasable upon exercise of each
Boatmen's Right should approximate the value of one Boatmen's Common
share.

In the event that Boatmen's is acquired in a merger or other
business combination transaction or fifty percent (50%) or more of
its consolidated assets or earning power are sold, proper provision
will be made

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so that each holder of a Boatmen's Right will thereafter
have the right to receive, upon the exercise thereof at the then
current exercise price of the Boatmen's Right, that number of shares
of common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise price
of the Boatmen's Right. In the event that: (i) any person or group
of affiliated or associated persons becomes the beneficial owner of
twenty percent (20%) or more of the outstanding shares of Boatmen's
Common (unless such person first acquires twenty percent (20%) or
more of the outstanding shares of Boatmen's Common by a purchase
pursuant to a tender offer for all of the Boatmen's Common for cash,
which purchase increases such person's beneficial ownership to eighty
percent (80%) or more of the outstanding shares of Boatmen's Common);
or (ii) during such time as there is a Boatmen's Acquiring Person,
there shall be a reclassification of securities or a recapitalization
or reorganization of Boatmen's or other transaction or series of
transactions involving Boatmen's which has the effect of increasing
by more than one percent (1%) the proportionate share of the
outstanding shares of any class of equity securities of Boatmen's or
any of its subsidiaries beneficially owned by the Boatmen's Acquiring
Person, proper provision will be made so that each holder of a
Boatmen's Right, other than Boatmen's Rights beneficially owned by
the Boatmen's Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of
shares of Boatmen's Common having a market value of two times the
exercise price of the Boatmen's Right.

At any time after the acquisition by a Boatmen's Acquiring
Person of beneficial ownership of twenty percent (20%) or more of the
outstanding shares of Boatmen's Common, and prior to the acquisition
by such Boatmen's Acquiring Person of fifty percent (50%) or more of
the outstanding shares of Boatmen's Common, the Board of Directors
of Boatmen's may exchange the Boatmen's Rights (other than Boatmen's
Rights owned by such person or group which have become void), in
whole or in part, at an exchange ratio of one share of Boatmen's
Common per Boatmen's Right (subject to adjustment).

With certain exceptions, no adjustment in the Boatmen's Purchase
Price will be required until cumulative adjustments require an
adjustment of at least one percent (1%) of the Boatmen's Purchase
Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a
Preferred Share and which may, at the election of Boatmen's, be
evidenced by depositary receipts) and in lieu thereof, an adjustment
in cash will be made based on the market price of the shares of
Boatmen's Common on the last trading day prior to the date of
exercise.

At any time prior to the acquisition by a Boatmen's Acquiring
Person of beneficial ownership of twenty percent (20%) or more of the
outstanding shares of Boatmen's Common, the Boatmen's Board of
Directors may redeem the Boatmen's Rights in whole, but not in part,
at a price of $0.01 per Boatmen's Right (the "Boatmen's Redemption
Price"). The redemption of the rights may be made effective at such
time, on such basis, and with such conditions as the Board of
Directors of Boatmen's in its sole discretion may establish.

In addition, if a bidder who does not beneficially own more than
one percent (1%) of the shares of Boatmen's Common and all other
voting shares of Boatmen's (together the "Voting Shares") (and who
has not within the past year owned in excess of one percent (1%) of
the Voting Shares and, at a time he held a greater than one percent
(1%) stake, disclosed, or caused the disclosure of, an intention
which relates to or would result in the acquisition or influence of
control of Boatmen's) proposes to acquire all of the Voting Shares
for cash at a price which a nationally recognized investment banker
selected by such bidder states in writing is fair, and such bidder
has obtained written financing commitments (or otherwise has
financing) and complies with certain procedural requirements, then
Boatmen's, upon the request of the bidder, will hold

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a special shareholders meeting to vote on a resolution requesting the Board
of Directors to accept the bidder's proposal. If a majority of the
outstanding shares entitled to vote on the proposal vote in favor of
such resolution, then for a period of 60 days after such meeting the
Boatmen's Rights will be automatically redeemed at the Boatmen's
Redemption Price immediately prior to the consummation of any tender
offer for all of such shares at a price per share in cash equal to
or greater than the price offered by such bidder; provided, however,
that no redemption will be permitted or required after the
acquisition by any person or group of affiliated or associated
persons of beneficial ownership of twenty percent (20%) or more of
the outstanding shares of Boatmen's Common. Immediately upon any
redemption of the Boatmen's Rights, the right to exercise the
Boatmen's Rights will terminate and the only right of the holders of
Boatmen's Rights will be to receive the Boatmen's Redemption Price.

The terms of the Boatmen's Rights may be amended by the Board of
Directors of Boatmen's without the consent of the holders of the
Boatmen's Rights, including an amendment to lower certain thresholds
described above to not less than the greater of: (i) any percentage
greater than the largest percentage of the outstanding shares of
Boatmen's Common then known to Boatmen's to be beneficially owned by
any person or group of affiliated or associated persons; or (ii) ten
percent (10%), except that from and after such time as any person
becomes a Boatmen's Acquiring Person no such amendment may adversely
affect the interests of the holders of the Boatmen's Rights.

Until a Boatmen's Right is exercised, the holder thereof, as
such, will have no rights as a shareholder of Boatmen's, including,
without limitation, the right to vote or to receive dividends.

Worthen does not have a shareholder rights plan.

DISSENTERS' RIGHTS

Under the Missouri Corporate Law, a shareholder of a corporation
is entitled to receive payment for the fair value of his shares if
such shareholder dissents from a sale or exchange of substantially
all of the property and assets of the corporation, or a merger or
consolidation to which such corporation is a party. A shareholder
is also entitled to receive payment for the fair value of his or her
shares if such shareholder dissents from according voting rights to
"control shares" in a control share acquisition, as further described
below. Because Boatmen's is not merging directly with Worthen,
Boatmen's shareholders will not be entitled to assert such rights in
connection with the Merger.

Under the Arkansas Corporate Law, a shareholder of an Arkansas
corporation is entitled to receive payment for the fair value of his
or her shares under certain circumstances, including the Merger. See
"THE MERGER -- Dissenters' Rights."

TAKEOVER STATUTES

The Missouri Corporate Law contains provisions regulating a
broad range of business combinations, such as a merger or
consolidation, between a Missouri corporation with shares of its
stock registered under the federal securities laws, or a corporation
that makes an election, and an "interested shareholder" (which is
defined as any owner of twenty percent (20%) or more of the
corporation's stock) for five years after the date on which such
shareholder became an interested shareholder, unless the stock
acquisition which caused

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the person to become an interested shareholder was approved in advance
by the corporation's board of directors. This so-called "five year
freeze" provision is effective even if all the parties should
subsequently decide that they wish to engage in a business
combination. The Missouri Corporate Law also contains a "control
share acquisition" provision which effectively denies voting rights
to shares of a Missouri corporation acquired in control share
acquisitions unless a resolution granting such voting rights is
approved at a meeting of shareholders by affirmative majority vote of:
(i) all outstanding shares entitled to vote at such meeting voting by
class if required by the terms of such shares; and (ii) all outstanding
shares entitled to vote at such meeting voting by class if required by
the terms of such shares, excluding all interested shares. A control
share acquisition is one by which a purchasing shareholder acquires more
than one-fifth, one-third, or a majority, under various circumstances,
of the voting power of the stock of an "issuing public corporation." An
"issuing public corporation" is a Missouri corporation with: (i) one
hundred or more shareholders; (ii) its principal place of business,
principal office or substantial assets in Missouri; and (iii) either (a)
more than ten percent (10%) of its shareholders resident in Missouri;
(b) more than ten percent (10%) of its shares owned by Missouri
residents; or (c) 10,000 shareholders resident in Missouri. Boatmen's
meets the statutory definition of an issuing public corporation. If a
control share acquisition should be made of a majority or more of the
corporation's voting stock, and those shares are granted full voting
rights, shareholders are granted dissenters' rights.

The Arkansas Investor Protection Takeover Act makes it unlawful,
subject to certain exceptions, one of which is applicable to the
Merger, for any person to make a takeover offer involving a target
company in Arkansas or to acquire any equity securities of a target
company pursuant to a takeover offer unless the offer is effective
under the Arkansas Investor Protection Takeover Act or exempted. To
be effective, the offeror must file with the Arkansas Securities
Commissioner a registration statement and any other documents
requested. The Arkansas Investor Protection Takeover Act also
provides the following restrictions on takeover offers: (i) an
offeror is prohibited from making a takeover offer which is not made
to the security holders in Arkansas on substantially the same terms
as the offer is made to the other holders outside Arkansas;
(ii) securities of a target company deposited pursuant to a takeover
offer may be withdrawn by an offeree any time within seven days from
the date the offer becomes effective or after 60 days from the date
the offer became effective; (iii) a takeover offer may not be less
than ten days in duration; (iv) if an offeror makes a takeover offer
for less than all the outstanding securities of a class and the
number of securities deposited within ten days after the offer
becomes effective is greater than the number the offeror offered to
accept, the securities must be accepted on a pro rata basis; (v) if
an offeror increases the consideration for the takeover offer before
it expires, the offeror must pay the increased consideration for all
securities accepted before and after the variation; (vi) no offeror
may make a takeover offer for a target company in Arkansas at any
time an administrative or injunctive proceeding has been brought by
the commissioner against the offeror for an anti-fraud violation.

LIABILITY OF DIRECTORS; INDEMNIFICATION

In accordance with the Missouri Corporate Law, and pursuant to
its Restated Articles of Incorporation, Boatmen's will indemnify its
directors and certain of its executive officers, and may indemnify
other employees or agents as it deems appropriate, against reasonably
incurred liabilities arising from any actual or threatened, pending
or completed action, suit, or proceeding by reason of the fact that
the indemnified person was a director, officer, employee or agent of
Boatmen's, or is or was serving at the request of Boatmen's as a
director, officer, employee, or agent of another entity or
enterprise, provided the indemnified person acted in good faith and
in a manner he reasonably believed to be in or not opposed to

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the best interests of Boatmen's. With respect to any criminal action or
proceeding, the indemnified person must have had no reasonable cause
to believe his conduct was unlawful. In the case of an action or
suit by or in the right of Boatmen's, Boatmen's may not indemnify any
person against judgments or fines, or as to any claim, matter, or
issue as to which such person has been adjudged to be liable for
negligence or misconduct in the performance of his duty to Boatmen's,
unless and only to the extent that the court in which the action or
suit was brought determines upon application that such person is
fairly and reasonably entitled to indemnity for proper expenses.
Unless ordered by a court, indemnification of a director, officer,
employee or agent of the corporation is only proper if a
determination is made that such person met the applicable standard
of conduct required. Such a determination must be made by the board
of directors by a majority vote of a quorum of non-party directors,
or if such a quorum is not obtainable, or even if obtainable, a
quorum of disinterested directors directs, by independent legal
counsel in a written opinion, or by the shareholders. A corporation
may pay expenses incurred in defending a civil or criminal action,
suit or proceeding in advance of the final disposition of said
action, suit or proceeding upon the authorization of the board of
directors which will so authorize upon the receipt of an undertaking
on behalf of the director, officer, employee or agent to repay such
amount unless it ultimately be determined that he or she is entitled
to be indemnified as authorized under the Missouri Corporate Law.
Boatmen's Restated Articles of Incorporation also provide, as
permitted by the Missouri Corporate Law, for additional
indemnification for persons indemnifiable under the Missouri
Corporate Law provided no such person shall thereby be indemnified
against conduct which was finally adjudged to have been knowingly
fraudulent, deliberately dishonest, or willful misconduct. The
Missouri Corporate Law also provides that to the extent a director,
officer, employee or agent of a Missouri corporation has been
successful in the defense of any action, suit or proceeding or any
claim, issue or matter therein, such corporation must indemnify such
person for expenses, including attorneys' fees, actually and
reasonably incurred in connection with such action, suit or
proceeding.

The Arkansas Corporate Law provides that a corporation is
authorized to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or
completed action, suit or proceeding because he or she is or was a
director, officer, employee, or agent of a corporation or is or was
serving at the request of the corporation as a director, officer,
employee, or agent of another enterprise if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation. With respect to
any criminal action or proceeding, a director must have had no
reasonable cause to believe his or her conduct was unlawful in order
to be indemnified. To the extent that a director, officer, employee
or agent has been successful in defending any action, suit or
proceeding or in defense of any claim, issue, or matter therein, he
or she must be indemnified against expenses actually and reasonably
incurred by him or her in connection therewith. With respect to any
party being made a party to a threatened, pending or completed action
or suit by or in the right of the corporation because such party was
a director, officer, agent or employee of the corporation, the
corporation may not provide any indemnification with respect to any
claim, issue or matter as to which such person is adjudged to be
liable to the corporation unless the court of chancery or the court
in which the action or suit was brought determines that despite the
adjudication of liability and in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for
such expenses. A determination that indemnification of a director,
officer, employee or agent is proper because he or she has met the
applicable standard of conduct must be made prior to indemnification:
(i) by the board of directors of a majority vote of a quorum
consisting of non-party directors, or (ii) if such a quorum is not
obtainable, or even if obtainable but a quorum of disinterested
directors so directs, by independent legal counsel in a written
opinion, or (iii) by the shareholders. A corporation may pay in
advance expenses incurred by an officer or director defending a
criminal or civil action, suit or proceeding provided the director
provides an

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undertaking that such director or officer will repay such
amount if it is ultimately determined that he or she is not entitled
to be indemnified. The indemnification and advances provided by the
Arkansas Corporate Law are not deemed exclusive of other rights which
those seeking indemnification or advances may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors,
or otherwise.

Worthen's Articles of Incorporation provide that directors will
not be liable to Worthen or its shareholders for monetary damages for
breach of fiduciary duty as a director to the fullest extent
permitted by the Arkansas Corporate Law.

The Bylaws of Worthen provide that every person who was or is a
party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he is or was a director
or officer of Worthen or is or was serving at the request of Worthen
as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust, or other
enterprise, shall be indemnified and held harmless to the fullest
extent legally permissible under the Arkansas Corporate Law against
all expenses, liabilities and losses (including attorneys' fees,
judgments, fines and amounts paid or to be paid in settlement)
reasonably incurred or suffered by him in connection therewith. The
Bylaws further provide that the Board may cause the Corporation to
purchase and maintain insurance on behalf of any person who is or was
a director or officer of the Corporation, or is or was serving at the
request of the Corporation as a director or officer of another
corporation, or as its representative in a partnership, joint
venture, trust or other enterprise against any liability asserted
against such person and incurred in any such capacity or arising out
of such status, whether or not the Corporation would have power to
indemnify such person. The Bylaws also provide that expenses
incurred by a director or officer of the Corporation in defending a
civil or criminal action, suit or proceeding by reason of the fact
that he is, or was, a director or officer of the Corporation (or was
serving at the Corporation's request as a director or officer of
another corporation, or as its representative in a partnership, joint
venture, trust or other enterprise) shall be paid by the Corporation
in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking, by, or on behalf of, such
person to repay such amount if it shall ultimately be determined that
he is not entitled to be indemnified by the Corporation as authorized
by relevant provisions of the Arkansas Corporate Law.

CONSIDERATION OF NON-SHAREHOLDER INTERESTS

The Missouri Corporate Law provides that in exercising business
judgment in consideration of acquisition proposals, a Missouri
corporation's board of directors may consider the following factors,
among others: (i) the consideration being offered, (ii) the existing
political, economic, and other factors bearing on security prices
generally, or the corporation's securities in particular,
(iii) whether the acquisition proposal may violate any applicable
laws, (iv) social, legal and economic effects on employees,
suppliers, customers and others having similar relationships with the
corporation, and the communities in which the corporation conducts
its businesses, (v) the financial condition and earning prospects of
the person making the acquisition proposal, and (vi) the competence,
experience and integrity of the person making the acquisition
proposal.

Neither the Arkansas Corporate Law nor the Articles of
Incorporation or Bylaws of Worthen contain provisions regarding the
consideration of non-shareholder interests.

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CERTAIN PROVISIONS OF THE MERGER AGREEMENT

The following summary of certain provisions of the Merger
Agreement is qualified in its entirety by reference to the full text
thereof, which is incorporated by reference herein and attached as
Appendix A to this Proxy Statement/Prospectus.

THE MERGER

The Merger Agreement provides that, subject to the satisfaction
or waiver of the conditions set forth therein, AcquisitionCo will
merge with and into Worthen (which will be the surviving entity).
If the Merger Agreement is approved by the shareholders of Worthen
and the other conditions to the Merger are satisfied or waived, the
Merger will become effective upon the filing of the Articles of
Merger with the Secretary of State of the State of Arkansas. At the
Effective Time, each share of Worthen Common issued and outstanding
(other than shares held by any shareholder exercising dissenters'
rights or shares held by Worthen or its subsidiaries other than in
a fiduciary or similar capacity) will be converted into one (1) share
of Boatmen's Common (together with any rights attached thereto under
or by virtue of the Rights Agreement between Boatmen's and Boatmen's
Trust Company, and any cash payable in lieu of fractional share
interests, as described below, the "Merger Consideration"). A
section of the Merger Agreement provides that if, prior to the
Effective Time, Boatmen's should split or combine Boatmen's Common,
or pay a stock dividend or other non-cash distribution on Boatmen's
Common, then the number of shares of Boatmen's Common to be issued
to Worthen shareholders will be appropriately adjusted to reflect
such split, combination, dividend or other distribution. In lieu of
the issuance of fractional shares of Boatmen's Common, Worthen
shareholders will receive a cash payment equal to the fractional
interest which they would otherwise receive multiplied by the closing
price of a share of Boatmen's Common as reported on Nasdaq on the
business day immediately preceding the date on which the Effective
Time occurs.

EXCHANGE OF CERTIFICATES

As soon as reasonably practicable after the Effective Time, the
Exchange Agent will mail to each record holder of a certificate or
certificates which immediately prior to the Effective Time
represented shares of Worthen Common (such certificates, other than
certificates held by dissenting shareholders, are collectively
referred to herein as the "Certificates"), a form letter of
transmittal (which will specify that delivery will be effected, and
risk of loss and title to the Certificates will pass, only upon
proper delivery of the Certificates to the Exchange Agent and will
be in such form and have such other provisions as Boatmen's may
reasonably specify) and instructions for use in effecting the
exchange of the Certificates for the Merger Consideration.
SHAREHOLDERS OF WORTHEN ARE REQUESTED NOT TO SURRENDER THEIR
CERTIFICATES FOR EXCHANGE UNTIL SUCH LETTER OF TRANSMITTAL AND
INSTRUCTIONS ARE RECEIVED. Upon surrender to the Exchange Agent of
Certificates, together with a duly executed letter of transmittal and
any other required documents, the holder of such Certificates will
be entitled to receive in exchange therefor a certificate for the
number of whole shares of Boatmen's Common to which such holder is
entitled and a check in payment of any cash due in lieu of a
fractional share interest.

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REPRESENTATIONS AND WARRANTIES OF THE PARTIES

The Merger Agreement contains various representations and
warranties of the parties thereto. These include, among other
things, representations and warranties by Worthen, except as
otherwise disclosed to Boatmen's, as to: (i) its organization and
good standing; (ii) its capitalization; (iii) the due authorization
and execution of the Merger Agreement; (iv) the identity and
ownership of its subsidiaries; (v) the accuracy of its financial
statements and filings with the S.E.C. and filings of Worthen
National Bank of Arkansas, its lead bank, with the Office of the
Comptroller of the Currency; (vi) the absence of material adverse
changes in the financial condition, results of operations or business
of Worthen and its subsidiaries, taken as a whole, as well as the
financial condition, results of operation or the business of
Worthen's subsidiaries; (vii) the absence of certain orders,
agreements or memoranda of understanding between Worthen and its
subsidiaries and any federal or state agency charged with the
supervision or regulation of banks or bank holding companies;
(viii) the filing of tax returns and payment of taxes; (ix) the
absence of material pending or threatened litigation or other such
actions; (x) agreements with employees, including employment
agreements; (xi) certain reports required to be filed with various
regulatory agencies; (xii) its loan portfolio; (xiii) employee
matters and ERISA; (xiv) title to its properties, the absence of
liens (except as specified) and insurance matters; (xv) environmental
matters; (xvi) compliance with applicable laws and regulations;
(xvii) the absence of brokerage commissions or similar finder's fees
(except as specified) in connection with the Merger; and (xviii) the
accuracy of information supplied by Worthen or its subsidiaries in
connection with the Registration Statement, this Proxy Statement/
Prospectus and any other documents to be filed with the S.E.C.,
Nasdaq, AMEX or any banking or other regulatory authority in
connection with the transactions contemplated by the Merger
Agreement.

Boatmen's and AcquisitionCo's representations and warranties
include, among other things, those as to: (i) organization and good
standing; (ii) capitalization; (iii) the due authorization and
execution of the Merger Agreement by each of Boatmen's and
AcquisitionCo, and the absence of the need (except as specified) for
governmental or third party consents to the Merger;
(iv) subsidiaries of Boatmen's; (v) the accuracy of Boatmen's
financial statements and filings with the S.E.C.; (vi) the absence
of material adverse changes in the financial condition, results of
operations or business of Boatmen's and its subsidiaries; (vii) the
absence of material pending or threatened litigation or other such
actions; (viii) certain reports required to be filed with various
regulatory agencies; (ix) compliance with applicable laws and
regulations; and (x) the accuracy of information supplied by
Boatmen's and AcquisitionCo in connection with the Registration
Statement, this Proxy Statement/Prospectus and any other documents
to be filed with the S.E.C., Nasdaq, AMEX or any banking or other
regulatory authority in connection with the transactions contemplated
by the Merger Agreement.

CONDITIONS TO THE CONSUMMATION OF THE MERGER

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the Merger; (iv) all necessary regulatory approvals and consents required to
consummate the Merger will have been obtained and all waiting periods in
respect thereof will have expired; (v) each party will have received all
required documents from the other party; (vi) the Registration
Statement relating to the Boatmen's Common to be issued pursuant to
the Merger will have become effective, and no stop order suspending
the effectiveness of the Registration Statement will have been issued
and no proceedings for that purpose will have been initiated or
threatened by the S.E.C. or any state security agency; and (vii) each
party will have received an opinion of counsel that the Merger will
be treated for federal income tax purposes as a "reorganization"
within the meaning of Section 368(a) of the Code.

The obligations of Boatmen's, AcquisitionCo and Worthen to
effect the Merger are further subject to the condition that Boatmen's
and Worthen will have received a letter from Ernst & Young LLP to the
effect that the Merger qualifies for "pooling of interests"
accounting treatment.

REGULATORY APPROVALS

The Merger is subject to the prior approval of the Federal
Reserve, the Arkansas Banking Department and the Texas Department of
Banking. Boatmen's has filed all necessary regulatory applications
required to consummate the Merger: on October 7, 1994, the
application to the Federal Reserve was filed; on [----------, 1994],
the application to the Arkansas Banking Department was filed; and on
[-----------, 1994], the application to the Texas Department of
Banking was filed. Acquisitions subject to Federal Reserve approval
under the Bank Holding Company Act of 1956, such as the Merger, may
not be consummated until thirty (30) days after the date of the
approval by the Federal Reserve, during which period the United
States Department of Justice may in its discretion intervene to
challenge the transaction under the antitrust laws.

CERTAIN OTHER AGREEMENTS

Business of Worthen in Ordinary Course. Pursuant to the Merger
--------------------------------------
Agreement, Worthen has agreed, among other things, that it will
conduct its business and the business of its subsidiaries and engage
in transactions only in the usual, regular and ordinary course as
previously conducted, and that neither it nor its subsidiaries will,
without the prior written consent of Boatmen's (which shall not be
unreasonably withheld): (i) issue additional Worthen Common or other
capital stock, options, warrants or other rights to subscribe for or
purchase Worthen Common or any other capital stock or any other
securities convertible into or exchangeable for any capital stock
(except for the issuance of Worthen Common pursuant to the exercise
of previously outstanding Worthen Stock Options); (ii) directly or
indirectly redeem, purchase or otherwise acquire Worthen Common or
any other capital stock; (iii) effect a reclassification,
recapitalization, splitup, exchange of shares, readjustment or other
similar change in any Worthen capital stock or otherwise reorganize
or recapitalize; (iv) change its certificate or articles of
incorporation or association, as the case may be, or bylaws;
(v) grant any increase (other than ordinary and normal increases
consistent with past practices) in the compensation payable or to
become payable to officers or salaried employees, grant any stock
options or stock appreciation rights or, except as required by law,
adopt or change any bonus, insurance, pension, or other employee
plan, agreement, payment or arrangement made to, for or with any such
officers or employees; (vi) borrow or agree to borrow any amount of
funds other than in the ordinary course of business; (vii) make or
commit to make any new loan or letter of credit or any new or
additional discretionary advance under any existing line of credit,
in excess of $2,000,000, or that would increase the

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aggregate credit outstanding to any one borrower to more than $15,000,000;
(viii) purchase or otherwise acquire any investment security for its
own account having an average remaining life maturity greater than
five years or any asset-backed securities other than those issued or
guaranteed by the Government National Mortgage Association, the
Federal National Mortgage Association or the Federal Home Loan
Mortgage Corporation; (ix) increase or decrease the rate of interest
paid on time deposits or certificates of deposit except in accordance
with past practices; (x) enter into any agreement, contract or
commitment having a term in excess of three (3) months (except for
leases of real property on reasonable terms and conditions, whether
as lessor or lessee, with respect to which Worthen will consult with
Boatmen's) other than letters of credit, loan agreements, and other
lending, credit and deposit agreements and documents made in the
ordinary course of business; (xi) except in the ordinary course of
business, place on any of its assets or properties any mortgage,
pledge, lien, charge or other encumbrance; (xii) cancel, accelerate
or waive any material indebtedness, claims or rights owing to Worthen
or its subsidiaries except in the ordinary course of business;
(xiii) sell or otherwise dispose of any real property or any material
amount of personal property other than property acquired in
foreclosure or otherwise in the ordinary collection of indebtedness;
(xiv) foreclose or otherwise take title to or possess any real
property, other than single family, non-agricultural residential
property of one acre or less, without first obtaining a phase one
environmental report which indicates that the property is free of
hazardous, toxic or polluting waste materials; (xv) commit any act
or fail to do any act which will result in a material breach of any
agreement, contract or commitment, (xvi) violate any law, statute,
rule, governmental regulation or order, which will adversely affect
the business, financial condition or results of operations of Worthen
or its subsidiaries taken as a whole; (xvii) purchase any real or
personal property or make any capital expenditure in excess of
$1,000,000; or (xviii) engage in any transaction or take any action
that would render untrue in any material respect any of the
representations and warranties made by Worthen in the Merger
Agreement, if such representations or warranties were given as of the
date of such transaction or action.

Additional Worthen Reserves, Accruals, Charges, and Expenses.
------------------------------------------------------------
The Merger Agreement acknowledges that while Worthen has established
all reserves and taken all provisions for possible loan losses
required by generally accepted accounting principles and applicable
laws, rules and regulations, Boatmen's has adopted different loan,
accrual and reserve policies (including different loan
classifications and levels of reserves for possible loan losses).
Accordingly, the Merger Agreement provides that Boatmen's and Worthen
will consult and cooperate with each other prior to the Effective
Time: (i) to conform Worthen's loan, accrual and reserve policies to
those of Boatmen's; (ii) to determine appropriate accruals, reserves,
and charges for Worthen to establish and take in respect of excess
equipment, write-off or write-down of various assets, and other
appropriate charges and accounting adjustments taking into account
the parties' business plans following the Merger; and (iii) to
determine the amount and the timing for recognizing for financial
accounting purposes the expenses of the Merger and the nonrecurring
charges related to or to be incurred in connection with the Merger.
Worthen has agreed to establish and take all such reserves, accruals,
and charges and recognize, for financial accounting purposes, such
expenses and charges, as requested by Boatmen's and at such times as
are mutually agreeable to Boatmen's and Worthen, provided, however,
that Worthen is not required to take any action which is not
consistent with generally accepted accounting principles, and
provided further, however, that if such reserves, accruals and
charges are to be taken as at or prior to December 31, 1994 and the
Closing Date is to occur thereafter, Boatmen's must as a condition
thereto certify that the regulatory approval and environmental
inspection conditions to its obligation to consummate the Merger have
been satisfied or waived, and Boatmen's and Worthen shall have
mutually agreed by January 15, 1995 to the scheduling of the Closing
Date to be not later than February 15, 1995. Any such Merger related
accruals, reserves and charges are not expected to be material to
Boatmen's.

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<PAGE> 65

Environmental Inspections and Other Worthen Agreements. Worthen
------------------------------------------------------
has agreed to provide Boatmen's, not later than sixty (60) days after
the date of the Merger Agreement or ten (10) days after the
acquisition or lease of any new property, a report of a phase one
environmental investigation on certain real property owned or leased
by Worthen or its subsidiaries (which does not include space in
retail and similar establishments leased by Worthen for automatic
teller machines or branch bank facilities where the space leased
comprises less than twenty percent (20%) of the total space leased
to all tenants of such property) and, if required by the phase one
investigation in Boatmen's reasonable opinion, a report of a phase
two investigation on properties requiring such additional study.
Environmental investigations routinely are conducted by Boatmen's in
connection with transactions involving the acquisition of real
property, whether pursuant to the acquisition of a bank or other
business or in its ongoing business operations. These investigations
are intended to identify and quantify potential environmental risks
of ownership, such as contamination, which could lead to liability
for clean-up costs under the federal Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, and
other applicable laws. A "phase one" investigation is an initial
environmental inquiry intended to identify areas of concern which
might require more in-depth assessment. The scope of a phase one
investigation varies depending on the environmental consultant
utilized and the property assessed, but will typically include:
(i) visual inspection of the property; (ii) review of governmental
records to ascertain the presence of such things as "Superfund"
sites, underground storage tanks or landfills, etc. on or near the
site; (iii) review of all relevant site records such as air or water
discharge permits and hazardous waste manifests; and (iv) research
regarding previous owners and uses of the property as well as those
of surrounding properties. In bank or other business acquisition
transactions, Boatmen's policy is to obtain phase one environmental
investigations of real property to ensure that environmental problems
do not exist which could result in unacceptably high or
unquantifiable risk to Boatmen's and its shareholders.

Other Worthen Agreements. In addition, Worthen has agreed to:
------------------------
(i) give Boatmen's prompt written notice of any occurrence, or
impending or threatened occurrence, of any event or condition which
would cause or constitute a breach of any of Worthen's
representations or agreements in the Merger Agreement or of the
occurrence of any matter or event known to and directly involving
Worthen (not including changes in conditions that affect the banking
industry generally) that is materially adverse to the business,
operations, properties, assets or condition (financial or otherwise)
of Worthen and its subsidiaries taken as a whole; (ii) use its best
efforts to obtain all necessary consents in any material leases,
licenses, contracts, instruments and rights which require the consent
of another person for their transfer or assumption pursuant to the
Merger; (iii) use its best efforts to perform and fulfill all
conditions and obligations to be performed or fulfilled under the
Merger Agreement and to effect the Merger; and (iv) permit Boatmen's
reasonable access to Worthen's properties and to disclose and make
available all books, documents, papers and records relating to
assets, stock ownership, properties, operations, obligations, benefit
plans and liabilities in which Boatmen's may have a reasonable and
legitimate interest in furtherance of the transactions contemplated
by the Merger Agreement.

Boatmen's Agreements. Pursuant to the Merger Agreement,
--------------------
Boatmen's has agreed, among other things, to: (i) file all regulatory
applications required in order to consummate the Merger and to
provide Worthen with copies of all such applications; (ii) file the
Registration Statement with the S.E.C. and use its best efforts to
cause the Registration Statement to become effective; (iii) timely
file all documents required to list on Nasdaq the shares of Boatmen's
Common to be issued pursuant to the Merger and to obtain all
necessary Blue Sky permits and approvals; (iv) prepare and file any
application required and any filings required under the Exchange Act
relating to the Merger and related transactions; (v) promptly notify
Worthen in writing should Boatmen's have knowledge of any event or
condition which would cause or

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<PAGE> 66
constitute a failure of any condition precedent to either party's obligations
to effect the Merger or a material breach of any of its representations or
agreements contained in the Merger Agreement; (vi) use its best efforts to
perform and fulfill all conditions and obligations to be performed or
fulfilled under the Merger Agreement and to effect the Merger; and (vii)
permit Worthen reasonable access to all books, documents, papers and records
relating to the assets, stock ownership, properties, operations,
obligations and liabilities of Boatmen's in which Worthen may have
a reasonable and legitimate interest in furtherance of the
transactions contemplated in the Merger Agreement. In addition, the
Merger Agreement states that Boatmen's shall provide certain employee
benefit plans and programs to the employees of Worthen who continue
their employment after the Effective Time. See "THE MERGER--Effect
on Employee Benefit and Stock Plans."

NO SOLICITATION

The Merger Agreement provides that, unless and until the Merger
Agreement has been terminated, Worthen will not solicit, encourage
or, subject to the fiduciary duties of the directors of Worthen, hold
discussions or negotiations with, or provide information to, any
person in connection with any proposal from any person relating to
the acquisition of all or a substantial portion of the business,
assets or stock of Worthen or any of its subsidiaries. Worthen is
required to promptly (within twenty-four hours) advise Boatmen's of
its receipt of any such proposal or inquiry.

DIVIDENDS

Pursuant to the Merger Agreement, Worthen has agreed not to
declare or pay any dividends, or to make any other distribution to
shareholders, except that Worthen may declare and pay its regular
quarterly dividend on the Worthen Common in an amount not to exceed
$0.15 per share at approximately the same time during each quarter
which it has historically declared and paid such dividend except that
Boatmen's and Worthen have agreed to coordinate the record and
payment dates for the quarter in which the Effective Time occurs such
that the Worthen shareholders shall receive a quarterly dividend from
either Worthen or Boatmen's but not both with respect to such quarter.

INDEMNIFICATION AND INSURANCE

The Merger Agreement provides that Boatmen's will provide the
directors and officers of Worthen and its subsidiaries, after the
Merger, with the same directors' and officers' liability insurance
coverage that Boatmen's provides to directors and officers of its
other banking subsidiaries generally. In addition, the Merger
Agreement provides that for a period of ten years after the Effective
Time, Boatmen's will cause the surviving corporation in the Merger
to indemnify, defend and hold harmless the present and former
directors, officers, employees and agents of Worthen and its
subsidiaries against all losses, expenses, attorneys' fees, claims,
damages or liabilities arising out of their status as such officer,
director, employee or agent for actions or omissions occurring prior
to the Effective Time, to the fullest extent permitted under the
Arkansas Corporate Law and by Worthen's Articles of Incorporation and
Bylaws as in effect on the date of the Merger Agreement, including
provisions relating to advances of expenses incurred in the defense
of any action or suit.

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<PAGE> 67

WAIVER AND AMENDMENT

Prior to or at the Effective Time, any provision of the Merger
Agreement, including, without limitation, the conditions to
consummation of the Merger, may be (i) waived, to the extent
permitted under law, in writing by the party which is entitled to the
benefits thereof; or (ii) amended at any time by written agreement
of the parties, whether before or after the Special Meeting;
provided, however, that the provisions relating to the conversion of
the shares of Worthen Common into shares of Boatmen's Common would
not be amended after the Special Meeting unless approval of Worthen
shareholders entitled to vote on the Merger were resolicited. It is
anticipated that a condition to the obligations of Worthen and
Boatmen's to consummate the Merger would be waived only in those
circumstances where the Board of Directors of Worthen or Boatmen's,
as the case may be, deems such waiver to be in the best interests of
such company and its shareholders.

TERMINATION OR ABANDONMENT

The Merger Agreement may be terminated at any time prior to the
Effective Time: (i) by either party if the Merger is not consummated
on or prior to August 18, 1995; (ii) if any regulatory application
filed in connection with the Merger is finally denied or disapproved
by the respective regulatory authority; (iii) by mutual agreement of
Boatmen's and Worthen (regardless of whether approval of the Merger
Agreement and the Merger by the shareholders of Worthen shall have
been previously obtained); (iv) by Boatmen's or Worthen in the event
of a breach by the other of any of its representations and warranties
or agreements under the Merger Agreement not cured within thirty (30)
days after notice to cure such breach is given to the breaching party
by the non-breaching party; (v) by either party in the event all the
conditions to its obligations are not satisfied or waived (and not
cured within any applicable cure period); (vi) by Boatmen's in the
event that Worthen or any of its subsidiaries become a party or
subject to any new or amended written agreement, memorandum of
understanding, cease and desist order, imposition of civil money
penalties or other regulatory enforcement action or proceeding with
any federal or state agency charged with the supervision or
regulation of banks or bank holding companies after the date of the
Merger Agreement which is material to the financial condition,
results of operations or business of Worthen and its subsidiaries
taken as a whole; (vii) by Boatmen's if the environmental inspection
reports on all real property of Worthen and its subsidiaries provided
to Boatmen's by Worthen pursuant to the Merger Agreement discloses
any contamination or presence of hazardous wastes the estimated
clean-up cost of which exceeds $10 million, as reasonably estimated
by an environmental expert retained for such purpose by Boatmen's and
reasonably acceptable to Worthen, or if the cost of such actions and
measures cannot be so reasonably estimated by such expert with any
reasonable degree of certainty; provided, however, that Boatmen's
must exercise such termination right within fifteen (15) business
days following receipt of such estimate or indication that the cost
of such actions and measures cannot be so reasonably estimated and
provided further that termination of the Merger Agreement shall be
Boatmen's sole remedy in such event; (viii) by Worthen in the event
of a superior transaction as described herein;and (ix) by either
party if the Merger Agreement and the Merger are not approved by the
requisite vote of the shareholders of Worthen at the Special Meeting.

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<PAGE> 68

TERMINATION FEE

OCCURRENCE OF TRIGGERING EVENT

The Merger Agreement provides that upon the occurrence of one or
more Triggering Events (as described herein), Worthen must pay to
Boatmen's the sum of Eighteen Million Dollars ($18,000,000).

SUPERIOR TRANSACTION

The Merger Agreement provides that Worthen may terminate the
Merger Agreement if a qualified and financially capable person or
entity makes a bona fide proposal or offer to Worthen to effect a
merger, consolidation or similar transaction with Worthen, to acquire
from Worthen securities representing twenty percent (20%) or more of
the voting power of Worthen or to acquire subsidiaries or assets of
Worthen representing fifteen percent (15%) or more of the
consolidated assets of Worthen and its subsidiaries and, without
causing a breach of any agreement of Worthen, the Worthen Board of
Directors reasonably determines in its good faith judgment and in
exercise of its fiduciary duties, that such acquisition proposal is
more favorable to the Worthen shareholders than the Merger Agreement
from a financial point of view and that failure to terminate the
Merger Agreement and accept such alternative acquisition proposal
would constitute a breach of fiduciary duties. If Worthen terminates
the Merger Agreement based on such superior transaction, Worthen must
pay to Boatmen's within two (2) business days of such termination the
sum of Eighteen Million Dollars ($18,000,000), as an alternative to,
not in addition to, the termination fee resulting from the occurrence
of a Triggering Event as described herein.

EXPENSES AND FEES

In the event the Merger Agreement is terminated or the Merger is
abandoned, all costs and expenses incurred in connection with the
Merger Agreement will be paid by the party incurring such costs and
expenses, and no party shall have any liability to the other party
for costs, expenses, damages or otherwise, except that: (i) in the
event the Merger Agreement is terminated on account of a willful
breach, the non-breaching party is entitled to seek damages against
the breaching party; and (ii) in the event the Merger Agreement is
terminated for any reason other than a breach of a representation,
warranty or covenant of

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<PAGE> 69
Worthen or for failure of the Worthen stockholders to approve the Merger at
the Special Meeting, Boatmen's shall reimburse Worthen, within three days of
such termination, for the cost of any reports of phase one environmental
investigations required to be delivered by Worthen to Boatmen's pursuant to
the Merger Agreement.

LEGAL OPINION

The legality of the securities offered hereby will be passed
upon by Lewis, Rice & Fingersh. Partners of Lewis, Rice & Fingersh
and attorneys employed by them owned, directly or indirectly, as of
- ---------, 1994, ------ shares of Boatmen's Common.

EXPERTS

INDEPENDENT AUDITORS FOR BOATMEN'S BANCSHARES, INC.

The consolidated financial statements of Boatmen's incorporated
by reference in Boatmen's Annual Report (Form 10-K) for the year
ended December 31, 1993 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance
upon such report given upon the authority of such firm as experts in
accounting and auditing.

The consolidated income statement and statements of changes in
shareholders' equity and cash flows of First Interstate of Iowa, Inc.
and subsidiaries for the year ended December 31, 1991, incorporated
by reference herein have been incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and
auditing.

The consolidated statements of operations, changes in
stockholders' equity and cash flows of Sunwest Financial Services,
Inc. and subsidiaries for the year ended December 31, 1991,
incorporated by reference herein have been incorporated by reference
herein in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference
herein, and upon the authority of said firm as experts in accounting
and auditing.

The consolidated statements of income, stockholders' equity and
cash flows of First Amarillo Bancorporation, Inc. and subsidiaries
for the year ended December 31, 1991, incorporated by reference
herein have been incorporated by reference herein in reliance upon
the report of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority
of said firm as experts in accounting and auditing.

INDEPENDENT AUDITORS FOR WORTHEN BANKING CORPORATION

The consolidated balance sheets of Worthen and subsidiaries as
of December 31, 1993 and 1992 and the related consolidated statements
of earnings, stockholders' equity and cash flows and financial
statement schedule for each of the years in the three-year period
ended December 31, 1993 incorporated by reference

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herein have been incorporated by reference herein in reliance upon the reports
of KPMG Peat Marwick LLP and Frost & Company, independent certified public
accountants, incorporated by reference herein, and upon the authority
of said firms as experts in accounting and auditing. The report of
KPMG Peat Marwick LLP refers to a change in the method of accounting
for income taxes in 1993.

SHAREHOLDER PROPOSALS

Shareholder proposals for the annual meeting of Boatmen's
shareholders to be held in April, 1995 must be received by Boatmen's
no later than November 10, 1994, and must meet the requirements
established by the S.E.C. for shareholder proposals. Shareholder
proposals for the 1996 annual meeting of Boatmen's must be received
by Boatmen's on a date to be determined and announced in Boatmen's
proxy statement for its 1995 annual meeting.

If the Merger is not theretofore consummated for any reason,
Worthen expects that its 1995 Annual Meeting of Shareholders will be
held on ---------------. Shareholders who wish to present proposals
at any such 1995 Annual Meeting of Worthen Shareholders (assuming
that the Merger is not theretofore consummated for any reason) must
submit such proposals to -------------------------, Secretary,
Worthen Banking Corporation, Little Rock, Arkansas, no later than
- ---------------, for inclusion, if appropriate, in the proxy
statement and form of proxy relating to that meeting.

Upon receipt of any such proposal Boatmen's or Worthen, as the
case may be, will determine whether or not to include such proposal
in the relevant proxy statement and proxies in accordance with the
S.E.C.'s regulations governing the solicitation of proxies.

---------------

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APPENDIX A
==============================================================================

AGREEMENT AND PLAN OF MERGER

by and among

WORTHEN BANKING CORPORATION
an Arkansas corporation,

and

BOATMEN'S BANCSHARES, INC.
a Missouri corporation,

and

BBI ACQUISITIONCO, INC.
an Arkansas corporation,

Dated August 18, 1994

==============================================================================

<PAGE> 72

<TABLE>
TABLE OF CONTENTS
-----------------

<CAPTION>
Page
----

ARTICLE ONE TERMS OF THE MERGER & CLOSING
<C> <S> <C>
Section 1.01. The Merger. . . . . . . . . . . . . . . . . A-1
Section 1.02. Merging Corporation . . . . . . . . . . . . A-1
Section 1.03. Surviving Corporation . . . . . . . . . . . A-1
Section 1.04. Effect of the Merger. . . . . . . . . . . . A-1
Section 1.05. Conversion of Shares. . . . . . . . . . . . A-1
Section 1.06. The Closing . . . . . . . . . . . . . . . . A-2
Section 1.07. Exchange Procedures; Surrender of
Certificates. . . . . . . . . . . . . . . . A-2
Section 1.08. Closing Date. . . . . . . . . . . . . . . . A-3
Section 1.09. Actions At Closing. . . . . . . . . . . . . A-3

ARTICLE TWO REPRESENTATIONS OF WORTHEN

Section 2.01. Organization and Capital Stock. . . . . . . A-4
Section 2.02. Authorization; No Defaults. . . . . . . . . A-5
Section 2.03. Subsidiaries. . . . . . . . . . . . . . . . A-5
Section 2.04. Financial Information . . . . . . . . . . . A-5
Section 2.05. Absence of Changes. . . . . . . . . . . . . A-6
Section 2.06. Regulatory Enforcement Matters. . . . . . . A-6
Section 2.07. Tax Matters . . . . . . . . . . . . . . . . A-6
Section 2.08. Litigation. . . . . . . . . . . . . . . . . A-6
Section 2.09. Employment Agreements . . . . . . . . . . . A-6
Section 2.10. Reports . . . . . . . . . . . . . . . . . . A-6
Section 2.11. Loan Portfolio. . . . . . . . . . . . . . . A-7
Section 2.12. Employee Matters and ERISA. . . . . . . . . A-7
Section 2.13. Title to Properties; Insurance. . . . . . . A-8
Section 2.14. Environmental Matters . . . . . . . . . . . A-9
Section 2.15. Compliance with Law . . . . . . . . . . . . A-9
Section 2.16. Brokerage . . . . . . . . . . . . . . . . . A-9
Section 2.17. No Undisclosed Liabilities. . . . . . . . . A-9
Section 2.18. Statements True and Correct . . . . . . . . A-9

ARTICLE THREE REPRESENTATIONS OF BOATMEN'S AND ACQUISITIONCO

Section 3.01. Organization and Capital Stock. . . . . . . A-10
Section 3.02. Authorization . . . . . . . . . . . . . . . A-11
Section 3.03. Subsidiaries. . . . . . . . . . . . . . . . A-11
Section 3.04. Financial Information . . . . . . . . . . . A-11
Section 3.05. Absence of Changes. . . . . . . . . . . . . A-11
Section 3.06. Litigation. . . . . . . . . . . . . . . . . A-12
Section 3.07. Reports . . . . . . . . . . . . . . . . . . A-12

A-i
<PAGE> 73

Section 3.08. Compliance With Law . . . . . . . . . . . . A-12
Section 3.09. Statements True and Correct . . . . . . . . A-12

ARTICLE FOUR AGREEMENTS OF WORTHEN

Section 4.01. Business in Ordinary Course . . . . . . . . A-12
Section 4.02. Breaches. . . . . . . . . . . . . . . . . . A-15
Section 4.03. Submission to Shareholders. . . . . . . . . A-15
Section 4.04. Consents to Contracts and Leases. . . . . . A-15
Section 4.05. Conforming Accounting and Reserve Policies;
Restructuring Expenses. . . . . . . . . . . A-15
Section 4.06. Consummation of Agreement . . . . . . . . . A-16
Section 4.07. Environmental Reports . . . . . . . . . . . A-16
Section 4.08. Restriction on Resales. . . . . . . . . . . A-17
Section 4.09. Access to Information . . . . . . . . . . . A-17

ARTICLE FIVE AGREEMENTS OF BOATMEN'S AND ACQUISITIONCO

Section 5.01. Regulatory Approvals and Registration
Statement . . . . . . . . . . . . . . . . . A-18
Section 5.02. Breaches. . . . . . . . . . . . . . . . . . A-18
Section 5.03. Consummation of Agreement . . . . . . . . . A-19
Section 5.04. Stock Options and Stock Appreciation Rights A-19
Section 5.05. Directors and Officers' Liability Insurance
and Indemnification . . . . . . . . . . . . A-19
Section 5.06. Employee Benefits . . . . . . . . . . . . . A-20
Section 5.07. Access to Information . . . . . . . . . . . A-21

ARTICLE SIX CONDITIONS PRECEDENT TO THE MERGER

Section 6.01. Conditions to Boatmen's Obligations . . . . A-21
Section 6.02. Conditions to Worthen's Obligations . . . . A-22

ARTICLE SEVEN TERMINATION OR ABANDONMENT

Section 7.01. Mutual Agreement. . . . . . . . . . . . . . A-24
Section 7.02. Breach of Agreements. . . . . . . . . . . . A-24
Section 7.03. Environmental Reports . . . . . . . . . . . A-24
Section 7.04. Failure of Conditions . . . . . . . . . . . A-24
Section 7.05. Regulatory Approval Denial. . . . . . . . . A-24
Section 7.06. Shareholder Approval Denial . . . . . . . . A-24
Section 7.07. Regulatory Enforcement Matters. . . . . . . A-24
Section 7.08. Fall-Apart Date . . . . . . . . . . . . . . A-25
Section 7.09. Termination Fee . . . . . . . . . . . . . . A-25
Section 7.10. Superior Transaction. . . . . . . . . . . . A-25
Section 7.11. Due Diligence Review. . . . . . . . . . . . A-25
Section 7.12. Shareholder Letters . . . . . . . . . . . . A-26

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<PAGE> 74

ARTICLE EIGHT GENERAL

Section 8.01. Confidential Information. . . . . . . . . . A-26
Section 8.02. Publicity . . . . . . . . . . . . . . . . . A-26
Section 8.03. Return of Documents . . . . . . . . . . . . A-26
Section 8.04. Notices . . . . . . . . . . . . . . . . . . A-26
Section 8.05. Liabilities . . . . . . . . . . . . . . . . A-27
Section 8.06. Nonsurvival of Representations, Warranties and
Agreements. . . . . . . . . . . . . . . . . A-28
Section 8.07. Entire Agreement. . . . . . . . . . . . . . A-28
Section 8.08. Headings and Captions . . . . . . . . . . . A-28
Section 8.09. Waiver, Amendment or Modification . . . . . A-28
Section 8.10. Rules of Construction . . . . . . . . . . . A-28
Section 8.11. Counterparts. . . . . . . . . . . . . . . . A-28
Section 8.12. Successors and Assigns. . . . . . . . . . . A-28
Section 8.13. Severability. . . . . . . . . . . . . . . . A-28
Section 8.14. Governing Law; Assignment . . . . . . . . . A-29

EXHIBIT 1.09(a) - Company's Legal Opinion Matters
EXHIBIT 1.09(b) - Boatmen's Legal Opinion Matters
EXHIBIT 4.08 - Form of Affiliate's Letter
</TABLE>

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<PAGE> 75

AGREEMENT AND PLAN OF MERGER
----------------------------

This is an AGREEMENT AND PLAN OF MERGER (this "Agreement")
made August 18, 1994, by and among WORTHEN BANKING CORPORATION, an
Arkansas corporation ("Worthen"), BOATMEN'S BANCSHARES, INC., a
Missouri corporation ("Boatmen's"), and BBI ACQUISITIONCO, INC., an
Arkansas corporation and wholly-owned subsidiary of Boatmen's
("AcquisitionCo").

In consideration of the premises and the mutual terms and
provisions set forth in this Agreement, the parties agree as
follows.

ARTICLE ONE
-----------

TERMS OF THE MERGER & CLOSING
-----------------------------

SECTION 1.01. THE MERGER. Pursuant to the terms and
------------ ----------
provisions of this Agreement and the Arkansas Business Corporation
Act (the "Corporate Law"), AcquisitionCo shall merge with and into
Worthen (the "Merger").

SECTION 1.02. MERGING CORPORATION. AcquisitionCo shall be
------------ -------------------
the merging corporation under the Merger and its corporate identity
and existence, separate and apart from Worthen, shall cease on
consummation of the Merger.

SECTION 1.03. SURVIVING CORPORATION. Worthen shall be the
------------ ---------------------
surviving corporation in the Merger. No changes in the articles of
incorporation of Worthen shall be effected by the Merger.

SECTION 1.04. EFFECT OF THE MERGER. The Merger shall have
------------ --------------------
all of the effects provided by this Agreement and the Corporate
Law.

SECTION 1.05. CONVERSION OF SHARES.
------------ --------------------

(a) At the Effective Time (as defined in Section 1.08 hereof),
each share of common stock, par value $1.00, of Worthen (the
"Worthen Common") issued and outstanding immediately prior to the
Effective Time, other than shares the holders of which have duly
exercised and perfected their dissenters' rights under the
Corporate Law, shall be converted into the right to receive one (1)
share of common stock, par value $1.00 per share, of Boatmen's (the
"Boatmen's Common") (together with any cash payment in lieu of
fractional shares, as provided below, the "Merger Consideration").
No fractional shares of Boatmen's Common shall be issued and, in
lieu thereof, holders of shares of Worthen Common who would
otherwise be entitled to a fractional share interest (after taking
into account all shares of Worthen Common held by such holder)
shall be paid an amount in cash equal to the product of such
fractional share interest and the closing price of a share of
Boatmen's Common on the Nasdaq Stock Market's National Market
("Nasdaq") on the business day immediately preceding the date on
which the Effective Time occurs.

(b) At the Effective Time, all of the shares of Worthen
Common, by virtue of the Merger and without any action on the part
of the holders thereof, shall no longer be outstanding and shall be
canceled

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<PAGE> 76

and retired and shall cease to exist, and each holder of
any certificate or certificates which immediately prior to the
Effective Time represented outstanding shares of Worthen Common
(the "Certificates") shall thereafter cease to have any rights with
respect to such shares, except the right of such holders to
receive, without interest, the Merger Consideration upon the
surrender of such Certificate or Certificates in accordance with
Section 1.07.

(c) At the Effective Time, each share of Worthen Common, if
any, held in the treasury of Worthen or by any direct or indirect
subsidiary of Worthen (other than shares held in trust accounts for
the benefit of others or in other fiduciary, nominee or similar
capacities) immediately prior to the Effective Time shall be
canceled.

(d) Each share of common stock, par value $1.00 per share, of
AcquisitionCo outstanding immediately prior to the Effective Time
shall be converted into and become one share of Worthen Common.

(e) If between the date hereof and the Effective Time a share
of Boatmen's Common shall be changed into a different number of
shares of Boatmen's Common or a different class of shares by reason
of reclassification, recapitalization, splitup, exchange of shares
or readjustment, or if a stock dividend thereon shall be declared
with a record date within such period, then the number of shares of
Boatmen's Common into which a share of Worthen Common shall be
converted pursuant to subsection (a) above shall be appropriately
and proportionately adjusted so that each shareholder of Worthen
shall be entitled to receive such number of shares of Boatmen's
Common as such shareholder would have received pursuant to such
reclassification, recapitalization, splitup, exchange of shares or
readjustment or as a result of such stock dividend had the record
date therefor been immediately following the Effective Time of the
Merger.

(f) If holders of Worthen Common are entitled to dissent from
the Agreement and Merger under the Corporate Law, any issued and
outstanding shares of Worthen Common held by a dissenting holder
shall not be converted as described in this Section 1.05 but from
and after the Effective Time shall represent only the right to
receive such consideration as may be determined to be due to such
dissenting holder pursuant to the Corporate Law; provided, however,
that each share of Worthen Common outstanding immediately prior to
the Effective Time and held by a dissenting holder who shall, after
the Effective Time, withdraw his demand for appraisal or lose his
right to dissent shall have only such rights as are provided under
Corporate Law.

SECTION 1.06. THE CLOSING. The closing of the Merger (the
------------ -----------
"Closing") shall take place at a location mutually agreeable to the
parties at 10:00 A.M. Central Time on the Closing Date described in
Section 1.08 of this Agreement.

SECTION 1.07. EXCHANGE PROCEDURES; SURRENDER OF CERTIFICATES.
------------ ----------------------------------------------

(a) Boatmen's Trust Company, St. Louis, Missouri, shall act
as Exchange Agent in the Merger (the "Exchange Agent").

(b) As soon as reasonably practicable after the Effective
Time, the Exchange Agent shall mail to each record holder of any
Certificate or Certificates whose shares were converted into the
right to receive the Merger Consideration, a letter of transmittal
(which shall specify that delivery shall be effected, and risk of
loss and title to the Certificates shall pass, only upon proper
delivery of the Certificates to the Exchange Agent and shall be in
such form and have such other provisions as Boatmen's may
reasonably specify) (each

A-2
<PAGE> 77

such letter, the "Merger Letter of Transmittal") and instructions for use in
effecting the surrender of the Certificates in exchange for the Merger
Consideration. Upon surrender to the Exchange Agent of a Certificate, together
with a Merger Letter of Transmittal duly executed and any other required
documents, the holder of such Certificate shall be entitled to
receive in exchange therefor solely the Merger Consideration. No
interest on the Merger Consideration issuable upon the surrender of
the Certificates shall be paid or accrued for the benefit of
holders of Certificates. If the Merger Consideration is to be
issued to a person other than a person in whose name a surrendered
Certificate is registered, it shall be a condition of issuance that
the surrendered Certificate shall be properly endorsed or otherwise
in proper form for transfer and that the person requesting such
issuance shall pay to the Exchange Agent any required transfer or
other taxes or establish to the satisfaction of the Exchange Agent
that such tax has been paid or is not applicable.

(c) No dividends that are otherwise payable on shares of
Boatmen's Common constituting the Merger Consideration shall be
paid to persons entitled to receive such shares of Boatmen's Common
until such persons surrender their Certificates. Upon such
surrender, there shall be paid to the person in whose name the
shares of Boatmen's Common shall be issued any dividends which
shall have become payable with respect to such shares of Boatmen's
Common (without interest and less the amount of taxes, if any,
which may have been imposed thereon), between the Effective Time
and the time of such surrender.

SECTION 1.08. CLOSING DATE. At Boatmen's election, the
------------ ------------
Closing shall take place on (i) the last business day of, or
(ii) the first business day of the month following, in each case,
the month during which each of the conditions in Sections 6.01(d)
and 6.02(d) is satisfied or waived by the appropriate party or on
such other date after such satisfaction or waiver as Worthen and
Boatmen's may agree (the "Closing Date"). The Merger shall be
effective upon the filing of Articles of Merger with the Secretary
of State of the State of Arkansas (the "Effective Time"), which the
parties shall use their best efforts to cause to occur on the
Closing Date.

SECTION 1.09. ACTIONS AT CLOSING.

(a) At the Closing, Worthen shall deliver to Boatmen's and
AcquisitionCo:

(i) a certified copy of the Articles of Incorporation of
Worthen and each of its subsidiaries;

(ii) a Certificate signed by an appropriate officer of
Worthen stating that, to the best of his knowledge, all of the
conditions set forth in Sections 6.01(a) and 6.01(b) have been
satisfied as provided therein;

(iii) a certified copy of the resolutions of Worthen's
Board of Directors and shareholders, as required for valid
approval of the execution of this Agreement and the
consummation of the Merger and the other transactions
contemplated hereby;

(iv) Certificate of the Arkansas Secretary of State,
dated a recent date, stating that Worthen is in good standing;
and

(v) a legal opinion from counsel for Worthen, in form
reasonably acceptable to Boatmen's counsel, opining with
respect to the matters listed on Exhibit 1.09(a) hereto.

A-3
<PAGE> 78

(b) At the Closing, Boatmen's shall deliver to Worthen:

(i) a Certificate signed by an appropriate officer of
Boatmen's and AcquisitionCo stating that, to the best of his
knowledge, all of the conditions set forth in
Sections 6.01(a), 6.02(b) and 6.02(d) (but excluding the
approval of Worthen's shareholders) have been satisfied;

(ii) a certified copy of the resolutions of Boatmen's
Board of Directors authorizing the execution of this Agreement
and the consummation of the transactions contemplated hereby;

(iii) a certified copy of the resolutions of
AcquisitionCo's Board of Directors and shareholder, as
required for valid approval of the execution of this Agreement
and the consummation of the transactions contemplated hereby;
and

(iv) a legal opinion from counsel for Boatmen's, in form
reasonable acceptable to Worthen's counsel, opining with
respect to the matters listed on Exhibit 1.09(b) hereto.

ARTICLE TWO
-----------

REPRESENTATIONS OF WORTHEN
--------------------------

Worthen hereby makes the following representations and
warranties:

SECTION 2.01. ORGANIZATION AND CAPITAL STOCK.
------------ ------------------------------

(a) Worthen is a corporation duly organized, validly existing
and in good standing under the laws of the State of Arkansas and
has the corporate power to own all of its property and assets, to
incur all of its liabilities and to carry on its business as now
being conducted. Worthen is a bank holding company registered with
the Board of Governors of the Federal Reserve System under the Bank
Holding Company Act of 1956.

(b) The authorized capital stock of Worthen consists of
(i) 40,000,000 shares of Worthen Common, of which, as of the date
hereof, 17,033,039 shares are issued and outstanding, and
(ii) 400,000 shares of preferred stock, par value $25.00 per share,
of which no shares are issued and outstanding. All of the issued
and outstanding shares of Worthen Common are duly and validly
issued and outstanding and are fully paid and non-assessable. None
of the outstanding shares of Worthen Common has been issued in
violation of any preemptive rights of the current or past
shareholders of Worthen. As of the date hereof, Worthen had
outstanding employee stock options representing the right to
acquire not more than 650,000 shares of Worthen Common pursuant to
the Stock Option Plans (as defined in Section 5.04 hereof).

(c) Except as set forth in subsection 2.01(b) above, there are
no shares of capital stock or other equity securities of Worthen
outstanding and no outstanding options, warrants, rights to
subscribe for, calls, or commitments of any character whatsoever
relating to, or securities or rights convertible into or
exchangeable for, shares of Worthen Common or other capital stock
of Worthen or contracts, commitments, understandings or
arrangements by which Worthen is or may be obligated to issue
additional shares of its capital stock or options, warrants or
rights to purchase or acquire any additional shares of its capital
stock.

A-4
<PAGE> 79

SECTION 2.02. AUTHORIZATION; NO DEFAULTS. Worthen's Board of
------------ --------------------------
Directors has, by all appropriate action, approved this Agreement
and the Merger and authorized the execution hereof on its behalf by
its duly authorized officers and the performance by Worthen of its
obligations hereunder. Except as disclosed in Section 2.02 of that
certain confidential writing delivered by Worthen to Boatmen's and
executed by both Worthen and Boatmen's concurrently with the
execution and delivery of this Agreement (the "Disclosure
Schedule"), nothing in the articles of incorporation or bylaws of
Worthen, as amended, or any other agreement, instrument, decree,
proceeding, law or regulation (except as specifically referred to
in or contemplated by this Agreement) by or to which it or any of
its subsidiaries are bound or subject which is material to Worthen
and its subsidiaries taken as a whole or to the Merger would
prohibit or inhibit Worthen from consummating this Agreement and
the Merger on the terms and conditions herein contained. This
Agreement has been duly and validly executed and delivered by
Worthen and constitutes a legal, valid and binding obligation of
Worthen, enforceable against Worthen in accordance with its terms.
To the best knowledge of Worthen, Worthen and its subsidiaries are
not in default under, nor in violation of, any provision of their
articles of incorporation, bylaws, or any promissory note,
indenture or any evidence of indebtedness or security therefor,
lease, contract, purchase or other commitment or any other
agreement which is material to Worthen and its subsidiaries taken
as a whole, except as disclosed in Section 2.02 of the Disclosure
Schedule.

SECTION 2.03. SUBSIDIARIES. Each of Worthen's banking
------------ ------------
subsidiaries and its other direct or indirect subsidiaries
(collectively, the "subsidiaries") the name and jurisdiction of
incorporation of which is disclosed in Section 2.03 of the
Disclosure Schedule, is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorpo-
ration and has the corporate power to own its respective properties
and assets, to incur its respective liabilities and to carry on its
respective business as now being conducted. The number of issued
and outstanding shares of capital stock of each such subsidiary is
set forth in Section 2.03 of the Disclosure Schedule, all of which
shares (except as may be otherwise there noted) are owned by
Worthen or Worthen's subsidiaries, as the case may be, free and
clear of all liens, encumbrances, rights of first refusal, options
or other restrictions of any nature whatsoever, except for
assessability under 12 U.S.C. Section 55 and as may be stated in
Section 2.03 of the Disclosure Schedule. There are no options,
warrants or rights outstanding to acquire any capital stock of any
of Worthen's subsidiaries and no person or entity has any other
right to purchase or acquire any unissued shares of stock of any of
Worthen's subsidiaries, nor does any such subsidiary have any
obligation of any nature with respect to its unissued shares of
stock. Except as may be disclosed in Section 2.03 of the
Disclosure Schedule, neither Worthen nor any of Worthen's
subsidiaries is a party to any partnership or joint venture or owns
an equity interest in any other business or enterprise.

SECTION 2.04. FINANCIAL INFORMATION. The consolidated
------------ ---------------------
balance sheets of Worthen and its subsidiaries as of December 31,
1992 and December 31, 1993 and related consolidated income
statements and statements of changes in shareholders' equity and of
cash flows for the three years ended December 31, 1993, together
with the notes thereto, included in Worthen's Form 10-K for the
year ended December 31, 1993, as currently on file with the
Securities and Exchange Commission (the "S.E.C."), and the
unaudited consolidated balance sheets of Worthen and its
subsidiaries as of March 31, 1994 and June 30, 1994 and the related
unaudited consolidated income statements and statements of charges
in shareholders' equity and cash flows for the three months and six
months, respectively, then ended included in Worthen's Quarterly
Reports on Form 10-Q for the quarters then ended, as currently on
file with the S.E.C., and the year-end and quarterly Reports of
Condition and Report of Income of Worthen National Bank of Arkansas
(the "Lead Bank") for 1993 and June 30, 1994, respectively, as
currently on file with the Office of the Comptroller of the
Currency ("O.C.C.") (together, the "Worthen Financial Statements"),
have been prepared in accordance

A-5
<PAGE> 80

with generally accepted accounting principles applied on a consistent basis
(except as may be disclosed therein and except for regulatory reporting
differences required by the Lead Bank's reports) and fairly present in all
material respects the consolidated financial position and the
consolidated results of operations, changes in shareholders' equity
and cash flows of the respective entity and its respective
consolidated subsidiaries as of the dates and for the periods
indicated (subject, in the case of interim financial statements, to
normal recurring year-end adjustments, none of which will be
material).

SECTION 2.05. ABSENCE OF CHANGES. Since December 31, 1993,
------------ ------------------
there has not been any material adverse change in the financial
condition, the results of operations or the business of Worthen and
its subsidiaries taken as a whole, nor have there been any events
or transactions having such a material adverse effect which should
be disclosed in order to make the Worthen Financial Statements not
misleading. Since June 30, 1993, there has been no material
adverse change in the financial condition, the results of
operations or the business of the Lead Bank. Notwithstanding the
foregoing, any changes for which Worthen or its subsidiaries,
including the Lead Bank, make provisions or other adjustments
solely pursuant to Section 4.05 hereof shall not be deemed to be a
material adverse change.

SECTION 2.06. REGULATORY ENFORCEMENT MATTERS. Except as may
------------ ------------------------------
be disclosed in Section 2.06 of the Disclosure Schedule, neither
Worthen nor any of its subsidiaries is subject to, or has received
any notice or advice that it may become subject to, any order,
agreement or memorandum of understanding with any federal or state
agency charged with the supervision or regulation of banks or bank
holding companies or engaged in the insurance of bank deposits or
any other governmental agency having supervisory or regulatory
authority with respect to Worthen or any of its subsidiaries.

SECTION 2.07. TAX MATTERS. Worthen and its subsidiaries have
------------ -----------
filed all federal, state and local tax returns due in respect of
any of their businesses or properties in a timely fashion and have
paid or made provision for all amounts due shown on such returns.
All such returns fairly reflect the information required to be pre-
sented therein. All provisions for accrued but unpaid taxes
contained in the Worthen Financial Statements were made in
accordance with generally accepted accounting principles and in the
aggregate do not materially fail to provide for potential tax
liabilities.

SECTION 2.08. LITIGATION. Except as may be disclosed in
------------ ----------
Section 2.08 of the Disclosure Schedule, there is no litigation,
claim or other proceeding pending or, to the best knowledge of
Worthen, threatened, against Worthen or any of its subsidiaries, or
of which the property of Worthen or any of its subsidiaries is or
would be subject which would have a material adverse effect on
Worthen and its subsidiaries taken as a whole.

SECTION 2.09. EMPLOYMENT AGREEMENTS. Except as may be
------------ ---------------------
disclosed in Section 2.09 of the Disclosure Schedule, neither
Worthen nor any of its subsidiaries is a party to or bound by any
contract for the employment, retention or engagement, or with
respect to the severance, of any officer, employee, agent, consul-
tant or other person or entity which, by its terms, is not termi-
nable by Worthen or such subsidiary on thirty (30) days written
notice or less without the payment of any amount by reason of such
termination.

SECTION 2.10. REPORTS. Except as may be disclosed in
------------ -------
Section 2.10 of the Disclosure Schedule, Worthen and each of its
subsidiaries has filed all reports and statements, together with
any amendments required to be made with respect thereto, if any,
that it was required to file with (i) the Board of Governors of the
Federal Reserve System (the "Federal Reserve Board"), (ii) the OCC,
(iii) the S.E.C., (iv) any state securities authorities, (v) the
American Stock Exchange, and (vi) any other governmental authority with

A-6
<PAGE> 81

jurisdiction over Worthen or any of its subsidiaries. As of
their respective dates, each of such reports and documents,
including the financial statements, exhibits and schedules thereto,
complied in all material respects with the relevant statutes, rules
and regulations enforced or promulgated by the regulatory authority
with which they were filed, and did not contain any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they
were made, not misleading.

SECTION 2.11. LOAN PORTFOLIO. Except as may be disclosed in
------------ --------------
Section 2.11 of the Disclosure Schedule, to the best knowledge of
Worthen, (i) all loans and discounts shown on the Worthen Financial
Statements or which were entered into after the date of the most
recent balance sheet included in the Worthen Financial Statements
were and will be made in all material respects for good, valuable
and adequate consideration in the ordinary course of the business
of Worthen and its subsidiaries, in accordance in all material
respects with sound banking practices, and are not subject to any
material known defenses, setoffs or counterclaims, including
without limitation any such as are afforded by usury or truth in
lending laws, except as may be provided by bankruptcy, insolvency
or similar laws or by general principles of equity; (ii) the notes
or other evidences of indebtedness evidencing such loans and all
forms of pledges, mortgages and other collateral documents and
security agreements are and will be, in all material respects,
enforceable, valid, true and genuine and what they purport to be;
and (iii) Worthen and its subsidiaries have complied and will prior
to the Closing Date comply with all laws and regulations relating
to such loans, or to the extent there has not been such compliance,
such failure to comply will not materially interfere with the
collection of any such loan.

SECTION 2.12. EMPLOYEE MATTERS AND ERISA.
------------ --------------------------

(a) Except as may be disclosed in Section 2.12(a) of the
Disclosure Schedule, neither Worthen nor any of its subsidiaries
has entered into any collective bargaining agreement with any labor
organization with respect to any group of employees of Worthen or
any of its subsidiaries and to the best knowledge of Worthen there
is no present effort nor existing proposal to attempt to unionize
any group of employees of Worthen or any of its subsidiaries.

(b) Except as may be disclosed in Section 2.12(b) of the
Disclosure Schedule, (i) to the best knowledge of Worthen, Worthen
and its subsidiaries are and have been in material compliance with
all applicable laws respecting employment and employment practices,
terms and conditions of employment and wages and hours, including,
without limitation, any such laws respecting employment
discrimination and occupational safety and health requirements, and
neither Worthen nor any of its subsidiaries is engaged in any
unfair labor practice; (ii) there is no material unfair labor
practice complaint against Worthen or any subsidiary pending or, to
the best knowledge of Worthen, threatened before the National Labor
Relations Board; (iii) there is no labor dispute, strike, slowdown
or stoppage actually pending or, to the best knowledge of Worthen,
threatened against or directly affecting Worthen or any subsidiary;
and (iv) neither Worthen nor any subsidiary has experienced any
material work stoppage or other material labor difficulty during
the past five years.

(c) Except as may be disclosed in Section 2.12(c) of the
Disclosure Schedule, neither Worthen nor any subsidiary maintains,
contributes to or participates in or has any liability under any
employee benefit plans, as defined in Section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or
any nonqualified employee benefit plans or deferred compensation,
bonus, stock or incentive plans, or other employee benefit or
fringe benefit programs for the benefit of former or current employees

A-7
<PAGE> 82

of Worthen or any subsidiary (the "Employee Plans"). To
the best knowledge of Worthen, no present or former employee of
Worthen or any subsidiary has been charged with breaching nor has
breached a fiduciary duty under any of the Employee Plans. Neither
Worthen nor any of its subsidiaries participates in, nor has it in
the past five years participated in, nor has it any present or
future obligation or liability under, any multiemployer plan (as
defined at Section 3(37) of ERISA). Except as may be disclosed in
Section 2.12(c) of the Disclosure Schedule, neither Worthen nor any
subsidiary maintains, contributes to, or participates in, any plan
that provides health, major medical, disability or life insurance
benefits to former employees of Worthen or any subsidiary.

(d) All liabilities of the Employee Plans have been funded on
the basis of consistent methods in accordance with sound actuarial
assumptions and practices, and no Employee Plan, at the end of any
plan year, or at December 31, 1993, had or has had an accumulated
funding deficiency. No actuarial assumptions have been changed
since the last written report of actuaries on such Employee Plans.
All insurance premiums (including premiums to the Pension Benefit
Guaranty Corporation) have been paid in full, subject only to
normal retrospective adjustments in the ordinary course. Except as
may be noted on the Worthen Financial Statements, Worthen and its
subsidiaries have no contingent or actual liabilities under
Title IV of ERISA as of December 31, 1993. No accumulated funding
deficiency (within the meaning of Section 302 of ERISA or
Section 412 of the Code) has been incurred with respect to any of
the Employee Plans, whether or not waived. No reportable event (as
defined in Section 4043 of ERISA) has occurred with respect to any
of the Employee Plans as to which a notice would be required to be
filed with the Pension Benefit Guaranty Corporation. No claim is
pending, or to the knowledge of Worthen threatened or imminent with
respect to any Employee Plan (other than a routine claim for
benefits for which plan administrative review procedures have not
been exhausted) for which Worthen or any of its subsidiaries would
be liable after December 31, 1993, except as is reflected on the
Worthen Financial Statements. After December 31, 1993, Worthen and
its subsidiaries have no liability for excise taxes under
Sections 4971, 4975, 4976, 4977, 4979 or 4980B of the Code or for
a fine under Section 502 of ERISA with respect to any Employee
Plan. All Employee Plans have been operated, administered and
maintained materially in accordance with the terms thereof and in
material compliance with the requirements of all applicable laws,
including, without limitation, ERISA.

SECTION 2.13. TITLE TO PROPERTIES; INSURANCE. Except as may
------------ ------------------------------
be disclosed in Section 2.13 of the Disclosure Schedule,
(i) Worthen and its subsidiaries have marketable title, insurable
at standard rates, free and clear of all liens, charges and
encumbrances (except taxes which are a lien but not yet payable and
liens, charges or encumbrances reflected in the Worthen Financial
Statements and easements, rights-of-way, and other restrictions
which are not material and further excepting in the case of Other
Real Estate Owned ("O.R.E.O."), as such real estate is internally
classified on the books of Worthen or its subsidiaries, rights of
redemption under applicable law) to all of their real properties;
(ii) all leasehold interests for real property and any material
personal property used by Worthen and its subsidiaries in their
businesses are held pursuant to lease agreements which are valid
and enforceable in accordance with their terms; (iii) to the best
knowledge of Worthen, all such properties comply in all material
respects with all applicable private agreements, zoning
requirements and other governmental laws and regulations relating
thereto and there are no condemnation proceedings pending or
threatened with respect to such properties; (iv) to the best
knowledge of Worthen, Worthen and its subsidiaries have valid title
or other ownership rights under licenses to all material intangible
personal or intellectual property used by Worthen or its
subsidiaries in their business, free and clear of any claim,
defense or right of any other person or entity which is material to
such property, subject only to rights of the licensors pursuant to
applicable license agreements, which rights do not materially
adversely interfere with the use of such property; and (v) all
material insurable properties

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<PAGE> 83

owned or held by Worthen and its subsidiaries are adequately insured by
financially sound and reputable insurers in such amounts and against fire and
other risks insured against by extended coverage and public liability
insurance, as is customary with bank holding companies of similar
size.

SECTION 2.14. ENVIRONMENTAL MATTERS. As used in this
------------ ---------------------
Agreement, "Environmental Laws" means all local, state and federal
environmental, health and safety laws and regulations in all
jurisdictions in which Worthen and its subsidiaries have done
business or owned, leased or operated property, including, without
limitation, the Federal Resource Conservation and Recovery Act, the
Federal Comprehensive Environmental Response, Compensation and
Liability Act, the Federal Clean Water Act, the Federal Clean Air
Act, and the Federal Occupational Safety and Health Act.

Except as may be disclosed in Section 2.14 of the Disclosure
Schedule, to the best knowledge of Worthen, neither the conduct nor
operation of Worthen or its subsidiaries nor any condition of any
property presently or previously owned, leased or operated by any
of them violates or violated Environmental Laws in any respect
material to the business of Worthen and its subsidiaries and no
condition has existed or event has occurred with respect to any of
them or any such property that, with notice or the passage of time,
or both, would constitute a violation material to the business of
Worthen and its subsidiaries of Environmental Laws or obligate (or
potentially obligate) Worthen or its subsidiaries to remedy,
stabilize, neutralize or otherwise alter the environmental
condition of any such property where the aggregate cost of such
actions would be material to Worthen and its subsidiaries taken as
a whole. Except as may be disclosed in Section 2.14 of the
Disclosure Schedule, neither Worthen nor any of its subsidiaries
has received any notice from any person or entity that Worthen or
its subsidiaries or the operation or condition of any property ever
owned, leased or operated by any of them are or were in violation
of any Environmental Laws or that any of them are responsible (or
potentially responsible) for the cleanup or other remediation of
any pollutants, contaminants, or hazardous or toxic wastes,
substances or materials at, on or beneath any such property.

SECTION 2.15. COMPLIANCE WITH LAW. Worthen and its sub-
------------ -------------------
sidiaries have all licenses, franchises, permits and other gov-
ernmental authorizations that are legally required to enable them
to conduct their respective businesses in all material respects and
are in compliance in all material respects with all applicable laws
and regulations.

SECTION 2.16. BROKERAGE. Except as may be disclosed in
------------ ---------
Section 2.16 of the Disclosure Statement, there are no existing
claims or agreements for brokerage commissions, finders' fees, or
similar compensation in connection with the transactions
contemplated by this Agreement payable by Worthen or its
subsidiaries.

SECTION 2.17. NO UNDISCLOSED LIABILITIES. To the best
------------ --------------------------
knowledge of Worthen, Worthen and its subsidiaries do not have any
material liability, whether asserted or unasserted, whether
absolute or contingent, whether accrued or unaccrued, whether
liquidated or unliquidated, and whether due or to become due,
except (i) for liabilities set forth in the Worthen Financial
Statements, (ii) normal fluctuation in the amount of the
liabilities referred to in clause (i) above occurring in the
ordinary course of business of Worthen and its subsidiaries since
the date of the most recent balance sheet included in the Worthen
Financial Statements, and (iii) as may be disclosed in Section 2.17
of the Disclosure Schedule.

SECTION 2.18. STATEMENTS TRUE AND CORRECT. None of the
------------ ---------------------------
information supplied or to be supplied by Worthen or its
subsidiaries for inclusion in (i) the Registration Statement (as
defined in Section 4.06 hereof), (ii) the Proxy
Statement/Prospectus (as defined in Section 4.03 hereof) and
(iii) any other documents to be filed with the S.E.C., Nasdaq, the
American Stock Exchange or any banking or other regulatory

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<PAGE> 84

authority in connection with the transactions contemplated hereby,
will, at the respective times such documents are filed, and, in the
case of the Registration Statement, when it becomes effective, and
with respect to the Proxy Statement/Prospectus, when first mailed
to the stockholders of Worthen and at the time of such stockholder
meeting, contain any untrue statement of a material fact, or omit
to state any material fact necessary in order to make the
statements made therein, in light of the circumstances under which
they are made, not misleading. All documents that Worthen is
responsible for filing with the S.E.C., the American Stock Exchange
or any other regulatory authority in connection with the
transactions contemplated hereby will comply as to form in all
material respects with the provisions of applicable law and the
applicable rules and regulations thereunder.

ARTICLE THREE
-------------

REPRESENTATIONS OF BOATMEN'S AND ACQUISITIONCO
----------------------------------------------

Boatmen's and AcquisitionCo hereby make the following
representations and warranties:

SECTION 3.01. ORGANIZATION AND CAPITAL STOCK.
------------ ------------------------------

(a) Boatmen's is a corporation duly incorporated, validly
existing, and in good standing under the laws of the State of
Missouri with full corporate power and authority to carry on its
business as it is now being conducted. Boatmen's is a bank holding
company registered with the Board of Governors of the Federal
Reserve System under the Bank Holding Company Act of 1956.
AcquisitionCo is a corporation duly incorporated, validly existing,
and in good standing under the laws of the State of Arkansas with
full corporate power and authority to carry on its business as it
is now being conducted.

(b) The authorized capital stock of Boatmen's consists of
(i) 150,000,000 shares of Boatmen's Common, of which, as of
July 31, 1994, 104,739,985 shares were issued and outstanding, and
(ii) 10,300,000 Cumulative Preferred Shares, no par value per
share, of which 35,045 shares are designated "7% Cumulative
Redeemable Preferred Stock, Series B", $100.00 stated value per
share (the "Boatmen's Series B Preferred Stock"), and 1,500,000
shares are designated "Junior Participating Preferred Stock, Series
C", no par value per share (the "Boatmen's Series C Preferred
Stock"). No shares of the Boatmen's Series C Preferred Stock are
issued and outstanding and 11,421 shares of the Boatmen's Series B
Preferred Stock were issued and outstanding as of July 31, 1994.
All of the issued and outstanding shares of Boatmen's Common and
Boatmen's Series B Preferred Stock are duly and validly issued and
outstanding and are fully paid and non-assessable. None of the
outstanding shares of Boatmen's Common has been issued in violation
of any preemptive rights of the current or past stockholders of
Boatmen's. As of July 31, 1994, Boatmen's had outstanding options
and other rights to acquire not more than 3,426,552 shares of
Boatmen's Common and no shares of the Boatmen's Series B Preferred
Stock or the Boatmen's Series C Preferred Stock.

(c) AcquisitionCo has authorized capital of ten thousand
(10,000) shares of common stock, par value one dollar ($1.00) per
share (the "AcquisitionCo Common"). As of the date hereof, 1,000
shares of AcquisitionCo Common are issued and outstanding, fully
paid and non-assessable and owned by Boatmen's.

(d) The shares of Boatmen's Common that are to be issued to
the stockholders of Worthen pursuant to the Merger have been duly
authorized and, when so issued in accordance with the terms of this

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<PAGE> 85

Agreement, will be validly issued and outstanding, fully paid and
nonassessable, with no personal liability attaching to the
ownership thereof.

SECTION 3.02. AUTHORIZATION. The Board of Directors of
------------ -------------
Boatmen's and the Board of Directors of AcquisitionCo have, by all
appropriate action, approved this Agreement and the Merger and
authorized the execution hereof on their behalf by their respective
duly authorized officers and the performance by such respective
entity of their obligations hereunder. Nothing in the articles of
incorporation or bylaws of Boatmen's or AcquisitionCo, as amended,
or any other agreement, instrument, decree, proceeding, law or
regulation (except as specifically referred to in or contemplated
by this Agreement) by or to which either of them or any of their
subsidiaries are bound or subject would prohibit or inhibit
Boatmen's or AcquisitionCo from entering into and consummating this
Agreement and the Merger on the terms and conditions herein
contained. This Agreement has been duly and validly executed and
delivered by Boatmen's and AcquisitionCo and constitutes a legal,
valid and binding obligation of Boatmen's and AcquisitionCo,
enforceable against Boatmen's and AcquisitionCo in accordance with
its terms and no other corporate acts or proceedings are required
to be taken by Boatmen's or AcquisitionCo (including any approvals
by the shareholders of Boatmen's or further approval of the
shareholder of AcquisitionCo) to authorize the execution, delivery
and performance of this Agreement. Except for the requisite
approval of the Federal Reserve Board, the Arkansas State Bank
Commissioner and the Finance Commission of the State of Texas no
notice to, filing with, authorization by, or consent or approval
of, any federal or state bank regulatory authority is necessary for
the execution and delivery of this Agreement or consummation of the
Merger by Boatmen's or AcquisitionCo.

SECTION 3.03. SUBSIDIARIES. Each of Boatmen's and
------------ ------------
AcquisitionCo, and, to the extent material to Boatmen's and its
subsidiaries taken as a whole, each subsidiary of Boatmen's, is
duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation and has the corporate
power to own its respective properties and assets, to incur its
respective liabilities and to carry on its respective business as
now being conducted.

SECTION 3.04. FINANCIAL INFORMATION. The consolidated
------------ ---------------------
balance sheets of Boatmen's and its subsidiaries as of December 31,
1992 and 1993 and related consolidated statements of income,
changes in stockholders' equity and cash flows for the three years
ended December 31, 1993, together with the notes thereto, included
in Boatmen's Form 10-K for the year ended December 31, 1993, as
currently on file with the S.E.C., and the unaudited consolidated
balance sheets of Boatmen's and its subsidiaries as of March 31,
1994 and June 30, 1994 and the related unaudited consolidated
income statements and statements of changes in shareholders' equity
and cash flows for the three months and six months, respectively,
then ended included in Boatmen's Quarterly Reports on Form 10-Q for
the quarters then ended, as currently on file with the S.E.C.
(together, the "Boatmen's Financial Statements"), have been
prepared in accordance with generally accepted accounting
principles applied on a consistent basis (except as may be
disclosed therein) and fairly present in all material respects the
consolidated financial position and the consolidated results of
operations, changes in stockholders' equity and cash flows of
Boatmen's and its consolidated subsidiaries as of the dates and for
the periods indicated (subject, in the case of interim financial
statements, to normal recurring year-end adjustments, none of which
will be material).

SECTION 3.05. ABSENCE OF CHANGES. Since December 31, 1993,
------------ ------------------
there has not been any material adverse change in the financial
condition, the results of operations or the business of Boatmen's
and its subsidiaries taken as a whole, nor have there been any
events or transactions having such a material adverse effect which
should be disclosed in order to make the Boatmen's Financial
Statements not misleading.

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<PAGE> 86

SECTION 3.06. LITIGATION. There is no litigation, claim or
------------ ----------
other proceeding pending or, to the knowledge of Boatmen's,
threatened, against Boatmen's or any of its subsidiaries, or of
which the property of Boatmen's or any of its subsidiaries is or
would be subject which would have a material adverse effect on the
business of Boatmen's and its subsidiaries taken as a whole.

SECTION 3.07. REPORTS. Boatmen's and each of its
------------ -------
subsidiaries has filed all material reports and statements,
together with any amendments required to be made with respect
thereto, that it was required to file with (i) the S.E.C., (ii) the
Federal Reserve Board, (iii) the Office of the Comptroller of the
Currency, (iv) the FDIC, (v) any applicable state securities or
banking authorities having jurisdiction, (vi) Nasdaq, and (vii) any
other governmental authority with jurisdiction over Boatmen's or
any of its significant subsidiaries, except where the failure to
file any such reports or statements is not material to Boatmen's
and its subsidiaries taken as a whole. As of their respective
dates, each of such reports and documents, as amended, including
the financial statements, exhibits and schedules thereto, complied
in all material respects with the relevant statutes, rules and
regulations enforced or promulgated by the regulatory authority
with which they were filed, and did not contain any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they
were made, not misleading.

SECTION 3.08. COMPLIANCE WITH LAW. Boatmen's and, to the
------------ -------------------
extent material to Boatmen's and its subsidiaries taken as a whole,
the subsidiaries of Boatmen's, have all licenses, franchises,
permits and other governmental authorizations that are legally
required to enable them to conduct their respective businesses in
all material respects and are in compliance in all material
respects with all applicable laws and regulations.

SECTION 3.09. STATEMENTS TRUE AND CORRECT. None of the
------------ ---------------------------
information supplied or to be supplied by Boatmen's or
AcquisitionCo for inclusion in (i) the Registration Statement (as
defined in Section 4.06 hereof), (ii) the Proxy
Statement/Prospectus (as defined in Section 4.03 hereof) and
(iii) any other documents to be filed with the S.E.C., Nasdaq, the
American Stock Exchange or any banking or other regulatory
authority in connection with the transactions contemplated hereby,
will, at the respective times such documents are filed, and, in the
case of the Registration Statement, when it becomes effective, and
with respect to the Proxy Statement/Prospectus, when first mailed
to the stockholders of Worthen and at the time of such stockholders
meeting, contain any untrue statement of a material fact, or omit
to state any material fact necessary in order to make the
statements made therein, in light of the circumstances under which
they are made, not misleading. All documents that Boatmen's is
responsible for filing with the S.E.C., Nasdaq or any other
regulatory authority in connection with the transactions
contemplated hereby will comply as to form in all material respects
with the provisions of applicable law and any rules and regulations
thereunder.

ARTICLE FOUR
------------

AGREEMENTS OF WORTHEN
---------------------

SECTION 4.01. BUSINESS IN ORDINARY COURSE.
------------ ---------------------------

(a) Worthen shall not declare or pay any dividend or make any
other distribution to shareholders, whether in cash, stock or other
property, after the date of this Agreement, except that Worthen may
declare and pay its regular quarterly dividend on the Worthen
Common not to exceed $0.15 per share at

A-12
<PAGE> 87

approximately the same time during each quarter which it has historically
declared and paid such dividend; provided, however, that Worthen and Boatmen's
shall cooperate with each other to coordinate the record and payment
dates of their respective dividends for the quarter in which the
Effective Time occurs such that the Worthen shareholders shall
receive a quarterly dividend from either Worthen or Boatmen's but
not from both with respect to such quarter.

(b) Worthen shall, and shall cause each of its subsidiaries
to, continue to carry on after the date hereof its respective
business and the discharge or incurrence of obligations and lia-
bilities, only in the usual, regular and ordinary course of
business, as heretofore conducted, and by way of amplification and
not limitation, Worthen and each of its subsidiaries will not,
without the prior written consent of Boatmen's (which shall not be
unreasonably withheld):

(i) issue any Worthen Common or other capital stock or
any options, warrants, or other rights to subscribe for or
purchase Worthen Common or any other capital stock or any
securities convertible into or exchangeable for any capital
stock of Worthen or any of its subsidiaries (except for the
issuance of Worthen Common pursuant to the valid exercise of
Worthen Stock Options, as defined in Section 5.04 hereof,
which are outstanding on the date of this Agreement); or

(ii) directly or indirectly redeem, purchase or otherwise
acquire any Worthen Common or any other capital stock of
Worthen or its subsidiaries; or

(iii) effect a reclassification, recapitalization,
splitup, exchange of shares, readjustment or other similar
change in or to any capital stock or otherwise reorganize or
recapitalize; or

(iv) change its certificate or articles of incorporation
or association, as the case may be, or bylaws; or

(v) grant any increase, other than ordinary and normal
increases consistent with past practices, in the compensation
payable or to become payable to officers or salaried
employees, grant any stock options or, except as required by
law, adopt or make any change in any bonus, insurance,
pension, or other Employee Plan, agreement, payment or
arrangement made to, for or with any of such officers or
employees; or

(vi) borrow or agree to borrow any amount of funds except
in the ordinary course of business, or directly or indirectly
guarantee or agree to guarantee any obligations of others; or

(vii) make or commit to make any new loan or letter of
credit or any new or additional discretionary advance under
any existing line of credit, in principal amounts in excess of
$2,000,000 or that would increase the aggregate credit
outstanding to any one borrower (or group of affiliated
borrowers) to more than $15,000,000 (excluding for this
purpose any accrued interest or overdrafts), without the prior
written consent of Boatmen's, acting through its Executive
Vice President-Loan Administration or such other designee as
Boatmen's may give notice of to Worthen; or

(viii) purchase or otherwise acquire any investment
security for its own account having an average remaining life
to maturity greater than five years or any asset-backed
securities other than those issued or guaranteed by the
Government National Mortgage Association, the Federal National
Mortgage Association or the Federal Home Loan Mortgage
Corporation; or

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<PAGE> 88

(ix) increase or decrease the rate of interest paid on
time deposits, or on certificates of deposit, except in a
manner and pursuant to policies consistent with past
practices; or

(x) enter into any agreement, contract or commitment out
of the ordinary course of business or having a term in excess
of three (3) months other than letters of credit, loan
agreements, deposit agreements, and other lending, credit and
deposit agreements and documents made in the ordinary course
of business; or

(xi) except in the ordinary course of business, place on
any of its assets or properties any mortgage, pledge, lien,
charge, or other encumbrance; or

(xii) except in the ordinary course of business, cancel or
accelerate any material indebtedness owing to Worthen or its
subsidiaries or any claims which Worthen or its subsidiaries
may possess or waive any material rights of substantial value;
or

(xiii) sell or otherwise dispose of any real property or
any material amount of any tangible or intangible personal
property other than properties acquired in foreclosure or
otherwise in the ordinary collection of indebtedness to
Worthen and its subsidiaries; or

(xiv) foreclose upon or otherwise take title to or
possession or control of any real property without first
obtaining a phase one environmental report thereon which
indicates that the property is free of pollutants,
contaminants or hazardous or toxic waste materials; provided,
however, that Worthen and its subsidiaries shall not be
required to obtain such a report with respect to single
family, non-agricultural residential property of one acre or
less to be foreclosed upon unless it has reason to believe
that such property might contain any such waste materials or
otherwise might be contaminated; or

(xv) commit any act or fail to do any act which will
cause a breach of any agreement, contract or commitment and
which will have a material adverse effect on Worthen's and its
subsidiaries' business, financial condition, or earnings; or

(xvi) violate any law, statute, rule, governmental
regulation, or order, which violation might have a material
adverse effect on Worthen's and its subsidiaries' business,
financial condition, or earnings; or

(xvii) purchase any real or personal property or make any
other capital expenditure where the amount paid or committed
therefor is in excess of $1,000,000.

(c) Worthen and its subsidiaries shall not, without the prior
written consent of Boatmen's, engage in any transaction or take any
action that would knowingly render untrue in any material respect
any of the representations and warranties of Worthen contained in
Article Two hereof, if such representations and warranties were
given as of the date of such transaction or action.

(d) Worthen shall promptly notify Boatmen's in writing of the
occurrence of any matter or event known to and directly involving
Worthen, which would not include any changes in conditions that
affect the banking industry generally, that is materially adverse
to the business, operations, properties, assets, or condition
(financial or otherwise) of Worthen and its subsidiaries taken as
a whole.

A-14
<PAGE> 89

(e) Worthen shall not, on or before the earlier of the Closing
Date or the date of termination of this Agreement, solicit or
encourage, or, subject to the fiduciary duties of its directors as
advised by counsel, negotiate with or provide any information to,
any person in connection with, any proposal from any person for the
acquisition of all or any substantial portion of the business,
assets, shares of Worthen Common or other securities of Worthen and
its subsidiaries. Worthen shall promptly (which for this purpose
shall mean within twenty-four hours) advise Boatmen's of its
receipt of any such proposal or inquiry concerning any possible
such proposal, the substance of such proposal or inquiry, and the
identity of such person.

SECTION 4.02. BREACHES. Worthen shall, in the event it has
------------ --------
knowledge of the occurrence, or impending or threatened occurrence,
of any event or condition which would cause or constitute a failure
of any condition precedent to either party's obligation to effect
the Merger or a material breach (or would have caused or
constituted a material breach had such event occurred or been known
prior to the date hereof) of any of its representations or
agreements contained or referred to herein, give prompt written
notice thereof to Boatmen's and use its best efforts to prevent or
promptly remedy the same.

SECTION 4.03. SUBMISSION TO SHAREHOLDERS. Worthen shall
------------ --------------------------
cause to be duly called and held, on a date mutually selected by
Boatmen's and Worthen, a special meeting of its shareholders (the
"Shareholders' Meeting") for submission of this Agreement and the
Merger for approval of such Worthen shareholders as required by the
Corporate Law. In connection with the Shareholders' Meeting,
(i) Worthen shall cooperate and assist Boatmen's in preparing and
filing a Proxy Statement/Prospectus (the "Proxy
Statement/Prospectus") with the S.E.C., (ii) such Proxy
Statement/Prospectus shall be subject to approval by Worthen at the
time that the Registration Statement is filed by Boatmen's, at the
time any amendment thereto is filed, at the time the Proxy
Statement/Prospectus is mailed to Worthen's shareholders and at the
time of the Shareholders' Meeting, (iii) Boatmen's shall keep
Worthen and its counsel fully informed of all comments received on
the Registration Statement, as received, and to the extent comments
or other proposed changes in the Proxy Statement/Prospectus relates
to Worthen, Boatmen's shall permit Worthen and its counsel to
participate in responding to such comments, (iv) Worthen shall
furnish Boatmen's all information concerning itself that Boatmen's
may reasonably request in connection with such Proxy
Statement/Prospectus, and (v) the Board of Directors of Worthen
shall (subject to compliance with its fiduciary duties as advised
by counsel) recommend to its shareholders the approval of this
Agreement and the Merger contemplated hereby, mail the Proxy
Statement/Prospectus to its shareholders, and use its best efforts
to obtain such shareholder approval.

SECTION 4.04. CONSENTS TO CONTRACTS AND LEASES. Worthen
------------ --------------------------------
shall use its best efforts to obtain all necessary consents with
respect to all interests of Worthen and its subsidiaries in any
material leases, licenses, contracts, instruments and rights which
require the consent of another person for their transfer or
assumption pursuant to the Merger, if any.

SECTION 4.05. CONFORMING ACCOUNTING AND RESERVE POLICIES;
------------ -------------------------------------------
RESTRUCTURING EXPENSES.
- ----------------------

(a) Notwithstanding that Worthen believes that it and its
subsidiaries have established all reserves and taken all provisions
for possible loan losses required by generally accepted accounting
principles and applicable laws, rules and regulations, Worthen
recognizes that Boatmen's may have adopted different loan, accrual
and reserve policies (including loan classifications and levels of
reserves for possible loan losses). From and after the date of
this Agreement to the Effective Time, Worthen and Boatmen's shall
consult and cooperate with each other with respect to conforming,
as specified in a written notice from Boatmen's to

A-15
<PAGE> 90

Worthen, based upon such consultation and as hereinafter provided, the loan,
accrual and reserve policies of Worthen and its subsidiaries to
those policies of Boatmen's.

(b) In addition, from and after the date of this Agreement to
the Effective Time, Worthen and Boatmen's shall consult and
cooperate with each other with respect to determining, as specified
in a written notice from Boatmen's to Worthen, based upon such
consultation and as hereinafter provided, appropriate accruals,
reserves and charges to establish and take in respect of excess
equipment write-off or write-down of various assets and other
appropriate charges and accounting adjustments taking into account
the parties' business plans following the Merger.

(c) Worthen and Boatmen's shall consult and cooperate with
each other with respect to determining, as specified in a written
notice from Boatmen's to Worthen, based upon such consultation and
as hereinafter provided, the amount and the timing for recognizing
for financial accounting purposes the expenses of the Merger and
the restructuring charges related to or to be incurred in
connection with the Merger.

(d) At the request of Boatmen's, Worthen shall establish and
take such reserves and accruals as Boatmen's shall request to
conform Worthen's loan, accrual and reserve policies to Boatmen's
policies, shall establish and take such accruals, reserves and
charges in order to implement such policies in respect of excess
facilities and equipment capacity, severance costs, litigation
matters, write-off or write-down of various assets and other
appropriate accounting adjustments, and to recognize for financial
accounting purposes such expenses of the Merger and restructuring
charges related to or to be incurred in connection with the Merger,
in each case at such times as are mutually agreeable to Boatmen's
and Worthen; provided, however, that it is the objective of
Boatmen's and Worthen that such reserves, accruals and charges
referred to in this Section 4.05 be taken as at or immediately
prior to December 31, 1994, and, in all events, not later than as
of immediately prior to the Closing Date, provided that if such
reserves, accruals and charges are to be taken as at or prior to
December 31, 1994 and the Closing Date is to occur thereafter,
Boatmen's shall certify to Worthen on or prior to January 15, 1995,
that the bank regulatory approval conditions to its obligations
contemplated by Section 6.01(d) have been satisfied or waived
(except to the extent that any waiting period associated therewith
may then have commenced but not expired) and Boatmen's and Worthen
shall have mutually agreed by January 15, 1995 to the scheduling of
the Closing Date to be no later than February 15, 1995; and
provided, further, that Worthen shall not be required to take any
such action that is not consistent with generally accepted
accounting principles.

SECTION 4.06. CONSUMMATION OF AGREEMENT. Worthen shall,
------------ -------------------------
subject to the fulfillment of the fiduciary duties of the Board of
Directors of Worthen, use its best efforts to perform and fulfill
all conditions and obligations on its part to be performed or
fulfilled under this Agreement and to effect the Merger in
accordance with the terms and provisions hereof. Worthen shall
furnish to Boatmen's in a timely manner all information, data and
documents in the possession of Worthen requested by Boatmen's as
may be required to obtain any necessary regulatory or other
approvals of the Merger or to file with the S.E.C. a registration
statement on Form S-4 (the "Registration Statement") relating to
the shares of Boatmen's Common to be issued to the shareholders of
Worthen pursuant to the Merger and this Agreement and shall
otherwise cooperate fully with Boatmen's to carry out the purpose
and intent of this Agreement.

SECTION 4.07. ENVIRONMENTAL REPORTS. Worthen shall provide
------------ ---------------------
to Boatmen's, as soon as reasonably practical, but not later than
sixty (60) days after the date hereof, a report of a phase one
environmental investigation on all real property owned, leased or
operated by Worthen or its subsidiaries as of the date

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<PAGE> 91

hereof (but excluding space in retail and similar establishments leased by
Worthen for automatic teller machines or bank branch facilities
where the space leased comprises less than 20% of the total space
leased to all tenants of such property) and within ten (10) days
after the acquisition or lease of any real property acquired or
leased by Worthen or its subsidiaries after the date hereof (but
excluding space in retail and similar establishments leased by
Worthen for automatic teller machines or bank branch facilities
where the space leased comprises less than 20% of the total space
leased to all tenants of such property), except as otherwise
provided in Section 4.01(b)(xiv). If required by the phase one
investigation in Boatmen's reasonable opinion, Worthen shall
provide to Boatmen's a report of a phase two investigation on
properties requiring such additional study. Boatmen's shall have
fifteen (15) business days from the receipt of any such phase two
investigation report to notify Worthen of any dissatisfaction with
the contents of such report. Should the cost of taking all
remedial or other corrective actions and measures (i) required by
applicable law, or (ii) recommended or suggested by such report or
reports or prudent in light of serious life, health or safety
concerns, in the aggregate, exceed the sum of Ten Million Dollars
($10,000,000) as reasonably estimated by an environmental expert
retained for such purpose by Boatmen's and reasonably acceptable to
Worthen, or if the cost of such actions and measures cannot be so
reasonably estimated by such expert to be such amount or less with
any reasonable degree of certainty, then Boatmen's shall have the
right pursuant to Section 7.03 hereof, for a period of fifteen (15)
business days following receipt of such estimate or indication that
the cost of such actions and measures can not be so reasonably
estimated, to terminate this Agreement, which shall be Boatmen's
sole remedy in such event.

SECTION 4.08. RESTRICTION ON RESALES. Worthen shall obtain
------------ ----------------------
and deliver to Boatmen's, within forty-five (45) days after the
date of this Agreement, the signed agreement, in the form of
Exhibit 4.08 hereto (the "Shareholder Letters"), of each person who
may reasonably be deemed an "affiliate" of Worthen within the
meaning of such term as used in Rule 145 under the Securities Act
of 1933, as amended (the "Securities Act"), and of any person who
may become an affiliate of Worthen after the date of this Agreement
within forty-five (45) days after such person becomes such an
affiliate, regarding (i) compliance with the provisions of such
Rule 145, and (ii) compliance with the requirements of Accounting
Principles Board Opinion No. 16 regarding the disposition of shares
of Worthen Common or Boatmen's Common (or reduction of risk with
respect thereto) until such time as financial results covering at
least thirty (30) days of post-Merger combined operations have been
published. Worthen shall notify all affiliates as far in advance
as is reasonably practicable of the date on which the thirty (30)
day period prior to the Closing Date is likely to begin.

SECTION 4.09. ACCESS TO INFORMATION. Worthen shall permit
------------ ---------------------
Boatmen's reasonable access in a manner which will avoid undue
disruption or interference with Worthen's normal operations to its
properties and shall disclose and make available to Boatmen's all
books, documents, papers and records relating to its assets, stock,
ownership, properties, operations, obligations and liabilities,
including, but not limited to, all books of account (including the
general ledger), tax records, minute books of directors' and
stockholders' meetings, organizational documents, material
contracts and agreements, loan files, filings with any regulatory
authority, accountants' workpapers (if available and subject to the
respective independent accountants' consent), litigation files (but
only to the extent that such review would not result in a material
waiver of the attorney-client or attorney work product privileges
under the rules of evidence), plans affecting employees, and any
other business activities or prospects in which Boatmen's may have
a reasonable and legitimate interest in furtherance of the
transactions contemplated by this Agreement. Worthen shall deliver
to Boatmen's within ten (10) business days after the date hereof a
true, accurate and complete copy of each written plan or program
disclosed in Section 2.12(c) of the Disclosure Schedule and, with
respect to each such plan or program, all (i) amendments or
supplements thereto, (ii) summary plan descriptions, (iii) lists of
all current participants and all participants with benefit
entitlements, (iv) contracts relating to plan

A-17
<PAGE> 92

documents, (v) actuarial valuations for any defined benefit plan, (vi)
valuations for any plan as of the most recent date,
(vii) determination letters from the Internal Revenue Service,
(viii) the most recent annual report filed with the Internal
Revenue Service, (ix) registration statements on Form S-8 and
prospectuses, (x) trust agreements, and (xi) a copy of each
agreement described in Section 2.09. Boatmen's will hold any such
information which is nonpublic in confidence in accordance with the
provisions of Section 8.01 hereof.

ARTICLE FIVE
------------

AGREEMENTS OF BOATMEN'S AND ACQUISITIONCO
-----------------------------------------

SECTION 5.01. REGULATORY APPROVALS AND REGISTRATION
------------ -------------------------------------
STATEMENT. Boatmen's shall file all regulatory applications
- ---------
required in order to consummate the Merger, including but not
limited to the necessary applications for the prior approval of the
Federal Reserve Board, the Arkansas State Bank Commissioner and the
Finance Commission of the State of Texas. Boatmen's shall file
with the S.E.C. the Registration Statement relating to the shares
of Boatmen's Common to be issued to the shareholders of Worthen
pursuant to this Agreement, and shall use its best efforts to cause
the Registration Statement to become effective. Boatmen's shall
keep Worthen reasonably informed as to the status of such
applications and filings and make available to Worthen, prior to
making all such applications and filings and upon reasonable
request by Worthen from time to time, copies of such applications
and any supplementally filed materials and promptly make available
to Worthen copies of any comment letters and any other materials
received by Boatmen's in connection therewith, and Worthen shall be
permitted to participate in the processing of each application and
responses thereto. At the time the Registration Statement becomes
effective, the Registration Statement shall comply in all material
respects with the provisions of the Securities Act and the
published rules and regulations thereunder, and shall not contain
any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein not false or misleading, and at the time of
mailing thereof to the shareholders of Worthen, at the time of the
Shareholders' Meeting and at the Effective Time the Proxy
Statement/Prospectus included as part of the Registration
Statement, as amended or supplemented by any amendment or
supplement, shall not contain any untrue statement of a material
fact or omit to state any material fact necessary to make the
statements therein not false or misleading. Boatmen's shall timely
file all documents required to obtain all necessary Blue Sky
permits and approvals, if any, required to carry out the
transactions contemplated by this Agreement, shall pay all expenses
incident thereto and shall use its best efforts to obtain such
permits and approvals on a timely basis. Boatmen's shall promptly
and properly prepare and file (i) any application required to list
on Nasdaq the shares of Boatmen's Common to be issued pursuant to
the Merger, and (ii) any filings required under the Securities
Exchange Act of 1934 (the "Exchange Act") relating to the Merger
and the transactions contemplated herein. Boatmen's shall not take
any action at any time after the Effective Time which would cause
the Merger not to qualify as a reorganization within the meaning of
Section 368 of the Code.

SECTION 5.02. BREACHES. Boatmen's shall, in the event it has
------------ --------
knowledge of the occurrence, or impending or threatened occurrence,
of any event or condition which would cause or constitute a failure
of any condition precedent to either party's obligations to effect
the Merger or a material breach (or would have caused or
constituted a material breach had such event occurred or been known
prior to the date hereof) of any of its representations or
agreements contained or referred to herein, give prompt written
notice thereof to Worthen and use its best efforts to prevent or
promptly remedy the same.

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<PAGE> 93

SECTION 5.03. CONSUMMATION OF AGREEMENT. Boatmen's and
------------ -------------------------
AcquisitionCo shall use their respective best efforts to perform
and fulfill all conditions and obligations on their part to be
performed or fulfilled under this Agreement and to effect the
Merger in accordance with the terms and conditions of this
Agreement.

SECTION 5.04. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS.
------------ -------------------------------------------

(a) At the Effective Time, each outstanding option to purchase
shares of Worthen Common (a "Worthen Stock Option") issued pursuant
to the Worthen Banking Corporation 1984 Amended and Substituted
Stock Option Plan and the Worthen Banking Corporation 1993 Stock
Option Plan (together the "Stock Option Plans") whether or not
exercisable or vested, shall be assumed by Boatmen's as hereinafter
provided. Each Worthen Stock Option shall be deemed to constitute
an option to acquire, on the same terms and conditions as were
applicable under such Worthen Stock Option, the same number of full
shares of Boatmen's Common as the holder of such Worthen Stock
Option would have been entitled to receive pursuant to the Merger
had such holder exercised such option in full immediately prior to
the Effective Time, at a price per share equal to (y) the aggregate
exercise price for Worthen Common otherwise purchasable pursuant to
such Worthen Stock Option divided by (z) the number of full shares
of Boatmen's Common deemed purchasable pursuant to such Worthen
Stock Option. In no event shall Boatmen's be required to issue
fractional shares of Boatmen's Common.

(b) At the Effective Time, each outstanding stock appreciation
right (a "Worthen SAR") issued pursuant to the Stock Option Plans
shall be assumed by Boatmen's as hereinafter provided. Each
Worthen SAR shall be deemed to constitute a right to receive, on
the same terms and conditions as were applicable under such Worthen
SAR, an amount equal to the value of such Worthen SAR determined on
the applicable exercise date. From and after the Effective Time,
any references in the Stock Option Plans to the fair value of
Worthen Common shall mean and refer to the fair market value of the
number of shares of Boatmen's Common included in the Merger
Consideration.

(c) As soon as practicable after the Effective Time, Boatmen's
shall deliver to each holder of Worthen Stock Options and Worthen
SARs appropriate notices setting forth such holders' rights
pursuant to the Stock Option Plans, and the agreements evidencing
the grants of such Worthen Stock Options and Worthen SARs shall
continue in effect on the same terms and conditions (subject to the
conversion required by this Section 5.04 after giving effect to the
Merger and the assumption by Boatmen's as set forth above). To the
extent necessary to effectuate the provisions of this Section 5.04,
Boatmen's may deliver new or amended agreements reflecting the
terms of each Worthen Stock Option or Worthen SAR option assumed by
Boatmen's and amend the Stock Option Plans to reflect the terms
hereof.

(d) As soon as practicable after the Effective Time, Boatmen's
shall file with the S.E.C. a registration statement on an
appropriate form with respect to the shares of Boatmen's Common
subject to such options and shall use its best efforts to maintain
the effectiveness of such registration statement or registration
statements (and maintain the current status of the prospectus or
prospectuses with respect thereto) for so long as such options
remain outstanding.

SECTION 5.05. DIRECTORS AND OFFICERS' LIABILITY INSURANCE AND
------------ -----------------------------------------------
INDEMNIFICATION.
- ---------------

(a) Following the Effective Time, Boatmen's will provide the
directors and officers of Worthen and its subsidiaries with the
same directors' and officers' liability insurance coverage that
Boatmen's

A-19
<PAGE> 94

provides to directors and officers of its other banking
subsidiaries generally, and, in addition, for a period of three
years will use its best efforts to continue Worthen's directors'
and officers' liability insurance coverage with respect to actions
occurring prior to the Effective Time to the extent that such
coverage is obtainable for an aggregate premium not to exceed the
annual premium presently being paid by Worthen. If the aggregate
premium of such insurance would exceed such maximum amount,
Boatmen's shall use its best efforts to procure such level of
insurance having the coverage described above as can be obtained
for an aggregate premium equal to such maximum amount.

(b) For ten years after the Effective Time, Boatmen's shall
cause the Surviving Corporation (the survivor of the Merger of
Worthen and AcquisitionCo following the Effective Time, the
"Surviving Corporation") to indemnify, defend and hold harmless the
present and former officers, directors, employees and agents of
Worthen and its subsidiaries (each, an "Indemnified Party") against
all losses, expenses, attorneys fees, claims, damages or
liabilities arising out of their status as such officer, director,
employee or agent or actions or omissions occurring on or prior to
the Effective Time (including, without limitation, the transactions
contemplated by this Agreement and, further, including without
limitation, any proceeding in which an Indemnified Party becomes or
may become involved as a witness, defendant or otherwise as a
result of any such action or omission) to the fullest extent
permitted under the Corporate Law and by Worthen's Articles of
Incorporation and bylaws as in effect on the date hereof, including
provisions relating to advances of expenses incurred in the defense
of any action or suit. Boatmen's shall cause the Surviving
Corporation to provide indemnification in all situations in which
the Surviving Corporation board of directors could lawfully grant
such indemnification.

(c) If after the Effective Time the Surviving Corporation or
any of its successors or assigns (i) shall consolidate with or
merge into any other corporation or entity and shall not be the
continuing or surviving corporation or entity of such consolidation
or merger or (ii) shall transfer all or substantially all of its
properties and assets to any individual, corporation or other
entity, then and in each such case, proper provision shall be made
so that the successors and assigns of the Surviving Corporation
shall assume any remaining obligations set forth in this Section
5.05. If the Surviving Corporation shall liquidate, dissolve or
otherwise wind up its business, then Boatmen's shall indemnify,
defend and hold harmless each Indemnified Party to the same extent
and on the same terms that the Surviving Corporation was so
obligated pursuant to this Section 5.05.

SECTION 5.06. EMPLOYEE BENEFITS. Boatmen's shall, with
------------ -----------------
respect to each person who remains an employee of Worthen or its
subsidiaries following the Closing Date (each a "Continued
Employee"), provide the benefits described in this Section 5.06.
Subject to the right of subsequent amendment or termination in
Boatmen's discretion, each Continued Employee shall be entitled, as
a new employee of a subsidiary of Boatmen's, to participate in such
employee benefit plans, as defined in Section 3(3) of ERISA, or any
non-qualified employee benefit plans or deferred compensation,
stock option, bonus or incentive plans, or other employee benefit
or fringe benefit programs that may be in effect generally for
employees of all of Boatmen's subsidiaries (the "Boatmen's Plans"),
if and as a Continued Employee shall be eligible and, if required,
selected for participation therein and otherwise shall not be
participating in a similar plan maintained by Worthen after the
Effective Time. Worthen employees will be eligible to participate
on the same basis as similarly situated employees of other
Boatmen's subsidiaries. All such participation shall be subject to
such terms of such plans as may be in effect from time to time and
this Section 5.06 is not intended to give Continued Employees any
rights or privileges superior to those of other employees of
Boatmen's subsidiaries. Boatmen's may terminate or modify all
Employee Plans except insofar as benefits thereunder shall have
vested on the Closing Date and cannot be modified and Boatmen's
obligation under

A-20
<PAGE> 95

this Section 5.06 shall not be deemed or construed
so as to provide duplication of similar benefits but, subject to
that qualification, Boatmen's shall, for purposes of vesting and
any age or period of service requirements for commencement of
participation with respect to any Boatmen's Plans in which
Continued Employees may participate, credit each Continued Employee
with his or her term of service with Worthen and its subsidiaries.

SECTION 5.07. ACCESS TO INFORMATION. Boatmen's shall permit
------------ ---------------------
Worthen reasonable access in a manner which will avoid undue
disruption or interference with Boatmen's normal operations to its
properties and shall disclose and make available to Worthen all
books, documents, papers and records relating to its assets, stock,
ownership, properties, operations, obligations and liabilities,
including, but not limited to, all books of account (including the
general ledger), tax records, minute books of directors' and
stockholders' meetings, organizational documents, material
contracts and agreements, loan files, filings with any regulatory
authority, accountants' workpapers (if available and subject to the
respective independent accountants' consent), litigation files (but
only to the extent that such review would not result in a material
waiver of the attorney-client or attorney work product privileges
under the rules of evidence), plans affecting employees, and any
other business activities or prospects in which Worthen may have a
reasonable and legitimate interest in furtherance of the
transactions contemplated by this Agreement. Worthen will hold any
such information which is nonpublic in confidence in accordance
with the provisions of Section 8.01 hereof.

ARTICLE SIX
-----------

CONDITIONS PRECEDENT TO THE MERGER
----------------------------------

SECTION 6.01. CONDITIONS TO BOATMEN'S OBLIGATIONS. Boatmen's
------------ -----------------------------------
and AcquisitionCo's obligations to effect the Merger shall be
subject to the satisfaction (or waiver by Boatmen's) prior to or on
the Closing Date of the following conditions:

(a) The representations and warranties made by Worthen in this
Agreement (i) which are not qualified as to the best knowledge of
Worthen, shall be true in all respects material to the financial
condition, results of operations, business or prospects of Worthen
and its subsidiaries taken as a whole (except that the
representations and warranties made in Sections 2.01 and 2.02 shall
be true and correct in all respects material to the subject matter
thereof in light of the transaction contemplated hereby) on and as
of the Closing Date with the same effect as though such
representations and warranties had been made or given on and as of
the Closing Date, and (ii) which are qualified as to the best
knowledge of Worthen, shall be true in all respects material to the
financial condition, results of operations, business or prospects
of Worthen and its subsidiaries taken as a whole, even if such best
knowledge qualification is disregarded (i.e., even if, for purposes
of this Section 6.01(a) only, the words "to the best knowledge of
Worthen" had not been included in such representation and warranty)
on and as of the Closing Date with the same effect as though such
representations and warranties had been made or given on and as of
the Closing Date;

(b) Worthen shall have performed and complied in all material
respects with all of its obligations and agreements required to be
performed prior to the Closing Date under this Agreement;

A-21
<PAGE> 96

or other person seeking any of the foregoing be pending. There
shall not be any action taken, or any statute, rule, regulation or
order enacted, entered, enforced or deemed applicable to the Merger
which makes the consummation of the Merger illegal;

(d) All necessary regulatory approvals, consents,
authorizations and other approvals required by law for consummation
of the Merger shall have been obtained and all waiting periods
required by law shall have expired;

(e) Boatmen's shall have received the Shareholder Letters and
all other documents required to be received from Worthen on or
prior to the Closing Date, all in form and substance reasonably
satisfactory to Boatmen's;

(f) Boatmen's shall have received an opinion letter, dated as
of the Closing Date, from Ernst & Young, its independent public
accountants, to the effect that the Merger will qualify for pooling
of interests accounting treatment under Accounting Principles Board
Opinion No. 16 if closed and consummated in accordance with this
Agreement; provided, however, that this condition shall be deemed
to have been waived by Boatmen's if it takes any unilateral action
after the date of this Agreement without the written consent of
Worthen, which such action constitutes the sole reason for Ernst &
Young to be unable to render such opinion;

(g) The Registration Statement shall be effective under the
Securities Act and no stop orders suspending the effectiveness of
the Registration Statement shall be in effect or proceedings for
such purpose pending before or threatened by the S.E.C. or any
state securities agency; and

(h) Boatmen's shall have received a ruling of the Internal
Revenue Service, if obtainable pursuant to Internal Revenue Service
Rev. Proc. 93-3, or, if not so obtainable or if the parties
mutually agree, an opinion of counsel mutually acceptable to
Boatmen's and Worthen to the effect that if the Merger is
consummated in accordance with the terms set forth in this
Agreement (i) the Merger will constitute a reorganization within
the meaning of Section 368(a) of the Code; (ii) no gain or loss
will be recognized by the holders of shares of Worthen Common upon
receipt of Merger Consideration (except for cash received in lieu
of fractional shares); (iii) the basis of shares of Boatmen's
Common received by the shareholders of Worthen will be the same as
the basis of shares of Worthen Common exchanged therefor; and
(iv) the holding period of the shares of Boatmen's Common received
by such shareholders will include the holding period of the shares
of Worthen Common exchanged therefor, provided such shares were
held as capital assets as of the Effective Time.

SECTION 6.02. CONDITIONS TO WORTHEN'S OBLIGATIONS. Worthen's
------------ -----------------------------------
obligation to effect the Merger shall be subject to the
satisfaction (or waiver by Worthen) prior to or on the Closing Date
of the following conditions:

(a) The representations and warranties made by Boatmen's and
AcquisitionCo in this Agreement shall be true in all respects
material to the financial condition, results of operations,
business or prospects of Boatmen's and its subsidiaries taken as a
whole (except that the representations and warranties made in
Sections 3.01 and 3.02 shall be true and correct in all respects
material to the subject matter thereof in light of the transaction
contemplated hereby) on and as of the Closing Date with the same
effect as though such representations and warranties had been made
or given on the Closing Date;

A-22
<PAGE> 97

(b) Boatmen's and AcquisitionCo shall have performed and
complied in all material respects with all of their obligations and
agreements hereunder required to be performed prior to the Closing
Date under this Agreement;

(c) No temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent
jurisdiction or other legal restraint or prohibition (an
"Injunction") preventing the consummation of the Merger shall be in
effect, nor shall any proceeding by any bank regulatory authority
or other governmental agency seeking any of the foregoing be
pending. There shall not be any action taken, or any statute,
rule, regulation or order enacted, entered, enforced or deemed
applicable to the Merger which makes the consummation of the Merger
illegal;

(d) All necessary regulatory approvals, consents,
authorizations and other approvals, including the requisite
approval of this Agreement and the Merger by the shareholders of
Worthen, required by law for the consummation of the Merger shall
have been obtained and all waiting periods required by law shall
have expired;

(e) Worthen shall have received, on or before the date of the
mailing of the Proxy Statement/Prospectus, from its investment
banker, PaineWebber, Inc., the reaffirmation of the opinion of such
investment banker, originally rendered and delivered to Worthen at
the meeting of the Board of Directors of Worthen at which this
Agreement was approved by such Board of Directors, to the effect
that the transaction contemplated hereby is fair to the Worthen
shareholders from a financial point of view;

(f) Worthen shall have received all documents required to be
received from Boatmen's on or prior to the Closing Date, all in
form and substance reasonably satisfactory to Worthen;

(h) Worthen shall have received the pooling letter of Ernst
& Young contemplated by Section 6.01(f) hereof.

(i) Worthen shall have received a ruling of the Internal
Revenue Service, if obtainable pursuant to Internal Revenue Service
Rev. Proc. 93-3, or, if not so obtainable or if the parties
mutually agree, an opinion of counsel mutually acceptable to
Worthen and Boatmen's to the effect that if the Merger is
consummated in accordance with the terms set forth in this
Agreement (i) the Merger will constitute a reorganization within
the meaning of Section 368(a) of the Code; (ii) no gain or loss
will be recognized by the holders of shares of Worthen Common upon
receipt of Merger Consideration (except for cash received in lieu
of fractional shares); (iii) the basis of shares of Boatmen's
Common received by the shareholders of Worthen will be the same as
the basis of shares of Worthen Common exchanged therefor; and
(iv) the holding period of the shares of Boatmen's Common received
by such shareholders will include the holding period of the shares
of Worthen Common exchanged therefor, provided such shares were
held as capital assets as of the Effective Time.

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<PAGE> 98

ARTICLE SEVEN
-------------

TERMINATION OR ABANDONMENT
--------------------------

SECTION 7.01. MUTUAL AGREEMENT. This Agreement may be
------------ ----------------
terminated by the mutual written agreement of Boatmen's and Worthen
at any time prior to the Closing Date, regardless of whether
approval of this Agreement and the Merger by the shareholders of
Worthen shall have been previously obtained.

SECTION 7.02. BREACH OF AGREEMENTS. In the event that there
------------ --------------------
is a breach in any of the representations and warranties or
agreements of Boatmen's or Worthen which, if not cured, would cause
a condition set forth in Sections 6.01(a) or (b), or 6.02(a) or
(b), respectively, not to be satisfied, which breach is not cured
within thirty (30) days after notice to cure such breach is given
to the breaching party by the non-breaching party, then the non-
breaching party, regardless of whether approval of this Agreement
and the Merger by the shareholders of Worthen shall have been
previously obtained, may terminate and cancel this Agreement by
providing written notice of such action to the other party hereto.

SECTION 7.03. ENVIRONMENTAL REPORTS. Boatmen's may terminate
------------ ---------------------
this Agreement to the extent provided by Section 4.07 and this
Section 7.03 by giving written notice thereof to Worthen.

SECTION 7.04. FAILURE OF CONDITIONS. In the event any of the
------------ ---------------------
conditions to the obligations of either party are not satisfied or
waived on or prior to the Closing Date, and if any applicable cure
period provided in Section 7.02 hereof has lapsed, then such party
may, regardless of whether approval of this Agreement and the
Merger by the shareholders of Worthen shall have been previously
obtained, terminate and cancel this Agreement by delivery of
written notice of such action to the other party on such date.

SECTION 7.05. REGULATORY APPROVAL DENIAL. If any regulatory
------------ --------------------------
application filed pursuant to Section 5.01 hereof should be finally
denied or disapproved by the respective regulatory authority, then
this Agreement thereupon shall be deemed terminated and canceled.
A request for additional information or undertaking by Boatmen's,
as a condition for approval, shall not be deemed to be a denial or
disapproval so long as Boatmen's diligently provides the requested
information or undertaking. In the event an application is denied
pending an appeal, petition for review, or similar such act on the
part of Boatmen's (hereinafter referred to as the "appeal") then
the application will be deemed denied unless Boatmen's prepares and
timely files such appeal and continues the appellate process for
purposes of obtaining the necessary approval.

SECTION 7.06. SHAREHOLDER APPROVAL DENIAL. If this Agreement
------------ ---------------------------
and the Merger is not approved by the requisite vote of the
shareholders of Worthen at the Shareholders' Meeting, then either
party may terminate this Agreement.

SECTION 7.07. REGULATORY ENFORCEMENT MATTERS. In the event
------------ ------------------------------
that Worthen or any of its subsidiaries shall become a party or
subject to any new or amended written agreement, memorandum of
understanding, cease and desist order, imposition of civil money
penalties or other regulatory enforcement action or proceeding with
any federal or state agency charged with the supervision or
regulation of banks or bank holding companies (a "Regulatory
Matter") after the date of this Agreement, which such Regulatory
Matter is material to the financial condition, results of
operations, business or prospects of Worthen and its subsidiaries
taken as a whole, then Boatmen's may terminate this Agreement.

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<PAGE> 99

SECTION 7.08. FALL-APART DATE. If the Closing Date does not
------------ ---------------
occur on or prior to the expiration of the first anniversary of the
date of this Agreement, then this Agreement may be terminated by
either party by giving written notice thereof to the other.

SECTION 7.09. TERMINATION FEE. Upon the occurrence of a
------------ ---------------
Triggering Event (as defined below in this Section 7.09) after the
termination of this Agreement pursuant to Section 7.06 hereof,
Worthen shall pay to Boatmen's, within two (2) business days after
the occurrence of the Triggering Event, by wire transfer of
immediately available funds, the sum of Eighteen Million Dollars
($18,000,000). As used herein, the term Triggering Event shall
mean the occurrence, prior to eighteen (18) months after the
termination of this Agreement as provided in the first sentence of
this Section 7.09, of any of the following: Worthen shall have
authorized, recommended, proposed or announced an intention to
authorize, recommend or propose, or entered into, an agreement with
any person (other than Boatmen's or a subsidiary thereof) to
(A) effect a merger, consolidation or similar transaction involving
Worthen, (B) sell, lease, or otherwise dispose of assets of Worthen
or its subsidiaries representing 15% or more of the consolidated
assets of Worthen and its subsidiaries, or (C) issue, sell or
otherwise dispose of (including by way of merger, consolidation,
share exchange or any similar transaction) securities representing
20% or more of the voting power of Worthen or any subsidiaries
thereof. Notwithstanding the foregoing, no Triggering Event shall
occur and no termination fee shall be payable as a result of
Worthen's acquisition by means of any merger, consolidation, share
exchange, stock issuance, purchase or any similar transaction of
any entity having total consolidated assets equal to or less than
50% of the total consolidated assets of Worthen, provided Worthen
is the surviving parent corporation in any such transaction.

SECTION 7.10. SUPERIOR TRANSACTION. (a) Worthen may
------------ --------------------
terminate this Agreement if a corporation, partnership, person or
other entity or group shall have made an Acquisition Proposal (as
defined below) and, without causing a breach of any agreement of
Worthen as set forth in Article Four hereof, the Worthen Board of
Directors reasonably determines, in its good faith judgment and in
the exercise of its fiduciary duties (based as to legal matters on
the written opinion of legal counsel and as to financial matters on
the written opinion of an investment banking firm of national
reputation), that such Acquisition Proposal is more favorable to
the Worthen stockholders than this Agreement from a financial point
of view and that the failure to terminate this Agreement and accept
such alternative Acquisition Proposal would constitute a breach of
such fiduciary duties.

(b) The term "Acquisition Proposal" shall mean the making by
a qualified and financially capable person of any bona fide
proposal or offer to Worthen to effect a merger, consolidation or
similar transaction with Worthen, to acquire from Worthen
securities representing 20% or more of the voting power of Worthen
or to acquire subsidiaries or other assets of Worthen or its
subsidiaries representing 15% or more of the consolidated assets of
Worthen and its subsidiaries.

(c) In the event Worthen terminates this Agreement pursuant
to this Section 7.10, then Worthen shall pay to Boatmen's, within
two (2) business days of such termination by a wire transfer of
immediately available funds, the sum of Eighteen Million Dollars
($18,000,000). The provisions of this Section 7.10 shall be an
alternative to, but not in addition to, the termination fee
provisions of Section 7.09 hereof.

SECTION 7.11. DUE DILIGENCE REVIEW. In accordance with
------------ --------------------
Section 4.09 hereof, Worthen shall provide Boatmen's full and
complete access to its books, records and staff and those of its
subsidiaries to facilitate Boatmen's due diligence review of the
asset quality of Worthen and its subsidiaries. If Boatmen's, in
its sole and absolute discretion, should not be satisfied with the
results of such asset quality due diligence

A-25
<PAGE> 100

review or the asset quality of Worthen and its subsidiaries generally, then
Boatmen's may terminate this Agreement by providing written notice thereof to
Worthen on or before the fifth (5th) business day after the date of
this Agreement.

SECTION 7.12. SHAREHOLDER LETTERS. Boatmen's may terminate
------------ -------------------
this Agreement if Worthen shall fail to obtain and deliver to
Boatmen's all of the Shareholder Letters of affiliates of Worthen
as of the date of this Agreement, as provided in Section 4.08
hereof, by giving written notice thereof to Worthen within a
reasonable time after such Shareholder Letters should have been
delivered, which shall be Boatmen's sole remedy in such event.

ARTICLE EIGHT
-------------

GENERAL
-------

SECTION 8.01. CONFIDENTIAL INFORMATION. The parties
------------ ------------------------
acknowledge the confidential and proprietary nature of the
"Information" (as herein described) which has heretofore been
exchanged and which will be received from each other hereunder and
agree to hold and keep the same confidential. Such Information
will include any and all financial, technical, commercial,
marketing, customer or other information concerning the business,
operations and affairs of a party that may be provided to the
other, irrespective of the form of the communications, by such
party's employees or agents. Such Information shall not include
information which is or becomes generally available to the public
other than as a result of a disclosure by a party or its
representatives in violation of this Agreement. The parties agree
that the Information will be used solely for the purposes
contemplated by this Agreement and that such Information will not
be disclosed to any person other than employees and agents of a
party who are directly involved in evaluating the transaction. The
Information shall not be used in any way detrimental to a party,
including use directly or indirectly in the conduct of the other
party's business or any business or enterprise in which such party
may have an interest, now or in the future, and whether or not now
in competition with such other party.

SECTION 8.02. PUBLICITY. Boatmen's and Worthen shall
------------ ---------
cooperate with each other in the development and distribution of
all news releases and other public disclosures concerning this
Agreement and the Merger and shall not issue any news release or
make any other public disclosure without the prior consent of the
other party, unless it reasonably believes such is required by law
upon the advice of counsel or is in response to published newspaper
or other mass media reports regarding the transaction contemplated
hereby, in which such latter event the parties shall give
reasonable notice, and to the extent practicable, consult with each
other regarding such responsive public disclosure.

SECTION 8.03. RETURN OF DOCUMENTS. Upon termination of this
------------ -------------------
Agreement without the Merger becoming effective, each party shall
deliver to the other originals and all copies of all Information
made available to such party and will not retain any copies,
extracts or other reproductions in whole or in part of such
Information.

SECTION 8.04. NOTICES. Any notice or other communication
------------ -------
shall be in writing and shall be deemed to have been given or made
on the date of delivery, in the case of hand delivery, or three (3)
business days after deposit in the United States Registered Mail,
postage prepaid, or upon receipt if transmitted by facsimile
telecopy or any other means, addressed (in any case) as follows:

A-26
<PAGE> 101

(a) if to Boatmen's:

Boatmen's Bancshares, Inc.
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63102
Attention: Gregory L. Curl
Facsimile: 314/466-5645

with a copy to:

Lewis, Rice & Fingersh
500 North Broadway, Suite 2000
St. Louis, Missouri 63102
Attention: Thomas C. Erb
Facsimile: 314/241-6056

and

(b) if to Worthen:

Worthen Banking Corporation
Worthen National Bank of Arkansas Building
200 West Capitol Avenue
Little Rock, Arkansas 72201
Attention: Curt Bradbury
Facsimile: (501) 378-1506

with copies to:

Ivester, Skinner & Camp, P.A.
111 Center St., Suite 1200
Little Rock, Arkansas
Attention: Hermann Ivester
Facsimile: (501) 376-8536

or to such other address as any party may from time to time
designate by notice to the others.

SECTION 8.05. LIABILITIES. In the event that this Agreement
------------ -----------
is terminated pursuant to the provisions of Article Seven hereof,
no party hereto shall have any liability to any other party for
costs, expenses, damages or otherwise; provided, however, that,
notwithstanding the foregoing, (i) in the event that this Agreement
is terminated pursuant to Section 7.02 hereof solely on account of
an intentional breach of any of the representations and warranties
set forth herein or any breach of any of the agreements set forth
herein, then the non-breaching party shall be entitled to recover
appropriate damages from the breaching party, and (ii) in the event
that this Agreement is terminated for any reason other than a
breach by Worthen of any of its representations, warranties or
agreements hereunder or pursuant to Section 7.06 hereof, then
Boatmen's
$o"A-27"

shall reimburse Worthen, not later than three business
days after the date of such termination, for the cost of any
reports of phase one environmental investigations undertaken
pursuant to Section 4.07 hereof.

SECTION 8.06. NONSURVIVAL OF REPRESENTATIONS, WARRANTIES AND
------------ ----------------------------------------------
AGREEMENTS. Except for and as provided in this Section 8.06, no
- ----------
representation, warranty or agreement contained in this Agreement
shall survive the Effective Time or the earlier termination of this
Agreement. The agreements set forth in Sections 5.04, 5.05 and
5.06 shall survive the Effective Time and the agreements set forth
in Sections 1.07, the last sentence of 5.01, 7.09, 7.10, 8.01,
8.02, 8.03 and 8.05 shall survive the Effective Time or the earlier
termination of this Agreement.

SECTION 8.07. ENTIRE AGREEMENT. This Agreement constitutes
------------ ----------------
the entire agreement between the parties and supersedes and cancels
any and all prior discussions, negotiations, undertakings,
agreements in principle or other agreements between the parties
relating to the subject matter hereof.

SECTION 8.08. HEADINGS AND CAPTIONS. The captions of
------------ ---------------------
Articles and Sections hereof are for convenience only and shall not
control or affect the meaning or construction of any of the
provisions of this Agreement.

SECTION 8.09. WAIVER, AMENDMENT OR MODIFICATION. The con-
------------ ---------------------------------
ditions of this Agreement which may be waived may only be waived by
notice to the other party waiving such condition. The failure of
any party at any time or times to require performance of any
provision hereof shall in no manner affect the right at a later
time to enforce the same. This Agreement may be amended or
modified by the parties hereto, at any time before or after
approval of the Agreement by the shareholders of Worthen; provided,
however, that after any such approval no such amendment or
modification shall alter the amount or change the form of the
Merger Consideration contemplated by this Agreement to be received
by shareholders of Worthen. This Agreement not be amended or
modified except by a written document duly executed by the parties
hereto.

SECTION 8.10. RULES OF CONSTRUCTION. Unless the context
------------ ---------------------
otherwise requires: (i) a term has the meaning assigned to it;
(ii) an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted accounting
principles; (iii) "or" is not exclusive; (iv) words in the singular
may include the plural and in the plural include the singular; and
(v) "to the best knowledge of Worthen" shall mean the actual
knowledge of any director or officer of Worthen of the rank of
senior vice president or above.

SECTION 8.11. COUNTERPARTS. This Agreement may be executed
------------ ------------
in two or more counterparts, each of which shall be deemed an
original and all of which shall be deemed one and the same
instrument.

SECTION 8.12. SUCCESSORS AND ASSIGNS. This Agreement shall
------------ ----------------------
be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns. There shall be no third
party beneficiaries hereof except for the Indemnified Parties
entitled to indemnification pursuant to Section 5.05 hereof and
those persons entitled to Stock Options and Stock Appreciation
Rights under Section 5.04 hereof, each of whom shall have the right
to enforce such agreements.

SECTION 8.13. SEVERABILITY. In the event that any provisions
------------ ------------
of this Agreement or any portion thereof shall be finally
determined to be unlawful or unenforceable, such provision or
portion thereof shall be deemed to be severed from this Agreement,
and every other provision, and any portion of a provision, that is
not invalidated by such determination, shall remain in full force
and effect. To the extent that a

A-28
<PAGE> 102

provision is deemed unenforceable by virtue of its scope but may be made
enforceable by limitation thereof, such provision shall be enforceable to the
fullest extent permitted under the laws and public policies of the State whose
laws are deemed to cover enforceability. It is declared to be the
intention of the parties that they would have executed the
remaining provisions without including any that may be declared
unenforceable.

SECTION 8.14. GOVERNING LAW; ASSIGNMENT. This Agreement
------------ -------------------------
shall be governed by the laws of the State of Missouri, except to
the extent that the Corporate Law must govern the Merger
procedures, and applicable federal laws and regulations. This
Agreement may not be assigned by either of the parties hereto.

IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.

WORTHEN BANKING CORPORATION

By /s/ Curt Bradbury
-------------------------------------------------
Curt Bradbury
Chairman and Chief Executive Officer

BOATMEN'S BANCSHARES, INC.

By /s/ Gregory L. Curl
-------------------------------------------------
Gregory L. Curl
Vice Chairman

BBI ACQUISITIONCO, INC.

By:/s/ Gregory L. Curl
-------------------------------------------------
Gregory L. Curl
President

A-29
<PAGE> 103
EXHIBIT 1.09(A)
---------------

WORTHEN'S LEGAL OPINION MATTERS

1. The due incorporation, valid existence and good standing
of Worthen under the laws of the State of Arkansas, its power and
authority to own and operate its properties and to carry on its
business as now conducted, and its power and authority to enter
into the Agreement, to merge with AcquisitionCo in accordance with
the terms of the Agreement and to consummate the transactions
contemplated by the Agreement.

2. The due incorporation or organization, valid existence and
good standing of each of the other subsidiaries of Worthen and any
subsidiary of any such subsidiary listed in Section 2.03 of the
Disclosure Schedule, their power and authority to own and operate
their properties, the possession of all licenses, permits and
authorizations necessary to carry on their respective businesses as
now conducted.

3. With respect to Worthen, (i) the number of authorized,
issued and outstanding shares of capital stock of Worthen on the
Closing Date, (ii) the nonexistence of any violation of the
preemptive or subscription rights of any person, (iii) the number
of outstanding Stock Options, warrants, or other rights to acquire,
or securities convertible into, any equity security of Worthen,
(iv) the nonexistence of any obligation, contingent or otherwise,
to reacquire any shares of capital stock of Worthen, and (v) the
nonexistence of any outstanding stock appreciation, phantom stock
or similar rights, except as disclosed in the Agreement.

4. The due and proper performance of all corporate acts and
other proceedings necessary or required to be taken by Worthen to
authorize the execution, delivery and performance of the Agreement,
the due execution and delivery of the Agreement by Worthen, and the
Agreement as a valid and binding obligation of Worthen, enforceable
against Worthen in accordance with its terms (subject to the
provisions of bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium or similar laws affecting the
enforceability of creditors' rights generally from time to time in
effect, and equitable principles relating to the granting of
specific performance and other equitable remedies as a matter of
judicial discretion).

5. The execution of the Agreement by Worthen, and the
consummation of the Merger and the other transactions contemplated
therein, does not violate or cause a default under Worthen's
articles of incorporation or bylaws, or to the best knowledge of
such counsel any statute, regulation or rule or any judgment, order
or decree against or any material agreement binding upon Worthen or
its subsidiaries.

6. To the best knowledge of such counsel, the receipt of all
required consents, approvals (including the requisite approval of
the shareholders of Worthen), orders or authorizations of, or
registrations, declaration or filings with or notices to, any
court, administrative agency or commission or other governmental
authority or instrumentality, domestic or foreign, or any other
person or entity required to be obtained or made by Worthen or its
subsidiaries in connection with the execution and delivery of the
Agreement or the consummation of the transactions contemplated
therein.

A-Ex. 1.09(a)-1
<PAGE> 104

EXHIBIT 1.09(B)
---------------

BOATMEN'S LEGAL OPINION MATTERS

1. The due incorporation, valid existence and good standing
of Boatmen's and AcquisitionCo under the laws of the States of
Missouri and Arkansas, respectively, and their respective power and
authority to enter into the Agreement and to consummate the
transactions contemplated thereby.

2. The due incorporation or organization, valid existence and
good standing of each of the significant subsidiaries of Boatmen's,
their power and authority to own and operate their properties, the
possession of all licenses, permits and authorizations necessary to
carry on their respective businesses as now conducted.

3. With respect to Boatmen's, (i) the number of authorized,
issued and outstanding shares of capital stock of Boatmen's on a
date shortly before the Closing Date, (ii) the nonexistence of any
violation of the preemptive or subscription rights of any person,
and (iii) the number of outstanding stock options, warrants, or
other rights to acquire, or securities convertible into any equity
security of Boatmen's.

4. The due and proper performance of all corporate acts and
other proceedings required to be taken by each of Boatmen's and
AcquisitionCo to authorize the execution, delivery and performance
of the Agreement, their due execution and delivery of the
Agreement, and the Agreement as a valid and binding obligation of
Boatmen's and AcquisitionCo enforceable against Boatmen's and
AcquisitionCo in accordance with its terms (subject to the
provisions of bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforceability of creditors' rights
generally from time to time in effect, and equitable principles
relating to the granting of specific performance and other
equitable remedies as a matter of judicial discretion).

5. The due authorization and, when issued to the shareholders
of Worthen in accordance with the terms of the Agreement, the valid
issuance of the shares of Boatmen's Common to be issued pursuant to
the Merger, such shares being fully paid and nonassessable, with no
personal liability attaching to the ownership thereof.

6. The execution and delivery of the Agreement by Boatmen's
and the consummation of the transactions contemplated therein, as
neither conflicting with, in breach of or in default under,
resulting in the acceleration of, creating in any party the right
to accelerate, terminate, modify or cancel, or violate, any
provision of Boatmen's articles of incorporation or bylaws, or to
the best knowledge of such counsel any statute, regulation, rule,
judgment, order or decree binding upon Boatmen's which would be
materially adverse to the business of Boatmen's and its
subsidiaries taken as a whole.

7. To the best knowledge of such counsel, the receipt of all
required consents, approvals, orders or authorizations of, or
registrations, declarations or filings with or without notices to,
any court, administrative agency or commission or other
governmental authority or instrumentality, domestic or foreign, or
any other person or entity required to be obtained or made by or
with respect to Boatmen's or AcquisitionCo in connection with the
execution and delivery of the Agreement or the consummation of the
transactions contemplated by the Agreement.

A-Ex. 1.09(b)-1
<PAGE> 105

EXHIBIT 4.08
------------

-------------------, 1994

Boatmen's Bancshares, Inc.
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63101
Attention: Gregory L. Curl
Vice Chairman

Re: Agreement and Plan of Merger, dated as of August 18, 1994
(the "Merger Agreement"), by and among Worthen Banking
Corporation ("Worthen"), Boatmen's Bancshares, Inc.
("Boatmen's"), and BBI AcquisitionCo, Inc.
("AcquisitionCo")

Gentlemen:

I have been advised that I may be deemed to be an affiliate of
Worthen, as that term is defined for purposes of paragraphs (c) and
(d) of Rule 145 ("Rule 145") of the Rules and Regulations of the
Securities and Exchange Commission (the "Commission") promulgated
under the Securities Act of 1933, as amended (the "Securities
Act").

Pursuant to the terms and conditions of the Merger Agreement,
each share of common stock of Worthen owned by me as of the
effective time of the merger contemplated by the Merger Agreement
(the "Merger") may be converted into the right to receive one (1)
share of common stock of Boatmen's and cash in lieu of any
fractional share. As used in this letter, the shares of common
stock of Worthen owned by me as of the date which is thirty (30)
days prior to the anticipated effective time of the Merger are
referred to as the "Pre-Merger Shares" and the shares of common
stock of Boatmen's which may be received by me in the Merger in
exchange for my Pre-Merger Shares are referred to as the "Post-
Merger Shares." This letter is delivered to Boatmen's pursuant to
Section 4.08 of the Merger Agreement.

A. I represent and warrant to Boatmen's and agree that:

1. I shall not make any sale, transfer or other
disposition of the Post-Merger Shares I receive pursuant to
the Merger in violation of Rule 145 under the Securities Act
(or any successor rule or regulations promulgated by the
Commission).

2. I understand that the issuance of the Post-Merger
Shares to me pursuant to the Merger will be registered with
the Commission under the Securities Act. I also understand
that because I may be deemed an "affiliate" of Worthen and
because any distributions by me of the Post-Merger Shares will
not be registered under the Securities Act, such Post-Merger
Shares must be held by me unless (i) the sale, transfer or
other distribution has been registered under the Securities
Act, (ii) the sale, transfer or other distribution of such
Post-Merger Shares is made in accordance with the provisions
of Rule 145 (or any successor rule or regulations promulgated
by the Commission), or (iii) in the opinion of counsel
reasonably acceptable to Boatmen's some other exemption from

A-Ex. 4.08-1
<PAGE> 106
Boatmen's Bancshares, Inc.
- --------------------, 1994
Page 2

registration under the Securities Act is available with
respect to any such proposed distribution, sale, transfer or
other disposition of such Post-Merger Shares.

3. In no event will I sell the Pre-Merger Shares or the
Post-Merger Shares, as the case may be, or otherwise transfer
or reduce my risk relative to the Pre-Merger Shares or Post-
Merger Shares, as the case may be, during the period beginning
30 days prior to the date on which the Merger is consummated
(the "Commencement Date") and ending on the date that
Boatmen's has published financial results covering at least 30
days of the combined operations of Boatmen's and Worthen. I
understand that Worthen has undertaken, in the Merger
Agreement, to give me as much advance notice of the
Commencement Date as is practicable under the circumstances.

B. I understand and agree that:

1. Stop transfer instructions will be issued with
respect to the Post-Merger Shares and there will be placed on
the certificates representing such Post-Merger Shares, or any
certificate delivered in substitution therefor, a legend
stating in substance:

"The shares represented by this Certificate were issued
in a transaction to which Rule 145 under the Securities
Act of 1933, as amended, applied. The shares represented
by this certificate may be transferred only in accordance
with the terms of a letter agreement dated
-----------------, 1994, by the registered holder in favor
of Boatmen's Bancshares, Inc., a copy of which agreement
is on file at the principal offices of Boatmen's
Bancshares, Inc."

2. Unless the transfer by me of Post-Merger Shares is a
sale made in compliance with the provisions of paragraph A.2
above, Boatmen's reserves the right to place the following
legend on the Certificates issued to my transferee:

"The shares represented by this Certificate have not been
registered under the Securities Act of 1933, as amended,
and were acquired from a person who received such shares
in a transaction to which Rule 145 under the Securities
Act of 1933, as amended, applied. The shares have not
been acquired by the holder with a view to, or for resale
in connection with, any distribution thereof within the
meaning of the Securities Act of 1933, as amended, and may
not be sold, pledged or otherwise transferred unless the
shares have been registered under the Securities Act of
1933, as amended, or an exemption from registration is
available."

I understand and agree that the legends set forth in
paragraphs 1 and 2 above shall be removed by delivery of substitute
Certificates without any legend if I deliver to Boatmen's a copy of
a letter from the staff of the Commission, or an opinion of counsel
in form and substance reasonably satisfactory to Boatmen's, to the
effect that no such legend is required for the purpose of the
Securities Act.

A-Ex. 4.08-2
<PAGE> 107
Boatmen's Bancshares, Inc.
- --------------------, 1994
Page 3

I have carefully read this letter and have had an adequate
opportunity to review the Merger Agreement and understand the
requirements and the limitations imposed upon the distribution,
sale, transfer or other disposition of Pre-Merger Shares or Post-
Merger Shares by me.

Very truly yours,

A-Ex. 4.08-3
<PAGE> 108

APPENDIX B
----------

Investment Banking

PaineWebber Incorporated
1285 Avenue of the Americas
New York, NY 10019
212 713-2000

PaineWebber

August 18, 1994

Board of Directors
Worthen Banking Corporation
200 West Capitol Avenue
Little Rock, Arkansas 77201

Gentlemen:

Worthen Banking Corporation (the "Company"), Boatmen's
Bancshares, Inc. (the "Acquiring Company") and BBI Acquisition Co.,
Inc., a wholly-owned subsidiary of the Acquiring Company (the
"Purchaser"), propose to enter into an agreement (the "Agreement")
pursuant to which the Company will be merged with the Purchaser in
a transaction (the "Merger") in which each share of the Company's
common stock, par value $1.00 per share (the "Shares") will be
converted into the right to receive one share of the Acquiring
Company's common stock, par value $1.00 per share (the "Acquiring
Company Shares"). The Merger is expected to be considered by the
shareholders of the company at a special meeting and consummated
shortly thereafter.

You have asked us whether or not, in our opinion, the proposed
consideration to be received by the shareholders of the Company
pursuant to the Merger is fair to the shareholders of the Company
from a financial point of view.

In arriving at the opinion set forth below, we have, among
other things:

(1) Reviewed the Company's Annual Reports, Forms 10-K and
related financial information for the five fiscal years
ended December 31, 1993 and the Company's Form 10-Q and
the related unaudited financial information for the six
months ended June 30, 1994;

(2) Reviewed the Acquiring Company's Annual Reports, Forms
10-K and related financial information for the five
fiscal years ended December 31, 1993 and the Acquiring
Company's Form 10-Q and the related unaudited financial
information for the six months ended June 30, 1994;

<PAGE> 109

(3) Reviewed certain information including financial
forecasts, relating to the business, earnings, cash flow,
assets and prospects of the Company, furnished to us by
the Company;

(4) Conducted discussions with members of senior management
of the Company concerning its businesses and prospects;

(5) Reviewed the historical market prices and trading
activity for the Shares and the Acquiring Company shares
and compared them with those of certain publicly traded
companies which we deemed to be reasonably similar to the
Company and the Acquiring Company, respectively;

(6) Compared the results of operations of the Company and the
Acquiring Company with those of certain companies which
we deemed to be reasonably similar to the Company and the
Acquiring Company, respectively;

(7) Compared the proposed financial terms of the transactions
contemplated by the Agreement with the financial terms of
certain other mergers and acquisitions which we deemed to
be relevant;

(8) Reviewed a draft of the Agreement dated August 15, 1994;
and

(9) Reviewed such other financial studies and analyses and
performed such other investigations and took into account
such other matters as we deemed necessary, including our
assessment of general economic, market and monetary
conditions.

In preparing our opinion, we have relied on the accuracy and
completeness of all information supplied or otherwise made
available to us by the Company and the Acquiring Company and from
generally recognized public sources, and we have not independently
verified such information or undertaken an independent appraisal of
the assets of the Company or the Acquiring Company. We have not
reviewed the loan files of either the Company or the Acquiring
Company. This opinion does not constitute a recommendation to any
shareholder of the Company as to how any such shareholder should
vote on the Merger. No opinion is expressed herein as to the price
at which the securities to be issued in the Merger to the
shareholders of the Company may trade at any time.

Further, as of this date, our review of information regarding
the Acquiring Company has been limited to the publicly-available
information set forth above and we have not yet undertaken review
of certain other information regarding the Acquiring Company. Our
opinion set forth below is made expressly subject to the foregoing
limitation on the scope of our review to date of information
regarding the Acquiring Company. The conclusion we reach in any
further opinion we may hereafter express as to the fairness, from
a financial point of view, of the consideration to be received by
the shareholders of the company pursuant to the Merger may be
affected by the additional information regarding the Acquiring
Company and the further review of any such information heretofore
furnished to us that we undertake after this date.

<PAGE> 110

In rendering this opinion, we have not been engaged to act as
an agent or fiduciary of, and the Company has expressly waived any
duties or liabilities we may otherwise be deemed to have had to,
the Company's equity holders or any other third party.

On the basis of, and subject to the foregoing, we are of the
opinion that the proposed consideration to be received by the
shareholders of the Company pursuant to the Merger, taken as a
whole, is fair to such shareholders from a financial point of view.

Very truly yours,

PAINEWEBBER INCORPORATED

/s/ PAINEWEBBER INCORPORATEDao

<PAGE> 111

APPENDIX C
----------

EXCERPTS OF ARKANSAS BUSINESS CORPORATION ACT (DISSENTERS' RIGHTS)

SUBCHAPTER 13 -- DISSENTERS' RIGHTS

RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES

4-27-1301 DEFINITIONS.-- In this subchapter:

1. "Corporation" means the issuer of the shares held by a
dissenter before the corporate action, or the surviving or
acquiring corporation by merger or share exchange of that issuer;

2. "Dissenter" means a shareholder who is entitled to
dissent from corporate action under Section 4-27-1302 and who
exercises that right when and in the manner required by Sections
4-27-1320--4-27-1328;

3. "Fair value," with respect to a dissenter's shares,
means the value of the shares immediately before the effectuation
of the corporate action to which the dissenter objects, excluding
any appreciation or depreciation in anticipation of the corporate
action unless exclusion would be inequitable;

4. "Interest" means interest from the effective date of
the corporate action until the date of payment, at the average
rate currently paid by the corporation on its principal bank
loans or, if none, at a rate that is fair and equitable under all
the circumstances;

5. "Record shareholder" means the person in whose name
shares are registered in the records of a corporation or the
beneficial owner of shares to the extent of the rights granted by
a nominee certificate on file with a corporation;

6. "Beneficial shareholder" means the person who is a
beneficial owner of shares held in a voting trust or by a nominee
as the record shareholder;

7. "Shareholder" means the record shareholder or the
beneficial shareholder.

4-27-1302 RIGHT OF DISSENT.-- A. A shareholder is entitled to
dissent from, and obtain payment of the fair value of his shares
in the event of, any of the following corporate actions:

1. Consummation of a plan of merger to which the
corporation is a party:

(i) If shareholder approval is required for the merger by
Section 4-27-1103 or the articles of incorporation and the
shareholder is entitled to vote on the merger; or

(ii) If the corporation is a subsidiary that is merged
with its parent under Section 4-27-1104;

2. Consummation of a plan of share exchange to which the
corporation is a party as the corporation whose shares will be
acquired, if the shareholder is entitled to vote on the plan;

C-1
<PAGE> 112

3. Consummation of a sale or exchange of all, or
substantially all, of the property of the corporation other than
in the usual and regular course of business, if the shareholder
is entitled to vote on the sale or exchange, including a sale in
dissolution, but not including a sale pursuant to court order or
a sale for cash pursuant to a plan by which all or substantially
all of the net proceeds of the sale will be distributed to the
shareholders within one (1) year after the date of sale;

4. An amendment of the articles of incorporation that
materially and adversely affects rights in respect of a
dissenter's shares because it:

(i) Alters or abolishes a preferential right of the shares;

(ii) Creates, alters, or abolishes a right in respect of
redemption, including a provision respecting a sinking fund for
the redemption or repurchase, of the shares;

(iii) Alters or abolishes a preemptive right of the holder
of the shares to acquire shares or other securities;

(iv) Excludes or limits the right of the shares to vote on
any matter, or to cumulate votes, other than a limitation by
dilution through issuance of shares or other securities with
similar voting rights; or

(v) Reduces the number of shares owned by the shareholder
to a fraction of a share if the fractional share so created is to
be acquired for cash under Section 4-27-604; or

5. Any corporate action taken pursuant to a shareholder
vote to the extent the articles of incorporation, bylaws, or a
resolution of the board of directors provides that voting or
nonvoting shareholders are entitled to dissent and obtain payment
for their shares.

B. A shareholder entitled to dissent and obtain payment
for his shares under this subchapter may not challenge the
corporate action creating his entitlement unless the action is
unlawful or fraudulent with respect to the shareholder or the
corporation.

4-27-1303 DISSENT BY NOMINEES AND BENEFICIAL OWNERS.-- A. A
record shareholder may assert dissenters' rights as to fewer than
all the shares registered in his name only if he dissents with
respect to all shares beneficially owned by any one (1) person
and notifies the corporation in writing of the name and address
of each person on whose behalf he asserts dissenters' rights.
The rights of a partial dissenter under this subsection are
determined as if the shares as to which he dissents and his other
shares were registered in the names of different shareholders.

B. A beneficial shareholder may assert dissenters' rights
as to shares held on his behalf only if:

1. He submits to the corporation the record shareholder's
written consent to the dissent not later than the time the
beneficial shareholder asserts dissenters' rights; and

2. He does so with respect to all shares of which he is
the beneficial shareholder or over which he has power to direct
the vote.

C-2
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4-27-1304--4-27-1319 [RESERVED.]

PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS

4-27-1320 NOTICE OF DISSENTERS' RIGHTS.-- A. If proposed
corporate action creating dissenters' rights under Section
4-27-1302 is submitted to a vote at a shareholders' meeting, the
meeting notice must state that shareholders are or may be
entitled to assert dissenters' rights under this chapter and be
accompanied by a copy of this chapter.

B. If corporate action creating dissenters' rights under
Section 4-27-1302 is taken without a vote of shareholders, the
corporation shall notify in writing all shareholders entitled to
assert dissenters' rights that the action was taken and send them
the dissenters' notice described in Section 4-27-1322.

4-27-1321 NOTICE OF INTENT TO DEMAND PAYMENT.-- A. If proposed
corporate action creating dissenters' rights under Section
4-27-1302 is submitted to a vote at a shareholders' meeting, a
shareholder who wishes to assert dissenters' rights:

(1) Must deliver to the corporation before the vote is
taken written notice of his intent to demand payment for his
shares if the proposed action is effectuated; and

(2) Must not vote his shares in favor of the proposed
action.

B. A shareholder who does not satisfy the requirements of
subsection A. of this section is not entitled to payment for his
shares under this subchapter.

4-27-1322 DISSENTERS NOTICE.-- A. If proposed corporate action
creating dissenters' rights under Section 4-27-1302 is authorized
at a shareholders' meeting, the corporation shall deliver a
written dissenters' notice to all shareholders who satisfied the
requirements of Section 4-27-1321.

B. The dissenters' notice must be sent no later than ten
(10) days after the corporate action was taken, and must:

1. State where the payment demand must be sent and where
and when certificates for certificated shares must be deposited;

2. Inform holders of uncertificated shares to what extent
transfer of the shares will be restricted after the payment
demand is received;

3. Supply a form for demanding payment that includes the
date of the first announcement to news media or to shareholders
of the terms of the proposed corporate action and requires that
the person asserting dissenters' rights certify whether or not he
acquired beneficial ownership of the shares before that date;

C-3
<PAGE> 114

4. Set a date by which the corporation must receive the
payment demand, which date may not be fewer than thirty (30) nor
more than sixty (60) days after the date the notice required by
subsection A. of this section is delivered; and

5. Be accompanied by a copy of this subchapter.

4-27-1323 DUTY TO DEMAND PAYMENT.-- A. A shareholder sent a
dissenters' notice described in Section 4-27-1322 must demand
payment, certify whether he acquired beneficial ownership of the
shares before the date required to be set forth in the
dissenters' notice pursuant to Section 4-27-1322B.3., and deposit
his certificates in accordance with the terms of the notice.

B. The shareholder who demands payment and deposits his
share certificates under subsection A. of this section retains
all other rights of a shareholder until these rights are canceled
or modified by the taking of the proposed corporate action.

C. A shareholder who does not demand payment or deposit
his share certificates where required, each by the date set in
the dissenters' notice, is not entitled to payment for his shares
under this subchapter.

4-27-1324 SHARE RESTRICTIONS.-- A. The corporation may restrict
the transfer of uncertificated shares from the date the demand
for their payment is received until the proposed corporate action
is taken or the restrictions released under Section 4-27-1326.

B. The person for whom dissenters' rights are asserted as
to uncertificated shares retains all other rights of a
shareholder until these rights are canceled or modified by the
taking of the proposed corporate action.

4-27-1325 PAYMENT.-- A. Except as provided in Section 4-27-1327,
as soon as the proposed corporate action is taken, or upon
receipt of a payment demand, the corporation shall pay each
dissenter who complied with Section 4-27-1323 the amount the
corporation estimates to be the fair value of his shares, plus
accrued interest.

B. The payment must be accompanied by:

1. The corporation's balance sheet as of the end of a
fiscal year ending not more than sixteen (16) months before the
date of payment, an income statement for that year, a statement
of changes in shareholders' equity for that year, and the latest
available interim financial statements, if any;

2. A statement of the corporation's estimate of the fair
value of the shares;

3. An explanation of how the interest was calculated;

4. A statement of the dissenter's right to demand payment
under Section 4-27-1328; and

5. A copy of this subchapter.

C-4
<PAGE> 115

4-27-1326 FAILURE TO TAKE ACTION.-- A. If the corporation does
not take the proposed action within sixty (60) days after the
date set for demanding payment and depositing share certificates,
the corporation shall return the deposited certificates and
release the transfer restrictions imposed on uncertificated
shares.

B. If after returning deposited certificates and releasing
transfer restrictions, the corporation takes the proposed action,
it must send a new dissenters' notice under Section 4-27-1322 and
repeat the payment demand procedure.

4-27-1327 AFTER-ACQUIRED SHARES.-- A. A corporation may elect to
withhold payment required by Section 4-27-1325 from a dissenter
unless he was the beneficial owner of the shares before the date
set forth in the dissenters' notice as the date of the first an-
nouncement to news media or to shareholders of the terms of the
proposed corporate action.

B. To the extent the corporation elects to withhold
payment under subsection A. of this section, after taking the
proposed corporate action, it shall estimate the fair value of
the shares, plus accrued interest, and shall pay this amount to
each dissenter who agrees to accept it in full satisfaction of
his demand. The corporation shall send with its offer a
statement of its estimate of the fair value of the shares, an
explanation of how the interest was calculated, and a statement
of the dissenter's right to demand payment under Section
4-27-1328.

4-27-1328 PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR
OFFER.-- A. A dissenter may notify the corporation in writing of
his own estimate of the fair value of his shares and amount of
interest due, and demand payment of his estimate (less any
payment under Section 4-27-1325), or reject the corporation's
offer under Section 4-27-1327 and demand payment of the fair
value of his shares and interest due, if

1. The dissenter believes that the amount paid under
Section 4-27-1325, or offered under Section 4-27-1327, is less
than the fair value of his shares or that the interest due is
incorrectly calculated;

2. The corporation fails to make payment under Section
4-27-1325 within sixty (60) days after the date set for demanding
payment; or

3. The corporation, having failed to take the proposed
action does not return the deposited certificates or release the
transfer restrictions imposed on uncertificated shares within
sixty (60) days after the date set for demanding payment.

B. A dissenter waives his right to demand payment under
this section unless he notifies the corporation of his demand in
writing under subsection A. of this section within thirty (30)
days after the corporation made or offered payment of his shares.

C-5
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4-27-1329 [RESERVED.]

JUDICIAL APPRAISAL OF SHARES

4-27-1330 COURT ACTION.-- A. If a demand for payment under
Section 4-27-1328 remains unsettled, the corporation shall
commence a proceeding within sixty (60) days after receiving the
payment demand and petition the court to determine the fair value
of the shares and accrued interest. If the corporation does not
commence the proceeding within the sixty-day period, it shall pay
each dissenter whose demand remains unsettled the amount
demanded.

B. The corporation shall commence the proceeding in the
circuit court of the county where the corporation's principal
office (or, if none in this state, its registered office) is
located. If the corporation is a foreign corporation without a
registered office in this state, it shall commence the proceeding
in the county in this state where the registered office of the
domestic corporation merged with or whose shares were acquired by
the foreign corporation was located.

C. The corporation shall make all dissenters (whether or
not residents of this state) whose demands remain unsettled
parties to the proceeding as in an action against their shares
and all parties must be served with a copy of the petition.
Nonresidents may be served by registered or certified mail or by
publication as provided by law.

D. The jurisdiction of the court in which the proceeding
is commenced under subsection B. of this section is plenary and
exclusive. The court may appoint one (1) or more persons as
appraisers to receive evidence and recommend decision on the
question of fair value. The appraisers have the powers described
in the order appointing them, or in any amendment to it. The
dissenters are entitled to the same discovery rights as parties
in other civil proceedings.

E. Each dissenter made a party to the proceeding is
entitled to judgment:

(1) For the amount, if any, by which the court finds the
fair value of his shares, plus interest, exceeds the amount paid
by the corporation; or

(2) For the fair value, plus accrued interest, of his
after-acquired shares for which the corporation elected to
withhold payment under Section 4-27-1327.

4-27-1331 COURT COSTS AND COUNSEL FEES.-- A. The court in an
appraisal proceeding commenced under Section 4-27-1330 shall
determine all costs of the proceeding, including the reasonable
compensation and expenses of appraisers appointed by the court.
The court shall assess the costs against the corporation, except
that the court may assess costs against all or some of the
dissenters, in amounts the court finds equitable, to the extent
the court finds the dissenters acted arbitrarily, vexatiously, or
not in good faith in demanding payment under Section 4-27-1328.

B. The court may also assess the fees and expenses of
counsel and experts for the respective parties, in amounts the
court finds equitable:

C-6
<PAGE> 117

1. Against the corporation and in favor of any or all
dissenters if the court finds the corporation did not
substantially comply with the requirements of Sections 4-27-1320-
4-27-1328; or

2. Against either the corporation or a dissenter, in favor
of any other party, if the court finds that the party against
whom the fees and expenses are assessed acted arbitrarily,
vexatiously, or not in good faith with respect to the rights
provided by this chapter.

C. If the court finds that the services of counsel for any
dissenter were of substantial benefit to other dissenters
similarly situated, and that the fees for those services should
not be assessed against the corporation, the court may award to
these counsel reasonable fees to be paid out of the amounts
awarded the dissenters who were benefitted.

C-7
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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 351.355(1) and (2) of The General and Business
Corporation Law of the State of Missouri provides that a
corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that
he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the
corporation as director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other
enterprise, against expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful, except that, in the
case of an action or suit by or in the right of the corporation,
the corporation may not indemnify such persons against judgments
and fines and no person shall be indemnified as to any claim,
issue or matter as to which such person shall have been adjudged
to be liable for negligence or misconduct in the performance of
his duty to the corporation, unless and only to the extent that
the court in which the action or suit was brought determines upon
application that such person is fairly and reasonably entitled to
indemnity for proper expenses. Section 351.355(3) provides that,
to the extent that a director, officer, employee or agent of the
corporation has been successful in the defense of any such
action, suit or proceeding or any claim, issue or matter therein,
he shall be indemnified against expenses, including attorney's
fees, actually and reasonably incurred in connection with such
action, suit or proceeding. Section 351.355(7) provides that a
Missouri corporation may provide additional indemnification to
any person indemnifiable under subsection (1) or (2), provided
such additional indemnification is authorized by the
corporation's articles of incorporation or an amendment thereto
or by a shareholder-approved bylaw or agreement, and provided
further that no person shall thereby be indemnified against
conduct which was finally adjudged to have been knowingly
fraudulent, deliberately dishonest or willful misconduct.
Article XIII of the Restated Articles of Incorporation of
registrant provides that registrant shall extend to its directors
and certain of its executive officers the indemnification
specified in subsections (1) and (2) and the additional
indemnification authorized in subsection (7) and that it may
extend to other officers, employees and agents such
indemnification and additional indemnification.

Pursuant to a policy of directors' and officers' liability
insurance, with total annual limits of $55 million, registrant's
officers and directors are insured, subject to the limits,
retention, exceptions and other terms and conditions of such
policy, against liability for any actual or alleged error,
misstatement, misleading statement, act or omission, or neglect
or breach of duty by the directors or officers of registrant in
the discharge of their duties solely in their capacity as
directors or officers of registrant, individually or
collectively, or any matter claimed against them solely by reason
of their being directors or officers of registrant.

II-1
<PAGE> 119

ITEM 21. APPENDICES AND FINANCIAL STATEMENT SCHEDULES.

(a) The following exhibits are filed as part of this
Registration Statement:

(2)(a) Agreement and Plan of Merger, dated August 18,
1994, by and among Worthen Banking
Corporation, Boatmen's Bancshares, Inc. and
BBI AcquisitionCo, Inc. (Appendix A to Proxy
Statement/Prospectus);

(5) Opinion of Lewis, Rice & Fingersh regarding
legality;

(8) Form of opinion of Lewis, Rice & Fingersh
regarding federal income tax consequences;

(23)(a) Consent of Ernst & Young LLP;

(23)(b) Consent of KPMG Peat Marwick LLP;

(23)(c) Consent of Frost & Company;

(23)(d) Consent of KPMG Peat Marwick LLP;

(23)(e) Consent of KPMG Peat Marwick LLP;

(23)(f) Consent of KPMG Peat Marwick LLP;

(23)(g) Consent of Lewis, Rice & Fingersh (in opinion
regarding legality);

(23)(h) Consent of Lewis, Rice & Fingersh (in opinion
regarding federal income tax consequences);

(23)(i) Consent of PaineWebber Incorporated;

(24) Power of Attorney;

(99)(a) Form of Proxy Card;

(99)(b) Form of Letter to Shareholders to Accompany
Proxy Statement/Prospectus;

(99)(c) Form of Notice of Special Meeting;

(99)(d) Fairness Opinion (Appendix B to Proxy
Statement/Prospectus); and

(99)(e) Excerpts of the Arkansas Business Corporation
Act (Dissenters' Rights) (Appendix C to Proxy
Statement/Prospectus).

II-2
<PAGE> 120

The following exhibits are incorporated herein by
reference:

(3)(a) Restated Articles of Incorporation of
Boatmen's Bancshares, Inc.;

(3)(b) Change of Designation of Registered Agent;

(3)(c) Amended Bylaws of Boatmen's Bancshares, Inc.;

(4) Rights Agreement, dated as of August 14, 1990,
of Boatmen's Bancshares, Inc.;

Note: No long-term debt instrument issued by
Boatmen's Bancshares, Inc. exceeds 10% of the
consolidated total assets of Boatmen's
Bancshares, Inc. and its subsidiaries. In
accordance with paragraph 4(iii) of Item 601
of Regulation S-K, Boatmen's Bancshares, Inc.
will furnish to the S.E.C. upon request copies
of long-term debt instruments and related
agreements.

(b) No financial statement schedules are required to be
filed herewith pursuant to Item 21(b) or (c) of this Form.

ITEM 22. UNDERTAKINGS.

(1) The undersigned Registrant hereby undertakes as
follows: That prior to any public reoffering of the securities
registered hereunder through the use of a prospectus which is a
part of this registration statement, by any person or party who
is deemed to be an underwriter within the meaning of Rule 145(c),
the issuer undertakes that such reoffering prospectus will
contain the information called for by the applicable registration
form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the
other Items of the applicable form.

(2) The undersigned Registrant undertakes that every
prospectus (i) that is filed pursuant to paragraph (1)
immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Securities Act of 1933,
as amended, and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used
until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, as
amended, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) The undersigned Registrant hereby undertakes to respond
to requests for information that is incorporated by reference
into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this
Form, within one business day of receipt of such request, and to
send the incorporated document by first class mail or other
equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the
registration statement through the date of responding to the
request.

II-3
<PAGE> 121

(4) The undersigned Registrant hereby undertakes to supply
by means of a post-effective amendment all information concerning
a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration
statement when it became effective.

(5) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, as amended, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, as amended (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934, as amended)
that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.

(6) Insofar as indemnification for liabilities arising
under the Securities Act of 1933, as amended, may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions (see Item 20 --
Indemnification of Directors and Officers), or otherwise, the
Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy expressed in the Securities Act of 1933, as amended, and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the act and will be governed by the final
adjudication of such issue.

II-4
<PAGE> 122

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Louis, State of
Missouri, on October 13, 1994.

BOATMEN'S BANCSHARES, INC.

By /s/ Andrew B. Craig, III
-----------------------------------------
Andrew B. Craig, III
Chairman of the Board and
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities indicated on October 13, 1994.

<TABLE>
<S> <C>
/s/ Andrew B. Craig, III
- ------------------------------------ Chairman of the Board and Chief Executive Officer
Andrew B. Craig, III (principal executive officer)

/s/ James W. Kienker
- ------------------------------------ Executive Vice President and Chief Financial Officer
James W. Kienker (principal financial and accounting officer)

*
- ------------------------------------ President and Director
Samuel B. Hayes, III

*
- ------------------------------------ Vice Chairman and Director
John Peters MacCarthy

*
- ------------------------------------ Director
Richard L. Battram

*
- ------------------------------------ Director
B. A. Bridgewater, Jr.

*
- ------------------------------------ Director
William E. Cornelius

II-5
<PAGE> 123

*
- ------------------------------------ Director
Ilus W. Davis

*
- ------------------------------------ Director
John E. Hayes, Jr.

- ------------------------------------ Director
Lee M. Liberman

- ------------------------------------ Director
William E. Maritz

*
- ------------------------------------ Director
Andrew E. Newman

*
- ------------------------------------ Director
Jerry E. Ritter

*
- ------------------------------------ Director
William P. Stiritz

*
- ------------------------------------ Director
Albert E. Suter

- ------------------------------------ Director
Dwight D. Sutherland

*
- ------------------------------------ Director
Theodore C. Wetterau

/s/ James W. Kienker
- ------------------------------------
James W. Kienker
Attorney-in-fact
</TABLE>

II-6
<PAGE> 124

<TABLE>
INDEX TO EXHIBITS

<CAPTION>
Number Exhibit
- ------ -------

<S> <C>
(2)(a) Agreement and Plan of Merger, dated August 18, 1994,
by and among Worthen Banking Corporation, Boatmen's
Bancshares, Inc. and BBI AcquisitionCo, Inc.
(Appendix A to Proxy Statement/Prospectus).

(3)(a) Restated Articles of Incorporation of Boatmen's
Bancshares, Inc. is incorporated by reference from the
Boatmen's Bancshares, Inc. Registration Statement on
Form S-4 (Registration Statement No. 33-55625).

(3)(b) Change of Designation of Registered Agent is
incorporated by reference from Boatmen's Bancshares,
Inc. Registration Statement on Form S-4 (Registration
Statement No. 33-55625).

(3)(c) Amended Bylaws of Boatmen's Bancshares, Inc. is
incorporated by reference from the Boatmen's
Bancshares, Inc. Registration Statement on Form S-4
(Registration Statement No. 33-55625).

(4) Rights Agreement, dated as of August 14, 1990, of
Boatmen's Bancshares, Inc., is incorporated herein by
reference from the Boatmen's Bancshares, Inc.
Registration Statement on Form 8-A, dated August 14,
1990.

(5) Form of opinion of Lewis, Rice & Fingersh regarding legality.

(8) Opinion of Lewis, Rice & Fingersh regarding federal
income tax consequences.

(23)(a) Consent of Ernst & Young LLP.

(23)(b) Consent of KPMG Peat Marwick LLP.

(23)(c) Consent of Frost & Company.

(23)(d) Consent of KPMG Peat Marwick LLP.

(23)(e) Consent of KPMG Peat Marwick LLP.

(23)(f) Consent of KPMG Peat Marwick LLP.

(23)(g) Consent of Lewis, Rice & Fingersh (in opinion regarding
legality).

(23)(h) Consent of Lewis, Rice & Fingersh (in opinion
regarding federal income tax consequences).

(23)(i) Consent of PaineWebber Incorporated

(24) Power of Attorney.

<PAGE> 125

<CAPTION>
Number Exhibit
- ------ -------

<S> <C>
(99)(a) Form of Proxy Card.

(99)(b) Form of Letter to Shareholders to Accompany Proxy Statement/
Prospectus.

(99)(c) Form of Notice of Special Meeting.

(99)(d) Fairness Opinion (Appendix B to Proxy Statement/Prospectus).

(99)(e) Excerpts of the Arkansas Business Corporation Act
(Dissenters' Rights)
(Appendix C to Proxy Statement/Prospectus).
</TABLE>

<PAGE> 1

EXHIBIT (5)
-----------

<PAGE> 2

LEWIS, RICE & FINGERSH

A PARTNERSHIP INCLUDING PARTNERSHIPS AND INDIVIDUALS

ATTORNEYS AT LAW

500 N. BROADWAY, SUITE 2000
SAINT LOUIS, MISSOURI 63102-2147

TEL (314) 444-7600

October 14, 1994

Boatmen's Bancshares, Inc.
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63101

Re: Registration Statement on Form S-4

Dear Sirs:

In connection with a certain Registration Statement on Form S-4
(the "Registration Statement") filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the
"Act"), and the rules and regulations promulgated thereunder, you have
requested that we furnish you our opinion as to the legality of the
shares of the common stock, $1.00 par value (the "Common Stock"), of
Boatmen's Bancshares, Inc. (the "Company") registered thereunder, which
Common Stock is to be issued pursuant to a Agreement and Plan of Merger
(the "Merger Agreement"), dated August 18, 1994, among the Company,
Worthen Banking Corporation and BBI AcquisitionCo, Inc.

As counsel to the Company, we have participated in the preparation
of the Registration Statement. We have examined and are familiar with
the Company's Restated Articles of Incorporation, Bylaws, as amended,
records of corporate proceedings and such other information and
documents as we have deemed necessary or appropriate.

Based upon the foregoing, we are of the opinion that the Common
Stock has been duly authorized and, when issued as contemplated in the
Registration Statement and the Merger Agreement, will be validly issued,
fully paid and non-assessable.

We consent to the use of this opinion as an Exhibit to the
Registration Statement.

Very truly yours,

LEWIS, RICE & FINGERSH

/s/ LEWIS, RICE & FINGERSH

ST. LOUIS, MISSOURI * KANSAS CITY, MISSOURI * CLAYTON, MISSOURI * HAYS, KANSAS *
BELLEVILLE, ILLINOIS * LEAWOOD, KANSAS

<PAGE> 1

EXHIBIT (8)
-----------

<PAGE> 2

LEWIS, RICE & FINGERSH

A PARTNERSHIP INCLUDING PARTNERSHIPS AND INDIVIDUALS

ATTORNEYS AT LAW

500 N. BROADWAY, SUITE 2000
SAINT LOUIS, MISSOURI 63102-2147

TEL (314) 444-7600

___________________, 1994

Board of Directors
Boatmen's Bancshares, Inc.
800 Market Street
St. Louis, Missouri 63102

Attention: Gregory L. Curl, Vice Chairman

Board of Directors
Worthen Banking Corporation
Worthen National Bank of Arkansas Building
200 West Capital Avenue
Little Rock, Arkansas 72201

Attention: Curt Bradbury, Chairman and Chief Executive Officer

RE: MERGER OF BBI ACQUISITIONCO, INC. INTO WORTHEN BANKING
CORPORATION

Gentlemen:

You have requested our opinions as to the federal income tax
consequences of the proposed merger (the "Merger") of BBI
AcquisitionCo, Inc. ("AcquisitionCo") into Worthen Banking
Corporation ("Worthen") pursuant to the Agreement and Plan of
Merger, dated August 18, 1994 by and among Boatmen's Bancshares,
Inc. ("Boatmen's"), Worthen and AcquisitionCo ("Merger Agreement").

In issuing the opinions set forth in this letter, we have
relied upon (1) the factual representations made by Boatmen's, and
AcquisitionCo in written statements, each dated _____________, 1994
and the factual representations made by Worthen in written
statements, dated __________, 1994 (the "Representations"), (2) the
Merger Agreement, and (3) the facts, information and documentation
set forth in the Registration Statement on Form S-4 of Boatmen's
filed with the Securities and Exchange Commission in connection
with the Merger ("Registration Statement").

The opinions set forth in this letter are predicated upon our
understanding of the facts set forth in the Merger Agreement, the
Representations, and the Registration Statement. Any change in
such facts may adversely affect our opinions. Furthermore, as
explained below, our opinions are based upon our understanding of

<PAGE> 3

the existing provisions of the Code, currently applicable
regulations promulgated under the Code, current published
administrative positions of the Internal Revenue Service such as
revenue rulings and revenue procedures, and existing judicial
decisions, all of which are subject to change either prospectively
or retroactively. Any change in such authorities may adversely
affect our opinions. We assume no obligation to update our
opinions for any deletions or additions to or modification of any
law applicable to the Merger.

Based on our review of the Merger Agreement, the Representations,
and the Registration Statement, and assuming that the transactions
described therein are completed as described, our opinions as to
federal income tax consequences of the Merger are as follows.

1. The Merger will constitute a reorganization within the
meaning of Sections 368(a) of the Internal Revenue Code of 1986, as
amended.

2. Pursuant to Section 354(a)(1) of the Code, no gain or
loss will be recognized by shareholders of Worthen who exchange all
of their Worthen common stock solely for shares of Boatmen's voting
common stock.

3. Pursuant to Section 358(a)(1) of the Code, the basis of
the Boatmen's common stock received by those shareholders of
Worthen receiving solely Boatmen's common stock (including any
fractional share interest to which such shareholder would be
entitled) will be the same, in each instance, as the basis of the
Worthen common stock surrendered in exchange therefor.

4. Pursuant to Section 1223(1) of the Code, the holding
period of Boatmen's common stock received by the shareholders of
Worthen (including any fractional shares to which they may be
entitled) will include, in each instance, the period during which
the Worthen common stock surrendered in exchange therefor was held,
provided that such stock is held as a capital asset in the hands of
such shareholders on the date of the exchange.

We express no opinion with regard to the federal income tax
consequences of the Merger not addressed expressly by the above
opinions. In addition, we express no opinion as to any state or
local tax consequences with respect to the Merger.

The shareholders of Worthen should consult with a qualified
tax advisor with respect to any reporting requirements which may be

<PAGE> 4
applicable, or any other tax considerations not expressly mentioned
herein.

We consent to the use of this opinion as an exhibit to the
Registration Statement.

Very truly yours,

LEWIS, RICE & FINGERSH

<PAGE> 1

EXHIBIT (23)(a)
---------------

<PAGE> 2

CONSENT OF ERNST & YOUNG LLP

We consent to the reference to our firm under the caption "Experts"
in the Registration Statement (Form S-4) and related Prospectus of
Boatmen's Bancshares, Inc. for the registration of 17,683,100
shares of its common stock and to the incorporation by reference
therein of our report dated January 20, 1994, with respect to the
consolidated financial statements of Boatmen's Bancshares, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the
year ended December 31, 1993, filed with the Securities and
Exchange Commission.

/s/ ERNST & YOUNG LLP

ERNST & YOUNG LLP

St. Louis, Missouri
October 11, 1994

<PAGE> 1

EXHIBIT (23)(b)
---------------

<PAGE> 2

CONSENT OF KPMG PEAT MARWICK LLP
-------------------------------

The Board of Directors and Shareholders
Boatmen's Bancshares, Inc.:

We consent to the incorporation by reference in the registration
statement on Form S-4 of Boatmen's Bancshares, Inc. of our reports dated
February 25, 1994, with respect to the consolidated balance sheets of
Worthen Banking Corporation and subsidiaries as of December 31, 1993 and
1992 and the related consolidated statements of earnings, stockholders'
equity and cash flows and related financial statement schedule for each
of the years in the three-year period ended December 31, 1993, which
reports appear in the December 31, 1993 Annual Report on Form 10-K of
Worthen Banking Corporation which is included as an exhibit to the
Boatmen's Bancshares, Inc. Form 8-K dated September 2, 1994. Our report
refers to a change in the method of accounting for income taxes in 1993.

We also consent to the reference to our firm under the heading "Experts"
in the Proxy Statement/ Prospectus.

/s/ KPMG Peat Marwick LLP

KPMG Peat Marwick LLP

Little Rock, Arkansas
October 14, 1994

<PAGE> 1

EXHIBIT (23)(c)
---------------
<PAGE> 2

Consent of Independent Auditors
-------------------------------

The Board of Directors and Stockholders
Worthen Banking Corporation

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of Boatmen's Bancshares, Inc. of our report dated
January 22, 1993, relating to the consolidated and parent only balance sheets
of The Union of Arkansas Corporation and Subsidiaries as of December 31, 1992
and the related consolidated and parent only statements of income, retained
earnings and cash flows for the two year period then ended (not presented
separately herein) which report appears in Exhibit 99 in the December 31,
1993 Annual Report on Form 10-K of Worthen Banking Corporation.

/s/ FROST & COMPANY
Frost & Company
Certified Public Accountants

Little Rock, Arkansas
October 14, 1994

<PAGE> 1

EXHIBIT (23)(d)
---------------

<PAGE> 2

CONSENT OF KPMG PEAT MARWICK LLP

The Board of Directors
Boatmen's Bancshares, Inc.

We consent to the incorporation by reference in the registration
statement on Form S-4 of Boatmen's Bancshares, Inc. of our report
dated March 5, 1992, relating to the consolidated statements of
operations, changes in stockholders' equity and cash flows of
Sunwest Financial Services, Inc. and subsidiaries for the year
ended December 31, 1991, which report appears in the December 31,
1993 annual report on Form 10-K of Boatmen's Bancshares, Inc. and
to the reference to our firm under the heading "Experts" in the
Proxy Statement/Prospectus.

/s/ KPMG Peat Marwick LLP

KPMG Peat Marwick LLP

Albuquerque, New Mexico
October 12, 1994

<PAGE> 1

EXHIBIT (23)(e)
---------------

<PAGE> 2
CONSENT OF KPMG PEAT MARWICK LLP

The Board of Directors
Boatmen's Bancshares, Inc.

We consent to the incorporation by reference in the registration
statement on Form S-4 of Boatmen's Bancshares, Inc. of our report
dated January 24, 1992, except for Note 23 which is as of February
24, 1992, relating to the consolidated statements of income,
stockholders' equity and cash flows of First Amarillo
Bancorporation, Inc. and subsidiaries for the year ended December
31, 1991, which report appears in the December 31, 1993 annual
report on Form 10-K of Boatmen's Bancshares, Inc. We also consent
to the reference to our firm under the heading "Experts" in the
Joint Proxy Statement/Prospectus.

/s/ KPMG Peat Marwick LLP

KPMG Peat Marwick LLP

Amarillo, Texas
October 13, 1994

<PAGE> 1

EXHIBIT (23)(f)
---------------
<PAGE> 2
CONSENT OF KPMG PEAT MARWICK LLP

The Board of Directors
Boatmen's Bancshares, Inc.

We consent to the incorporation by reference in the registration
statement on Form S-4 of Boatmen's Bancshares, Inc. of our report
dated January 31, 1992, relating to the consolidated income
statement and statements of changes in stockholders' equity and
cash flows of First Interstate of Iowa, Inc. and subsidiaries for
the year ended December 31, 1991, which report appears in the
December 31, 1993 annual report on Form 10-K of Boatmen's
Bancshares, Inc., and to the reference to our Firm under the
heading "Experts" in the joint proxy statement/prospectus.

/s/ KPMG Peat Marwick LLP

KPMG Peat Marwick LLP

Des Moines, Iowa
October 12, 1994

<PAGE> 1

EXHIBIT (23)(i)
---------------

<PAGE> 2

Investment Banking
PaineWebber Incorporated
1285 Avenue of the Americas
New York, NY 10019
212/713-2000

PaineWebber

Worthen Banking Corporation
Post Office Box 1681
Little Rock, AR 77203

Gentlemen:

We hereby consent to the use of our opinion letter dated
August 18, 1994 to the Board of Directors of Worthen Banking
Corporation included as Appendix B to the Prospectus/Proxy
Statement which forms a part of the Registration Statement on Form
S-4 relating to the proposed merger of Worthen Banking Corporation
with and into Boatmen's Bancshares, Inc. and to the references to
such opinion in such Prospectus/Proxy Statement under the caption
"The Merger -- Opinion of Worthen's Financial Advisor". In giving
such consent, we do not admit and we disclaim that we come within
the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and
regulations issued by the Securities and Exchange Commission
thereunder.

PAINEWEBBER INCORPORATED

By: /s/ James W. Kilman, Jr.
----------------------------
James W. Kilman, Jr.
Managing Director

October 12, 1994
New York, New York

<PAGE> 1

EXHIBIT (24)
------------

<PAGE> 2

POWER OF ATTORNEY

1933 ACT REGISTRATION STATEMENT

BOATMEN'S BANCSHARES, INC.

KNOW ALL MEN BY THESE PRESENTS, That the person whose signature
appears below hereby constitutes and appoints GREGORY L. CURL and JAMES
W. KIENKER, and each of them, the true and lawful attorneys-in-fact and
agents for him and in his name, place or stead, in any and all
capacities, to sign and file, or cause to be signed and filed, with the
Securities and Exchange Commission (the "Commission"), any registration
statement or statements on Form S-4 under the Securities Act of 1933, as
amended, relating to the issuance of common stock of Boatmen's
Bancshares, Inc. in connection with the Agreement and Plan of Merger,
dated August 18, 1994, by and among Worthen Banking Corporation,
Boatmen's Bancshares, Inc. and BBI AcquisitionCo, Inc., and any and all
amendments and supplements thereto, before or after effectiveness of
such statements, and any and all other documents required to be filed
with the Commission in connection therewith, granting unto said
attorneys-in-fact and agents, full power and authority to do and perform
each and every act and thing requisite and necessary to be done as fully
and to all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.

Dated: October 7, 1994

/s/ B. A. Bridgewater, Jr.
-------------------------------------------
B. A. Bridgewater, Jr.

<PAGE> 3

POWER OF ATTORNEY

1933 ACT REGISTRATION STATEMENT

BOATMEN'S BANCSHARES, INC.

Dated: October 7, 1994

/s/ Richard L. Battram
-------------------------------------------
Richard L. Battram

<PAGE> 4

POWER OF ATTORNEY

1933 ACT REGISTRATION STATEMENT

BOATMEN'S BANCSHARES, INC.

Dated: October 7, 1994

/s/ William E. Cornelius
-------------------------------------------
William E. Cornelius

<PAGE> 5

POWER OF ATTORNEY

1933 ACT REGISTRATION STATEMENT

BOATMEN'S BANCSHARES, INC.

Dated: October 7, 1994

/s/ Andrew B. Craig, III
-------------------------------------------
Andrew B. Craig, III

<PAGE> 6

POWER OF ATTORNEY

1933 ACT REGISTRATION STATEMENT

BOATMEN'S BANCSHARES, INC.

Dated: October 10, 1994

/s/ Ilus W. Davis
-------------------------------------------
Illus W. Davis

<PAGE> 7

POWER OF ATTORNEY

1933 ACT REGISTRATION STATEMENT

BOATMEN'S BANCSHARES, INC.

Dated: October 11, 1994

/s/ John E. Hayes, Jr.
-------------------------------------------
John E. Hayes, Jr.

<PAGE> 8

POWER OF ATTORNEY

1933 ACT REGISTRATION STATEMENT

BOATMEN'S BANCSHARES, INC.

Dated: October 7, 1994

/s/ Samuel B. Hayes, III
-------------------------------------------
Samuel B. Hayes, III

<PAGE> 9

POWER OF ATTORNEY

1933 ACT REGISTRATION STATEMENT

BOATMEN'S BANCSHARES, INC.

Dated: October 7, 1994

/s/ John Peters MacCarthy
-------------------------------------------
John Peters MacCarthy

<PAGE> 10

POWER OF ATTORNEY

1933 ACT REGISTRATION STATEMENT

BOATMEN'S BANCSHARES, INC.

Dated: October 8, 1994

/s/ Andrew E. Newman
-------------------------------------------
Andrew E. Newman

<PAGE> 11

POWER OF ATTORNEY

1933 ACT REGISTRATION STATEMENT

BOATMEN'S BANCSHARES, INC.

Dated: October 8, 1994

/s/ Jerry E. Ritter
-------------------------------------------
Jerry E. Ritter

<PAGE> 12

POWER OF ATTORNEY

1933 ACT REGISTRATION STATEMENT

BOATMEN'S BANCSHARES, INC.

Dated: October 10, 1994

/s/ William P. Stiritz
-------------------------------------------
William P. Stiritz

<PAGE> 13

POWER OF ATTORNEY

1933 ACT REGISTRATION STATEMENT

BOATMEN'S BANCSHARES, INC.

Dated: October 8, 1994

/s/ Albert E. Suter
-------------------------------------------
Albert E. Suter

<PAGE> 14

POWER OF ATTORNEY

1933 ACT REGISTRATION STATEMENT

BOATMEN'S BANCSHARES, INC.

Dated: October 11, 1994

/s/ Theodore C. Wetterau
-------------------------------------------
Theodore C. Wetterau

<PAGE> 15

POWER OF ATTORNEY

1933 ACT REGISTRATION STATEMENT

BOATMEN'S BANCSHARES, INC.

KNOW ALL MEN BY THESE PRESENTS, That the person whose signature
appears below hereby constitutes and appoints GREGORY L. CURL the true
and lawful attorney-in-fact and agent for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-4
under the Securities Act of 1933, as amended, relating to the issuance
of common stock of Boatmen's Bancshares, Inc. in connection with the
Agreement and Plan of Merger, dated August 18, 1994, by and among
Worthen Banking Corporation, Boatmen's Bancshares, Inc. and BBI
AcquisitionCo, Inc., and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all other
documents required to be filed with the Commission in connection
therewith, granting unto said attorney-in-fact and agent, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done as fully and to all intents and purposes as the
undersigned might or could do in person, and ratifying and confirming
all that said attorney-in-fact and agent may lawfully do or cause to be
done by virtue hereof.

Dated: October 13, 1994

/s/ James W. Kienker
-------------------------------------------
James W. Kienker

<PAGE> 1

EXHIBIT (99)(a)
---------------

<PAGE> 2

PROXY

SPECIAL MEETING OF SHAREHOLDERS
WORTHEN BANKING CORPORATION
to be held
-------------------------, 199--

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY

The undersigned shareholder of Worthen Banking Corporation, an
Arkansas corporation (the "Company"), hereby appoints ---------------,
- ---------------, and ---------------, and any of them, with full power
to act alone, as proxies, each with full power of substitution and
revocation, to vote all shares of Common Stock of the Company which the
undersigned is entitled to vote at the Special Meeting of Shareholders
to be held at -------------------------, -------------------------,
Little Rock, Arkansas on ---------------, 199--, at ------ m., local
time, and at any adjournment or adjournments thereof, with all powers
the undersigned would possess if personally present, as follows:

Proposal to approve an Agreement and Plan of Merger, dated
August 18, 1994, by and among Worthen Banking Corporation,
Boatmen's Bancshares, Inc., a Missouri corporation
("Boatmen's"), and BBI AcquisitionCo, Inc., an Arkansas
corporation and wholly-owned subsidiary of Boatmen's.

------ FOR ------ AGAINST ------ ABSTAIN

The undersigned hereby ratifies and confirms all that said proxies, or
any of them or their substitutes, may lawfully do or cause to be done by
virtue hereof, and acknowledges receipt of the notice of said meeting
and the Proxy Statement/Prospectus accompanying it.

THIS PROXY WILL BE VOTED AS SPECIFIED BY YOU ABOVE. IF NO SPECIFICATION
IS MADE, YOUR SHARES WILL BE VOTED "FOR" THE PROPOSAL DESCRIBED ABOVE.

Dated -----------------, 199- -----------------------------------------

-----------------------------------------
Please insert date of signing. Sign
exactly as name appears at left. Where
stock is issued in two or more names,
all should sign. If signing as
attorney, administrator, executor,
trustee or guardian, give full title as
such. A corporation should sign by an
authorized officer and affix seal.

<PAGE> 1

EXHIBIT (99)(b)
---------------

<PAGE> 2

On letterhead of:

Worthen Banking Corporation
200 West Capitol
Little Rock, Arkansas 72201

---------------, 199--

Dear Shareholder:

We are pleased to invite you to attend the Special Meeting of
Shareholders of Worthen Banking Corporation ("Worthen") on
- ---------------, 199--. The Special Meeting will be held at ------,
- -------------------------, Little Rock, Arkansas, commencing at
- ------ m. local time.

At the Special Meeting, Worthen shareholders will be asked to
approve the merger of a subsidiary of Boatmen's Bancshares, Inc.
("Boatmen's") with Worthen. The merger terms provide that upon
consummation of the merger each outstanding share of common stock of
Worthen will be converted into one (1) share of common stock of
Boatmen's and cash in lieu of fractional shares.

Your Board of Directors submits this proposed merger to you after
careful review and consideration. We believe that this proposed merger
will provide significant value to all shareholders, enabling holders of
Worthen common stock to participate in the expanded opportunities for
growth that association with a larger, more geographically-diversified
super-regional financial organization makes possible and position
Worthen and its shareholders to take advantage of future opportunities
as the banking industry continues to consolidate and restructure.
Accordingly, the Board has unanimously approved the merger as being in
the best interests of Worthen and its shareholders and recommends that
you vote in favor of the merger at the Special Meeting.

Shareholders are urged to read carefully the accompanying Proxy
Statement/Prospectus which contains detailed information concerning the
matters to be acted upon at the Special Meeting.

Your participation in the meeting, in person or by proxy, is
important. Therefore, we ask that you please mark, sign and date the
enclosed proxy card and return it as soon as possible in the enclosed
postage-paid envelope. If you attend the Special Meeting, you may vote
in person if you wish, even if you have previously mailed in your proxy
card.

Sincerely,

<PAGE> 1

EXHIBIT 99(c)
-------------

<PAGE> 2

WORTHEN BANKING CORPORATION
AN ARKANSAS CORPORATION

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON ---------------, 199--

----------------------------------

The Special Meeting of Shareholders of Worthen Banking Corporation
("Worthen") will be held on ---------------, 199--, at ------ m., local
time, at -------------------------, -------------------------, Little
Rock, Arkansas, for the following purpose:

To consider and vote upon a proposal to approve and
adopt the Agreement and Plan of Merger dated August 18,
1994, attached as Appendix A to the accompanying Proxy
Statement/Prospectus, providing for the merger of BBI
AcquisitionCo, Inc., an Arkansas corporation and wholly-
owned subsidiary of Boatmen's Bancshares, Inc., with and
into Worthen.

Only the holders of common stock of Worthen of record at the close
of business on ---------------, 199-- are entitled to notice of and to
vote at the Special Meeting or at any adjournments or postponements
thereof.

EACH SHAREHOLDER IS URGED TO COMPLETE AND RETURN PROMPTLY THE
ACCOMPANYING PROXY WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING.
The prompt return of your signed proxy will help assure a quorum and aid
Worthen in reducing the expense of additional proxy solicitation. The
giving of such proxy does not affect your right to vote in person in the
event you attend the meeting.

By Order of the Board of Directors

Secretary

Little Rock, Arkansas

- ---------------, 199--

WORTHEN SHAREHOLDERS SHOULD NOT SEND IN THEIR STOCK CERTIFICATES UNTIL
THEY RECEIVE THE LETTER OF TRANSMITTAL FORM AND INSTRUCTIONS FOR
SUBMITTING SUCH CERTIFICATES.