BOATMENS BANCSHARES INC /MO, S-4/A, 1994-02-03

BOATMENS BANCSHARES INC /MO
S-4/A, 1994-02-03
NATIONAL COMMERCIAL BANKS

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Registration No. 33-51807

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------

AMENDMENT NO. 1
To

FORM S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------------------
BOATMEN'S BANCSHARES, INC.
(Exact name of registrant as specified in its charter)

<S> <C> <C>
MISSOURI 6712 43-0672260
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification 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)
-----------------------------
PHILIP N. McCARTY
Senior Vice President and Secretary
Boatmen's Bancshares, Inc.
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63101
(314) 466-7720
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------------------
Copies to:
John M. Drescher, Jr., Esq. Donald A. Kihle, Esq.
Lewis, Rice & Fingersh Huffman Arrington Kihle Gaberino & Dunn
500 N. Broadway 100 W. Fifth St., Suite 1000
St. Louis, Missouri 63102 Tulsa, Oklahoma 74103-4219
(314) 444-7600 (918) 585-8141

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

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.
==========================================================================================================
</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 . . . . . . . . . . . . . . . . *
<FN>
- ---------------------------------
*Indicates item not applicable

<PAGE> 3

FORM S-4 HEADING PROSPECTUS LOCATION
- ----------------------------------------------------------------------------------------------------------

14. Information with Respect to Registrants
Other than S-3 or S-2 Registrants. . . . . . *

15. Information with Respect to S-3 Companies. . . *

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

17. Information with Respect to Companies Other
than S-3 or S-2 Companies. . . . . . . . . . Summary Information; The Merger; Information About
Woodland; Financial Statements of Woodland

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

19. Information if Proxies, Consents or
Authorizations are not to be Solicited
or in an Exchange Offer. . . . . . . . . . . *
<FN>
- ---------------------------------
*Indicates item not applicable
</TABLE>

<PAGE> 4

BOATMEN'S BANCSHARES, INC.

PROSPECTUS
----------------------
WOODLAND BANCORP, INC.
PROXY STATEMENT

This Prospectus/Proxy Statement ("Prospectus/Proxy Statement") is being
furnished to shareholders of Woodland Bancorp, Inc. ("Woodland") in connection
with the solicitation of proxies by the Board of Directors of Woodland for use
at a Special Meeting of Shareholders (including any adjournments or
postponements thereof) to be held at 10:00 a.m., local time, on March 11,
1994, at the offices of Woodland Bank at 6701 South Memorial, Tulsa, Oklahoma
74133. This Prospectus/Proxy Statement relates to the proposed merger (the
"Merger") of Woodland into Boatmen's Oklahoma, Inc. ("Boatmen's-Oklahoma"),
a wholly owned subsidiary of Boatmen's Bancshares, Inc. ("Boatmen's"),
pursuant to the Agreement and Plan of Merger dated November 6, 1993 among
Woodland, Boatmen's and Boatmen's-Oklahoma.

This Prospectus/Proxy Statement also constitutes a prospectus of
Boatmen's with respect to up to 411,721 shares of common stock of Boatmen's
issuable in the Merger to holders of common stock of Woodland.

Upon consummation of the Merger, each issued and outstanding share of
common stock of Woodland (other than shares held by any shareholder properly
exercising appraisal rights) would be converted into the right to receive 1.08
shares of common stock of Boatmen's, plus cash in lieu of fractional shares.

This Prospectus/Proxy Statement and the accompanying form of proxy are
first being mailed to shareholders of Woodland on or about February 7, 1994.

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 PROSPECTUS/PROXY STATEMENT.
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 PROSPECTUS/PROXY STATEMENT IS FEBRUARY 4, 1994

<PAGE> 5

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

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

SUMMARY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Management and Operations After the Merger. . . . . . . . . . . . . . . . . . . . . . . . 8
Comparison of Shareholder Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Comparative Stock Prices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Selected Comparative Per Share Data . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Recent Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

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

THE MERGER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Boatmen's Bancshares, Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Woodland Bancorp, Inc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Background of the Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Reasons of Woodland for the Merger; Recommendation of Woodland Board of Directors . . . . 19
Conversion Ratio. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Form of the Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Conduct of Business Pending the Merger; Dividends . . . . . . . . . . . . . . . . . . . . 20
Certain Conditions to Consummation of the Merger; Regulatory Approvals. . . . . . . . . . 21
Stock Price Termination Right . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Interests of Certain Persons in the Merger. . . . . . . . . . . . . . . . . . . . . . . . 22
Effective Time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Appraisal Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Exchange of Stock Certificates; Fractional Shares . . . . . . . . . . . . . . . . . . . . 24
Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Accounting Treatment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Management and Operations After the Merger. . . . . . . . . . . . . . . . . . . . . . . . 25
Resale of Boatmen's Common. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

PRO FORMA FINANCIAL DATA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

i
<PAGE> 6

<CAPTION>
PAGE
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DESCRIPTION OF BOATMEN'S CAPITAL STOCK. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Boatmen's Common. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Boatmen's Series B Preferred Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

COMPARISON OF SHAREHOLDER RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Shareholder Vote Required for Certain Transactions. . . . . . . . . . . . . . . . . . . . 31
Special Meetings of Shareholders; Shareholder Action by Written Consent . . . . . . . . . 32
Notice of Shareholder Nominations of Directors. . . . . . . . . . . . . . . . . . . . . . 33
Shareholder Proposal Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Shareholder Rights Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Dissenters' Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Takeover Statutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Liability of Directors; Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . 38
Consideration of Non-Shareholder Interests. . . . . . . . . . . . . . . . . . . . . . . . 39

CERTAIN PROVISIONS OF THE MERGER AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . 39
The Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Exchange of Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Representations and Warranties of the Parties . . . . . . . . . . . . . . . . . . . . . . 40
Conditions to the Consummation of the Merger. . . . . . . . . . . . . . . . . . . . . . . 41
Certain Other Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
No Solicitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Indemnification and Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Waiver and Amendment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Termination or Abandonment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Expenses and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Payment Upon Occurrence of Certain Triggering Events. . . . . . . . . . . . . . . . . . . 46

INFORMATION ABOUT WOODLAND. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Business of Woodland. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Management's Discussion and Analysis of Financial Condition and Results of Operations . . 47
Security Ownership of Certain Beneficial Owners . . . . . . . . . . . . . . . . . . . . . 82
Security Ownership of Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83

LEGAL OPINION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
Independent Auditors for Boatmen's Bancshares, Inc. . . . . . . . . . . . . . . . . . . . 84
Independent Auditors for Woodland.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
Presence at Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

SHAREHOLDER PROPOSALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84

ii
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<CAPTION>
PAGE
----
INDEX TO FINANCIAL STATEMENTS OF WOODLAND . . . . . . . . . . . . . . . . . . . . . . . . . . .F-1

EXHIBITS
Agreement and Plan of Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-1
Excerpts of Oklahoma General Corporation Act (Appraisal Rights) . . . . . . . . . . . . .B-1
</TABLE>

iii
<PAGE> 8

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS/PROXY STATEMENT 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 WOODLAND. THIS PROSPECTUS/PROXY STATEMENT 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 PROSPECTUS/PROXY STATEMENT AT ANY TIME DOES NOT IMPLY
THAT ANY INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

AVAILABLE INFORMATION

Boatmen's is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files 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
Room 1400, 75 Park Place, New York, New York 10007, and Suite 1400,
Northwestern Atrium 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 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.

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 Prospectus/Proxy Statement 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 Prospectus/Proxy Statement or
in any document incorporated in this Prospectus/Proxy Statement 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) pursuant to the Exchange Act are incorporated by reference in this
Prospectus/Proxy Statement:

1. Boatmen's Annual Report on Form 10-K for the year ended
December 31, 1992;

2. Boatmen's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1993, June 30, 1993 and September 30,
1993;

1
<PAGE> 9

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; and

4. Boatmen's Current Reports on Form 8-K dated January 21,
1993, July 27, 1993 and December 7, 1993.

All documents and reports filed by Boatmen's pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus/Proxy Statement and prior to the date of
the special meeting of shareholders of Woodland shall be deemed to
be incorporated by reference in this Prospectus/Proxy Statement 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 Prospectus/Proxy
Statement 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 Prospectus/Proxy Statement.

THIS PROSPECTUS/PROXY STATEMENT INCORPORATES DOCUMENTS
RELATING TO BOATMEN'S BY REFERENCE WHICH ARE NOT PRESENTED HEREIN
OR DELIVERED HEREWITH. THESE DOCUMENTS (EXCLUDING UNINCORPORATED
EXHIBITS) ARE AVAILABLE, WITHOUT CHARGE UPON WRITTEN OR ORAL
REQUEST, TO ANY PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM
THIS PROSPECTUS/PROXY STATEMENT IS DELIVERED, TO PHILIP N. MCCARTY,
SENIOR VICE PRESIDENT AND SECRETARY, BOATMEN'S BANCSHARES, INC.,
ONE BOATMEN'S PLAZA, 800 MARKET STREET, ST. LOUIS, MISSOURI 63101
(TELEPHONE NUMBER (314) 466-7720). IN ORDER TO ENSURE TIMELY
DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY MARCH 4,
1994.

2
<PAGE> 10

SUMMARY INFORMATION

The following is a brief summary of certain information
contained elsewhere in this Prospectus/Proxy Statement. 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 Prospectus/Proxy Statement, the
Exhibits hereto and the documents referred to herein. All
information contained in this Prospectus/Proxy Statement relating
to Boatmen's and its subsidiaries has been supplied by Boatmen's
and all information relating to Woodland and its subsidiary has
been supplied by Woodland. Shareholders are urged to read this
Prospectus/Proxy Statement and the Exhibits hereto and in
particular the section entitled "THE MERGER" in their entirety.

INTRODUCTION

This Prospectus/Proxy Statement relates to an Agreement and
Plan of Merger dated November 6, 1993 (the "Merger Agreement"),
among Woodland Bancorp, Inc. ("Woodland"), Boatmen's Bancshares,
Inc. ("Boatmen's") and Boatmen's Oklahoma, Inc. ("Boatmen's-
Oklahoma"), a wholly owned subsidiary of Boatmen's, attached as
Exhibit A hereto and more fully described herein.

THE PARTIES

Boatmen's is a multi-bank holding company headquartered in
St. Louis, Missouri. At September 30, 1993, Boatmen's had
consolidated assets of $25.3 billion and shareholders' equity of
$2.0 billion, making it the largest bank holding company in
Missouri and among the 35 largest in the United States. Boatmen's
52 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 15 largest providers of trust services in the nation,
with $33.6 billion in assets under management. 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).

Woodland is a bank holding company headquartered in Tulsa,
Oklahoma. At September 30, 1993, Woodland had consolidated assets
of $63 million and shareholders' equity of $6 million. Woodland's
commercial banking subsidiary, Woodland Bank, operates from one
location in Tulsa, Oklahoma and has filed applications to open two
branch offices also in Tulsa, Oklahoma. Woodland Bank offers
complete banking services to the commercial and residential areas
which it serves. The principal executive offices of Woodland are
at 6701 South Memorial, Tulsa, Oklahoma 74133 (telephone number
(918) 252-5722).

THE SPECIAL MEETING

Date, Time and Place of Special Meeting

The special meeting (the "Special Meeting") of the
shareholders of Woodland to consider and vote upon the Merger
Agreement will be held at the offices of Woodland Bank at 6701
South Memorial, Tulsa, Oklahoma 74133 on March 11, 1994, at
10:00 a.m., local time.

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<PAGE> 11
Matters to be Considered at the Special Meeting

At the Special Meeting, holders of common stock, par value
$0.01 per share, of Woodland ("Woodland Common") will consider and
vote upon approving the Merger Agreement providing for the merger
(the "Merger") of Woodland with and into Boatmen's-Oklahoma.

Record Date

The record date for the Special Meeting is January 11, 1994.

Vote Required

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

Security Ownership of Woodland Management

As of January 11, 1994, executive officers and directors of
Woodland and their affiliates may be deemed to have owned
beneficially 217,832 shares (57.1%) of Woodland Common, all of
which are expected by management of Woodland to be voted in favor
of the Merger Agreement.

THE MERGER

Effects of the Merger

At the time the Merger is consummated (the "Effective Time"),
Woodland will merge into Boatmen's-Oklahoma and as a result thereof
each share of Woodland Common, other than shares any holders of
which have duly exercised and perfected their appraisal rights
under the Oklahoma General Corporation Act (the "Oklahoma Law"),
will be converted into 1.08 shares of common stock, par value $1.00
per share, of Boatmen's ("Boatmen's Common") (the "Conversion
Ratio"), plus cash in lieu of fractional shares.

Value of the Merger

As of February 1, 1994, based on the Conversion Ratio and
the closing sales price of Boatmen's Common as reported on the
National Association of Securities Dealers Automated Quotation
System - National Market System ("NASDAQ/NMS") for that date, the
Merger had a per share value of $30.78 to holders of Woodland
Common, and the approximate total value of the Merger consideration
to Woodland shareholders was $11.7 million.

Reasons for the Merger and Recommendation of the Board of Directors

The Board of Directors of Woodland has determined that the
Merger and the Merger Agreement, including the Conversion Ratio,
are fair to, and in the best interests of, Woodland and its
shareholders. The Board believes that a business combination with
a larger and more geographically diversified regional bank holding
company would, in addition to providing significant shareholder
value to all Woodland shareholders, enable Woodland Bank to compete
more effectively in its market area and participate in the expanded
opportunities for growth that the Merger will make possible.
Accordingly, the Board unanimously recommends that shareholders of
Woodland vote for approval and adoption of the Merger Agreement.

4
<PAGE> 12

The Board of Directors of Boatmen's believes that the
acquisition of Woodland and the merger of its banking subsidiary,
Woodland Bank, into Boatmen's First National Bank of Oklahoma,
would be a natural and desirable addition to Boatmen's banking
franchise in Tulsa, Oklahoma.

Conditions to the Merger; Regulatory Approvals

The Merger is subject to various conditions including, among
other things, approval of the Merger Agreement by the requisite
majority vote of the shareholders of Woodland, receipt of
regulatory approvals of the Merger from the Board of Governors of
the Federal Reserve System (the "Federal Reserve"),
receipt of a legal opinion on certain tax
aspects of the Merger, receipt of an accounting opinion to the
effect that the Merger qualifies for "pooling of interests"
accounting treatment, and the occurrence of no material adverse
changes in the businesses of Boatmen's or Woodland. The Merger may
not be consummated until the 30th day after the date of Federal
Reserve approval. The required regulatory
approval from the Federal Reserve was received on January 24, 1994.

Conduct of Business Pending the Merger

Pursuant to the Merger Agreement, Woodland 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
Woodland may declare and pay its regular quarterly dividend on the
Woodland Common in an amount not to exceed $0.25 per share, payable
on the last day of December, March, June and September. In this
regard, Boatmen's and Woodland have agreed to 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 Woodland shareholders would receive a regular
quarterly dividend from Woodland or Boatmen's, but not from both
with respect to any such quarter.

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to
the Effective Time (i) if the Merger is not consummated on or prior
to November 6, 1994; (ii) by mutual agreement of the Boards of
Directors of Boatmen's and Woodland; (iii) by Boatmen's and
Boatmen's-Oklahoma or Woodland in the event of a material breach by
the other of any of its representations and warranties or
agreements under the Merger Agreement not cured within twenty days
after notice of such breach is given by the non-breaching party;
(iv) 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); (v) by Boatmen's in the event that
Woodland or Woodland Bank 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;
(vi) by Boatmen's if certain reports of environmental inspection on
the real properties of Woodland 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 $200,000 (unless the shareholders of Woodland, or any
group of them, pay to Boatmen's such amount in excess of $200,000);
(vii) by Woodland if both of the following conditions are satisfied
(a) the average of the daily closing prices of a share of Boatmen's
Common (the "Boatmen's Average Price"), as reported on the
NASDAQ/NMS during the period of twenty trading days ending at the
end of the fifth trading day immediately preceding the closing date
of the Merger (the "Closing Date"), is less than $24.75, and
(b) the number obtained by dividing the Boatmen's Average Price by
$28.375 is less than the number obtained by dividing the Final
Index Price (as defined below) by the Initial Index Price (as
defined below) and subtracting .20 from such quotient; and
(viii) by Boatmen's if both of the following conditions are
satisfied (a) the Boatmen's Average Price is more than $41.25,
and (b) the number obtained by dividing the

5
<PAGE> 13

Boatmen's Average Price by $28.375 is more than the number obtained
by dividing the Final Index Price by the Initial Index Price and
adding .20 to such quotient.

For purposes of items (vii) and (viii) above, the term:
(a) "Index Group" means all of the bank holding companies listed on
Exhibit 7.08 to the Merger Agreement the common stock of which is
publicly traded and as to which there is no pending publicly
announced proposal at any time during the period of twenty trading
days ending at the end of the fifth trading day immediately
preceding the Closing Date for such company to be acquired or to
acquire another company (which would constitute a "significant
subsidiary" of such company as such term is defined in Rule 1-02 of
the S.E.C.'s Regulation S-X) in exchange for its stock;
(b) "Initial Index Price" means the weighted average (weighted in
accordance with the factors specified on the exhibit to the Merger
Agreement) of the per share closing prices of the common stock of
the bank holding companies comprising the Index Group, as reported
on the consolidated transactions reporting system for the market or
exchange on which such common stock is principally traded, on
November 19, 1993, the trading day immediately preceding the public
announcement of the Merger Agreement; (c) "Final Price" of any
company belonging to the Index Group means the average of the daily
closing sale prices of a share of common stock of such company, as
reported in the consolidated transaction reporting system for the
market or exchange on which such common stock is principally
traded, during the period of twenty trading days ending at the end
of the fifth trading day immediately preceding the Closing Date;
and (d) "Final Index Price" means the weighted average (weighted in
accordance with the factors specified on the exhibit to the Merger
Agreement) of the Final Prices for all of the companies comprising
the Index Group.

Payment Upon Occurrence of Certain Triggering Events

The Merger Agreement provides that upon the occurrence of one
or more Triggering Events (as described below), Woodland will pay
to Boatmen's the sum of One Million Dollars ($1,000,000.00).

As used above, the term "Triggering Event" means any of the
following events: (i) upon termination of the Merger Agreement by
Boatmen's upon a breach thereof by Woodland (including, without
limitation, the entering into of an agreement between Woodland and
any third party which is inconsistent with the transactions
contemplated by the Merger Agreement), provided that within one
year of the date of such termination, either an event described in
clauses (iii) or (iv) below shall have occurred or Woodland or
shareholders of Woodland shall have entered into an agreement with
any third party whereby such third party will acquire, merge or
consolidate with Woodland, purchase all or substantially all of
Woodland's assets or acquire 10% or more of the outstanding shares
of Woodland Common; (ii) the failure of Woodland's shareholders to
approve the Merger and the Merger Agreement at the Special Meeting
or pursuant to a solicitation by Woodland or written consents of
its shareholders; (iii) any person or group of persons (other than
Boatmen's) acquires, or has the right to acquire, 25% or more of
the Woodland Common, exclusive of shares of Woodland Common sold
directly or indirectly to such person or group of persons by
Boatmen's; (iv) expiration of the fifth day preceding the scheduled
expiration date of a tender or exchange offer by any person or
group of persons (other than Boatmen's and/or its affiliates) to
purchase or acquire securities of Woodland if upon consummation of
such offer, such person or group of persons would own, control or
have the right to acquire 25% or more of the Woodland Common; or
(v) upon the entry by Woodland into an agreement or other
understanding with a person or group of persons (other than
Boatmen's and/or its affiliates) for such person or group of
persons to acquire, merge or consolidate with Woodland or to
purchase all or substantially all of Woodland's assets.

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

6
<PAGE> 14

Merger will qualify for "pooling of interests" accounting,
is a condition to Boatmen's obligation 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 the approval of
Woodland 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.

Effective Time of the Merger

The Merger Agreement provides that the Merger will become
effective upon the filing of a Certificate of Merger with the
Secretary of State of the State of Missouri. It is presently
anticipated that the Merger will be consummated late in the first
quarter of 1994, but no assurance can be given that such timetable
will be met.

Interests of Certain Persons in the Merger

Certain members of Woodland's management and Woodland's Board
of Directors have interests in the Merger that are in addition to
the interests of shareholders of Woodland generally. These include
provisions in the Merger Agreement relating to indemnification and
employee benefits.

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 Woodland, and
no gain or loss would be recognized by Woodland shareholders,
except in respect of cash received for fractional shares and except
for any cash payments which might be received by Woodland
shareholders properly exercising their appraisal rights.
Consummation of the Merger is conditioned upon there being
delivered an opinion of counsel for Boatmen's, dated as of the
closing date of the Merger, to the effect that the Merger will
constitute a reorganization within the meaning of Section
368(a)(2)(D) of the Internal Revenue Code of 1986, as amended.

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.

Appraisal Rights

The appraisal rights of Woodland shareholders are governed by
the Oklahoma Law which provides that a shareholder of Woodland has
the right to demand an appraisal by the district court of the fair
value of his shares of stock, exclusive of any element of value
arising from the accomplishment or expectation of the Merger,
provided the shareholder (i) delivers to Woodland, before the vote
is taken at the Special Meeting, a written demand for appraisal of
the shares of the shareholder, (ii) does not vote in favor of the
Merger in person or by proxy at the Special Meeting, and (iii)
holds the shares of Woodland Common on the date of the making of
the demand and continues to hold such shares through the Effective
Time. If the holders of approximately 10% of the shares of
Woodland Common should exercise their appraisal rights, the Merger
would not qualify as a "pooling of interests" for accounting and
financial reporting purposes and, therefore, Boatmen's would not be
obligated to consummate the Merger. A PROXY OR VOTE AGAINST THE
MERGER SHALL NOT CONSTITUTE A DEMAND FOR APPRAISAL OF THE SHARES OF
THE SHAREHOLDER. SUCH DEMAND MUST BE BY SEPARATE WRITTEN DEMAND.

7
<PAGE> 15

MANAGEMENT AND OPERATIONS AFTER THE MERGER

It is anticipated that, effective as of the Effective Time of
the Merger or thereafter, Woodland Bank will merge into Boatmen's
First National Bank of Oklahoma, a wholly owned subsidiary of
Boatmen's-Oklahoma (the "Subsidiary Bank Merger"). Boatmen's First
National Bank of Oklahoma will be the surviving bank in the Subsidiary Bank
Merger. Upon consummation of such merger, the present offices of Woodland
Bank will operate as branch offices of Boatmen's First National
Bank of Oklahoma. It is not anticipated that the management of
Boatmen's, Boatmen's-Oklahoma or Boatmen's First National Bank of
Oklahoma will be affected as a result of the Merger or the
Subsidiary Bank Merger.

COMPARISON OF SHAREHOLDER RIGHTS

The rights of the shareholders of Woodland Common and
Boatmen's Common differ in certain respects. The rights of the
shareholders of Woodland 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 Articles
of Incorporation, By-laws and other corporate documents. The
governing law and documents of Boatmen's differ from those which
apply to Woodland, which is an Oklahoma 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 shareholder
rights plan; 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.

8
<PAGE> 16

<TABLE>
COMPARATIVE STOCK PRICES

Shares of Boatmen's Common are traded in the over-the-counter
market and are listed on NASDAQ/NMS under the symbol BOAT. The
following table sets forth the high and low last sale prices of
Boatmen's Common for the periods indicated, as reported on
NASDAQ/NMS. The Boatmen's per share prices have been restated to
reflect Boatmen's 2-for-1 stock split effective on October 1, 1993
(the "Stock Split"). There is no established public trading market
for Woodland Common.

<CAPTION>
Boatmen's Woodland
Common Stock Common Stock
------------------ ------------------
High Low High Low
---- --- ---- ---
<S> <C> <C> <C> <C>
1992 First Quarter. . . . . . $24.19 $21.19 * *
Second Quarter . . . . . 25.63 21.44 * *
Third Quarter. . . . . . 26.63 25.00 * *
Fourth Quarter . . . . . 28.25 24.75 * *

1993 First Quarter. . . . . . 30.50 26.88 * *
Second Quarter . . . . . 32.13 27.31 * *
Third Quarter. . . . . . 32.38 29.19 * *
Fourth Quarter . . . . . 33.38 27.63 * *
1994 First Quarter
(through February 1) . 30.50 28.50 * *
<FN>
- -----------
* Management of Woodland is not aware of any sales of shares
of Woodland Common during the past three year period. The most
recent transaction reported to management of Woodland involving
shares of Woodland Common took place on December 27, 1989, at a
price per share of $9.13.
</TABLE>

On November 19, 1993, the last trading day before the
announcement of the Merger Agreement, the closing sale prices of
Boatmen's Common as reported on NASDAQ/NMS was $28.375 per share.
The equivalent per share price, which is calculated by multiplying
the specified closing sale price of Boatmen's Common by the
Conversion Ratio, was $30.645 on such date.

On February 1, 1994, the closing sale prices of Boatmen's
Common as reported on NASDAQ/NMS was $28.50 per share and, on an
equivalent per share basis, was $30.78 per share and there were
approximately 27,700 and approximately 52 holders of record of
Boatmen's Common and Woodland Common, respectively.

9
<PAGE> 17

<TABLE>
SELECTED COMPARATIVE PER SHARE DATA(1)
(unaudited)

The following summary presents comparative historical, pro forma
and pro forma equivalent unaudited per share data for both
Boatmen's and Woodland. 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 Woodland's equivalent pro forma amounts are computed
by multiplying the pro forma amounts by a factor of 1.08 to reflect
the Conversion Ratio (which equals 1.08 shares of Boatmen's Common
for each share of Woodland Common). The data presented should be
read in conjunction with the historical financial statements and
the related notes thereto included herein or incorporated by
reference herein, and the pro forma financial statements included
elsewhere in this Prospectus/Proxy Statement.

<CAPTION>
Nine Months Ended September 30, Year Ended December 31,
------------------------------- -------------------------
1993 1992 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
NET INCOME PER COMMON SHARE:

Historical
Boatmen's. . . . . . . . . . . . $2.30 $1.96 $2.25 $1.78 $1.61
Woodland(2). . . . . . . . . . . 1.91 1.89 2.54 2.92 0.77
Pro forma combined per
Boatmen's share. . . . . . . . . 2.30 1.96 2.26 1.78 1.61
Equivalent pro forma
per Woodland share . . . . . . . 2.48 2.12 2.44 1.92 1.74

DIVIDENDS PER COMMON SHARE:

Historical
Boatmen's. . . . . . . . . . . . $0.84 $0.81 $1.09 $1.065 $1.06
Woodland . . . . . . . . . . . . 0.75 0.65 1.15 --- ---
Pro forma combined per
Boatmen's share(3) . . . . . . . 0.84 0.81 1.09 1.065 1.06
Equivalent pro forma
per Woodland share . . . . . . . 0.91 0.87 1.18 1.15 1.14

BOOK VALUE PER COMMON SHARE
(PERIOD END):

Historical
Boatmen's. . . . . . . . . . . . $19.96 $18.58 $18.57 $17.32 $16.25
Woodland . . . . . . . . . . . . 15.99 14.42 14.82 13.29 10.52
Pro forma combined per
Boatmen's share. . . . . . . . . 19.94 18.57 18.56 17.30 16.23
Equivalent pro forma
per Woodland share . . . . . . . 21.54 20.06 20.04 18.68 17.53

<FN>
- --------------

(1) Reflects restatement of Boatmen's share amounts to give effect
to the Stock Split.

(2) Net income is shown before cumulative effect of change in
accounting principle.

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

10
<PAGE> 18

SELECTED FINANCIAL DATA

The following tables present selected consolidated historical
financial data for Boatmen's and Woodland 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 Woodland and should be read in
conjunction with the more detailed information and financial
statements included herein or incorporated by reference in this
Prospectus/Proxy Statement. The data should also be read in
conjunction with the unaudited pro forma financial statements
included elsewhere in this Prospectus/Proxy Statement.

<TABLE>
BOATMEN'S BANCSHARES, INC.

<CAPTION>
Nine Months Ended September 30, Year Ended December 31,
------------------------------- ---------------------------------------------------------
1993 1992 1992 1991 1990 1989 1988
---- ---- ---- ---- ---- ---- ----
(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 . . . . . . . $707,119 $626,617 $847,452 $717,743 $633,803 $608,025 $607,093
Provision for Loan Losses . . . . 46,831 79,857 134,626 112,876 117,348 89,848 108,710
Noninterest Income. . . . . . . . 349,871 325,573 434,619 344,562 288,051 270,045 257,085
Noninterest Expense . . . . . . . 675,849 605,631 840,740 724,736 626,608 582,527 600,637
Nonrecurring Merger
Expenses. . . . . . . . . . . . -- -- -- -- -- -- 42,241
Income Tax Expense. . . . . . . . 109,866 79,436 91,212 60,004 35,741 43,689 16,324
Net Income. . . . . . . . . . . . 224,444 187,266 215,493 164,689 142,157 162,006 96,266
Per Common Share Data(1):
Net Income. . . . . . . . . . . . $2.30 $1.96 $2.25 $1.78 $1.61 $1.84 $1.10
Cash Dividends Paid . . . . . . . 0.84 0.81 1.09 1.065 1.06 1.015 1.00
Stockholders' Equity
(period end). . . . . . . . . . 19.96 18.58 18.57 17.32 16.25 15.61 14.74
Financial Position at Period End:
Loans, Net of Unearned Income . . $14,111 $12,482 $12,632 $11,894 $11,477 $11,159 $11,094
Total Assets. . . . . . . . . . . 25,262 23,430 23,387 22,269 22,009 18,781 18,761
Deposits. . . . . . . . . . . . . 19,883 18,161 18,988 17,419 17,472 14,367 14,708
Long-Term Debt. . . . . . . . . . 461 291 380 302 271 281 295
Stockholders' Equity. . . . . . . 1,955 1,781 1,793 1,642 1,432 1,372 1,294
Selected Financial Ratios:
Return on Average Assets. . . . . 1.26% 1.12% 0.96% 0.79% 0.75% 0.88% 0.53%
Return on Average Common
Equity(2) . . . . . . . . . . . 15.92 14.67 12.52 10.60 10.12 12.10 7.41
Net Interest Margin . . . . . . . 4.59 4.36 4.39 4.05 3.98 4.05 4.06
Nonperforming Assets as % of
Total Loans and Foreclosed
Property(3) . . . . . . . . . . 2.08 3.16 2.86 3.76 3.62 3.05 3.21
Nonperforming Loans as % of
Total Loans . . . . . . . . . . 1.22 2.10 1.89 2.40 2.96 2.42 2.77
Loan Reserve as % of Net Loans. . 2.34 2.25 2.31 2.00 1.86 1.62 1.80
Net Charge-Offs as % of Average
Loans . . . . . . . . . . . . . 0.21 0.54 0.78 0.84 0.75 0.99 0.84
Equity to Assets. . . . . . . . . 7.74 7.60 7.67 7.37 6.50 7.31 6.90
Tangible Equity to Assets(4). . . 6.69 6.81 6.85 6.60 5.79 6.60 6.16
Tier 1 Risk-Based Capital(5). . . 10.32 10.19 10.50 10.36 9.71 -- --
Total Risk-Based Capital(5) . . . 14.19 12.90 13.86 13.39 12.55 -- --
<FN>
- ---------------------------
(1) Reflects restatement of share amounts for the Stock Split.
(2) Based on net income available to common shareholders.
(3) Nonperforming assets include nonaccrual loans, restructured loans, loans
past due 90 days or more and foreclosed property.
(4) Tangible equity to assets is defined as total equity less all intangibles
as a percentage of total tangible assets.
(5) Calculated using final 1992 risk based guidelines.
</TABLE>

11
<PAGE> 19

<TABLE>
WOODLAND BANCORP, INC.

<S> <C> <C> <C> <C> <C> <C> <C>
Summarized Income Statement:
Net Interest Income . . . . . . . $2,138 $2,029 $2,720 $2,501 $2,202 $2,073 $2,233
Provision for Loan Losses . . . . 0 0 0 0 335 420 375
Noninterest Income. . . . . . . . 691 729 986 1,483 673 583 687
Noninterest Expense . . . . . . . 1,874 1,811 2,478 2,393 2,157 1,921 2,001
Income Tax Expense. . . . . . . . 227 227 261 479 87 49 203
Net Income(1) . . . . . . . . . . 728 720 967 1,112 296 266 341
Per Common Share Data:
Net Income(1) . . . . . . . . . . $1.91 $1.89 $2.54 $2.92 $0.77 $0.68 $0.82
Cash Dividends Paid . . . . . . . 0.75 0.65 1.15 0.00 0.00 0.00 0.00
Stockholders' Equity
(period end). . . . . . . . . . 15.99 14.42 14.82 13.29 10.52 9.55 8.81
Financial Position at Period End:
Loans, Net of Unearned Income . . $28,681 $30,144 $27,306 $27,654 $26,081 $25,967 $27,825
Total Assets. . . . . . . . . . . 62,660 60,820 63,630 62,546 57,485 57,094 56,414
Deposits. . . . . . . . . . . . . 56,364 52,850 57,829 56,926 51,880 51,129 47,246
Long-Term Debt. . . . . . . . . . 0 0 0 0 0 0 0
Stockholders' Equity. . . . . . . 6,094 5,499 5,651 5,065 4,010 3,641 3,603
Selected Financial Ratios:
Return on Average Assets. . . . . 1.57% 1.59% 1.60% 1.97% 0.55% 0.51% 0.70%
Return on Average Equity. . . . . 16.46 18.09 17.97 24.27 7.71 7.34 11.22
Net Interest Margin . . . . . . . 5.52 5.40 5.42 5.10 4.66 4.76 5.20
Nonperforming Assets as % of
Total Loans and Foreclosed
Property(2) . . . . . . . . . . 0.09 0.36 0.30 1.48 2.61 2.79 1.91
Nonperforming Loans as % of
Total Loans . . . . . . . . . . 0.09 0.36 0.30 0.73 2.43 2.61 1.74
Loan Reserve as % of Net Loans. . 3.04 2.99 3.13 2.93 2.92 2.50 2.35
Net Charge-Offs (Recoveries) as %
of Average Loans. . . . . . . . (0.08) (0.42) (0.16) (0.18) 0.90 1.60 1.31
Equity to Assets. . . . . . . . . 9.73 9.04 8.88 8.10 6.98 6.38 6.39
Tangible Equity to Assets(3). . . 9.73 9.04 8.88 8.10 6.98 6.38 6.39
Tier 1 Risk-Based Capital(4). . . 16.57 14.49 15.97 --- --- --- ---
Total Risk-Based Capital(4) . . . 17.83 15.76 17.23 --- --- --- ---
<FN>
- ---------------------------
(1) Net income is shown before cumulative effect of change in accounting principle.
(2) Nonperforming assets include nonaccrual loans, restructured loans, loans
past due 90 days or more and foreclosed property.
(3) Tangible equity to assets is defined as total equity less all intangibles
as a percentage of total tangible assets.
(4) Calculated using final 1992 risk based guidelines.
</TABLE>

12
<PAGE> 20

<TABLE>
BOATMEN'S BANCSHARES, INC.
AND
WOODLAND BANCORP, INC.

PRO FORMA COMBINED SELECTED FINANCIAL DATA

<S> <C> <C> <C> <C> <C> <C> <C>
Summarized Income Statement:
Net Interest Income . . . . . . . $709,257 $628,646 $850,172 $720,244 $636,005 $610,098 $609,326
Provision for Loan Losses . . . . 46,831 79,857 134,626 112,876 117,683 90,268 109,085
Noninterest Income. . . . . . . . 350,562 326,302 435,605 346,045 288,724 270,628 257,772
Noninterest Expense . . . . . . . 677,723 607,442 843,218 727,129 628,765 584,448 602,638
Nonrecurring Merger
Expenses. . . . . . . . . . . . -- -- -- -- -- -- 42,241
Income Tax Expense. . . . . . . . 110,093 79,663 91,473 60,483 35,755 43,738 16,527
Net Income. . . . . . . . . . . . 225,172 187,986 216,460 165,801 142,526 162,272 96,607
Per Common Share Data(1):
Net Income. . . . . . . . . . . . $2.30 $1.96 $2.26 $1.78 $1.61 $1.83 $1.10
Cash Dividends Paid . . . . . . . 0.84 0.81 1.09 1.065 1.06 1.015 1.00
Stockholders' Equity
(period end). . . . . . . . . . 19.94 18.57 18.56 17.30 16.23 15.59 15.06
Financial Position at Period End:
Loans, Net of Unearned Income . . $14,140 $12,512 $12,659 $11,922 $11,503 $11,185 $11,122
Total Assets. . . . . . . . . . . 25,325 23,491 23,451 22,332 22,066 18,838 18,817
Deposits. . . . . . . . . . . . . 19,939 18,216 19,046 17,476 17,524 14,418 14,755
Long-Term Debt. . . . . . . . . . 461 291 380 302 271 281 295
Stockholders' Equity. . . . . . . 1,961 1,786 1,799 1,647 1,436 1,376 1,298
Selected Financial Ratios:
Return on Average Assets. . . . . 1.26% 1.12% 0.96% 0.79% 0.75% 0.88% 0.53%
Return on Average Common
Equity(2) . . . . . . . . . . . 15.92 14.68 12.54 10.64 10.12 12.09 7.42
Net Interest Margin . . . . . . . 4.59 4.37 4.40 4.06 3.98 4.06 4.06
Nonperforming Assets as % of
Total Loans and Foreclosed
Property(3) . . . . . . . . . . 2.08 3.16 2.85 3.76 3.61 3.05 3.21
Nonperforming Loans as % of
Total Loans . . . . . . . . . . 1.22 2.09 1.89 2.40 2.96 2.42 2.77
Loan Reserve as % of Net Loans. . 2.34 2.25 2.31 2.01 1.86 1.62 1.80
Net Charge-Offs as % of Average
Loans . . . . . . . . . . . . . 0.21 0.54 0.78 0.84 0.75 0.99 0.84
Equity to Assets. . . . . . . . . 7.75 7.60 7.67 7.37 6.51 7.30 6.89
Tangible Equity to Assets(4). . . 6.69 6.82 6.86 6.61 5.79 6.60 6.16
Tier 1 Risk-Based Capital(5). . . 10.27 10.20 10.51 10.36 9.71 -- --
Total Risk-Based Capital(5) . . . 14.12 12.91 13.87 13.39 12.55 -- --
<FN>
- ---------------------------
(1) Reflects restatement of share amounts for the Stock Split.
(2) Based on net income available to common shareholders.
(3) Nonperforming assets include nonaccrual loans, restructured loans, loans
past due 90 days or more and foreclosed property.
(4) Tangible equity to assets is defined as total equity less all intangibles
as a percentage of total tangible assets.
(5) Calculated using final 1992 risk based guidelines.
</TABLE>

13
<PAGE> 21

RECENT FINANCIAL DATA

The following tables present selected consolidated financial
data for Boatmen's and Woodland for the quarter and year
ended December 31, 1992 and 1993.

<TABLE>
BOATMEN'S BANCSHARES, INC.(1)

<CAPTION>
Quarter Ended December 31, Year Ended December 31,
-------------------------- -----------------------
1993 1992 1993 1992
---------------------------------------------------
(income statement amounts in thousands except per share
data and balance sheet amounts in millions)

<S> <C> <C> <C> <C>
Summarized Income Statement:
Net Interest Income . . . . . . . . . . . $248,702 $229,111 $981,580 $877,716
Provision for Loan Losses . . . . . . . . 11,853 55,269 60,184 136,626
Noninterest Income. . . . . . . . . . . . 131,893 113,331 493,251 452,082
Noninterest Expense . . . . . . . . . . . 253,801 242,763 950,421 871,928
Income Tax Expense. . . . . . . . . . . . 37,819 12,347 146,807 92,518
Net Income. . . . . . . . . . . . . . . . 77,122 32,063 317,419 228,726
Per Common Share Data(2):
Net Income. . . . . . . . . . . . . . . . $0.75 $0.32 $3.07 $2.29
Cash Dividends Paid . . . . . . . . . . . 0.31 0.28 1.15 1.09
Stockholders' Equity
(period end). . . . . . . . . . . . . . 20.49 18.20
Financial Position at Period End:
Loans, Net of Unearned Income . . . . . . $14,826 $13,111
Total Assets. . . . . . . . . . . . . . . 26,654 24,281
Deposits. . . . . . . . . . . . . . . . . 20,909 19,685
Long-Term Debt. . . . . . . . . . . . . . 486 393
Stockholders' Equity. . . . . . . . . . . 2,133 1,861
Selected Financial Ratios:
Return on Average Assets. . . . . . . . . 1.18% 0.54% 1.27% 0.99%
Return on Average Common
Equity(3) . . . . . . . . . . . . . . . 14.90 7.00 15.99 12.95
Net Interest Margin . . . . . . . . . . . 4.45 4.49 4.56 4.40
Nonperforming Assets as % of
Total Loans and Foreclosed
Property(4) . . . . . . . . . . . . . . 1.90 2.92
Nonperforming Loans as % of Total
Loans . . . . . . . . . . . . . . . . . 1.17 1.96
Loan Reserve as % of Net Loans. . . . . . 2.30 2.30
Net Charge-Offs as % of Average
Loans . . . . . . . . . . . . . . . . . 0.34 1.44 0.24 0.80
Equity to Assets. . . . . . . . . . . . . 8.00 7.67
Tangible Equity to Assets(5). . . . . . . 7.04 6.90
Tier 1 Risk-Based Capital(6). . . . . . . 10.67 10.39
Total Risk-Based Capital(6) . . . . . . . 14.42 13.75
<FN>
- ---------------------------
(1) Reflects restatement of results of operations for all periods shown to account
for the pooling of interests acquisition of First Amarillo Bancorporation, Inc.
completed on November 30, 1993.
(2) Reflects restatement of share amounts for the Stock Split.
(3) Based on net income available to common shareholders.
(4) Nonperforming assets include nonaccrual loans, restructured loans, loans
past due 90 days or more and foreclosed property.
(5) Tangible equity to assets is defined as total equity less all intangibles
as a percentage of total tangible assets.
(6) Calculated using final 1992 risk based guidelines.
</TABLE>

14
<PAGE> 22

<TABLE>
WOODLAND BANCORP, INC.

<CAPTION>
Quarter Ended December 31, Year Ended December 31,
-------------------------- -----------------------
1993 1992 1993 1992
----------------------------------------------------
(income statement and balance sheet amounts
in thousands except per share data)

<S> <C> <C> <C> <C>
Summarized Income Statement:
Net Interest Income . . . . . . . . . . . $689 $691 $2,827 $2,720
Provision for Loan Losses . . . . . . . . 0 0 0 0
Noninterest Income. . . . . . . . . . . . 289 257 980 986
Noninterest Expense . . . . . . . . . . . 744 667 2,618 2,478
Income Tax Expense. . . . . . . . . . . . 24 34 251 261
Net Income(1) . . . . . . . . . . . . . . 210 247 938 967
Per Common Share Data:
Net Income(1) . . . . . . . . . . . . . . $0.55 $0.65 $2.46 $2.54
Cash Dividends Paid . . . . . . . . . . . 0.25 0.50 1.00 1.15
Stockholders' Equity
(period end). . . . . . . . . . . . . . 16.28 14.82
Financial Position at Period End:
Loans, Net of Unearned Income . . . . . . $28,836 $27,306
Total Assets. . . . . . . . . . . . . . . 64,073 63,630
Deposits. . . . . . . . . . . . . . . . . 57,622 57,829
Long-Term Debt. . . . . . . . . . . . . . 0 0
Stockholders' Equity. . . . . . . . . . . 6,208 5,651
Selected Financial Ratios:
Return on Average Assets. . . . . . . . . 1.32% 1.62% 1.51% 1.60%
Return on Average Equity. . . . . . . . . 13.61 18.45 15.76 17.97
Net Interest Margin . . . . . . . . . . . 5.21 5.51 5.45 5.42
Nonperforming Assets as % of
Total Loans and Foreclosed
Property(1) . . . . . . . . . . . . . . 0.04 0.30
Nonperforming Loans as % of Total
Loans . . . . . . . . . . . . . . . . . 0.04 0.30
Loan Reserve as % of Net Loans. . . . . . 3.07 3.13
Net Charge-Offs as % of Average
Loans . . . . . . . . . . . . . . . . . (0.06) (0.31) (0.10) (0.16)
Equity to Assets. . . . . . . . . . . . . 9.69 8.88
Tangible Equity to Assets(2). . . . . . . 9.69 8.88
Tier 1 Risk-Based Capital(3). . . . . . . 17.96 15.97
Total Risk-Based Capital(3) . . . . . . . 19.22 17.23
<FN>
- ---------------------------
(1) Nonperforming assets include nonaccrual loans, restructured loans, loans
past due 90 days or more and foreclosed property.
(2) Tangible equity to assets is defined as total equity less all intangibles
as a percentage of total tangible assets.
(3) Calculated using final 1992 risk based guidelines.
</TABLE>

15
<PAGE> 23

THE SPECIAL MEETING

DATE, TIME AND PLACE

This Prospectus/Proxy Statement is being furnished to
shareholders of Woodland in connection with the solicitation of
proxies by the Board of Directors of Woodland for use at the
Special Meeting of Shareholders of Woodland to be held at the
offices of Woodland Bank at 6701 South Memorial, Tulsa, Oklahoma
74133 on March 11, 1994, at 10:00 a.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 Woodland will be
asked to approve the Merger Agreement providing for the Merger of
Woodland with and into Boatmen's-Oklahoma.

The date on which this Prospectus/Proxy Statement is first
being sent to shareholders of Woodland is on or about February 7, 1994.

RECORD DATE; VOTE REQUIRED

The Board of Directors of Woodland has fixed the close of
business on January 11, 1994, as the record date for the
determination of shareholders of Woodland Common to receive notice
of and to vote at the Special Meeting. On January 11, 1994, there
were 381,223 shares of Woodland Common outstanding. Only holders
of shares of Woodland Common of record on the record date are
entitled to vote at the Special Meeting. No shares of Woodland
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 a majority of the outstanding
shares of Woodland Common entitled to vote thereon is required to
approve the Merger Agreement. Each holder of Woodland Common is
entitled to one vote per share of Woodland Common. As of the
record date, the directors and executive officers of Woodland and
their affiliates have the power to vote a total of 258,892 shares
of Woodland Common, or 67.9109% 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
Prospectus/Proxy Statement. 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 Woodland Common
represented by a proxy properly signed and returned to Woodland 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 Woodland
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 Woodland a
written revocation or a duly executed proxy bearing a later date.
A holder of Woodland Common may withdraw his or her proxy at the

16
<PAGE> 24

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.

SOLICITATION OF PROXIES

In addition to solicitation of proxies from shareholders of
Woodland Common by use of the mail, proxies also may be solicited
by personal interview, telephone and wire by directors, officers
and employees of Woodland, who will not be specifically compensated
for such services. All costs of soliciting proxies, assembling and
mailing the Prospectus/Proxy Statement and all papers which now
accompany or hereafter may supplement the same will be borne by
Woodland. Woodland reserves the right to engage an outside party
to solicit proxies and to pay special compensation for that
purpose.

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

THE MERGER

BOATMEN'S BANCSHARES, INC.

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 52 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 September 30, 1993, Boatmen's had consolidated assets
of $25.3 billion and total shareholders' equity of $2.0 billion,
making it one of the 35 largest bank holding companies in the
United States.

Boatmen's is the largest commercial banking organization in
Missouri, based on total assets of approximately $16.5 billion,
operating from eighteen banks principally in St. Louis, Kansas City
and Springfield, the three largest metropolitan areas. Boatmen's
also operates six banks in Southern Illinois with total assets of
$1.0 billion, ten banks in Iowa with total assets of approximately
$1.2 billion, a bank in suburban Overland Park, Kansas with total
assets of approximately $180 million, twelve banks in New Mexico
with total assets of approximately $3.1 billion, a bank in Oklahoma
with locations in the Oklahoma City, Tulsa and Bartlesville areas
and total assets of approximately $1.4 billion, a bank in Memphis,
Tennessee with total assets of approximately $700 million, a bank
in El Paso, Texas with total assets of approximately $500 million,
a bank in Amarillo, Texas with total assets of approximately $800
million and a federal savings bank based in Fort Smith, Arkansas
operating from locations in Arkansas and Eastern Oklahoma and total
assets of approximately $1.2 billion.

Boatmen's is among the fifteen largest providers of personal
trust services in the nation, providing personal trust services to
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 about

17
<PAGE> 25

$33.6 billion at September 30, 1993. The
trust operations, with revenues in 1992 of $133.6 million, provide
Boatmen's with a significant source of noninterest income.

Boatmen's-Oklahoma is a recently formed wholly owned
subsidiary of Boatmen's which will be used to facilitate the
Merger. At the Effective Time, Boatmen's-Oklahoma will own all of
the outstanding common stock of Boatmen's First National Bank of
Oklahoma.

WOODLAND BANCORP, INC.

Woodland was incorporated under the Oklahoma Law on
January 25, 1979, to become a bank holding company for its wholly-
owned subsidiary, Woodland Bank. Woodland Bank was chartered on
June 16, 1975, as an Oklahoma bank. Woodland Bancorp has no other
subsidiaries and operates strictly as a one-bank holding company.

Woodland Bank offers complete banking services to the
commercial and residential areas which it serves. Services include
commercial, real estate, and personal loans, checking, savings and
time deposits and other customer services such as safe deposit
facilities. The largest portion of Woodland Bank's lending
business is related to the activities of small to medium sized
businesses and local community residents.

Woodland Bank is subject to vigorous competition from other
banks and financial institutions in its principal service area,
which includes the southeastern portion of the Tulsa metropolitan
region. In making loans, Woodland Bank encounters substantial
competition from banks and other lending institutions, such as
savings and loan associations, insurance companies, finance
companies, and credit unions. In addition, Woodland Bank competes
for savings accounts with institutions offering various forms of
fixed income investments, particularly other banks, savings and
loan associations, credit unions, and money-market funds and
securities brokers.

Woodland Bank is subject to supervision, regulation, and
examination by the Oklahoma Banking Commission and the Federal
Deposit Insurance Corporation. Deposits of Woodland Bank are
insured by the Federal Deposit Insurance Corporation. As a bank
holding company, Woodland Bancorp is regulated by the Federal
Reserve.

BACKGROUND OF THE MERGER

The directors and principal stockholders of Woodland have
consistently regarded their stock ownership as a long-term
investment and therefore have never sought out or invited
acquisition proposals; inquirers were always informed in the first
instance that Woodland Bank was not for sale. Furthermore, such
approaches as were made over the years seldom developed into firm
offers. This was because informal discussions by prospective
acquirors with Woodland director representatives developed that the
range of tentative cash acquisition proposals did not, in the
opinion of Woodland's directors and principal stockholders, reflect
either the intrinsic value or prospects of Woodland Bank. Merger
proposals informally discussed were deemed not attractive because
of uncertainties concerning the financial conditions and future
prospects of the prospective merger partners.

More recently, in the recognition of the fact that bank merger
and acquisition activity in Oklahoma appeared to be increasing, the
directors and principal stockholders of Woodland informally
determined that prospective cash offers would not be considered
unless the amount of the after-tax proceeds of any such sale

18
<PAGE> 26

which would be received by the stockholders could be conservatively
invested to both generate income equivalent to that represented by
the Woodland dividends and provide the prospect of further capital
appreciation. It was further informally determined that any stock
for stock, tax-free acquisition proposal would be evaluated based
upon the current financial condition and future business prospects
of the potential acquiror, the current dividend being paid on the
stock of the acquiror, and whether the market value of the stock
proposed to be offered in exchange for the Woodland stock
adequately reflected what the directors and principal stockholders
of Woodland believed to be the intrinsic value of Woodland and its
bank subsidiary.

Approximately a year ago, representatives of Boatmen's
initially met with the President of Woodland, to inquire whether
Woodland was for sale. They were informed at that time that
Woodland was not for sale, but that they were of course free to
make an offer. They were also made generally aware of the Board's
above-described policy relating to the evaluation of potential
offers. In July of 1993, a Boatmen's representative met with the
Chairman of the Board and another director, at which time a stock-
for-stock acquisition was discussed as an alternative for the
acquisition of Woodland by Boatmen's. On September 14, 1993,
Boatmen's made a written offer proposing a merger pursuant to which
Boatmen's stock would be exchanged for that of Woodland; this offer
was not accepted by Woodland's Board, but provided the basis for
further discussions between representatives of the respective
parties. After further discussions and negotiations between the
parties, a revised offer was submitted by letter dated October 6,
1993, which was accepted in principle subject to the conclusion of
a definitive agreement acceptable to both parties. The resulting
Agreement and Plan of Merger was executed as of November 6, 1993.

REASONS OF WOODLAND FOR THE MERGER;
RECOMMENDATION OF WOODLAND BOARD OF DIRECTORS

The Board of Directors of Woodland has determined that the
Merger and the Merger Agreement, including the Conversion Ratio,
are fair to, and in the best interests of, Woodland and its
shareholders. In the course of reaching its determination, the
Board of Directors consulted with its legal counsel with respect to
the legal duties of the Board and the Merger Agreement, and issues
related thereto, as well as with senior management, and, without
assigning any relative or specific weights, considered a number of
factors, including the following material considerations:

a. Woodland's business, results of operations, financial
position and prospects were it to remain independent.

b. Economic conditions and prospects for the markets in
which Woodland Bank operates in light of, among other things,
intensifying competitive pressures in the financial services
industry in general and, in particular, in the Tulsa
Metropolitan market.

c. The consideration offered by Boatmen's in the Merger
Agreement to Woodland's shareholders, the prospect for a
higher current trading value for their shares and better
prospects for future growth than if Woodland were to remain
independent, and the greater market liquidity with respect to
Boatmen's and other potential acquirors' shares than exists
for Woodland shares.

19
<PAGE> 27

d. The management, business, results of operations and
financial condition and prospects of Boatmen's.

e. The expectation that a business combination with a
larger and more geographically diversified regional bank
holding company would enhance Woodland Bank's competitiveness
and ability to serve its customers and the community in which
it operates.

f. The historical dividends paid on the Woodland Bancorp
common stock and the Boatmen's common stock, and the increase
in dividends which would result to Woodland Bancorp
shareholders from the Merger.

g. The expectation that the Merger will be a tax-free
transaction to Woodland shareholders, Woodland 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
WOODLAND UNANIMOUSLY RECOMMENDS THAT WOODLAND'S SHAREHOLDERS VOTE
FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.

CONVERSION RATIO

The Merger Agreement provides that the shares of Woodland
Common, other than shares held by any shareholder properly
exercising appraisal rights under Oklahoma law, will be converted,
in the Merger, into the right to receive 1.08 shares of Boatmen's
Common (the "Conversion Ratio"), 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 33), plus cash in lieu of fractional
shares. The Conversion Ratio was determined through negotiations,
taking into account the relative value of Boatmen's Common and
Woodland Common, between Boatmen's and Woodland.

In the event a holder of shares of Woodland 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 average closing price of a share of
Boatmen's Common on the NASDAQ/NMS on the five trading days
immediately preceding the date on which the Effective Time occurs.

FORM OF THE MERGER

The Merger Agreement provides that Woodland will merge into
Boatmen's-Oklahoma, which is a wholly owned subsidiary of
Boatmen's, and Boatmen's-Oklahoma will be the surviving
corporation.

CONDUCT OF BUSINESS PENDING THE MERGER; DIVIDENDS

20
<PAGE> 28

last day of December, March, June and September. In this
regard, Boatmen's and Woodland have agreed to 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 Woodland shareholders would receive a regular
quarterly dividend from Woodland or Boatmen's, but not from both
with respect to any such quarter. See "CERTAIN PROVISIONS OF THE
Merger Agreement--Certain Other Agreements--Dividends."

CERTAIN CONDITIONS TO CONSUMMATION OF THE MERGER; REGULATORY
APPROVALS

The Merger is subject to various conditions including, among
other things, approval of the Merger Agreement by the requisite
majority vote of the shareholders of Woodland, receipt of
regulatory approvals of the Merger from the Federal Reserve,
receipt of a legal opinion on certain tax aspects of the Merger and the
Subsidiary Bank Merger, receipt of an accounting opinion to the effect that
the Merger qualifies for "pooling of interests" accounting treatment, and the
occurrence of no material adverse changes in the businesses of Boatmen's or
Woodland. The Merger may not be consummated until the 30th day after the date
of Federal Reserve approval. The required regulatory approval from the Federal
Reserve was received on January 24, 1994. See "CERTAIN PROVISIONS OF THE Merger
Agreement--Conditions to the Consummation of the Merger."

STOCK PRICE TERMINATION RIGHT

The Merger Agreement provides each of Woodland and Boatmen's
a right to terminate the Merger Agreement and not consummate the
Merger based upon certain specified criteria regarding the average
price of Boatmen's Common during a specified period of time prior
to the Effective Time. Specifically, Woodland may terminate the
Merger Agreement if both of the following conditions are satisfied:
(a) the Boatmen's Average Price is less than $24.75, and (b) the
number obtained by dividing the Boatmen's Average Price by $28.375
is less than the number obtained by dividing the Final Index Price
by the Initial Index Price and subtracting .20 from such quotient.
Similarly, Boatmen's may terminate the Merger Agreement if both of
the following conditions are satisfied: (x) the Boatmen's Average
Price is more than $41.25, and (y) the number obtained by dividing
the Boatmen's Average Price by $28.375 is more than the number
obtained by dividing the Final Index Price by the Initial Index
Price and adding .20 to such quotient.

Assuming that the Effective Time of the Merger were
January 28, 1994, neither element of the provision under which
Woodland may terminate the Merger Agreement would have been met.
Under Section (a), the Boatmen's Average Price would have been
$29.781, well above the $24.75 requirement. Under Section (b), the
Boatmen's Average Price divided by $28.375 would have been
1.050, which would have exceeded the Final Index Price divided
by the Initial Index Price and subtracting .20: 1.042 - .20 =
.842. Also, as of January 28, 1994, neither element of the
provision under which Boatmen's may terminate the Merger Agreement
would have been met. Under Section (x), the Boatmen's Average
Price would have been $29.781, well under the $41.25 requirement.
Under Section (y), the Boatmen's Average Price divided by $28.375
would have been 1.050, which would have been less than the Final
Index Price divided by the Initial Index Price and adding .20:
1.042 + .20 = 1.242.

For both elements of the provision to be met under which
Woodland may terminate the Merger Agreement, the Boatmen's Average
Price would have to decline by 16.90% from the January 28, 1994
level and the Final Index Price would have to increase by at least
3.00%. For both elements of the provision to be met under which
Boatmen's may terminate the Merger Agreement, the Boatmen's Average

21
<PAGE> 29

Price would have to increase by 38.52% from the January 28,
1994 level and the Final Index Price would increase by no more
than 20.30%.

The Conversion Ratio is fixed and will not be affected by
changes in the Boatmen's Average Price or the Final Index Price.
See "CERTAIN PROVISIONS OF THE MERGER AGREEMENT--Termination or
Abandonment."

INTERESTS OF CERTAIN PERSONS IN THE MERGER

The Merger Agreement provides that Boatmen's will provide the
directors and officers of Woodland and Woodland Bank, 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 and, in addition, for a period
of three years will use its best efforts to continue Woodland'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 Woodland. If the
premium of such insurance would exceed such maximum amount,
Boatmen's will use its best efforts to procure such level of
insurance having the coverage described above as can be obtained
for an premium equal to such maximum amount. The Merger Agreement
also provides that for a period of six years after the Effective
Time Boatmen's will cause Boatmen's-Oklahoma, as the surviving
corporation in the Merger, or any successor of Boatmen's-Oklahoma,
to indemnify the present and former directors, officers, employees
and agents of Woodland and Woodland Bank against any liability
arising out of actions occurring prior to the Effective Time, to
the extent that such indemnification is then permitted under the
Oklahoma Law and by Woodland's Articles of Incorporation and By-laws 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.

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

APPRAISAL RIGHTS

Section 1091 of the Oklahoma Law provides that a shareholder
of Woodland has the right to demand an appraisal by the district
court of the fair value of his shares of stock, exclusive of any
element of value arising from the accomplishment or expectation of
the Merger, provided the shareholder (i) delivers to Woodland,
before the vote is taken at the Special Meeting, a written demand
for appraisal of the shares of the shareholder, (ii) does not vote
in favor of the Merger in person or by proxy at the Special
Meeting, and (iii) holds the shares of Woodland Common on the date
of the making of the demand and continues to hold such shares
through the Effective Time. The written demand referred to above
will be sufficient if it

22
<PAGE> 30

reasonably informs Woodland of the
identity of the shareholder and that the shareholder intends
thereby to demand the appraisal of his shares. A proxy or vote
against the Merger shall not constitute such a demand.

Within ten days after the Effective Time of the Merger,
Boatmen's-Oklahoma will notify each shareholder of Woodland who has
complied with the foregoing requirements and thereby perfected his
appraisal rights that the Merger has become effective. Within 120
days after the Effective Time, Boatmen's-Oklahoma, or any
shareholder who has perfected his appraisal rights, may file a
petition in the district court (and also must be served on
Boatmen's-Oklahoma if such petition is filed by a shareholder)
demanding a determination of the value of the stock of all
shareholders who have perfected their appraisal rights; provided,
however, that each shareholder of Woodland who has theretofore
perfected his appraisal rights has the right, within 60 days of the
Effective Time of the Merger, to withdraw his demand for appraisal
and to accept the Merger Consideration.

Within 120 days after the Effective Time, any shareholder who
has theretofore perfected his appraisal rights is also entitled,
upon written request, to receive from Boatmen's-Oklahoma a
statement setting forth the aggregate number of shares not voted in
favor of the Merger and to which demands for appraisal have been
received and the aggregate number of holders of such shares.
Boatmen's-Oklahoma must mail such written statement to the
requesting shareholder within ten days after its receipt of such
shareholder's written request.

Within twenty days after Boatmen's-Oklahoma is served with a
copy of any such petition (or, if Boatmen's-Oklahoma files the
petition, contemporaneously with such filing), Boatmen's-Oklahoma
must file, in the office of the court clerk of the district court
in which the petition was filed, a duly verified list containing
the names and addresses of all shareholders who have demanded
payment for their shares and with whom agreements as to the value
of their shares have not been reached by Boatmen's-Oklahoma. The
court clerk, if so ordered by the court, must give notice of the
time and place fixed for the hearing of such petition by registered
or certified mail to Boatmen's-Oklahoma and to the shareholders
shown on the list. Notice of the hearing must also be published as
provided in the Oklahoma Law.

At the hearing on the petition, the court will determine the
shareholders who have duly perfected their appraisal rights under
the Oklahoma Law and may also require that such shareholders submit
their certificates of Woodland Common to the court clerk for
notation thereon of the pendency of the appraisal proceedings. The
court may dismiss the proceedings as to any shareholder who fails
to comply with these requirements.

After determining the shareholders entitled to an appraisal,
the court will appraise the shares, determining their fair value,
taking into account all relevant factors, together with a fair rate
of interest, if any, to be paid upon the amount determined to be
the fair value. The court will direct the payment of the fair
value of the shares to the shareholders entitled thereto. Payment
will be made upon the surrender to Boatmen's-Oklahoma of the
certificates representing the Woodland Common. Any shareholder
whose name appears on the list filed by Boatmen's-Oklahoma as
provided above and who has, if such is required, submitted his
certificates of Woodland Common to the court clerk may participate
fully in all proceedings unless or until it is finally determined
that the shareholder is not entitled to appraisal rights. The
costs of the proceeding may be determined by the court and taxed
upon the parties as the court deems equitable in the circumstances.

From and after the Effective Time, no shareholder who has
perfected his appraisal rights will be entitled to vote his shares
of Woodland Common for any purpose or to receive payment of
dividends or other distributions on such stock, except dividends or
other distributions payable to shareholders of record

23
<PAGE> 31

at a date which is prior to the Effective Time. If no petition for
an appraisal is filed within the time provided therefor, or if a
shareholder who has theretofore perfected his appraisal rights
shall, either within 60 days after the Effective Time or thereafter
with the written approval of Boatmen's-Oklahoma, deliver to
Boatmen's-Oklahoma a written withdrawal of his demand for an
appraisal and an acceptance of the Merger Consideration, then the
right of such shareholder to an appraisal shall cease. No
appraisal proceeding in the district court will be dismissed as to
any shareholder without the approval of the court.

If the holders of approximately 10% of the shares of Woodland
Common should exercise their appraisal rights, the Merger would not
qualify as a "pooling of interests" for accounting and financial
reporting purposes and, therefore, Boatmen's would not be obligated
to consummate the Merger. See "The Merger -- Accounting
Treatment."

THE FOREGOING SUMMARY OF THE APPRAISAL RIGHTS OF WOODLAND
SHAREHOLDERS DOES NOT PURPORT TO BE A COMPLETE STATEMENT OF THE
OKLAHOMA LAW AND IS QUALIFIED BY REFERENCE TO THE PROVISIONS OF
SECTION 1091 OF THE OKLAHOMA LAW SET FORTH IN FULL AS EXHIBIT B TO
THIS PROSPECTUS/PROXY STATEMENT.

EXCHANGE OF STOCK CERTIFICATES; FRACTIONAL SHARES

The conversion of Woodland Common into Boatmen's Common (other
than any shares as to which appraisal rights are properly
exercised) will occur by operation of law at the Effective Time.
After the Effective Time, certificates theretofore evidencing
shares of Woodland Common which may be exchanged for shares of
Boatmen's Common 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 send a transmittal letter and instructions
to each record holder of certificates for Woodland Common 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 shares of Boatmen's Common into which
Woodland Common will be converted in the Merger will be deemed to
have been issued at the Effective Time. Unless and until the
certificates representing Woodland Common are surrendered, along
with notification of the holder's federal taxpayer identification
number, dividends on the shares of Boatmen's Common issuable with
respect to such Woodland Common which would otherwise be payable
will not be paid to the holders of such certificates and, in such
case, upon surrender of the certificates 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.

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<PAGE> 32

FEDERAL INCOME TAX CONSEQUENCES

The Merger is expected to qualify as a reorganization under
Section 368(a)(2)(D) of the Code. Except for shareholders
perfecting their appraisal rights, and cash received in lieu of a
fractional share interest in Boatmen's Common, holders of shares of
Woodland 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 Woodland 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
Woodland Common converted in the Merger. Cash received in lieu of
fractional share interests and cash received by shareholders
exercising their appraisal rights will be treated as a distribution
in full payment of such fractional share interests, or shares
surrendered in exercise of appraisal rights, resulting in capital
gain or loss or ordinary income, as the case may be, depending upon
each shareholder's particular situation.

The Merger is conditioned upon the receipt of an opinion of
Lewis, Rice & Fingersh, counsel for Boatmen's, regarding the
anticipated federal income tax consequences discussed above. The
form of the opinion of counsel is filed as an exhibit to the
Registration Statement and the foregoing is only a summary of such
tax consequences.

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 Woodland 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 Woodland for the entire fiscal year
in which the Merger occurs; and the separately reported income of
Boatmen's and Woodland for prior periods will be combined and
restated as consolidated income of Boatmen's.

The Merger Agreement provides that a condition to Boatmen's
obligation to consummate the Merger is its receipt of an opinion
from Ernst & Young, 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 the approval of Woodland 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.

MANAGEMENT AND OPERATIONS AFTER THE MERGER

25
<PAGE> 33

Oklahoma. Boatmen's First National Bank of Oklahoma will
be the surviving bank in the Subsidiary Bank Merger. Upon consummation of
such merger, the present offices of Woodland Bank will be operated as
branch offices of Boatmen's First National Bank of Oklahoma. It is
not anticipated that the management of Boatmen's, Boatmen's-
Oklahoma or Boatmen's First National Bank of Oklahoma will be
affected as a result of the Merger or the Subsidiary Bank Merger.

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 Woodland shareholder who may be deemed to be
an "affiliate" of Woodland 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
Woodland Common or Boatmen's Common (or any interest therein)
during the period commencing 30 days prior to the Effective Time
through the date on which financial results covering at least 30
days of combined operations of Boatmen's and Woodland after the
Merger have been published. This Prospectus/Proxy Statement does
not cover resales of shares of Boatmen's Common received by any
person who may be deemed to be an affiliate of Woodland. Persons
who may be deemed to be affiliates of Woodland generally include
individuals who, or entities which, control, are controlled by or
are under common control with Woodland and will include directors
and certain officers of Woodland and may include principal
shareholders of Woodland.

PRO FORMA FINANCIAL DATA

BOATMEN'S BANCSHARES, INC. AND WOODLAND BANCORP, INC.

The following unaudited pro forma combined condensed balance
sheet as of September 30, 1993, and the pro forma combined
condensed statements of income for the nine months ended
September 30, 1993 and 1992, and for each of the years in the
three-year period ended December 31, 1992, give effect to the
Merger based on the historical consolidated financial statements of
Boatmen's and its subsidiaries and Woodland and its subsidiary
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 September 30, 1993 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 Woodland either incorporated by reference herein or
contained elsewhere in this Prospectus/Proxy Statement.

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<PAGE> 34

<TABLE>
BOATMEN'S BANCSHARES, INC.
PRO FORMA COMBINED CONDENSED BALANCE SHEET
Unaudited

September 30, 1993
(In Thousands)

<CAPTION>
PRO FORMA
BOATMEN'S WOODLAND ADJUSTMENTS BOATMEN'S AND WOODLAND
--------- -------- ----------- ----------------------
<S> <C> <C> <C> <C>
ASSETS:
Cash and noninterest-bearing balances
due from banks $ 1,490,657 $ 2,299 $ 1,492,956
Short-term investments 74,946 74,946
Investment securities 7,858,414 27,045 7,885,459
Federal funds sold and securities
purchased under resale agreements 527,049 3,160 530,209
Loans, net of unearned income 14,111,180 28,681 14,139,861
Less reserve for loan losses 329,852 872 330,724
----------- ------- ----- -----------
Loans, net 13,781,328 27,809 0 13,809,137
----------- ------- ----- -----------
Property and equipment 442,354 1,643 443,997
Other assets 1,087,502 704 1,088,206
----------- ------- ----- -----------
Total Assets $25,262,250 $62,660 $0 $25,324,910
=========== ======= ===== ===========
LIABILITIES AND EQUITY:
Noninterest-bearing deposits $ 4,275,151 $13,933 $ 4,289,084
Interest-bearing deposits 15,607,840 42,431 15,650,271
----------- ------- ----- -----------
Total deposits 19,882,991 56,364 0 19,939,355
----------- ------- ----- -----------
Federal funds purchased and other
short-term borrowings 2,754,574 2,754,574
Other borrowings 0 0
Long-term debt 461,325 461,325
Capital lease obligation 39,421 39,421
Other liabilities 167,381 202 167,583
----------- ------- ----- -----------
Total liabilities 23,305,692 56,566 23,362,258
----------- ------- ----- -----------
Redeemable preferred stock 1,164 0 0 1,164
----------- ------- ----- -----------
Stockholders' equity:
Common stock 98,010 4 408(1) 98,422
Surplus 734,709 1,440 (408)(1) 735,741
Retained earnings 1,124,275 4,650 1,128,925
Treasury Stock (26,939 shares at cost) (1,600) (1,600)
----------- ------- ----- -----------
Total stockholders' equity 1,955,394 6,094 0 1,961,488
----------- ------- ----- -----------
Total liabilities and stockholders'
equity $25,262,250 $62,660 $0 $25,324,910
=========== ======= ===== ===========
Stockholders' equity per share $19.96 $15.99 $19.94

NOTES TO PRO FORMA COMBINED CONDENSED BALANCE SHEET

(UNAUDITED)

<FN>
(1) Reflects conversion of outstanding shares of Woodland Common
using the Conversion Ratio of 1.08 shares of Boatmen's Common
for each outstanding share of Woodland Common.

(2) Financial information for First Amarillo Bancorporation, Inc., a
pooling of interests acquisition which was completed on November 30,
1993, is not included in the Pro Forma Combined Condensed Balance Sheet.
At September 30, 1993, assets of First Amarillo Bancorporation,
Inc. totaled $795 million.
</TABLE>

27
<PAGE> 35

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

(in Thousands, Except per share data)
<CAPTION>
NINE MONTHS YEAR ENDED
ENDED SEPTEMBER 30, DECEMBER 31,
------------------------- ----------------------------------------
1993 1992 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Interest income $1,172,810 $1,190,419 $1,570,418 $1,692,531 $1,686,619
Interest expense 463,553 561,773 720,246 972,287 1,050,614
---------- ---------- ---------- ---------- ----------
Net interest income 709,257 628,646 850,172 720,244 636,005
Provision for loan losses 46,831 79,857 134,626 112,876 117,683
---------- ---------- ---------- ---------- ----------
Net interest income after
provision for loan losses 662,426 548,789 715,546 607,368 518,322
Noninterest income 350,562 326,302 435,605 346,045 288,724
Noninterest expense 677,723 607,442 843,218 727,129 628,765
---------- ---------- ---------- ---------- ----------
Income before income taxes 335,265 267,649 307,933 226,284 178,281
Income tax expense 110,093 79,663 91,473 60,483 35,755
---------- ---------- ---------- ---------- ----------
Net income $ 225,108 $ 187,986 $ 216,460 $ 165,801 $ 142,526
========== ========== ========== ========== ==========
Net income available to
common shareholders $ 225,172 $ 187,920 $ 216,372 $ 165,712 $ 142,429
========== ========== ========== ========== ==========
Net income per common share $2.30 $1.96 $2.26 $1.78 $1.61
Average common shares outstanding 98,077 95,733 95,942 92,934 88,438

NOTES TO PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME

(Unaudited)
<FN>
1. Net income per share and the average common shares outstanding
shown in the pro forma analysis reflect the restatement of
share amounts for 2-for-1 stock split declared on August 10,
1993 and paid on October 1, 1993.
</TABLE>

28
<PAGE> 36

DESCRIPTION OF BOATMEN'S CAPITAL STOCK

Boatmen's Restated Articles of Incorporation currently
authorize the issuance of 125 million shares of common stock,
par value $1.00 per share, and 10.3 million 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 February 1, 1994, approximately 104 million shares
of Boatmen's Common were issued and outstanding and 11,551 shares
of Boatmen's Series B Preferred Stock were issued and outstanding
and 1,250,000 shares of Junior Participating Preferred Stock,
Series C, stated value $1.00 per share (a "Preferred Share") were
reserved for issuance with none outstanding.

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 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 effectiveness of cumulative voting as a means of
establishing or increasing minority representation on the Board of
Directors.

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<PAGE> 37

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 will
be, when 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 Series B Preferred
Stock will be entitled to receive, when, as and if declared by the
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 or series 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.

COMPARISON OF SHAREHOLDER RIGHTS

The rights of holders of shares of Boatmen's Common are
governed by the corporate law of Missouri (the "Missouri Law"), the
state of Boatmen's incorporation, and by Boatmen's Restated
Articles of

30
<PAGE> 38
Incorporation, By-laws and other corporate documents.
The rights of holders of shares of Woodland Common, which presently
are governed by the Oklahoma Law, and by Woodland's Articles of
Incorporation, By-laws and other corporate documents, differ in
certain respects from the rights which they would have as common
shareholders of Boatmen's. A summary of the material differences
between the respective rights of holders of Woodland Common and
Boatmen's Common is set forth below.

SHAREHOLDER VOTE REQUIRED FOR CERTAIN TRANSACTIONS

Overview. The Restated Articles of Incorporation and By-laws
of Boatmen's contain certain provisions which mandate an
affirmative shareholder vote of greater than that otherwise
required by the Missouri Law to approve certain types of
transactions and proposals. Woodland's Articles of Incorporation
and By-Laws contain no similar provision. The Oklahoma Law
provides that the affirmative vote of the holders of at least a
majority of the corporation's outstanding shares entitled to vote
thereon is required with respect to certain corporate actions,
including approval of the Merger Agreement. Woodland's Articles of
Incorporation and By-laws do not specify a different voting
requirement.

Business Combinations. 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 80% 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 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 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 Oklahoma Law provides that any merger or consolidation
must be approved by the affirmative vote of the holders of a
majority of the outstanding stock of the corporation entitled to
vote thereon. The same majority vote requirement is applicable to
a corporation's sale, lease or exchange of all or substantially all
of its property and assets.

Removal of Directors. Boatmen's Restated Articles of
Incorporation and By-laws 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 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

31
<PAGE> 39
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 Oklahoma Law provides that each director shall hold office
for the term for which he is elected until his successor has been
elected and qualified or until his earlier resignation or removal.
Under the Oklahoma Law, any director may be removed with or without
cause by the holders of a majority of shares entitled to vote at an
election unless the certificate of incorporation provides
otherwise. If, however, the corporation has cumulative voting and
less than the entire board is to be removed, no director may be
removed without cause if the votes against his removal would be
sufficient to elect him. Woodland's By-laws contain a provision
authorizing the removal of the entire board of directors or an
individual director, with or without cause, by the holders of a
majority of the outstanding shares entitled to vote at any meeting
of the shareholders.

Amendments to Articles of Incorporation. Under the Missouri
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 by-laws 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 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 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 80% of Boatmen's Common then
entitled to vote at a meeting of shareholders called for that
purpose.

Under the Oklahoma Law, a corporation which has received
payment for its capital stock may amend its certificate of
incorporation from time to time with the approval of the holders of
a majority of the outstanding shares of the corporation entitled to
vote thereon. In addition, the Oklahoma Law provides that the
holders of outstanding shares of a class are entitled to vote as a
class on a proposed amendment, whether or not entitled to vote as
a class thereon by provisions of the certificate of incorporation,
if the amendment would increase or decrease the aggregate number of
authorized shares of such class, the par value of the shares of
such class, or alter or change the powers, preferences or special
rights of such class so as to affect them adversely.

SPECIAL MEETINGS OF SHAREHOLDERS; SHAREHOLDER ACTION BY WRITTEN CONSENT

Boatmen's By-laws 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 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,

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<PAGE> 40
setting forth the action taken is signed by
the holders of all of the shares entitled to vote on the subject
matter.

Woodland's By-laws provide that a special meeting of
shareholders may be held at any time upon the call of the
President, the Board of Directors or the Executive Committee, and
shall be called by the President at the request of one or more
shareholders holding at least one-fourth of the voting power of
outstanding shares. The Oklahoma Law provides that a special
meeting of shareholders may be called by the board of directors or
by persons authorized in the certificate of incorporation. The
Oklahoma Law also provides that, unless provided for in the
certificate of incorporation, 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 the shares entitled to vote on the subject
matter having not less than the minimum number of votes necessary
to authorize such action at a meeting at which all shares entitled
to vote thereon are present. Woodland's By-laws require, in this
regard, that any such consent be signed by all of the shareholders
entitled to vote with respect to the subject matter of the consent.

NOTICE OF SHAREHOLDER NOMINATIONS OF DIRECTORS

Boatmen's By-laws 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 Woodland's Articles of Incorporation, By-
laws nor the Oklahoma Law contains a similar provision.

SHAREHOLDER PROPOSAL PROCEDURES

Boatmen's By-laws 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 Woodland's Articles of Incorporation, By-laws nor the
Oklahoma Law contains a similar provision.

SHAREHOLDER RIGHTS PLAN

Overview. 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. Woodland does not have a shareholder
rights plan. Shareholder rights plans such as Boatmen's 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

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<PAGE> 41
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-hundredth share of a Preferred Share at a price of
$110.00 per 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 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 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 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-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

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<PAGE> 42
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 and 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 share of Boatmen's
Common.

In the event that Boatmen's is acquired in a merger or other
business combination transaction or 50% or more of its consolidated
assets or earning power are sold, proper provision will be made 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 20% or more of the outstanding shares of Boatmen's Common
(unless such person first acquires 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 80% or more of the
outstanding 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 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 20% or more of the outstanding
shares of Boatmen's Common, and prior to the acquisition by such
Boatmen's Acquiring Person of 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 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

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<PAGE> 43
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 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 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 1% of the Voting Shares
and, at a time he held a greater than 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 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 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) 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.

DISSENTERS' RIGHTS

Under the Missouri 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
shares if such shareholder dissents

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<PAGE> 44
from according voting rights to
"control shares" in a control share acquisition, as further
described below. Because Boatmen's is not merging directly with
Woodland, Boatmen's shareholders will not be entitled to assert
such rights in connection with the Merger.

Under the Oklahoma Law, a shareholder of a corporation is
entitled to receive payment for the fair value of his or her shares
under certain circumstances. See "THE MERGER -- Appraisal Rights."

TAKEOVER STATUTES

The Missouri 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 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 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 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 10% of its shareholders resident in Missouri; (b) more than
10% of its shares owned by Missouri residents; or (c) 10,000
shareholders resident in Missouri. Boatmen's meets the statutory
definition of issuing public corporation. Finally, 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 Oklahoma Law, like the Missouri Law, prohibits a business
combination between a corporation and an "interested shareholder"
(which is defined under the Oklahoma Law to include any person
owning 15% or more of the outstanding voting stock of the
corporation) for three years following the date that such person
became an interested shareholder unless certain conditions are met.
This provision of the Oklahoma Law, however, is not applicable to
corporations, such as Woodland, which do not have a class of voting
stock listed on a national securities exchange, authorized for
quotation on an inter-dealer quotation system or held of record by
more than 1,000 shareholders.

The Oklahoma Law also contains a "control share acquisition"
statute which is generally similar to the "control share
acquisition" statute under the Missouri Law described above. This
statute is only applicable to "issuing public corporations" and
certain other corporations which elect to be subject to the
statute. Woodland does not qualify as an "issuing public
corporation" and it has not otherwise elected to be subject to the
"control share acquisition" statute.

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<PAGE> 45

LIABILITY OF DIRECTORS; INDEMNIFICATION

Pursuant to the Missouri Law, the Oklahoma Law and the
respective articles of incorporation and bylaws of Boatmen's and
Woodland, each corporation is obligated to indemnify certain
officers and directors in connection with liabilities arising from
legal proceedings resulting from such person's service to the
corporation in certain circumstances. Each of Boatmen's and
Woodland may also voluntarily undertake to indemnify certain
persons acting on the corporation's behalf in certain
circumstances. While the indemnification laws and provisions
applicable to Boatmen's and Woodland are substantially similar in
most material respects, there are certain material differences
which are discussed below.

In accordance with the Missouri 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 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. Boatmen's Restated Articles of
Incorporation also provide, as permitted by the Missouri Law, for
additional indemnification for persons indemnifiable under the
Missouri 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 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 Oklahoma Law, like the Missouri Law, authorizes
corporations to indemnify any party or threatened party to any
threatened, pending or completed action, suit or proceeding who is
or was a director, officer, employee or agent of the corporation
and any person who is or was serving at the request of the
corporation as director, officer, partner, trustee, employee or
agent of another corporation or other enterprise if such individual
acted in good faith and reasonably believed that his or her conduct
was in the corporation's best interests. In the case of any
criminal proceeding, the individual must have no reasonable cause
to believe that his or her conduct was unlawful in order for the
corporation to indemnify him or her. The Oklahoma Law provides
that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged
liable to the corporation unless the court in which the action,
suit or proceeding was brought shall determine that such person is
entitled to indemnity for such expenses which the court deems
proper. Whether such director, officer, employee or agent acted
properly is determined by a majority of a quorum of non-party
directors, independent legal counsel opinion or by the
shareholders. A corporation may pay expenses incurred by a
director or officer before final disposition of an action or
proceeding, but the director or officer must repay such expenses if
it is determined that he or she was not entitled to
indemnification. The board of directors may determine appropriate
terms and

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<PAGE> 46
conduct to pay an employee or agent. The corporation may
purchase insurance on a director, officer, employee or agent for
liability asserted against him or her whether or not the
corporation could indemnify that party.

Woodland's Articles of Incorporation and By-laws provide that
Woodland shall indemnify its directors under terms substantially similar
to those provided under Oklahoma Law. The Articles of Incorporation and
By-laws also provide that Woodland shall indemnify directors to the fullest
extent permitted under the Oklahoma Law.

Woodland's By-laws also provide that, with the exception of
(i) breaches of the duty of loyalty; (ii) acts or omissions not in
good faith; (iii) payment of any unlawful dividend or stock
purchase; or (iv) transactions where the director derived an
improper personal benefit, a director shall not be liable to
Woodland for a breach of a fiduciary duty.

CONSIDERATION OF NON-SHAREHOLDER INTERESTS

The Missouri 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.

The Oklahoma Law contains no provisions comparable to those
described above.

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 Exhibit A to this Prospectus/Proxy Statement.

THE MERGER

The Merger Agreement provides that, subject to the
satisfaction or waiver of the conditions set forth therein,
Woodland will merge with and into Boatmen's-Oklahoma (which will be
the surviving entity). If the Merger Agreement is approved by the
shareholders of Woodland and the other conditions to the Merger are
satisfied or waived, the Merger will become effective upon the
filing of a Certificate of Merger with the Secretary of State of
the State of Missouri. At the Effective Time, each share of
Woodland Common issued and outstanding (other than shares held by
any shareholder exercising appraisal rights under the Oklahoma Law)
will be converted into the right to receive 1.08 shares 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

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<PAGE> 47
Consideration"). In lieu of the issuance of fractional shares
of Boatmen's Common, Woodland shareholders
will receive a cash payment equal to the
fractional interest which they would otherwise receive multiplied
by the average closing price of a share of Boatmen's Common on the
NASDAQ/NMS on the five trading days 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 Woodland Common (such certificates, other
than certificates held by shareholders exercising their appraisal
rights, 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 WOODLAND 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.

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 Woodland, 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 subsidiary; (v) the accuracy of its financial
statements and Woodland Bank's filings with the Federal Deposit
Insurance Corporation; (vi) the absence of material adverse changes
in the financial condition, results of operations, business or
prospects of Woodland and Woodland Bank; (vii) the absence of
certain orders, agreements or memoranda of understanding between
Woodland or Woodland Bank 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 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 investment portfolio; (xiii) its
loan portfolio; (xiv) employee matters and ERISA; (xv) title to its
properties, the absence of liens (except as specified) and
insurance matters; (xvi) environmental matters; (xvii) compliance
with applicable laws and regulations; (xviii) the absence of
brokerage commissions or similar finder's fees in connection with
the Merger; and (xix) the accuracy of information supplied by
Woodland in connection with the Registration Statement, this
Prospectus/Proxy Statement and any other documents to be filed with
the S.E.C. or any banking or other regulatory authority in
connection with the transactions contemplated by the Merger
Agreement.

Boatmen's and Boatmen's-Oklahoma'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 Boatmen's-Oklahoma, and the absence of the need

40
<PAGE> 48
(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 Boatmen's-Oklahoma in
connection with the Registration Statement, this Prospectus/Proxy
Statement and any other documents to be filed with the S.E.C. or
any banking or other regulatory authority in connection with the
transactions contemplated by the Merger Agreement.

CONDITIONS TO THE 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 other party 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 other
party 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 Woodland, 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 any necessary blue sky permits and approvals will have
been obtained; and (vii) each party will have received an opinion
of counsel for Boatmen's that (a) the Merger will constitute a
"reorganization" within the meaning of Section 368(a)(2)(D) of the
Code, (b) no gain or loss will be recognized by the holders of
Woodland Common upon receipt of Merger Consideration (except for
cash received in lieu of fractional shares), (c) the basis of
shares of Boatmen's Common received by the stockholders of Woodland
will be the same as the basis of shares of Woodland Common
exchanged therefor, (d) the holding period of the shares of
Boatmen's Common received by the stockholders of Woodland will
include the holding period of the shares of Woodland Common
exchanged therefor, provided such shares were held as capital
assets as of the Effective Time and (e) the Subsidiary Bank Merger,
if consummated, will not change the foregoing tax consequences to
the stockholders of Woodland.

The obligations of Boatmen's and Boatmen's-Oklahoma to effect
the Merger are further subject to the conditions that (i) Boatmen's
will have received a letter from Ernst & Young 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
Woodland's real properties and Boatmen's will not have elected to
exercise its termination rights in connection therewith (which such
rights are described herein).

41
<PAGE> 49

CERTAIN OTHER AGREEMENTS

Business of Woodland in Ordinary Course. Pursuant to the
Merger Agreement, Woodland has agreed, among other things, that it
will conduct its business and the business of its subsidiary and engage
in transactions only in the usual, regular and ordinary
course as previously conducted, and that neither it nor Woodland
Bank will, without the prior written consent of Boatmen's (which
shall not be unreasonably withheld): (i) issue additional Woodland
Common or other capital stock, options, warrants or other rights to
subscribe for or purchase Woodland Common or any other capital
stock or any other securities convertible into or exchangeable for
any capital stock; (ii) directly or indirectly redeem, purchase or
otherwise acquire Woodland Common or any other capital stock;
(iii) effect a reclassification, recapitalization, splitup,
exchange of shares, readjustment or other similar change in any
Woodland 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) (except as
specified) 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
change any bonus, insurance, pension, or other employee plan,
payment or arrangement made to, for or with any such officers or
employees; (vi) borrow or agree to borrow any material amount of
funds other than in the ordinary course of business or directly or
indirectly guarantee or agree to guarantee any obligations of
others; (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 $250,000, or that would
increase the aggregate credit outstanding to any one borrower to
more than $250,000; (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 months other than letters of
credit, loan agreements, and other lending, credit and deposit
agreements and documents made in the ordinary course of business;
(xi) mortgage, pledge, lien, charge or otherwise encumber any of
its assets or properties except in the ordinary course of business;
(xii) cancel, accelerate or waive any material indebtedness, claims
or rights owing to Woodland or Woodland Bank except in the ordinary
course of business; (xiii) (except as specified) 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) purchase,
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, or violate any law, statute, rule,
governmental regulation or order, which will adversely affect the
business, financial condition or results of operations of Woodland
and Woodland Bank; (xvi) purchase any real or personal property or
make any capital expenditure in excess of $50,000; or (xvii) engage
in any transaction or take any action that would render untrue in
any material respect any of the representations and warranties made
by Woodland in the Merger Agreement, if such representations or
warranties were given as of the date of such transaction or action.

Additional Woodland Reserves, Accruals, Charges, and Expenses.
The Merger Agreement acknowledges that while Woodland believes it
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 Woodland will consult and cooperate with each other prior to
the Effective Time (i) to

42
<PAGE> 50
conform Woodland's loan, accrual and
reserve policies to those of Boatmen's; (ii) to determine
appropriate accruals, reserves, and charges for Woodland 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 restructuring charges related to or
to be incurred in connection with the Merger. Woodland 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 Woodland, provided, however,
that Woodland is not required to take any action which is not
consistent with generally accepted accounting principles.

Environmental Inspections. Woodland has agreed to provide
Boatmen's, not later than 45 days after the date of the Merger
Agreement, a report of a phase one environmental investigation on
certain real property owned or leased by Woodland or Woodland Bank
(which does not include leased space in retail and similar
establishments and space leased for automatic teller machines) 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 Woodland Agreements. In addition, Woodland 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 Woodland's
representations or agreements in the Merger Agreement or of the
occurrence of any matter or event known to and directly involving
Woodland (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 Woodland and Woodland Bank; (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; (iv) permit Boatmen's
reasonable access to Woodland's properties and to disclose and make
available all books, documents, papers and records relating to
assets, stock ownership, properties, operations, obligations and
liabilities in which Boatmen's may have a reasonable and legitimate
interest in furtherance of the transactions contemplated by the
Merger Agreement; and (v) cause Woodland Bank to enter into a
merger agreement with Boatmen's First National Bank of Oklahoma

43
<PAGE> 51
and take all other actions and cooperate with Boatmen's in causing the
Subsidiary Bank Merger to be effected.

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 keep Woodland reasonably informed as to the status of 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
obtain all necessary blue sky permits and approvals; (iv) prepare
and file any other filings required under the Exchange Act relating
to the Merger and related transactions; (v) promptly notify
Woodland in writing should Boatmen's have knowledge of any event or
condition which would cause or constitute a 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 Woodland 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 Woodland 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 Woodland who
continue their employment after the Effective Time.

NO SOLICITATION

The Merger Agreement provides that, unless and until the
Merger Agreement has been terminated, Woodland will not solicit,
encourage or 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 Woodland or Woodland Bank.
Woodland is required to promptly advise Boatmen's of its receipt of
any such proposal or inquiry.

DIVIDENDS

Pursuant to the Merger Agreement, Woodland has agreed not to
declare or pay any dividends, or to make any other distribution to
shareholders, except that Woodland may declare and pay its regular
quarterly dividend on the Woodland Common in an amount not to
exceed $0.25 per share, payable on the last day of December, March,
June and September. In this regard, Boatmen's and Woodland have
agreed to 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 Woodland shareholders
would receive a regular quarterly dividend from Woodland or
Boatmen's, but not from both with respect to any such quarter.

INDEMNIFICATION AND INSURANCE

Following the Effective Time, Boatmen's has agreed, among
other things, to (i) provide the directors and officers of Woodland
and Woodland Bank with the same directors' and officers' liability
insurance coverage that Boatmen's provides to officers and
directors of its other banking subsidiaries generally and, in
addition, for a period of three years to use its best efforts to
continue Woodland's directors' and officers' liability insurance
coverage with respect to actions occurring prior to the Effective
Time to the extent that

44
<PAGE> 52
such coverage is obtainable for an
aggregate premium not to exceed the annual premium presently being
paid by Woodland (if the premium of such insurance would exceed
such maximum amount, Boatmen's has agreed to use its best efforts
to procure such level of insurance having the coverage described
above as can be obtained for a premium equal to such maximum
amount); (ii) cause Boatmen's-Oklahoma, as the surviving
corporation in the Merger, for six years after the Effective Time,
to indemnify and hold harmless the present and former officers,
directors, employees and agents of Woodland and Woodland Bank with
respect to matters occurring on or before the Effective Time to the
full extent then permitted under the Oklahoma Law and Woodland's
Articles of Incorporation 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; and (iii) cause any
successor or assignee of Boatmen's-Oklahoma to assume the
obligations set forth in (i) and (ii) above, or, if Boatmen's-
Oklahoma should liquidate, dissolve or otherwise wind up its
business, then Boatmen's shall assume such obligations.

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 Woodland Common into shares of
Boatmen's Common would not be amended after the Special Meeting
unless approval of Woodland shareholders entitled to vote on the
Merger were resolicited. It is anticipated that a condition to the
obligations of Woodland and Boatmen's to consummate the Merger
would be waived only in those circumstances where the Board of
Directors of Woodland 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) if the Merger is not consummated on or prior
to November 6, 1994; (ii) by mutual agreement of the Boards of
Directors of Boatmen's and Woodland; (iii) by Boatmen's and
Boatmen's-Oklahoma or Woodland in the event of a material breach by
the other of any of its representations and warranties or
agreements under the Merger Agreement not cured within twenty days
after notice of such breach is given by the non-breaching party;
(iv) 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); (v) by Boatmen's in the event that
Woodland or Woodland Bank 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;
(vi) by Boatmen's if certain reports of environmental inspection on
the real properties of Woodland 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 $200,000 (unless the shareholders of Woodland, or any
group of them, pay to Boatmen's such amount in excess of $200,000);
(vii) by Woodland if both of the following conditions are satisfied
(a) the Boatmen's Average Price is less than $24.75, and (b) the
number obtained by dividing the Boatmen's Average Price by $28.375
is less than the number obtained by dividing the Final Index Price
by the Initial

45
<PAGE> 53
Index Price and subtracting .20 from such quotient;
and (viii) by Boatmen's if both of the following conditions are
satisfied (a) the Boatmen's Average Price is more than $41.25, and
(b) the number obtained by dividing the Boatmen's Average Price by
$28.375 is more than the number obtained by dividing the Final
Index Price by the Initial Index Price and adding .20 to such
quotient.

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 in the
event the Merger Agreement is terminated on account of a willful
breach of any of the representations or warranties therein or any
breach of the agreements set forth therein, the non-breaching party
is entitled to seek damages against the breaching party.

PAYMENT UPON OCCURRENCE OF CERTAIN TRIGGERING EVENTS

The Merger Agreement provides that upon the occurrence of one
or more Triggering Events, Woodland will pay to Boatmen's the sum
of One Million Dollars ($1,000,000.00).

46
<PAGE> 54

INFORMATION ABOUT WOODLAND

BUSINESS OF WOODLAND

Woodland was incorporated under the Oklahoma Law on
January 25, 1979, to become a bank holding company for its wholly-
owned subsidiary, Woodland Bank. Woodland Bank was chartered on
June 16, 1975, as an Oklahoma bank. Woodland has no other
subsidiaries and operates strictly as a one-bank holding company.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

This section presents an analysis of the consolidated
financial condition of Woodland at September 30, 1993, December 31,
1992 and 1991, and the consolidated results of operations for the
nine months ended September 30, 1993 and 1992 and for the years ended
December 31, 1992, 1991 and 1990. This review should be read in
conjunction with the consolidated financial statements, notes to
consolidated financial statements and financial data presented
elsewhere in this Proxy Statement/Prospectus.

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1993 AND 1992.

RESULTS OF OPERATIONS
<TABLE>
Net income for the nine months ended September 30, 1993 was
$728,000 or $1.91 per share compared to $720,000 or $1.89 per
share for the nine months ended September 30, 1992. The increase in
net income is primarily a result of an increase in the net interest margin
and service charge income, offset by a decrease in gain on sale of
investment securities and increased other expenses. Net income for the nine
months ended September 30, 1993 as compared with the same period in the
previous year, on an annualized basis, as a percent of average assets and
average equity was:

47
<PAGE> 55

<CAPTION>
RETURN ON RETURN ON
AVERAGE ASSETS AVERAGE EQUITY
SEPTEMBER 30 SEPTEMBER 30
--------------- --------------
1993 1992 1993 1992
------------------------- ----------------------
<S> <C> <C> <C> <C>
Net income 1.57% 1.59% 16.46% 18.09%

</TABLE>

Following is an analysis of the primary components of net
income for the nine months ended September 30, 1993 and 1992.

<TABLE>
Net Interest Income

Net interest income is the principal source of Woodland's net
income and represents the difference between interest income and
interest expense. The following schedule provides a summary
concerning net interest income, average balances and the related
interest rate/yields for the nine month periods.

48
<PAGE> 56

SEPTEMBER 30, 1993
---------------------------------------------------------------
INTEREST AVERAGE
AVERAGE PERCENT OF INCOME/ YIELD/
BALANCE TOTAL ASSETS EXPENSE RATE
----------------------------------------------------------------
(Dollars In Thousands)
<S> <C> <C> <C> <C>
Interest earning assets(1)(2):
Loans $27,651 44.69% $1,843 8.89%
Taxable securities 16,296 26.34 784 6.41
Nontaxable securities 10,613 17.15 663 8.33
Federal funds sold 2,831 4.58 62 2.92
----------------------------------------------
Total interest earning assets $57,391 92.76% $3,352 7.79%

Noninterest bearing assets:
Cash and due from banks $ 2,934 4.74%
Premises and equipment 1,650 2.67
Other assets 765 1.24
Reserve for loan losses (870) (1.41)
--------------------------
Total assets $61,870 100.00%
======= ======
Interest-bearing liabilities:
Now Accounts $ 9,294 15.02% $ 176 2.52%
Savings and individual
retirement accounts 4,499 7.27 104 3.08
Money market accounts 11,556 18.68 265 3.06
Time deposits 16,504 26.68 430 3.47
Short-term borrowings - - - -
Notes payable - - - -
----------------------------------------------
Total interest-bearing
liabilities $41,853 67.65% $ 975 3.11%

Noninterest bearing liabilities:
Demand deposits $14,044 22.70%
Other liabilities 76 .12
--------------------------
Total liabilities 55,973 90.47

Stockholders' equity 5,897 9.53
--------------------------
Total liabilities and stock-
holders' equity $61,870 100.00%
========================== ------
Net interest income $2,377
======
Interest rate spread 4.68%
Net interest margin 5.52%

49
<PAGE> 57
<CAPTION>

SEPTEMBER 30, 1992
---------------------------------------------------------------
INTEREST AVERAGE
AVERAGE PERCENT OF INCOME/ YIELD/
BALANCE TOTAL ASSETS EXPENSE RATE
----------------------------------------------------------------
(Dollars In Thousands)

Interest earning assets:(1)(2)
Loans $28,805 47.75% $1,891 8.75%
Taxable securities 15,835 26.25 908 7.65
Nontaxable securities 9,917 16.44 653 8.78
Federal funds sold 1,388 2.30 40 3.84
----------------------------------------------
Total interest earning assets $55,945 92.74% $3,492 8.32%

Noninterest bearing assets:
Cash and due from banks $ 2,718 4.51%
Premises and equipment 1,570 2.60
Other assets 967 1.60
Reserve for loan losses (872) (1.45)
--------------------------
Total assets $60,328 100.00%
==========================
Interest-bearing liabilities:
Now Accounts $ 8,439 13.99% $ 196 3.10%
Savings and individual
retirement accounts 4,839 8.02 141 3.89
Money market accounts 9,459 15.68 276 3.89
Time deposits 18,449 30.58 610 4.41
Short-term borrowings 185 .31 4 2.88
Notes payable - - - -
----------------------------------------------
Total interest-bearing
liabilities $41,371 68.58% $1,227 3.95%

Noninterest bearing liabilities:
Demand deposits $13,148 21.79%
Other liabilities 503 .84
--------------------------
Total liabilities 55,022 91.21

Stockholders' equity 5,306 8.79
--------------------------
Total liabilities and stock-
holders' equity $60,328 100.00%
========================== ------
Net interest income $2,265
======
Interest rate spread 4.37%
Net interest margin 5.40%

<FN>
(1) Nonaccruing loans are included in the interest-earning assets;
interest income on such loans is recorded when received.

(2) Interest earning assets includes tax exempt investments and
the related income is presented on a tax-equivalent basis assuming
a tax rate of 34% in 1993 and 1992. The amount of the tax
equivalent adjustment was $239,000 and $236,000 for the nine months
ended September 30, 1993 and 1992, respectively.
</TABLE>

50
<PAGE> 58

The increase in net interest income was attributable to higher
net interest margin which reflected wider interest spreads.
Interest expense on deposits decreased $252,000, representing
a decrease of 0.84% in the cost of funds. Interest income on
earning assets decreased $140,000, however, net interest margin
increased 0.12% primarily related to the yield on investments.
Average interest earning assets increased from $55,945,000 at
September 30, 1992 to $57,391,000 at September 30, 1993. During the
same period, average interest-bearing liabilities increased from
$41,371,000 at September 30, 1992 to $41,853,000 at September 30,
1993. These declines in interest income and expense were associated
with the general decline in the level of rates during this period as
experienced in Woodland Bank's primary market.

Provision for Possible Loan Losses and Allowance for Possible Loan
Losses

<TABLE>
Following are tables setting forth the activity for loan losses
and the allocation of the allowance for possible loan losses.

Allowance for Possible Loan Losses

NINE MONTHS YEAR
ENDED ENDED
SEPTEMBER 30, DECEMBER 31,
1993 1992
------------------------------------
(Dollars In Thousands)
<S> <C> <C>
Balance at beginning of period $856 $810
Loans charged off:
Commercial and financial - (45)
Residential real estate-mortgage - -
Consumer - -
---- ----
Total charge-offs - (45)

Recoveries:
Commercial and financial 14 -
Residential real estate-mortgage - 89
Consumer 2 2
---- ----
Total recoveries 16 91
---- ----

Net loans recovered 16 46
---- ----

Balance at end of period $872 $856
===== =====
Net loan recoveries to average loans (.08%) (.16%)
Loan reserve to total loans 3.04% 3.13%
Loan reserve to nonperforming loans 3,230% 1,057%
</TABLE>

<TABLE>
The following table sets forth the allocation of the allowance
for possible loan losses for the indicated categories of loans.

51
<PAGE> 59

Allocation of the Allowance for Possible Loan Losses

<CAPTION>
RESERVE AS A
PERCENT OF LOANS PERCENT OF LOANS
RESERVE OUTSTANDING BY IN EACH CATEGORY
BALANCE CATEGORY TO TOTAL LOANS
----------------------------------------------------
(Dollars in Thousands)

SEPTEMBER 30, 1993
------------------
<S> <C> <C> <C>
Commercial and financial $118 1.57% 26.14%
Real estate:
Commercial 89 1.12% 27.71%
Residential 8 .89% 3.12%
Construction and other 4 .87% 1.60%
Services and individuals 111 1.22% 31.74%
Consumer 24 .86% 9.69%
Unallocated 518 - -
---- -------
Total reserve $872 3.04% 100.00%
==== =======
<CAPTION>
DECEMBER 31, 1992
-----------------
Commercial and financial $ 58 .89% 23.97%
Real estate:
Commercial 109 1.28% 31.12%
Residential 10 1.67% 2.20%
Construction and other 7 .97% 2.65%
Services and individuals 115 1.47% 28.69%
Consumer 29 .93% 11.37%
Unallocated 528 - -
---- -------
Total reserve $856 3.13% 100.00%
==== =======
</TABLE>

The economy in Woodland Bank's primary market area has steadily
improved since 1990. As a result there were no charged off loans
during the first nine months of 1993, nonperforming loans have also
reduced, thus, no additional provision to the allowance has been
deemed necessary since 1990.

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<PAGE> 60
underlying collateral can be sold and the financial condition
of the borrowers may improve. The following table sets forth the
detail of nonperforming assets.

Nonperforming Assets

SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
1993 1992 1992
------------------------------------------------------------
(Dollars In Thousands)
<S> <C> <C> <C>
Nonaccrual loans $12 $56 $108
Loans past due 90 days or more 15 25 -
--- --- ----
Total 27 81 108
Foreclosed assets - - -
--- --- ----
Total nonperforming assets $27 $81 $108
=== === ====
Nonperforming loans to total loans .09% .30% .36%
Nonperforming assets to total assets .04% .13% .18%
</TABLE>

<TABLE>
The following table compares the allowance for possible loan
losses and the total nonperforming loans at September 30, 1993 and
December 31, 1992:

SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
1993 1992 1992
-------------------------------------------------------------
(Dollars In Thousands)
<S> <C> <C> <C>
Allowance for possible loan losses $875 $856 $900
Nonperforming loans $ 27 $ 81 $108
Allowance as a percentage of nonperforming loans 3,230% 1,057% 833%
</TABLE>

At September 30, 1993, there were no significant commitments to
lend additional funds to borrowers whose loans were considered
nonperforming.

The loan portfolio does not include any loans to foreign
countries, credit card loans, or highly leveraged transaction
loans. Woodland Bank primarily originates or participates in loans to
individuals and businesses in its local lending area of Tulsa,
Oklahoma. Lending within the commercial and real estate markets is
distributed among a variety of industries and activities to maintain
a diversified loan portfolio. Senior management closely monitors
concentrations to single industries and individual customers and
actively participates within their lending area. Woodland Bank has
written policies that require security for loans including liens on
residential mortgage loans. In addition, policies and procedures are
in place to assess the creditworthiness of borrowers for all loans and
commitments. Borrowers' ability to honor their loan

53
<PAGE> 61
contracts can be
largely dependent upon the economic conditions within their market
areas and on a national level.

Based on Woodland Bank's review of remaining collateral and/or
financial condition of identified loans with characteristically
more than a normal degree of risk, historical loan loss percentages
and economic conditions, management believes the allowance for
possible loan losses at September 30, 1993 is adequate to cover
losses inherent in the portfolio.

Noninterest Income

Deposit and service charge income increased $17,000 or 4.86% as
compared to the nine months ended September 30, 1992. This increase
is due to a continual revision in service fee rates per transaction
and structure necessary within the current banking industry as a
response to the increased cost of regulation.

Gains on sales of investment securities decreased $58,000 during
the current period. Less restructuring of the investment portfolio
was needed during the nine months ended September 30, 1993 as
compared with the same period for 1992 due to the shift toward
shorter term investments made during 1992 and less of a change in
investment rates during 1993.

Other Expenses

Compensation and benefits increased $31,000 or 3.27% during the
nine months ended September 30, 1993 as compared to the same period
in 1992 as a result of mortgage lending commissions and normal
wage increases.

Occupancy expense increased $22,000 or 8.49% as compared to the
nine months ended September 30, 1992, and was due primarily to
increased rental expenses associated with an extended facility and
an additional automatic teller machine.

Other operating expenses increased slightly from $603,000 to
$613,000 for the nine months ended September 30, 1993 with no
significant increase in individual expense categories other than
Federal deposit insurance assessments which increased $4,000.

Income Taxes

Woodland and its subsidiary file a consolidated Federal income
tax return. Federal income tax expense or benefit is allocated
between the entities based on their respective taxable income or
loss included in the consolidated return.

54
<PAGE> 62

<TABLE>
A reconciliation of expected income tax expense, computed by
applying the effective Federal statutory rate of 34% in 1993 and % in 1992
to income before the provision for income taxes is as follows:

SEPTEMBER 30,
---------------------------
1993 1992
----------------------------
(In Thousands)
<S> <C> <C>
Federal income taxes at statutory rate $324 $322
Less effect of tax exempt income (157) (156)
State income taxes net of Federal tax benefit 34 35
Other, net 26 26
---- ----
Total provision for income taxes $227 $227
==== ====
</TABLE>

Woodland adopted Statement of Financial Accounting Standard No.
109 "Accounting for Income Taxes," effective January 1, 1992. The
effect to the consolidated results of operations was not significant.

FINANCIAL CONDITION

Investments

Woodland Bank's holdings of short-term investments and
scheduled maturities of investment securities serve as a source
of liquidity to meet depositor and borrower fund requirements,
in addition to being a significant element of total interest
income. Short-term investments, consisting of Federal funds sold,
had outstanding balances at September 30, 1993 of $3,160,000 and
$4,695,000 at December 31, 1992. Investment securities increased
from December 31, 1992 of $25,691,000 compared to September 30,
1993 of $27,045,000. This increase in the balance of investment
securities is due primarily to the decrease in Federal funds sold.

55
<PAGE> 63

<TABLE>
The following table presents the composition of investments and
the change in each category for the periods presented:

Investment Portfolio

SEPTEMBER 30, DECEMBER 31, CHANGE
------------------------
1993 1992 AMOUNT PERCENT
------------------------------- ------------------------
(Dollars In Thousands)
<S> <C> <C> <C> <C>
Investment securities:
U.S. Government $ 6,792 $ 6,000 $ 792 13.20%
U.S. Government agencies
and corporations 4,772 3,816 956 25.05
Municipals and other tax exempt 10,151 10,184 (33) (.32)
Mortgage-backed securities 2,128 1,064 1,064 100.00
Corporate bonds and other 3,202 4,627 (1,425) (30.80)
------- ------- -------
Total investments $27,045 $25,691 $ 1,354 5.27%
======= ======= ======
</TABLE>

Securities Portfolio

56
<PAGE> 64

The market value of total investment securities was $28,136,969
and $26,194,000 at September 30, 1993 and December 31, 1992,
respectively.

<TABLE>
The following table shows the maturities and yields for the
various forms of investment securities:

Investment Securities--Maturities and Yields

<CAPTION>
SEPTEMBER 30, 1993
-------------------------------------------------------------------------------------------
MATURING
IN ONE AFTER ONE THROUGH FIVE AFTER FIVE THROUGH AFTER
YEAR OR LESS YEARS TEN YEARS TEN YEARS
------------------- ----------------------- ------------------- ---------------
AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD
------------------- ----------------------- ------------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Government $2,261 5.48% $ 4,531 5.23% $ - -% $ - -%
U.S. Government agencies and
corporations - - 3,173 5.41% 1,599 6.70 - -
State and municipal
obligations(1) 410 7.05% 4,470 7.62% 5,066 8.47% 205 10.61%
Mortgage-backed securities - - 510 5.72% - - 1,618 5.66%
Other 549 9.06% 2,327 6.99% 326 9.30% - -
------ ------- ------ ------
$3,220 6.29% $15,011 6.27% $6,991 8.10% $1,823 6.22%
====== ======= ====== ======

<FN>
(1) Yield presented on a tax-equivalent basis assuming a tax rate of 34%.
</TABLE>

Loans

The loan portfolio constitutes the major earning asset of most
bank holding companies and typically offers the best alternative
for obtaining the maximum interest spread above the cost of funds.
The overall economic strength of any bank holding company generally
parallels the quality and yield of its loan portfolio. The
following table presents loans outstanding at September 30, 1993
and December 31, 1992.

57
<PAGE> 65

<TABLE>
Loan Portfolio

<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1993 1992
------------------------- -------------------------
PERCENT PERCENT
AMOUNT OF TOTAL AMOUNT OF TOTAL
------ -------- ------ --------
(Dollars In Thousands)
<S> <C> <C> <C> <C>
Commercial and financial $ 7,496 26.14% $ 6,545 23.97%
Real estate:
Commercial 7,948 27.71% 8,500 31.13%
Residential 896 3.12% 600 2.20%
Construction and others 459 1.60% 723 2.65%
Services and individuals 9,104 31.74% 7,833 28.68%
Consumer 2,778 9.69% 3,105 11.37%
------- ------ ------- ------
$28,707 100.00% $27,306 100.00%
======= ====== ======= ======
</TABLE>

The loan portfolio experienced a growth of $1,375,000 or 5.04%
from December 31, 1992 to September 30, 1993 primarily in loans to
service companies and commercial customers. Commercial real estate
lending experienced some loan pay-offs which have not yet been
replaced. Construction loans and consumer lending declined due to
increased competition and an increase in home mortgage refinancing
which included consolidation of consumer loans with home equity.

<TABLE>
The following table sets forth the maturity composition of total
loans at September 30, 1993.

Maturity of Loans

SEPTEMBER 30, 1993
-------------------------
PERCENT
LOANS OF TOTAL
----- --------
(Dollars In Thousands)
<S> <C> <C>
In one year or less $18,521 64.58%
After one through five years 8,236 28.72%
After five years 1,924 6.70%
------- ------
Total loans $28,681 100.00%
======= ======

58
<PAGE> 66
<CAPTION>
Maturity Classes
INTEREST SENSITIVITY
-------------------------
FIXED VARIABLE
RATE RATE
----- --------
(In Thousands)
In one year or less $5,166 $20,149
After one through five years 2,777 -
After five years 589 -
------ -------
$8,558 $20,149
====== =======
</TABLE>

Deposits

The deposit base provides the major funding source for interest
earning assets of Woodland Bank. Woodland Bank's average deposits have
steadily risen during the period from December 31, 1992 to
September 30, 1993. Woodland Bank's total average deposits were
$55,897,000 at September 30, 1993 an increase of $1,620,000 or 2.98%.
Management believes that demand, savings and certificates of
deposit less than $100,000 represent a core base of deposits while
certificates of deposit in excess of $100,000 and public funds are
more subject to interest variations and, thus, are not included in
the core deposit base. Because of these factors, management views
the growth of demand, savings and time certificates of deposit less
than $100,000 as more stable growth. The following table indicates
the mix and levels of deposits at September 30, 1993 compared to
December 31, 1992.

59
<PAGE> 67

<TABLE>
<CAPTION>
DEPOSIT PORTFOLIO
----------------------------------------------------------------------------------------------
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
1993 1992 1992
------------------------------- ---------------------------- -------------------------
COST OF COST OF COST OF
AMOUNT FUNDS PERCENT AMOUNT FUNDS PERCENT AMOUNT FUNDS PERCENT
------ ------ ------- ------ ----- ------- ------ ------- -------
(Dollars In Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Demand and other noninterest
bearing $13,933 n/a% 24.72% $16,958 n/a% 29.32% $12,765 n/a% 24.15%
NOW Accounts 9,298 2.52 16.50 9,486 2.98 16.40 8,587 3.10 16.25
Savings and individual retirement
accounts 4,041 3.08 7.17 4,591 3.71 7.94 4,925 3.89 9.32
Money market deposit accounts 12,224 3.06 21.69 10,105 3.75 17.47 9,567 3.89 18.10
Certificates of Deposit:
Less than $100,000 8,644 3.60 15.34 8,316 4.34 14.39 8,467 4.51 16.02
$100,000 or more 8,224 3.35 14.58 8,373 4.14 14.48 8,539 4.30 16.16
------- ------ ------- ------ ------- ------
$56,364 3.11% 100.00% $57,829 3.80% 100.00% $52,850 3.94% 100.00%
======= ====== ======= ====== ======= ======
</TABLE>

<TABLE>
The following table sets forth the amount and maturities of time
deposits of $100,000 or more at September 30, 1993:

Amount and Maturities of Time Deposits of $100,000 or More

SEPTEMBER 30, PERCENT
1993 OF TOTAL
------------- --------
(Dollars In Thousands)
<S> <C> <C>
Three months or less $6,323 76.89%
Over three through twelve months 1,501 18.25
Over twelve months 400 4.86
------ ------
$8,224 100.00%
====== ======
</TABLE>

Short-Term Borrowings

Woodland had no short-term borrowings at September 30, 1993.

Liquidity and Rate Sensitivity

Liquidity is the measure of Woodland Bank's ability to meet its
customers' present and future deposit withdrawals and/or increased
loan demand without unduly penalizing earnings. Interest rate
sensitivity involves the relationship between rate sensitive assets
and liabilities and is an indication of the probable effects of
interest rate fluctuations on Woodland Bank's net interest income.
Woodland Bank manages both liquidity and interest

60
<PAGE> 68
sensitivity through a
coordinated asset/liability management program directed by the
Asset/Liability Committee of Woodland Bank.

Liquidity is provided for Woodland Bank by projecting credit demand
and other financial needs and then maintaining sufficient cash and
assets readily convertible into cash to meet these projected
requirements. Woodland provided for its liquidity needs through
core deposits, maturing loans, and scheduled maturity of investments in
securities, and by maintaining adequate balances in other money market
investments, such as Federal funds sold. At September 30, 1993, cash and money
market investments amounted to $5,459,000 or 8.71% of total assets.
This is a decrease of $3,618,000 from December 31, 1992 when cash
and money market investments totaled $9,077,000 or 14.27% of total
assets. This level of cash and cash equivalents is considered to be
adequate in view of projected liquidity needs.

Woodland's liquidity is generally provided by dividends received
from Woodland Bank. These funds are available for the
overhead expenses and the payment of dividends to shareholders.
Dividends paid by the subsidiary bank were $428,000 during the nine
months ended September 30, 1993.

Interest rate-sensitive assets and liabilities are those with
yields or rates subject to change within a future time period due
to maturity or changes in market rates. An ongoing objective of
Woodland Bank's asset/liability management program is to match rate-
adjustable assets and liabilities at similar maturity horizons, so
that changes in interest rates will not result in wide fluctuations
in net interest income. The rate sensitivity position is managed by
matching funds acquired having a specific maturity with loans,
securities, or money market investments with similar maturities.

At September 30, 1993, $25,315,000 or 88.26%, of the loan
portfolio will reprice in one year or less. In addition, investment
securities maturing in one year or less of $3,220,000 and money
market investments of $3,160,000 bring total rate-sensitive assets
maturing or repricing within one year to $31,695,000 or 53.82% of
total interest earning assets. When matched with interest-bearing
demand deposits, savings deposits and time deposits of $100,000 or
more maturing within one year totaling $31,426,000, this represents
a gapped position which management believes is appropriate given
the continued declining rate environment.

CAPITAL

The strength of its capital position determines the ability of
a financial institution to take advantage of growth opportunities
and handle unforeseen financial difficulties. Woodland's
shareholders' equity at September 30, 1993 was $6,094,000 an
increase of $443,000 or 7.84% from the December 31, 1992 total of
$5,651,000.

Woodland Bank is subject to the issuance of capital adequacy
guidelines by its regulators, all of which have issued similar
guidelines for the measurement of capital adequacy. One measure is
the leverage capital ratio, which equals the ratio of ending total
capital less intangible assets to average total assets less
intangible assets. The guidelines include a definition of capital
and provide a framework for calculating weighted risk assets by assigning
assets and off-balance-sheet instruments to broad risk categories. The
risk-based capital standards are a minimum
ratio of total capital to risk-weighted assets with a minimum of 4%
when using Tier 1 capital and a minimum of 8% when including total
capital. Tier 1 capital is the sum of the core capital elements
(common shareholders' equity less intangible assets). Total capital
includes the allowance for loan losses limited to a maximum of
1.25% of risk-weighted assets.

61
<PAGE> 69

<TABLE>
As the following table indicates, Woodland exceeded the minimum
risk-based and leverage ratios at September 30, 1993 and December
31, 1992:

SEPTEMBER 30, DECEMBER MINIMUM
1993 31, 1992 LEVELS
------------- --------- -------
(Dollars In Thousands)
<S> <C> <C> <C>
Capital Components:
Tier 1 capital $6,094 $5,651
Total capital $6,558 $6,099
Asset:
Risk-weighted assets and off-balance-sheet
instruments $36,775 $35,395
Capital ratios:
Leverage 9.73% 8.88% 3.00%
Tier 1 risk-based capital 16.57% 15.97% 4.00%
Total risk-based capital 17.83% 17.23% 8.00%
</TABLE>

FOR THE YEARS ENDED DECEMBER 31, 1992, 1991 AND 1990

RESULTS OF OPERATIONS

Net income for 1992 was $967,000 or $2.54 per share compared to
$1,112,000 or $2.92 per share in 1991 and $296,000 or $.77 per
share in 1990, excluding the cumulative effect of a change in
accounting for income taxes. The decrease in 1992 net income as
compared to 1991 was primarily due to the 1991 gain of $551,000 on
the sale of a land parcel and a decrease of $101,000 in gains on
sales of investment securities.

The increase in 1991 net income as compared to 1990 was primarily
due to a $335,000 reduction in the provision for possible loan losses,
$169,000 of gains on sales of investment securities and a 1991 gain of
$551,000 on the sale of a land parcel. Following are analyses and
comments regarding net interest income, noninterest expense, other
expenses and income taxes.

62
<PAGE> 70

<TABLE>
Net income as a percent of average assets and average equity was:

<CAPTION>
RETURN ON RETURN ON
AVERAGE ASSETS AVERAGE EQUITY
------------------------------ ------------------------------
DECEMBER 31, DECEMBER 31,
1992 1991 1990 1992 1991 1990
----------------------------- ----------------------------
<S> <C> <C> <C> <C> <C> <C>
Net income 1.60% 1.97% .55% 17.97% 24.27% 7.71%
</TABLE>

The following is an analysis of the primary components of net
income for the years 1992, 1991 and 1990 with a discussion of funds
and analysis of the changes between these periods.

Net Interest Income

<TABLE>
Net interest income is the principal source of Woodland's net
income and represents the difference between interest income and
interest expense. The following schedule provides a summary
concerning net interest income, average balances and the related
interest rate/yields for the past three years.

63
<PAGE> 71

<CAPTION>
DECEMBER 31, 1992
-----------------------------------------------------------
INTEREST AVERAGE
AVERAGE PERCENT OF INCOME/ YIELD/
BALANCE TOTAL ASSETS EXPENSE RATE
------------------------------------------------------------
(Dollars In Thousands)
<S> <C> <C> <C> <C>
Interest earning assets:(1)(2)
Loans $28,860 47.81% $2,498 8.66%
Taxable securities 15,564 25.78 1,178 7.57
Nontaxable securities 10,023 16.60 874 8.72
Federal funds sold 1,538 2.55 54 3.51
------------------------------------------
Total interest earning assets $55,985 92.74% $4,604 8.22%

Noninterest bearing asset:
Cash and due from banks $ 2,853 4.73%
Premises and equipment 1,584 2.62
Other assets 824 1.36
Reserve for loan losses (877) (1.45)
-------------------------
Total assets $60,369 100.00%
=========================

Interest-bearing liabilities:
NOW Accounts $ 8,590 14.23% $ 256 2.98%
Savings and individual
retirement accounts 4,827 7.99 179 3.71
Money market accounts 9,508 15.75 357 3.75
Time deposits 18,060 29.92 766 4.24
Short-term borrowings 256 .42 9 3.52
Notes payable - - - -
------------------------------------------
Total interest-bearing
liabilities $41,241 68.31% $1,567 3.80%

Non-interest bearing liabilities:
Demand deposits $13,292 22.02%
Other liabilities 454 .75
-------------------------
Total liabilities 54,987 91.08

Stockholders' equity 5,382 8.92
-------------------------
Total liabilities and stock-
holders' equity $60,369 100.00%
========================= ------

Net interest income $3,037
======
Interest rate spread 4.42%
Net interest margin 5.42%

64
<PAGE> 72
DECEMBER 31, 1991
-----------------------------------------------------------
INTEREST AVERAGE
AVERAGE PERCENT OF INCOME/ YIELD/
BALANCE TOTAL ASSETS EXPENSE RATE
------------------------------------------------------------
(Dollars In Thousands)
<S> <C> <C> <C> <C>
Interest earning assets:(1)(2)
Loans $27,689 49.01% $2,824 10.20%
Taxable securities 18,352 32.48 1,562 8.51
Nontaxable securities 4,609 8.16 438 9.50
Federal funds sold 1,760 3.12 91 5.17
------------------------------------------
Total interest earning assets $52,410 92.77% $4,915 9.38%

Noninterest bearing asset:
Cash and due from banks $ 2,646 4.68%
Premises and equipment 1,726 3.06
Other assets 537 .95
Reserve for loan losses (823) (1.46)
-------------------------
Total assets $56,496 100.00%
=========================

Interest-bearing liabilities:
NOW Accounts $ 7,220 12.78% $ 297 4.11%
Savings and individual
retirement accounts 4,268 7.56 239 5.60
Money market accounts 7,832 13.86 401 5.12
Time deposits 19,813 35.07 1,215 6.13
Short-term borrowings - - - -
Notes payable 1,045 1.85 90 8.61
------------------------------------------
Total interest-bearing
liabilities $40,178 71.12% $2,242 5.58%

Non-interest bearing liabilities:
Demand deposits $11,148 19.73%
Other liabilities 589 1.04
-------------------------
Total liabilities 51,915 91.89

Stockholders' equity 4,581 8.11
-------------------------
Total liabilities and stock-
holders' equity $56,496 100.00%
========================= ------

Net interest income $2,673
======
Interest rate spread 3.80%
Net interest margin 5.10%

65
<PAGE> 73
<CAPTION>
DECEMBER 31, 1990
-----------------------------------------------------------
INTEREST AVERAGE
AVERAGE PERCENT OF INCOME/ YIELD/
BALANCE TOTAL ASSETS EXPENSE RATE
------------------------------------------------------------
(Dollars In Thousands)
<S> <C> <C> <C> <C>
Interest earning assets:(1)(2)
Loans $24,895 46.25% $2,777 11.15%
Taxable securities 19,601 36.41 1,710 8.72
Nontaxable securities 1,543 2.87 162 10.50
Federal funds sold 3,007 5.59 239 7.95
------------------------------------------
Total interest earning assets $49,046 91.12% $4,888 9.97%

Noninterest bearing asset:
Cash and due from banks $ 3,573 6.64%
Premises and equipment 1,739 3.23
Other assets 225 .42
Reserve for loan losses (757) (1.41)
-------------------------
Total assets $53,826 100.00%
=========================

Interest-bearing liabilities:
NOW Accounts $ 6,751 12.54% $ 322 4.77%
Savings and individual
retirement accounts 3,839 7.13 246 6.41
Money market accounts 6,855 12.74 407 5.94
Time deposits 19,450 36.13 1,446 7.43
Short-term borrowings 311 .58 16 5.14
Notes payable 1,556 2.89 167 10.73
------------------------------------------
Total interest-bearing
liabilities $38,762 72.01% $2,604 6.72%

Non-interest bearing liabilities:
Demand deposits $10,768 20.00%
Other liabilities 456 .85
-------------------------
Total liabilities 49,986 92.86

Stockholders' equity 3,840 7.14
-------------------------
Total liabilities and stock-
holders' equity $53,826 100.00%
========================= ------

Net interest income $2,284
======
Interest rate spread 3.25%
Net interest margin 4.66%

<FN>
(1) Nonaccruing loans are included in the interest-earning
assets; interest income on such loans is recorded when
received.

(2) Interest earning assets includes tax exempt investments and
the related income is presented on a tax-equivalent basis
assuming a tax rate of 34%. The amount of the tax-
equivalent adjustment was $317,000, $172,000 and $82,000
for the years ended December 31, 1992, 1991 and 1990,
respectively.
</TABLE>

66
<PAGE> 74
Fully taxable equivalent net interest income increased $364,000
from 1991 to 1992 and $389,000 from 1990 to 1991. Woodland Bank's net
interest margin or net interest income to average earning assets
was 5.42%, 5.10% and 4.66% in 1992, 1991 and 1990, respectively.
Total average interest-earning assets increased from $49,046,000
in 1990 to $52,410,000 in 1991 and $55,985,000 in 1992. During
the same period, average interest-bearing liabilities increased
from $38,762,000 in 1990 to $40,178,000 in 1991 and $41,241,000 in
1992. These increases in balances were mainly a result of
increased marketing and an improved primary market area. The
improvement in net interest margin tracks the benefits of a
declining interest rate environment in Woodland Bank's primary
market.

<TABLE>
Net interest income is affected by the volume and rate of
both interest-earning assets and interest-bearing liabilities.
The following table depicts the dollar effect and rate changes
for the different categories of interest-earning assets and
interest-bearing liabilities and the resultant change in interest
income and interest expense. Nonperforming loans are included
with loans in the table:

1992 COMPARED TO 1991 COMPARED TO
1991 INCREASE 1990 INCREASE
(DECREASE) DUE TO (DECREASE) DUE TO
--------------------------- --------------------------
VOLUME RATE(1) NET VOLUME RATE(1) NET
--------------------------- --------------------------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C>
Interest earned on:
Loans $119 $(445) $(326) $312 $(265) $ 47
Taxable securities (237) (147) (384) (109) (39) (148)
Nontaxable securities 515 (79) 436 322 (46) 276
Federal funds sold (11) (26) (37) (99) (49) (148)
--------------------------- ---------------------------
Total interest earning assets 386 (697) (311) 426 (399) 27

Interest paid on:
Interest-bearing
demand deposits 56 (97) (41) 22 (47) (25)
Savings and individual
retirement accounts 31 (91) (60) 27 (34) (7)
Money market deposits 88 (132) (44) 56 (62) (6)
Time deposits (107) (340) (447) 27 (260) (233)
Federal funds purchased 7 - 7 2 - 2
Long-term debt (90) - (90) (60) (33) (93)
-------------------------- ---------------------------
Total interest-bearing liabilities (15) (660) (675) 74 (436) (362)
--------------------------- ---------------------------
Net interest income $401 $ (37) $364 $352 $ 37 $389
=========================== ===========================
<FN>
(1) Changes in interest income and interest expense due to both
rate and volume are included in rate variances.
</TABLE>

During 1992, average interest earning assets increased
$3,575,000, increasing interest income $386,000. Nontaxable
securities and loans increased on the average $5,414,000 and
$1,171,000, respectively. Taxable securities decreased $2,788,000
and Federal funds decreased slightly. Changes in interest rates
on the average volume of interest earning assets reduced interest
income $697,000. The

67
<PAGE> 75
decrease in interest income associated with
reduced rates on the volume of earning assets reflects the general
decline in the level of rates during 1992. The net effect of the
volume and rate changes associated with interest earning assets
decreased interest income $311,000.

Average interest-bearing liabilities, excluding long-term
debt, increased $2,108,000 during 1992 as compared to 1991,
however, with the overall restructure in deposits and declining
interest rates, interest expense on deposits declined $585,000.
The balance ($90,000) of the decreased interest expense is
associated with the final paydown of Woodland's debt.

The overall shift in deposit mix was the result of management
reducing rates paid on savings and time deposits and promoting
other deposit categories. Consistent with the general decline in
the level of interest rates, reduced rates on the volume of all
categories decreased interest expense $660,000 in 1992. The net
effect of the volume and rate changes associated with all
categories of interest-bearing liabilities decreased interest
expense $675,000 during 1992.

The net effect of changes in rate and volume on interest
earning assets and interest-bearing liabilities in 1992 increased
net interest income by $364,000.

During 1991, average interest earning assets increased
$3,364,000 and average interest-bearing liabilities, excluding
long-term debt, increased $1,927,000 resulting in a net increase
of $389,000 in net interest income. The most significant changes in
average assets were an increase in loans of $2,794,000 and
nontaxable securities of $3,066,000. Taxable securities and
Federal funds decreased $1,249,000 and $1,247,000, respectively.
These changes in the mix of average assets and the overall
increase in balances resulted in $426,000 additional interest
income; however, reduced yields in all categories, as experienced
in the industry, decreased interest income $399,000 for a net
overall benefit of $27,000.

Average interest-bearing liabilities, excluding long-term debt,
increased in total $1,927,000. There was no major change in any certain
type deposit. The final pay down of Woodland's debt averaging $1,045,000
had the most significant effect on interest expense, a reduction of $60,000.
In total, volume changes in average interest-bearing liabilities
caused a net increase in expense of $74,000. Consistent with assets,
the general and significant decline in interest rates during 1991
on average liabilities resulted in a very favorable $436,000
decrease in interest expense.

During 1991, the net effect of changes in rate and volume on
interest-bearing assets and interest-bearing liabilities was an
increase in net income of $389,000.

The major influence on the net interest margin or net
interest income was the decrease in interest expense on deposits
of $585,000 or 27.18% in 1992 and $285,000 or 11.69% in 1991,
while tax equivalent interest income decreased $311,000 or 6.33%
in 1992 and $27,000 or .55% in 1991.

Provision for Possible Loan Losses and Allowance for Possible Loan
Losses

The provision for possible loan losses provides a reserve
(the allowance for possible loan losses) against which loan losses
are charged as those losses become evident. Management determines
the appropriate level of the allowance for loan losses on a
quarterly basis. The quarterly analyses take into consideration
the results of an ongoing loan review process, the purpose of
which is to determine the level of credit risk within the
portfolio and to ensure proper adherence to underwriting and
documentation standards. Utilizing the results of the loan review
process, a specific portion of the reserve is allocated to those
loans which appear to represent a more than normal exposure to
risk. In addition, estimates are made for potential losses

68
<PAGE> 76
on consumer loans, residential mortgage loans, commercial mortgage
loans, and commercial loans, not specifically reviewed, based on
historical loan loss experience and other factors and trends.

A provision for possible loan losses was required for 1990 in
the amount of $335,000, however, management's evaluation for 1992
and 1991 resulted in a conclusion the allowance was adequate and
no provision was necessary. Factors that influenced management's
determination of the provision for loan losses included
(i) an evaluation of each nonperforming,
classified and potential problem loan to ascertain an estimate of
loss exposure based upon circumstances then known to management,
(ii) current economic conditions and outlook, and (iii) an overall
review of the loan portfolio in light of past loan loss
experience. Net charge-offs (loan losses charged against the
allowance for possible loan losses less recoveries of prior
charge-offs) for 1990 were $223,000. Net recoveries of $46,000 and
$49,000 were realized for 1992 and 1991, respectively.

<TABLE>
Following are tables setting forth the activity for loan
losses and the allocation of the allowance for possible loan
losses and certain ratios to nonperforming loans and total loans
for 1990, 1991 and 1992.

Allowance for Possible Loan Losses

<CAPTION> YEARS ENDED DECEMBER 31,
1992 1991 1990
-----------------------------------------
(Dollars In Thousands)
<S> <C> <C> <C>
Balance at beginning of period $810 $761 $649

Loans charged off:
Commercial and financial 45 13 254
Residential real estate-mortgage - 68 20
Consumer - 3 3
----------------------------------------
Total charge-offs 45 84 277

Recoveries:
Commercial and financial - (133) (54)
Residential real estate-mortgage (89) - -
Consumer (2) - -
----------------------------------------
Total recoveries (91) (133) (54)
----------------------------------------
Net loans charged off (recovered) (46) (49) 223
Provision for possible loan losses
charged against income - - 335
----------------------------------------
Balance at end of period $856 $810 $761
========================================
Net loan charge-offs (recoveries)
to average loans (.16%) (.18%) .90%
Loan reserve to total loans 3.13% 2.93% 2.92%
Loan reserve to nonperforming loans 1,057% 401% 120%
</TABLE>

<TABLE>
The following table sets forth the allocation of the
allowance for possible loan losses for the indicated categories
of loans.

69
<PAGE> 77

Allocation for the Allowance for Possible Loan Losses

DECEMBER 31, 1992 DECEMBER 31, 1991 DECEMBER 31, 1990
----------------------------- ----------------------------- -----------------------------
PERCENT PERCENT PERCENT
RESERVE AS OF LOANS RESERVE AS OF LOANS RESERVE AS OF LOANS
A PERCENT IN EACH A PERCENT IN EACH A PERCENT IN EACH
OF LOANS CATEGORY OF LOANS CATEGORY OF LOANS CATEGORY
RESERVE OUTSTANDING TO TOTAL RESERVE OUTSTANDING TO TOTAL RESERVE OUTSTANDING TO TOTAL
BALANCE BY CATEGORY LOANS BALANCE BY CATEGORY LOANS BALANCE BY CATEGORY LOANS
-------------------------------------------------------------------------------------------
(Dollars In Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Commercial and financial $58 .89% 23.97% $108 1.87% 20.92% $ 95 1.22% 24.78%
Real estate:
Commercial 109 1.28 31.12 226 2.19 35.73 134 1.94 26.47
Residential 10 1.67 2.20 22 1.31 6.06 27 3.71 2.79
Construction and other 7 .97 2.65 9 .92 3.53 37 3.04 4.67
Services and individuals 115 .19 28.69 92 1.32 25.28 188 2.39 30.21
Consumer 29 .93 11.37 21 .90 8.48 15 .95 6.08
Unallocated 528 - - 332 - - 265 - -
---- ------- ---- ------- ---- -------
Total reserve $856 3.13% 100.00% $810 2.93% 100.00% $761 2.92% 100.00%
==== ======= ==== ======= ==== =======
</TABLE>

70
<PAGE> 78

<TABLE>
Nonperforming assets are defined as loans delinquent 90 or
more days, nonaccrual loans, restructured loans, and foreclosed
assets. Such assets do not necessarily represent future losses to
Woodland Bank since underlying collateral can be sold and the financial
condition of the borrowers may improve. The following table sets
forth the detail of nonperforming assets.

Nonperforming Assets

<CAPTION> DECEMBER 31,
1992 1991 1990
----------------------------------------
(Dollars In Thousands)
<S> <C> <C> <C>
Nonaccrual loans $56 $196 $633
Loans past due 90 days or more 25 6 -
---------------------------------------
Total 81 202 633
Foreclosed assets - 209 50
---------------------------------------
Total nonperforming assets $81 $411 $683
=======================================
Nonperforming loans to loans .30% .73% 2.43%
Nonperforming assets to loans,
plus foreclosed assets .30% 1.49% 2.61%
Nonperforming assets to total assets .13% .66% 1.19%
</TABLE>

<TABLE>
The following table compares the allowance for loan losses
and the total nonperforming loans at December 31, 1992, 1991 and
1990:

<CAPTION> DECEMBER 31,
1992 1991 1990
----------------------------------------
(Dollars In Thousands)
<S> <C> <C> <C>
Allowance for loan losses $856 $810 $761
Nonperforming loans 81 202 633
Allowance as a percentage
of nonperforming loans 1,057% 401% 120%
</TABLE>

At December 31, 1992, 1991 and 1990, there were no
significant commitments to lend additional funds to borrowers
whose loans were considered nonperforming.

Woodland Bank's policy is to discontinue accruing interest on
loans when principal or interest is due and remains unpaid for 90
days or more, unless the loan is well secured and in the process
of collection. Woodland Bank would have recognized additional interest
income of approximately $13,000, $91,000 and $76,000 for 1992,
1991 and 1990, respectively, if contractual interest on these
loans had been recognized. The amount of interest collected and
included in income related to these loans was $43,000 in 1991,
however, none was collected for 1992 and 1990.

71
<PAGE> 79
markets is distributed among a variety of industries and activities
to maintain a diversified loan portfolio. Senior management closely
monitors concentrations to single industries and individual customers
and actively participates within their lending area. Woodland Bank has
written policies that require security for loans including liens on
residential mortgage loans. In addition, policies and procedures are
in place to assess the creditworthiness of borrowers for all loans and
commitments. Borrowers' ability to honor their loan contracts can be
largely dependent upon the economic conditions within their market areas
and on a national level.

Management attributes the improvement in nonperforming assets
to an improved economy in its primary market, greater focus of the
credit review process and close monitoring of potential problem
customers.

Based on Woodland Bank's review of remaining collateral and/or
financial condition of identified loans with characteristically
more than a normal degree of risk, historical loan loss
percentages and economic conditions, management believes the
allowance for possible loan losses at December 31, 1992 is
adequate to cover future possible losses.

Noninterest Income

<TABLE>
The balance of earnings of a banking institution are
typically generated through noninterest income from fees and
service charges. The following tables outline the components of
this income source for the years ended December 31, 1992, 1991 and
1990:

YEAR ENDED CHANGE
----------------------------------------------------------------------
DECEMBER 31, 1992/1991 1991/1990
----------------------------------------------------------------------
1992 1991 1990 AMOUNT PERCENT AMOUNT PERCENT
----------------------------------------------------------------------
(Dollars In Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Service charges $469 $433 $434 $36 8.31% $(1) (.23)%
Other operating
income 439 320 229 119 37.19 91 39.74
------------------------------------- ----
Subtotal 908 753 663 155 20.58 90 13.57
Gain on sale of
land parcel -- 551 -- (551) (100.00) 551 100.00
Securities gains
(losses) 78 179 10 (101) (56.42) 169 1,690.00
-------------------------------------- ----
Total
noninterest
income $986 $1,483 $673 $(497) 33.51% $810 120.36%
====================================== ====
</TABLE>

As noted above, and excluding securities gains and losses
and gain on sale of a land parcel, total noninterest income
increased consistently with an increase of $155,000 or 20.58%
from 1991 to 1992 and $90,000 or 13.57% from 1990 to 1991.
Deposit service charges increased $36,000 or 8.31% in 1992 due
to revisions in service fee structure. Other operating income
increased $119,000 or 37.19% from 1991 to 1992 and $91,000 or
39.74% from 1990 to 1991, primarily as a result of mortgage
lending operations.

During 1991, Woodland sold an excess parcel of land
adjacent to the bank facility for $750,000 resulting in a net
gain of $551,000.

72
<PAGE> 80

Net gains on sales of securities decreased $101,000 or
56.43% in 1992 as compared to 1991. The securities gains in
1991 were a result of sales of mortgage-backed securities when
principal prepayment rate began to accelerate and the interest
rate market began to decline.

The majority of the sales in 1992 were of securities which
either would be maturing or had fixed calls in the near future.

<TABLE>
A partial restructuring of the investment portfolio began
in late 1990 through early 1992 from short-term investments to
longer term qualified municipal bonds due to the declining
interest rate environment and the taxable position of the
corporation.

Other Expenses

YEAR ENDED CHANGE
-----------------------------------
DECEMBER 31, 1992/1991 1991/1990
----------------------------------------------------------------------
1992 1991 1990 AMOUNT PERCENT AMOUNT PERCENT
----------------------------------------------------------------------
(Dollars In Thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Compensation and
employee benefits $1,360 $1,260 $1,064 $100 7.94% $196 18.42%
Occupancy expense 341 316 314 25 7.91 2 .64
FDIC assessment 133 113 67 20 17.70 46 68.66
Other expenses 644 704 712 (60) (8.52) (8) (1.12)
--------------------------------------- ----
Total
noninterest
expenses $2,478 $2,393 $2,157 $85 3.55% $236 10.94%
======================================= ====
</TABLE>

Noninterest expense increased $85,000 or 3.55% from 1991 to
1992 and increased $236,000 or 10.94% from 1990 to 1991.
Woodland Bank began a noncontributory incentive compensation plan
for designated participants in 1991, and this component of compensation
expense amounted to $46,000 in 1991 and $64,000 in 1992.

Additional staffing, employee benefits and nondiscretionary
contributions to employee benefit plans amounted to increases in
employee compensation of 7.94% in 1992 and 18.42% in 1991.

Occupancy expense increased 7.91% in 1992 as additional
depreciation expense was incurred on purchase of a new local
area network system and supporting equipment. Between 1990 and
1991, occupancy expense increased $2,000 or .64%.

FDIC assessments paid by Woodland Bank increased $20,000 or
17.70% between 1992 and 1991 and $46,000 or 68.66% between 1990
and 1991.

Other expenses remained flat from 1990 and 1991 and
decreased $60,000 between 1991 and 1992 primarily as a result of
the recovery of certain legal expense related to loan
recoveries. In addition, management made certain operating
procedure changes in an effort to better control various
operating related expenses.

73
<PAGE> 81

Income Taxes

Woodland and its subsidiary file consolidated income tax
returns. Income tax expense or benefit is allocated to its
subsidiary on the basis of its taxable income or loss included
in the consolidated return.

Deferred income taxes are provided
on certain transactions which are reported for financial
reporting purposes in different periods than for income tax
purposes primarily related to loan losses. On January 1, 1990,
Woodland adopted Statement of Financial Accounting Standard
No. 96, "Accounting for Income Taxes;" the effect of the
adoption of this standard, on a cumulative basis, was a $73,000
credit to income. Woodland adopted Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes," effective
January 1, 1992, the effect of which was not significant.

<TABLE>
A reconciliation of expected income tax expense, computed
by applying the effective Federal statutory rate of 34% to
income before the provision for income taxes is as follows:

<CAPTION>
1992 1991 1990
-----------------------------------------
(In Thousands)
<S> <C> <C> <C>
Federal income taxes at statutory rate $418 $541 $130
Less effect of tax exempt income (191) (102) (49)
State income taxes, net of Federal tax benefit 32 45 11
Other, net 2 (5) (5)
-----------------------------------------
Total provision for income taxes $261 $479 $ 87
=========================================
</TABLE>

FINANCIAL CONDITION

Investments

Woodland Bank's holdings of short-term investments and scheduled
maturities of investment securities serve as a source of liquidity to meet
depositor and borrower fund requirements, in addition to being a significant
element of total interest income. Short-term investments,
consisting primarily of Federal funds sold, had outstanding
balances at December 31, 1992 of $4,695,000 and $5,389,000 at
December 31, 1991. Investment securities at December 31, 1992
of $25,691,000 increased $1,865,000 as compared to December 31,
1991 of $23,826,000. This increase in the balance of investment
securities is due primarily to increased nontaxable securities.

The following table presents the composition of investments
and the change in each category for the periods presented:

74
<PAGE> 82

<TABLE>
Securities Portfolio

The following table indicates the components of investment
securities at December 31, 1992, 1991 and 1990:

1992 1991 1990
-----------------------------------------------------------------------------
PERCENT PERCENT PERCENT
OF TOTAL OF TOTAL OF TOTAL
AMOUNT SECURITIES AMOUNT SECURITIES AMOUNT SECURITIES
------------------------------------------------------------------------------
(Dollars In Thousands)
<S> <C> <C> <C> <C> <C> <C>
U.S. Government $6,000 23.36% $5,253 22.05% $5,859 24.67%
U.S. Government agencies and
corporations 3,816 14.85 5,003 21.00 4,402 18.53
Municipals and other tax
exempt 10,184 39.64 8,736 36.67 1,650 6.95
Mortgage-backed securities 1,064 4.14 256 1.07 4,678 19.69
Corporate bonds and other 4,627 18.01 4,578 19.21 7,165 30.16
------------------------------------------------------------------------------
Total securities $25,691 100.00% $23,826 100.00% $23,754 100.00%
===============================================================================
</TABLE>

The market value of total investment securities was $26,194,000,
$24,095,000 and $23,966,000 at December 31, 1992, 1991 and 1990, respectively.

75
<PAGE> 83

<TABLE>

The following table shows the components and yields for the
various forms of investment securities:

Investment Securities-Maturities and Yields

DECEMBER 31, 1992
MATURING
-----------------------------------------------------------------------------------------
AFTER ONE AFTER FIVE
IN ONE THROUGH THROUGH
YEAR OR LESS FIVE YEARS TEN YEARS AFTER TEN YEARS
-----------------------------------------------------------------------------------------
AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD
----------------- ---------------- ------------------ ---------------
(Dollars In Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Government $1,748 8.16% $4,055 5.49% $ - -% $917 7.39%
U.S. Government agencies
and corporations 250 8.05 2,268 7.05 1,298 6.48 - -
Municipals and other
tax exempt(1) 245 6.87 3,827 7.13 5,714 8.11 398 9.58
Mortgage-backed
securities - - - - - - 1,064 6.74
Corporate bonds and
other 801 9.00 3,248 7.16 578 8.97 - -
------ ------- ------ -----
$3,044 8.27% $13,398 6.63% $7,590 7.90% $1,659 7.50%
====== ======= ====== ======
<FN>
(1) Yield presented on a tax-equivalent basis assuming a tax rate of
34%.
</TABLE>

Beginning in latter 1990, Woodland Bank began to restructure the
investment portfolio due to anticipated prepayments on mortgage-
backed securities, fixed call dates on other securities and some
concern regarding the creditworthiness of certain securities positions.
Another major influence and factor in the restructure plan was the
shift to tax exempt securities to lower Woodland Bank's effective
income tax rate. During 1990, $11,021,000 of securities were
collected as a result of maturity calls and prepayments. Proceeds
from sales were $2,000,000, and $10,000 was realized as a net gain.

During 1991, the restructure plan was fully implemented
resulting in a reduction in mortgage-backed securities of $4,422,000
or 94.53% of such position at December 31, 1990. Corporate bonds
decreased $2,587,000 during 1991. As a result of these reductions,
tax exempt securities increased $7,086,000. During 1991 reductions
in security categories were $8,004,000 of securities collected as a
result of maturity calls and prepayment. Proceeds from sales were
$6,160,000, and $179,000 was realized as a net gain on fixed calls and
sales.

76
<PAGE> 84

During 1992, the restructure plan was, for the most part,
completed and investments grew $1,865,000 primarily as a result of
decreased cash equivalents. Maturity calls and prepayments collected
were $6,462,000 and proceeds from sales were $3,287,000, both of
which yield a net gain of $78,000. At December 31, 1992, tax exempt
securities accounted for approximately 40 percent of the total
portfolio.

The securities portfolio restructure during this three-year period
was not with intent of so-called "gains-trading." Woodland's income
before income taxes and the cumulative effect of a change in
accounting for income taxes in 1990 grew from $373,000 for 1990 to
$1,150,000 for 1992 exclusive of securities gains. As previously
discussed, the primary improvement in earnings were the favorable
increase in net interest income and the lack of necessary provisions
for loan losses. Had Woodland adopted an accounting policy for
mortgage-backed securities as "held-for-sale," the financial
reporting results of the portfolio restructure would not have been
significantly different because lower of cost or market value
accounting would not have required a negative adjustment due to
favorable market value conditions during the restructure period.

Loans

The loan portfolio constitutes the major earning asset of most
bank holding companies and typically offers the best alternative for
obtaining the maximum interest spread above the cost of funds. The
overall economic strength of any bank holding company generally
parallels the quality and yield of its loan portfolio. Woodland's
total loans were $27,306,000 at December 31, 1992, $27,654,000 at
December 31, 1991 and $26,081,000 on December 31, 1990. The
following table presents loans outstanding.

<TABLE>
Loan Portfolio
<CAPTION>
DECEMBER 31,
--------------------------------------------------------------------------------
1992 1991 1990
--------------------------------------------------------------------------------
AMOUNT PERCENT AMOUNT PERCENT AMOUNT PERCENT
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Commercial and financial $ 6,545 23.97% $ 5,784 20.92% $ 7,767 29.78%
Real estate:
Commercial 8,500 31.12 9,881 35.73 6,904 26.47
Residential 600 2.20 1,677 6.06 727 2.79
Construction and others 723 2.65 976 3.53 1,219 4.67
Services and individuals 7,833 28.69 6,991 25.28 7,879 30.21
Consumer 3,105 11.37 2,345 8.48 1,585 6.08
--------------------------------------------------------------------------------
$27,306 100.00% $27,654 100.00% $26,081 100.00%
================================================================================
</TABLE>

77
<PAGE> 85

The loan portfolio experienced a slight decline of $348,000 or 1.26%
from December 31, 1991 to December 31, 1992. An increase of $1,573,000 or
6.03% was experienced from 1990 to 1991 primarily in real estate loans.

<TABLE>
The following table sets forth the maturity composition of total
loans at December 31, 1992.

Maturity of Loans

<CAPTION>
DECEMBER 31, 1992
-----------------------------------
PERCENT
LOANS OF TOTAL
-----------------------------------
(Dollars in Thousands)
<S> <C> <C>
In one year or less $17,169 62.88%
After one through five years 9,584 35.10
After five years 553 2.02
-----------------------------------
Total loans $27,306 100.00%
===================================

</TABLE>

<TABLE>

Maturity Classes

INTEREST SENSITIVITY
-----------------------------------
FIXED VARIABLE
RATE RATE
-----------------------------------
(In Thousands)
<S> <C> <C>
In one year or less $5,296 $19,274
After one through five years 2,424 -
After five years 312 -
-----------------------------------
Total loans $8,032 $19,274
===================================
</TABLE>

78
<PAGE> 86
Deposits

The deposit base provides the major funding source for
interest earning assets of most bank holding companies.
Woodland Bank's average deposits have steadily risen during the
period from December 31, 1991 to December 31, 1992.
Woodland Bank's total average deposits were $54,277,000 in 1992,
an increase of $3,996,000 over 1991. Generally, demand,
savings and certificates of deposit less than $100,000 are
recognized as the core base of deposits while certificates
of deposit in excess of $100,000 and public funds are more
subject to interest variations and, thus, are not included
in the core deposit base. Because of these factors,
management views the growth in deposits other than
certificates of deposit of $100,000 or more as more stable
growth. During 1992, Woodland Bank's customers
preferred NOW Accounts and money market accounts as more
favorable and adjusted quicker to rate changes than
certificates of deposit, both under and over $100,000. In
addition, noninterest-bearing deposits experienced growth
due to service charge restructures. The following table
indicates the mix and levels of deposits at December 31,
1992 compared to December 31, 1991.

<TABLE>

<CAPTION>
DEPOSIT PORTFOLIO
--------------------------------------------------------------------------------
DECEMBER 31,
----------------------------------------------------------------------------------------
1992 1991 CHANGE
----------------------------------------------------------------------------------------
COST OF COST OF
AMOUNT FUNDS PERCENT AMOUNT FUNDS PERCENT AMOUNT PERCENT
----------------------------------------------------------------------------------------
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Noninterest bearing $16,958 n/a% 29.33% $15,258 n/a% 26.80% $ 1,700 11.14%
NOW Accounts 9,486 2.98 16.40 7,681 4.11 13.49 1,805 23.50

Savings and individual
retirement accounts 4,591 3.71 7.94 4,583 5.60 8.05 8 .17

Money market deposit
accounts 10,105 3.75 17.47 9,307 5.12 16.35 798 8.57

Certificates of deposit:
Less than $100,000 8,316 4.34 14.38 10,252 6.08 18.01 (1,936) (18.88)
$100,000 or more 8,373 4.14 14.48 9,845 6.16 17.30 (1,472) (14.95)
--------- ------------------------- ------------------------------------
Total Deposits $57,829 3.80% 100.00% $56,926 5.50% 100.00% $ 903 1.59%
========== ========================= ====================================
</TABLE>

79
<PAGE> 87
Amount and Maturities of Time Deposits of $100,000 or More

<TABLE>
The following table sets forth the amount and maturities of time
deposits of $100,000 or more at December 31, 1992:

<CAPTION>
DECEMBER 31, PERCENT
1992 OF TOTAL
-------------------------------------------
(Dollars in Thousands)
<S> <C> <C>
Three months or less $5,833 69.66%
Over three through twelve
months 2,540 30.34
Over twelve months - -
-------------------------------------------
$8,373 100.00%
===========================================
</TABLE>

Short-term Borrowings

Woodland had no short-term borrowings at December 31, 1992 and 1991.

Long-term Debt

Woodland retired the balance of its long-term debt in
the amount of $683,000 on December 19, 1991. Interest
expense amounted to $167,000 in 1990 and $90,000 in 1991.
The debt was originally created when the holding company was
formed to fund individual shareholders debt related to the
formation of Woodland Bank.

Liquidity and Rate Sensitivity

Liquidity is the measure of Woodland Bank's ability to meet
its customers' present and future deposit withdrawals and/or
increased loan demand without unduly penalizing earnings.
Interest rate sensitivity involves the relationship between
rate sensitive assets and liabilities and is an indication
of the probable effects of interest rate fluctuations on
Woodland's net interest income. Woodland Bank manages both
liquidity and interest sensitivity through a coordinated
asset/liability management program directed by the
Asset/Liability Committee of Woodland Bank.

Liquidity is provided for Woodland Bank by projecting credit
demand and other financial needs and then maintaining
sufficient cash and assets readily convertible into cash to
meet these projected requirements. Woodland Bank provided for
its liquidity needs through core deposits, maturing loans,
and scheduled maturities of investments in securities, and by
maintaining adequate balances in other money market investments, such
as Federal funds sold. At December 31, 1992 cash and money market
investments amounted to $9,077,000 or 14.27% of total
assets. This is a decrease of $247,000 from December 31,
1991 when cash and money market investments totaled
$9,324,000 or 14.91% of total assets. This level of cash
and cash equivalents is considered to be adequate in view
of projected liquidity needs.

80
<PAGE> 88

Woodland's liquidity is generally provided by dividends
received from the subsidiary bank. These funds are
available for the overhead expenses and the payment of
dividends to shareholders. Dividends paid by the subsidiary
bank were $572,000, $740,000 and $500,000 during 1992, 1991
and 1990.

Interest rate-sensitive assets and liabilities are
those with yields or rates subject to change within a future
time period due to maturity or changes in market rates. An
ongoing objective of Woodland Bank's asset/liability management
program is to match rate-adjustable assets and liabilities
at similar maturity horizons, so that changes in interest
rates will not result in wide fluctuations in net interest
income. The rate sensitivity position is managed by
matching funds acquired having a specific maturity with
loans, securities, or money market investments with similar
maturities.

At December 31, 1992, $24,570,000 or 89.98%, of the
loan portfolio repriced in one year or less. In addition,
investment securities maturing in one year or less of
$3,044,000 and money market investments of $4,695,000 bring
total rate-sensitive assets maturing or repricing within one
year to $32,309,000 or 57.71% of total interest-earning
assets. When matched with interest-bearing demand deposits,
savings deposits, and time deposits of $100,000 or more
maturing within one year, while totaling $30,555,000, this
represents a gapped position which management believes is
appropriate given the continued declining rate environment.

81
<PAGE> 89
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

<TABLE>

The following table sets forth, as of January 11, 1994,
the name and address of each beneficial owner of more than
5% of the outstanding shares of Woodland Common known to the
Board of Directors of Woodland, showing the amount and
nature of such beneficial ownership. None of the
shareholders listed below would own, on a pro forma basis
giving effect to the Merger, more than 1% of the issued and
outstanding shares of Boatmen's Common.

G. William Foster, Jr. 21,300 5.5873
P.O. Box 35829
Tulsa, Oklahoma 74153

John A. Gaberino, Jr.(1) 30,820 8.0076
100 West Fifth Street, Suite 1000
Tulsa, Oklahoma 74103-4219

Mary K. Sanditen, Trustee of the 41,060 10.7706
Mary K. Sanditen Revocable Trust
3314 East 51 Street, Suite K
Tulsa, Oklahoma 74135

Wilfred I. Sanditen and Jean 30,896 8.1044
Sanditen, Trustees of the
Wilfred I. Sanditen Revocable
Trust, dated July 10, 1992
3314 East 51 Street, Suite A
Tulsa, Oklahoma 74135

George A. Singer(2) 30,370 7.9665
P.O. Box 755
Tulsa, Oklahoma 74101

<FN>
- ----------------------------

(1) Includes 8,680 shares of J&M Company, Ltd. of which Marjory D. Gaberino is a partner, 547 shares of
Marjory D. Gaberino, custodian, 547 shares of John A. Gaberino, III and 546 shares of Courtney L. Gaberino.
Mr. Gaberino disclaims ownership of these shares.

(2) Includes 11,700 shares owned by Gems, Ltd. of which Mr. Singer is a partner and 18,670 shares owned by
Singer Brothers of which Mr. Singer is a partner.

</TABLE>

82
<PAGE> 90

SECURITY OWNERSHIP OF MANAGEMENT

<TABLE>

The following table sets forth, as of January 11, 1994,
the number of shares of Woodland Common owned beneficially
by each director and executive officer of Woodland, and all
directors and executive officers as a group. None of the
individuals listed below would own, on a pro forma basis
giving effect to the Merger, more than 1% of the issued and
outstanding shares of Boatmen's Common.

SHARES OF WOODLAND COMMON
NAME AND ADDRESS BENEFICIALLY OWNED PERCENT OF CLASS
- ---------------- ------------------ ----------------
<S> <C> <C>
John L. Arrington, Jr. 52,172 13.6854%
Robert E. Craine, Jr. 400 0.1049
G. William Foster, Jr. 21,300 5.5873
John A. Gaberino, Jr.(1) 30,820 8.0076
Tom Grant, Jr. 6,110 1.6027
Robert E. D. Harper 1,020 0.2676
Thomas A. Mann 400 0.1049
John A. Moss, Jr. 8,402 2.2040
Bill Ramsey 18,894 4.9562
E. C. Richards(2) 2,192 0.5750
Wilfred Sanditen(3) 30,896 8.1044
William L. Schloss, III 6,111 1.6030
George A. Singer(4) 30,370 7.9665
John Stephen Swab(5) 8,745 2.2939
------- -------
Directors & Officers as a Group 217,832 57.1403%
======= =======
<FN>
- ----------------------------

(2) Includes 1,096 shares owned by his wife, Gail Richards. Mr. Richards disclaims ownership of these
shares.

(3) Includes 30,895 shares of the Wilfred I. Sanditen Revocable Trust of which Mr. Sanditen is a trustee.

(4) Includes 11,700 shares owned by Gems, Ltd. of which Mr. Singer is a partner and 18,670 shares owned by
Singer Brothers of which Mr. Singer is a partner.

(5) Includes 8,145 shares of the John T. Swab Revocable Inter Vivos Trust B of which Mr. Swab is a trustee.
</TABLE>

83
<PAGE> 91
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 December 14, 1993, 67,277
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, 1992 have been audited
by Ernst & Young, 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.

INDEPENDENT AUDITORS FOR WOODLAND.

The consolidated financial statements of Woodland at
December 31, 1992 and for the year then ended appearing in
this Prospectus/Proxy Statement and Registration Statement
have been audited by Ernst & Young, independent auditors,
as set forth in their report thereon appearing elsewhere
herein, and are included in reliance upon such report given
upon the authority of such firm as experts in accounting and
auditing.

PRESENCE AT SPECIAL MEETING

Representatives of Ernst & Young are expected to be
present at the Special Meeting with the opportunity to make
a statement if they desire to do so and to respond to
appropriate questions.

SHAREHOLDER PROPOSALS

Shareholder proposals for the annual meeting of
Boatmen's shareholders to be held in April, 1994 must have
been received by Boatmen's no later than November 17, 1993,
and must have met the requirements established by the S.E.C.
for shareholder proposals. Shareholder proposals for the
1995 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 1994 annual meeting.

Upon receipt of any such proposal Boatmen's will
determine whether or not to include such proposal in the
Proxy Statement and proxies in accordance with the S.E.C.'s
regulations governing the solicitation of proxies.

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

84
<PAGE> 92

<TABLE>
INDEX TO FINANCIAL STATEMENTS OF WOODLAND

WOODLAND BANCORP, INC. AND SUBSIDIARY:
<CAPTION>
Page
----
<S> <C>
Financial Statements:
---------------------

Report of Independent Auditors. . . . . . . . . . . . . . . . . . . . . . . .F-2

Consolidated Balance Sheets as of September 30, 1993 (Unaudited),
December 31, 1992 and December 31, 1991 (Unaudited). . . . . . . . . .F-3

Consolidated Statements of Income for the Nine Months Ended
September 30, 1993 (Unaudited) and 1992 (Unaudited) and for
the Years Ended December 31, 1992, 1991 (Unaudited) and
1990 (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . .F-5

Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 1993 (Unaudited) and 1992 (Unaudited) and
the Years Ended December 31, 1992, 1991 (Unaudited) and
1990 (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . .F-7

Consolidated Statements of Stockholders' Equity for the Nine Months ended
September 30, 1993 (unaudited) and for the Years Ended
December 31, 1992, 1991 (Unaudited) and 1990 (Unaudited) . . . . . . .F-9

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . .F-10
</TABLE>

F-1
<PAGE> 93
REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Stockholders
Woodland Bancorp, Inc.

We have audited the accompanying consolidated balance sheet
of Woodland Bancorp, Inc. as of December 31, 1992, and the
related consolidated statements of income, stockholders'
equity, and cash flows for the year then ended. These
consolidated financial statements are the responsibility of
the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based
on our audit.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made
by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides
a reasonable basis for our opinion.

In our opinion, the consolidated financial statements
referred to above present fairly, in all material respects,
the consolidated financial position of Woodland Bancorp,
Inc. at December 31, 1992, and the consolidated results of
their operations and their cash flows for the year then
ended, in conformity with generally accepted accounting
principles.

ERNST & YOUNG

Tulsa, Oklahoma
December 15, 1993

F-2
<PAGE> 94

<TABLE>
WOODLAND BANCORP, INC.

CONSOLIDATED BALANCE SHEETS

<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1993 1992 1991
-------------------------------------------------------------------------
(Unaudited) (Unaudited)
(In Thousands)
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents:
Noninterest bearing deposits and
cash $ 2,299 $ 4,382 $ 3,935
Federal funds sold 3,160 4,695 5,290
Interest bearing deposits in other
banks - - 99
-------------------------------------------------------------------------

Total cash and cash equivalents 5,459 9,077 9,324
-------------------------------------------------------------------------

Investment securities (estimated
market value $28,137, $26,194 and $24,095 at
September 30, 1993, December 31, 1992 and
1991, respectively) (Notes 2 and 14) 27,045 25,691 23,826

Loans (Notes 3 and 11):
Commercial and financial 7,496 6,545 5,784
Real Estate:
Commercial 7,948 8,500 9,881
Residential 896 600 1,677
Construction and other 459 723 976
Services and individuals 9,104 7,833 6,991
Consumer 2,778 3,105 2,345
-------------------------------------------------------------------------
28,681 27,306 27,654

Less allowance for possible loan loss (872) (856) (810)
-------------------------------------------------------------------------
Net Loans 27,809 26,450 26,844
-------------------------------------------------------------------------

Premises and equipment, net
(Notes 4 and 13) 1,643 1,654 1,563
Accrued interest receivable 574 622 699
Other real estate owned (Note 5) - - 209
Other assets 130 136 81
-------------------------------------------------------------------------
Total assets $62,660 $63,630 $62,546
=========================================================================

F-3
<PAGE> 95

WOODLAND BANCORP, INC.

CONSOLIDATED BALANCE SHEETS
(CONTINUED)
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1993 1992 1991
-------------------------------------------------------------------------
(Unaudited) (Unaudited)
(In Thousands, Except Share and Per Share Amounts)
-------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits (Note 8):
Demand and other noninterest bearing $13,933 $16,958 $15,258
NOW Accounts 9,298 9,486 7,681
Savings and individual retirement
accounts 4,041 4,591 4,583
Money market deposit accounts 12,224 10,105 9,307
Certificates of deposit 16,868 16,689 20,097
-------------------------------------------------------------------------
Total deposits 56,364 57,829 56,926
=========================================================================

Accrued interest, taxes and
expenses (Notes 6 and 7) 202 150 498

Declared but unpaid dividends - - 57
-------------------------------------------------------------------------
Total liabilities 56,566 57,979 57,481
-------------------------------------------------------------------------
Stockholders' equity (Notes 14 and 15)
Common stock, $.01 par value;
authorized - shares 450,000;
issued - shares 418,000 4 4 4
Capital surplus 1,735 1,735 1,735
Retained earnings (Note 9) 4,650 4,207 3,621
-------------------------------------------------------------------------
6,389 5,946 5,360
Less treasury stock, at cost -
36,777 shares (295) (295) (295)
-------------------------------------------------------------------------
Total stockholders' equity 6,094 5,651 5,065
-------------------------------------------------------------------------
Total Liabilities and
Stockholders' Equity $62,660 $63,630 $62,546
=========================================================================
See accompanying notes.
</TABLE>

F-4
<PAGE> 96
<TABLE>
WOODLAND BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------
1993 1992 1992 1991 1990
----------------------------------------------------------------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
(In Thousands, except per share amounts)
<S> <C> <C> <C> <C> <C>
Interest income:
Loans, including fees $1,830 $1,877 $2,478 $2,801 $2,750
Federal funds sold 62 40 54 91 239
Investment securities:
Taxable 784 908 1,178 1,562 1,710
Nontaxable 437 431 577 289 107
---------------------------------------------------------------------
Total interest income 3,113 3,256 4,287 4,743 4,806
---------------------------------------------------------------------
Interest expense:
Deposits 975 1,223 1,558 2,150 2,421
Federal funds purchased - 4 9 2 -
Other borrowed funds - - - 90 183
---------------------------------------------------------------------
Total interest expense 975 1,227 1,567 2,242 2,604
---------------------------------------------------------------------
Net interest income 2,138 2,029 2,720 2,501 2,202

Provision for possible loan
losses (Note 3) - - - - (335)
---------------------------------------------------------------------
Net interest income after
provision for possible
loan losses 2,138 2,029 2,720 2,501 1,867
---------------------------------------------------------------------
Other income:
Service charges 367 350 469 433 434
Gain on sales of investment
securities (Note 2) 15 73 78 179 10
Gain on sale of premises
(Note 13) - - - 551 -
Other operating income 309 306 439 320 229
---------------------------------------------------------------------
Total other income 691 729 986 1,483 673
---------------------------------------------------------------------
Other expenses:
Compensation and benefits
(Note 6) 980 949 1,360 1,260 1,064
Occupancy expense 281 259 341 316 314
Other operating expenses 613 603 777 817 779
---------------------------------------------------------------------
Total other expenses 1,874 1,811 2,478 2,393 2,157
---------------------------------------------------------------------

F-5
<PAGE> 97
WOODLAND BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME
(CONTINUED)
<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------
1993 1992 1992 1991 1990
----------------------------------------------------------------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
(In Thousands, except per share amounts)
Income before income taxes and
change in accounting principle $ 955 $ 947 $1,228 $1,591 $ 383
Income taxes (Note 7) (227) (227) (261) (479) (87)
---------------------------------------------------------------------
Income before cumulative effect of
change in accounting principle 728 720 967 1,112 296
Cumulative effect of change in
accounting for income
taxes (Note 1) - - - - 73
---------------------------------------------------------------------
Net income $ 728 $ 720 $ 967 $1,112 $ 369
=====================================================================
Earnings per share:
Income before cumulative effect
of change in accounting $1.91 $1.89 $2.54 $2.92 $0.77
Cumulative effect of change in
accounting for income taxes - - - - 0.20
---------------------------------------------------------------------
Net income $1.91 $1.89 $2.54 $2.92 $0.97
=============================================================================================================================
See accompanying notes.
</TABLE>

F-6
<PAGE> 98
<TABLE>
WOODLAND BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------
1993 1992 1992 1991 1990
------------------------------------------------------------------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
(In Thousands)
<S> <C> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net income $ 728 $ 720 $ 967 $ 1,112 $ 369
Adjustments to reconcile net income
to net cash provided by
operating activities:
Depreciation and amortization 113 90 134 113 104
Provision for possible loan
losses - - - - 335
Gain on sale of investment
securities (15) (73) (78) (179) (10)
Loss (gain) on sales of other
real estate - 26 26 (5) 6
Gain on sale of premises - - - (551) -
Net amortization (accretion)
of premium and discount
on investment securities (5) (30) (55) (115) 7
Decrease (increase) in
accrued interest receivable 48 19 77 - (38)
Decrease (increase) in other
assets 6 (242) (53) 71 23
Increase (decrease) in accrued
and other liabilities 52 (109) (348) 120 (42)
-----------------------------------------------------------------------
Net cash provided by
operating activities 927 401 670 566 754
-----------------------------------------------------------------------
INVESTING ACTIVITIES

Purchases of investment securities (8,450) (8,830) (11,481) (13,942) (19,892)
Proceeds from sales of investment
securities 1,398 2,583 3,287 6,160 2,000
Maturity calls and prepayments of
investment securities 5,718 4,379 6,462 8,004 11,021
Net decrease (increase) in loans (1,359) (2,866) 394 (1,828) (1,159)
Capital expenditures (102) (156) (227) (81) (54)
Net proceeds from sales of premises - - - 696 -
Proceeds from sales of other real
estate - 183 183 150 814
-----------------------------------------------------------------------
Net cash used in investing activities (2,795) (4,707) (1,382) (841) (7,270)
-----------------------------------------------------------------------

F-7
<PAGE> 99
WOODLAND BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(CONTINUED)

<CAPTION>
NINE MONTHS ENDED
SEPTEMBER 30, YEAR ENDED DECEMBER 31,
----------------------------------------------------------------------
1993 1992 1992 1991 1990
----------------------------------------------------------------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
(In Thousands)
FINANCING ACTIVITIES
Increase (decrease) in deposits $(1,465) $(4,077) $ 903 $ 5,046 $ 751
Net increase in Federal funds
purchased - 2,025 - - -
Payment on other borrowed funds - - - (1,267) (637)
Dividends paid (285) (286) (438) - -
-----------------------------------------------------------------------
Net cash provided by (used in)
financing activities (1,750) (2,338) 465 3,779 114
-----------------------------------------------------------------------
Net increase (decrease) in cash and
cash equivalents (3,618) (6,644) (247) 3,504 (6,402)
Cash and cash equivalents, beginning
of period 9,077 9,324 9,324 5,820 12,222
-----------------------------------------------------------------------
Cash and cash equivalents, end of
period $ 5,459 $ 2,680 $ 9,077 $ 9,324 $ 5,820
=======================================================================

Transfers of loans to real estate owned $ - $ - $ - $ 304 $ 822

Interest paid 994 1,160 1,650 2,215 2,564

Income taxes paid 217 520 552 318 48

Income taxes received - 14 15 - 2

See accompanying notes.
</TABLE>

F-8
<PAGE> 100
<TABLE>
WOODLAND BANCORP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<CAPTION>
COMMON STOCK TOTAL
---------------- CAPITAL TREASURY RETAINED STOCKHOLDERS'
SHARES AMOUNT SURPLUS STOCK EARNINGS EQUITY
------------------------------------------------------------------------
(In Thousands, except shares and per share amounts)
<S> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1989
(unaudited) 418,000 $ 4 $1,735 $(295) $2,197 $3,641
Net income (unaudited) - - - - 369 369
------------------------------------------------------------------------
Balance, December 31, 1990
(unaudited) 418,000 4 1,735 (295) 2,566 4,010
Net income (unaudited) - - - - 1,112 1,112
Dividends - $0.15 per share (unaudited) - - - - (57) (57)
------------------------------------------------------------------------
Balance, December 31, 1991
(unaudited) 418,000 4 1,735 (295) 3,621 5,065
Net income - - - - 967 967
Dividends - $1.00 per share - - - - (381) (381)
------------------------------------------------------------------------
Balance, December 31, 1992 418,000 4 1,735 (295) 4,207 5,651
Net income (unaudited) - - - - 728 728
Dividends - $0.75 per share (unaudited) - - - - (285) (285)
------------------------------------------------------------------------
Balance, September 30, 1993
(unaudited) 418,000 $ 4 $1,735 $(295) $4,650 $6,094
========================================================================
See accompanying notes.
</TABLE>

F-9
<PAGE> 101
WOODLAND BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1992 (AUDITED), 1991 AND 1990 (UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF FINANCIAL STATEMENT PRESENTATION

The consolidated financial statements present the accounts of
Woodland Bancorp, Inc. (Bancorp) and its wholly owned subsidiary,
Woodland Bank (Bank). All significant intercompany transactions
and balances have been eliminated in consolidation.

In preparing the financial statements, management is required to
make estimates and assumptions that affect the reported amounts of
assets and liabilities as of the date of the balance sheet and
revenues and expenses for the period. Actual results could differ
from those estimates.

CASH EQUIVALENTS

Bancorp includes as cash equivalents noninterest bearing deposits,
due from banks, all Federal funds sold and interest bearing deposits
in other banks.

INVESTMENT SECURITIES

Investment securities are stated at cost, adjusted for amortization
of premiums and accretion of discounts. Gains and losses on sales
of investment securities are determined by the specific
identification method. When management determines that securities
have been permanently impaired, losses are provided by establishing
a valuation allowance. (See Note 14.)

LOANS AND ALLOWANCE FOR POSSIBLE LOAN LOSSES

Loans are stated at the amount of unpaid principal, reduced by
unearned discount and an allowance for possible loan losses. The
provision for possible loan losses charged to income is based on
management's estimate of the amount required to maintain an
allowance adequate to reflect the risks in the loan portfolio,
giving consideration to existing economic conditions, independent
appraisals of real estate collateral, the Bank's loss experience in
relation to outstanding loans, changes in the loan portfolio and
other relevant factors.

Management believes that the allowance for possible losses on loans
and the carrying value of real estate owned are adequate. While
management uses available information to recognize losses on loans
and real estate owned, future additions to the allowance and
adjustments to the carrying values of other real estate owned may
be necessary based on changes in economic conditions on a national
basis especially in the Bank's primary market area, Tulsa,
Oklahoma. In addition, regulatory agencies, as an integral part of
their examination process, periodically review the Bank's allowance
for possible losses on loans and real estate owned. Such agencies
may require changes to the allowance and adjustments to the
carrying value of real estate owned based on their judgments of
information available to them at the time of their examination.

F-10
<PAGE> 102
WOODLAND BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1992 (AUDITED), 1991 AND 1990 (UNAUDITED)

1. CONTINUED

BANK PREMISES AND EQUIPMENT

Bank premises and equipment, including leasehold improvements, are
stated at cost less accumulated depreciation and amortization.
Depreciation and amortization are provided principally by the
straight-line method based on the following useful lives:
buildings - 38 years and furniture, fixtures and equipment - 3 to
10 years. Maintenance and repairs are charged to expense as
incurred, while improvements are capitalized.

INCOME RECOGNITION

Interest income is recognized on the interest method. The accrual
of interest is reduced or discontinued if collectibility of such is
considered doubtful, and all previously accrued but unpaid interest
is reversed at that time.

INCOME TAXES

Bancorp and its subsidiary file consolidated income tax returns.
Income tax expense or benefit is allocated to its subsidiary on the
basis of its taxable income or loss included in the consolidated
return. Deferred income taxes are provided on certain transactions
which are reported for financial reporting purposes in different
periods than for income tax purposes primarily related to loan
losses. On January 1, 1990, Bancorp adopted Statement of Financial
Accounting Standard No. 96, "Accounting for Income Taxes," the
effect of the adoption of this standard, on a cumulative basis, was
a $73,000 (unaudited) credit to income. Bancorp adopted Statement
of Financial Accounting Standard No. 109, "Accounting For Income Taxes,"
effective January 1, 1992, the effect of which was not significant.

EARNINGS PER SHARE

Earnings per share computations are based on the weighted average
number of common shares outstanding during the year.

OTHER REAL ESTATE OWNED

Real estate and other collateral acquired in settlement of debt are
recorded at the lower of fair value at the time of acquisition or
realizable value at the balance sheet date. Loan losses, if any,
arising from the acquisition of loan related assets are charged
against the allowance for possible loan losses. Gains or losses
from the subsequent disposition of the assets are reflected in
current operations.

F-11
<PAGE> 103

WOODLAND BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1992 (AUDITED), 1991 AND 1990 (UNAUDITED)

1. CONTINUED

RELATED PARTY TRANSACTIONS

Certain directors, executive officers and principal shareholders of Bancorp
and the Bank, and businesses in which they have significant interests,
maintain normal depository arrangements with the Bank and have
borrowed funds from the Bank. In management's opinion, these
arrangements are all on substantially the same terms, including
interest rates and collateral, as those prevailing for comparable
transactions with unrelated parties and do not involve more than
the normal risk of collectibility or present other unfavorable
features.

2. INVESTMENT SECURITIES

<TABLE>
Securities held at December 31, 1992 and 1991 are summarized as follows:
<CAPTION>
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
----------------------------------------------------------------
(In Thousands)
<S> <C> <C> <C> <C>
1992
U.S. Government $ 6,000 $ 91 $ (6) $ 6,085
U.S. Government agencies
and corporations 3,816 39 (14) 3,841
Municipals and other
tax exempt 10,184 290 (10) 10,464
Mortgage-backed securities 1,064 12 (6) 1,070
Corporate bonds and other 4,627 130 (23) 4,734
----------------------------------------------------------------
$25,691 $562 $ (59) $26,194
================================================================
1991 (UNAUDITED)
U.S. Government $ 5,253 $154 $ (13) $ 5,394
U.S. Government agencies
and corporations 5,003 17 - 5,020
Municipals and other
tax exempt 8,736 77 (122) 8,691
Mortgage-backed securities 256 - - 256
Corporate bonds and other 4,578 156 - 4,734
----------------------------------------------------------------
$23,826 $404 $(135) $24,095
</TABLE>

<TABLE>
The amortized cost and estimated market value of debt securities at
December 31, 1992 and 1991, by maturity, are shown below.
Maturities differ from contractual maturities because of put or
call options (at par).

F-12
<PAGE> 104
WOODLAND BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1992 (AUDITED), 1991 AND 1990 (UNAUDITED)

2. CONTINUED
<CAPTION>
1992 1991
------------------------------- -----------------------------
ESTIMATED ESTIMATED
AMORTIZED MARKET AMORTIZED MARKET
COST VALUE COST VALUE
------------------------------------------------------------------
(Unaudited)
(In Thousands)

<S> <C> <C> <C> <C>
Due in one year or less $ 3,044 $ 3,111 $ 5,361 $ 5,458
Due after one year through
five years 13,398 13,561 9,800 9,970
Due after five years through
ten years 7,590 7,829 7,116 7,105
Due after ten years 595 623 1,293 1,306
------------------------------------------------------------------
24,627 25,124 23,570 23,839
Mortgage-backed securities 1,064 1,070 256 256
------------------------------------------------------------------
$25,691 $26,194 $23,826 $24,095
===================================================================
</TABLE>

Proceeds from sales of investments in debt securities during the
years ended December 31, 1992, 1991 and 1990, were $3,287,000,
$6,160,000 and $2,000,000, respectively. Gross realized gains of
$85,000, $182,000 and $10,000, and gross realized losses of
$7,000, $3,000 and none, were realized on sales for the years
ended December 31, 1992, 1991 and 1990, respectively.

Bancorp has the intent and the ability to hold all investment
securities to maturity.

At December 31, 1992 and 1991, investment securities with carrying
values aggregating approximately $1,609,000 and $2,194,000,
respectively, were pledged as collateral on public and trust funds
on deposit and for other purposes required by law or written
agreement.

F-13
<PAGE> 105
WOODLAND BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1992 (AUDITED), 1991 AND 1990 (UNAUDITED)

3. LOANS AND ALLOWANCE FOR POSSIBLE LOAN LOSSES

<TABLE>
The carrying amounts by category consisted of the following at
December 31, 1992 and 1991, respectively (in thousands).

<CAPTION>
1992 1991
----------------------------------------------------
(Unaudited)
<S> <C> <C>
Loans:
Commercial and financial $ 6,545 $ 5,784
Real estate:
Commercial 8,500 9,881
Residential 600 1,677
Construction and other 723 976
Services and individuals 7,833 6,991
Consumer 3,105 2,345
----------------------------------------------------
27,306 27,654
Less allowance for
possible loan
losses (856) (810)
----------------------------------------------------

Net loans $26,450 $26,844
====================================================
</TABLE>

<TABLE>
An analysis of the changes in the allowance for possible loan
losses follows (in thousands):

<CAPTION>
DECEMBER 31,
----------------------------------------------------
1992 1991 1990
----------------------------------------------------
(Unaudited)
<S> <C> <C> <C>
Balance at beginning of year $810 $761 $649
Provision charged against income - - 335
Loan recoveries 91 133 54
Loan charge-offs (45) (84) (277)
----------------------------------------------------
Balance at end of year $856 $810 $761
====================================================
</TABLE>

F-14
<PAGE> 106
WOODLAND BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1992 (AUDITED), 1991 AND 1990 (UNAUDITED)

3. CONTINUED

The aggregate amounts of loans on which the accrual of interest had
been reduced or discontinued amounted to $56,000 and $196,000 at
December 31, 1992 and 1991 (unaudited), respectively. The related
amounts received and recognized as interest income on these loans
were none and $43,000 for the years ended December 31, 1992 and
1991 (unaudited), respectively. If the contractual interest on
these loans had been recognized, such income would have been
$13,000 and $91,000 for the years ended December 31, 1992 and 1991
(unaudited), respectively. Loans which were contractually past due
ninety days and more as to the payment of principal or interest
amounted to $25,000 and $6,000 at December 31, 1992
and 1991 (unaudited), respectively.

<TABLE>
Aggregate loan transactions involving shareholders, executive
officers and directors of Bancorp and its subsidiary for the year
ended December 31, 1992 are summarized below (in thousands).

<S> <C>
Balance at beginning of year $ 5,603
New loans and advances 2,309
Repayments (3,577)
-------
Balance at end of year $ 4,335
=======
</TABLE>

There were no loans involving shareholders, executive officers and
directors that were on nonaccrual or past due 90 days and still
accruing interest as of December 31, 1992.

4. BANK PREMISES AND EQUIPMENT

<TABLE>
A summary of bank premises and equipment follows (in thousands):

<CAPTION>
DECEMBER 31,
----------------------------------------------------
1992 1991
----------------------------------------------------
(Unaudited)
<S> <C> <C>
Land $ 341 $ 341
Buildings 1,575 1,568
Furniture, fixtures and
equipment 1,162 988
----------------------------------------------------
3,078 2,897
Less accumulated depreciation
and amortization (1,424) (1,334)
----------------------------------------------------
$ 1,654 $ 1,563
====================================================
</TABLE>

F-15
<PAGE> 107
WOODLAND BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1992 (AUDITED), 1991 AND 1990 (UNAUDITED)

5. OTHER REAL ESTATE OWNED

<TABLE>
An analysis of the changes in other real estate owned follows (in
thousands):

<CAPTION>
DECEMBER 31,
--------------------------------------------
1992 1991
--------------------------------------------
(Unaudited)
<S> <C> <C>
Balance at beginning of year $ 209 $ 50
Transfers from loans - 304
Proceeds from sale (183) (150)
Gains (losses) on sales, including
amounts charged-off (26) 5
--------------------------------------------
Balance at end of year $ - $ 209
============================================
</TABLE>

6. EMPLOYEE BENEFIT PLANS

Bancorp maintains a noncontributory incentive compensation plan for
Board designated participants. Annually, bonuses are determined by
Bancorp's Board of Directors based on current operating results.
Bonuses for certain participants are vested immediately and paid,
while others are 30% deferred and retained by the Bank for the
participant. Deferred amounts vest over a five year period. The
provision for incentive compensation expense charged to expense
amounted to $64,000 in 1992 and $46,000 in 1991 (unaudited).
There was no provision for 1990.

In addition, Bancorp has a 401(k) (defined contribution) plan whereby
all employees 21 years of age that have completed one year of srevice
(i.e., 1,000 hours) may defer from 1% to 14% of their salary. Bancorp
will match 50% of such deferrals up to 4% and may elect to make a
discretionary contribution. Employees fully vest in the Company's
contributions within six years. All contributions are made to the Trustee,
The Trust Company of Oklahoma of Tulsa, and invested in alternatives
selected by the employee. Contribution matching charged to expense during
1992, 1991 (unaudited) and 1990 (unaudited) was $43,000, $29,000 and
$19,000, respectively.

Bancorp does not provide employees or retirees with postretirement
or postemployment benefits other than the plans discussed above.

F-16
<PAGE> 108
WOODLAND BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1992 (AUDITED), 1991 AND 1990 (UNAUDITED)

<TABLE>
7. INCOME TAXES

A reconciliation of the provision for Federal income tax expense to
income tax expense computed by applying the Federal statutory rate
of 34% in 1992, 1991, and 1990 to income before Federal income tax
expense is as follows:
<CAPTION>
1992 1991 1990
----------------------------------------------------------
(Unaudited)
(In Thousands)
<S> <C> <C> <C>
Provision for Federal income taxes
at the statutory rate $ 418 $ 541 $130

Tax exempt income (191) (102) (49)

State income taxes, net of Federal
tax benefit 32 45 --

Other, net 2 (5) (5)
----------------------------------------------------------
Total $261 $479 $87
==========================================================
</TABLE>

F-17
<PAGE> 109

WOODLAND BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1992 (AUDITED), 1991 AND 1990 (UNAUDITED)

<TABLE>
7. CONTINUED

The current and deferred portions of income tax expense are as follows:
<CAPTION>
1992 1991 1990
----------------------------------------------------------
(Unaudited)
(In Thousands)
<S> <C> <C> <C>
Current tax expense:
Federal $221 $413 $188
State 47 69 17
----------------------------------------------------------
268 482 205

Deferred taxes resulting from:

Provision for possible loan losses -- -- (88)

Depreciation (1) 1 12

Accrual versus "as paid" items (6) (24) (36)

Other -- 20 (6)
----------------------------------------------------------
Deferred tax benefit (7) (3) (118)
----------------------------------------------------------
Provision for income taxes $261 $479 $87
==========================================================
</TABLE>

The components of the deferred tax assets and liabilities at December 31, 1992
are as follows (in thousands):

<TABLE>
<CAPTION>
<S> <C>
Deferred tax assets:

Deferred bad debt deductions $ 97

Other 30
--------------

Total deferred tax assets 127

Deferred tax liabilities:

Accelerated depreciation deductions 125
--------------
Total deferred tax liabilities 125
--------------
Net deferred tax asset $ 2
==============
</TABLE>

F-18
<PAGE> 110
WOODLAND BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1992 (AUDITED), 1991 AND 1990 (UNAUDITED)

<TABLE>
8. DEPOSITS

The carrying amounts of deposits consisted of the following at
December 31, 1992 and 1991:
<CAPTION>
1992 1991
--------------------------------------
(Unaudited)
(in thousands)
<S> <C> <C>
Noninterest bearing:

Demand and other $16,958 $15,258

Interest bearing:

NOW Accounts 9,486 7,681

Savings and individual
retirement accounts 4,591 4,583

Money market deposit accounts 10,105 9,307

Certificates of deposit:

under $100,000 8,316 10,252

$100,000 or more 8,373 9,845
--------------------------------------
Total deposits $57,829 $56,926
======================================
</TABLE>

9. DIVIDENDS FROM SUBSIDIARY BANK

Dividends paid by the Bank are the primary source of funds
available to Bancorp for the payment of dividends to its
shareholders and for other cash requirements. Applicable state
statutes and regulations impose restrictions on the amounts of
dividends that may be declared by a bank. At December 31, 1992,
the Bank had approximately $445,000 of undivided profits available
for the payment of dividends without prior approval of the State
Banking Commissioner.

10. LOAN COMMITMENTS AND STANDBY LETTERS OF CREDIT

The Bank is, in the normal course of business, a party to financial
instruments with off-balance-sheet risk to meet the financing needs
of its customers. These financial instruments include commitments
to extend credit and standby letters of credit. Those instruments
may involve, to varying degrees, elements of credit and interest
rate risk in excess of the amount recognized in the consolidated
balance sheet. The contractual amounts of those instruments
reflect the extent of involvement The Bank has in particular classes
of financial instruments.

F-19
<PAGE> 111
WOODLAND BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1992 (AUDITED), 1991 AND 1990 (UNAUDITED)

10. CONTINUED

The Bank's exposure to credit loss in the event of nonperformance by
the other party to the financial instrument for commitments to
extend credit and standby letters of credit is represented by the
contractual amount of those instruments. The Bank uses the same
credit policies in making commitments and conditional obligations
as it does for on-balance-sheet instruments. At December 31, 1992,
financial instruments with contractual amounts to extend credit
are as follows:

Commitments $8,327,000
Standby letters of credit 51,000

Commitments to extend credit are agreements to lend to a customer
if all conditions established in the commitment are fulfilled
during the period in which the commitment is in effect.
Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Because
certain of the commitments are expected to expire without being
drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The Bank evaluates each
customer's creditworthiness on a case-by-case basis. The amount of
collateral obtained, if deemed necessary upon extension of credit,
is based on management's credit evaluation of the customer.
Collateral held varies, but may include commercial and residential
real estate, accounts receivable, inventory and equipment, and
securities.

Standby letters of credit are conditional commitments issued by the
Bank to guarantee the performance of a customer to a third party.
The credit risk involved in issuing letters of credit is
essentially the same as that involved in extending loans to
customers.

At December 31, 1992, all of Bancorp's credit commitments expire in
less than five years.

In the ordinary course of business, there are various legal
proceedings against Bancorp and its subsidiary. Management, after
consultation with legal counsel, is of the opinion that the
ultimate resolution of these proceedings will have no material
adverse effect on the consolidated financial position of Bancorp.

F-20
<PAGE> 112
WOODLAND BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1992 (AUDITED), 1991 AND 1990 (UNAUDITED)

11. CONCENTRATIONS OF CREDIT RISK

The Bank primarily originates or participates in loans to
individuals and businesses in its local lending area of Tulsa,
Oklahoma. Lending within the commercial and real estate markets is
distributed among a variety of industries and activities to
maintain a diversified loan portfolio. Senior management closely
monitors concentrations to single industries and individual
customers and actively participates within their lending area.
The Bank has written policies that require security for loans
including liens on residential mortgage loans. In addition,
policies and procedures are in place to assess the credit-
worthiness of borrowers for all loans and commitments. Borrowers'
ability to honor their loan contracts can be largely dependent upon
the economic conditions within their market areas and on a national
level.

12. LEASE COMMITMENTS

Rental expense related to premises and equipment amounted to
$16,000, $13,000 and $12,000, for the years ended December 31,
1992, 1991 and 1990, respectively. At December 31, 1992, the Bank
was obligated under a noncancelable operating lease agreement for its
extended facility. Future minimum rental payments required under this
lease are $295,000 with renewal options.

13. GAIN ON SALE OF PREMISES

During 1991, Bancorp sold an excess land parcel adjacent to the
bank facility for $750,000 resulting in a gain of $551,000.

14. STATEMENT OF FINANCIAL ACCOUNTING STANDARD NO. 115, "ACCOUNTING
FOR CERTAIN INVESTMENTS IN DEBT AND EQUITY SECURITIES" (SFAS NO. 115)

Effective January 1, 1994, Bancorp must adopt SFAS No. 115 which
requires that investments be classified in three categories and
accounted for as follows: held-to-maturity securities reported at
amortized cost, trading securities reported at fair value, with
unrealized gains and losses included in earnings, and available-
for-sale securities reported at fair value, with unrealized gains
and losses shown as a separate component of shareholders' equity.

Assuming Bancorp adopted the standard effective December 31, 1992,
and considered all investment securities as available-for-sale,
stockholders' equity would have increased $332,000.

F-21
<PAGE> 113
WOODLAND BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1992 (AUDITED), 1991 AND 1990 (UNAUDITED)

15. SUBSEQUENT EVENT

On November 6, 1993, Bancorp entered into a merger agreement with Boatmen's
Bancshares, Inc. ("Boatmen's") which, at September 30, 1993, had consolidated
assets of $25.3 billion and shareholders' equity of $2.0 billion, making it
the largest banking holding company in Missouri. Boatmen's operate
from over 400 locations in Missouri, Arkansas, Illinois, Iowa,
Kansas, New Mexico, Oklahoma, Tennessee, and Texas. The
merger agreement calls for the shareholders of Bancorp to receive
1.08 shares of Boatmen's common stock
for each share of Bancorp. The merger is contingent upon approval of
various regulatory agencies and the shareholders of Bancorp and, if approved,
is expected to close in the first quarter of 1994.

16. CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY

Following is condensed financial information of the parent company
(Bancorp) as of December 31, 1992 and 1991, and for the years ended
December 31, 1992, 1991 and 1990.
<TABLE>
Condensed Balance Sheets
December 31, 1992 and 1991
<CAPTION>
1992 1991
----------------------------------
(Unaudited)
(In Thousands)
<S> <C> <C>
Assets

Cash $ 362 $ 305

Investment in subsidiary 5,252 4,865

Other assets 39 220
----------------------------------
Total assets $5,653 $5,390
==================================
LIABILITIES AND STOCKHOLDERS' EQUITY

Payables $ 2 $ 325

Stockholders' equity 5,651 5,065
----------------------------------
Total liabilities and
stockholders' equity $5,653 $5,390
==================================
</TABLE>

F-22
<PAGE> 114
WOODLAND BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1992 (AUDITED), 1991 AND 1990 (UNAUDITED)

16. CONTINUED
<TABLE>
Condensed Statements of Income
Years Ended December 31, 1992, 1991 and 1990
<CAPTION>
1992 1991 1990
--------------------------------------------
(Unaudited)
(In Thousands)
<S> <C> <C> <C>
Revenue:

Interest income $ 11 $ 6 $ 6

Dividends received from subsidiary bank 572 740 500

Dividends received from real estate
subsidiary -- 360 --

Other 6 1 --
------------------------------------------------------
Total revenue 589 1,107 506

Expenses:

Interest -- 89 167

Other 1 2 --
------------------------------------------------------
Total expenses 1 91 167
------------------------------------------------------
Income before income tax expense
and undistributed earnings of
subsidiary bank 588 1,016 339

(Provision) benefit for income taxes (7) 32 69
------------------------------------------------------
Income before undistributed earnings (loss)
of subsidiary bank and real estate
subsidiary 581 1,048 408

Undistributed earnings (losses) of:
Subsidiary bank 386 104 (45)

Real estate subsidiary -- (40) 6
------------------------------------------------------
Net income $967 $1,112 $369
======================================================
</TABLE>

F-23
<PAGE> 115

EXHIBIT A
==============================================================================

AGREEMENT AND PLAN OF MERGER

by and among

WOODLAND BANCORP, INC.
an Oklahoma corporation

and

BOATMEN'S BANCSHARES, INC.
a Missouri corporation

and

BOATMEN'S OKLAHOMA, INC.
a Missouri corporation

Dated November 6, 1993

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

<PAGE> 116

TABLE OF CONTENTS
-----------------
Page
----

ARTICLE ONE TERMS OF THE MERGER & CLOSING. . . . . . . . . . A-1

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 COMPANY . . . . . . . . . . . A-4

Section 2.01. Organization and Capital Stock . . . . . . . . . . A-4
Section 2.02. Authorization; No Defaults . . . . . . . . . . . . A-5
Section 2.03. Subsidiary . . . . . . . . . . . . . . . . . . . . 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. Investment Portfolio . . . . . . . . . . . . . . . A-6
Section 2.12. Loan Portfolio . . . . . . . . . . . . . . . . . . A-7
Section 2.13. Employee Matters and ERISA . . . . . . . . . . . . A-7
Section 2.14. Title to Properties; Insurance . . . . . . . . . . A-8
Section 2.15. Environmental Matters. . . . . . . . . . . . . . . A-8
Section 2.16. Compliance with Law. . . . . . . . . . . . . . . . A-9
Section 2.17. Brokerage. . . . . . . . . . . . . . . . . . . . . A-9
Section 2.18. Statements True and Correct. . . . . . . . . . . . A-9

ARTICLE THREE REPRESENTATIONS OF BOATMEN'S AND ACQUISITIONCO. . . A-10

Section 3.01. Organization and Capital Stock . . . . . . . . . . A-10
Section 3.02. Authorization. . . . . . . . . . . . . . . . . . . A-10
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-11
Section 3.07. Reports. . . . . . . . . . . . . . . . . . . . . . A-11
Section 3.08. Compliance With Law. . . . . . . . . . . . . . . . A-12
Section 3.09. Statements True and Correct. . . . . . . . . . . . A-12

A-i
<PAGE> 117

ARTICLE FOUR AGREEMENTS OF COMPANY. . . . . . . . . . . . . . A-12

Section 4.01. Business in Ordinary Course. . . . . . . . . . . . A-12
Section 4.02. Breaches . . . . . . . . . . . . . . . . . . . . . A-14
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. Subsidiary Bank Merger . . . . . . . . . . . . . . A-17
Section 4.10. Access to Information. . . . . . . . . . . . . . . A-17

ARTICLE FIVE AGREEMENTS OF BOATMEN'S AND ACQUISITIONCO. . . . A-17

Section 5.01. Regulatory Approvals and Registration Statement. . A-17
Section 5.02. Breaches . . . . . . . . . . . . . . . . . . . . . A-18
Section 5.03. Consummation of Agreement. . . . . . . . . . . . . A-18
Section 5.04. Directors and Officers' Liability Insurance and
Indemnification . . . . . . . . . . . . . . . . . A-18
Section 5.05. Employee Benefits. . . . . . . . . . . . . . . . . A-19
Section 5.06. Access to Information. . . . . . . . . . . . . . . A-19

ARTICLE SIX CONDITIONS PRECEDENT TO THE MERGER . . . . . . . A-19

Section 6.01. Conditions to Boatmen's Obligations. . . . . . . . A-19
Section 6.02. Conditions to Company's Obligations. . . . . . . . A-20

ARTICLE SEVEN TERMINATION OR ABANDONMENT . . . . . . . . . . . A-21

Section 7.01. Mutual Agreement . . . . . . . . . . . . . . . . . A-21
Section 7.02. Breach of Agreements . . . . . . . . . . . . . . . A-22
Section 7.03. Environmental Reports. . . . . . . . . . . . . . . A-22
Section 7.04. Failure of Conditions. . . . . . . . . . . . . . . A-22
Section 7.05. Approval Denial. . . . . . . . . . . . . . . . . . A-22
Section 7.06. Shareholder Approval Denial. . . . . . . . . . . . A-22
Section 7.07. Regulatory Enforcement Matters . . . . . . . . . . A-22
Section 7.08. Boatmen's Average Price. . . . . . . . . . . . . . A-22
Section 7.09. Automatic Termination. . . . . . . . . . . . . . . A-23
Section 7.10. Due Diligence Review . . . . . . . . . . . . . . . A-24
Section 7.11. Termination Fee. . . . . . . . . . . . . . . . . . A-24

ARTICLE EIGHT GENERAL. . . . . . . . . . . . . . . . . . . . . A-24

Section 8.01. Confidential Information . . . . . . . . . . . . . A-24
Section 8.02. Publicity. . . . . . . . . . . . . . . . . . . . . A-25
Section 8.03. Return of Documents. . . . . . . . . . . . . . . . A-25
Section 8.04. Notices. . . . . . . . . . . . . . . . . . . . . . A-25
Section 8.05. Liabilities. . . . . . . . . . . . . . . . . . . . A-26

A-ii
<PAGE> 118
Section 8.06. Nonsurvival of Representations, Warranties and
Agreements . . . . . . . . . . . . . . . . . . . . A-26
Section 8.07. Entire Agreement . . . . . . . . . . . . . . . . . A-26
Section 8.08. Headings and Captions. . . . . . . . . . . . . . . A-26
Section 8.09. Waiver, Amendment or Modification. . . . . . . . . A-26
Section 8.10. Rules of Construction. . . . . . . . . . . . . . . A-26
Section 8.11. Counterparts . . . . . . . . . . . . . . . . . . . A-27
Section 8.12. Successors and Assigns . . . . . . . . . . . . . . A-27
Section 8.13. Governing Law; Assignment. . . . . . . . . . . . . A-27

EXHIBIT 1.09(a) - Company's Legal Opinion
EXHIBIT 1.09(b) - Boatmen's Legal Opinion
EXHIBIT 4.08 - Affiliates Agreement
EXHIBIT 7.08 - Index Group

A-iii
<PAGE> 119
AGREEMENT AND PLAN OF MERGER
-----------------------------

This is an AGREEMENT AND PLAN OF MERGER (this "Agreement") made as
of November 6, 1993, by and among BOATMEN'S BANCSHARES, INC., a Missouri
corporation ("Boatmen's"), BOATMEN'S OKLAHOMA, INC., a Missouri
corporation ("AcquisitionCo"), and WOODLAND BANCORP, INC., an Oklahoma
corporation ("Company").

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 Oklahoma General Corporation Act (the "Oklahoma
Corporate Law") and the General and Business Corporation Law of Missouri
(the "Missouri Corporate Law"), Company shall merge with and into
AcquisitionCo (the "Merger").

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

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

SECTION 1.04. EFFECT OF THE MERGER. The Merger shall have all of
------------ --------------------
the effects provided by the Oklahoma Corporate Law and the Missouri
Corporate Law. It is the understanding of the parties that the Merger
shall constitute a reorganization within the provisions of
Section 368(a)(2)(D) of the Internal Revenue Code of 1986, as amended (the
"Code").

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

(a) At the Effective Time (as defined below), each share of common
stock, par value $0.01, of Company issued and outstanding immediately
prior to the Effective Time, other than shares the holders of which have
duly exercised and perfected their appraisal rights under the Corporate
Law, shall be converted into the right to receive 1.08 shares 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 Company
Common who would otherwise be entitled to a fractional share interest
(after taking into account all shares of Company Common held by such
holder) shall be paid an amount in cash equal to the product of such
fractional share interest and the average closing price of a share of
Boatmen's Common on the National Association of Securities Dealers
Automated Quotation System - National Market System ("NASDAQ") on the five
(5) trading days immediately preceding the date on which the Effective
Time occurs.

A-1
<PAGE> 120
(b) At the Effective Time, all of the shares of Company 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 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 Company 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 or with respect to holders who have perfected their appraisal
rights, their rights pursuant to the Oklahoma Corporate Law.

(c) At the Effective Time, each share of Company Common, if any,
held in the treasury of Company or by any direct or indirect subsidiary of
Company (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 Company 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 Company Common will be converted pursuant to
subsection (a) above will be appropriately and proportionately adjusted so
that each shareholder of Company shall be entitled to receive such
fraction of a share or 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 Company Common are entitled to dissent from the
Agreement and Merger under the Corporate Law, any issued and outstanding
shares of Company 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 Oklahoma Corporate Law; provided, however, that each share
of Company 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 of appraisal shall have only
such rights as are provided under Oklahoma Corporate Law.

SECTION 1.06. THE CLOSING. The closing of the Merger (the
------------ -----------
"Closing") shall take place at the offices of the Company's counsel,
Huffman Arrington Kihle Gaberino & Dunn, P.C., 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

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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 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) At any time following six months after the Effective Time,
Boatmen's shall be entitled to terminate the Exchange Agent relationship,
and thereafter holders of Certificates shall be entitled to look only to
Boatmen's (subject to abandoned property, escheat or other similar laws)
with respect to the Merger Consideration issuable upon surrender of their
Certificates.

(d) 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. The Closing shall take place on the
------------ ------------
first business day of the month following 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 Company and Boatmen's may agree (the "Closing Date"). The
Merger shall be effective upon the filing of a Certificate of Merger with
the Secretary of State of the State of Missouri (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, Company shall deliver to Boatmen's and
AcquisitionCo:

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

(ii) a Certificate signed by an appropriate officer of Company
stating that (A) each of the representations and warranties contained
in Article Two is true and correct in all material respects at the
time of the Closing with the same force and effect as if such
representations and warranties had been made at Closing, and (B) all
of the conditions set forth in Section 6.01(b) have been satisfied
or waived as provided therein;

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(iii) a certified copy of the resolutions of Company'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 Oklahoma Secretary of State, dated a
recent date, stating that Company is in good standing; and

(v) a legal opinion from counsel for Company in the form
attached hereto as Exhibit 1.09(a).

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

(i) a Certificate signed by an appropriate officer of
Boatmen's and AcquisitionCo stating that (A) each of the
representations and warranties contained in Article Three is true and
correct in all material respects at the time of the Closing with the
same force and effect as if such representations and warranties had
been made at Closing and (B) all of the conditions set forth in
Section 6.02(b) and 6.02(d) (but only with respect to approvals other
than by the Company's shareholders) have been satisfied;

(ii) a certified copy of the resolutions of Boatmen's Board
of Directors or Executive Committee authorizing the execution of this
Agreement and the consummation of the transactions contemplated
hereby, including the issuance of Boatmen's Common pursuant to the
Merger;

(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 the form
attached hereto as Exhibit 1.09(b).

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

REPRESENTATIONS OF COMPANY
--------------------------

Company hereby makes the following representations and warranties:

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

(a) Company is a corporation duly organized, validly existing and
in good standing under the laws of the State of Oklahoma 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.

(b) The authorized capital stock of Company consists of 450,000
shares of Company Common, of which, as of the date hereof, 381,223 shares
are issued and outstanding. All of the issued and outstanding shares of
Company Common are duly and validly issued and outstanding and are fully
paid and non-assessable. None of the outstanding shares of Company Common
has been issued in violation of any preemptive rights of the current or
past stockholders of Company.

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<PAGE> 123
(c) Except as set forth in Section 2.01(b) hereof, there are no
shares of capital stock or other equity securities of Company 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 the capital stock
of Company or contracts, commitments, understandings or arrangements by
which Company 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.

SECTION 2.02. AUTHORIZATION; NO DEFAULTS. Company'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 Company of its obligations
hereunder. Nothing in the articles of incorporation or bylaws of Company,
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 the Company's banking subsidiary, Woodland
Bank (the "Bank"), are bound or subject which is material to Company and
the Bank taken as a whole or to the Merger would prohibit or inhibit
Company 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 Company and constitutes a legal, valid and
binding obligation of Company, enforceable against Company in accordance
with its terms, subject to the conditions hereto. Company and the Bank
are not in default under or 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
Company and the Bank taken as a whole.

SECTION 2.03. SUBSIDIARY. The Bank is duly organized, validly
------------ ----------
existing and in good standing under the banking laws of Oklahoma and has
the corporate power to own its properties and assets, to incur its lia-
bilities and to carry on its business as now being conducted. The Bank
has 400,000 shares of common stock issued and outstanding, all of which
shares are owned by Company, free and clear of all liens, encumbrances,
rights of first refusal, options or other restrictions of any nature
whatsoever. There are no options, warrants or rights outstanding to
acquire any capital stock of the Bank and no person or entity has any
other right to purchase or acquire any unissued shares of stock of the
Bank, nor does the Bank have any obligation of any nature with respect to
its unissued shares of stock. Except as may be disclosed in Section 2.03
of that certain confidential writing delivered by Company to Boatmen's and
executed by both Company and Boatmen's concurrently with the delivery and
execution of this Agreement (the "Disclosure Schedule"), the Company has
no subsidiaries other than the Bank and owns no shares of capital stock of
any other corporation. The Bank has no subsidiaries and owns no shares of
capital stock of any corporation. Neither Company nor Bank is a
participant in any partnership, joint venture or other unincorporated
business association.

SECTION 2.04. FINANCIAL INFORMATION. The unaudited consolidated
------------ ---------------------
balance sheets of Company and the Bank as of December 31, 1992 and 1991
and related consolidated income statements and statements of changes in
shareholders' equity and of cash flows for the three years ended
December 31, 1992, together with the notes thereto, set forth as Section
2.04 of the Disclosure Schedule, and the unaudited consolidated balance
sheets of Company and the Bank as of June 30, 1993, and the related
unaudited consolidated income statements and statements of charges in
shareholders' equity and cash flows for the six months then ended, and the
year-end and quarterly Reports of Condition and Report of Income of the
Bank for 1992 and June 30, 1993, as filed with the Federal Deposit
Insurance Corporation ("FDIC"), also set forth as part of Section 2.04 of
the Disclosure Schedule (together, the "Company Financial Statements"),
have been prepared in accordance 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
Bank's reports) and fairly present the financial position and the results of

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<PAGE> 124
operations, changes in shareholders' equity and cash flows of the
respective entity (on a consolidated basis with respect to the Company) 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, 1992, there
------------ ------------------
has not been any material adverse change in the financial condition, the
results of operations or the business or prospects of Company and the Bank
taken as a whole, which would not include any changes that affect the
banking industry generally, nor have there been any events or transactions
having such a material adverse effect which should be disclosed in order
to make the Company Financial Statements not misleading. Since
February 26, 1993, there has been no material adverse change in the
financial condition, the results of operations or the business of the
Bank, which would not include any changes that affect the banking industry
generally.

SECTION 2.06. REGULATORY ENFORCEMENT MATTERS. Except as may be
------------ ------------------------------
disclosed in Section 2.06 of the Disclosure Schedule, neither Company nor
the Bank 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 Company or the Bank.

SECTION 2.07. TAX MATTERS. Company's consolidated federal income
------------ -----------
tax returns have been audited through the fiscal year ended December 31,
1989. Company and the Bank 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 presented therein. All provisions for accrued but unpaid taxes
contained in the Company 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 knowledge of Company, threatened,
against Company or the Bank, or of which the property of Company or the
Bank is or would be subject.

SECTION 2.09. EMPLOYMENT AGREEMENTS. Except as may be disclosed in
------------ ---------------------
Section 2.09 of the Disclosure Schedule, neither Company nor the Bank is
a party to or bound by any written contract for the employment, retention
or engagement of any officer, employee, agent, consultant or other person
or entity which, by its terms, is not terminable by Company or the Bank on
thirty (30) days or less written notice without the payment of any amount
by reason of such termination. A true, accurate and complete copy of each
such agreement disclosed in Section 2.09 of the Disclosure Schedule is
included therewith.

SECTION 2.10. REPORTS. Except as may be disclosed in Section 2.10
------------ -------
of the Disclosure Schedule, since January 1, 1991, the Company and the
Bank have filed all reports and statements, together with any amendments
required to be made with respect thereto, that either of them was required
to file with (i) the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board"), (ii) the FDIC, (iii) any applicable state
banking or securities authorities, and (iv) any other governmental
authority with jurisdiction over Company or the Bank. 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

A-6
<PAGE> 125
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. INVESTMENT PORTFOLIO. All United States Treasury
------------ --------------------
securities, obligations of other United States Government agencies and
corporations, obligations of States and political subdivisions of the
United States and other investment securities held by Company and the
Bank, as reflected in the latest consolidated balance sheet of Company
included in the Company Financial Statements, are carried in the aggregate
at no more than cost adjusted for amortization of premiums and accretion
of discounts and after such date will be accounted for in accordance with
generally accepted accounting principles, specifically including but not
limited to FASB 115.

SECTION 2.12. LOAN PORTFOLIO. Except as may be disclosed in
------------ --------------
Section 2.12 of the Disclosure Schedule, (i) all loans and discounts shown
on the Company Financial Statements at December 31, 1992 or which were
entered into after December 31, 1992, but before the Closing Date were and
will be made in all material respects for good, valuable and adequate
consideration in the ordinary course of the business of Company and the
Bank, in accordance in all material respects with sound banking practices,
and are not subject to any material 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, except as may be provided by bankruptcy,
insolvency or similar laws or by general principles of equity; and
(iii) Company and the Bank 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 such loans.

SECTION 2.13. EMPLOYEE MATTERS AND ERISA.
------------ --------------------------

(a) Neither Company nor the Bank has entered into any collective
bargaining agreement with any labor organization with respect to any group
of employees of Company or any of its subsidiaries and to the knowledge of
Company there is no present effort nor existing proposal to attempt to
unionize any group of employees of Company or the Bank.

(b) Except as may be disclosed in Section 2.13(b) of the Disclosure
Schedule, (i) Company and the Bank 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 Company nor the Bank is engaged in any unfair labor practice;
(ii) there is no material unfair labor practice complaint against Company
or the Bank pending or, to the knowledge of Company, threatened before the
National Labor Relations Board; (iii) there is no labor dispute, strike,
slowdown or stoppage actually pending or, to the knowledge of Company,
threatened against or directly affecting Company or the Bank; and
(iv) neither Company nor the Bank has experienced any material work
stoppage or other material labor difficulty during the past five years.

(c) Except as may be disclosed in Section 2.13(c) of the Disclosure
Schedule, neither Company nor the Bank 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

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<PAGE> 126
employees of Company or the Bank (the "Employee Plans"). To the knowledge
of Company, no present or former employee of Company or the Bank has been
charged with breaching nor has breached a fiduciary duty under any of the
Employee Plans. Neither Company nor the Bank 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 2.13(c) of
the Disclosure Schedule, neither Company nor the Bank maintains,
contributes to, or participates in, any plan that provides health, major
medical, disability or life insurance benefits to former employees of
Company or the Bank.

(d) Neither Company nor the Bank maintains, nor have either of them
maintained for the past ten years, any Employee Plans subject to Title IV
of ERISA or Section 412 of the Code. No reportable event (as defined in
Section 4043 of ERISA) has occurred with respect to any Employee Plans as
to which a notice would be required to be filed with the Pension Benefit
Guaranty Corporation. No claim is pending, and neither Company nor the
Bank has received notice of any threatened or imminent claim 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
Company or the Bank would be liable after December 31, 1992, except as is
reflected on the Company Financial Statements. After December 31, 1992,
Company and the Bank will not have any liabilities 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 in all material respects been operated, administered
and maintained in accordance with the terms thereof and in compliance with
the requirements of all applicable laws, including, without limitation,
ERISA and the Code.

SECTION 2.14. TITLE TO PROPERTIES; INSURANCE. Except as may be
------------ ------------------------------
disclosed in Section 2.14 of the Disclosure Schedule, Company and the Bank
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 Company
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 Company or the Bank, rights of redemption under applicable
law) to all of their real properties. All leasehold interests for real
property and any material personal property used by Company and the Bank
are held pursuant to lease agreements which are valid and enforceable in
accordance with their terms. 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, to the knowledge of Company,
threatened with respect to such properties. Company and the Bank have
valid title or other ownership rights under licenses to all material
intangible personal or intellectual property used by Company or the Bank
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. All material insurable properties owned or held by Company and
the Bank 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 and banks of similar size.

SECTION 2.15. 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
Company and the Bank have done business or owned property, including,
without limitation, the Federal Resource Conservation and Recovery Act,
the Federal Comprehensive Environmental

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<PAGE> 127
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 2.15 of the Disclosure
Schedule, neither the conduct nor operation of Company or the Bank nor any
condition of any property ever owned, leased or operated by either of them
violates or violated Environmental Laws in any respect material to the
business of Company and the Bank taken as a whole and no condition or
event has occurred with respect to either 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 Company and the Bank taken as a
whole of Environmental Laws or obligate (or potentially obligate) Company
or the Bank to remedy, stabilize, neutralize, clean up or otherwise alter
the environmental condition of any such property where the aggregate cost
of such actions would be material to Company and the Bank taken as a
whole. Except as may be disclosed in Section 2.15 of the Disclosure
Schedule, neither Company nor the Bank has received any notice from any
governmental agency or any other person or entity that Company or the Bank
or the operation of any facilities or any property ever owned, leased or
operated by either of them is or was in violation of any Environmental
Laws or that either of them is responsible (or potentially responsible)
for remedying, stabilizing, neutralizing or cleaning up any pollutants,
contaminants, or hazardous or toxic wastes, substances or materials at, on
or beneath any such property where the aggregate cost thereof would be
material to Company and the Bank taken as a whole.

SECTION 2.16. COMPLIANCE WITH LAW. Company and the Bank 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 2.17. BROKERAGE. 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
Company or its subsidiaries.

SECTION 2.18. STATEMENTS TRUE AND CORRECT. None of the information
------------ ---------------------------
supplied or to be supplied by Company for inclusion in (i) the
Registration Statement (as defined in Section 4.06), (ii) the Proxy
Statement/Prospectus (as defined in Section 4.03) and (iii) any other
documents to be filed with the S.E.C. 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 the
Company, be false or misleading with respect to any material fact, or omit
to state any material fact necessary in order to make the statements
therein not misleading, or, in the case of the Proxy Statement/Prospectus
or any amendment thereof or supplement thereto, at the time of the
Stockholders' Meeting (as defined in Section 4.03), be false or misleading
with respect to any material fact, or omit to state any material fact
necessary to correct any statement in any earlier communication with
respect to the solicitation of any proxy for the Stockholders' Meeting.
All documents or portions thereof that Company is responsible, directly or
indirectly, for filing with the S.E.C. 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.

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<PAGE> 128

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. AcquisitionCo 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.

(b) The authorized capital stock of Boatmen's consists of
(i) 125,000,000 shares of Boatmen's Common, of which, as of October 1,
1993, 97,983,453 shares were issued and outstanding, and (ii) 10,300,000
preferred shares, without par value, 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"). 11,638 shares of
the Boatmen's Series B Preferred Stock are issued and outstanding. 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 October 1, 1993,
Boatmen's had outstanding options and other rights to acquire not more
than 3,000,000 shares of Boatmen's Common and no shares of the Boatmen's
Series B Preferred Stock.

(c) AcquisitionCo has authorized capital of thirty thousand
(30,000) 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 Company pursuant to the Merger have been duly authorized
and, when so issued in accordance with the terms of this 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 or Executive
------------ -------------
Committee of each of Boatmen's and AcquisitionCo will have by the end of
the Due Diligence Period (as defined in Section 7.10 hereof), 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, when approved by their
respective Board of Directors or Executive Committee, will constitute 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

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<PAGE> 129
or proceedings will be required to be
taken by Boatmen's or AcquisitionCo to authorize the execution, delivery
and performance of this Agreement. Except for the requisite approval of
the Federal Reserve Board and filing with the Oklahoma Commissioner of
Banks, no notice to, filing with, authorization by, or consent or approval
of, any federal or state 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 significant
------------ ------------
subsidiaries (as such term is defined under S.E.C. regulations) and
AcquisitionCo 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 audited consolidated
------------ ---------------------
balance sheets of Boatmen's and its subsidiaries as of December 31, 1992
and 1991 and related consolidated statements of income, changes in
stockholders' equity and cash flows for the three years ended December 31,
1992, together with the notes thereto, included in Boatmen's 10-K for the
year ended 1992, as currently on file with the S.E.C. and the unaudited
consolidated balance sheets of Boatmen's and its subsidiaries as of
June 30, 1993, and the related unaudited consolidated income statements
and statements of changes in shareholders' equity and cash flows for the
six months then ended included in Boatmen's Quarterly Reports on Form 10Q
for the quarter 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
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, 1992, 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, which would not include any changes that affect the
banking industry generally, 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.

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 if
adversely determined would have a material adverse effect on the business
of Boatmen's and its subsidiaries taken as a whole.

SECTION 3.07. REPORTS. Since January 1, 1991 (or, in the case of
------------ -------
subsidiaries of Boatmen's, the date of acquisition thereof by Boatmen's,
if later) Boatmen's and each of its significant subsidiaries has filed all
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 O.C.C., (iv) the FDIC, (v) any
applicable state banking or securities authorities, (vi) NASDAQ and
(vii) any other governmental authority with jurisdiction over Boatmen's or
any of its significant subsidiaries. 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

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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 its significant
------------ -------------------
subsidiaries 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), (ii) the
Proxy Statement/Prospectus (as defined in Section 4.03) and (iii) any
other documents to be filed with the S.E.C. 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 Company, be false or misleading with respect to any
material fact, or omit to state any material fact necessary in order to
make the statements therein not misleading, or, in the case of the Proxy
Statement/Prospectus or any amendment thereof or supplement thereto, at
the time of the Stockholders' Meeting (as defined in Section 4.03), be
false or misleading with respect to any material fact, or omit to state
any material fact necessary to correct any statement in any earlier
communication with respect to the solicitation of any proxy for the
Stockholders' Meeting. All documents that Boatmen's is responsible for
filing with the S.E.C. 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 COMPANY
---------------------

SECTION 4.01. BUSINESS IN ORDINARY COURSE. (a) Company 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 Company may declare and pay its regular
quarterly dividend on the Company Common not to exceed the amount of $0.25
per share, payable on the last day of December, March, June and September
of each year; provided, however, that Company 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 Company stockholders shall receive a regular
quarterly dividend from either Company or Boatmen's but not from both with
respect to such quarter.

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

(i) issue any Company Common or other capital stock or any
options, warrants, or other rights to subscribe for or purchase
Company Common or any other capital stock or any securities
convertible into or exchangeable for any capital stock; or

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(ii) directly or indirectly redeem, purchase or otherwise
acquire any Company Common or any other capital stock of Company or
the Bank; 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) except as disclosed in Section 4.01(b)(v) of the
Disclosure Schedule, grant any material 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 material 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 (it being understood that nothing herein shall limit
in any way the Company or the Bank from making nondiscretionary loans
or advances pursuant to existing agreements or credit lines or
renewals thereof), in principal amounts in excess of $250,000 or that
would increase the aggregate credit outstanding to any one borrower
(or group of affiliated borrowers) to more than $250,000 (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 of whom
Boatmen's may give notice to Company; provided, that, if Boatmen's
shall not have consented to such matter or notified Company of
Boatmen's objection thereto within ten (10) business days after its
receipt of all necessary applications and other credit file
information pertaining to such credit decision, then such consent
shall be deemed to have been given; 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

(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

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<PAGE> 132
(xii) except in the ordinary course of business, cancel or
accelerate any material indebtedness owing to Company or the Bank or
any claims which Company or the Bank may possess or waive any
material rights of substantial value; or

(xiii) except as may be disclosed in Section 4.01(b)(xiii) of
the Disclosure Schedule, 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 Company and
the Bank; or

(xiv) purchase, 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 Company and the Bank 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 might have
a material adverse effect on Company's and the Bank's business,
financial condition, or earnings;

(xvi) violate any law, statute, rule, governmental regulation,
or order, which violation might have a material adverse effect on
Company's and the Bank's 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 $50,000.

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

(d) Company shall promptly notify Boatmen's in writing of the
occurrence of any matter or event known to and directly involving Company,
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
Company and the Bank taken as a whole.

(e) Company shall not, on or before the earlier of the Closing Date
or the date of termination of this Agreement, solicit or encourage, or
hold discussions or negotiations 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 Company Common or other securities of Company and the Bank.
Company shall promptly advise Boatmen's of its receipt of any such
proposal or inquiry concerning any possible such proposal, and the
substance of such proposal or inquiry.

SECTION 4.02. BREACHES. Company 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 breach (or would have
caused or constituted a breach had such event occurred or been known prior
to the date

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<PAGE> 133
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. Company shall cause to
------------ --------------------------
be duly called and held, on a date mutually selected by Boatmen's and
Company, a special meeting of its shareholders (the "Stockholders'
Meeting") for submission of this Agreement and the Merger for approval of
such shareholders as required by the Corporate Law [or, in lieu of holding
the Stockholders' Meeting, at the discretion of Company, Company shall
solicit the written consent of its shareholders to the approval of this
Agreement and the Merger on a date mutually selected by Boatmen's and
Company, as permitted by the Corporate Law (the "Written Consent
Solicitation")]. In connection with the Stockholders' Meeting or the
Written Consent Solicitation, as the case may be, (i) Company shall
cooperate and assist Boatmen's in preparing and filing a Proxy
Statement/Prospectus (the "Proxy Statement/Prospectus") with the S.E.C.
and Company shall mail it to its stockholders, (ii) Company shall furnish
Boatmen's all information concerning itself that Boatmen's may reasonably
request in connection with such Proxy Statement/Prospectus, and (iii) the
Board of Directors of Company shall recommend to its stockholders the
approval of this Agreement and the Merger contemplated hereby and use its
best efforts to obtain such stockholder approval.

SECTION 4.04. CONSENTS TO CONTRACTS AND LEASES. Company shall use
------------ --------------------------------
its best efforts to obtain all necessary consents with respect to all
interests of Company and the Bank 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 the Company believes that it has
established all reserves and taken all provisions for possible loan losses
required by generally accepted accounting principles and applicable laws,
rules and regulations, the Company 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, the Company
and Boatmen's shall consult and cooperate with each other with respect to
conforming, as specified in a written notice from Boatmen's to the
Company, based upon such consultation and as hereinafter provided, the
Company's loan, accrual and reserve policies to those policies of
Boatmen's.

(b) In addition, from and after the date of this Agreement to the
Effective Time, the Company and Boatmen's shall consult and cooperate with
each other with respect to determining, as specified in a written notice
from Boatmen's to the Company, 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) The Company and Boatmen's shall consult and cooperate with each
other with respect to determining, as specified in a written notice from
Boatmen's to the Company, 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, the Company shall establish and
take such reserves and accruals as Boatmen's shall request to conform the
Company's loan, accrual and reserve policies to

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<PAGE> 134
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 Company; provided, however, that it is the objective of
Boatmen's and the Company that such reserves, accruals and charges be
taken as at or prior to December 31, 1993, 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, 1993 and the Closing Date is to occur thereafter, Boatmen's
shall certify to Company on or prior to December 31, 1993, that the
conditions to its obligations specified in Section 6.01(d) have been
satisfied or waived (except to the extent that any waiting period
contemplated by Section 6.01(d) may then have commenced but not expired);
and provided, further, that the Company shall not be required to take any
such action that is not consistent with generally accepted accounting
principles.

SECTION 4.06. CONSUMMATION OF AGREEMENT. Company shall 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. Company shall furnish
to Boatmen's in a timely manner all information, data and documents in the
possession of Company 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 which may be issued
to the shareholders of Company 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. Company shall provide to
------------ ---------------------
Boatmen's, as soon as reasonably practical, but not later than 45 days
after the date hereof, a report of a phase one environmental investigation
on all real property owned, leased or operated by Company or the Bank as
of the date hereof (other than space in retail and similar establishments
leased by the Company or the Bank for automatic teller machines) and
within ten days after the acquisition or lease of any real property
acquired or leased by Company or the Bank after the date hereof (other
than space in retail and similar establishments leased by the Company for
automatic teller machines), except as otherwise provided in
Section 4.01(b)(xiv). If required by the phase one investigation in
Boatmen's reasonable opinion, Company shall provide to Boatmen's a report
of a phase two investigation on properties requiring such additional
study. Boatmen's shall have 15 business days from the receipt of any such
phase two investigation report to notify Company of any objection to the
contents of such report. Should the cost of taking all remedial and
corrective actions and measures (i) required by applicable law, or
(ii) recommended or suggested by such report or reports in the aggregate,
exceed the sum of Two Hundred Thousand Dollars ($200,000) as reasonably
estimated by an environmental expert retained for such purpose by
Boatmen's and reasonably acceptable to Company, or if the cost of such
actions and measures cannot be so reasonably estimated by such expert to
be $200,000 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 10 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; provided, however, that if the cost
can be reasonably estimated and exceeds $200,000 and the shareholders, or
any group of them, pay to Boatmen's such amount in excess of $200,000,
then this Agreement shall not be terminable as provided for above.

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<PAGE> 135
SECTION 4.08. RESTRICTION ON RESALES. Company shall obtain and
------------ ----------------------
deliver to Boatmen's, at least 31 days prior to the Closing Date, the
signed agreement, in the form of Exhibit 4.08 hereto, of each stockholder
who may reasonably be deemed an "affiliate" of Company within the meaning
of such term as used in Rule 145 under the Securities Act of 1933, as
amended (the "Securities Act"), 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 Company Common or Boatmen's Common until such time as financial
results covering at least 30 days of post-Merger combined operations have
been published.

SECTION 4.09. SUBSIDIARY BANK MERGER. Upon the request of
------------ ----------------------
Boatmen's, Company shall cause the Bank to enter into a merger agreement
with Boatmen's First National Bank of Oklahoma, a wholly owned subsidiary
of Boatmen's, and take all other actions and cooperate with Boatmen's in
causing such merger (the "Subsidiary Bank Merger") to be effected. Such
subsidiary bank merger agreement shall provide, in addition to customary
terms for mergers of subsidiary banks in transactions such as this:
(i) for consummation of such merger on a date on or after the Closing
Date, as may be selected by Boatmen's; and (ii) that the obligations of
the Bank thereunder are conditioned on the prior or simultaneous
consummation of the Merger pursuant to this Agreement.

SECTION 4.10. ACCESS TO INFORMATION. Company shall permit Boatmen's
------------ ---------------------
reasonable access in a manner which will avoid undue disruption or
interference with Company'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, 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. 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, at its own expense, 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 and the necessary filing with the Oklahoma Commissioner of Banking
and shall use its best efforts to obtain approvals on a timely basis.
Boatmen's shall keep Company reasonably informed as to the status of such
applications and make available to Company, upon reasonable request by
Company from time to time, copies of such applications and any
supplementally filed materials. Boatmen's timely shall file with the
S.E.C. the Registration Statement relating to the shares of Boatmen's
Common to be issued to the stockholders of Company pursuant to this
Agreement and shall use its best efforts to cause the Registration
Statement to become effective. 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 stockholders of

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<PAGE> 136
Company, at the time of the Stockholders' 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 any other filings required under the Securities
Exchange Act of 1934 (the "Exchange Act") relating to the Merger and the
transactions contemplated herein.

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 breach (or would have
caused or constituted a 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 Company and
use its best efforts to prevent or promptly remedy the same.

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

(a) Following the Effective Time, Boatmen's will provide the
directors and officers of Company and the Bank with the same directors'
and officers' liability insurance coverage that Boatmen's 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 the Company'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 Company. If the
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 premium equal to such
maximum amount.

(b) For six years after the Effective Time, Boatmen's shall cause
the Surviving Corporation (the survivor of the Merger of Company 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 Company and its subsidiaries (each, an
"Indemnified Party") against all losses, expenses, claims, damages or
liabilities arising out of actions or omissions occurring on or prior to
the Effective Time (including, without limitation, the transactions
contemplated by this Agreement) to the full extent then permitted under
the Corporate Law and by the Company's and Bank's Articles of
Incorporation as in effect on the date hereof, including provisions
relating to advances of expenses incurred in the defense of any action or
suit.

(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 5.04. If the Surviving Corporation shall

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<PAGE> 137
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 5.04.

SECTION 5.05. EMPLOYEE BENEFITS. Boatmen's shall, with respect to
------------ -----------------
each person who remains an employee of Company or the Bank following the
Closing Date (each a "Continued Employee"), provide the benefits described
in this Section 5.05. Subject to the right of subsequent amendment,
modification 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, employment
contracts 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 for
participation therein under the terms thereof and otherwise shall not be
participating in a similar plan which is maintained by the Company after
the Effective Time. Company employees who participate therein shall
participate on the same basis as similarly situated employees of other
Boatmen's subsidiaries. All such participation shall be subject to the
terms of such plans as may be in effect from time to time and this
Section 5.05 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 and Boatmen's
obligation under this Section 5.05 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 eligibility to begin
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 Company and the Bank.

SECTION 5.06. ACCESS TO INFORMATION. Boatmen's shall permit Company
------------------------------------
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 Company 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, plans
affecting employees, and any other business activities or prospects in
which Company may have a reasonable and legitimate interest in furtherance
of the transactions contemplated by this Agreement. Company 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 Company in this
Agreement shall be true in all material respects 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;

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<PAGE> 138
(b) Company 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;

(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 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 environmental reports
required by Section 4.07 hereof, and shall not have elected, pursuant
thereto and pursuant to Section 7.03 hereof, to terminate and cancel this
Agreement;

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

(g) 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;

(h) 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. and any necessary Blue Sky
permits and approvals shall have been received; and

(i) Boatmen's shall have received from its counsel an opinion 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)(2)(D) of the Code;
(ii) no gain or loss will be recognized by the holders of shares of
Company 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 stockholders of Company will be the same
as the basis of shares of Company Common exchanged therefor; and (iv) the
holding period of the shares of Boatmen's Common received by the
stockholders of Company will include the holding period of the shares of
Company Common exchanged therefor, provided such shares were held as
capital assets as of the Effective Time.

SECTION 6.02. CONDITIONS TO COMPANY'S OBLIGATIONS. Company's
------------ -----------------------------------
obligation to effect the Merger shall be subject to the satisfaction (or
waiver by Company) 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 material respects 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-20
<PAGE> 139
(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 Company, required by law for
consummation of the Merger shall have been obtained and all waiting
periods required by law shall have expired;

(e) Company 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 Company;

(f) 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. and any necessary Blue Sky
permits and approvals shall have been received; and

(g) Company shall have received from counsel for Boatmen's an
opinion in form reasonably satisfactory to Company (which form shall run
to the benefit of the shareholders of the Company) to the effect that if
the Merger is consummated in accordance with the terms set forth in this
Agreement for Federal income tax purposes, (i) the Merger will constitute
a reorganization within the meaning of Section 368(a)(1)(A) and
368(a)(2)(D) of the Code; (ii) no gain or loss will be recognized by the
holders of shares of Company Common upon receipt of Merger Consideration
(except for cash received in lieu of fractional shares or cash received by
any dissenting shareholders); (iii) the basis of Boatmen's Common received
by the stockholders of Company will be the same as the basis of Company
Common exchanged therefor; (iv) the holding period of the shares of
Boatmen's Common received by the stockholders of Company will include the
holding period of the shares of Company Common exchanged therefor,
provided such shares were held as capital assets as of the Effective Time;
and (v) the Subsidiary Bank Merger contemplated by Section 4.09 hereof, if
consummated, will not change the foregoing tax consequences to the
stockholders of Company.

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

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

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

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<PAGE> 140
SECTION 7.02. BREACH OF AGREEMENTS. In the event that there is a
------------ --------------------
material breach in any of the representations and warranties or agreements
of Boatmen's, AcquisitionCo or Company, which breach is not cured within
twenty (20) days after notice to cure such breach is given by the non-
breaching party, then the non-breaching party, regardless of whether
shareholder approval of this Agreement and the Merger 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 Company.

SECTION 7.04. FAILURE OF CONDITIONS. In the event that 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, regard-
less of whether shareholder approval of this Agreement and the Merger
shall have been previously obtained, terminate and cancel this Agreement
by providing written notice of such action to the other party hereto.

SECTION 7.05. 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; provided, however, that 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 and
diligently pursues the application. In the event that 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 diligently prepares and
timely files such appeal and diligently continues the appellate process
for purposes of obtaining the necessary approval.

SECTION 7.06. SHAREHOLDER APPROVAL DENIAL. If the Merger is not
------------ ---------------------------
approved by the requisite vote of the stockholders of Company at the
Stockholders' Meeting, or through the Written Consent Solicitation, as the
case may be, then either party may terminate this Agreement.

SECTION 7.07. REGULATORY ENFORCEMENT MATTERS. In the event that
------------ ------------------------------
Company or the Bank 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 after the
date of this Agreement, then Boatmen's may terminate this Agreement.

SECTION 7.08. BOATMEN'S AVERAGE PRICE. This Agreement may be
------------ -----------------------
terminated

(a) By Company if both of the following conditions are satisfied:

(1) the average of the daily closing prices of a share
of Boatmen's Common, as reported on NASDAQ during the period of
twenty trading days ending at the end of the fifth trading day
immediately preceding the Closing Date (the "Boatmen's Average
Price"), is less than $24.75; and

A-22
<PAGE> 141
by dividing the Final Index Price (as defined below)
by the Initial Index Price (as defined below) and subtracting
.20 from such quotient.

(b) By Boatmen's if both of the following conditions are satisfied:

(1) the Boatmen's Average Price is more than $41.25; and

(2) the number obtained by dividing the Boatmen's
Average Price by the closing price of Boatmen's Common, as
reported on NASDAQ on the trading day immediately preceding the
public announcement of this Agreement, is more than the number
obtained by dividing the Final Index Price (as defined below)
by the Initial Index Price (as defined below) and adding .20 to
such quotient.

(i) The "Index Group" shall mean all of those companies
listed on Exhibit 7.08 hereto, the common stock of which is
publicly traded and as to which there is no pending publicly
announced proposal at any time during the period of 20 trading
days ending at the end of the fifth trading day immediately
preceding the Closing Date for such company to be acquired or
to acquire, in exchange for its stock, another company which
would be a significant subsidiary of such company under SEC
regulations. In the event that any such company or companies
are so removed from the Index Group, the weights attributed to
the remaining companies shall be adjusted accordingly.

(ii) The "Initial Index Price" shall mean the weighted
average (weighted as specified on Exhibit 7.08) of the per
share closing prices of the common stock of the companies
comprising the Index Group, as reported on the consolidated
transactions reporting system for the market or exchange on
which such common stock is principally traded, on the trading
day immediately preceding the public announcement of this
Agreement.

(iii) The "Final Price" of any company included in the
Index Group shall mean the average of the daily closing sale
prices of a share of common stock of such company, as reported
in the consolidated transaction reporting system for the market
or exchange on which such common stock is principally traded,
during the period of 20 trading days ending on the end of the
fifth trading day immediately preceding the Closing Date.

(iv) The "Final Index Price" shall mean the weighted
average (weighted as specified on Exhibit 7.08) of the Final
Prices for all of the companies comprising the Index Group. If
Boatmen's or any company belonging to the Index Group declares
a stock dividend or effects a reclassification,
recapitalization, split-up, combination, exchange of shares or
similar transaction between the date of this Agreement and the
end of the fifth trading day immediately preceding the Closing
Date, the closing prices for the common stock of such company
shall be appropriately adjusted for the purposes of the
definitions above so as to be comparable to the prices on the
date of this Agreement.

SECTION 7.09. AUTOMATIC TERMINATION. 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 to the other.

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<PAGE> 142
SECTION 7.10. DUE DILIGENCE REVIEW. Company shall provide Boatmen's
------------ --------------------
full and complete access to the books and records and management officers
of Company and the Bank commencing on the date of this Agreement and shall
otherwise facilitate Boatmen's due diligence review of the financial
condition, business and prospects of Company and the Bank. If Boatmen's,
in its sole and absolute discretion, should not be satisfied with the
results of such due diligence review or the financial condition,
operations, business or prospects of Company and the Bank generally, then
Boatmen's may terminate this Agreement by providing written notice thereof
to Company within ten (10) business days after the commencement of such
review by Boatmen's, but in no event later than thirty (30) days after the
date of this Agreement (the "Due Diligence Period").

SECTION 7.11. TERMINATION FEE. Upon the occurrence of one or more
------------ ---------------
of the following events (a "Triggering Event"), Company shall pay to
Boatmen's the sum of One Million Dollars ($1,000,000.00):

(i) upon termination of this Agreement by Boatmen's upon a breach
thereof by Company (including, without limitation, the entering into of an
agreement between Company and any third party which is inconsistent with
the transactions contemplated by the Merger Agreement), provided that
within one year of the date of such termination, either an event described
in clauses (iii) or (iv) below shall have occurred or Company or
shareholders of Company shall have entered into an agreement with any
third party whereby such third party will acquire, merge or consolidate
with Company, purchase all or substantially all of Company's assets or
acquire 10% or more of the outstanding shares of Company Common;

(ii) the failure of Company's shareholders to approve the Merger and
this Agreement at a meeting called for such purpose or pursuant to the
Written Consent Solicitation;

(iii) any person or group of persons (other than Boatmen's)
shall acquire, or have the right to acquire, 25% or more of the Company
Common, exclusive of shares of Company Common sold directly or indirectly
to such person or group of persons by Boatmen's;

(iv) expiration of the fifth day preceding the scheduled expiration
date of a tender or exchange offer by any person or group of persons
(other than Boatmen's and/or its affiliates) to purchase or acquire
securities of Company if upon consummation of such offer, such person or
group of persons would own, control or have the right to acquire 25% or
more of the Company Common; or

(v) upon the entry by Company into an agreement or other
understanding with a person or group of persons (other than Boatmen's
and/or its affiliates) for such person or group of persons to acquire,
merge or consolidate with Company or to purchase all or substantially all
of Company's assets. As used in this Section 7.11, "person" and "group of
persons" shall have the meanings conferred thereon by Section 13(d) of the
Exchange Act. Company shall notify Boatmen's promptly in writing upon its
becoming aware of the occurrence of any Triggering 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

A-24
<PAGE> 143
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 Company 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 such is required by
law upon the written advice of counsel or is in response to published
newspaper or other mass media reports regarding the transaction
contemplated hereby, in which such latter events the parties shall consult
with each other regarding such responsive public disclosure (before
issuing any written press release or other written response).

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) if to Boatmen's:

Boatmen's Bancshares, Inc.
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63102
Attention: Mr. Leo G. Haas

with a copy to:

Lewis, Rice & Fingersh
500 North Broadway, Suite 2000
St. Louis, Missouri 63102
Attention: Mr. Thomas C. Erb

and

A-25
<PAGE> 144
(b) if to Company:

Woodland Bancorp, Inc.
6701 S. Memorial Drive
Tulsa, Oklahoma 74133
Attention: Mr. G. William Foster

with a copy to:

Huffman Arrington Kihle Gaberino & Dunn, P.C.
1000 ONEOK Plaza
Tulsa, Oklahoma 74103
Attention: Mr. John A. Gaberino, Jr.

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 fore-
going, in the event that this Agreement is terminated pursuant to
Section 7.02 hereof on account of any willful 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.

SECTION 8.06. NONSURVIVAL OF REPRESENTATIONS, WARRANTIES AND
------------ ----------------------------------------------
AGREEMENTS. Except as provided in Section 8.05 or 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 1.07, 5.04 and 5.05 shall survive the
Effective Time and the agreements set forth in Sections 8.01, 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, letters of intent and
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 conditions 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
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: (a) a term has the meaning assigned to it; (b) an accounting
term not otherwise defined has the meaning assigned to it in accordance
with generally accepted accounting principles; (c) "or" is not exclusive;
and (d) words in the singular may include the plural and in the plural
include the singular.

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<PAGE> 145
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.

SECTION 8.13. GOVERNING LAW; ASSIGNMENT. This Agreement shall be
------------ -------------------------
governed by the laws of the State of Oklahoma, except to the extent that
the Missouri Corporate Law must govern the Merger, 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.

BOATMEN'S BANCSHARES, INC.

By -----------------------------------
Leo G. Haas
Senior Vice President

WOODLAND BANCORP, INC.

By -----------------------------------
John L. Arrington, Jr.

BOATMEN'S OKLAHOMA, INC.

By -----------------------------------
Leo G. Haas
Senior Vice President

A-27
<PAGE> 146
EXHIBIT 1.09(a)
---------------

COMPANY'S LEGAL OPINION

[ ], 19--

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

Gentlemen:

We have acted as counsel to Woodland Bancorp, Inc., an Oklahoma
corporation ("Company"), in connection with the transactions contemplated
by the Agreement and Plan of Merger ("Agreement") dated as of November 6,
1993, among Company, Boatmen's Bancshares, Inc., a Missouri corporation
("Boatmen's"), and Boatmen's Oklahoma, Inc., a Missouri corporation
("AcquisitionCo"). This opinion is being delivered to you pursuant to
Section 1.09(a) of the Agreement. Terms defined in the Agreement and not
otherwise defined herein are used with the meanings defined therein.

We have participated in the negotiation of and are familiar with the
Agreement and the related Disclosure Schedule. In connection with our
opinion, we have examined executed copies of the Agreement and copies of
such records, certificates and other instruments as we have deemed
necessary, have examined the articles of incorporation, bylaws and certain
other appropriate corporate documents of Company and the Bank, and have
made such other investigations as we have deemed appropriate or advisable
to render the opinions expressed herein. As to certain factual matters,
we have with your permission relied on certificates of public officials
and officers of Company and the Bank, which reliance we believe to be
reasonable. In our review, we have with your permission assumed the
genuineness of all signatures on original documents, the conformity to
original documents of all copies submitted to us and the due
authorization, execution and delivery of all documents by parties other
than Company.

Based upon the foregoing, and subject to the qualifications and
exceptions set forth below, we are of the opinion that:

1. Company is a corporation validly existing under the laws of the
State of Oklahoma. Company has all requisite corporate power and
authority to own and operate its properties and to carry on its business
as now conducted. Company has all requisite corporate 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. Bank is an Oklahoma state banking association validly existing
under the laws of Oklahoma. The Bank has all requisite corporate power
and authority and all licenses, permits and authorizations necessary to
own and operate its properties and to carry on its business as now
conducted except where the failure to obtain such licenses, permits or
authorizations has not had a material adverse effect on the Bank. Company
owns all of the issued and outstanding shares of capital stock of the
Bank,

A-28
<PAGE> 147
Boatmen's Bancshares, Inc.
[ ], 19--
Page -----

free and clear of all liens and encumbrances. To the best of our
knowledge there are no options, warrants or other rights to acquire any
shares of capital stock of the Bank.

3. All corporate acts and other proceedings required to be taken
by Company to authorize the execution, delivery and performance of the
Agreement have been duly and properly taken. The Agreement has been duly
executed and delivered by Company and constitutes a valid and binding
obligation of Company enforceable against Company 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.

4. Neither the execution and the delivery by Company of the
Agreement, nor the consummation of the Merger will constitute a default
under or violate any provision of Company's Articles of Incorporation or
bylaws, or any statute, regulation or rule or, to the best of our
knowledge, any judgment, order or decree against or any material agreement
binding upon Company or the Bank.

5. In our review of the records and activities of Company and the
Bank, and in our discussions with personnel of Company and the Bank, all
in connection with the transactions contemplated by the Agreement, nothing
has come to our attention which has caused us to conclude that Company or
the Bank is not in compliance with all federal and state laws to which
they are subject.

6. Except as set forth in the Agreement, no consent, approval,
order or authorization of, or registration, declaration or filing with or
without notice to any court, administrative agency or commission or other
governmental authority or instrumentality, domestic or foreign, or any
other person or entity is required to be obtained or made by or with
respect to Company or the Bank in connection with the execution and
delivery of the Agreement or the consummation by Company of the Merger.

7. Company's authorized capital stock consists of 450,000 shares
of common stock, $0.01 par value per share ("Company Common"), 381,223 of
which shares of Company Common are issued and outstanding. None of the
shares of Company Common has been issued in violation of the preemptive or
subscription rights of any person. There are no outstanding options,
warrants, or other rights to acquire, or securities convertible into,
Company Common or any other equity security of Company. Company has no
obligation, contingent or otherwise, to reacquire any shares of Company
Common. Company has no outstanding stock appreciation, phantom stock or
similar rights.

8. To the best of our knowledge there are no material actions,
suits, proceedings, orders, investigations or claims pending or, to the
best of our knowledge threatened by written communication, against or
affecting Company or the Bank or any of their respective properties or
assets which, if adversely determined, would have a material adverse
effect upon their respective properties or assets. To the best of our
knowledge, neither Company nor the Bank is in default under any judgment,
order or decree of any court, administrative agency or commission or other
governmental authority or instrumentality, domestic or foreign, applicable
to it or any of its properties, assets, operations or business.

A-29
<PAGE> 148
Boatmen's Bancshares, Inc.
[ ], 19--
Page -----

The opinions expressed above are subject to the following
qualifications and exceptions: (a) our opinion in paragraph 1 as to the
valid existence of Company is based solely on the Certificate issued by
the Oklahoma Secretary of State dated ---------------, 19--; (b) our
opinion in paragraph 2 as to the valid existence of Bank is based solely
on the Certificate issued by the --------------- dated ----------, 1992;
(c) all references to "the best of our knowledge" and similar references
contained herein refer only to the knowledge of the attorneys of this firm
who have participated in the transactions contemplated by the Agreement
and consultation with the officers of Company; (d) we express no opinion
with respect to any necessary licenses or permits other than those
required or issued by the State of Oklahoma or the federal government or
any federal bank regulatory authority; (e) we express no opinion with
respect to choice of law provisions in the Agreement and the Exhibits
thereto; (f) we express no opinion not expressly stated herein and no
opinion may be implied herefrom including compliance with antitrust laws,
securities laws, fiduciary duties and environmental laws.

We are members of the Bar of the State of Oklahoma. The foregoing
opinion is based on and is limited to the law of the State of Oklahoma and
relevant law of the United States of America, and we render no opinion
with respect to the laws of any other jurisdiction.

This opinion is furnished to you by us as counsel to Company and is
intended solely for your benefit. Without our prior written consent, this
opinion may not be (a) relied upon by you for any other purpose,
(b) relied upon by any other person or entity for any purpose, or
(c) copied or reproduced, quoted, referred to, disseminated or made
available to any other person or entity or with or in any document, report
or financial statement.

HUFFMAN ARRINGTON KIHLE GABERINO & DUNN, P.C.

By-----------------------------------------------

A-30
<PAGE> 149
EXHIBIT 1.09(b)
---------------
BOATMEN'S LEGAL OPINION

[ ], 19--

Woodland Bancorp, Inc.
6701 S. Memorial Drive
Tulsa, Oklahoma 74133

Gentlemen:

We have acted as counsel to Boatmen's Bancshares, Inc. ("Boatmen's")
in connection with the transactions contemplated by the Agreement and Plan
of Merger ("Agreement") dated as of November 6, 1993, among Boatmen's,
Woodland Bancorp, Inc., an Oklahoma corporation ("Company"), and Boatmen's
Oklahoma, Inc., a Missouri corporation ("AcquisitionCo"). This opinion is
being delivered to you pursuant to Section 1.09(b) of the Agreement.
Terms defined in the Agreement and not otherwise defined herein are used
with the meanings defined therein.

We have participated in the negotiation of and are familiar with the
Agreement and the related Disclosure Schedule. In connection with our
opinion, we have examined executed copies of the Agreement and copies of
such records, certificates and other instruments as we have deemed
necessary, have examined the articles of incorporation, bylaws and certain
other appropriate corporate documents of Boatmen's and AcquisitionCo, and
have made such other investigations as we have deemed appropriate or
advisable to render the opinions expressed herein. As to certain factual
matters, we have relied on certificates of public officials and officers
of Boatmen's and AcquisitionCo which reliance we believe to be reasonable,
and have made such other investigations as we have deemed appropriate or
advisable to render the opinions expressed herein. In our review, we have
assumed the genuineness of all signatures on original documents, the
conformity to original documents of all copies submitted to us and the due
authorization, execution and delivery of all documents by parties other
than seller.

Based upon the foregoing, we are of the opinion that:

1. Boatmen's is a corporation duly organized, validly existing and
in good standing under the laws of the State of Missouri. Boatmen's has
all requisite corporate power and authority to enter into the Agreement
and to consummate the transactions contemplated by the Agreement.

2. AcquisitionCo is a corporation duly organized, validly existing
and in good standing under the laws of the State of Missouri.
AcquisitionCo has all requisite corporate power and authority to enter
into the Agreement and to merge with Company in accordance with the terms
of the Agreement and to consummate the other transactions contemplated by
the Agreement.

3. All corporate acts and other proceedings required to be taken
by Boatmen's and AcquisitionCo to authorize the execution, delivery and
performance of the Agreement have been duly and properly taken. The
Agreement has been duly executed and delivered by Boatmen's and
AcquisitionCo and constitutes a valid and binding obligation of Boatmen's
and AcquisitionCo enforceable against

A-31
<PAGE> 150
Woodland Bancorp, Inc.
[ ], 19--
Page ---

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.

4. The shares of Boatmen's Common that are to be issued to the
stockholders of Company pursuant to the Merger have been duly authorized
and, when so issued in accordance with the terms of the Agreement, will be
validly issued and outstanding, fully paid and nonassessable.

5. Neither the execution and the delivery by Boatmen's and
AcquisitionCo of the Agreement, nor consummation of the transactions
contemplated by the Agreement will, to the best of our knowledge, conflict
with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate,
modify or cancel, or violate, any provision of Boatmen's or
AcquisitionCo's respective articles of incorporation or bylaws, or any
statute, regulation, rule, judgment, order or decree binding upon
Boatmen's or AcquisitionCo which would be materially adverse to the
business of Boatmen's and its subsidiaries taken as a whole.

6. To the best of our knowledge, no consent, approval, order or
authorization of, or registration, declaration or filing with or without
notice to, any court, administrative agency or commission or other
governmental authority or instrumentality, domestic or foreign, or any
other person or entity is 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 by Boatmen's and
AcquisitionCo of the transactions contemplated by the Agreement which has
not been obtained or made.

7. To the best of our knowledge, there is no material litigation,
claim or other proceeding pending or threatened against Boatmen's or any
of its subsidiaries which if adversely determined would have a material
adverse effect on the business of Boatmen's and its subsidiaries taken as
a whole.

The opinions expressed above are subject to the following
qualifications and exceptions: (a) our opinion in paragraph 1 as to the
valid existence of Boatmen's is based solely on the Certificate issued the
Missouri Secretary of State dated ----------, 19--; (b) our opinion in
paragraph 2 as to the valid existence of AcquisitionCo is based solely on
the Certificate issued by the Missouri Secretary of State dated
- ---------------, 19--; and (c) all references to "the best of our
knowledge" and similar references contained herein refer only to the
knowledge of the attorneys of this firm who have participated in the
transactions contemplated by the Agreement and consultation with the
officers of Company.

We are members of the Bar of the State of Missouri. The foregoing
opinion is based on and is limited to the laws of the State of Missouri
and relevant law of the United States of America, and we render no opinion
with respect to the laws of any other jurisdiction.

This opinion is furnished to you by us as counsel to Boatmen's and
AcquisitionCo and is intended solely for your benefit. Without our prior
written consent, this opinion may not be (a) relied upon by you for any
other purpose, (b) relied upon by any other person or entity for any
purpose, or (c) copied

A-32
<PAGE> 151
Woodland Bancorp, Inc.
[ ], 19--
Page ---
or reproduced, quoted, referred to, disseminated or
made available to any other person or entity or with or in any document,
report or financial statement.

LEWIS, RICE & FINGERSH

A-33
<PAGE> 152
EXHIBIT 4.08
------------

---------------, 19----

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

Re: Agreement and Plan of Merger, dated as of November 6, 1993 (the
"Merger Agreement"), by and among Boatmen's Bancshares, Inc.
("Boatmen's"), Boatmen's Oklahoma, Inc., and Woodland Bancorp,
Inc. (the "Company")

Gentlemen:

I have been advised that I may be deemed to be an affiliate of the
Company, 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 the Company 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 shares 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 the Company owned by me as of ---------------
(the date 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 the Securities Act or the Rules and Regulations of the
Commission promulgated thereunder.

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 Company 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 (iii) in the opinion of counsel acceptable to Boatmen's
some other exemption from registration under the Securities Act is
available with respect to any such proposed distribution, sale,
transfer or other disposition of such Post-Merger Shares.

A-34
<PAGE> 153
Boatmen's Bancshares, Inc.
- -------------------, 19--
Page 2

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 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 the Company.

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 ------------, 19--, 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 Rule 145(d) or made
pursuant to an effective registration statement under the Securities
Act, 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 in 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
satisfactory to Boatmen's, to the effect that no such legend is required
for the purpose of the Securities Act.

I have carefully read this letter and the Merger Agreement and
understand the requirements of each 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-35
<PAGE> 154
EXHIBIT 7.08
------------
<TABLE>

INDEX GROUP
-----------
<CAPTION>
NAME WEIGHTING FACTORS
- ---- -----------------
<S> <C>
BancOne Corp. 15.29%
Bancorp Hawaii, Inc. 2.34%
CoreStates Financial Corp. 4.06%
First Bank System, Inc. 3.68%
First Fidelity Bancorporation 4.05%
Firstar Corporation 2.70%
Fleet/Norstar Financial Group, Inc. 6.07%
Huntington Bancshares Incorporated 2.11%
Meridian Bancorp, Inc. 1.93%
Comerica 3.88%
NBD Bancorp, Inc. 5.78%
Northern Trust Corporation 3.05%
Norwest Corporation 8.19%
PNC Financial Corp. 9.07%
Republic New York Corporation 3.62%
State Street Boston Corporation 4.02%
SunTrust Banks, Inc. 8.20%
U.S. Bancorp 3.56%
Wachovia Corporation 8.39%
-------
Total: 100.00%
</TABLE>

A-36
<PAGE> 155

EXHIBIT B

EXCERPTS OF OKLAHOMA GENERAL CORPORATION ACT (APPRAISAL RIGHTS)

1091 APPRAISAL RIGHTS.

A. Any shareholder of a corporation of this state who holds
shares of stock on the date of the making of a demand pursuant to
the provisions of subsection D of this section with respect to such
shares, who continuously holds such shares through the effective
date of the merger or consolidation, who has otherwise complied
with the provisions of subsection D of this section and who had
neither voted in favor of the merger or consolidation nor consented
thereto in writing pursuant to the provisions of Section 1073 of
this title shall be entitled to an appraisal by the district court
of the fair value of his shares of stock under the circumstances
described in subsections B and C of this section. As used in this
section, the word "shareholder" means a holder of record of stock
in a stock corporation and also a member of record of a non-stock
corporation; the words "stock" and "share" mean and include what is
ordinarily meant by those words and also membership or membership
interest of a member of a non-stock corporation. The provisions of
this subsection shall be effective only with respect to mergers or
consolidations consummated pursuant to an agreement of merger or
consolidation entered into after November 1, 1988.

B. 1. Except as otherwise provided for in this subsection,
appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or
consolidation or of the acquired corporation in a share
acquisition, to be effected pursuant to the provisions of
Sections 1081, 1082, 1086, 1087, or 1091.1 of this title or
Section 12 of this act.

2. a. No appraisal rights under this section shall be
available for the shares of any class or series of stock which, at
the record date fixed to determine the shareholders entitled to
receive notice of and to vote at the meeting of shareholders to act
upon the agreement of a merger or consolidation, were either:

(1) listed on a national securities exchange; or

(2) held of record by more than two thousand
shareholders.

b. In addition, no appraisal rights shall be available
for any shares of stock of the constituent corporation surviving a
merger if the merger did not require for its approval the vote of
the shareholders of the surviving corporation as provided for in
subsection F of Section 1081 of this title.

3. Notwithstanding the provisions of paragraph 2 of this
subsection, appraisal rights provided for in this section shall be
available for the shares of any class or series of stock of a
constituent corporation if the holders thereof are required by the
terms of an agreement of merger or consolidation pursuant to the
provisions of Section 1081, 1082, 1086 or 1087 of this title to
accept for such stock anything except:

a. shares of stock of the corporation surviving or
resulting from such merger or consolidation; or

b. shares of stock of any other corporation which at
the effective date of the merger or consolidation will be either
listed on a national securities exchange or held of record by more
than two thousand shareholders; or

B-1
<PAGE> 156

c. cash in lieu of fractional shares of the
corporations described in subparagraphs a and b of this paragraph; or

d. any combination of the shares of stock and cash in
lieu of the fractional shares described in subparagraphs a, b and
c of this paragraph.

4. In the event all of the stock of a subsidiary Oklahoma
corporation party to a merger effected pursuant to the provisions
of Section 1083 of this title is not owned by the parent
corporation immediately prior to the merger, appraisal rights shall
be available for the shares of the subsidiary Oklahoma corporation.

C. Any corporation may provide in its certificate of
incorporation that appraisal rights under this section shall be
available for the shares of any class of series of its stock as a
result of an amendment to its certificate of incorporation, any
merger or consolidation in which the corporation is a constituent
corporation or the sale of all or substantially all of the assets
of the corporation. If the certificate of incorporation contains
such a provision, the procedures of this section, including those
set forth in subsections D and E of this section, shall apply as
nearly as is practicable.

D. Appraisal rights shall be perfected as follows:

1. If a proposed merger or consolidation for which appraisal
rights are provided under this section is to be submitted for
approval at a meeting of shareholders, the corporation, not less
than twenty (20) days prior to the meeting, shall notify each of
its shareholders entitled to such appraisal rights that appraisal
rights are available for any or all of the shares of the
constituent corporations, and shall include in such notice a copy
of this section. Each shareholder electing to demand the appraisal
of the shares of the shareholder shall deliver to the corporation,
before the taking of the vote on the merger or consolidation, a
written demand for appraisal of the shares of the shareholder.
Such demand will be sufficient if it reasonably informs the
corporation of the identity of the shareholder and that the
shareholder intends thereby to demand the appraisal of the shares
of the shareholder. A proxy or vote against the merger or
consolidation shall not constitute such a demand. A shareholder
electing to take such action must do so by a separate written
demand as herein provided. Within ten (10) days after the
effective date of such merger or consolidation, the surviving or
resulting corporation shall notify each shareholder of each
constituent corporation who has complied with the provisions of
this subsection and has not voted in favor of or consented to the
merger or consolidation as of the date that the merger or
consolidation has become effective; or

2. If the merger or consolidation was approved pursuant to
the provisions of Section 1073 or 1083 of this title, the surviving
or resulting corporation, either before the effective date of the
merger or consolidation or within ten (10) days thereafter, shall
notify each of the shareholders entitled to appraisal rights of the
effective date of the merger or consolidation and that appraisal
rights are available for any or all of the shares of the
constituent corporation, and shall include in such notice a copy of
this section. The notice shall be sent by certified or registered
mail, return receipt requested, addressed to the shareholder at the
address of the shareholder as it appears on the records of the
corporation. Any shareholder entitled to appraisal rights may,
within twenty (20) days after the date of mailing of the notice,
demand in writing from the surviving or resulting corporation the
appraisal of the shares of the shareholder. Such demand will be
sufficient if it reasonably informs the corporation of the identity
of the shareholder and that the shareholder intends to demand the
appraisal of the shares of the shareholder.

E. Within one hundred twenty (120) days after the effective
date of the merger or consolidation, the surviving or resulting
corporation or any shareholder who has complied with the provisions of

B-2
<PAGE> 157
subsections A and D of this section and who is otherwise
entitled to appraisal rights, may file a petition in district court
demanding a determination of the value of the stock of all such
shareholders. Provided, however, at any time within sixty (60)
days after the effective date of the merger or consolidation, any
shareholder shall have the right to withdraw the demand of the
shareholder for appraisal and to accept the terms offered upon the
merger or consolidation. Within one hundred twenty (120) days
after the effective date of the merger or consolidation, any
shareholder who has complied with the requirements of subsections A
and D of this section, upon written request, shall be entitled to
receive from the corporation surviving the merger or resulting from
the consolidation a statement setting forth the aggregate number of
shares not voted in favor of the merger or consolidation and with
respect to which demands for appraisal have been received and the
aggregate number of holders of such shares. Such written statement
shall be mailed to the shareholder within ten (10) days after the
shareholder's written request for such a statement is received by
the surviving or resulting corporation or within ten (10) days
after expiration of the period for delivery of demands for
appraisal pursuant to the provisions of subsection D of this
section, whichever is later.

F. Upon the filing of any such petition by a shareholder,
service of a copy thereof shall be made upon the surviving or
resulting corporation, which, within twenty (20) days after such
service, shall file in the office of the court clerk of the
district court in which the petition was filed a duly verified list
containing the names and addresses of all shareholders who have
demanded payment for their shares and with whom agreements as to
the value of their shares have not been reached by the surviving or
resulting corporation. If the petition shall be filed by the
surviving or resulting corporation, the petition shall be
accompanied by such a duly verified list. The court clerk, if so
ordered by the court, shall give notice of the time and place fixed
for the hearing of such petition by registered or certified mail to
the surviving or resulting corporation and to the shareholders
shown on the list at the addresses therein stated. Such notice
shall also be given by one or more publications at least one (1)
week before the day of the hearing, in a newspaper of general
circulation published in the City of Oklahoma City, Oklahoma, or
such publication as the court deems advisable. The forms of the
notices by mail and by publication shall be approved by the court,
and the costs thereof shall be borne by the surviving or resulting
corporation.

G. At the hearing on such petition, the court shall
determine the shareholders who have complied with the provisions of
this section and who have become entitled to appraisal rights. The
court may require the shareholders who have demanded an appraisal
for their shares and who hold stock represented by certificates to
submit their certificates of stock to the court clerk for notation
thereon of the pendency of the appraisal proceedings; and if any
shareholder fails to comply with such direction, the court may
dismiss the proceedings as to such shareholder.

H. After determining the shareholders entitled to an
appraisal, the court shall appraise the shares, determining their
fair value exclusive of any element of value arising from the
accomplishment or expectation of the merger or consolidation,
together with a fair rate of interest, if any, to be paid upon the
amount determined to be the fair value. In determining such fair
value, the court shall take into account all relevant factors. In
determining the fair rate of interest, the court may consider all
relevant factors, including the rate of interest which the
surviving or resulting corporation would have to pay to borrow
money during the pendency of the proceeding. Upon application by
the surviving or resulting corporation or by any shareholder
entitled to participate in the appraisal proceeding, the court may,
in its discretion, permit discovery or other pretrial proceedings
and may proceed to trial upon the appraisal prior to the final
determination of the shareholder entitled to an appraisal. Any
shareholder whose name appears on the list filed by the surviving
or resulting corporation pursuant to the provisions of subsection F
of this section and who has submitted the certificates of stock of
the shareholder to the court clerk, if such is required, may

B-3
<PAGE> 158
participate fully in all proceedings until it is finally determined
that the shareholder is not entitled to appraisal rights pursuant
to the provisions of this section.

I. The court shall direct the payment of the fair value of
the shares, together with interest, if any, by the surviving or
resulting corporation to the shareholders entitled thereto.
Interest may be simple or compound, as the court may direct.
Payment shall be so made to each such shareholder, in the case of
holders of uncertificated stock immediately, and in the case of
holders of shares represented by certificates upon the surrender to
the corporation of the certificates representing such stock. The
court's decree may be enforced as other decrees in the district
court may be enforced, whether such surviving or resulting
corporation be a corporation of this state or of any other state.

J. The costs of the proceeding may be determined by the
court and taxed upon the parties as the court deems equitable in
the circumstances. Upon application of a shareholder, the court
may order all or a portion of the expenses incurred by any
shareholder in connection with the appraisal proceeding, including,
without limitation, reasonable attorney's fees and the fees and
expenses of experts, to be charged pro rata against the value of
all of the shares entitled to an appraisal.

K. From and after the effective date of the merger or
consolidation, no shareholder who has demanded the appraisal rights
of the shareholder as provided for in subsection D of this section
shall be entitled to vote such stock for any purpose or to receive
payment of dividends or other distributions on the stock, except
dividends or other distributions payable to shareholders of record
at a date which is prior to the effective date of the merger or
consolidation; provided, however, that if no petition for an
appraisal shall be filed within the time provided for in
subsection E of this section, or if such shareholder shall deliver
to the surviving or resulting corporation a written withdrawal of
the shareholder's demand for an appraisal and an acceptance of the
merger or consolidation, either within sixty (60) days after the
effective date of the merger or consolidation as provided for in
subsection E of this section or thereafter with the written
approval of the corporation, then the right of such shareholder to
an appraisal shall cease. Provided, however, no appraisal
proceeding in the district court shall be dismissed as to any
shareholder without the approval of the court, and such approval
may be conditioned upon such terms as the court deems just.

L. The shares of the surviving or resulting corporation into
which the shares of such objecting shareholders would have been
converted had they assented to the merger or consolidation shall
have the status of authorized and unissued shares of the surviving
or resulting corporation. (Last amended by H.B. 2336, L. '90, eff.
9-1-90.)

B-4
<PAGE> 159

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> 160

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

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

(2)(a) Agreement and Plan of Merger, dated
November 6, 1993, by and among Woodland
Bancorp, Inc., Boatmen's Bancshares, Inc. and
Boatmen's Oklahoma, Inc. (Exhibit A to
Prospectus/Proxy Statement)

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

(8) Opinion of Lewis, Rice & Fingersh re federal
income tax consequences;

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

(23)(b) Consent of Ernst & Young;

(23)(c) Consent of Lewis, Rice & Fingersh (in opinion
re legality);

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

(24) Powers of Attorney;

(99)(a) Form of Proxy Card;

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

(99)(c) Notice of Special Meeting;

(99)(d) Excerpts of the Oklahoma General Corporation
Act (Appraisal Rights) (Exhibit B to
Prospectus/Proxy Statement).

The following exhibits are incorporated herein by reference:

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

(3)(b) Amended By-laws 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.

II-2
<PAGE> 161

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.

(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-3
<PAGE> 162

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of St. Louis, State of Missouri, on February 1, 1994.

BOATMEN'S BANCSHARES, INC.

By /s/ ANDREW B. CRAIG, III
------------------------------------
Andrew B. Craig, III
Chairman of the Board, President and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment No. 1 to Registration Statement has been signed by
the following persons in the capacities indicated on February 1, 1994.

/s/ ANDREW B. CRAIG, III Chairman of the Board, President
- ------------------------------------
Andrew B. Craig, III and Chief Executive
Officer (principal executive
officer)

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

* Vice Chairman 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

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

II-4
<PAGE> 163

* Director
- ------------------------------------
Michael G. Fitt

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

* Director
- ------------------------------------
Ike Kalangis

- ------------------------------------ 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
- ------------------------------------
*Attorney-in-fact

II-5
<PAGE> 164

<TABLE>
INDEX TO EXHIBITS
<CAPTION>
Number Exhibit
- ----- -------
<C> <S>
(2)(a) Agreement and Plan of Merger, dated
November 6, 1993, by and among Woodland
Bancorp, Inc., Boatmen's Bancshares,
Inc. and Boatmen's Oklahoma, Inc., is
attached as Exhibit A to the
Prospectus/Proxy Statement.

(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-8 (Registration
Statement No. 33-50451).

(3)(b) Amended By-laws of Boatmen's
Bancshares, Inc. is incorporated by
reference from the Boatmen's
Bancshares, Inc. Registration Statement
on Form S-4 (Registration Statement No.
33-50159).

(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) Opinion of Lewis, Rice & Fingersh re legality.*

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

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

(23)(b) Consent of Ernst & Young.

(23)(c) Consent of Lewis, Rice & Fingersh (in opinion re
legality).

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

(24) Powers of Attorney.*

(99)(a) Form of Proxy Card.*

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

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

(99)(d) Excerpts of the Oklahoma General Corporation Act
(Appraisal Rights)
(Exhibit B to Prospectus/Proxy Statement).

<FN>
- ---------------------
*Previously filed.

</TABLE>

<PAGE> 1
Exhibit (8)
-----------

February 1, 1994

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

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

Attention: Gregory L. Curl, Executive Vice President

Board of Directors
Woodland Bancorp, Inc.
6701 S. Memorial Drive
Tulsa, Oklahoma 74133

Attention: G. William Foster, President

RE: MERGER OF WOODLAND BANCORP, INC. INTO BOATMEN'S OKLAHOMA,
INC.

Gentlemen:

You have requested our opinion as to the federal income tax
consequences of (i) the proposed merger (the "Holding Company
Merger") of Woodland Bancorp, Inc. ("Woodland") into Boatmen's
Oklahoma, Inc. ("AcquisitionCo") pursuant to the Agreement and Plan
of Merger, dated November 6, 1993 ("Holding Company Merger
Agreement"), by and among Boatmen's Bancshares, Inc. ("Boatmen's"),
Woodland and AcquisitionCo and (ii) the proposed merger
("Subsidiary Merger") of Woodland Bank ("Bank") into Boatmen's
First National Bank of Oklahoma ("Subsidiary") pursuant to the
Agreement and Plan of Merger, dated December 16, 1993 ("Subsidiary
Merger Agreement") between Bank and Subsidiary.

In issuing this opinion letter, we have relied upon (1) the
factual representations made by Boatmen's, Woodland, AcquisitionCo,
Bank and Subsidiary in written statements each dated January 2,
1994, February 2, 1994, January 2, 1994, February 2, 1994 and January 3,
1994, respectively (the "Representations"), (2) the Holding Company
Merger Agreement, (3) the Subsidiary Merger Agreement and (4) the
facts, information and documentation set forth in the Registration

<PAGE> 2

Statement on Form S-4 of Boatmen's filed with the Securities and
Exchange Commission in connection with the Merger ("Registration
Statement").

Based on our review of the Holding Company Merger Agreement,
the Subsidiary Merger Agreement, the Representations, and the
Registration Statement, and assuming that the transactions
described therein are completed as described, our opinion as to
federal income tax consequences of the Merger is as follows.

1. Provided that the Merger qualifies as a statutory merger
under applicable Oklahoma law, the Merger will constitute a
reorganization within the meaning of Sections 368(a)(1)(A) and
368(a)(2)(D) of the Internal Revenue Code of 1986, as amended (the
"Code").

2. Pursuant to Section 354(a)(1) of the Code, no gain or
loss will be recognized by Woodland shareholders who exchange all
of their Woodland 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 voting common stock received by those Woodland
shareholders receiving solely Boatmen's voting common stock
(including any fractional share to which such shareholder would be
entitled) will be the same, in each instance, as the basis of the
Woodland common stock surrendered in exchange therefor.

4. Pursuant to Section 1223(1) of the Code, the holding
period of Boatmen's voting common stock received by the Woodland
shareholders (including any fractional shares to which they may be
entitled) will include, in each instance, the period during which
the Woodland common stock surrendered in exchange therefor was
held, provided the Woodland common stock is held as a capital asset
in the hands of the Woodland shareholders on the date of the
exchange.

5. The Subsidiary Merger, if consummated, will not change the
foregoing tax consequences to the shareholders of Woodland.

This opinion letter is predicated upon our understanding of
the facts set forth in the Holding Company Merger Agreement, the
Subsidiary Merger Agreement, the Representations, and the
Registration Statement. Any change in such facts may adversely
affect our opinion. Furthermore, our opinion is based upon our
understanding of 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

2
<PAGE> 3

prospectively or retroactively. We assume no obligation to update
our opinion for any deletions or additions to or modification of
any law applicable to the Merger. In addition, we express no
opinion as to any state or local tax consequences with respect to
these transactions. Each shareholder of Woodland should consult
his or her own tax advisor for assurance as to the particular tax
consequences to him or her of the Merger and any reporting
requirements which may be applicable thereto.

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

<PAGE> 1

Exhibit (23)(a)
---------------

Consent of Ernst & Young

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 411,721 shares
of its common stock and to the incorporation by reference therein
of our report dated January 21, 1993, 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, 1992, filed with the Securities and
Exchange Commission.

/s/ Ernst & Young

St. Louis, Missouri

February 3, 1994

<PAGE>1

Exhibit (23)(b)
---------------

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption
"Experts" and to the use of our report dated December 15, 1993,
with respect to the consolidated financial statements of Woodland
Bancorp, Inc. included in the Registration Statement (Form S-4) and
related Prospectus of Boatmen's Bancshares, Inc. for the
registration of 411,721 shares of its common stock.

/s/ Ernst & Young

Tulsa, Oklahoma

February 3, 1994

<PAGE> 1

Exhibit (99)(b)
---------------

On letterhead of:

Woodland Bancorp, Inc.

February 7, 1994

Dear Shareholder:

We are pleased to invite you to attend the Special Meeting
of Shareholders of Woodland Bancorp, Inc. ("Woodland") on March
11, 1994. The Special Meeting will be held at the offices of
Woodland Bank at 6701 Memorial, Tulsa, Oklahoma 74133, commencing
at 10:00 a.m. local time.

At the Special Meeting, Woodland shareholders will be asked
to approve the merger of Woodland with a subsidiary of Boatmen's
Bancshares, Inc. ("Boatmen's"). The merger terms provide that
upon consummation of the merger each outstanding share of common
stock of Woodland will be converted into 1.08 shares 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 Woodland 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
Woodland 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 Woodland 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
Prospectus/Proxy Statement 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)
-------------

WOODLAND BANCORP, INC.
AN OKLAHOMA CORPORATION

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

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MARCH 11, 1994

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

The Special Meeting of Shareholders of Woodland Bancorp,
Inc. ("Woodland") will be held on March 11, 1994, at 10:00 a.m.,
local time, at the offices of Woodland Bank, 6701 South Memorial,
Tulsa, Oklahoma 74133, for the following purpose:

To consider and vote upon a proposal to approve
and adopt the Agreement and Plan of Merger dated
November 6, 1993, attached as Exhibit A to the
accompanying Prospectus/Proxy Statement,
providing for the merger of Woodland with and
into Boatmen's Oklahoma, Inc., an Oklahoma
corporation and wholly owned subsidiary of
Boatmen's Bancshares, Inc.

Only the holders of common stock of Woodland of record at
the close of business on January 11, 1994 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 Woodland 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

Tulsa, Oklahoma

February 7, 1994

WOODLAND SHAREHOLDERS SHOULD NOT SEND IN THEIR STOCK CERTIFICATES
UNTIL THEY RECEIVE THE LETTER OF TRANSMITTAL FORM AND
INSTRUCTIONS FOR SUBMITTING SUCH CERTIFICATES.