BOATMENS BANCSHARES INC /MO, DEF 14A, 1996-03-13

BOATMENS BANCSHARES INC /MO
DEF 14A, 1996-03-13
NATIONAL COMMERCIAL BANKS

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<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
/X/ Definitive Proxy Statement Rule 14a-6(e)(2))

/ / Definitive Additional Materials

/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

BOATMEN'S BANCSHARES, INC.
---------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

---------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2)
or Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

1) Title of each class of securities to which transaction applies:

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

2) Aggregate number of securities to which transaction applies:

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

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (Set forth the amount on which
the filing fee is calculated and state how it was determined.)

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

4) Proposed maximum aggregate value of transaction:

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

5) Total fee paid:

/X/ Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

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

2) Form, Schedule or Registration Statement No.:

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

3) Filing Party:

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

4) Date Filed:

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

<PAGE> 2
BOATMEN'S(R)
BANCSHARES, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

March 13, 1996

TO SHAREHOLDERS OF

BOATMEN'S BANCSHARES, INC.

Notice is hereby given that the annual meeting of shareholders
of Boatmen's Bancshares, Inc. will be held at the Albuquerque
Convention Center, Kiva Auditorium, 401 Second Street N.W.,
Albuquerque, New Mexico 87102, on Tuesday, April 23, 1996, at
10:30 a.m. for the purpose of considering and voting upon the
following matters:

1. The election of five Directors, each to hold office for a
term of three years and until his successor shall have been duly
elected and qualified.

2. The adoption of an amendment to the Restated Articles of
Incorporation of Boatmen's Bancshares, Inc. to increase the
authorized shares of Common Stock from 200,000,000 to 250,000,000.

3. The adoption of an amendment to the Boatmen's Bancshares,
Inc. 1990 Stock Purchase Plan for Employees to increase the number
of authorized shares of Common Stock under the Plan.

4. The approval of the Boatmen's Bancshares, Inc. 1996 Stock
Incentive Plan.

5. Any other business which may be brought before the meeting
or any adjournment thereof.

FORREST S. FITZROY

Secretary

WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE, WHETHER YOU PLAN TO ATTEND THE MEETING IN PERSON OR NOT.
IF YOU DO ATTEND THE MEETING, YOU MAY THEN WITHDRAW YOUR PROXY, IF
YOU WISH.

<PAGE> 3
BOATMEN'S BANCSHARES, INC.

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS

APRIL 23, 1996

This proxy statement is furnished in connection with the solicitation by the
Board of Directors of Boatmen's Bancshares, Inc. (the ``Corporation'') of
proxies to be voted at the annual meeting of shareholders to be held at 10:30
a.m. on April 23, 1996, at the Albuquerque Convention Center, Kiva Auditorium,
401 Second Street N.W., Albuquerque, New Mexico 87102. This proxy statement and
the form of proxy were first mailed to shareholders on March 13, 1996. Any
shareholder executing a proxy which is solicited hereby has the power to revoke
it. Revocation may be made effective by giving written notice to the Corporation
at any time prior to exercise of the proxy.

Proxies will be solicited by mail. They also may be solicited by officers
and regular employees of the Corporation, personally or by telephone or other
electronic means, but such persons will not be specially compensated for their
services. The Corporation has retained Corporate Investor Communications, Inc.,
a proxy solicitation firm, to assist in the solicitation of proxies from banks,
brokers, nominees and intermediaries at a base fee of $6,000, plus reasonable
out-of-pocket expenses. All expenses of solicitation will be paid by the
Corporation.

As of March 4, 1996, there were 157,841,582 shares of Common Stock, $1.00
par value (the ``Common Stock''), and 9,609 shares of 7% Cumulative Redeemable
Preferred Stock, Series B, $100 Stated Value, (the ``Series B Preferred'')
(together hereinafter ``Voting Stock'') outstanding. Only holders of record of
such Voting Stock at the close of business on March 4, 1996, are entitled to
notice of and to vote at the annual meeting. Each holder of shares of Voting
Stock of record on that date is entitled to one vote for each share of Voting
Stock held, 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 or may be distributed among two or more candidates. There is no
condition precedent to the exercise of these cumulative voting rights. The
affirmative vote of at least a plurality of the votes cast by the holders of
Voting Stock represented in person or by proxy at the annual meeting is required
to elect Directors. Abstentions and withholding of votes for directors, as well
as shares not voted on less than all matters by brokers holding shares on behalf
of beneficial owners (``broker non-votes''), will be counted for purposes of
determining a quorum at the meeting; as to each matter to be acted upon, other
than the election of directors, abstentions are deemed represented at the
meeting and therefore will be counted in calculating voting results on such
matter, but broker non-votes will not.

The following table sets forth, as of February 29, 1996, the name and
address of each beneficial owner of more than 5% of the Corporation's Common
Stock and Series B Preferred known to the Board of Directors of the Corporation,
showing the amount and nature of such beneficial ownership:

<PAGE> 4

<TABLE>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP
<CAPTION>
VOTING POWER INVESTMENT POWER TOTAL
NAME & ADDRESS OF ------------ ---------------- BENEFICIAL PERCENT
BENEFICIAL OWNER SOLE SHARED SOLE SHARED OWNERSHIP OF CLASS
---------------- ---- ------ ---- ------ ---------- --------

<S> <C> <C> <C> <C> <C> <C>
COMMON STOCK:

Boatmen's Bancshares, Inc.<F1>....... --0-- 10,934,873 --0-- 10,435,446 11,331,104 7.2%
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63101

SERIES B PREFERRED:

Carolyn C. Glassman & Albert
Irl Dubinsky....................... 2,018 --0-- 2,018 --0-- 2,018 21.0
TR UA DTD April 8, 1982
Carolyn Glassman Trust
1815 Locust Street
St. Louis, Missouri 63103

Mabel B. Howard...................... 1,096 --0-- 1,096 --0-- 1,096 11.4
315 N. 14th Street
Mount Vernon, Illinois 62864

Helen Lucille Powers................. 975 --0-- 975 --0-- 975 10.1
935 North 27th Street
Mount Vernon, Illinois 62864

<FN>
- -------
<F1>The Corporation itself holds no shares as record owner. However,
subsidiaries of the Corporation hold shares in various fiduciary capacities
and, by virtue of sole or shared voting or investment power with respect to
such shares, are deemed to own them beneficially. As parent of its
subsidiaries, the Corporation may be deemed to share voting power or
investment power, or both, as to all shares beneficially owned by those
subsidiaries and is therefore deemed a beneficial owner of all such shares.
It is the practice of those subsidiaries when holding shares as sole trustee
or sole executor to vote said shares but, where shares are held as
co-executor or co-trustee, approval is obtained from the co-fiduciary prior
to voting.
</TABLE>

<PAGE> 5
SHAREHOLDER PROPOSALS

The Corporation's Amended Bylaws require that notice of shareholder
nominations for Directors and proposals of business to be transacted at the
Corporation's annual meeting of shareholders must be received by the Secretary
of the Corporation not less than 75 days prior to the date of the annual meeting
in order to be considered.

If shareholder proposals are to be considered for inclusion in the
Corporation's proxy statement and form of proxy for a forthcoming annual
meeting, such proposals must be submitted on a timely basis and the proposals
and proponents thereof must meet the requirements established by the Securities
and Exchange Commission (the ``SEC'') for shareholder proposals. Such proposals
for the annual meeting to be held in April 1997 must be received by the
Corporation no later than November 13, 1996. Any such proposals, together with
supporting statements, should be directed to the Secretary of the Corporation.

ITEM 1. ELECTION OF DIRECTORS AND
INFORMATION WITH RESPECT TO DIRECTORS AND EXECUTIVE OFFICERS

The first item to be acted upon at the annual meeting of shareholders is the
election of five (5) Directors to serve as members of Class III, each to hold
office for a term of three (3) years and until his successor shall have been
duly elected and qualified.

The Corporation's Restated Articles of Incorporation and Amended Bylaws
provide that the number of Directors to constitute the Board of Directors shall
consist of not less than fifteen (15) nor more than twenty-seven (27) and that
the total number of Directors may be fixed, within the minimum and maximum
numbers, by a vote of a majority of the Directors then in office. Pursuant to
these provisions, the number of Directors has been fixed at seventeen (17)
effective with the annual meeting of shareholders. The Restated Articles of
Incorporation also provide that the Board of Directors shall be divided into
three (3) classes, as nearly equal as possible, with one class to be elected
annually for a three (3) year term, and designate the Class III Directors for
election at the 1996 annual meeting of shareholders.

All proxies in the form enclosed herewith which are received by the Board of
Directors conferring authority to vote in the election of Directors will be
voted FOR the five (5) nominees listed below equally or in such other
proportions as the appointed proxy holders, upon the direction of the Board of
Directors, shall deem appropriate, except that special instructions received
from any shareholder by proxy to exercise his cumulative voting rights in any
way shall be followed. In the event any nominee declines or is not able to
serve, it is intended that the proxies will be voted for a successor nominee
designated by the Board of Directors. The Board of Directors knows of no reason
to believe that any nominee will decline or be unable to serve if elected.

<PAGE> 6

<TABLE>
<CAPTION>
INFORMATION ABOUT NOMINEES FOR DIRECTORS:
CLASS III DIRECTORS

NAME AND AGE PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS
- -------------------------------------------------------------------------------------------------------------------
<C> <S> <C>

[PHOTO] ANDREW B. CRAIG, III Chairman of the Board and Chief Executive Officer of
Served as a Director the Corporation
since 1985; Age: 64 Director of Anheuser-Busch Companies, Inc.; Laclede Gas
Company; Petrolite Corporation

[PHOTO] RUSSELL W. MEYER, JR. Chairman and Chief Executive Officer, The Cessna Aircraft
Served as a Director Company (general aviation aircraft manufacturer)
since 1996; Age: 63
Director of Vanguard Airlines, Inc.; Western Resources,
Inc.

[PHOTO] ALBERT E. SUTER Director, Senior Vice Chairman of the Board and Chief
Served as a Director Operating Officer, Emerson Electric Co. (manufacturer of
since 1990; Age: 60 electrical and electronic products)

[PHOTO] DWIGHT D. SUTHERLAND Partner, Sutherland Lumber Company (retailer of lumber and
Served as a Director building materials)
since 1985; Age: 73
Director of Automobile Club of Missouri; American
Automobile Association; Datapoint Corporation

Retired Chairman of the Board and Chief Executive Officer,
[PHOTO] THEODORE C. WETTERAU Wetterau Incorporated (a SUPERVALU Company); Retired Vice
Served as a Director Chairman of the Board and Director, SUPERVALU Inc.
since 1985; Age: 68
Director of Automobile Club of Missouri; General American
Life Insurance Company; GenCare Health Systems, Inc.;
Maritz Inc.

<PAGE> 7
<CAPTION>
INFORMATION ABOUT DIRECTORS CONTINUING IN OFFICE:
CLASS I DIRECTORS
(TERMS EXPIRING 1997)

NAME AND AGE PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS
- ------------------------------------------------------------------------------------------------------------------
<C> <S> <C>

[PHOTO B. A. BRIDGEWATER, JR. Chairman of the Board, President and Chief Executive
Served as a Director Officer, Brown Group, Inc. (footwear)
since 1983; Age: 61
Director of ENSERCH Corporation; Enserch Exploration,
Inc.; FMC Corporation; McDonnell Douglas Corporation

Chairman of the Board, President and Chief Executive
[PHOTO] JOHN E. HAYES, JR. Officer, Western Resources, Inc. (diversified energy
Served as a Director company)
since 1986; Age: 58
Director of Cellular, Inc.; Security Benefit Group;
TeleMatic, Inc.

[PHOTO] SAMUEL B. HAYES, III
Served as a Director President of the Corporation
since 1988; Age: 59

[PHOTO] DARRELL G. KNUDSON Executive Vice President of the Corporation; Chairman of
Served as a Director the Board, President and Chief Executive Officer of Bank
since 1996; Age 58 IV, N.A. (a subsidiary of the Corporation)

[PHOTO] JERRY E. RITTER Executive Vice President, Chief Financial and
Served as a Director Administrative Officer, Anheuser-Busch Companies, Inc.
since 1986; Age: 61 (brewing of beer, food products and family entertainment)

<PAGE> 8
<CAPTION>
CLASS I DIRECTORS (CONTINUED)
(TERMS EXPIRING 1997)

NAME AND AGE PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS
- ------------------------------------------------------------------------------------------------------------------
<C> <S> <C>

Chairman of the Board and Chief Executive Officer, Ralston
[PHOTO] WILLIAM P. STIRITZ Purina Company (animal foods; batteries; food processing)
Served as a Director
since 1982; Age: 61 Director of Angelica Corporation; Ball Corporation;
Interstate Bakeries Corporation;
The May Department Stores Company; Ralcorp Holdings, Inc.;
Reinsurance Group of America, Inc.
<CAPTION>

CLASS II DIRECTORS
(TERMS EXPIRING 1998)

[PHOTO] RICHARD L. BATTRAM
Served as a Director Executive Vice Chairman of the Board, The May
since 1986; Age: 61 Department Stores Company (retailer)

Retired Chairman of the Board and Chief
[PHOTO] WILLIAM E. CORNELIUS Executive Officer, Union Electric Company
Served as a Director (electric utility)
since 1981; Age: 64
Director of General American Life Insurance
Company; McDonnell Douglas Corporation; Union
Electric Company

[PHOTO] GREGORY L. CURL
Served as a Director Vice Chairman of the Corporation
since 1995; Age: 47

Chairman of the Board and Chief Executive
[PHOTO] C. RAY HOLMAN Officer, Mallinckrodt Group Inc. (human and
Served as a Director animal health care products and specialty
since 1995; Age: 53 chemicals)

Director of Laclede Gas Company

<PAGE> 9
<CAPTION>
CLASS II DIRECTORS (CONTINUED)
(TERMS EXPIRING 1998)
<C> <S> <C>
NAME AND AGE PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS
- ------------------------------------------------------------------------------------------------------------------

Chairman of the Board and Chief Executive Officer, Maritz
[PHOTO] WILLIAM E. MARITZ Inc., (performance improvement, travel, communication,
Served as a Director business meeting, training and marketing research company)
since 1992; Age: 67
Director of Brown Group, Inc.; General American Life
Insurance Company; Petrolite Corporation

[PHOTO] RICHARD E. PECK
Served as a Director President, University of New Mexico (32,000 student
since 1995; Age: 59 multi-campus university)

</TABLE>

Each of the Directors has held the same position or another executive
position with the same employer during the past five years.

The Board of Directors of the Corporation met seven times during 1995. All
of the incumbent Directors attended 75% or more of the total meetings of the
Board and all committees on which they served except for the following: William
E. Maritz and Jerry E. Ritter.

The Nominating Committee is appointed by the Board of Directors annually or
more often and is comprised of three or more Directors who are not officers or
employees of the Corporation. The Nominating Committee met once during 1995. It
is presently comprised of the following members: William P. Stiritz, Chairman,
Albert E. Suter and Theodore C. Wetterau.

The functions of the Nominating Committee are to recommend to the Board of
Directors a slate of nominees for Director to be presented for election by
shareholders at each annual meeting of the Corporation and to recommend to the
Board of Directors persons to fill vacancies on the Board. The Committee will
consider nominees for Director submitted in writing to the attention of the
Secretary of the Corporation.

<PAGE> 10
SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth, as of March 4, 1996, the number of shares of
all equity securities of the Corporation owned beneficially by each Director
(including nominees for Director), Executive Officers named in the Summary
Compensation Table, and all Directors and Executive Officers as a group,
including options exercisable within 60 days for the purchase of shares.

<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
OF THE CORPORATION
BENEFICIALLY OWNED<F1>
AS OF MARCH 4, 1996
------------------------
OPTIONS AND PERCENT
BENEFICIAL OWNERS SHARES<F2> CONVERTIBLES OF CLASS<F3>
----------------- --------- ------------ ------------

<S> <C> <C> <C>
Richard L. Battram....................... 3,000 -- --

B. A. Bridgewater, Jr.................... 20,000 -- --

William E. Cornelius..................... 7,668 -- --

Andrew B. Craig, III..................... 39,529 215,926 --

Gregory L. Curl.......................... 10,798 66,147 --

John E. Hayes, Jr........................ 6,000 -- --

Samuel B. Hayes, III..................... 37,111 135,488 --

C. Ray Holman............................ 1,029 -- --

Darrell G. Knudson....................... 98,822 64,650 --

John Peters MacCarthy<F4>................ 67,449 -- --

William E. Maritz........................ 11,364 -- --

Russell W. Meyer, Jr..................... 222,143 7,048<F5> --

Richard E. Peck.......................... 474 -- --

Jerry E. Ritter.......................... 5,036 -- --

William P. Stiritz....................... 2,920 -- --

Albert E. Suter.......................... 4,200 -- --

Dwight D. Sutherland<F6>................. 654,596 -- --

Ted C. Wetterau.......................... 7,789 -- --

John M. Brennan<F7>...................... 38,656 29,572 --

James W. Kienker......................... 12,980 63,946 --

Directors, Nominees and Executive
Officers as a Group.................... 1,251,565 581,279 1.1%

<FN>
- -------
<F1> Beneficial ownership of shares, as determined in accordance with applicable
SEC rules, includes shares as to which a person directly or indirectly has
or shares voting power or investment power or both.

<F2> Fractional shares omitted.

<F3> Assumes, with respect to persons holding such options and/or convertibles,
exercise of options for the purchase of 4,052,645 shares of Common Stock
and/or the conversion of 247,729 Depositary Shares representing interests
in the Company's 7% Cumulative Convertible Preferred Stock, Series A,
stated value $100 per share, liquidation preference $400 per share (the
``Series A Preferred''). The percentage is less than 1.0% except as
otherwise noted.

<F4> Includes 30,000 shares held in Mr. MacCarthy's Charitable Lead Trust of
which his wife is a trustee and 3,652 shares of which his wife is sole
owner. Mr. MacCarthy disclaims beneficial ownership of these shares.

<F5> Includes 1,048 shares to reflect the number of shares of Common Stock Mr.
Meyer may beneficially acquire upon conversion of 1,218 Depositary Shares
representing interests in the Company's Series A Preferred.

<F6> Includes 181,596 shares under trust or agency agreements for which Mr.
Sutherland is trustee.

<F7> Includes 13,448 shares of which Mr. Brennan's wife is sole owner and as to
which Mr. Brennan disclaims beneficial ownership.
</TABLE>

<PAGE> 11
EXECUTIVE COMPENSATION

The following table sets forth on an accrual basis for the three fiscal
years ended December 31, 1995, the compensation paid to the Corporation's Chief
Executive Officer and the four most highly compensated Executive Officers other
than the Chief Executive Officer.

<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------- ------------
AWARDS PAYOUTS
------ -------
OTHER
ANNUAL SECURITIES LONG TERM ALL OTHER
COMPEN- UNDERLYING INCENTIVE COMPEN-
SALARY BONUS SATION OPTIONS/ PAYOUTS SATION
NAME AND PRINCIPAL POSITION YEAR ($)<F1> ($) ($)<F2> SARS (#)<F4> ($) ($)<F5>
--------------------------- ---- -------- -------- ------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>

Andrew B. Craig, III 1995 $650,025 $500,000 $25,364 42,200 $474,500 $5,900
Chairman of the Board and Chief 1994 $625,024 $307,800 21,700 $246,533 $5,900
Executive Officer of the 1993 $587,523 $373,750 21,400 $408,750 $5,897
Corporation

Samuel B. Hayes, III 1995 $485,019 $218,250 $25,841 28,300 $276,928 $5,900
President of the Corporation; 1994 $471,838 $215,139 14,900 $162,756 $5,900
Chairman of the Board of 1993 $449,837 $220,500 14,800 $240,000 $5,880
The Boatmen's National Bank of
St. Louis

Gregory L. Curl 1995 $320,012 $144,000 $92,052<F3> 18,700 $153,424 $4,400
Vice Chairman of the Corporation 1994 $275,571 $126,935 7,500 $ 79,811 $4,400
1993 $223,569 $108,000 7,200 $112,350 $5,871

John M. Brennan 1995 $272,950 $109,176 $14,513 16,000 $158,546 $4,500
Executive Vice President of the 1994 $268,975 $111,296 8,600 $ 94,324 $4,500
Corporation 1993 $259,905 $127,400 8,600 $143,100 $4,497

James W. Kienker 1995 $275,000 $110,000 $11,736 16,100 $147,560 $4,500
Executive Vice President and Chief 1994 $253,318 $100,926 7,800 $ 82,485 $4,500
Financial Officer of the 1993 $231,409 $111,250 7,600 $112,350 $4,043
Corporation

<FN>
- ---------
<F1> Includes deferred compensation.

<F2> Includes amounts reimbursed for the payment of taxes on automobiles and club
memberships.

<F3> Includes club initiation and membership fees of $44,835.

<F4> Each non-qualified option granted in 1994 and 1993 was granted with a tandem
stock appreciation right.

<F5> Includes contributions to the Corporation's 401(k) Plan (1995 employer
contributions: Mr. Craig--$4,500; Mr. Hayes--$4,500; Mr. Curl--$3,000; Mr.
Brennan--$4,500; and Mr. Kienker--$4,500) and Stock Purchase Plan (1995
employer contributions: Mr. Craig--$1,400; Mr. Hayes--$1,400; and Mr.
Curl--$1,400).
</TABLE>

<PAGE> 12
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR

<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------
NUMBER OF POTENTIAL REALIZABLE VALUE AT
SECURITIES ASSUMED ANNUAL RATES OF
UNDERLYING % OF TOTAL STOCK APPRECIATION FOR
OPTIONS/ OPTIONS/SARS OPTION TERM<F3>
SARS GRANTED TO EXERCISE OR ---------------------------------
GRANTED EMPLOYEES IN BASE PRICE EXPIRATION 0% 5% 10%
NAME #<F1> FISCAL YEAR ($/SH)<F2> DATE ($) ($) ($)
---- --------- ------------ ----------- ---------- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C>

Andrew B. Craig, III......... 42,200 2.81% $30.875 02/06/05 $0 $819,402 $2,076,527

Samuel B. Hayes, III......... 26,300 1.88% $30.875 02/06/05 $0 $549,504 $1,392,552

Gregory L. Curl.............. 18,700 1.24% $30.875 02/06/05 $0 $363,100 $ 920,167

John M. Brennan.............. 16,000 1.06% $30.875 02/06/05 $0 $310,674 $ 787,308

James W. Kienker............. 16,100 1.07% $30.875 02/06/05 $0 $312,616 $ 792,229

<FN>
- ---------
<F1> The stock options, which were granted on February 2, 1995, become
exercisable at the rate of one-third on each of the first three anniversary
dates of the grant, subject to acceleration in the event of a ``change in
control''.

<F2> Exercise or base price is equal to the closing trade price on the date of
grant.

<F3> Pre-tax gain. The dollar amounts under these columns are the result of
calculations at 0% and at the 5% and 10% rates set by the SEC and,
therefore, are not intended to forecast possible future appreciation, if
any, of the Corporation's stock price. The Corporation's per share stock
price would be $50.292 and $80.082 if increased 5% and 10%, respectively,
compounded annually over the option term.
</TABLE>

<TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
UNDERLYING UNEXERCISED OPTIONS/SARS AT
SHARES OPTIONS/SARS AT FY-END FY-END<F2>
ACQUIRED VALUE --------------------------- ---------------------------
ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#) ($)<F1> # # $ $
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>

Andrew B. Craig, III............ 0 $ 0 181,219 70,075 $4,013,028 $ 858,303

Samuel B. Hayes, III............ 0 $ 0 111,549 47,773 $2,396,099 $ 590,060

Gregory L. Curl................. 1,200 $21,189 52,858 28,256 $1,068,848 $ 336,591

John M. Brennan................. 0 $ 0 33,361 27,347 $ 665,194 $ 339,569

James W. Kienker................ 0 $ 0 51,290 25,990 $1,094,534 $ 315,075

<FN>
- ---------
<F1> Pre-tax gain. Amounts shown represent the difference between the stock
option grant price and the market value of the stock on the date of
exercise.

<F2> Pre-tax gain. Value of unexercised in-the-money options based on December
31, 1995 closing trade price of $40.875.
</TABLE>

<TABLE>
LONG-TERM INCENTIVE PLAN--AWARDS IN LAST FISCAL YEAR
<CAPTION>
PERFORMANCE OR ESTIMATED FUTURE PAYOUTS UNDER
OTHER PERIOD NON-STOCK PRICE BASE PLANS
UNTIL ----------------------------------------------------
MATURATION MINIMUM THRESHOLD TARGET MAXIMUM
NAME OR PAYOUT $ $ $ $
---- --------------- ------- --------- ------ -------
<S> <C> <C> <C> <C> <C>

Andrew B. Craig, III...................... Three Years $0 $216,000 $360,000 $510,000

Samuel B. Hayes, III...................... Three Years $0 $111,550 $218,250 $324,950

Gregory L. Curl........................... Three Years $0 $ 73,600 $144,000 $214,400

John M. Brennan........................... Three Years $0 $ 54,588 $109,176 $163,764

James W. Kienker.......................... Three Years $0 $ 55,000 $110,000 $165,000
</TABLE>

<PAGE> 13

The Corporation's long-term incentive plan makes cash payouts pursuant to a
formula based upon total shareholder return over three-year periods, beginning
annually, measured against a peer group of approximately 40 other financial
institutions and adjusted upward or downward in relation to the attainment of
objectives for average annual earnings per share growth rate as set by the
Compensation Committee at the beginning of each three-year period.

Estimated future payouts are based on average base salary for the three-year
performance period, 1995-1997, but assume no increase in base salary during the
performance period. The payouts, if any, will be made in 1998.

RETIREMENT BENEFITS

Executive Officers of the Corporation participate in the Boatmen's
Bancshares, Inc. Retirement Plan for Employees (the ``Retirement Plan'') and the
Boatmen's Supplemental Retirement Plan (the ``BSRP''). The purpose of the BSRP
is to supplement the benefits payable under the Retirement Plan to the extent
they are reduced on account of the limitations imposed by the Internal Revenue
Code (maximum compensation and maximum benefit) and also to include bonuses
which are excluded from earnings used to calculate benefits under the Retirement
Plan.

<TABLE>
PENSION PLAN TABLE
<CAPTION>
YEARS OF SERVICE
------------------------------------------------------------------
REMUNERATION 15 20 25 30 35
------------ -- -- -- -- --
<S> <C> <C> <C> <C> <C>

$ 200,000........................... $ 45,000 $ 60,000 $ 75,000 $ 90,000 $ 105,000

400,000........................... 90,000 120,000 150,000 180,000 210,000

600,000........................... 135,000 180,000 225,000 270,000 315,000

800,000........................... 180,000 240,000 300,000 360,000 420,000

1,000,000.......................... 225,000 300,000 375,000 450,000 525,000

1,200,000.......................... 270,000 360,000 450,000 540,000 630,000

1,400,000.......................... 315,000 420,000 525,000 630,000 735,000

1,600,000.......................... 360,000 480,000 600,000 720,000 840,000

1,800,000.......................... 405,000 540,000 675,000 810,000 945,000

2,000,000.......................... 450,000 600,000 750,000 900,000 1,050,000
</TABLE>

Remuneration in the Pension Plan table includes annual base salary, annual
bonus and long-term incentive payouts as reported in the Summary Compensation
Table. As of December 31, 1995, years of credited service for purposes of
computing retirement benefits under the Retirement Plan and the BSRP for the
named executives are as follows: Andrew B. Craig, III--33, Samuel B. Hayes,
III--24, Gregory L. Curl--20, John M. Brennan--25 and James W. Kienker--15.

Retirement benefits under the retirement plans are based upon final average
earnings and years of credited service up to a maximum of 35 years. Generally,
final average earnings are the average of an employee's highest five consecutive
years' earnings out of the final ten years of employment. The annual retirement
benefits are 1.5% of final average earnings multiplied by years of credited
service and are not subject to any offset amounts.

Benefits under the BSRP are paid from the general assets of the Corporation.
The Corporation has entered into a trust agreement to provide for payment of
benefits under these plans. While only a nominal amount has been paid into the
trust, full funding is required in the event of a ``change in control''.

<PAGE> 14

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

The Corporation has an Employment Agreement with each of Messrs. Craig,
Hayes and Curl which provides, among other things, that, if his employment is
terminated by the Corporation without ``cause'' or by him for ``good reason''
prior to its expiration date (January 30, 1999, in each case), he shall be paid
his then current base salary until the later of such expiration date or one year
after such termination and shall receive health and welfare benefits for such
period, together with all vested employee benefits. If, however, such a
termination occurs either during the six months before or two years after a
``change in control'', or if he voluntarily terminates during the 30 days
following one year after a ``change in control'', he shall receive an amount
equal to three times his highest annualized base salary and three times the
greater of his average annual bonuses for the prior three years or his target
bonus for the current year plus his unpaid base salary up to termination,
accrued vacation pay, lump-sum deferred compensation and assumed equivalent
supplemental retirement benefits and continuation of health and welfare
benefits, ``grossed up'' to cover any excise tax imposed by Section 4999 of the
Internal Revenue Code. Messrs. Brennan and Kienker are participants in the
Boatmen's Bancshares, Inc. Change-in-Control Severance Plan, the provisions of
which are like those described in the preceding sentence, except that the
multiplier is two, not three.

DIRECTOR COMPENSATION

Directors whose principal occupations are with the Corporation or any of its
subsidiaries receive no Director's fee. All other Directors receive quarterly
retainer payments of $6,250 each, plus $1,000 for each Board meeting and
committee meeting attended, except that the chairman of each committee receives
$1,500 for each committee meeting attended, and such other Directors will also
be granted, at the time of the annual meeting, phantom stock units equal to
one-half the annual retainer.

COMPENSATION COMMITTEE

The Compensation Committee is appointed annually or more often by the
Corporation's Board of Directors. Only Directors who are not officers or
employees of the Corporation can serve on the Compensation Committee. The
Compensation Committee met five times during 1995. The functions of the
Compensation Committee are to review the competency and effectiveness of
management of the Corporation and its subsidiaries, to review the soundness and
adequacy of compensation programs, to approve compensation for senior officers
of the Corporation, to review the adequacy of compensation of senior management
of the Corporation's subsidiaries and to formulate policy on, and administer,
the Corporation's special compensation programs.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The following persons served on the Corporation's Compensation Committee
during 1995: B. A. Bridgewater, Jr., Chairman, Ilus W. Davis, John E. Hayes,
Jr., C. Ray Holman, Lee M. Liberman, William E. Maritz, and Albert E. Suter.

During 1995, Mr. Craig served on the Executive Salaries Committee and Stock
Option Plans Committee of the Board of Directors of Anheuser-Busch Companies,
Inc. while Mr. Ritter served on the Corporation's Board of Directors.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Policies, Goals and Responsibilities

The Compensation Committee (the ``Committee'') continues to be committed to
linking compensation decisions to corporate and individual performance. In
formulating the executive compensation program, the Committee's goals are to
provide appropriate incentives to management and align the economic interests of
management and its shareholders. The major policies of this program include the
following:

<PAGE> 15
-- Establishing total compensation targets at ``competitive'' levels in
comparison to a ``Peer Group'' of regional banking institutions,

-- Evaluating short-term versus long-term goals and performances of the
Corporation,

-- Assessing achievement of corporate and individual performance objectives
prior to disbursing incentive rewards, and

-- Providing an ownership perspective for management through the use of the
Corporation's Common Stock as a compensation vehicle.

The Corporation's compensation structure reflects this underlying philosophy
and reinforces three broader corporate goals: 1) attract and retain the best
management talent, 2) achieve and sustain superior levels of financial
performance, and 3) encourage and reward superior management performance that
enhances shareholder value.

The Committee's responsibilities to the Corporation include not only the
design of this program but also periodic review of its fairness and
competitiveness. In performing this duty, the Committee over a six-month period
in 1995 consulted with a national, independent consulting firm that provided
competitive data and analysis of the Corporation's executive compensation
program. This information was used as a basis in determining executive
compensation arrangements.

The executive compensation program consists of four components: 1) base
salary, 2) annual cash incentive awards, 3) long-term cash incentive awards, and
4) stock options. The Committee has established the objective of targeting
executives' total compensation at the median of a ``Peer Group'' of 14 regional
banking institutions whose asset sizes ranged from $19.9 billion to $84.4
billion with median assets of $43.5 billion, which compare to the Corporation's
1995 year-end assets of $33.7 billion. This compensation objective for
executives has been established recognizing that the provisions of the Internal
Revenue Code may affect the Corporation's ability to deduct all such
compensation. The following discussion summarizes each component of the
executive compensation program and the review process used by the Committee in
administering the program.

Base Salary

The base salary of each executive officer, including those named in the
Summary Compensation Table, is reviewed annually. In deciding the appropriate
salary, the Committee considers internal equity issues, median external pay
practices in the ``Peer Group'' of 14 regional banking institutions, individual
performance, special assignments or responsibilities, level of responsibility,
time in position, prior experience and knowledge. The Committee uses broad
discretion when setting base salary levels and considers all of the above
criteria. It does not assign a specific weight to any of these factors. Mr.
Craig's 1995 base salary was established based on these principles.

Annual Cash Incentive Awards

The Corporation's 1992 Annual Incentive Bonus Plan (the ``Annual Plan'') is
--
discretionary and non-contractual. Under current practice, annual cash awards
- ----------------------------------
are made to middle management and senior executives to recognize and reward
individual and corporate performance. Participants are selected on the basis of
their positions in the Corporation and the extent to which those positions can
impact the Corporation's financial performance.

The Committee establishes a performance/payout schedule each year to fix
target bonuses (as a percentage of salary) for each salary grade, depending upon
the percentage of the Corporation's budgeted income achieved during the year. In
making the ultimate comparison of actual income to the original budgeted amount,
the Committee may exercise its discretion to adjust income to take unusual
factors into account. It may also pay an award even if the minimum
performance/payout threshold is not met; no such exceptions have been made
during the last four fiscal years.

The award is then subject to adjustment on the basis of a return on equity
factor set by the Committee each year. This adjustment is based on the
Corporation's performance compared annually to

<PAGE> 16
a second, more broadly defined ``Peer Group'' of approximately 40 of the
country's largest banking institutions. (Neither the group of companies
comprising this ``Peer Group'' nor the group comprising the other ``Peer Group''
described above is the same as the group of companies that comprise the
published industry index used in the common stock performance graph that follows
this report.) Finally, the individual awards thus determined may be decreased,
eliminated or increased, based on an evaluation of each participant's
performance.

During 1995, the Corporation achieved 98% of its budgeted income objective,
resulting in target bonuses ranging between 15% and 60% of base salary. The
Corporation's return on equity of 15.2% placed it in the 37th percentile of the
``Peer Group'' of approximately 40 banking institutions, which resulted in no
adjustment of the annual cash incentive awards. After appropriate individual
adjustments, participants received approximately 94% of the awards determined
under the performance/payout schedule for 1995.

The Committee awarded Mr. Craig a 1995 annual incentive cash award of
$500,000, or 76.9% of his base salary. The maximum award level established for
Mr. Craig in 1995 was 90% of base salary.

Long-Term Cash Incentive Awards

The Amended 1982 Long Term Incentive Plan (the ``Long Term Plan'') is a cash
award program for senior management. The Committee believes that long term
incentives are an important component of the total compensation program of top
executives for several equally important reasons: cash payments provide an
incentive beyond those offered by stock options; the criteria and relative
measurement systems employed ensure that ``real'' performance is attained before
awards are made; finally, the longer-term time horizon of the Long Term Plan
balances the short-term goals inherent in the Annual Plan.

The Long Term Plan is contractual and links awards primarily to the
--------------
performance of the Corporation's Common Stock. Under the Long Term Plan,
participants are rewarded for total shareholder return over a three-year
performance period, beginning annually, as measured against the second
above-referenced ``Peer Group'' of approximately 40 banking institutions. The
Long Term Plan established a performance/payout schedule for the 1993-1995
performance period that would pay 100% of the participant's target bonus payout
factor if the Corporation's total shareholder return is in the 60th percentile
of the ``Peer Group.'' Payouts are adjusted upward or downward up to 20% based
on the attainment of average annual earning per share growth rate objectives set
by the Committee at the beginning of each performance period.

The Corporation's total shareholder return for the 1993-1995 performance
period was 60%, which placed it at the 70th percentile of the ``Peer Group.''
Since the Corporation's average annual earnings per share growth rate for the
1993-1995 performance period was 42.2%, the payout factor was adjusted upward by
20%. Mr. Craig's award for the performance period was $474,500, or 78% of his
Average Salary (as defined in the Long Term Plan) for the three-year period.

Stock Option Awards

Middle and senior management executives are eligible to participate in the
Corporation's two stock option plans: a qualified plan and a non-qualified plan.
Stock options provide executives the opportunity to acquire an equity interest
in the Corporation and to share in the appreciation of the stock's value,
thereby aligning their interests with those of the shareholders. The stock
option plans and any benefits under them are directly tied to how well
management creates increased value for shareholders. Stock option grants in 1995
were based on a fixed percentage of base salary. These percentage levels varied
according to scope of responsibility and reflected competitive practice.

In determining option grants to the current executive group, the Committee
does not take into account the amount and value of options currently held,
and the Corporation does not have a target ownership level of equity
holdings by its executives. In accordance with the fixed percentage of base

<PAGE> 17
salary described above, the Committee awarded Mr. Craig an option to acquire
42,200 shares of Common Stock under the non-qualified plan in 1995.

Summary

The Corporation's executive compensation program is based on the premise
that a balance is required between the needs of the Corporation in operating its
business in an effective and profitable manner and the competitiveness of
rewards in competing for management talent in the marketplace. The program is
reviewed at least annually by the Committee to ensure consistency with the
compensation philosophy of the Corporation and that the stated objectives
continue to be met.

Members of the Compensation Committee:

B. A. Bridgewater, Jr. Chairman William E. Maritz
C. Ray Holman Albert E. Suter
John E. Hayes, Jr.

<TABLE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN<F*>
BOATMEN'S BANCSHARES, INC., S&P 500 STOCK INDEX,
AND S&P MAJOR REGIONAL BANKS INDEX

[GRAPH]

<CAPTION>
1990 1991 1992 1993 1994 1995
----- ----- ----- ----- ----- -----

<S> <C> <C> <C> <C> <C> <C>
Boatmen's Bancshares, Inc. $100 $154 $194 $215 $204 $319

S & P 500 $100 $130 $140 $154 $156 $215

S & P Major Regional Banks Index $100 $179 $228 $241 $228 $359

<FN>
- -------
Assumes $100 invested on December 31, 1990 in the Corporation's Common Stock,
the S&P 500 Index, and the S&P Major Regional Banks Index.

<F*> Total return assumes reinvestment of dividends on a quarterly basis.
</TABLE>

<PAGE> 18
CERTAIN TRANSACTIONS

Subsidiaries of the Corporation have had, and in the future expect to have,
banking and fiduciary transactions with Directors and Executive Officers of the
Corporation and some of their associates. All such transactions have been made
in the ordinary course of business and on substantially the same terms
(including interest rates on loans, collateral, and collectibility
considerations) as those prevailing at the time for comparable transactions with
others. Edison Bros. Stores, Inc., an executive officer of which was Andrew E.
Newman, who was a Director of the Corporation during a portion of 1995, was
indebted to a subsidiary of the Corporation on several loans, which loans have
been placed on non-accrual status. These loans were incurred for working capital
purposes. The highest aggregate amount outstanding in 1995 was $39,167,000, the
amount outstanding on March 1, 1996 was $39,124,000, and the rate of interest
charged is Prime plus 1%, floating.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires Directors and
Executive Officers of the Corporation to file with the SEC initial reports of
ownership and reports of changes in ownership of securities of the Corporation.
Directors and Executive Officers are required by SEC regulation to furnish the
Corporation with copies of all Section 16(a) forms they file.

To the Corporation's knowledge, based solely on review of the copies of such
reports furnished to the Corporation and written representations that no other
reports were required, during the fiscal year ended December 31, 1995, all
Section 16(a) filing requirements applicable to Directors and Executive Officers
were complied with, except that Messrs. Ilus W. Davis and Lee M. Liberman,
former Directors of the Corporation, each reported one acquisition late.

ITEM 2. ADOPTION OF AMENDMENT TO COMMON STOCK PROVISIONS OF
ARTICLE III OF THE RESTATED ARTICLES OF INCORPORATION

The second item to be acted upon at the annual meeting is a proposal to
amend Article III of the Corporation's Restated Articles of Incorporation to
increase the aggregate number of authorized shares of Common Stock from
200,000,000 shares to 250,000,000 shares. At the present time, the authorized
capital stock of the Corporation consists of 200,000,000 shares of Common Stock,
$1.00 par value, and 10,300,000 shares of Preferred Stock, no par value per
share.

If the proposed amendment is approved by the shareholders, 250,000,000
shares of Common Stock, $1.00 par value, will be authorized for issuance and the
additional authorized Common Stock may be issued by the Corporation without any
further action by the shareholders.

The purpose of the proposed amendment is to provide additional authorized
shares of Common Stock for possible use in connection with future financings,
investment opportunities, acquisitions, employee benefit or dividend
reinvestment plan distributions, other distributions, such as stock dividends or
stock splits, or for other corporate purposes. Shareholders do not have
preemptive rights and will not have a right of first refusal to purchase any of
the additional authorized shares of Common Stock. The Corporation has no plans
or commitments at this time for the issuance of the additional authorized Common
Stock, but wants to put itself in a position to do so when needs arise and
market conditions warrant.

VOTE REQUIRED

The affirmative vote of a majority of all the Corporation's issued and
outstanding shares of Common Stock, voting separately as a class, and the
affirmative vote of a majority of all the Corporation's issued and outstanding
shares of Voting Stock is required to approve the proposed amendment. Dissenting
votes give rise to no rights on the part of dissenters.

<PAGE> 19
BOARD RECOMMENDATION

The Board of Directors believes this action will be in the best interests of
the shareholders and, accordingly, recommends a vote FOR this proposal, which is
ITEM 2 on the Proxy Card.

ITEM 3. ADOPTION OF AN AMENDMENT TO THE BOATMEN'S
BANCSHARES, INC. 1990 STOCK PURCHASE PLAN FOR EMPLOYEES

The third item to be acted upon at the annual meeting is a proposal to amend
Section 5.6 of the Boatmen's Bancshares, Inc. 1990 Stock Purchase Plan For
Employees (the ``1990 Plan'') to increase the aggregate number of shares of
Common Stock available for purchase pursuant to the 1990 Plan from 2,000,000 to
3,500,000 shares. The amendment was approved by the Corporation's Compensation
Committee on February 8, 1996, subject to shareholder approval.

SUMMARY OF THE 1990 PLAN

The 1990 Plan provides eligible employees of the Corporation and each
subsidiary whose participation is approved by the Corporation's Board of
Directors (the Corporation and such subsidiaries being referred to in the 1990
Plan as the ``Participating Corporations'') an opportunity to purchase shares of
the Corporation's Common Stock. If the proposed amendment to the 1990 Plan is
approved by the shareholders, 3,500,000 shares of Common Stock of the
Corporation may be purchased (subject to adjustment for future stock dividends,
stock splits and other changes in capitalization as described in the 1990 Plan)
from the Corporation, in the market and/or in private transactions. The price
for shares purchased from the Corporation is the closing trade price for such
shares on the day of purchase. The price for shares purchased in the market or
in private transactions is the actual purchase price, exclusive of brokerage
commissions and expenses.

Participation in the 1990 Plan is voluntary and open to all full-time
salaried employees on the January 1, April 1, July 1 or October 1 coincident
with or immediately following the date on which he completes one year of
continuous service with a Participating Corporation. As of February 10, 1996,
6,728 of the 12,861 eligible employees of the Participating Corporations were
participating in the 1990 Plan.

The allotments of each participating employee (``Participant'') under the
1990 Plan is effected by payroll deductions in the whole dollar amount allotted
by him, which cannot be less than 2% nor more than 6% of the Participant's
monthly compensation and which cannot exceed an aggregate annual sum of $4,200.
Each Participating Corporation, for its own Participants, makes a monthly
contribution (the ``Contribution'') to the 1990 Plan in an amount equal to
one-third of its Participants' allotments for the month. All cash dividends on
shares held in the Participants' accounts are automatically reinvested in shares
of Common Stock, and all such shares, as well as stock dividends and shares
received as a result of stock splits on shares held by the Custodian, are
credited to Participants' accounts in proportion to the shares previously
credited thereto.

Any Participant may voluntarily withdraw from the 1990 Plan by request.
Death, retirement, permanent and total disability, or other termination of
employment operate as a termination of allotments and a withdrawal from the 1990
Plan. Upon withdrawal or other termination, the Participant's account is
settled, and he will receive a certificate for the whole shares of Common Stock
credited to his account, cash in lieu of any fractional share and an amount in
cash equal to any uninvested allotments and Contributions. Once a year on
specified dates, Participants may elect to withdraw all of the whole shares that
have accumulated in their accounts without terminating participation in the 1990
Plan.

The Board of Directors has appointed Boatmen's Trust Company as Custodian
under the 1990 Plan. All costs and expenses incurred in administering the 1990
Plan are paid by the Corporation. The Corporation provides each Participant with
all documents and information provided to its shareholders so that each
Participant may direct the Custodian how to vote the shares credited to his
account. In the absence of any voting directions, the Custodian will not vote
the shares.

<PAGE> 20
The 1990 Plan is administered by the Compensation Committee which may at any
time terminate or modify the 1990 Plan in whole or in part and may suspend
operation of the 1990 Plan for a period not in excess of three months. However,
no modification may diminish the account of any Participant.

Since the benefits or amounts that will be received by or allocated to
Participants are entirely dependent on the extent of their voluntary
participation, such benefits or amounts are not determinable. The maximum yearly
amount contributed by a Participating Corporation for any one Participant is
$1,400 and, for 1995, the amounts contributed by a Participating Corporation for
each of the named Executive Officers is set forth in footnote (5) to the Summary
Compensation Table, the total for all Executive Officers as a group was $5,598
and that for all other Participants was $2,919,254.

VOTE REQUIRED

The affirmative vote of holders of a majority of all the Corporation's
issued and outstanding shares of Voting Stock represented at the meeting is
required to approve the amendment to the 1990 Plan. Dissenting votes give rise
to no rights on the part of dissenters.

BOARD RECOMMENDATION

The Board of Directors believes this action will be in the best interests of
the shareholders and, accordingly, recommends a vote FOR this proposal, which is
ITEM 3 on the proxy card.

ITEM 4. APPROVAL OF THE BOATMEN'S BANCSHARES, INC.
1996 STOCK INCENTIVE PLAN

The fourth item to be acted upon at the annual meeting is a proposal to
approve the Boatmen's Bancshares, Inc. 1996 Stock Incentive Plan (the ``SI
Plan''), which has the purpose, among others, of replacing the Boatmen's
Bancshares, Inc. 1987 Non-Qualified Stock Option Plan and the Boatmen's
Bancshares, Inc. 1991 Incentive Stock Option Plan (the ``Stock Option Plans''),
as well as the Amended 1982 Long-Term Incentive Plan. The number of shares
reserved for issuance under the SI Plan (subject to adjustment for changes in
capitalization and certain unusual or non-recurring events) is 6,000,000 shares
of Common Stock plus any such shares reserved for issuance under the Stock
Option Plans in excess of the number as to which options have been granted,
together with any such shares as to which options under the Stock Option Plans
may terminate. The SI Plan also provides that shares subject to terminated
options granted under it again become available for grant, except when
terminated upon the exercise of a tandem stock appreciation right. The Executive
Committee of the Board of Directors of the Corporation, at its February 12, 1996
meeting, approved the SI Plan, which is by its terms subject to shareholder
approval.

SUMMARY OF THE SI PLAN

The SI Plan states that its objectives are to optimize the profitability and
the growth of the Corporation through incentives which are consistent with the
Corporation's objectives and which link the interests of participants to those
of the Corporation's shareholders and to provide participants with an incentive
for excellence in individual performance. The SI Plan gives the Compensation
Committee, which will administer it, a high degree of authority and discretion,
including selecting participants from time to time from among the employees of
the Corporation and determining the nature and amount of the awards to them.
Consequently the benefits or amounts that will be allocated or received under
the SI Plan or which would have been allocated or received had the SI Plan been
in effect for 1995 cannot currently be determined.

The SI Plan provides for the grant of both incentive stock options and
non-qualified stock options, as well as performance units (or performance
shares) payable in cash and, in these respects, will replace the above-mentioned
existing plans of the Corporation. It also provides for the grant of restricted
stock, to a maximum equaling 25% of the total number of shares reserved, and
stock appreciation rights (``SARs''). The maximum number of shares as to which
options or SARs may be granted to any participant in any fiscal year is 300,000
and the maximum aggregate cash payout with respect to awards

<PAGE> 21
granted to any participant in any fiscal year is $3,000,000. Performance units
(or performance shares), while not carrying any rights to receive shares, may be
paid in shares instead of cash.

The exercise price for any option may not be less than the fair market value
of the Common Stock subject to the option on the date of the grant. Upon
exercise, the price must be paid in full either in cash or in previously
acquired shares or a combination thereof. No option shall be exercisable after
the tenth anniversary of its grant and no award under the SI Plan may be granted
after February 11, 2006. The closing per share price of the Common Stock on the
Nasdaq Stock Market's National Market on March 4, 1996 was $39.25.

With respect to an option granted under the SI Plan which qualifies as an
``incentive stock option'' within the meaning of section 422 of the Internal
Revenue Code, for federal income tax purposes, no income is recognized by the
optionee when such option is granted or exercised pursuant to the SI Plan and
the Corporation recognizes no income or deduction upon such grant or exercise.
However, the amount by which the fair market value of the shares at the time of
exercise exceeds the exercise price will be a tax preference item in the year of
exercise, for purposes of the alternative minimum tax imposed by section 55 of
the Internal Revenue Code. Generally, an optionee's basis in the shares received
upon exercise of an option (the ``option shares'') will be the exercise price
paid by him for the option shares. However, for purposes of calculating
alternative minimum taxable income in the year the option shares are sold, the
basis of such option shares is increased to the fair market value of the stock
at the time of exercise.

If an optionee does not dispose of option shares within the later of two
years from the date of option grant or one year after the transfer of the option
shares to the optionee (the ``holding period''), any gain or loss upon
disposition of the option shares will be treated, for federal income tax
purposes, as long-term capital gain or loss, as the case may be. A
``disposition'' includes a sale, exchange, gift or other transfer of legal
title. If the option shares are disposed of within the holding period, all or
part of the gain, if any, will be characterized as ordinary income depending
upon the relative amount of the sale price of the option shares as compared with
the exercise price of the option shares. Any loss resulting from the disposition
of option shares within the holding period will be long-term or short-term
capital loss depending upon how long the shares were held before the
disposition. Ordinary income received on account of a disposition of option
shares within the holding period will be treated as additional compensation
which is subject to federal income tax withholding and employment tax provisions
and which is a deductible expense for the Corporation.

With respect to an option which does not qualify as an incentive stock
option within the meaning of Internal Revenue Code section 422 (a
``non-qualified option''), for federal income tax purposes, no income is
recognized by the optionee when such option is granted pursuant to the SI Plan
and the Corporation recognizes no income or deduction upon such grant. Upon
exercise of a non-qualified option, the difference between the fair market value
of the shares acquired at the time of exercise (the ``option shares'') and the
option price of such shares will be treated for federal income tax purposes as
ordinary income received as additional compensation, subject to federal income
tax withholding and employment tax provisions, and the Corporation will receive
a corresponding tax deduction. An optionee's basis in option shares will be the
fair market value thereof on the date of exercise. Generally, subsequent sales
of such shares will result in recognition of capital gain or loss, which may be
long-term or short-term, depending on how long the option shares were held
before the disposition.

Special rules apply for purposes of determining the amount of ordinary
income upon disposition of option shares in the case of persons subject to
section 16(b) of the Securities Exchange Act of 1934.

With respect to SARs granted under the SI Plan, cash amounts received upon
exercise of a SAR will be treated for federal income tax purposes as ordinary
income received as additional compensation, subject to federal income tax
withholding and employment tax provisions, and the Corporation will receive a
corresponding tax deduction.

With respect to restricted stock awards, generally, absent an election by
the participant described below, there will be no federal income tax
consequences to either the participant or the Corporation upon the grant of a
restricted stock award. A participant will recognize income, for federal income
tax purposes, at the time that the restrictions with respect to any portion of
an award are removed, in an

<PAGE> 22
amount equal to the fair market value of the shares that are unconditionally
vested on that date. Such income will be treated as ordinary income received as
additional compensation, subject to federal income tax withholding and
employment tax provisions, and the Corporation will receive a corresponding tax
deduction. Prior to the removal of restrictions with respect to an award, a
participant's basis in the stock is the amount, if any, he is required to pay
for the stock. Upon removal of the restrictions, the participant's basis will be
the fair market value of the stock on the date the restrictions are removed.

A participant may elect to recognize ordinary income in the taxable year in
which the restricted stock awards are granted, in an amount equal to the fair
market value of all shares of restricted stock awarded to the participant
(notwithstanding the restrictions with respect to such stock) on the date of the
award. Thereafter, any subsequent appreciation or depreciation of the stock will
be treated as capital gain or loss, as the case may be, which is recognized upon
disposition of the stock. Such election must be made within the time limits set
forth in the Internal Revenue Code.

The SI Plan may be amended in any manner by the Compensation Committee or
the Board of Directors, subject to shareholder approval to meet any applicable
securities law provisions. It also provides that all stock options shall become
immediately exercisable and all cash awards shall be paid in full in the event
of a ``change in control.''

VOTE REQUIRED

The affirmative vote of a majority of all the Corporation's issued and
outstanding shares of Voting Stock represented at the meeting is required to
approve the SI Plan. Dissenting votes give rise to no rights on the part of
dissenters.

BOARD RECOMMENDATION

The Board of Directors believes this action will be in the best interests of
the shareholders and, accordingly, recommends a vote FOR this proposal, which is
ITEM 4 on the Proxy Card.

INDEPENDENT AUDITORS AND AUDIT COMMITTEE

Ernst & Young LLP were the auditors for the Corporation for the year ended
December 31, 1995, and have been appointed as auditors for the year ending
December 31, 1996. Representatives of that firm will be present at the annual
meeting to respond to appropriate questions that may be raised, and they will
have an opportunity to make a statement, if they so desire.

The Audit Committee is appointed by the Board of Directors annually or more
often and is comprised of three or more Directors who are not officers or
employees of the Corporation. The Audit Committee met four times in 1995. It is
presently comprised of the following members: William E. Cornelius, Chairman,
Richard L. Battram, Richard E. Peck, Jerry E. Ritter and Theodore C. Wetterau.
The functions of the Audit Committee are to nominate the independent auditors of
the Corporation for appointment by the Board of Directors; arrange for and
review the Corporation's annual audit; approve professional services performed
by the independent auditors and determine that such services do not impair the
independence of the auditors; ratify all accountants' fees rendered during the
year; review the scope and results of internal audit controls and procedures;
and provide for independent review of the adequacy of the Corporation's system
of internal controls.

OTHER MATTERS

The Board of Directors is not aware of any other matters which will be
presented for consideration at the annual meeting. However, the proxies may be
voted with discretionary authority with respect to any other matters that may
properly come before the meeting.

March 13, 1996.

FORREST S. FITZROY
Secretary

<PAGE> 23

BOATMEN'S(R)
BANCSHARES, INC.

March 1996

Dear Shareholder:

The annual meeting of shareholders of Boatmen's Bancshares, Inc.
will be held at the Albuquerque Convention Center, Kiva Auditorium,
401 Second Street N.W., Albuquerque, New Mexico 87102, on Tuesday,
April 23, 1996, at 10:30 a.m. At the meeting, shareholders will
elect five directors and act upon proposals to amend the
Corporation's Restated Articles of Incorporation to increase the
authorized shares of Common Stock, to amend the Corporation's 1990
Stock Purchase Plan for Employees to increase the authorized shares
of Common Stock issuable under the Plan, and to approve the
Boatmen's Bancshares, Inc. 1996 Incentive Stock Plan.

It is important that your shares are represented at this annual
meeting. Whether or not you plan to attend the annual meeting,
please review the enclosed proxy materials, complete the attached
proxy form below, and return it promptly in the envelope provided.

PLEASE DETACH PROXY HERE, SIGN AND MAIL
- -------------------------------------------------------------------------------

3. Adoption of Amendment to the Boatmen's Bancshares, Inc. 1990 Stock Purchase
Plan for Employees:

/ / FOR / / AGAINST / / ABSTAIN

4. Approval of the Boatmen's Bancshares, Inc. 1996 Incentive Stock Plan:

/ / FOR / / AGAINST / / ABSTAIN

5. On any other matter that may be submitted to a vote of shareholders.

THIS PROXY WILL BE VOTED ``FOR'' ITEMS 1, 2, 3 AND 4 IF NO INSTRUCTION TO THE
CONTRARY IS INDICATED. IF ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING,
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF MANAGEMENT.

Dated _____________________, 1996

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

---------------------------------
Please sign name or names as
appearing on this proxy. If
signing as a representative,
please include capacity.

<PAGE> 24

BOATMEN'S(R)
BANCSHARES, INC.

PLEASE DETACH PROXY HERE, SIGN AND MAIL

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

COMMON SHAREHOLDERS
P R O X Y BOATMEN'S BANCSHARES, INC.

ANNUAL MEETING APRIL 23, 1996

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE CORPORATION

The undersigned shareholder of Boatmen's Bancshares, Inc., a Missouri
corporation, appoints CHARLES C. ALLEN, JR. and FORREST S. FITZROY, or either
of them, with full power to act alone, the true and lawful attorneys-in-fact
of the undersigned, with full power of substitution and revocation, to vote
all shares of stock of said Corporation which the undersigned is entitled to
vote at the annual meeting of its shareholders to be held at the Albuquerque
Convention Center, Kiva Auditorium, 401 Second Street N.W., Albuquerque, New
Mexico 87102, on Tuesday, April 23, 1996, at 10:30 a.m. and at any adjournment
thereof, with all powers the undersigned would possess if personally present,
as follows:

1. Election of Directors:

/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed
contrary below) below.

Andrew B. Craig, III, Russell W. Meyer, Jr., Albert E. Suter, Dwight D.
Sutherland, and Theodore C. Wetterau

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE BELOW.

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

2. Adoption of an Amendment to Article III of the Restated Articles of
Incorporation to increase the authorized shares of Common Stock:

/ / FOR / / AGAINST / / ABSTAIN

(YOU ARE REQUESTED TO COMPLETE, SIGN AND RETURN THIS PROXY PROMPTLY)

<PAGE> 25

BOATMEN'S(R)
BANCSHARES, INC.

March 1996

Dear Shareholder:

PLEASE DETACH PROXY HERE, SIGN AND MAIL
- -------------------------------------------------------------------------------

3. Adoption of Amendment to the Boatmen's Bancshares, Inc. 1990 Stock Purchase
Plan for Employees:

/ / FOR / / AGAINST / / ABSTAIN

4. Approval of the Boatmen's Bancshares, Inc. 1996 Incentive Stock Plan:

/ / FOR / / AGAINST / / ABSTAIN

5. On any other matter that may be submitted to a vote of shareholders.

Dated _____________________, 1996

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

---------------------------------
Please sign name or names as
appearing on this proxy. If
signing as a representative,
please include capacity.

<PAGE> 26

BOATMEN'S(R)
BANCSHARES, INC.

PLEASE DETACH PROXY HERE, SIGN AND MAIL

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

PREFERRED SHAREHOLDERS
P R O X Y BOATMEN'S BANCSHARES, INC.

ANNUAL MEETING APRIL 23, 1996

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE CORPORATION

1. Election of Directors:

/ / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote
(except as marked to the for all nominees listed
contrary below) below.

Andrew B. Craig, III, Russell W. Meyer, Jr., Albert E. Suter, Dwight D.
Sutherland, and Theodore C. Wetterau

INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE BELOW.

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

2. Adoption of an Amendment to Article III of the Restated Articles of
Incorporation to increase the authorized shares of Common Stock:

/ / FOR / / AGAINST / / ABSTAIN

(YOU ARE REQUESTED TO COMPLETE, SIGN AND RETURN THIS PROXY PROMPTLY)

<PAGE> 27
APPENDIX

Page 16 of the printed proxy contains a Performance Graph which
is replaced by a table in the EDGAR version which depicts the same
information.

Photographs of Directors and nominees for Director appear on
pages 5-8 of the printed proxy.