<PAGE> 1
Registration No. 33-----
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------------------------
BOATMEN'S BANCSHARES, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Missouri 43-0672260
- ----------------------------------- ------------------------------------
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
One Boatmen's Plaza, 800 Market Street, St. Louis, Missouri 63101 (314) 466-6000
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
FOURTH FINANCIAL CORPORATION
----------------------------
1993 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------
(Full Title of the Plan)
-----------------------------------------------------------
JAMES W. KIENKER
Executive Vice President
Boatmen's Bancshares, Inc.
One Boatmen's Plaza, 800 Market Street
St. Louis, Missouri 63101
------------------------------------------
(Name and Address of Agent for Service)
(314) 466-7718
------------------
(Telephone Number, Including
Area Code, of Agent for Service)
Copies to:
SCOTT J. LUEDKE, Esq.
Lewis, Rice & Fingersh, L.C.
500 North Broadway, Suite 2000
St. Louis, Missouri 63102
(314) 444-7600
-------------------------------------------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
=============================================================================================================
<CAPTION>
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Per Aggregate Offering Registration
to be Registered Registered Share<F1> Price<F1> Fee<F1>
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, $1.00 par value 85,300 $26.56 $2,265,568 $781.23
=============================================================================================================
<FN>
<F1> The securities registered hereunder are to be offered pursuant
to the Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, as amended March 16, 1995. In accordance with
Rule 457(h)(1), the aggregate offering price and the
registration fee are computed based upon the price at which
the shares may be purchased.
</TABLE>
===========================================================================
<PAGE> 2
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Information contained in the following documents of Boatmen's
Bancshares, Inc. (the "Corporation") filed with the Securities and
Exchange Commission (the "Commission") is incorporated herein by
reference:
(a) The Corporation's Annual Report on Form 10-K for the year
ended December 31, 1994, as filed with the Commission pursuant to
Section 13(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act");
(b) All other reports filed by the Corporation pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1994;
(c) The description of the Corporation's common stock (the
"Common Stock") contained in the Corporation'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
Corporation's preferred share purchase rights contained in the
Corporation's Registration Statement on Form 8-A under the Exchange
Act filed August 14, 1990 and the Rights Agreement, dated as of
August 14, 1990, included as an Exhibit thereto, as amended by the
Amendment to the Rights Agreement, dated as of January 26, 1993,
included as an Exhibit to the Corporation's Annual Report on Form
10-K for the fiscal year ended December 31, 1992.
All reports and other documents subsequently filed by the
Corporation pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from
the date of the filing of such reports and documents.
ITEM 5. INTERESTS OF COUNSEL AND NAMED EXPERTS.
Certain legal matters in connection with the shares of Common
Stock to be offered hereby have been passed upon for the
Corporation by Lewis, Rice & Fingersh, L.C., St. Louis, Missouri.
Members of, and attorneys employed by, that firm owned directly or
indirectly as of November 1, 1995, approximately 76,995 shares of
Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 351.355(1) and (2) of The General 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 a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses, judgments, fines and amounts
paid in settlement
II-1
<PAGE> 3
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 further 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 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
by-law 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 the Corporation provides that the Corporation
shall indemnify its directors and certain of its executive officers
to the full extent specified in Section 351.355 and, in addition,
shall indemnify each of them against all expenses incurred in
connection with any claim by reason of service for or at the
request of the Corporation in any of the capacities referred to in
Section 351.355 or arising out of his or her status in any such
capacity, provided that he or she may not be indemnified against
conduct finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct, 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, the
Corporation'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 the Corporation in
the discharge of their duties solely in their capacity as directors
or officers of the Corporation, individually or collectively, or
any matter claimed against them solely by reason of their being
directors or officers of the Corporation.
ITEM 8. EXHIBITS.
The following exhibits are submitted herewith or incorporated
by reference herein:
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<S> <C>
4(a) Rights Agreement, dated as of August 14, 1990;
4(b) Amendment to Rights Agreement, dated as of January 26,
1993;
5 Opinion of Lewis, Rice & Fingersh, L.C. re legality;
II-2
<PAGE> 4
23(a) Consent of Lewis, Rice & Fingersh, L.C. (included in
opinion re legality);
23(b) Consent of Ernst & Young LLP;
23(c) Consent of KPMG Peat Marwick LLP;
23(d) Consent of Frost & Company; and
24 Powers of Attorney
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement;
(i) to include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) to include any material information with respect
to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
II-3
<PAGE> 5
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 (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) 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.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 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 Securities Act of 1933
and will be governed by the final adjudication of such issue.
II-4
<PAGE> 6
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the
Securities Act of 1933, as amended, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of St. Louis,
State of Missouri, on January 25, 1996.
BOATMEN'S BANCSHARES, INC.
By /s/ Andrew B. Craig, III
----------------------------------------
Andrew B. Craig, III
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons in their respective capacities on January 25,
1996.
<TABLE>
<CAPTION>
Name Title
- ---- -----
<S> <C>
/s/ Andrew B. Craig, III Chairman of the Board
- ----------------------------- and Chief Executive
Andrew B. Craig, III Officer (principal executive officer)
/s/ James W. Kienker Executive Vice President and
- ----------------------------- Chief Financial Officer
James W. Kienker (principal financial and
accounting officer)
* President and Director
- -----------------------------
Samuel B. Hayes, III
/s/ Gregory L. Curl Vice Chairman and Director
- -----------------------------
Gregory L. Curl
* Director
- -----------------------------
Richard L. Battram
* Director
- -----------------------------
B. A. Bridgewater, Jr.
II-5
<PAGE> 7
* Director
- -----------------------------
William E. Cornelius
* Director
- -----------------------------
John E. Hayes, Jr.
* Director
- -----------------------------
C. Ray Holman
* Director
- -----------------------------
John Peters MacCarthy
* Director
- -----------------------------
William E. Maritz
* Director
- -----------------------------
Richard E. Peck
* Director
- -----------------------------
Jerry E. Ritter
* Director
- -----------------------------
William P. Stiritz
* Director
- -----------------------------
Albert E. Suter
* Director
- -----------------------------
Dwight D. Sutherland
* Director
- -----------------------------
Theodore C. Wetterau
By /s/ James W. Kienker
---------------------------
* Attorney-in-Fact
</TABLE>
II-6
<PAGE> 8
<TABLE>
<CAPTION>
BOATMEN'S BANCSHARES, INC.
FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
Reg. S-K
Item 601
Exhibit No. Exhibit
- ----------- -------
<C> <S>
4(a) Rights Agreement, dated as of
August 14, 1990, is incorporated
herein by reference from the
Boatmen's Bancshares, Inc.
Registration Statement on Form 8-A,
dated August 14, 1990.
4(b) Amendment, dated as of January 26,
1993, to Rights Agreement dated
August 14, 1990, is incorporated
herein by reference from the
Boatmen's Bancshares, Inc. Annual
Report on Form 10-K for the fiscal
year ended December 31, 1992.
5 Opinion of Lewis, Rice & Fingersh,
L.C. re legality.
23(a) Consent of Lewis, Rice & Fingersh,
L.C. (in opinion re legality).
23(b) Consent of Ernst & Young LLP.
23(c) Consent of KPMG Peat Marwick LLP.
23(d) Consent of Frost & Company.
24 Powers of Attorney.
</TABLE>
<PAGE> 1
Exhibit 5
---------
<PAGE> 2
LEWIS, RICE & FINGERSH
A LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
500 N. BROADWAY, SUITE 2000
ST. LOUIS, MISSOURI 63102-2147
TEL (314) 444-7600
February 2, 1996
Boatmen's Bancshares, Inc.
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63101
RE: REGISTRATION STATEMENT ON FORM S-8 OF 85,300 SHARES
OF COMMON STOCK FOR THE FOURTH FINANCIAL CORPORATION
1993 EMPLOYEE STOCK PURCHASE PLAN
Gentlemen:
In connection with the registration of 85,300 shares of
common stock, par value $1.00 per share (the "Shares"), of
Boatmen's Bancshares, Inc. (the "Company") for issuance pursuant
to the Fourth Financial Corporation 1993 Employee Stock Purchase
Plan (the "Plan"), you have requested that we furnish you with
our opinion as to the legality of such issuance of the Shares.
As counsel to the Company, we have participated in the
preparation of its Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement")
with respect to the Shares. We have examined and are familiar
with the Company's Restated Articles of Incorporation, Bylaws as
amended, records of corporate proceedings, the Plan and such
other documents and records as we have considered appropriate.
Based upon the foregoing, we are of the opinion that the
Shares have been duly and validly authorized and will, when
issued pursuant to the Plan, be legally issued, fully paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
LEWIS, RICE & FINGERSH, L.C.
/s/ Lewis, Rice & Fingersh, L.C.
ST. LOUIS, MISSOURI * KANSAS CITY, MISSOURI * CLAYTON, MISSOURI *
WASHINGTON, MISSOURI * BELLEVILLE, ILLINOIS * HAYS, KANSAS * LEAWOOD, KANSAS
<PAGE> 1
Exhibit 23(b)
-------------
<PAGE> 2
Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration
Statement (Form S-8) and related Prospectus pertaining to the
Fourth Financial Corporation 1993 Employee Stock Purchase Plan of
our reports (a) dated January 19, 1995, 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, 1994, and (b) dated January 19, 1995
(except for the pooling of interests with Worthen Banking
Corporation as of February 28, 1995, and Note 3, for which the
date is April 1, 1995), with respect to the supplemental
consolidated financial statements of Boatmen's Bancshares, Inc.
as of December 31, 1994, and 1993, and for each of the three years
in the period ended December 31, 1994, included in its Current
Report on Form 8-K dated April 28, 1995, both filed with the
Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
St. Louis, Missouri
January 31, 1996
<PAGE> 1
Exhibit 23(c)
-------------
<PAGE> 2
CONSENT OF KPMG PEAT MARWICK LLP
-------------------------------
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of Boatmen's Bancshares, Inc. for the
Fourth Financial Corporation 1993 Employee Stock Purchase Plan of
our report dated February 24, 1995 with respect to the
consolidated balance sheets of Worthen Banking Corporation and
subsidiaries as of December 31, 1994 and 1993 and the related
consolidated statements of earnings, stockholders' equity and
cash flows for each of the years in the three-year period ended
December 31, 1994 which report is included as an exhibit to the
Boatmen's Bancshares, Inc. Form 8-K dated April 28, 1995. Our
report refers to changes in the methods of accounting for
investments in 1994 and income taxes in 1993.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Little Rock, Arkansas
January 29, 1996
<PAGE> 1
Exhibit 23(d)
-------------
<PAGE> 2
Consent of Independent Auditors
-------------------------------
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of Boatmen's Bancshares, Inc.
of our report dated January 22, 1993, relating to the consolidated and
parent only statements of income, retained earnings and cash flows of
The Union of Arkansas Corporation and Subsidiaries for the year ended
December 31, 1992 (not presented separately herein) which report
appears in of Boatmen's Bancshares, Inc.'s Form 8-K dated April 28,
1995 and to all references to our Firm included in this registration
statement.
/s/ Frost & Company
--------------------------------
Frost & Company
Certified Public Accountants
Little Rock, Arkansas
January 31, 1996
<PAGE> 1
Exhibit 24
----------
<PAGE> 2
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 25, 1996
/s/ Richard L. Battram
-------------------------------------
Richard L. Battram
<PAGE> 3
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 25, 1996
/s/ B. A. Bridgewater, Jr.
-------------------------------
B. A. Bridgewater, Jr.
<PAGE> 4
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 24, 1996
/s/ William E. Cornelius
-------------------------------------
William E. Cornelius
<PAGE> 5
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 26, 1996
/s/ John E. Hayes, Jr.
-------------------------------------
John E. Hayes, Jr.
<PAGE> 6
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 25, 1996
/s/ Samuel B. Hayes, III
-------------------------------------
Samuel B. Hayes, III
<PAGE> 7
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 25, 1996
/s/ C. Ray Holman
-------------------------------------
C. Ray Holman
<PAGE> 8
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 25, 1996
/s/ John Peters MacCarthy
-------------------------------------
John Peters MacCarthy
<PAGE> 9
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 25, 1996
/s/ William E. Maritz
-------------------------------------
William E. Maritz
<PAGE> 10
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 25, 1996
/s/ Richard E. Peck
-------------------------------------
Richard E. Peck
<PAGE> 11
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 26, 1996
/s/ Jerry E. Ritter
-------------------------------------
Jerry E. Ritter
<PAGE> 12
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 26, 1996
/s/ William P. Stiritz
-------------------------------------
William P. Stiritz
<PAGE> 13
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 25, 1996
/s/ Albert E. Suter
-------------------------------------
Albert E. Suter
<PAGE> 14
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 30, 1996
/s/ Dwight D. Sutherland
-------------------------------------
Dwight D. Sutherland
<PAGE> 15
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 23, 1996
/s/ Theodore C. Wetterau
-------------------------------------
Theodore C. Wetterau
