BOATMENS BANCSHARES INC /MO, PRE 14A, 1996-02-23

BOATMENS BANCSHARES INC /MO
PRE 14A, 1996-02-23
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:

/X/ Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
/ / 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):

/X/ $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:

/ / 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 --, 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
- --, 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 ------- shares of Common Stock, $1.00 par
value (the ``Common Stock''), and ------- 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. With respect to each matter to be acted upon at
the annual meeting, abstentions on properly executed proxy cards will be
counted for purposes of determining a quorum at the meeting; however, such
abstentions and shares not voted by brokers and other entities holding shares
on behalf of beneficial owners will not be counted in calculating voting
results on those matters for which the shareholder has abstained or the broker
has not voted.

The following table sets forth, as of ------------, 199 -, 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 PERCENT
NAME & ADDRESS OF ----------------- ----------------- BENEFICIAL OF
BENEFICIAL OWNER SOLE SHARED SOLE SHARED OWNERSHIP CLASS
----------------- ---- ------ ---- --------- --------- -------
<S> <C> <C> <C> <C> <C> <C>

COMMON STOCK:

Boatmen's Bancshares, Inc.<F1>.......... ------- ------- ---- ------- -------- ----%
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63101

Boatmen's Trust Company................. ------- ------- ---- ------- -------- ----
100 North Broadway
St. Louis, Missouri 63102

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 Board of Directors will fix the number of Directors at
seventeen (17) at its annual meeting. 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>
INFORMATION ABOUT NOMINEES FOR DIRECTORS:
CLASS III DIRECTORS

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

[PHOTO] ANDREW B. CRAIG, III Chairman of the Board and Chief Executive of the
Served as a Director 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 Western Resources, Inc.

[PHOTO] ALBERT E. SUTER Senior Vice Chairman of the Board and Chief Operating
Served as a Director Officer, Emerson Electric Co. (manufacturer of electrical
since 1990; Age: 60 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 Datapoint Corporation; Canal Capital
Corporation; Intelogic Trace

[PHOTO] Retired Chairman of the Board and Chief Executive Officer,
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.

5
<PAGE> 7

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

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

[PHOTO] Chairman of the Board, President and Chief Executive
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
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>

[PHOTO] Chairman of the Board and Chief Executive Officer, Ralston
WILLIAM P. STIRITZ Purina Company (animal foods; batteries; food processing)
Served as a Director Director of Angelica Corporation; Ball Corporation; The
since 1982; Age: 61 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)

[PHOTO] Retired Chairman of the Board and Chief
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

[PHOTO] Chairman of the Board and Chief Executive
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)

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

[PHOTO] Chairman of the Board and Chief Executive Officer, Maritz
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 Directors 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
-------------------------- PERCENT
BENEFICIAL OWNERS SHARES<F2> OPTIONS OF CLASS<F3>
----------------- --------- ------- ------------

<S> <C> <C> <C>
Richard L. Battram........................ ------- -- --

B. A. Bridgewater, Jr..................... ------- -- --

William E. Cornelius...................... ------- -- --

Andrew B. Craig, III...................... ------- ------- --

Gregory L. Curl........................... ------- -- --

John E. Hayes, Jr......................... ------- -- --

Samuel B. Hayes, III...................... ------- ------- --

C. Ray Holman............................. ------- -- --

James W. Kienker.......................... ------- ------- ----

Darrell G. Knudson........................ ------- -- --

John Peters MacCarthy...................... ------- ------- ----

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

Russell W. Meyer, Jr...................... ------- -- --

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

Jerry E. Ritter........................... ------- -- --

William P. Stiritz........................ ------- -- --

Albert E. Suter........................... ------- -- --

Dwight D. Sutherland<F4>.................. ------- -- --

Ted C. Wetterau........................... ------- -- --

John M. Brennan<F5>....................... ------- ------- --

Directors, Nominees and Executive Officers
as a Group.............................. ------- ------- ----

<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 exercise of options for the purchase of ------- shares. The
percentage is less than 1.0% except as otherwise noted.

<F4> Includes ------- shares under trust or agency agreements for which Mr.
Sutherland is trustee.

<F5> Includes ------- shares of which Mr. Brennan's wife is sole owner and as to
which Mr. Brennan disclaims beneficial ownership.
</TABLE>
9

<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 SECURITIES
ANNUAL UNDERLYING LONG TERM ALL OTHER
COMPEN- OPTIONS/ INCENTIVE COMPEN-
SALARY BONUS SATION SARS PAYOUTS SATION
NAME AND PRINCIPAL POSITION YEAR ($)<F1> ($) ($)<F2> (#)<F4> ($) ($)<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 1994 $253,318 $100,926 7,800 $ 82,485 $ 4,500
Chief Financial Officer of the 1993 $231,409 $111,250 7,800 $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 country club initiation and club 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
SECURITIES POTENTIAL REALIZABLE VALUE AT
UNDERLYING % OF TOTAL ASSUMED ANNUAL RATES OF STOCK
OPTIONS/ OPTIONS/SARS APPRECIATION FOR 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 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.

Potential future payouts are based on average base salary as of each January
1, 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
</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-- ---, Samuel B. Hayes,
III-- ---, Gregory L. Curl-- ---, John M. Brennan-- --- and James W.
Kienker-- ---.

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''.

EMPLOYMENT CONTRACTS AND TERMINATIONS, SEVERANCE 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

<PAGE> 14

``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 and target annual bonus,
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.

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:

-- 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,

<PAGE> 15

-- 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 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,

<PAGE> 16

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 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.

<PAGE> 17
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

<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 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.

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.

As of March 4, 1996, approximately -------------- shares of Boatmen's
Common were issued and outstanding, -------------- shares of Boatmen's Series A
Preferred were issued and outstanding, -------------- shares of Boatmen's
Series B Preferred were issued and outstanding, and -------------- shares of
Boatmen's Series C Preferred were reserved for issuance with no shares
outstanding.

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 --------------,
1996, -------------- of the -------------- 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 or her, 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 per year. Each Participating Corporation, for its own
Participants, makes a monthly contribution (the ``Contribution'') to the 1990
Plan in an amount equal to 33% 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 but, as indicated
above, the maximum yearly amount for any one Participant is $1,400 and, for
1995, the amounts for each of the named Executive Officers is set forth in
footnote (4) to the Summary Compensation Table, the total for the Executive
Group was $------------ and that for all other Participants was $------------.

VOTE REQUIRED

The affirmative vote of holders of a majority of all the Corporation's
issued and outstanding shares of Voting Stock 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 January
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 of 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 --, 1996 was $ -------.

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 taxes
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 stock appreciation rights granted under the SI Plan, cash
amounts received upon exercise of a stock appreciation right 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

<PAGE> 22
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 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 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 management of the Corporation has recommended them 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.

<PAGE> 23
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 --, 1996.

FORREST S. FITZROY

Secretary

<PAGE> 24

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 Plans, 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> 25

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> 26

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> 27

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> 28
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.

<PAGE> 29
APPENDIX

(THIS PLAN IS BEING SUBMITTED PURSUANT TO INSTRUCTION 3 TO ITEM 10 OF SCHEDULE
14A. IT IS NOT PRINTED IN THE PROXY STATEMENT CIRCULATED TO INVESTORS.)

BOATMEN'S BANCSHARES, INC.

1990 STOCK PURCHASE PLAN FOR EMPLOYEES

I. DEFINITIONS

Section 1.1. Unless otherwise required by the context, the
following definitions control:

a. "Bancshares" means Boatmen's Bancshares, Inc., a Missouri
corporation, acting through its appropriate officers, employees and
agents.

b. "Board of Directors" means the Board of Directors of
Bancshares.

c. "Committee" means the Compensation Committee of
Bancshares.

d. "Corporation" means Bancshares and its successor or
successors, and all Subsidiaries.

e. "Custodian" means the Custodian designated by the Board
of Directors as provided in Section 9.1.

f. "Employee" means a person who is and continues to be
employed by a Participating Corporation as a salaried employee for
not less than 35 hours per week, provided, however, that a person
on an authorized leave of absence from the Corporation, paid or
non-paid, shall not cease to be an Employee nor be deemed to have
terminated employment for purposes of the Plan. In computing hours
of employment per week for the purpose of determining whether a
person is an Employee, there shall be included each hour for which
a person is directly paid or entitled to payment by the
Participating Corporation for the performance of duties and each
hour for which a person is paid or entitled to payment by the
Participating Corporation on account of a period of time during
which no duties are performed, such as vacation, holiday or
illness.

g. "Monthly Compensation" means the total compensation or
remuneration received by or credited to a person for services as an
Employee from a Participating Corporation during a month, except
any director's fees, living or other allowances, expenses paid or
reimbursed, bonuses and contributions by the Corporation (other
than salary deferrals) to any retirement plan or any other benefit
plan of the Corporation now in effect or later established.

h. "Participant" means any eligible Employee who has
indicated his acceptance of the provisions of the Plan and
authorized an allotment out of his Monthly Compensation in
accordance with Section 2.2, and whose participation in the Plan
has actually commenced.

i. "Participating Corporation" means Bancshares or any
Subsidiary and, when required by the context, refers to the
particular corporation, whether Bancshares or a Subsidiary, by
which a Participant is employed.

<PAGE> 30
j. "Permanent and Total Disability" means the inability to
engage in any substantial, gainful activity in the employ of a
Participating Corporation by reason of any medically determinable
physical or mental impairment which can be expected to result in
death or which is expected to last for a continuous period of not
less than twelve full months. Bancshares' determination of
Permanent and Total Disability shall be conclusive.

k. "Plan" means the Boatmen's Bancshares, Inc., 1990 Stock
Purchase Plan For Employees, as amended from time to time.

l. "Subsidiary" means any entity the employees of which are
participating in the Boatmen's Thrift Incentive 401(k) Plan.

Section 1.2. Whenever the singular or plural number, or
masculine, feminine or neuter gender is used herein, it equally
includes the others.

II. ELIGIBILITY

Section 2.1. Each Employee will be eligible to participate
beginning 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. For purposes of computing the period
during which an Employee has been employed continuously, the period
of any military leave of absence or other federal public service
creating a right to reemployment under federal law, or any other
authorized leave of absence, including sick, maternity, or
disability leaves of absence, will be included, but any other
absence from the service of a Participating Corporation will be
deemed to have interrupted the continuity of his employment.
Transfer of an Employee from one Participating Corporation to
another will not be deemed to have interrupted the continuity of
his employment so long as there has been no intervening employment,
and computation of the period during which he has been employed
continuously will include the aggregate of the periods during which
he has been employed by any Participating Corporation. The
continuous employment of an Employee whose employment has been
interrupted will be computed from his latest return to the service
of the Corporation following such interruption. A determination by
Bancshares that a person is not an Employee or is ineligible to
participate in the Plan shall be conclusive.

Section 2.2. An eligible Employee may elect to commence
participation in the Plan beginning on any January 1, April 1,
July 1 or October 1 by making an allotment from his Monthly
Compensation in the manner provided in Section 3.1 at least 30 days
prior to such beginning date. Participation is voluntary.

III. PARTICIPANT ALLOTMENTS

Section 3.1. Each Employee who elects to participate in the
Plan shall make an allotment from his Monthly Compensation. Such
allotment shall be in whole percents of not less than 2% nor more
than 6% of the Employee's then current Monthly Compensation,
provided, however, that such allotment shall not exceed $4,200 for
any Participant in any calendar year. If at any time during the
calendar year the allotment for any Participant shall reach $4,200,
the Participant's allotment will automatically be

<PAGE> 31
suspended for the remainder of that calendar year. The allotment
will automatically be reinstated on the following January 1.
Allotments will be effected by payroll deductions by the
Participating Corporation. The amount of each such deduction shall
be paid promptly to the Custodian by the Participating Corporation.

Section 3.2. The whole percentage designated by a Participant
as his allotment will continue in effect, notwithstanding any
change in his Monthly Compensation, until the Participant changes
the allotment percentage, subject to a maximum annual allotment of
$4,200 for any calendar year. A Participant may change such amount
once in any six month period effective as of January 1, April 1,
July 1 or October 1 of each year by giving the Corporation written
notice not less than 30 days prior to the effective date of such
change, on a form prescribed by Bancshares. No change may be made
to take effect retroactively.

IV. CONTRIBUTIONS BY PARTICIPATING CORPORATION

Section 4.1. The Participating Corporation will contribute to
the Plan on a monthly basis an amount equal to 33-1/3 of each of its
Participants' monthly allotments hereunder (the "Contribution");
the Contribution shall be paid over promptly to the Custodian by
the Participating Corporation.

V. INVESTMENT AND ALLOCATION

Section 5.1. The Custodian will maintain for each Participant
an account to record the Participant's interests resulting from
allotments, Contributions, and investments and the income thereon.
The Custodian also will maintain a separate unallocated cash
account in the Custodian's name to record the amount of cash held
by the Custodian which at any time is not credited to the
Participants' accounts, and such other accounts as may be deemed
necessary to record accurately any transactions undertaken pursuant
to the terms of the Plan. No interest will be paid to Participants
on funds held in any account.

Section 5.2. All monies paid over to the Custodian, less any
amounts needed to provide cash in lieu of fractional shares and
uninvested allotments and Contributions paid to terminating
Participants under Section 6.3, and subject to the provisions of
Section 5.3, shall be invested in whole shares of the Common Stock
of Bancshares (the "Common Stock") as of the first trading day for
National Association of Securities Dealers Automated Quotation
System ("NASDAQ") National Market System ("NMS") market makers on
or after the tenth calendar day of the month in which the Custodian
receives the funds, but not more than 30 days after allotment (the
"Investment Date"). Bancshares shall, at its sole option, direct
that the Common Stock be purchased from time to time from
Bancshares, in the market and/or in private transactions. The
price of the shares purchased from Bancshares will be the closing
trade price for Common Stock on the applicable Investment Date as
reported on the NASDAQ NMS or such other system as may supersede
it. No shares will be sold by Bancshares under the Plan at a price
less than their par value. If Bancshares, at its option, directs
the Custodian to purchase part or all of the shares of Common Stock
in the market or in private transactions instead of from
Bancshares, the price of the shares purchased shall be the actual
purchase price, exclusive of brokerage commissions and expenses.
Any remaining monies will be retained by the Custodian and added to
the funds available on the next Investment Date.

3
<PAGE> 32
Section 5.3. If at any time the Committee determines that it
is impracticable or inadvisable for the Custodian to invest in
Common Stock all or any part of any funds in the Custodian's
custody, the Committee may, in its discretion, direct the Custodian
to hold all or any part of the funds without interest for a period
not in excess of 30 days after allotment.

Section 5.4. All shares acquired by the Custodian shall be
held by and registered in the name of the Custodian or its nominee.
The Custodian shall credit the shares purchased by it on each
Investment Date among the accounts of the Participants, as whole or
fractional shares (such fractional shares to be determined to the
fourth decimal place) or both, in the proportions which the
allotment by and Contribution for each Participant prior to
purchase of the stock therewith bore to the sum of the allotments
by and Contributions for all Participants.

Section 5.5. Cash dividends received by the Custodian for
shares held by it for the accounts of the Participants shall be
reinvested automatically on the next Investment Date in additional
shares of Common Stock in the same manner as Participant allotments
and Contributions are used to purchase shares, and these additional
shares shall be credited to the accounts of the Participants in the
proportions that the shares credited to the account of each
Participant on the divided payment date bore to the sum of the
shares in the accounts of all Participants. Stock dividends and
shares received as a result of stock splits on shares held by the
Custodian shall be credited to Participants' accounts in similar
fashion.

Section 5.6. The maximum aggregate number of shares which
shall be purchased under this Plan shall not exceed 3,500,000.

Section 5.7. If there is any change in the shares of
Bancshares by reason of stock dividends, split-ups or
consolidations of shares, recapitalizations, mergers,
consolidations, reorganizations, combinations or exchange of
shares, the number and class of shares available for purchase
pursuant to the Plan shall be appropriately adjusted by the
Committee, provided, however, that if Bancshares shall issue
additional capital stock of any class for a consideration, there
shall be no such adjustment.

VI. TERMINATION AND WITHDRAWAL

Section 6.1. Death, retirement, Permanent and Total
Disability, or other termination of employment as an Employee shall
operate as a termination of allotments and a withdrawal from the
Plan, effective at the end of the last pay period of the Employee.

Section 6.2. Any Participant also may voluntarily withdraw
from the Plan and termination his allotment by submitting a request
for withdrawal on a form prescribed by Bancshares. The submission
of a request for withdrawal on a form prescribed by Bancshares will
operate as a termination of deductions of Participant allotments
and of Contributions, effective the next date on which the
Participant is paid following by at least five work days the
receipt of said request by the Participating Corporation. A
Participant who withdraws from the Plan may not re-enter the Plan
until the January 1, April 1, July 1 or October 1 immediately
following three full months from the date on which his withdrawal
became effective.

4
<PAGE> 33
Section 6.3. Settlement of a Participant's account will be
made within 45 days after the effective date of withdrawal from the
Plan as provided in Sections 6.1 and 6.2 and within 45 days after
the termination of the Plan. Upon such settlement the Participant
or his personal representative will receive a certificate for the
whole shares of stock which are credited to the Participant's
account and an amount in cash equal to any uninvested allotments by
and Contributions for the Participant's account. The Participant
or his personal representative also will receive, upon such
settlement, cash in lieu of any fractional share credited to the
Participant's account, based upon the closing trade price for the
Common Stock on the first Investment Date following the effective
date of withdrawal as such price is reported on the NASDAQ NMS or
such other system as may supersede it, and such fractional share
shall be added to the shares to be credited among the accounts of
the Participants on that Investment Date as provided in
Section 5.4.

VII. ANNUAL STOCK WITHDRAWAL OPTION

Section 7.1. Each year a Participant may elect, on a form to
be provided to him by Bancshares each January for that purpose, to
withdraw all of the whole shares accumulated in his account as of
January 15 of that year. The Participant's election to exercise
said withdrawal option must be delivered in the proper form on or
before February 15 and will not constitute a termination of his
participation in or withdrawal from the Plan.

VIII. CUSTODY, REGISTRATION AND VOTING OF STOCK

Section 8.1. All shares of Common Stock acquired by the
Custodian will be held in the possession of the Custodian,
registered in the name of the Custodian or its nominee, until
delivered pursuant to the provisions of the Plan. The Corporation
will provide for each Participant copies of Bancshares' notices of
annual meetings of shareholders, proxy statements, annual reports
and forms relating to the voting of shares credited to the
Participant's account. Each Participant, by use of such forms, may
then direct the Custodian how to vote the shares credited to his
account. In the absence of such direction, the shares will not be
voted.

IX. ADMINISTRATION

Section 9.1. The Board of Directors has appointed Boatmen's
Trust Company as Custodian under the Plan. The Board of Directors
may from time to time and in its sole discretion designate a
successor custodian or successor custodians, which in each case
shall be a duly incorporated bank or trust company.

Section 9.2. The Custodian will perform such duties on behalf
of the Participants as are specifically set forth in this Plan or
any subsequent modification or amendment hereto, subject to the
terms and conditions also set forth herein. Notwithstanding any
other provision contained herein, in the event conflicting demands
are or may be made upon the Custodian arising from or relating to
the Plan, the Custodian has the absolute right at its election to
file a suit in interpleader and obtain an order from the court
requiring all persons making any adverse claims to interplead and
litigate in such court their several claims and rights. In the
event such suit is brought, the Corporation agrees to pay the
Custodian

5
<PAGE> 34
all costs, expenses and reasonable attorneys' fees which it may
expend or incur in such interpleader suit, the amount thereof to be
fixed and a judgment thereof to be rendered by the court in such
suit. Upon filing such suit and tendering all contested funds or
shares or both held to the court, the Custodian will be fully
released and discharged from all further obligations to perform any
and all duties or obligations imposed upon it by the Plan with
respect to such funds and shares. The Custodian will not be liable
for any error of judgment or for anything that it may in good faith
do or refrain from doing in connection herewith nor will any
liability be incurred by the Custodian in the event it acts upon
any document which it reasonably believes to be genuine and to be
signed by the proper party or parties.

Section 9.3. The Plan shall be administered by the Committee,
provided, however, that the routine day-to-day administration of
the Plan shall be performed by Bancshares. The Committee and
Bancshares will perform on behalf of the Corporation such duties as
are assigned to them by the terms of the Plan. The Committee and
Bancshares will have all powers necessary to carry out the
provisions of the Plan (except such powers as are reserved by the
Plan to the Board of Directors) whether or not such powers are
specifically enumerated herein.

Section 9.4. The Committee may from time to time prescribe
regulations for the administration of the Plan consistent with its
provisions. Interpretation and construction by the Committee of
any provisions of the Plan and any other action, determination or
decision whatsoever taken by the Committee or Bancshares shall be
final, conclusive and binding upon all parties.

Section 9.5. The Custodian shall render regular quarterly
reports to each Participant, showing for the period of each report
the allotments, Contributions, dividends, if any, and the number of
shares and fractional shares credited to the Participant's account
and the purchase price for such shares.

Section 9.6. All notices, reports and statements given, made,
delivered or transmitted to a Participant will be deemed duly
given, made, delivered or transmitted when mailed with postage
prepaid and addressed to the Participant at the address last
appearing on the books of the Custodian. A Participant may change
his address from time to time by written notice in form acceptable
to Bancshares.

Written directions, notices and other communications from
Participants to the Corporation (including a Participating
Corporation), or the Committee must be mailed by first-class mail
to Boatmen's Bancshares, Inc., One Boatmen's Plaza, 800 Market
Street, St. Louis, Missouri 63101, Attention: Human Resources
Department, or to such other locations as may be specified by
notice to the Participants and will be deemed to have been given
when received at such location.

Section 9.7. The Custodian, the Committee or Bancshares need
not recognize the agency of or representation by any person for or
of a Participant unless it receives documentary evidence thereof
satisfactory to it and thereafter from time to time, as the
Custodian, the Committee or Bancshares may request, additional
documentary evidence showing the continuance of such agency or
representation. Until such time as the Custodian, the Committee or
Bancshares received documentary evidence satisfactory to it of the
cessation or modification of any agency or representation, it will
be entitled to rely upon the continuance of such agency or
representation and to deal with the agent or representative as if
he or it were the Participant.

6
<PAGE> 35
Section 9.8. The Plan shall be governed by and construed in
accordance with the laws of the State of Missouri.

Section 9.9. The records of the Custodian, the Committee and
the Corporation shall be conclusive with respect to all matters
involved in the administration of the Plan.

Section 9.10. Neither the Corporation, the Committee, the
Board of Directors, the boards of directors of the Participating
Corporations nor the Custodian shall have any responsibility or
liability for any interpretation or construction of the Plan or any
act or thing done or left undone, including, without limiting the
generality of the foregoing, any action taken with respect to
price, time, quantity, or other conditions and circumstances of the
purchase or sale of shares under the terms of the Plan.

X. MODIFICATION AND TERMINATION

Section 10.1. The Committee may terminate the Plan at any
time or may at any time or from time to time modify it in whole or
in part; and the Committee may at any time or from time to time
suspend operation of the Plan for a period not in excess of three
months. Any such termination, modification, or suspension will be
effective as to the Corporation and all Participants at such date
as the Committee may determine, and all Participants shall be
promptly notified thereof. A modification may affect Participants
at the time thereof as well as future Participants but may not
diminish the account of any Participant as of the effective date of
such modification.

XI. EXPENSES AND TAXES

Section 11.1. All costs and expenses incurred in
administering the Plan, including the expenses of the Committee,
the fees and expenses of the Custodian, the fees of counsel, and
other administrative expenses, shall be paid by the Corporation.
No part of such costs shall be charged against any Participant's
account. The Participating Corporation will withhold from each
Participant's gross salary such amount as is necessary for purposes
of state and federal income and other taxes due from a Participant
as a result of Contributions to his account.

XII. NON-ASSIGNABILITY

Section 12.1. It is a condition of the Plan, and all rights
of each Participant are subject thereto, that no right or interest
of any Participant in his account is assignable or transferable in
whole or in part, including, but without limitation, by way of
execution, levy, garnishment, attachment, pledge, or in any other
manner but excluding by way of devolution by death or the
Participant's mental incompetency. Each Participant's account
shall be registered in his name alone.

7
<PAGE> 36

XIII. EMPLOYMENT NON-CONTRACTUAL

Section 13.1. The Corporation may terminate the employment of
any Participant as fully and with the same effect as if this Plan
were not in operation.

XIV. EFFECTIVE DATE

Section 14.1. The Plan shall be effective as of June 1, 1990,
as amended through February 8, 1996; however, effectiveness of the
Plan may be withheld with respect to Employees residing in any
state or states if, in the judgment of the Committee, compliance
with the laws of such state or states would involve
disproportionate inconvenience and expense to the Corporation and
the Corporation may deny or condition participation in the Plan by
any class or classes of Employees to the extent it deems it
advisable in order to facilitate compliance with applicable laws
and regulations.

8
<PAGE> 37

1996 STOCK INCENTIVE PLAN

Boatmen's Bancshares, Inc.

February 12, 1996

<PAGE> 38

<TABLE>
<CAPTION>
CONTENTS
PAGE
----
<S> <C>
Article 1. Establishment, Objectives, and Duration . . . . . . . . 1

Article 2. Definitions . . . . . . . . . . . . . . . . . . . . . . 1

Article 3. Administration. . . . . . . . . . . . . . . . . . . . . 4

Article 4. Shares Subject to the Plan and Maximum Awards . . . . . 5

Article 5. Eligibility and Participation . . . . . . . . . . . . . 5

Article 6. Stock Options . . . . . . . . . . . . . . . . . . . . . 6

Article 7. Stock Appreciation Rights . . . . . . . . . . . . . . . 7

Article 8. Restricted Stock. . . . . . . . . . . . . . . . . . . . 8

Article 9. Performance Units and Performance Shares. . . . . . . . 10

Article 10. Performance Measures . . . . . . . . . . . . . . . . . 11

Article 11. Beneficiary Designation. . . . . . . . . . . . . . . . 12

Article 12. Deferrals. . . . . . . . . . . . . . . . . . . . . . . 12

Article 13. Rights of Employees. . . . . . . . . . . . . . . . . . 12

Article 14. Change in Control. . . . . . . . . . . . . . . . . . . 12

Article 15. Amendment, Modification, and Termination . . . . . . . 13

Article 16. Withholding. . . . . . . . . . . . . . . . . . . . . . 14

Article 17. Indemnification. . . . . . . . . . . . . . . . . . . . 14

Article 18. Successors . . . . . . . . . . . . . . . . . . . . . . 14

Article 19. Legal Construction . . . . . . . . . . . . . . . . . . 15
</TABLE>

<PAGE> 39
(THIS PLAN IS BEING SUBMITTED PURSUANT TO INSTRUCTION 3 TO ITEM 10 OF SCHEDULE
14A. IT IS NOT PRINTED IN THE PROXY STATEMENT CIRCULATED TO INVESTORS.)

BOATMEN'S BANCSHARES, INC.
1996 STOCK INCENTIVE PLAN

ARTICLE 1. ESTABLISHMENT, OBJECTIVES, AND DURATION

1.1 ESTABLISHMENT OF THE PLAN. Boatmen's Bancshares, Inc.,
(hereinafter referred to as the "Corporation") hereby establishes
an incentive compensation plan to be known as the "Boatmen's
Bancshares, Inc. 1996 Stock Incentive Plan" (hereinafter referred
to as the "Plan"), as set forth in this document. The Plan permits
the grant of Nonqualified Stock Options, Incentive Stock Options,
Stock Appreciation Rights, Restricted Stock, Performance Shares and
Performance Units.

Subject to approval by the Corporation's stockholders, the
Plan shall become effective as of February 12, 1996 (the "Effective
Date") and shall remain in effect as provided in Section 1.3
hereof.

1.2 OBJECTIVES OF THE PLAN. The objectives of the Plan are
to optimize the profitability and 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 stockholders and to provide Participants with an
incentive for excellence in individual performance.

The Plan is further intended to provide flexibility to
the Corporation in its ability to motivate, attract, and retain the
services of Participants who make significant contributions to the
Corporation's success and to allow Participants to share in the
success of the Corporation.

1.3 DURATION OF THE PLAN. The Plan shall commence on the
Effective Date, as described in Section 1.1 hereof, and shall
remain in effect, subject to the right of the Committee to amend or
alter the Plan, or the Board of Directors to amend, alter or
terminate the Plan at any time pursuant to Article 15 hereof, until
all Shares subject to it shall have been purchased or acquired
according to the Plan's provisions. However, in no event may an
Award be granted under the Plan on or after February 12, 2006.

ARTICLE 2. DEFINITIONS

Whenever used in the Plan, the following terms shall have the
meanings set forth below, and, when the meaning is intended, the
initial letter of the word shall be capitalized:

2.1 "AWARD" means, individually or collectively, a grant
under this Plan of Nonqualified Stock Options, Incentive Stock
Options, Stock Appreciation Rights, Restricted Stock, Performance
Shares or Performance Units.

2.2 "AWARD AGREEMENT" means an agreement entered into by the
Corporation and a Participant, or a written notification from the
Corporation to a Participant, setting forth the terms and
provisions applicable to Awards granted under this Plan.

2.3 "BENEFICIAL OWNER" or "BENEFICIAL OWNERSHIP" shall have
the meaning ascribed to such term in Rule 13d-3 of the General
Rules and Regulations under the Exchange Act.

2.4 "BOARD" or "BOARD OF DIRECTORS" means the Board of
Directors of the Corporation.

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2.5 "CHANGE IN CONTROL" of the Corporation shall be deemed to
have occurred as of the first day that any one or more of the
following conditions shall have been satisfied:

(a) Any individual, corporation (other than the Corporation),
partnership, trust, association, pool, syndicate, or any
other entity or any group of persons acting in concert
becomes the beneficial owner, as that concept is defined
in Rule 13d-3 promulgated by the Securities and Exchange
Commission under the Exchange Act, of securities of the
Corporation possessing twenty percent (20%) or more of
the voting power for the election of directors of the
Corporation;

(b) There shall be consummated any consolidation, merger, or
other business combination involving the Corporation or
the securities of the Corporation in which holders of
voting securities of the Corporation immediately prior to
such consummation own, as a group, immediately after such
consummation, voting securities of the Corporation (or,
if the Corporation does not survive such transaction,
voting securities of the corporation surviving such
transaction) having less than sixty percent (60%) of the
total voting power in an election of directors of the
Corporation (or such other surviving corporation);

(c) During any period of two (2) consecutive years,
individuals who at the beginning of such period
constitute the directors of the Corporation cease for any
reason to constitute at least a majority thereof unless
the election, or the nomination for election by the
Corporation's shareholders, of each new director of the
Corporation was approved by a vote of at least two-thirds
(2/3) of the directors of the Corporation then still in
office who were directors of the Corporation at the
beginning of any such period; or

(d) There shall be consummated any sale, lease, exchange, or
other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets
of the Corporation (on a consolidated basis) to a party
which is not controlled by or under common control with
the Corporation.

2.6 "CODE" means the Internal Revenue Code of 1986, as
amended from time to time.

2.7 "COMMITTEE" means the Compensation Committee of the
Board, as specified in Article 3 herein, or such other Committee as
may be appointed by the Board to administer the Plan with respect
to grants of Awards.

2.8 "CORPORATION" means Boatmen's Bancshares, Inc., and any
successor thereto as provided in Article 18 herein, including,
where the context requires, any and all Subsidiaries.

2.9 "COVERED EMPLOYEE" means a Participant who, as of the
date of vesting and/or payout of an Award, as applicable, is one of
the group of "covered employees," as defined in the regulations
promulgated under Code Section 162(m), or any successor statute.

2.10 "DIRECTOR" means any individual who is a member of the
Board of Directors of the Corporation.

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2.11 "DISABILITY" shall have the meaning ascribed to such
term in the Participant's governing long-term disability plan.

2.12 "EFFECTIVE DATE" shall have the meaning ascribed to such
term in Section 1.1 hereof.

2.13 "EMPLOYEE" means any full-time, active employee of the
Corporation. Directors who are not employed by the Corporation
shall not be considered Employees under this Plan.

2.14 "EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended from time to time, or any successor act thereto.

2.15 "FAIR MARKET VALUE" shall be determined on the basis of
the closing sale price on the principal national market or
securities exchange on which the Shares are traded or, if there is
no such sale on the relevant date, then on the last previous day on
which a sale was reported.

2.16 "FREESTANDING SAR" means an SAR that is granted
independently of any Options, as described in Article 7 herein.

2.17 "INCENTIVE STOCK OPTION" or "ISO" means an option to
purchase Shares granted under Article 6 herein, which is designated
as an Incentive Stock Option and which is intended to meet the
requirements of Code Section 422.

2.18 "NONQUALIFIED STOCK OPTION" OR "NQSO" means an option to
purchase Shares granted under Article 6 herein and which is not
intended to meet the requirements of Code Section 422.

2.19 "OPTION" means an Incentive Stock Option or a
Nonqualified Stock Option, as described in Article 6 herein.

2.20 "OPTION PRICE" means the price at which a Share may be
purchased by a Participant pursuant to an Option.

2.21 "PARTICIPANT" means an Employee who has outstanding an
Award granted under the Plan.

2.22 "PERFORMANCE-BASED EXCEPTION" means the performance-
based exception from the tax deductibility limitations of Code
Section 162(m).

2.23 "PERFORMANCE SHARE" means an Award, related to Share
price, granted to a Participant, as described in Article 9 herein.

2.24 "PERFORMANCE UNIT" means an Award, not related to Share
price, granted to a Participant, as described in Article 9 herein.

2.25 "PERIOD OF RESTRICTION" means the period during which
the transfer of Shares of Restricted Stock is limited in some way
(based on the passage of time, the achievement of performance
objectives, or upon the occurrence of other events as determined by
the Committee, at its discretion) and the Shares are subject to a
substantial risk of forfeiture, as provided in Article 8 herein.

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2.26 "PERSON" shall have the meaning ascribed to such term in
Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and
14(d) thereof, including a "group" as defined in Section 13(d)
thereof.

2.27 "RESTRICTED STOCK" means an Award granted to a
Participant pursuant to Article 8 herein.

2.28 "RETIREMENT" shall have the meaning ascribed to such
term in the Corporation's tax-qualified defined benefit retirement
plan.

2.29 "SHARES" means the shares of Common Stock of the
Corporation.

2.30 "STOCK APPRECIATION RIGHT" or "SAR" means an Award,
granted alone or in connection with a related Option, designated as
an SAR, pursuant to the terms of Article 7 herein.

2.31 "SUBSIDIARY" means any corporation, partnership, joint
venture or other entity in which the Corporation has a majority
voting interest.

2.32 "TANDEM SAR" means an SAR that is granted in connection
with a related Option pursuant to Article 7 herein, the exercise of
which shall require forfeiture of the right to purchase a Share
under the related Option (and when a Share is purchased under the
Option, the Tandem SAR shall similarly be canceled).

ARTICLE 3. ADMINISTRATION

3.1 THE COMMITTEE. The Plan shall be administered by the
Compensation Committee of the Board, or by any other Committee
appointed by the Board, which Committee shall satisfy the outside
director rules under Section 162(m) of the Code and any applicable
and relevant rules under Section 16 of the Exchange Act, or any
successor provisions.

3.2 AUTHORITY OF THE COMMITTEE. Except as limited by law or
by the Corporation's Restated Articles of Incorporation or Bylaws,
and subject to the provisions herein, the Committee shall have full
power to select Employees who shall participate in the Plan;
determine the sizes and types of Awards; determine the terms and
conditions of Awards in a manner consistent with the Plan; construe
and interpret the Plan and any agreement or instrument entered into
under the Plan as they apply to Employees; (subject to Article 15
herein) amend or alter the Plan; establish, amend, or waive rules
and regulations for the Plan's administration as they apply to
Employees; and (subject to the provisions of Article 15 herein)
amend the terms and conditions of any outstanding Award to the
extent such terms and conditions are within the discretion of the
Committee as provided in the Plan. Further, the Committee shall
make all other determinations which may be necessary or advisable
for the administration of the Plan, as the Plan applies to
Employees. As permitted by law, the Committee may delegate its
authority.

3.3 DECISIONS BINDING. All determinations and decisions made
by the Committee pursuant to the provisions of the Plan and all
related orders and resolutions of the Board shall be final,
conclusive and binding on all parties.

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ARTICLE 4. SHARES SUBJECT TO THE PLAN AND MAXIMUM AWARDS

4.1 NUMBER OF SHARES AVAILABLE FOR GRANTS. Subject to
adjustment as provided in Section 4.3 herein, the number of Shares
hereby reserved for issuance to Participants under the Plan shall
be six million (6,000,000). In addition, any Shares reserved for
issuance under the Boatmen's Bancshares, Inc. 1987 Non-Qualified
Stock Option Plan and the Boatmen's Bancshares, Inc. 1991 Incentive
Stock Option Plan (together, the "Stock Option Plans") in excess of
the number of Shares as to which awards have been granted under
such Stock Option Plans, plus any Shares as to which awards under
the Stock Option Plans may lapse, expire, terminate, or be
canceled, shall also be reserved and available for issuance or
reissuance under this Plan in any calendar year (subject to Section
4.2 herein). No further awards are to be granted under the Stock
Option Plans; provided that any outstanding awards shall continue
to remain outstanding in accordance with the terms thereof.

Notwithstanding the foregoing, the maximum number of Shares of
Restricted Stock granted pursuant to Article 8 herein shall be an
amount equal to twenty-five percent (25%) of the total number of
Shares reserved for issuance under the Plan.

The following rules shall apply to grants of Awards under the
Plan:

(a) The maximum aggregate number of Shares with respect to
which Options or SARS may be granted pursuant to any
Award in any one fiscal year to any single Participant
shall be three hundred thousand Shares (300,000).

(b) The maximum aggregate cash payout with respect to Awards
granted in any fiscal year which may be made to any
Participant shall be three million dollars ($3,000,000).

4.2 LAPSED AWARDS. If any Award granted under this Plan is
canceled, terminates, expires, or lapses for any reason (with the
exception of the termination of a Tandem SAR upon exercise of the
related Option, or the termination of a related Option upon
exercise of the corresponding Tandem SAR), any Shares subject to
such Award again shall be available for the grant of an Award under
the Plan.

4.3 ADJUSTMENTS IN AUTHORIZED SHARES. In the event of any
change in corporate capitalization, such as a stock split, or a
corporate transaction, such as any merger, consolidation,
separation, including a spin-off, or other distribution of stock or
property of the Corporation, any reorganization (whether or not
such reorganization comes within the definition of such term in
Code Section 368) or any partial or complete liquidation of the
Corporation, such adjustment shall be made in the number and class
of Shares which may be delivered under Section 4.1, in the number
and class of and/or price of Shares subject to outstanding Awards
granted under the Plan, and in the Award limits set forth in
subsections 4.1(a) and 4.1(b), as may be determined to be
appropriate and equitable by the Committee, in its sole discretion,
to prevent dilution or enlargement of rights; provided, however,
that the number of Shares subject to any Award shall always be a
whole number.

ARTICLE 5. ELIGIBILITY AND PARTICIPATION

5.1 ELIGIBILITY. Persons eligible to participate in this
Plan include all Employees of the Corporation, including Employees
who are members of the Board.

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5.2 ACTUAL PARTICIPATION. Subject to the provisions of the
Plan, the Committee may, from time to time, select from all
eligible Employees those to whom Awards shall be granted and shall
determine the nature and amount of each Award.

ARTICLE 6. STOCK OPTIONS

6.1 GRANT OF OPTIONS. Subject to the terms and provisions of
the Plan, Options may be granted to Participants in such number,
and upon such terms, and at any time and from time to time as shall
be determined by the Committee. The Committee shall specify
whether an Option granted under this Article 6 is intended to be an
ISO within the meaning of Code Section 422, or an NQSO whose grant
is intended not to fall under the provisions of Code Section 422.

6.2 AWARD AGREEMENT. Each Option grant may be evidenced by
an Award Agreement that specifies the Option Price, the duration of
the Option, the number of Shares to which the Option pertains, and
such other provisions as the Committee shall determine.

6.3 OPTION PRICE. The Option Price for each grant of an
Option under this Plan shall be at least equal to one hundred
percent (100%) of the Fair Market Value of a Share on the date the
Option is granted.

6.4 DURATION OF OPTIONS. Each Option granted to an Employee
shall expire at such time as the Committee shall determine at the
time of grant; provided, however, that no Option shall be
exercisable later than the tenth (10th) anniversary date of
its grant.

6.5 DIVIDEND EQUIVALENTS. The Committee may grant dividend
equivalents in connection with Options granted under this Plan.
Such dividend equivalents may be payable in cash or in Shares, upon
such terms as the Committee, in its sole discretion, deems
appropriate.

6.6 EXERCISE OF OPTIONS. Options granted under this
Article 6 shall be exercisable at such times and be subject to such
restrictions and conditions as the Committee shall in each instance
approve, which need not be the same for each grant or for each
Participant.

6.7 PAYMENT. Options granted under this Article 6 shall be
exercised by the delivery of a written notice of exercise to the
Corporation, setting forth the number of Shares with respect to
which the Option is to be exercised.

The Option Price upon exercise of any Option shall be payable
to the Corporation in full either: (a) in cash or its equivalent or
(b), as permitted by the Committee, by tendering previously
acquired Shares having an aggregate Fair Market Value at the time
of exercise equal to the total Option Price (provided that the
Shares which are tendered must have been held by the Participant
for at least six (6) months prior to their tender to satisfy the
Option Price) or (c), as permitted by the Committee, by a
combination of (a) and (b).

The Committee also may allow cashless exercise as permitted
under Federal Reserve Board's Regulation T, subject to applicable
securities law restrictions, or by any other means which the
Committee determines to be consistent with the Plan's purpose and
applicable law.

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As soon as practicable after receipt of a written notification
of exercise and full payment, the Corporation shall deliver to the
Participant, in the Participant's name, Share certificates in an
appropriate amount based upon the number of Shares purchased under
the Option(s).

6.8 RESTRICTIONS ON SHARE TRANSFERABILITY. The Committee may
impose such restrictions on any Shares acquired pursuant to the
exercise of an Option granted under this Article 6 as it may deem
advisable, including, without limitation, restrictions under
applicable Federal securities laws, under the requirements of any
stock exchange or market upon which such Shares are then listed
and/or traded, and under any blue sky or state securities laws
applicable to such Shares.

6.9 TERMINATION OF EMPLOYMENT. The Committee shall determine
the extent to which the Participant shall have the right to
exercise the Option following termination of the Participant's
employment with the Corporation. Such provisions shall be
determined in the sole discretion of the Committee, may be included
in any Award Agreement entered into with each Participant, need not
be uniform among all Options issued pursuant to this Article 6, and
may reflect distinctions based on the reasons for termination of
employment.

6.10 NONTRANSFERABILITY OF OPTIONS.

(a) INCENTIVE STOCK OPTIONS. No ISO granted under the Plan
may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the
laws of descent and distribution. Further, all ISOs
granted to a Participant under the Plan shall be
exercisable during his or her lifetime only by such
Participant.

(b) NONQUALIFIED STOCK OPTIONS. Except as may otherwise be
provided in a Participant's Award Agreement, no NQSO
granted under this Article 6 may be sold, transferred,
pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of
descent and distribution. Further, except as may
otherwise be provided in a Participant's Award Agreement,
all NQSOs granted to a Participant under this Article 6
shall be exercisable during his or her lifetime only by
such Participant.

ARTICLE 7. STOCK APPRECIATION RIGHTS

7.1 GRANT OF SARS. Subject to the terms and conditions of
the Plan, SARs may be granted to Participants at any time and from
time to time as shall be determined by the Committee. The Committee
may grant Freestanding SARs, Tandem SARs, or any combination of
these forms of SAR.

The Committee shall have complete discretion in determining
the number of SARs granted to each Participant (subject to
Article 4 herein) and, consistent with the provisions of the Plan,
in determining the terms and conditions pertaining to such SARs.

The grant price of a Freestanding SAR shall equal the Fair
Market Value of a Share on the date of grant of the SAR. The grant
price of Tandem SARs shall equal the Option Price of the related
Option.

7.2 EXERCISE OF TANDEM SARS. Tandem SARs may be exercised
for all or part of the Shares subject to the related Option upon
the surrender of the right to exercise the equivalent portion of
the related Option. A Tandem SAR may be exercised only with
respect to the Shares for which its related Option is then
exercisable.

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7.3 EXERCISE OF FREESTANDING SARS. Freestanding SARs may be
exercised upon whatever terms and conditions the Committee, in its
sole discretion, imposes upon them.

7.4 SAR AGREEMENT. Each SAR grant may be evidenced by an
Award Agreement that specifies the grant price, the term of the
SAR, and such other provisions as the Committee shall determine.

7.5 TERM OF SARS. The term of an SAR granted under the Plan
shall be determined by the Committee, in its sole discretion;
provided, however, that such term shall not exceed ten (10) years.

7.6 PAYMENT OF SAR AMOUNT. Upon exercise of an SAR, a
Participant shall be entitled to receive payment from the
Corporation in an amount determined by multiplying:

(a) The difference between the Fair Market Value of a Share
on the date of exercise over the grant price; by

(b) The number of Shares with respect to which the SAR is
exercised.

At the discretion of the Committee, the payment upon SAR
exercise may be in cash, in Shares of equivalent value, or in some
combination thereof.

7.7 SECTION 16 REQUIREMENTS. Notwithstanding any other
provision of the Plan, the Committee may impose such conditions on
exercise of an SAR (including, without limitation, the right of the
Committee to limit the time of exercise to specified periods) as
may be required to satisfy the requirements of Section 16 of the
Exchange Act (or any successor rule).

7.8 TERMINATION OF EMPLOYMENT. The Committee shall determine
the extent to which the Participant shall have the right to
exercise the SAR following termination of the Participant's
employment with the Corporation. Such provisions shall be
determined in the sole discretion of the Committee, may be included
in any Award Agreement entered into with Participants, need not be
uniform among all SARs issued pursuant to the Plan, and may reflect
distinctions based on the reasons for termination of employment.

7.9 NONTRANSFERABILITY OF SARS. Except as may otherwise be
provided in a Participant's Award Agreement, no SAR granted under
the Plan may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of
descent and distribution. Further, except as may otherwise be
provided in a Participant's Award Agreement, all SARs granted to a
Participant under the Plan shall be exercisable during his or her
lifetime only by such Participant.

ARTICLE 8. RESTRICTED STOCK

8.1 GRANT OF RESTRICTED STOCK. Subject to the terms and
provisions of the Plan, the Committee, at any time and from time to
time, may grant Shares of Restricted Stock to Participants in such
amounts as the Committee shall determine.

8.2 RESTRICTED STOCK AWARD AGREEMENT. Each Restricted Stock
grant may be evidenced by an Award Agreement that specifies the
Period(s) of Restriction, the number of Shares of Restricted Stock
granted, and such other provisions as the Committee shall
determine.

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8.3 TRANSFERABILITY. Except as provided in this Article 8,
the Shares of Restricted Stock granted herein may not be sold,
transferred, pledged, assigned, or otherwise alienated or
hypothecated until the end of the applicable Period of Restriction
established by the Committee, or upon earlier satisfaction of any
other conditions, as specified by the Committee in its sole
discretion. All rights with respect to the Restricted Stock
granted to a Participant under the Plan shall be available during
his or her lifetime only to such Participant.

8.4 OTHER RESTRICTIONS. Subject to Article 11 herein, the
Committee shall impose such other conditions and/or restrictions on
any Shares of Restricted Stock granted pursuant to the Plan as it
may deem advisable including, without limitation, a requirement
that Participants pay a stipulated purchase price for each Share of
Restricted Stock, restrictions based upon the achievement of
specific performance objectives (Corporation-wide, business unit,
and/or individual), time-based restrictions on vesting following
the attainment of the performance objectives, and/or restrictions
under applicable Federal or state securities laws.

The Corporation shall retain the certificates representing
Shares of Restricted Stock in the Corporation's possession until
such time as all conditions and/or restrictions applicable to such
Shares have been satisfied.

Except as otherwise provided in this Article 8, Shares of
Restricted Stock covered by each Restricted Stock grant made under
the Plan shall become freely transferable by the Participant after
the last day of the applicable Period of Restriction.

8.5 VOTING RIGHTS. During the Period of Restriction,
Participants holding Shares of Restricted Stock granted hereunder
may exercise full voting rights with respect to those Shares.

8.6 DIVIDENDS AND OTHER DISTRIBUTIONS. During the Period of
Restriction, Participants holding Shares of Restricted Stock
granted hereunder may be credited with regular cash dividends paid
with respect to the underlying Shares while they are so held. Such
dividends may be paid currently, accrued as contingent cash
obligations, or converted into additional shares of Restricted
Stock, upon such terms as the Compensation Committee establishes.

The Committee may apply any restrictions to the dividends that
the Committee deems appropriate. Without limiting the generality of
the preceding sentence, if the grant or vesting of Restricted
Shares granted to a Covered Employee is designed to comply with the
requirements of the Performance-Based Exception, the Committee may
apply any restrictions it deems appropriate to the payment of
dividends declared with respect to such Restricted Shares, such
that the dividends and/or the Restricted Shares maintain
eligibility for the Performance-Based Exception.

In the event that any dividend constitutes a "derivative
security" or an "equity security" pursuant to Rule 16(a) under the
Exchange Act, such dividend shall be subject to a vesting period
equal to the remaining vesting period of the Shares of Restricted
Stock with respect to which the dividend is paid.

8.7 TERMINATION OF EMPLOYMENT. The Committee shall determine
the extent to which the Participant shall have the right to retain
unvested Restricted Shares following termination of the
Participant's employment with the Corporation. Such provisions
shall be determined in the sole discretion of the Committee, may be
included in any Award Agreement entered into with each Participant,
need not be uniform among all Shares of Restricted Stock issued
pursuant to the Plan, and may reflect distinctions

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<PAGE> 48
based on the reasons for termination of employment; provided, however that,
except in the cases of terminations connected with a Change in Control and
terminations by reason of death or Disability, the vesting of Shares of
Restricted Stock which qualify for the Performance-Based Exception and which
are held by Covered Employees shall not be accelerated.

ARTICLE 9. PERFORMANCE UNITS AND PERFORMANCE SHARES

9.1 GRANT OF PERFORMANCE UNITS/SHARES. Subject to the terms
of the Plan, Performance Units and/or Performance Shares may be
granted to Participants in such amounts and upon such terms, and at
any time and from time to time, as shall be determined by the
Committee.

9.2 VALUE OF PERFORMANCE UNITS/SHARES. Each Performance Unit
shall have an initial value that is established by the Committee at
the time of grant. Each Performance Share shall have an initial
value equal to the Fair Market Value of a Share on the date of
grant. The Committee shall set performance objectives in its
discretion which, depending on the extent to which they are met,
will determine the number and/or value of Performance Units/Shares
that will be paid out to the Participant. For purposes of this
Article 9, the time period during which the performance objectives
must be met shall be called a "Performance Period."

9.3 EARNING OF PERFORMANCE UNITS/SHARES. Subject to the
terms of this Plan, after the applicable Performance Period has
ended, the holder of Performance Units/Shares shall be entitled to
receive payout on the number and value of Performance Units/Shares
earned by the Participant over the Performance Period, to be
determined as a function of the extent to which the corresponding
performance objectives have been achieved.

9.4 FORM AND TIMING OF PAYMENT OF PERFORMANCE UNITS/SHARES.
Payment of earned Performance Units/Shares shall be made as soon as
practicable following the close of the applicable Performance
Period in a manner designated by the Committee, in its sole
discretion. Subject to the terms of this Plan, the Committee, in
its sole discretion, may pay earned Performance Units/Shares in the
form of cash or in Shares (or in a combination thereof) which have
an aggregate Fair Market Value equal to the value of the earned
Performance Units/Shares at the close of the applicable Performance
Period. Such Shares may be granted subject to any restrictions
deemed appropriate by the Committee.

At the discretion of the Committee, Participants may be
entitled to receive any dividends declared with respect to Shares
which have been earned in connection with grants of Performance
Units and/or Performance Shares which have been earned, but not yet
distributed to Participants (such dividends shall be subject to the
same accrual, forfeiture, and payout restrictions as apply to
dividends earned with respect to Shares of Restricted Stock, as set
forth in Section 8.6 herein). In addition, Participants may, at the
discretion of the Committee, be entitled to exercise their voting
rights with respect to such Shares.

9.5 TERMINATION OF EMPLOYMENT DUE TO DEATH, DISABILITY, OR
RETIREMENT. Unless determined otherwise by the Committee, in the
event the employment of a Participant is terminated by reason of
death, Disability, or Retirement during a Performance Period, the
Participant shall receive a payout of the Performance Units/Shares
which is prorated, as specified by the Committee in its discretion.
Subject to Section 14.1 herein, payment of earned Performance
Units/Shares shall be made at a time specified by the Committee in
its sole discretion. Notwithstanding the foregoing but
nevertheless subject to Section 14.1 herein, with respect to
Covered Employees who retire during a Performance Period, payments
shall

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be made at the same time as payments are made to Participants
who did not terminate employment during the applicable Performance
Period.

9.6 TERMINATION OF EMPLOYMENT FOR OTHER REASONS. In the
event that a Participant's employment terminates other than (a) for
any reason set forth in Section 9.5 herein or (b) following a
Change in Control, all Performance Units/Shares shall be forfeited
by the Participant to the Corporation unless determined otherwise
by the Committee.

9.7 NONTRANSFERABILITY. Except as provided in Article 11
herein or as may otherwise be provided in a Participant's Award
Agreement, Performance Units/Shares may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution. Further,
except as may otherwise be provided in a Participant's Award
Agreement, a Participant's rights under the Plan shall be
exercisable during the Participant's lifetime only by the
Participant or the Participant's legal representative.

ARTICLE 10. PERFORMANCE MEASURES

Unless and until the Committee proposes for shareholder vote
and shareholders approve a change in the general performance
measures set forth in this Article 10, the attainment of which may
determine the degree of payout and/or vesting with respect to
Awards to Covered Employees which are designed to qualify for the
Performance-Based Exception, the performance measure(s) to be used
for purposes of such grants shall be chosen from among the
following alternatives:

(a) Net Income;

(b) Return on Equity;

(d) Return on Assets;

(e) Total Shareholder Return;

(f) Return on Investment;

(g) Market Share; and

(h) Expense Management.

Subject to the terms of the Plan, each of these measures shall be
defined by the Committee on a Corporation or Subsidiary basis, in
comparison with peer group performance, and may include or exclude
specified extraordinary items.

The Committee shall have the discretion to adjust the
determinations of the degree of attainment of the preestablished
performance objectives; provided, however, that Awards which are
designed to qualify for the Performance-Based Exception, and which
are held by Covered Employees, may not be adjusted upward (but the
Committee shall retain the discretion to adjust such Awards
downward) and no such adjustment shall be made after a Change in
Control.

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In the event that applicable tax laws or regulations change to
permit Committee discretion to alter, without adverse tax effects,
the governing performance measures without obtaining shareholder
approval of such changes, the Committee shall have sole discretion
to make such changes without obtaining shareholder approval. In
addition, in the event that the Committee determines that it is
advisable to grant Awards which shall not qualify for the
Performance-Based Exception, the Committee may make such grants
without satisfying the requirements of Code Section 162(m).

ARTICLE 11. BENEFICIARY DESIGNATION

To the extent permitted by the Committee, each Participant
under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her
death before he or she receives any or all of such benefit. Each
such designation shall revoke all prior designations by the same
Participant, shall be in a form prescribed by the Corporation, and
will be effective only when filed by the Participant in writing
with the Corporation during the Participant's lifetime. In the
absence of any such designation, benefits remaining unpaid at the
Participant's death shall be paid to the Participant's estate.

ARTICLE 12. DEFERRALS

The Committee may permit or require a Participant to defer
such Participant's receipt of the payment of cash or the delivery
of Shares that would otherwise be due to such Participant by virtue
of the exercise of an Option or SAR, the lapse or waiver of
restrictions with respect to Restricted Stock, or the satisfaction
of any requirements or objectives with respect to Performance
Units/Shares. If any such deferral election is required or
permitted, the Committee shall, in its sole discretion, establish
rules and procedures for such payment deferrals.

ARTICLE 13. RIGHTS OF EMPLOYEES

13.1 EMPLOYMENT. Nothing in the Plan shall interfere with or
limit in any way the right of the Corporation to terminate any
Participant's employment at any time, nor confer upon any
Participant any right to continue in the employ of the Corporation.

13.2 PARTICIPATION. No Employee shall have the right to be
selected to receive an Award under this Plan, or, having been so
selected, to be selected to receive a future Award.

ARTICLE 14. CHANGE IN CONTROL

14.1 TREATMENT OF OUTSTANDING AWARDS. Upon the occurrence of
a Change in Control, unless otherwise specifically prohibited under
applicable laws, or by applicable rules and regulations of any
governing governmental agencies or national securities exchanges or
markets:

(a) Any and all Options and SARs granted hereunder shall
become immediately exercisable, and shall remain
exercisable throughout their entire term;

(b) Any restriction periods and restrictions imposed on
Restricted Shares shall lapse; provided, however, that
the degree of vesting associated with Restricted Stock
which has been conditioned upon the achievement of
performance conditions pursuant to Section 8.4 herein
shall be determined in the manner set forth in
Section 14.1(c) herein;

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(c) The vesting of all Performance Units and Performance
Shares shall be accelerated as of the effective date of
the Change in Control, and there shall be paid out in
cash to Participants within thirty (30) days following
the effective date of the Change in Control an amount
based upon an assumed achievement of all relevant
performance objectives at target levels, and upon the
assumed completion of the Performance Period on the basis
of information then available; provided, however, that in
the event the Committee determines that actual
performance to the date of the Change in Control exceeds
targeted levels, the payouts shall be made at levels
commensurate with such actual performance (determined by
extrapolating such actual performance to the end of the
Performance Period); and provided, further, that there
shall not be an accelerated payout with respect to Awards
of Performance Units or Performance Shares which qualify
as "derivative securities" under Section 16 of the
Exchange Act which were granted less than six (6) months
prior to the effective date of the Change in Control if
the effect thereof would be to cause liability under
Section 16(b).

14.2 TERMINATION, AMENDMENT, AND MODIFICATIONS OF CHANGE-IN-
CONTROL PROVISIONS. Notwithstanding any other provision of this
Plan or any Award Agreement provision, the provisions of this
Article 14 may not be terminated, amended, or modified on or after
the date of a Change in Control to affect adversely any Award
theretofore granted under the Plan without the prior written
consent of the Participant with respect to said Participant's
outstanding Awards.

ARTICLE 15. AMENDMENT, MODIFICATION, AND TERMINATION

15.1 AMENDMENT, MODIFICATION, AND TERMINATION. Subject to
Section 14.2 herein, at any time and from time to time, the
Committee may alter or amend, and the Board may terminate the Plan
in whole or in part; provided, however, that no amendment which
requires shareholder approval in order for the Plan to continue to
comply with any applicable and relevant rules under Section 16 of
the Exchange Act, including any successor to such rules, shall be
effective unless such amendment shall be approved by the requisite
vote of shareholders of the Corporation entitled to vote thereon.

Neither the Committee nor the Board shall have the authority
to cancel outstanding Awards and issue substitute Awards in
replacement thereof.

15.2 ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN
UNUSUAL OR NONRECURRING EVENTS. Subject to any restriction
required from time to time under the Code and applicable
regulations on the exercise of upward discretion with respect to
Awards which have been designed to comply with the Performance-
Based Exception, the Committee may make adjustments in the terms
and conditions of, and the criteria included in, Awards in
recognition of unusual or nonrecurring events (including, without
limitation, the events described in Section 4.3 hereof) affecting
the Corporation or the financial statements of the Corporation or
of changes in applicable laws, regulations, or accounting
principles, whenever the Committee determines that such adjustments
are appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under
the Plan.

15.3 AWARDS PREVIOUSLY GRANTED. No termination, amendment,
or modification of the Plan shall adversely affect in any material
way any Award previously granted under the Plan, without the
written consent of the Participant holding such Award.

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15.4 COMPLIANCE WITH CODE SECTION 162(M). It is intended
that, at all times when and with respect to all persons to whom at
such times Code Section 162(m) is applicable, all Awards granted
under this Plan shall comply with the requirements of Code
Section 162(m); provided, however, that in the event the Committee
determines, before making any Award or Awards, that such compliance
is not desired with respect to such Award or Awards, then
compliance with Code Section 162(m) will not be required with
respect to such Award or Awards. In addition, in the event that
changes are made to Code Section 162(m) or the regulations
thereunder to permit greater flexibility with respect to any Award
or Awards available under the Plan, the Committee may, subject to
this Article 15, make any adjustments it deems appropriate to
conform to such changes.

ARTICLE 16. WITHHOLDING

16.1 TAX WITHHOLDING. The Corporation shall have the power
and the right to deduct or withhold, or require a Participant to
remit to the Corporation, an amount sufficient to satisfy Federal,
state, and local taxes, domestic or foreign, required by law or
regulation to be withheld with respect to any taxable event arising
as a result of this Plan.

16.2 SHARE WITHHOLDING. With respect to withholding required
upon the exercise of Options or SARs, upon the lapse of restric-
tions on Restricted Stock, or upon any other taxable event arising
as a result of Awards granted hereunder, Participants may elect,
subject to the approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having the
Corporation withhold Shares having a Fair Market Value on the date
the tax is to be determined equal to the minimum statutory total
tax which could be withheld on the transaction. All such elections
shall be irrevocable, made in writing, signed by the Participant,
and shall be subject to any restrictions or limitations that the
Committee, in its sole discretion, deems appropriate.

ARTICLE 17. INDEMNIFICATION

Each person who is or shall have been a member of the
Committee, or of the Board, shall be indemnified and held harmless
by the Corporation against and from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by him or
her in connection with or resulting from any claim, action, suit,
or proceeding to which he or she may be a party or in which he or
she may be involved by reason of any action taken or failure to act
under the Plan and against and from any and all amounts paid by him
or her in settlement thereof, with the Corporation's approval, or
paid by him or her in satisfaction of any judgement in any such
action, suit, or proceeding against him or her, provided he or she
shall give the Corporation an opportunity, at its own expense, to
handle and defend the same before he or she undertakes to handle
and defend it on his or her own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the
Corporation's Restated Articles of Incorporation or Bylaws, as a
matter of law, or otherwise, or any power that the Corporation may
have to indemnify them or hold them harmless.

ARTICLE 18. SUCCESSORS

All obligations of the Corporation under the Plan with respect
to Awards granted hereunder shall be binding on any successor to
the Corporation, whether the existence of such successor is the
result of a direct or indirect purchase, of all or substantially
all of the business and/or assets of the Corporation, or a merger,
consolidation, or otherwise.

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ARTICLE 19. LEGAL CONSTRUCTION

19.1 GENDER AND NUMBER. Except where otherwise indicated by
the context, any masculine term used herein also shall include the
feminine; the plural shall include the singular and the singular
shall include the plural.

19.2 SEVERABILITY. In the event any provision of the Plan
shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Plan, and
the Plan shall be construed and enforced as if the illegal or
invalid provision had not been included.

19.3 REQUIREMENTS OF LAW. The granting of Awards and the
issuance of Shares under the Plan shall be subject to all
applicable laws, rules, and regulations, and to such approvals by
any governmental agencies or national securities exchanges or
markets as may be required.

19.4 SECURITIES LAW COMPLIANCE. With respect to individuals
subject to Section 16 of the Exchange Act, transactions under this
Plan are intended to comply with all applicable conditions of said
Section 16 and any applicable rules and regulations thereunder. To
the extent any provision of the plan or action by the Committee
fails so to comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Committee.

19.5 GOVERNING LAW. To the extent not preempted by Federal
law, the Plan, and all agreements hereunder, shall be construed in
accordance with and governed by the laws of the state of Missouri.