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[STATIONARY]

December 12, 1994

Dear Shareholder of: B-M Homes, Inc.
Macon Homes, Inc.
Marbel Homes, Inc.
Margolin Bros. Appliance Co.
Margolin Bros. Realty Co.
National Builders, Inc.
Arkansas Home Loan Company
National Home Loan Company, Inc.
National Home Loan Company of Mississippi, Inc.
(collectively the "Companies"):

We are pleased to invite you to attend the Special Meetings of
the Shareholders of the Companies to be held at the Adam's Mark Hotel,
939 Ridge Lake Blvd., Memphis, Tennessee at 3:00 p.m., on January 29, 1995.

At the Special Meetings, shareholders of the Companies will
consider and vote upon approving the Merger Agreement dated July 7,
1994, among the Companies, National Service Company, a Tennessee
corporation, Boatmen's Bancshares, Inc., a Missouri corporation
("Boatmen's"), and BBI One, Inc., a Tennessee corporation, BBI Two,
Inc., a Tennessee corporation, BBI Three, Inc., a Tennessee corporation,
BBI Four, Inc., a Tennessee corporation, BBI Five, Inc., a Tennessee
corporation, BBI Six, Inc., a Tennessee corporation, BBI Seven, Inc., an
Arkansas corporation, BBI Eight, Inc., a Tennessee corporation, and BBI
Nine, Inc., a Mississippi corporation (BBI One, Inc. through BBI Nine,
Inc., which are wholly owned subsidiaries of Boatmen's, are sometimes
referred to herein as the "Acquisition Subs").

The Merger Agreement provides for, among other things,
Boatmen's acquisition of the Companies by means of mergers (the
"Mergers") of each of the nine Acquisition Subs with and into one
of the nine Companies. Upon consummation of the Mergers, all of
the issued and outstanding shares of Common Stock and Preferred
Stock of B-M Homes, Inc., Macon Homes, Inc., Marbel Homes, Inc.,
Margolin Bros. Appliance Co., Margolin Bros. Realty Co., and National
Builders, Inc. (collectively, the "National Mortgage Parents") and all
of the issued and outstanding shares of Common Stock of Arkansas Home
Loan Company, National Home Loan Company, Inc. and National Home Loan
Company of Mississippi, Inc. (collectively, the "Home Loan Companies")
will be canceled and converted into the right to receive shares of
Common Stock, par value $1.00 per share, of Boatmen's in accordance with
the conversion formula for each Company set forth in the Merger
Agreement and described in the accompanying Joint Proxy
Statement/Prospectus and cash in lieu of fractional shares.

If the Mergers were consummated on December 12, 1994, your
Boards of Directors estimate that approximately 4,720,000 shares of
Boatmen's Common Stock would be delivered to the shareholders of
the National Mortgage Parents and approximately 250,000 shares of
Boatmen's Common Stock would be delivered to the shareholders of
the Home Loan Companies. The foregoing estimates are subject to
change and the actual number of shares of Boatmen's Common Stock
delivered at the closing of the Mergers to the shareholders of the
National Mortgage Parents and the Home Loan Companies may be
materially different from the foregoing estimates.

Your Boards of Directors submit these proposed Mergers to you
after careful review and consideration. We believe that these
proposed Mergers will provide significant value to all shareholders
enabling the shareholders of the Companies to participate in the
expanded opportunities for growth that association with a larger,
more geographically-diversified super-regional financial
organization makes possible. Accordingly, the Boards have
unanimously approved the Mergers as being in the best interest of
the Companies and their shareholders and recommends that you vote
in favor of the Mergers at the Special Meetings.

Shareholders are urged to read carefully the accompanying
Joint Proxy Statement/Prospectus which contains detailed
information concerning the matters to be acted upon at the Special
Meetings.

Your participation in the Special Meetings, in person or by
proxy, is important. Therefore, we ask that you please mark, sign
and date the enclosed proxy cards for each Company in which you are
a shareholder and return them as soon as possible in the enclosed
postage-paid envelope. If you attend the Special Meetings, you may
vote in person if you wish, even if you have previously mailed in
your proxy card.

Sincerely,
/s/ Sam Margolin
Sam S. Margolin

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B-M HOMES, INC.,
MACON HOMES, INC.,
MARBEL HOMES, INC.,
MARGOLIN BROS. APPLIANCE CO.,
MARGOLIN BROS. REALTY CO.,
NATIONAL BUILDERS, INC.
ARKANSAS HOME LOAN COMPANY
NATIONAL HOME LOAN COMPANY, INC.
NATIONAL HOME LOAN COMPANY OF MISSISSIPPI, INC.

________________________________

JOINT NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS

TO BE HELD ON JANUARY 29, 1995

________________________________

The Special Meetings of shareholders of B-M Homes, Inc., a Tennessee
corporation, Macon Homes, Inc., a Tennessee corporation, Marbel Homes, Inc.,
a Tennessee corporation, Margolin Bros. Appliance Co., a Tennessee
corporation, Margolin Bros. Realty Co., a Tennessee corporation, National
Builders, Inc., a Tennessee corporation, Arkansas Home Loan Company, an
Arkansas corporation, National Home Loan Company, Inc., a Tennessee
corporation, and National Home Loan Company of Mississippi, Inc., a
Mississippi corporation (collectively the "Companies"), will be held on
January 29, 1995, at 3:00 p.m., local time, at the Adam's Mark Hotel,
939 Ridge Lake Blvd., Memphis, Tennessee for the following purpose:

To consider and vote upon a proposal to approve and adopt the
Merger Agreement dated July 7, 1994, attached as Appendix A to the
accompanying Joint Prospectus/Proxy Statement, providing for,
among other things, Boatmen's Bancshares, Inc. ("Boatmen's")
acquisition of the Companies by means of the mergers of nine
wholly-owned subsidiaries of Boatmen's with and into one of the
nine Companies.

Only the holders of Common Stock and Preferred Stock of the Companies of
record at the close of business on December 12, 1994, are entitled to
notice of and to vote at the Special Meetings or at any adjournments or
postponements thereof.

EACH SHAREHOLDER IS URGED TO COMPLETE AND RETURN PROMPTLY THE
ACCOMPANYING PROXY CARDS WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE SPECIAL
MEETINGS. The prompt return of your signed proxy cards will help assure a
quorum and aid the Companies in reducing the expense of an additional proxy
solicitation. The giving of such proxy cards does not affect your right to
vote in person in the event you attend the Special Meetings.

By Order of the Boards of Directors

Secretary

Memphis, Tennessee
December 12, 1994

SHAREHOLDERS OF THE COMPANIES SHOULD NOT SEND IN THEIR STOCK CERTIFICATES
UNTIL THEY RECEIVE THE LETTER OF TRANSMITTAL FORM AND INSTRUCTIONS FOR
SUBMITTING SUCH CERTIFICATES.

THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS DESCRIBES THE RIGHTS OF
SHAREHOLDERS OF THE COMPANIES TO DISSENT FROM THE MERGERS UNDER APPLICABLE LAW
AND THE PROCEDURES WHICH MUST BE FOLLOWED BY SHAREHOLDERS OF THE COMPANIES IN
ORDER TO PERFECT SUCH RIGHTS (AND INCLUDES COPIES OF THE APPLICABLE LAW).

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B-M HOMES, INC.
MACON HOMES, INC.
MARBEL HOMES, INC.
MARGOLIN BROS. APPLIANCE CO.
MARGOLIN BROS. REALTY CO.
NATIONAL BUILDERS, INC.
ARKANSAS HOME LOAN COMPANY
NATIONAL HOME LOAN COMPANY, INC.
NATIONAL HOME LOAN COMPANY OF MISSISSIPPI, INC.
JOINT PROXY STATEMENT

FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 29, 1995
----------------------

BOATMEN'S BANCSHARES, INC.
PROSPECTUS

This Joint Proxy Statement/Prospectus ("Joint Proxy Statement/
Prospectus") is being furnished to shareholders of (i) B-M Homes, Inc., a
Tennessee corporation ("B-M Homes"); (ii) Macon Homes, Inc., a Tennessee
corporation ("Macon"); (iii) Marbel Homes, Inc., a Tennessee corporation
("Marbel"); (iv) Margolin Bros. Appliance Co., a Tennessee corporation
("Margolin Appliance"); (v) Margolin Bros. Realty Co., a Tennessee
corporation ("Margolin Realty"); (vi) National Builders, Inc., a Tennessee
corporation ("National Builders") (the foregoing corporations are
sometimes individually referred to herein as a "National Mortgage Parent"
and collectively as the "National Mortgage Parents"); (vii) Arkansas Home
Loan Company, an Arkansas corporation ("Arkansas Home"); (viii) National
Home Loan Company, Inc., a Tennessee corporation ("National Home"); and
(ix) National Home Loan Company of Mississippi, Inc., a Mississippi
corporation ("National Home Mississippi") (Arkansas Home, National Home
and National Home Mississippi are sometimes individually referred to
herein as a "Home Loan Company" and collectively as the "Home Loan
Companies;" the National Mortgage Parents and the Home Loan Companies are
sometimes individually referred to herein as a "Company" and collectively
as the "Companies"), in connection with the solicitation of proxies by the
Board of Directors of each Company for use at a Special Meeting of
Shareholders of each Company (individually, a "Special Meeting;"
collectively, the "Special Meetings") to be held at 3:00 p.m. on
January 29, 1995, at the Adam's Mark Hotel, 939 Ridge Lake Blvd.,
Memphis, Tennessee and any adjournments or postponements thereof.

At the Special Meetings, shareholders of the Companies will consider
and vote upon the Merger Agreement, dated July 7, 1994 (the "Merger
Agreement"), among the Companies, National Service Company, a Tennessee
corporation ("National Service"), Boatmen's Bancshares, Inc., a
Missouri corporation ("Boatmen's"), and BBI One, Inc., a Tennessee
corporation ("BBI One"), BBI Two, Inc., a Tennessee corporation ("BBI
Two"), BBI Three, Inc., a Tennessee corporation ("BBI Three"), BBI
Four, Inc., a Tennessee corporation ("BBI Four"), BBI Five, Inc., a
Tennessee corporation ("BBI Five"), BBI Six, Inc., a Tennessee corporation
("BBI Six"), BBI Seven, Inc., an Arkansas corporation ("BBI Seven"), BBI
Eight, Inc., a Tennessee corporation ("BBI Eight"), and BBI Nine, Inc., a
Mississippi corporation ("BBI Nine;" BBI One through BBI Nine, which are
wholly-owned subsidiaries of Boatmen's, are sometimes individually
referred to herein as an "Acquisition Sub" and collectively as the
"Acquisition Subs"). For a description of the Merger Agreement, which is
included herein in its entirety as Appendix A, see "THE MERGERS."

The Merger Agreement provides for, among other things, Boatmen's
acquisition of the Companies by means of the merger of each of the nine
Acquisition Subs with and into one of the nine Companies

Continued on Next Page

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(which mergers are sometimes individually referred to herein as a "Merger"
and collectively as the "Mergers"). Upon consummation of the Mergers,
all of the issued and outstanding shares of common stock and preferred stock of
each of the National Mortgage Parents and all of the issued and
outstanding shares of common stock of each of the Home Loan Companies
(other than shares any holders of which have duly exercised and perfected
their dissenters' rights) will be cancelled and converted into the right
to receive shares of common stock, par value $1.00 per share, of Boatmen's
("Boatmen's Common"), together with the Boatmen's Rights (as defined
herein) attached thereto, in accordance with the conversion formula for
each Company set forth in the Merger Agreement and described herein, and
cash in lieu of fractional shares.

A portion of the shares of Boatmen's Common into which the shares of
common stock of each of the National Mortgage Parents will be converted
under the Merger Agreement will be placed in escrow and held and
distributed pursuant to the terms and provisions of an Escrow Agreement
(the "Escrow Agreement") among the Companies, Boatmen's and the escrow agent
to be named therein (the "Escrow Agent"). The escrow provides a reserve for
the satisfaction and payment of certain Claims (as defined therein). For a
description of the Escrow Agreement, which is included herein in its
entirety as Appendix B, see "THE ESCROW AGREEMENT."

This Joint Prospectus/Proxy Statement also constitutes a prospectus
of Boatmen's with respect to up to 5,000,000 shares of Boatmen's Common to
be issued in the Mergers to the holders of common stock and preferred
stock of the Companies.

The outstanding shares of Boatmen's Common are, and the shares of
Boatmen's Common to be issued in the Mergers will be, included for
quotation on the Nasdaq Stock Market's National Market ("Nasdaq"). The
last reported sale price of Boatmen's Common on Nasdaq on December 8,
1994, was $26.625.

This Joint Proxy Statement/Prospectus and the accompanying form of
proxy are first being mailed to shareholders of the Companies on or about
December 12, 1994.

THE SHARES OF BOATMEN'S COMMON ISSUABLE IN THE MERGERS
HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS JOINT PROXY STATEMENT/PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-----------------------------------

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

THE DATE OF THIS JOINT PROXY STATEMENT/PROSPECTUS IS DECEMBER 12, 1994

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

AVAILABLE INFORMATION

Boatmen's is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "SEC"). The reports,
proxy statements and other information can be inspected and copied at the
public reference facilities of the SEC, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the SEC located at
Seven World Trade Center, 13th Floor, New York, New York 10048, and Suite
1400, Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661,
and copies of such materials can be obtained from the public reference
section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, reports, proxy statements and other
information concerning Boatmen's may be inspected at the offices of the
National Association of Securities Dealers, Inc., 1735 K Street, N.W.,
Washington, D.C. 20006.

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

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the SEC by Boatmen's (File
No. 1-3750) and Worthen Banking Corporation ("Worthen") (File No. 1-8525)
(see "THE PARTIES -- Boatmen's -- Pending Acquisitions") pursuant to the
Exchange Act are incorporated by reference in this Joint Proxy Statement/
Prospectus:

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

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

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

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

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

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

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

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

THIS JOINT PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS RELATING
TO BOATMEN'S AND WORTHEN BY REFERENCE WHICH ARE NOT PRESENTED HEREIN OR
DELIVERED HEREWITH. THESE DOCUMENTS (OTHER THAN EXHIBITS TO SUCH
DOCUMENTS WHICH ARE NOT SPECIFICALLY INCORPORATED BY REFERENCE THEREIN)
ARE AVAILABLE, WITHOUT CHARGE, TO ANY PERSON, INCLUDING ANY BENEFICIAL
OWNER, TO WHOM THIS JOINT PROXY STATEMENT/PROSPECTUS IS DELIVERED, UPON
WRITTEN OR ORAL REQUEST TO KEVIN R. STITT, DIRECTOR OF INVESTOR RELATIONS,
BOATMEN'S BANCSHARES, INC., ONE BOATMEN'S PLAZA, 800 MARKET STREET,
ST. LOUIS, MISSOURI 63101 (TELEPHONE NUMBER (314) 466-7662). IN ORDER TO
ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY
JANUARY 23, 1995.

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TABLE OF CONTENTS

PAGE
----

AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i

SUMMARY INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Parties to Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Boatmen's. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Acquisition Subs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Companies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Date, Time and Place of Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Matters to be Considered at Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Record Date for Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Holders of Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Vote Required to Approve Merger Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Revocation of Proxies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Recommendation of Boards of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Opinion of Companies' Financial Advisor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Terms of Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Effects of Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
National Mortgage Parent Merger Consideration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Home Loan Companies Merger Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Conditions to Mergers; Regulatory Approvals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Conduct of Business Pending Mergers; Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Termination or Abandonment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Termination Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Releases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Indemnified Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Limitation on Indemnification Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Stockholders Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Value of Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Management and Operations After Mergers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Dissenters' Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Effective Time of Mergers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Interests of Certain Persons in Mergers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Federal Income Tax Consequences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Comparison of Shareholder Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

COMPARATIVE STOCK PRICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

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PAGE
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BOATMEN'S/NATIONAL MORTGAGE PARENTS SELECTED COMPARATIVE
PER SHARE/PERCENTAGE OF OWNERSHIP INTEREST DATA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

BOATMEN'S/HOME LOAN COMPANIES SELECTED COMPARATIVE
PER SHARE/PERCENTAGE OF OWNERSHIP INTEREST DATA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

SELECTED FINANCIAL DATA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

THE PARTIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Boatmen's. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Pending Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Acquisition Subs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
National Mortgage Parents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Home Loan Companies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
National Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

THE SPECIAL MEETINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Date, Time and Place of Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Matters to be Considered at Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Record Date for Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Votes Required to Approve Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Voting and Revocation of Proxies for Special Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Solicitation of Proxies for Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Expenses for Preparation of Joint Proxy Statement/Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Mailing Date of Joint Proxy Statement/Prospectus . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

THE MERGERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Background . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Companies' Reasons for Mergers; Recommendations of Companies'
Boards of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Boatmen's Reasons for Mergers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Opinion of Companies' Financial Advisor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Form and Effect of Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Closing; Effective Time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
National Mortgage Parents Merger Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Definition of Merger Consideration Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
NA Common Merger Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
NA Preferred Merger Consideration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Home Loan Companies Merger Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Allocation of HLC Merger Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Fractional Share Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Preferred Fractional Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Common Fractional Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Adjustment of Boatmen's Common . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

iv
10

PAGE
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Conversion of Shares; Exchange of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Conversion of National Mortgage Parents Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Conversion of Home Loan Companies Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Exchange of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Conduct of Business Pending Mergers; Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Conditions to Consummation of Mergers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Conditions to Each Parties' Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Additional Conditions to Boatmen's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Additional Conditions to Companies' Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Regulatory Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Termination or Abandonment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Termination Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Shareholder Approval Denial. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Occurrence of Triggering Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Superior Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Dissenters' Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Representations and Warranties of Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Companies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
National Mortgage and Home Loan Companies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Boatmen's. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
National Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Waiver and Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Expenses and Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Federal Income Tax Consequences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Certain Other Agreements of Companies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Business in Ordinary Course. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Environmental Inspections. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Disposition of Unrelated Assets and Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Acquisition of Partnership Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Releases and Indemnification Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Permits of State and Other Agencies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Bylaw Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Certain Other Agreements of Boatmen's. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Agreements of National Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
No Solicitation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Interests of Certain Persons in Mergers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Insurance; Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Employee Benefits and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Employment Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
New Lease. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Split Dollar Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Ownership of Home Loan Companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

Interests of Boatmen's Management and Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

v
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PAGE
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Effect on Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Management and Operations After Mergers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Resale of Boatmen's Common . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69

THE ESCROW AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Escrow of Portion of NA Common Merger Consideration. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Purpose of Escrow; Definition of Claims. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Payment of Dividends; Voting of Escrow Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Shareholders' Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
Reimbursement for Claims; Dispute Resolution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Distribution of Escrow Shares Upon Termination; Pending Claims
Reserve. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72

THE RELEASES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73

THE INDEMNIFICATION AGREEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Indemnified Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Limitation on Indemnification Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Notice of and Response to Claims; Indemnitors' Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

THE STOCKHOLDERS AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75

PRO FORMA FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

DESCRIPTION OF BOATMEN'S CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
Boatmen's Common . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
Dividend Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
Classification of Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
Preemptive Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
Liquidation Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
Assessment and Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
Boatmen's Series B Preferred Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
Dividend Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
Liquidation Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
Superior Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89

COMPARISON OF SHAREHOLDER RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
Shareholder Vote Required for Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
Business Combinations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
Removal of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
Removal of Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
Amendments to Articles of Incorporation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94

vi
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PAGE
----

Special Meetings of Shareholders; Shareholder Action by Written
Consent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
Notice of Shareholder Nominations of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
Shareholder Proposal Procedures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98
Shareholder Rights Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99
Dissenters' Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 102
Takeover Statutes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103
Liability of Directors; Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106
Consideration of Non-Shareholder Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
Restrictions on Transfer of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112

INFORMATION ABOUT THE COMPANIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
Business of Companies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
National Mortgage Parents and Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
National Mortgage. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
Home Loan Companies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 118
Management's Discussion and Analysis of Financial Condition and
Results of Operations of National Mortgage Parents and National Mortgage . . . . . . . . . . . . . . . . 119
Management's Discussion and Analysis of Financial Condition and
Results of Operations of
Home Loan Companies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126
Security Ownership of Certain Beneficial Owners and Management of
Companies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129
National Mortgage Parents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 129
Home Loan Companies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130

LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131
Independent Auditors for Boatmen's . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 131
Independent Auditors for National Mortgage Parents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132
Presence at Special Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132

SHAREHOLDER PROPOSALS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 132

FINANCIAL STATEMENTS OF COMPANIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

vii
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----

APPENDICES

A -- Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Form of Bylaws (Exhibit 1.02). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-Ex-1.02-1
Form of Release (Exhibit 8.05(a)). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-Ex-8.05(a)-1
Form of Indemnification Agreement (Exhibit 8.05(b)). . . . . . . . . . . . . . . . . . . . . .A-Ex-8.05(b)-1

B -- Escrow Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
C -- Opinion of Donaldson, Lufkin & Jenrette. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
D -- Stockholders Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1
E -- Equipment Transfer Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1
F -- Excerpts of Tennessee Corporate Law (Dissenters' Rights) . . . . . . . . . . . . . . . . . . . . . . . . F-1
G -- Excerpts of Arkansas Corporate Law (Dissenters' Rights). . . . . . . . . . . . . . . . . . . . . . . . . G-1
H -- Excerpts of Mississippi Corporate Law (Dissenters' Rights) . . . . . . . . . . . . . . . . . . . . . . . H-1

I -- Asset/Liability Transfer Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-1

viii

SUMMARY INFORMATION

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

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

PARTIES TO MERGERS

BOATMEN'S

Boatmen's is a multi-bank holding company headquartered in St. Louis,
Missouri. At September 30, 1994, Boatmen's had consolidated assets of
approximately $28.3 billion and shareholders' equity of $2.2 billion,
making it the largest bank holding company in Missouri and among the 30
largest in the United States. Boatmen's 45 subsidiary banks, including a
federal savings bank, operate from over 400 locations in Missouri,
Arkansas, Illinois, Iowa, Kansas, New Mexico, Oklahoma, Tennessee and
Texas. Boatmen's also ranks among the 16 largest providers of trust
services in the nation, with approximately $35.5 billion in assets under
management at September 30, 1994. Boatmen's other principal businesses include
a mortgage banking company, a credit life insurance company, a credit card
company and an insurance agency. For information regarding the impact of the
increasing interest rate environment on Boatmen's off-balance sheet financial
instruments, see "PRO FORMA FINANCIAL DATA." On August 18, 1994, Boatmen's
entered into an Agreement and Plan of Merger to acquire the second largest
banking organization in Arkansas. See "THE PARTIES -- Boatmen's."

The principal executive offices of Boatmen's are at One Boatmen's
Plaza, 800 Market Street, St. Louis, Missouri 63101 (telephone number
(314) 466-6000).

ACQUISITION SUBS

The Acquisition Subs are wholly-owned subsidiaries of Boatmen's which
were recently formed for the sole purpose of facilitating the Mergers.
See "THE PARTIES -- Acquisition Subs."

The principal executive offices of the Acquisition Subs are at One
Boatmen's Plaza, 800 Market Street, St. Louis, Missouri 63101 (telephone
number (314) 466-6000).

COMPANIES

The National Mortgage Parents, directly or through wholly-owned
subsidiaries, own all of the outstanding common stock of National Mortgage
Company, a Tennessee corporation ("National Mortgage" or "NMC"). National
Mortgage is engaged in the mortgage banking business, including the
origination, purchase, warehousing, sale and servicing of residential
first mortgage loans secured by owner-occupied, one-to-four family
residences, as well as the acquisition of servicing rights associated with
such mortgage loans. At October 31, 1994, National Mortgage had a mortgage
servicing portfolio of approximately

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$13.9 billion. See "INFORMATION ABOUT THE COMPANIES." The Home Loan
Companies are engaged principally in making residential second mortgage
loans and nonconforming first mortgage loans. At September 30, 1994, the
Home Loan Companies had total assets of $4.2 million. See "INFORMATION
ABOUT THE COMPANIES."

The terms "Corporation" or "Corporations" mean and include any one or
all of the Companies, National Mortgage and their direct and indirect
subsidiaries. See "THE PARTIES -- National Mortgage Parents," "-- Home
Loan Companies" and "INFORMATION ABOUT THE COMPANIES."

The principal executive offices of the Companies are at 4041 Knight
Arnold Road, Memphis, Tennessee 38118 (telephone number (901) 362-1171).

SPECIAL MEETINGS

DATE, TIME AND PLACE OF SPECIAL MEETINGS

The Special Meetings for each of the nine Companies will be held
at the Adam's Mark Hotel, 939 Ridge Lake Blvd., Memphis, Tennessee at
3:00 p.m. on January 29, 1995.

MATTERS TO BE CONSIDERED AT SPECIAL MEETINGS

At the Special Meetings, shareholders of the respective Companies will
consider and vote upon approving the Merger Agreement providing for, among
other things, Boatmen's acquisition of such Companies by means of separate
Mergers of one of the nine Acquisition Subs with each such Company. In
addition, shareholders of the Companies may be asked to vote on a proposal
to adjourn or postpone the Special Meetings which adjournment or postponement
could be used for the purpose, among others, of allowing time for the
solicitation of additional votes to approve the Merger Agreement.

RECORD DATE FOR SPECIAL MEETINGS

The record date for the Special Meetings is December 12, 1994.

HOLDERS OF STOCK

National Mortgage Parents

The issued and outstanding shares of common stock of the six National
Mortgage Parents is owned by the same 47 shareholders in essentially the
same proportion for each National Mortgage Parent. Because, however, each
of the six National Mortgage Parents has a different total number of
shares of common stock outstanding, the 47 shareholders do not own the same
number of shares of common stock of each National Mortgage Parent.

The issued and outstanding shares of preferred stock, par value
$.0001, of the six National Mortgage Parents is owned by the same 27
shareholders in essentially the same proportion for each National Mortgage
Parent. Because, however, each of the six National Mortgage Parents has
a different total number of shares of preferred stock, par value $.0001,
outstanding, the 27 shareholders, who are a subset of the 47 common
shareholders of the National Mortgage Parents, do not own the same number
of shares of preferred stock of each National Mortgage Parent. The issued
and outstanding shares of preferred stock, no par value, of Macon is owned
by 25 shareholders who are a subset of the 47 common shareholders of the
National Mortgage Parents.

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As of the record date, executive officers and directors of the National
Mortgage Parents and their affiliates owned beneficially 36.76% of the
common stock of each of the six National Mortgage Parents and have
indicated that they intend to vote their shares of common stock in favor
of the Merger Agreement. As of the record date, executive officers and
directors of the National Mortgage Parents and their affiliates did
not own beneficially any shares of preferred stock of any of the
National Mortgage Parents. See "INFORMATION ABOUT THE COMPANIES
- -- Security Ownership of Certain Beneficial Owners and Management of
Companies -- National Mortgage Parents."

Home Loan Companies

The issued and outstanding common stock of each of the three Home Loan
Companies is owned equally by the same five shareholders (i.e., each of
the five shareholders owns 20% of each Home Loan Company). These five
individuals (who are a subset of the 47 common shareholders of the
National Mortgage Parents) are also officers and the directors of the Home
Loan Companies. Because, however, each of the three Home Loan Companies
has a different total number of shares of common stock outstanding, the
five shareholders do not own the same number of shares of common stock of
each Home Loan Company. Each of the five shareholders has indicated that
he intends to vote his shares in favor of the Merger Agreement. See
"INFORMATION ABOUT THE COMPANIES -- Security Ownership of Certain
Beneficial Owners and Management of Companies -- Home Loan Companies."

Boatmen's

As of the record date, neither Boatmen's nor directors and officers of
Boatmen's and its affiliates owned any shares of stock in any of the
Companies.

VOTE REQUIRED TO APPROVE MERGER AGREEMENT

Pursuant to the Merger Agreement, the affirmative vote of 75% of the
outstanding shares of common stock and preferred stock of each National
Mortgage Parent (each voting as separate classes) and 75% of the
outstanding shares of common stock of each Home Loan Company is required
to approve the Merger Agreement. AS A RESULT, ABSTENTIONS FROM VOTING
WILL HAVE THE SAME EFFECT AS VOTES AGAINST THE MERGERS. Each share of
common stock and preferred stock of a Company is entitled to one vote.

If the shareholders of any one or more Companies fail to approve the
Merger Agreement, Boatmen's can, and has indicated that it would,
terminate the Merger Agreement. See "THE MERGERS -- Termination or
Abandonment."

REVOCATION OF PROXIES

Any proxy given pursuant to this solicitation may be revoked by the
grantor at any time prior to the voting thereof on the Merger Agreement by
filing with the Secretary of the applicable Company a written revocation or
a duly executed proxy bearing a later date. A holder of stock of a Company
may withdraw his or her proxy at the Special Meeting at any time before it
is exercised by electing to vote in person; however, attendance at the
Special Meeting will not in and of itself constitute a revocation of the proxy.

RECOMMENDATION OF BOARDS OF DIRECTORS

The Boards of Directors of the Companies believe the Mergers are in
the best interests of the Companies and their shareholders and have
approved and declared advisable the Mergers. The Boards of Directors of
the Companies recommend that the shareholders of the Companies approve the
Mergers. The

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Boards of Directors' recommendation is based upon a number of factors
discussed in this Joint Proxy Statement/Prospectus. See "THE MERGERS --
The Companies' Reasons For Mergers; Recommendations of Boards of
Directors."

OPINION OF COMPANIES' FINANCIAL ADVISOR

Donaldson, Lufkin & Jenrette Securities Corporation ("Donaldson,
Lufkin & Jenrette") has rendered an opinion to the Boards of Directors of
the Companies to the effect that, as of the date of this Joint Proxy
Statement/Prospectus, the consideration to be received by the shareholders
of the Companies pursuant to the Mergers is fair from a financial point of
view to such shareholders. A copy of the opinion of Donaldson, Lufkin &
Jenrette, dated the date of this Joint Proxy Statement/Prospectus, setting
forth the assumptions made, the matters considered and limitations on
the review undertaken in rendering such opinion, is attached to this
Joint Proxy Statement/Prospectus as Appendix C and should be read
carefully in its entirety. See "THE MERGERS -- Opinion of Companies'
Financial Advisor."

TERMS OF MERGERS

EFFECTS OF MERGERS

Upon consummation of the nine Mergers, each of the nine Companies will
become wholly-owned subsidiaries of Boatmen's and all of the issued and
outstanding stock of each Company (other than shares any holders of which
have duly exercised and perfected their dissenters' rights) will be
cancelled and converted into the right to receive a certain number of
shares of Boatmen's Common as described herein and cash in lieu of
fractional shares.

NATIONAL MORTGAGE PARENT MERGER CONSIDERATION

Common Stock

The issued and outstanding common stock of the six National Mortgage
Parents (other than shares any holders of which have duly exercised and
perfected their dissenters' rights) will be cancelled and converted into
the right to receive an aggregate number of shares of Boatmen's Common as
equals the difference between the Gross NA Common Consideration (as
defined below) and the aggregate of the Applicable NA Adjustments (as
defined below) for the six National Mortgage Parents (the "NA Common
Merger Consideration"). See "THE MERGERS -- National Mortgage Parents
Merger Consideration -- Definition of Merger Consideration Terms."

The Gross NA Common Consideration is allocated, as provided in the
Merger Agreement, among the six National Mortgage Parents in accordance
with the percentage formulas set forth in the Merger Agreement and
described herein. See "THE MERGERS -- National Mortgage Parents Merger
Consideration -- NA Common Merger Considerations -- Allocation of NA Common
Merger Consideration." The portion of the Gross NA Common Consideration
allocated to each National Mortgage Parent under the Merger Agreement was
determined by the parties based on a variety of factors, including
principally, each National Mortgage Parent's ownership interest in National
Mortgage. The per share amount of NA Common Merger Consideration to be
received for each share of common stock of each National Mortgage

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18

Parent in the Mergers is determined by dividing the difference between the
portion of the Gross NA Common Consideration allocated to such National
Mortgage Parent and the Applicable NA Adjustment for such National Mortgage
Parent by the number of shares of common stock outstanding for such National
Mortgage Parent. Boatmen's will deliver cash in lieu of issuing fractional
shares in the Mergers. See "THE MERGERS -- Fractional Share Treatment."

As described herein, the amount of the NA Common Merger Consideration
will be determined, as of the closing of the Mergers (the "Closing"),
based upon, among other things, certain figures which are not available as
of the date of this Joint Proxy Statement/Prospectus. For example, the
amount of the Gross NA Common Consideration will be determined based upon
the difference between 4,999,943 and the Base HLC Consideration (as
defined below), which is determined based upon the average of the daily
closing prices of a share of Boatmen's Common (the "Boatmen's Closing
Price"), as reported on Nasdaq, during the period of five trading days
ending at the end of the fifth trading day immediately preceding the date
of the Closing (the "Closing Date")), and the Applicable NA Adjustment
will be determined based upon, among other things, the amount of accounts/
notes payable or accounts/notes receivable, as the case may be, of the six
National Mortgage Parents and their subsidiaries due to or from, as the
case may be, National Service as of the close of business on the
business day immediately preceding the Closing. See "THE MERGERS --
National Mortgage Parents Merger Consideration -- Definition of Merger
Consideration Terms."

As each shareholder of the National Mortgage Parents owns approximately
the same percentage interest of each of the six National Mortgage Parents
(but owns a different number of shares of common stock in each) and since
Boatmen's can, and has indicated that it would, terminate the Merger
Agreement if each Merger is not approved by the shareholders of the
respective Company involved in the Merger, separate per share exchange
ratios for each of the six National Mortgage Parents are not necessary or
meaningful. Therefore, the "BOATMEN'S/NATIONAL MORTGAGE PARENTS SELECTED
COMPARATIVE PER SHARE/ PERCENTAGE OF OWNERSHIP INTEREST DATA" set forth
herein presents financial data on a "per percentage of ownership interest"
basis for all six National Mortgage Parents.

Escrow of Portion of NA Common Merger Consideration

A portion of the shares of Boatmen's Common constituting the NA Common
Merger Consideration (the "Escrow Shares") as equals either (i) 5%, if no
holder of any preferred stock of any National Mortgage Parent dissents
from the Merger Agreement and the Merger of any National Mortgage Parent
and demands payment of fair value of his or her preferred shares under the
Tennessee Business Corporation Act (the "Tennessee Corporate Law"), or
(ii) 7f any such holder(s) do so dissent, of, in either case, the sum
of the NA Common Merger Consideration, the NA Preferred Merger
Consideration (as defined below) and the HLC Merger Consideration (as
defined below; collectively, the "Total Consideration") will be
distributed by Boatmen's to the Escrow Agent to be held and distributed by
the Escrow Agent as provided in the Merger Agreement and the Escrow
Agreement described therein and summarized herein. The purpose of the
Escrow Agreement is to provide a reserve from the NA Common Merger
Consideration for the satisfaction and payment of Claims. See "THE ESCROW
AGREEMENT."

The term "Claim" means, on an after tax basis, any losses, damages,
liabilities, obligations, settlements, payments, costs and expenses
incurred by Boatmen's or any Corporation arising out of, resulting from,
or in connection with: (a) tax obligations or liabilities of or tax claims
(including but not limited to income, sales, use, transfer, stamp or
excise taxes) against National Mortgage and its subsidiaries for periods
prior to the Closing Date (other than tax obligations or liabilities of or
tax claims against National Mortgage and its subsidiaries (x) set forth in
the National Mortgage Financial Statements (as defined below; see "THE
MERGERS -- Representations and Warranties of Parties -- Companies"), or
(y) arising with respect to the normal, ongoing operations of National
Mortgage and its subsidiaries, in the ordinary course of business,

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19

after January 31, 1994), to the extent that such obligations, liabilities or
claims together with the amounts described in clause (i) of this paragraph
below which relate to the foregoing, exceed, in the aggregate, $100,000;
(b) environmental contamination or hazardous or toxic wastes existing on
or before the Closing Date on or with respect to any property presently or
previously owned, leased or operated by National Mortgage or any of its
subsidiaries where clean-up, remediation or other corrective actions or
measures are required (x) under applicable law or regulation or by order
or directive of any governmental agency, or (y) as recommended or
suggested by an environmental expert retained by Boatmen's and reasonably
acceptable to the Shareholders' Committee (as defined below; see "THE
ESCROW AGREEMENT -- Shareholders' Committee"); (c) any Corporation (other
than National Mortgage and its subsidiary) prior to the Closing or
National Service at any time (including without limitation the types of
Claims described in clauses (a) and (b) above), except to the extent of
(x) the liabilities set forth on Schedule A to the Asset/Liability Transfer
Agreement (as defined below; see "THE MERGERS -- Certain Other Agreements of
Companies -- Disposition of Unrelated Assets and Liabilities"), or (y)
indemnification liabilities to the extent provided by Section 9.04 of the
Merger Agreement (which relates generally to directors and officers
liability insurance and indemnification) which relate to the mortgage
banking business of National Mortgage (see "THE MERGERS -- Interests of
Certain Persons in Mergers -- Insurance; Indemnification"); (d) the
inaccuracy, falsity or breach of any of the representations and warranties
made in (w) the third sentence of Section 5.01(b), 5.02(b), 5.03(b), 5.04(b),
5.05(b), 5.06(b), 5.07(b), 5.08(b), 5.09(b) or the second sentence of
Section 6.01(b) of the Merger Agreement (which are, among other things,
representations as to the accuracy of the shareholder lists for each of the
Companies included in the Merger Agreement and the representation in the
Merger Agreement as to the ownership of the capital stock of National
Mortgage), or (x) Sections 5.01(c), 5.02(c), 5.03(c), 5.04(c), 5.05(c),
5.06(c), 5.07(c), 5.08(c), 5.09(c) or 6.01(c) of the Merger Agreement (which
are, among other things, representations as to the total number of issued and
outstanding shares of each Company and National Mortgage), or (y) the second
or third sentence of Section 5.01(d), 5.02(d), 5.03(d), 5.04(d), 5.05(d),
5.06(d), 5.07(d), 5.08(d), 5.09(d) or 6.02 of the Merger Agreement (which
are, among other things, representations as to the total number of issued and
outstanding shares of the direct and indirect subsidiaries of each Company
and National Mortgage and the ownership thereof by the Companies and National
Mortgage, as the case may be), or (z) Article Twelve of the Merger Agreement
(which includes representations as to National Service); (e) the exercise of
dissenters' rights under Tennessee Corporate Law by any holder of preferred
stock of any National Mortgage Parent to the extent that such dissenter
receives for his or her preferred stock an amount greater than the
Transaction Value thereof (for this purpose, the term "Transaction Value"
means the product of $32.00 and the number of shares or fraction of a
share of Boatmen's Common into which such preferred stock would have
been converted pursuant to the Merger Agreement had such holder not
exercised dissenters' rights); (f) any matter which would have been
released and discharged by a Release (as defined below; see "THE
MERGERS -- Certain Other Agreements of Companies -- Releases and
Indemnification Agreement") executed by an NMC Affiliate (which is defined
below to include each shareholder of each Company; see "THE MERGERS --
Representations and Warranties of Parties -- Companies") who fails to do
so; (g) the matters relating to or connected with or involved in Deposit
-------
Guaranty National Bank, Jackson, Mississippi v. National Mortgage Company
- -------------------------------------------------------------------------
v. National Mortgage Company (Case No. 02A01-9302-CH-00036, pending in the
- ----------------------------
Court of Appeals of Tennessee, Western Section at Jackson); Deposit
-------
Guaranty National Bank, Jackson, Mississippi v. National Mortgage Company
- -------------------------------------------------------------------------
(Case No. 101598-2, Chancery Court, Shelby County, Tennessee); Deposit
-------
Guaranty National Bank, Jackson, Mississippi v. Barbara Crenshaw (Case
- ----------------------------------------------------------------
No. 101745-1, Chancery Court, Shelby County, Tennessee); and Federal
-------
Savings Bank of West Memphis, Arkansas v. Morris Whitman and National
- ---------------------------------------------------------------------
Mortgage Company (Case No. 101488-1, pending in the Chancery Court of
- ----------------
Shelby County, Tennessee for the Thirtieth Judicial District at Memphis)
or any other Claims arising out of, related to, connected with or
involving the activities or conduct, or debts, obligations or liabilities,
of Morris Whitman, to the extent that such Claims, together with the
amounts described in clause (i) of this paragraph below which relate to
the foregoing, exceed, in the aggregate, $150,000 after July 7, 1994;
(h) the Guaranty Agreement (as defined below; see "THE MERGERS --
Representations and Warranties of Parties -- National Service"); and
(i) all costs, fees and expenses incidental to any of the foregoing,
including without limitation

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reasonable attorneys', accountants', consultants' and experts' fees, court
costs, deposition expenses, appeal bonds and other expenses incidental to
litigation.

During the period that the Escrow Shares are held in escrow, all cash
dividends which may be paid on the Escrow Shares from time to time will be
paid out to the common shareholders of the National Mortgage Parents who
did not demand payment of the fair value of their shares of the National
Mortgage Parents under the Tennessee Corporate Law on account of the Mergers
involving the National Mortgage Parents (the "Non-Dissenting Shareholders")
in accordance with their respective pro rata ownership interests in the
common stock of the National Mortgage Parents as set forth on Schedule A
to the Escrow Agreement (the "Shareholder Percentage Interests"). The
Non-Dissenting Shareholders will also be entitled, during the period in
which the Escrow Shares are held by the Escrow Agent pursuant to the
Escrow Agreement, to exercise all voting rights attendant to the Escrow
Shares in accordance with the Shareholder Percentage Interests. The Non-
Dissenting Shareholders will be represented by a Shareholders' Committee
comprised of four shareholders of the National Mortgage Parents.

The Escrow Agreement provides that, except for any shares in the
Pending Claims Reserve (as defined below; see "THE ESCROW AGREEMENT --
Distribution of Escrow Shares Upon Termination; Pending Claims Reserve"),
the Escrow Agreement will terminate and the remaining amount of the Escrow
Shares will be distributed on the first anniversary of the Closing (the
"Stated Termination Date"). On the Stated Termination Date and again
following each date upon which the Pending Claims Reserve may be re-
estimated as provided in the Escrow Agreement and described herein, the
Escrow Agent will distribute to the Non-Dissenting Shareholders, in
accordance with the Shareholder Percentage Interests, an aggregate number
of Escrow Shares equal to the difference between A and B, where A equals
the then remaining balance of the Escrow Shares, if any, and where B
equals the quotient of (x) divided by (y), where (x) equals the dollar
amount of the then Pending Claims Reserve, and where (y) equals the
Boatmen's Closing Date Price.

Preferred Stock

Each share of preferred stock, par value $.0001, of each of the six
National Mortgage Parents issued and outstanding immediately prior to the
Closing (other than shares any holders of which have duly exercised and
perfected their dissenters' rights) will be cancelled and converted into
the right to receive .0001 of a share of Boatmen's Common, subject to the
provisions of the Merger Agreement concerning the treatment of fractional
shares (collectively, the "NA Class A Preferred Merger Consideration"),
and each share of class B preferred stock, no par value, of Macon issued
and outstanding immediately prior to the Closing (other than shares any
holders of which have duly exercised and perfected their dissenters'
rights) will be cancelled and converted into the right to receive .000165
of a share of Boatmen's Common, subject to the provisions of the Merger
Agreement concerning the treatment of fractional shares (collectively, the
"Macon Class B Preferred Merger Consideration;" together with the NA Class
A Preferred Merger Consideration, the "NA Preferred Merger
Consideration"). See "THE MERGERS -- National Mortgage Parents Merger
Consideration -- NA Preferred Merger Consideration" and "-- Fractional
Share Treatment."

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HOME LOAN COMPANIES MERGER CONSIDERATION

The issued and outstanding common stock of the three Home Loan
Companies (other than shares any holders of which have duly exercised and
perfected their dissenters' rights) will be cancelled and converted into
the right to receive an aggregate number of shares of Boatmen's Common as
equals the sum of the Base HLC Consideration and the aggregate HLC
Adjustments (as defined below) for the three Home Loan Companies (the "HLC
Merger Consideration"). See "THE MERGERS -- National Affiliates Merger
Consideration -- Definition of Merger Consideration Terms" and "-- Home Loan
Companies Merger Consideration."

The Base HLC Consideration is allocated, as provided in the
Merger Agreement, among the three Home Loan Companies in accordance with
the percentage formulas set forth in the Merger Agreement and described
herein. See "THE MERGERS -- Home Loan Companies Merger Consideration --
Allocation of HLC Merger Consideration." The portion of the HLC Merger
Consideration allocated to each Home Loan Company under the Merger
Agreement was determined by the parties based on a variety of factors,
including principally, the relative size and financial condition of each
Home Loan Company. The per share amount of HLC Merger Consideration to be
received for each share of common stock of each Home Loan Company in the
Mergers is determined by dividing the sum of the portion of the Base HLC
Consideration allocated to such Home Loan Company and the HLC Adjustment
for such Home Loan Company by the number of shares of common stock
outstanding for such Home Loan Company. Boatmen's will deliver cash in lieu
of fractional shares in the Mergers. See "THE MERGERS -- Fractional Share
Treatment."

As described herein, the amount of the HLC Merger Consideration will
be determined, as of the Closing, based upon, among other things, certain
figures which are not available as of the date of this Joint Proxy
Statement/Prospectus. For example, the amount of the Base HLC
Consideration will be determined based upon the Boatmen's Closing Price
(which is not determinable until the end of the fifth trading day
immediately preceding the date of Closing), and the aggregate HLC
Adjustments will be determined based upon the aggregate amount (the "Cash
Balance"), as of Closing, of each Home Loan Company's cash and accounts/
notes receivables from National Service (with any accounts/notes payable
to National Service being a reduction of any such cash and accounts/notes
receivable). See "THE MERGERS -- National Mortgage Parents Merger
Consideration -- Definition of Merger Consideration Terms."

As each shareholder of the Home Loan Companies owns 20% of each of the
three Home Loan Companies (but owns a different number of shares of common
stock in each) and since Boatmen's can, and has indicated that it would,
terminate the Merger Agreement if each Merger is not approved by the
shareholders of the respective Company involved in the Merger, separate
per share exchange ratios for each of the three Home Loan Companies are
not necessary or meaningful. Therefore, the "BOATMEN'S/HOME LOAN
COMPANIES SELECTED COMPARATIVE PER SHARE/PERCENTAGE OF OWNERSHIP INTEREST
DATA" set forth herein presents financial data on a "per percentage of
ownership interest" basis for all three Home Loan Companies.

CONDITIONS TO MERGERS; REGULATORY APPROVALS

The Merger Agreement is subject to various conditions, including,
among others, (i) approval of the Merger Agreement by the requisite 75%
vote of the holders of common stock and preferred stock, each voting as
separate classes, of each Company; (ii) the aggregate principal amount of
the Mortgage Servicing Portfolio (as defined below; see "THE MERGERS --
Representations and Warranties of Parties -- National Mortgage and Home
Loan Companies") for National Mortgage being not less than $10 billion
at Closing; (iii) no common shareholder of any National Mortgage Parent
having exercised his or her dissenters' rights and demanded payment of
fair value of his or her shares of common stock with respect to less than
all of the National Mortgage Parent Mergers (see "THE MERGERS --
Dissenters' Rights"); (iv) no shareholder

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of any National Mortgage Parent having exercised his or her dissenters'
rights and demanded payment of fair value of his or her shares of preferred
stock of such National Mortgage Parent (see "THE MERGERS -- Dissenters'
Rights"); (v) Boatmen's having received a Release from each NMC Affiliate
(see "THE RELEASES"); (vi) Boatmen's having received the Indemnification
Agreement signed by each shareholder of each Company (see "THE
INDEMNIFICATION AGREEMENT"); and (vii) the receipt by Boatmen's of an opinion
from Boatmen's independent accountants confirming that the Mergers will each
qualify for "pooling of interests" accounting (see "THE MERGERS -- Accounting
Treatment"). See, also, "THE MERGERS -- Conditions to Consummation of
Mergers."

The Merger Agreement is also conditioned upon receipt of regulatory
approvals from the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board"), necessary notice to and filings with the
Department of Justice (the "DOJ") under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (the "HSR Act"), and receipt of all Permits (as
defined below; see "THE MERGERS -- Conditions to Consummation of
Mergers -- Additional Conditions to Boatmen's Obligations") which are
material to the consummation of the transactions contemplated by the
Merger Agreement. See "THE MERGERS -- Regulatory Approvals."

Boatmen's filed an application for the required regulatory approval from
the Federal Reserve Board on October 6, 1994 and submitted notice to and
filings with the DOJ on October 7, 1994. The Federal Reserve Board approved
the application on December 5, 1994.

CONDUCT OF BUSINESS PENDING MERGERS; DIVIDENDS

Pursuant to the Merger Agreement, each Company has agreed to, and the
Companies have agreed to cause National Mortgage and each other
Corporation to, carry on after the date of the Merger Agreement its
respective business and the discharge or incurrence of its respective
obligations and liabilities only in the usual, regular and ordinary course
of business as conducted prior to the date of the Merger Agreement. See
"THE MERGERS -- Certain Other Agreements of Companies -- Business in
Ordinary Course."

The Merger Agreement provides that no Corporation may declare or pay
any dividend or make any other distribution to its respective
shareholders, whether in cash, stock or other property (except to the
extent contemplated by the Asset/Liability Transfer Agreement and the
Split Dollar Agreements (as defined below; see "THE MERGERS -- Certain
Other Agreements of Companies -- Disposition of Unrelated Assets and
Liabilities") and except for actions necessary to maintain the aggregate
amount of cash and net receivables from National Service of the Home Loan
Companies at no more than $1,300,000).

TERMINATION OR ABANDONMENT

The Merger Agreement may be terminated at any time prior to the
Effective Time (as defined below; see "THE MERGERS -- Closing; Effective
Time"): (i) by the mutual written agreement of the parties (regardless of
whether approval of the Merger Agreement and the transactions contemplated
thereby by the shareholders of any Company shall have been previously
obtained); (ii) by either party if the Closing Date does not occur on or
prior to July 7, 1995; (iii) in the event that there is a material breach
in any of the representations and warranties of any Company or National
Service, on the one hand, or Boatmen's, on the other hand, or a failure to
comply in any material respect with any agreements of any Company or
National Service, on the one hand, or Boatmen's, on the other hand;
(iv) by Boatmen's if certain reports of

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23

environmental inspection on the real properties of the Corporations to be
obtained pursuant to the Merger Agreement should disclose any contamination
or presence of hazardous wastes, the estimated clean up or other remedial
cost of which exceeds $3,000,000; (v) by either party, regardless of whether
approval of the Merger Agreement and the transactions contemplated thereby
have been previously obtained from the shareholders of any Company, in the
event that any of the conditions to its obligations are not satisfied or
waived on or prior to the Closing Date (and not cured within any applicable
cure period); (vi) by Boatmen's if any regulatory application filed pursuant
to the Merger Agreement or any Permit sought pursuant to the Merger Agreement
which is material to the consummation of the transactions contemplated by
the Merger Agreement is finally denied, disapproved or not issued or
granted by the respective regulatory authority or agency; (vii) by either
party if the Merger Agreement and the transactions contemplated thereby
are not approved by a vote of at least 75% of the outstanding common
shares and 75% of the outstanding shares of any class of preferred stock
of each National Mortgage Parent and a vote of at least 75% of the
outstanding common shares of each Home Loan Company at the Special
Meetings; (viii) by Boatmen's in the event that any Corporation becomes a
party or subject to any material regulatory enforcement action or
administrative, civil or criminal proceeding with any Agency (as defined
below; see "THE MERGERS -- Certain Other Agreements of Companies --
Permits of State and Other Agencies") or other governmental or regulatory
authority after the date of the Merger Agreement; and (ix) by the
Companies if both of the following conditions are satisfied (the
"Boatmen's Stock Price Condition"): (a) the average of the daily closing
prices of a share of Boatmen's Common, as reported on Nasdaq during the
period of twenty trading days ending at the end of the fifth trading day
immediately preceding the Closing Date (the "Boatmen's Average Price"), is
less than $27.20; and (b) the number obtained by dividing the Boatmen's
Average Price by $31.31 (the closing price of Boatmen's Common, as
reported on Nasdaq on May 5, 1994), is less than the number obtained by
dividing the Final Index Price (as defined below) by the Initial Index Price
(as defined below) and subtracting 0.15 from such quotient.

The term (w) "Index Group" means all of those companies listed on
Exhibit 11.08 to the Merger Agreement, the common stock of which is
publicly traded and as to which there is no pending publicly announced
proposal at any time during the period of twenty trading days ending at
the end of the fifth trading day immediately preceding the Closing Date
for such company to be acquired or to acquire another company in exchange
for its stock where, in such later case, such company to be acquired would
be a significant subsidiary of such acquiring company (as such term is
defined under SEC regulations) (in the event that any such company or
companies are so removed from the Index Group, the weights attributed to
the remaining companies shall be adjusted accordingly); (x) "Initial Index
Price" means the weighted average (weighted in accordance with the factors
listed on Exhibit 11.08 to the Merger Agreement) of the per share closing
prices of the common stock of the companies comprising the Index Group, as
reported on the consolidated transactions reporting system for the market
or exchange on which such common stock is principally traded, on May 5,
1994; (y) "Final Price" of any company belonging to the Index Group means
the average of the daily closing sale prices of a share of common stock of
such company, as reported in the consolidated transaction reporting system
for the market or exchange on which such common stock is principally
traded, during the period of twenty trading days ending on the end of the
fifth trading day immediately preceding the Closing Date; and (z) "Final
Index Price" means the weighted average (weighted in accordance with the
factors listed on Exhibit 11.08 to the Merger Agreement) of the Final
Prices for all of the companies comprising the Index Group. Pursuant to
the Merger Agreement, if Boatmen's or any company included in the Index
Group declares a stock dividend or effects a reclassification,
recapitalization, split-up, combination, exchange of shares, extraordinary
distribution or similar transaction between the date of the Merger
Agreement and the end of the fifth trading day immediately preceding the
Closing Date, the closing prices for the common stock of such company will
be appropriately adjusted for the purposes of the definitions and
calculations described above so as to be comparable to the prices on the
date of the Merger Agreement.

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Assuming that the Effective Time of the Mergers was December 9, 1994,
the Boatmen's Stock Price Condition would not have been met such that the
Companies would not have had a right to terminate the Agreement pursuant
to that termination right. Under clause (a), the Boatmen's Average Price
would have been $28.52, above the $27.20 requirement. Under clause (b),
the Boatmen's Average Price divided by $31.31 would have been .911,
which would have exceeded the Final Index Price divided by the Initial
Index Price and subtracting .15: ($30.19/$33.34) - .15 = .756.

For both provisions to be met under which the Companies may terminate
the Merger Agreement, the Boatmen's Average Price would have to decline by
4.6% from the December 9, 1994 level and the Final Index Price could not have
increased by more than 12.4%.

TERMINATION FEES

Shareholder Approval Denial

If the Merger Agreement and the transactions contemplated thereby are
not approved by the requisite vote of the shareholders of each of the
Companies, the Companies will be obligated, jointly and severally, to pay
to Boatmen's the sum of $2,500,000.

Occurrence of Triggering Event

Upon the occurrence of a Triggering Event (as defined below) after the
termination of the Merger Agreement by Boatmen's for certain reasons
specified in the Merger Agreement and described below, the Companies will
be obligated, jointly and severally, to pay to Boatmen's the additional
sum of $2,500,000.

The term "Triggering Event" means the consummation of any transaction
announced within twelve months after the date of the Merger Agreement and
consummated within 24 months after the date of the Merger Agreement,
whereby a person not a party thereto acquires, merges or consolidates with
any one or more of the Companies (constituting in value 20% or more of the
Companies and their subsidiaries taken as a whole), purchases all or
substantially all of the National Mortgage Parents' or National Mortgage's
assets or, directly or indirectly, acquires record or beneficial ownership
of 25% or more of the outstanding shares of voting stock of the National
Mortgage Parents or of National Mortgage, and wherein the total
transaction value at the time of the initial public announcement of such
transaction exceeds $160,000,000 (or a proportionately lesser amount in
the case of any transaction wherein less than 100% control of National
Mortgage is acquired) (any of the foregoing transactions is referred to
herein as a "Superior Transaction").

Superior Transactions

The Merger Agreement provides that if, prior to the approval of the
Merger Agreement by the shareholders of the Companies at the Special
Meetings and without causing a breach of the Merger Agreement, any one or
more of the Companies or National Mortgage enters into an agreement with
any person not a party thereto which, if consummated in accordance with
its terms, would constitute a Superior Transaction, the Companies may
terminate the Merger Agreement effective immediately upon written notice
to Boatmen's; provided, however, that within ten business days of any
termination pursuant to the foregoing provision, the Companies will,
jointly and severally, pay to Boatmen's the sum of $5,000,000. The
provision described above is an alternative to, and not in addition to,
the other possible termination fees described above under "Shareholder
Approval Denial" and "Occurrence of Triggering Event." See "THE
MERGERS -- Termination Fees."

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RELEASES

The Companies must obtain and deliver to Boatmen's, at the Closing,
a Release (in the form attached as Exhibit 8.05(a) to the Merger
Agreement; see page A-Ex-8.05(a)-1 of this Joint Proxy Statement/
Prospectus), signed by each NMC Affiliate (which term is defined in the
Merger Agreement to include, among others, each shareholder of each
Company), and Boatmen's obligation to consummate the Mergers is
specifically conditioned upon its receipt of the Releases. See "THE
RELEASES" and "THE MERGERS -- Conditions to Consummation of Mergers --
Additional Conditions to Boatmen's Obligations."

Pursuant to the Releases, each NMC Affiliate will, effective as of the
Closing Date, release Boatmen's, each of the Companies, National Mortgage
and the other Corporations, and their respective directors, officers,
employees, agents, successors and assigns (the "Released Parties") from
all claims, demands, liabilities, obligations, damages and causes of
action which such NMC Affiliate may have or assert against the Released
Parties, for any reason whatsoever, except, in each case, to the extent
set forth in (A) the Merger Agreement or the Escrow Agreement, (B) any
written employment agreements to which Boatmen's is a party, (C) that
certain letter, dated June 29, 1994, from Boatmen's to Sam S. Margolin
regarding his position with National Mortgage following the Closing, or
(D) the Related Agreements (as defined below; see "THE MERGERS --
Conditions to Consummation of Mergers -- Additional Conditions to
Boatmen's Obligations").

The Releases, by their terms, will not release or discharge any
natural person who is a shareholder of the Companies prior to the Closing
Date from any claims, demands, liabilities, obligations, damages or causes
of action under any agreement entered into, or to be entered into, by such
person with other shareholders of the Companies in connection with the
transactions contemplated by the Merger Agreement. By signing a Release,
each NMC Affiliate will also be representing that the list of shareholders
of the Companies attached as Schedule A to such Release is true, correct
and complete as of the Closing Date with respect to his or her stock
holdings and that such NMC Affiliate has no other stock or any options,
warrants or other rights to acquire any stock or other ownership interest
in any Company, National Mortgage or any other Corporation.

INDEMNIFICATION

GENERAL

The Companies must obtain and deliver to Boatmen's, at the Closing,
an Indemnification Agreement (in the form attached as Exhibit 8.05(b) to
the Merger Agreement, see page A-Ex-8.05(b)-1 of this Joint Proxy
Statement/Prospectus) signed by each shareholder of each Company, and
Boatmen's obligation to consummate the Mergers is specifically conditioned
upon its receipt of the Indemnification Agreement. See "THE INDEMNIFICATION
AGREEMENT" and "THE MERGERS -- Conditions to Consummation of Mergers --
Additional Conditions to Boatmen's Obligations."

Pursuant to the Indemnification Agreement, each shareholder of each
Company (individually, an "Indemnitor," collectively, the "Indemnitors")
will, jointly and severally, indemnify and hold harmless Boatmen's, the
Companies, National Mortgage and the other Corporations and each of their
respective past, present and future directors, shareholders, officers,
employees and agents, and their heirs, personal representatives,
successors and assigns (collectively, the "Indemnitees") from any and all
liabilities, obligations, agreements, contracts, arrangements or plans,
and all costs and expenses related thereto, arising out of, based upon,
relating to, in connection with or otherwise involving the Indemnified
Matters (as defined below under "Indemnified Matters").

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The Indemnitors will be represented by an Indemnitors' Committee (as
defined below; see "THE INDEMNIFICATION AGREEMENT -- Notice of and
Response to Claims; Indemnitors' Committee") comprised of four
shareholders of the Companies.

INDEMNIFIED MATTERS

The term "Indemnified Matters" means (i) any retirement or post-
retirement pension, deferred compensation, medical or other benefits,
obligations or liabilities of National Mortgage, the National Mortgage
Parents or any other Corporation to, or in connection with, any of their
current or former shareholders, directors, officers, employees or agents
(or any relatives, assignees or heirs of such persons), other than those
set forth on Schedule A to the Indemnification Agreement (the "Retirement
Benefits"), (ii) the inaccuracy, falsity or breach of any of the
representations and warranties made in (a) the third sentence of Section
5.01(b), 5.02(b), 5.03(b), 5.04(b), 5.05(b), 5.06(b), 5.07(b), 5.08(b),
5.09(b) and the second sentence of Section 6.01(b) of the Merger Agreement
(which are, among other things, representations as to the accuracy of the
shareholder lists for each of the Companies included in the Merger
Agreement and the representation in the Merger Agreement as to the
ownership of the capital stock of National Mortgage), (b) in Section
5.01(c), 5.02(c), 5.03(c), 5.04(c), 5.05(c), 5.06(c), 5.07(c), 5.08(c),
5.09(c) or 6.01(c) of the Merger Agreement (which are, among other things,
representations as to the total number of issued and outstanding shares of
each Company and National Mortgage), (c) the second or third sentence of
Section 5.01(d), 5.02(d), 5.03(d), 5.04(d), 5.05(d), 5.06(d), 5.07(d),
5.08(d), 5.09(d) or 6.02 of the Merger Agreement (which are, among other
things, representations as to the total number of issued and outstanding
shares of the direct and indirect subsidiaries of each Company and National
Mortgage and the ownership thereof by the Companies and National Mortgage, as
the case may be), or (d) in Article Twelve of the Merger Agreement (which
includes representations as to National Service); and (iii) any payment made
under, pursuant to, on account of or in connection with the Guaranty
Agreement and any expenses incurred in connection therewith.

LIMITATION ON INDEMNIFICATION OBLIGATION

The Indemnification Agreement provides that the aggregate obligation
of the Indemnitors thereunder is limited to 5% of the market value of the
total shares of Boatmen's Common issued in the Mergers (valuing such
Boatmen's Common based upon the closing price of a share of Boatmen's
Common as reported on Nasdaq on the Closing Date).

The Indemnification Agreement also provides that the Indemnitors will
have no obligation for claims made after the fifth anniversary of the
Closing Date and that Boatmen's may not make any claims for indemnity
thereunder for any matter described in clause (ii) of the foregoing
definition of Indemnified Matters unless and until it has first made a
claim under the Escrow Agreement if and to the extent that it is then
possible for Boatmen's to validly make such a claim at such time pursuant
to the terms and provisions of the Escrow Agreement (provided that if the
Escrow Agreement has terminated by its terms or if the remaining Escrow
Shares are insufficient to satisfy such claim, the prerequisite to
indemnification described in this sentence will be deemed satisfied). See
"THE ESCROW AGREEMENT."

STOCKHOLDERS AGREEMENT

Shareholders of the Companies will be asked prior to the
Closing Date by the Boards of Directors of the National Mortgage
Parents to execute a Stockholders Agreement (the "Stockholders
Agreement") regarding, among other things, certain matters related
to the Escrow Agreement and Indemnification Agreement, their ownership of
the shares of Boatmen's Common issuable pursuant to the Mergers and
payments relating to the deficit in shareholders' equity of National
Service. The form of the Stockholders

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Agreement is incorporated by reference herein and attached as Appendix D
hereto. Boatmen's will not be a party to the Stockholders Agreement and the
obligations of the Companies to consummate the Mergers are not conditioned
upon the execution of the Stockholders Agreement. The failure or refusal of
one or more of the Shareholders of the Companies to sign the Stockholders
Agreement will not relieve the Companies of any of their obligations under
the Merger Agreement.

In general, the Stockholders Agreement includes provisions for
contribution among shareholders in the event of any losses arising
from the Indemnification Agreement, and certain adjustments in the
distribution of Escrow Shares in the event any Claim under the
Escrow Agreement arises from or relates to the Home Loan Companies.
The Stockholders Agreement provides that, if any loss arising under
the Indemnification Agreement or Claim under the Escrow Agreement
relates to any dispute with respect to the ownership or alleged
ownership of capital stock of the Companies, based upon the
shareholders involved in the dispute, certain defined categories of
family groups would be solely responsible for any resulting
financial losses and such family groups would indemnify and hold
harmless the other shareholders in connection with any such losses.
See "THE ESCROW AGREEMENT" and "THE INDEMNIFICATION AGREEMENT."
In addition, each shareholder under the Stockholders Agreement will
agree to pay his or her pro rata portion of the deficit in the
shareholders' equity of National Service.

In general, the Stockholders Agreement also provides that each shareholder
will represent that he or she does not have any plan, intention or
arrangement to sell, transfer or otherwise dispose of a number of
shares of Boatmen's Common that would reduce his or her ownership
of shares of Boatmen's Common to a number of shares having a value
of less than 55% of the value of the formerly outstanding shares of
stock of the Companies owned by such shareholder as of the date of the
Stockholders Agreement. In addition to the representations as to intent,
each shareholder under the Stockholders Agreement will agree not to sell,
transfer or otherwise dispose of shares of Boatmen's Common prior to
the Effective Time of the Mergers or during the two-year period
following the Effective Time if such sale, transfer or other
disposition would reduce such shareholder's holdings below the 55%
level described in the immediately preceding sentence. Each shareholder
under the Stockholders Agreement will agree to deliver to the Shareholders'
Committee (as defined in the Escrow Agreement) promptly after the Effective
Time of the Mergers shares of Boatmen's Common equal to such 55% level.
See "THE MERGERS -- Resale of Boatmen's Common."

VALUE OF MERGERS

Based on the assumption that the Closing of the Merges would have
occurred on December 12, 1994, and the closing sales price of Boatmen's
Common as reported on Nasdaq on December 8, 1994, the approximate value of
the Total Consideration to be issued in all the Mergers, including the
value of the Escrow Shares, was approximately $132.3 million, with the
total value of the shares of Boatmen's Common to be issued to the
shareholders of the National Mortgage Parents (which is referred to herein
as the "NA Merger Consideration"), including the value of the Escrow Shares,
being approximately $125.7 million, and the total value of the shares of
Boatmen's Common to be issued to the shareholders of the Home Loan Companies
(which is referred to herein as the "HLC Merger Consideration") being
approximately $6.6 million, of such total value.

As discussed elsewhere herein (see "THE MERGERS -- National
Mortgage Parents Merger Consideration" and "-- Home Loan
Companies Merger Consideration"), the amount of the NA Common
Merger Consideration and the amount of the HLC Merger
Consideration will be determined, as of the Closing Date, based
upon, among other things, certain figures which are not available
as of the date of this Joint Proxy Statement/Prospectus. It is,
therefore, unlikely that the amount of the actual NA Common
Merger Consideration and the HLC Merger Consideration will be the
same as the calculation set forth in the preceding paragraph
which is set forth herein solely for illustrative purposes. It
is possible that the

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amount of the actual NA Common Merger Consideration and the HLC Merger
Consideration could vary significantly from the foregoing example. In
addition, the market value of the Total Consideration as stated above may
materially increase or decrease depending on the closing sale price of
Boatmen's Common as reported on NASDAQ on the date on which the Effective
Time occurs. No assurance can be given as to the market price of Boatmen's
Common on the date on which the Effective Time occurs.

MANAGEMENT AND OPERATIONS AFTER MERGERS

Following the Effective Time, Boatmen's Mortgage Company, a
subsidiary of Boatmen's engaged in the mortgage banking business,
will be merged into National Mortgage and the headquarters of the
combined companies will be located in Memphis, Tennessee. At
September 30, 1994, Boatmen's Mortgage Company had a mortgage
servicing portfolio of approximately $1.9 billion.

Following the Effective Time, the ownership and business of
National Mortgage will continue to constitute substantially all
of the business and assets of the National Mortgage Parents, and
the Home Loan Companies will continue to engage principally in
making residential second mortgage loans and nonconforming first
mortgage loans.

It is presently anticipated that, after the Effective Time,
certain representatives of Boatmen's will be executive officers
of National Mortgage, the National Mortgage Parents and the Home
Loan Companies. The Boards of Directors of the National Mortgage
Parents will be comprised of representatives of Boatmen's and
the Boards of Directors of National Mortgage and the Home Loan
Companies will be comprised of some of the current directors of
National Mortgage and the Home Loan Companies, respectively, and
certain representatives of Boatmen's. Joel R. Katz will continue
to serve as President and Chief Executive Officer of National
Mortgage and the National Mortgage Parents.

It is not anticipated that the management or Board of Directors
of Boatmen's will be affected as a result of the Mergers.

DISSENTERS' RIGHTS

The shareholders of the Companies will have the right to
dissent from the Mergers in accordance with applicable laws. The
rights of dissenting shareholders of the National Mortgage
Parents and National Home are governed by the Tennessee Corporate
Law and the rights of dissenting shareholders of Arkansas Home
and National Home Mississippi are governed by the Arkansas
Business Corporation Act (the "Arkansas
Corporate Law") and the Mississippi Business Corporation Act (the
"Mississippi Corporate Law"), respectively. The Tennessee Corporate Law,
the Arkansas Corporate Law and the Mississippi Corporate Law each provide
that a shareholder will be entitled to receive the fair value of his
or her shares of common or preferred stock of a Company held
immediately before the Merger involving such Company is
consummated if such shareholder: (i) delivers to the Company,
before the vote is taken at the Special Meetings, written notice
of his or her intent to demand payment for his shares of the
Company if the Merger is consummated; (ii) does not vote his or
her shares in favor of the Merger; (iii) makes written demand for
payment of the fair value of his or her shares within a date to
be determined by the Company, which date must be between 30 and
60 days after the Company delivers a written dissenters' notice
to such shareholder; and (iv) deposits his or her certificates in
accordance with the terms of the written dissenters' notice. See
"THE MERGERS -- Dissenters' Rights."

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and financial reporting purposes (see "THE MERGERS -- Accounting Treatment"),
or (ii) any shareholder of any National Mortgage Parent exercises his or her
dissenters' rights and demands payment of fair value of his or her shares of
common stock with respect to less than all of the National Mortgage
Parent Mergers, or (iii) any shareholder of any National Mortgage
Parent exercises his or her dissenters' rights and demands
payment of fair value of his or her shares of preferred stock of
such National Mortgage Parent, then Boatmen's would not be
obligated to consummate the Mergers under the Merger Agreement.
See "THE MERGERS -- Conditions to Consummation of Mergers --
Additional Conditions to Boatmen's Obligations" and "--
Termination or Abandonment."

ACCOUNTING TREATMENT

The Mergers are each expected to qualify as a "pooling of
interests" for accounting and financial reporting purposes. The
receipt of an opinion from Ernst & Young LLP, Boatmen's
independent accountants, confirming that the Mergers will each
qualify for "pooling of interests" accounting, is a condition to
Boatmen's obligation to consummate the Mergers, unless Ernst &
Young LLP is unable to render such an opinion solely because of
the occurrence of another Business Combination (as defined below;
see "THE MERGERS -- Adjustments of Boatmen's Common") involving
Boatmen's. See "THE MERGERS -- Conditions to Consummation of
Mergers -- Additional Conditions to Boatmen's Obligations." If
such condition is not met, the Mergers would not be consummated
unless the condition were waived by Boatmen's (which Boatmen's
has indicated it would not intend to do) and the approval of
shareholders of the Companies entitled to vote on the Mergers
were resolicited if such change in accounting treatment were
deemed material to the financial condition and results of
operations of Boatmen's on a pro forma basis. See "THE MERGER --
Accounting Treatment."

EFFECTIVE TIME OF MERGERS

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

INTERESTS OF CERTAIN PERSONS IN MERGERS

Certain members of the management and Boards of Directors of
the Companies have interests in the Mergers that are in addition
to the interests of shareholders of the Companies generally.
These include, among others, ownership by five of the directors
of the National Mortgage Parents of the Home Loan Companies, anticipated
Employment Agreements with Joel R. Katz, President and Chief Executive
Officer of the National Mortgage Parents and National Mortgage and Mark
Wender, Chief Operating Officer of the National Mortgage Parents and
National Mortgage, an employment arrangement with Sam S. Margolin,
Chairman of National Mortgage, the New Leases (as defined below;
see "THE MERGERS -- Certain Other Agreements of Boatmen's") to be
entered into between National Mortgage and certain shareholders
of the Companies, provisions in the Merger Agreement relating
to indemnification and employee benefits and the release of certain
Split Dollar Agreements (as defined below; see "THE MERGERS--Certain
Other Agreements of the Parties--Disposition of Unrelated Assets and
Liabilities") between National Mortgage and eleven of its current or former
offices. See "THE MERGERS -- Interests of Certain Persons in Mergers."

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For information about the percentage of the common stock of the
Companies owned by the directors and executive officers of the
Companies, see "INFORMATION ABOUT THE COMPANIES -- Security Ownership
of Certain Beneficial Owners and Management of Companies -- National
Mortgage Parents" and "-- Home Loan Companies." None of the directors
or executive officers of the Companies would own, on a pro forma basis
giving effect to the Mergers, more than 1% of the issued and outstanding
shares of Boatmen's Common.

FEDERAL INCOME TAX CONSEQUENCES

None of the Companies, nor Boatmen's, has requested a ruling
from the Internal Revenue Service (the "Service") in connection
with the Mergers. The Companies have been advised by their
special tax counsel, Andrews & Kurth, L.L.P., that if the Mergers
are consummated in accordance with the terms of the Merger
Agreement and assuming no adverse change in applicable law, it
will render as of the Closing Date its opinion to the effect that:
(i) each Merger will constitute a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of 1986
(the "Code"); (ii) no gain or loss will be recognized by the
holders of common and preferred stock of the Companies (the
"Shareholders") as a result of the exchange of shares of common
or preferred stock of the Companies for shares of Boatmen's
Common (except for cash received in lieu of fractional shares);
(iii) the basis of shares of Boatmen's Common received by such
Shareholders will be the same as the basis of the shares of stock
of the Company exchanged therefor; and (iv) the holding period of
the shares of Boatmen's Common received by such Shareholders will
include the holding period of the shares of stock exchanged
therefor, provided such shares were held as capital assets as of
the Effective Time.

The opinion will be subject to certain assumptions and based on
certain representations of each of the Companies, Boatmen's and
the Shareholders. Further, the opinions will be based on current
law, which could be amended, revoked, or modified with or without
retroactive effect, in a manner which would change such opinions.
The opinions will neither be binding upon the Service, nor will
the Service be precluded from taking a contrary position.
Because no authority has been found that directly addresses the
federal income tax consequences of a transaction substantially similar to the
Mergers, the opinions will not be entirely free from doubt. If litigated
by the Service, there can be no assurance that a court would necessarily
agree with Andrews & Kurth L.L.P.'s opinions. Nonetheless, Andrews & Kurth
L.L.P. is of the opinion that a court would agree with its conclusions if
the questions were properly litigated.

Providing that the Mergers qualify as reorganizations under
Section 368(a) of the Code, each Merger will have the following
principal federal income tax consequences for the Shareholders:

A. No gain or loss will be recognized by a Shareholder who
exchanges all of his shares of common or preferred stock of
the Companies solely for shares of Boatmen's Common in the
Mergers;

B. The aggregate basis of the shares of Boatmen's Common to be
received by a Shareholder in the Mergers (including any
fractional share not actually received) will be the same as
the aggregate basis of the shares of the Company stock
surrendered in exchange therefor;

C. The holding period of the shares of Boatmen's Common to be
received by a Shareholder in the Mergers will include the
holding period of the shares of the Company's Stock surrendered
in exchange therefor, provided that such shares of stock of
the Company are held as capital assets at the Effective
Time; and

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D. A Shareholder receiving cash in lieu of fractional shares
will recognize gain or loss upon such payment equal to the
difference, if any, between such Shareholder's basis in the
fractional share, as described above, and the amount of cash
received. Such gain or loss will be capital gain or loss if
the stock of a Company exchanged therefor is held as a
capital asset at the Effective Time. Such gain or loss will
be long-term capital gain or loss if the holding period for
the fractional share exceeds one year.

COMPARISON OF SHAREHOLDER RIGHTS

The rights of the shareholders of the Companies and Boatmen's
differ in certain respects. The rights of the shareholders of
the Companies who receive shares of Boatmen's Common in the
Mergers will be governed by The General and Business Corporation
Law of Missouri (the "Missouri Corporate Law"), as Boatmen's is
incorporated in Missouri, and by Boatmen's Restated Articles of
Incorporation, Bylaws and other corporate documents. The
Missouri Corporate Law and documents of Boatmen's differ from
those which apply to the National Mortgage Parents and National
Home, which are governed by the Tennessee Corporate Law and their
respective corporate documents, and Arkansas Home, which is
governed by the Arkansas Corporate Law and its corporate
documents, and National Home Mississippi, which is governed by
the Mississippi Corporate Law and its corporate documents, in
several respects, including relative rights in connection with
certain redeemable preferred stock of Boatmen's presently issued
and outstanding; the shareholder votes required for certain
business combinations; removal of directors and amendments to the
Articles of Incorporation; certain rights pursuant to Boatmen's
shareholder rights plan; the circumstances under which a
shareholder may dissent from corporate action and receive fair
value for his or her shares; rights of Boatmen's and its
shareholders pursuant to certain corporate takeover statutes; and
restrictions on the transfer of shares of the Companies. In
addition, the Bylaws of National Mortgage and the National
Mortgage Parents presently contain provisions which are
reflective of the National Mortgage Parents' closely-held, family
ownership group. These include, among others, provisions in
National Mortgage's Bylaws with respect to the removal of
officers, the employment of the founders' grandchildren and
certain spouses, director compensation and eligibility
requirements, and certain mortgage loan discounts for
shareholders of the National Mortgage Parents. The Bylaws for
the National Mortgage Parents (which are substantially identical) contain,
among other things, restrictions on the removal of officers and the fixing of
compensation for officers. These provisions, among others, will be
eliminated at Closing as the Bylaws of the Companies and National Mortgage
will be amended and restated in their entirety at Closing. The form of the
amended and restated Bylaws is attached as Exhibit 1.02 to the Merger
Agreement (see page A-Ex-1.02-1 of this Joint Proxy Statement/
Prospectus). See "THE MERGERS -- Certain Other Agreements of
Companies -- Bylaw Amendments" and "COMPARISON OF SHAREHOLDER
RIGHTS."

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COMPARATIVE STOCK PRICES

Shares of Boatmen's Common are listed on Nasdaq under the
symbol BOAT. The following table sets forth the high and low
last sale prices of Boatmen's Common for the periods indicated,
as reported on Nasdaq. The Boatmen's per share prices have been
restated to reflect Boatmen's 2-for-1 stock split effected in the
form of a 100% stock dividend effective on October 1, 1993 (the
"Stock Split").

There is no established public trading market for shares of the
National Mortgage Parents or the Home Loan Companies. The shares
of the National Mortgage Parents, which are owned by 47
shareholders, are the subject of a Shareholder Agreement,
described herein, which sets forth certain restrictions on the
transfer of such shares. The shares of the Home Loan Companies,
which are owned by five shareholders, are also subject to certain
restrictions on transfers described herein. See "COMPARISON OF
SHAREHOLDER RIGHTS." Other than transfers of stock among family
members, there have been no sales of any common stock or
preferred stock of the Companies since their respective dates of
formation.

Boatmen's
Common Stock
------------
High Low
---- ---

1992 First Quarter. . . . . . . . . . . . . . . . . . $24.19 $21.19
Second Quarter . . . . . . . . . . . . . . . . 25.63 21.44
Third Quarter. . . . . . . . . . . . . . . . . 26.63 25.00
Fourth Quarter . . . . . . . . . . . . . . . . . 28.25 24.75

1993 First Quarter. . . . . . . . . . . . . . . . . . $30.50 $26.88
Second Quarter . . . . . . . . . . . . . . . . . 32.50 27.25
Third Quarter. . . . . . . . . . . . . . . . . . 32.38 29.19
Fourth Quarter . . . . . . . . . . . . . . . . . 33.50 27.50

1994 First Quarter. . . . . . . . . . . . . . . . . . $30.50 $26.75
Second Quarter . . . . . . . . . . . . . . . . . 35.00 28.88
Third Quarter. . . . . . . . . . . . . . . . . . 34.88 30.13
Fourth Quarter (through December 8). . . . . . . 31.125 26.625

On May 5, 1994, the last trading day before the public
announcement that the Companies and Boatmen's had entered into a
letter of intent contemplating the proposed Mergers, the closing
sale price of Boatmen's Common as reported on Nasdaq was $31.31
per share. On such date, the "per percentage of ownership"
interest for the National Mortgage Parents, which is calculated
by multiplying the specified closing sale price of Boatmen's
Common by the number of shares of Boatmen's Common into which a
1% ownership interest in the National Mortgage Parents common
stock would be converted in the Mergers (without any adjustment
for the Escrow Shares and under the assumption that the Mergers
were consummated on July 31, 1994) was $1,468,300, and the
"per percentage of ownership" interest for the Home Loan
Companies, which is calculated by multiplying the specified
closing sale price of Boatmen's Common by the number of shares of
Boatmen's Common into which a 20% ownership interest in the Home
Loan Companies common stock would be converted in the Mergers
(under the assumption that the Mergers were consummated on
July 31, 1994) was $1,335,100.

On December 8, 1994, the closing sale prices of Boatmen's
Common as reported on Nasdaq was $26.625 per share, the "per
percentage of ownership interest" in the National Mortgage
Parents common stock (without any adjustment for the Escrow
Shares and under the assumption that the Mergers were

19
33

consummated on December 12, 1994) was $1,256,700 per 1% ownership interest in
the National Mortgage Parents, and the "per percentage of ownership" interest
for the Home Loan Companies common stock (under the assumption that the
Mergers were consummated on December 12, 1994) was $1,331,250 per 20%
ownership interest in the Home Loan Companies. On such date there were
approximately 28,175 holders of record of Boatmen's Common, 47 holders of
record of common stock of the National Mortgage Parents and
5 holders of record of the Home Loan Companies. Shareholders of
the Companies are urged to obtain current market quotations for
the Boatmen's Common.

20
34
BOATMEN'S/NATIONAL MORTGAGE PARENTS
SELECTED COMPARATIVE PER SHARE/PERCENTAGE
OF OWNERSHIP INTEREST DATA
(unaudited)

The following summary presents comparative historical, pro
forma and pro forma equivalent unaudited data for both Boatmen's
and the National Mortgage Parents. Historical amounts for the
National Mortgage Parents reflect combined amounts for the
National Mortgage Parents and National Mortgage, which is wholly-
owned by the National Mortgage Parents. The Boatmen's pro forma
amounts represent the pro forma results of the combined Companies
and National Mortgage and also give effect to the pending
acquisition of Worthen. See "THE PARTIES -- Boatmen's --
Pending Acquisitions" and "PRO FORMA FINANCIAL DATA." The
Boatmen's pro forma amounts also assume the Mergers had been
effective during the periods presented and have been accounted
for under the pooling of interests method. For a description of
pooling of interests accounting with respect to the Mergers, see
"THE MERGERS -- Accounting Treatment." The National Mortgage
Parents equivalent pro forma amounts reflect a 1% ownership
interest in the National Mortgage Parents and are calculated
based upon the assumption that the Mergers would have occurred on
October 31, 1994 and an assumed per share price for Boatmen's Common
of $28.00 for any relevant calculation. As discussed elsewhere herein,
it is possible that the amount of the actual Merger consideration to be
received by the shareholders of the National Mortgage Parents could vary
significantly from the amounts set forth below. The data presented
should be read in conjunction with the historical financial statements
and the related notes thereto included herein or incorporated by
reference herein, and the pro forma financial statements included
elsewhere in this Joint Proxy Statement/Prospectus. See "INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE" and "FINANCIAL STATEMENTS OF COMPANIES."

Year Ended December 31,
Nine Months Ended ----------------------------------------------
September 30, 1994<F1> 1993<F1> 1992<F1> 1991<F1>
---------------------- ---- ---- ----

NET INCOME PER COMMON SHARE:
Historical
Boatmen's . . . . . . . . . . . . . . . . . $2.52 $3.07 $2.29 $1.77
National Mortgage Parents<F2>
Earnings amount . . . . . . . . . . . . . $679,000 $350,772 $6,496,210 $6,851,803
Earnings per 1% interest in
National Mortgage Parents. . . . . . $6,790 $3,508 $64,962 $68,518
Pro forma combined per Boatmen's
share . . . . . . . . . . . . . . . . . . $2.37 $2.80 $2.22 $1.77
Equivalent pro forma per 1%
interest in National Mortgage Parents<F2>
Total Boatmen's shares issued
to National Mortgage Parents x 1% . . . . 47,153 47,153 47,153 47,153
Pro forma per 1% interest . . . . . . . . . $111,753 $132,028 $104,680 $83,461

DIVIDENDS PER COMMON SHARE:
Historical
Boatmen's . . . . . . . . . . . . . . . . . $0.93 $1.15 $1.09 $1.07
National Mortgage Parents - amount per
1% interest . . . . . . . . . . . . . . . $ -- $8,998 $6,225 $5,832
Pro forma combined per Boatmen's share<F3> . . $0.93 $1.15 $1.09 $1.07
Equivalent pro forma per 1%
interest in National Mortgage Parents<F2>:
Total Boatmen's shares issued to
National Mortgage Parents x 1%. . . . . . $47,153 $47,153 $47,153 $47,153
Pro Forma per 1% interest . . . . . . . . . $43,852 $54,226 $51,397 $50,454

BOOK VALUE PER COMMON SHARE (PERIOD END):
Historical
Boatmen's . . . . . . . . . . . . . . . . . $21.06 $20.49 $18.20 $16.94
National Mortgage Parents - amount per
1% interest . . . . . . . . . . . . . . . $124,178 $117,381 $112,451 $50,853
Pro forma combined per Boatmen's share
Equivalent pro forma per 1%
interest in National Mortgage Parents<F2>: $19.86 $19.22 $17.07 $15.70
Total Boatmen's shares issued to
National Mortgage Parents x 1%. . . . . . 47,153 47,153 47,153 47,153
Pro forma per 1% interest . . . . . . . . . $936,459 $906,281 $804,902 $740,305

<FN>
- ------------------------------
<F1> Financial data for the National Mortgage Parents represent nine months ended October 31, 1994, and the fiscal years ended
January 31, 1994, 1993 and 1992, respectively.
<F2> Equivalent pro forma amounts are expressed in terms of National Mortgage Parents' shareholders 1% combined interest
in each of the National Mortgage Parents because, while each of the six National Mortgage Parents has a different total
number of shares of common stock outstanding, the ownership interests of their respective shareholders are the same. As
such, per share amounts are not meaningful.
<F3> Boatmen's pro forma dividends per share represent historical dividends per share paid by Boatmen's.

21
35
BOATMEN'S/HOME LOAN COMPANIES
SELECTED COMPARATIVE PER SHARE/
PERCENTAGE OF OWNERSHIP INTEREST DATA
(unaudited)

The following summary presents comparative historical, pro forma
and pro forma equivalent unaudited data for both Boatmen's and the
Home Loan Companies. Historical amounts for the Home Loan
Companies reflect combined amounts for the Home Loan Companies.
The Boatmen's pro forma amounts represent the pro forma results of
the combined Companies and National Mortgage and also give effect
to the pending acquisition of Worthen. See "THE PARTIES --
Boatmen's -- Pending Acquisitions" and "PRO FORMA FINANCIAL DATA."
The Boatmen's pro forma amounts also assume the Mergers had been
effective during the periods presented and have been accounted for
under the pooling of interests method. For a description of
pooling of interests accounting with respect to the Mergers, see
"THE MERGERS -- Accounting Treatment." The Home Loan Companies
equivalent pro forma amounts reflect a 20% ownership interest in
the Home Loan Companies and are calculated based upon the
assumption that the Mergers would have occurred on October 31,
1994 and an assumed per share price for Boatmen's Common of $28.00
for any relevant calculation. As discussed elsewhere herein, it is
possible that the amount of the actual Merger consideration to be
received by the shareholders of the Home Loan Companies could vary
significantly from the amount set forth below. The data presented
should be read in conjunction with the historical financial
statements and the related notes thereto included herein or
incorporated by reference herein, and the pro forma financial
statements included elsewhere in this Joint Proxy
Statement/Prospectus. See "INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE" and "FINANCIAL STATEMENTS OF COMPANIES."

Year Ended December 31,
Nine Months Ended -----------------------------------------
September 30, 1994 1993 1992 1991
------------------ ---- ---- ----

NET INCOME PER COMMON SHARE:
Historical
Boatmen's . . . . . . . . . . . . . . . . $2.52 $3.07 $2.29 $1.77
Home Loan Companies<F1>
Earnings amount . . . . . . . . . . . . $92,554 $114,083 $216,694 $202,888
Earnings per 20% interest in Home Loan
Companies . . . . . . . . . . . . . . $18,511 $22,817 $43,339 $40,578
Pro forma combined per Boatmen's share . . . $2.37 $2.80 $2.22 $1.77
Equivalent pro forma per 20%
interest in Home Loan Companies<F1>:
Total Boatmen's shares issued
to Home Loan Companies x 20%. . . . . . 48,890 48,890 48,890 48,890
Pro forma per 20% interest. . . . . . . . $115,869 $132,171 $108,536 $69,535

DIVIDENDS PER COMMON SHARE:
Historical
Boatmen's . . . . . . . . . . . . . . . . $0.93 $1.15 $1.09 $1.07
Home Loan Companies - amount per
20% interest<F1>. . . . . . . . . . . . $ -- $ -- $ -- $ --
Pro forma combined per Boatmen's share<F2> . $0.93 $1.15 $1.09 $1.07
Equivalent pro forma per 20%
interest in Home Loan Companies<F1>:
Total Boatmen's shares issued to
Home Loan Companies x 20% . . . . . . . 48,890 48,890 48,890 48,890
Pro Forma per 20% interest. . . . . . . . $45,468 $54,285 $53,290 $52,312

BOOK VALUE PER COMMON SHARE (PERIOD END):
Historical
Boatmen's . . . . . . . . . . . . . . . . $21.06 $20.49 $18.20 $16.94
Home Loan Companies - amount per 20%
interest<F1>. . . . . . . . . . . . . . $321,872 $303,361 $296,541 $253,202
Pro forma combined per Boatmen's share . . . $19.53 $19.23 $17.07 $15.70
Equivalent pro forma per 20%
interest in Home Loan Companies<F1>:
Total Boatmen's shares issued to
Home Loan Companies x 20% . . . . . . . 48,890 48,890 48,890 48,890
Pro forma per 20% interest. . . . . . . . $970,955 $907,261 $834,552 $767,573

<FN>
- ------------------------------
<F1> Equivalent pro forma amounts are expressed in terms of Home Loan Companies' shareholders 20% combined interest in each
of the Home Loan Companies because, while each of the three Home Loan Companies has a different total number of shares
of common stock outstanding, the ownership interests of their respective shareholders are the same. As such, per share
amounts are not meaningful.
<F2> Boatmen's pro forma dividends per share represent historical dividends per share paid by Boatmen's.

22
36
SELECTED FINANCIAL DATA

The following tables present selected consolidated historical
financial data for Boatmen's, the National Mortgage Parents and
the Home Loan Companies and unaudited pro forma combined amounts
reflecting the Mergers. The pro forma amounts assume the Mergers
had been effective during the periods presented. The data
presented are derived from the consolidated financial statements
of Boatmen's, the National Mortgage Parents and the Home Loan
Companies and should be read in conjunction with the more detailed
information and financial statements included herein or
incorporated by reference in this Joint Proxy Statement/
Prospectus. The data should also be read in conjunction with the
unaudited pro forma financial statements included elsewhere in
this Joint Proxy Statement/Prospectus. See "INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE," "PRO FORMA FINANCIAL DATA" and
"FINANCIAL STATEMENTS OF COMPANIES."

BOATMEN'S<F1>
SELECTED FINANCIAL DATA
(unaudited)

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

Summarized Income Statement:
- ---------------------------
Net Interest Income. . . . . . . . . . . . $763,752 $727,847 $981,580 $877,716 $742,532 $655,801 $629,603
Provision for Loan Losses. . . . . . . . . 19,906 48,331 60,184 136,626 114,658 119,448 93,248
Noninterest Income . . . . . . . . . . . . 390,535 366,389 493,251 452,082 355,704 297,002 276,899
Noninterest Expense. . . . . . . . . . . . 732,282 696,620 950,421 871,928 752,367 651,962 605,426
Income Tax Expense . . . . . . . . . . . . 138,775 108,988 146,807 92,518 60,013 36,363 43,695
Net Income . . . . . . . . . . . . . . . . 263,324 240,297 317,419 228,726 171,198 145,030 164,133
Per Common Share Data<F2>:
- ---------------------
Net Income . . . . . . . . . . . . . . . . $2.52 $2.32 $3.07 $2.29 $1.77 $1.58 $1.81
Cash Dividends Paid. . . . . . . . . . . . 0.93 0.84 1.15 1.09 1.07 1.06 1.02
Stockholders' Equity
(period end) . . . . . . . . . . . . . . 21.06 19.66 20.49 18.20 16.94 15.84 15.42
Financial Position at Period End:
- --------------------------------
Loans, Net of Unearned Income. . . . . . . $16,024 $14,600 $14,826 $13,111 $12,316 $11,924 $11,593
Total Assets . . . . . . . . . . . . . . . 28,292 26,169 26,654 24,281 23,003 22,795 19,541
Deposits . . . . . . . . . . . . . . . . . 20,484 20,533 20,909 19,685 18,060 18,119 14,964
Long-Term Debt . . . . . . . . . . . . . . 515 471 486 393 316 285 295
Stockholders' Equity . . . . . . . . . . . 2,207 2,041 2,133 1,861 1,680 1,463 1,396
Selected Financial Ratios:
- -------------------------
Return on Average Assets 1.29% 1.30% 1.27% 0.99% 0.79% 0.73% 0.86%
Return on Average Common
Equity<F3>. . . . . . . . . . . . . . . 16.19 16.37 15.99 12.95 10.78 10.13 12.06
Net Interest Margin . . . . . . . . . . . 4.33 4.57 4.56 4.40 4.05 3.96 4.03
Nonperforming Assets as % of
Total Loans and Foreclosed
Property<F4>. . . . . . . . . . . . . . 1.58 2.12 1.90 2.92 3.92 3.93 3.38
Nonperforming Loans as % of Total
Loans . . . . . . . . . . . . . . . . . 0.96 1.28 1.17 1.96 2.54 3.18 2.67
Loan Reserve as % of Net Loans. . . . . . 2.16 2.34 2.30 2.30 2.05 1.92 1.71
Net Charge-Offs as % of Average
Loans . . . . . . . . . . . . . . . . . 0.13 0.21 0.24 0.80 0.84 0.76 1.00
Equity to Assets. . . . . . . . . . . . . 7.80 7.80 8.00 7.67 7.30 6.42 7.14
Tangible Equity to Assets<F5> . . . . . . 6.94 6.78 7.04 6.88 6.56 5.73 6.46
Tier 1 Risk-Based Capital<F6> . . . . . . 10.54 10.51 10.67 10.39 10.10 --- ---
Total Risk-Based Capital<F6>. . . . . . . 14.03 14.36 14.42 13.75 13.17 --- ---

<FN>
- ---------------------------
<F1> The information set forth in this table does not give effect to the pending acquisitions of other financial
institutions. See "THE PARTIES -- Boatmen's -- Pending Acquisitions."
<F2> Reflects restatement of share amounts for the October 1, 1993 Stock Split.
<F3> Based on net income available to common shareholders.
<F4> Nonperforming assets include nonaccrual loans, restructured loans, loans past due 90 days or more and foreclosed
property.
<F5> Tangible equity to assets is defined as total equity less all intangibles as a percentage of total tangible assets.
<F6> Calculated using final 1992 risk based guidelines.

23
37

NATIONAL MORTGAGE PARENTS
SELECTED FINANCIAL DATA
(unaudited)

Nine Months Ended September 30,<F1> Year Ended December 31,<F1>
----------------------------------- --------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ---- ----
(income statement and per 1% ownership amounts in thousands
except balance sheet amounts in millions)

Summarized Income Statement:
- ---------------------------
Net Interest Income . . . . . . . . . . $5,284 $2,466 $4,323 $2,866 $2,083 $1,091 $701
Noninterest Income. . . . . . . . . . . 43,176 50,860 67,898 61,094 42,365 35,152 27,439
Noninterest Expense . . . . . . . . . . 47,182 51,174 71,592 53,755 33,731 31,269 26,774
Income Tax Expense. . . . . . . . . . . 599 745 278 3,709 3,865 1,907 1,088
Net Income. . . . . . . . . . . . . . . 679 1,407 351 6,496 6,852 3,067 278
Per 1% Ownership Data<F2>:
- ------------------------
Net Income. . . . . . . . . . . . . . . $7 $14 $4 $65 $69 $31 $3
Cash Dividends Paid . . . . . . . . . . -- -- -- -- -- -- --
Stockholders' Equity (period end) . . . 124 137 117 112 51 ($19) ($50)
Financial Position at Period End:
- --------------------------------
Total Assets. . . . . . . . . . . . . . $188 $369 $411 $274 $215 $76 $88
Long-Term Debt. . . . . . . . . . . . . 40 41 43 34 36 15 20
Stockholders' Equity. . . . . . . . . . 12 14 12 11 5 (2) (5)
Selected Financial Ratios:
- -------------------------
Return on Average Assets. . . . . . . . 0.30% 0.58% 0.10% 2.66% 4.71% 3.74% 0.32%
Return on Average Common Equity . . . . 7.56 15.04 3.05 79.56 429.05 (89.55) (5.61)
Equity to Assets. . . . . . . . . . . . 6.62 3.71 2.85 4.11 2.36 (2.49) (5.63)

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

<F1> Financial data for National Mortgage Parents represent the nine
months ended October 31, 1994 and 1993, and the fiscal years ended
January 31, 1994, 1993, 1992, 1991 and 1990, respectively. Net
income is before extraordinary items and cumulative effects of
change in accounting principle.
<F2> Expressed in terms of National Mortgage Parents' shareholders' 1%
combined interest in each of the National Mortgage Parents
because, while each of the six National Mortgage Parents has a
different total number of shares of common stock outstanding, the
ownership interests of their respective shareholders are the
same. As such, per share amounts are not meaningful.

24
38

HOME LOAN COMPANIES
SELECTED FINANCIAL DATA
(unaudited)

Nine Months Ended September 30, Year Ended December 31,
------------------------------- --------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ---- ----
(income statement and per 20% ownership amounts in thousands
except balance sheet amounts in millions)

Summarized Income Statement:
- ---------------------------
Net Interest Income. . . . . . . . . . $303 $258 $398 $349 $539 $423 $386
Noninterest Income . . . . . . . . . . 423 410 545 577 360 551 550
Noninterest Expense. . . . . . . . . . 576 437 757 578 612 668 676
Income Tax Expense . . . . . . . . . . 57 88 72 131 84 99 79
Net Income . . . . . . . . . . . . . . 93 143 114 217 203 207 181
Per 20% Ownership Data<F1>:
- --------------------------
Net Income . . . . . . . . . . . . . . $19 $29 $23 $43 $41 $41 $36
Cash Dividends Paid. . . . . . . . . . -- -- -- -- -- -- --
Stockholders' Equity (period end). . . 322 330 303 297 253 213 171
Financial Position at Period End:
- --------------------------------
Loans, Net of Unearned Income. . . . . $3 $4 $4 $4 $5 $4 $3
Total Assets . . . . . . . . . . . . . 4 5 5 5 6 5 4
Stockholders' Equity . . . . . . . . . 2 2 2 1 1 1 1
Selected Financial Ratios:
- -------------------------
Return on Average Assets . . . . . . . 2.70% 3.66% 2.32% 3.89% 3.61% 4.61% 4.61%
Return on Average Common Equity. . . . 7.93 12.17 7.60 15.79 17.42 21.56 21.14
Equity to Assets . . . . . . . . . . . 37.57 30.08 31.03 30.01 20.39 21.05 21.81
Tangible Equity to Assets<F2>. . . . . 37.57 30.08 31.03 30.01 20.39 21.05 21.81

<FN>
- ---------------------------
<F1> Expressed in terms of Home Loan Companies' shareholders' 20%
combined interest in each of the Home Loan Companies because,
while each of the three Home Loan Companies has a different
total number of shares of common stock outstanding, the
ownership interests of their respective shareholders are the
same. As such, per share amounts are not meaningful.
<F2> Tangible equity to assets is defined as total equity less all
intangibles as a percentage of total tangible assets.

25
39

BOATMEN'S AND COMPANIES
PRO FORMA COMBINED SELECTED FINANCIAL DATA<F1><F2>
(unaudited)

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

Summarized Income Statement:
- ---------------------------
Net Interest Income . . . . . . . . . . $875,284 $828,807 $1,119,119 $1,011,119 $854,117 $755,909 $723,765
Provision for Loan Losses . . . . . . . 20,956 52,110 64,812 139,475 118,017 125,662 103,795
Noninterest Income. . . . . . . . . . . 484,718 469,138 628,285 571,211 451,779 376,990 345,408
Noninterest Expense . . . . . . . . . . 879,871 859,961 1,169,969 1,070,411 913,016 795,411 741,180
Income Tax Expense. . . . . . . . . . . 159,530 120,037 161,447 102,782 67,166 40,814 46,078
Net Income<F3>. . . . . . . . . . . . . 299,645 265,837 351,176 269,662 207,697 171,012 178,120
Per Common Share Data<F4>:
- -------------------------
Net Income<F3>. . . . . . . . . . . . . $2.37 $2.12 $2.80 $2.22 $1.77 $1.53 $1.60
Cash Dividends Paid . . . . . . . . . . 0.93 0.84 1.15 1.09 1.07 1.06 1.02
Stockholders' Equity (period end). . . . 19.86 18.48 19.23 17.07 15.70 14.42 13.84
Financial Position at Period End:
- --------------------------------
Loans, Net of Unearned Income . . . . . $17,902 $16,216 $16,542 $14,714 $13,782 $13,609 $13,030
Total Assets. . . . . . . . . . . . . . 32,008 30,170 30,649 28,030 26,365 25,730 22,054
Deposits. . . . . . . . . . . . . . . . 23,445 23,613 23,952 22,723 20,826 20,608 17,078
Long-Term Debt. . . . . . . . . . . . . 598 555 575 464 380 332 355
Stockholders' Equity. . . . . . . . . . 2,523 2,325 2,424 2,114 1,877 1,626 1,535
Selected Financial Ratios:
- -------------------------
Return on Average Assets. . . . . . . . 1.29% 1.24% 1.22% 1.01% 0.84% 0.77% 0.83%
Return on Average Common
Equity <F5> . . . . . . . . . . . . . 16.16 15.93 15.56 13.49 11.74 10.80 11.98
Net Interest Margin . . . . . . . . . . 4.34 4.49 4.49 4.36 4.03 4.00 4.07
Nonperforming Assets as % of
Total Loans and Foreclosed
Property <F6> . . . . . . . . . . . . 1.50 2.07 1.85 2.81 3.75 3.76 3.43
Nonperforming Loans as % of
Total Loans . . . . . . . . . . . . . 0.93 1.27 1.17 1.90 2.45 3.02 2.69
Loan Reserve as % of Net Loans. . . . . 2.13 2.32 2.27 2.26 2.06 1.91 1.78
Net Charge-Offs as % of Average
Loans . . . . . . . . . . . . . . . . 0.12 0.19 0.23 0.75 0.78 0.73 0.97
Equity to Assets. . . . . . . . . . . . 7.88 7.70 7.91 7.54 7.12 6.32 6.96
Tangible Equity to Assets <F7>. . . . . 6.94 6.62 6.87 6.64 6.26 5.60 6.24
Tier 1 Risk-Based Capital <F8>. . . . . 10.75 10.67 10.83 10.51 10.11 - -
Total Risk-Based Capital <F8> . . . . . 13.97 14.24 14.27 13.67 13.04 - -

<FN>
- ---------------------------
<F1> The information set forth in the table gives effect to the
pending acquisition of Worthen. See "THE PARTIES--Boatmen's--
Pending Acquisitions" and "PRO FORMA FINANCIAL DATA."
<F2> Financial data included for the National Mortgage Parents
represent nine months ended October 31, 1994 and 1993 and fiscal
years ended January 31 for each respective year.
<F3> Net income is shown before extraordinary items. Net Income includes
$1,042 for the nine months ended September 30, 1993, and year ended
December 31, 1993, for the cumulative effect of FAS No. 109 adoption
at National Mortgage Company, and net operating loss carryforwards
reported as extraordinary items by National Mortgage for the years
ended December 31, 1992 and 1991 of $286 and $708, respectively.
<F4> Reflects restatement of share amounts for the October 1, 1993
Stock Split.
<F5> Based on net income available to common shareholders.
<F6> Nonperforming assets include nonaccrual loans, restructured
loans, loans past due 90 days or more and foreclosed property.
<F7> Tangible equity to assets is defined as total equity less all
intangibles as a percentage of total tangible assets.
<F8> Calculated using final 1992 risk based guidelines.

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THE PARTIES

BOATMEN'S

GENERAL

Boatmen's is a multi-bank holding company headquartered in
St. Louis, Missouri. Its largest subsidiary, The Boatmen's
National Bank of St. Louis, was founded in 1847 and is the oldest
bank west of the Mississippi River. Boatmen's owns substantially
all of the capital stock of 45 subsidiary banks, including a
federal savings bank, which operate from over 400 banking locations
in Missouri, Arkansas, Illinois, Iowa, Kansas, New Mexico,
Oklahoma, Tennessee and Texas. Boatmen's other principal
businesses include a trust company, a mortgage banking company, a
credit life insurance company, a credit card bank and an insurance
agency. At September 30, 1994, Boatmen's had consolidated assets of
$28.3 billion and total shareholders' equity of $2.2 billion,
making it one of the 30 largest bank holding companies in the
United States.

Boatmen's is among the sixteen largest providers of personal
trust services in the nation, providing personal trust services
primarily within its banks' market areas and institutional and
pension-related trust services on a national scale. Operating
principally through Boatmen's Trust Company, its subsidiaries and
trust departments of selected banks, the combined trust operations
had assets under management totaling approximately $35.5 billion at
September 30, 1994. The trust operations, with revenues in 1993 of
$152.2 million, provide Boatmen's with a significant source of
noninterest income.

PENDING ACQUISITIONS

Worthen Banking Corporation

On August 18, 1994, Boatmen's entered into an Agreement and
Plan of Merger (the "Worthen Agreement") to acquire Worthen Banking
Corporation, the second largest banking organization in Arkansas.
Worthen is a publicly-held, multi-bank holding company
headquartered in Little Rock, Arkansas, operating 112 retail
banking offices throughout the State of Arkansas and six offices in
the Austin, Texas area. Through its non-banking subsidiaries,
Worthen also operates, among other businesses, a full service
retail brokerage company, a mortgage banking company and a trust
company. At September 30, 1994, Worthen had consolidated assets of
approximately $3.5 billion, deposits of approximately $3.0 billion
and loans of approximately $1.9 billion. The Board of Directors of
Boatmen's believes that the acquisition of Worthen and its banking
subsidiaries would enhance its presence in the State of Arkansas
and would be a natural and desirable extension of its banking
franchise in the Central United States.

Under the terms of the Worthen Agreement, each share of
Worthen common stock, other than shares any holders of which have
duly perfected their dissenters' rights under the Arkansas Business
Corporation Act, will be cancelled and converted into the right to
receive one share of Boatmen's Common, plus cash in lieu of
fractional shares. Boatmen's would exchange approximately 17.3
million shares of Boatmen's Common for all of the stock of Worthen
(including shares issued for stock options). The shares of
Boatmen's Common to be issued in connection with the acquisition of
Worthen would constitute approximately 13.6% of the outstanding
shares of Boatmen's Common, assuming consummation of the
acquisitions of the Companies and the other financial institutions
described below.

The acquisition of Worthen, which is expected to be completed
in the first quarter of 1995, is subject to various conditions
including approval of the Worthen Agreement by the requisite vote
of the shareholders

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of Worthen, receipt of a reaffirmation of the opinion of PaineWebber, Inc.,
Worthen's investment banker, to the effect that the transaction is fair to
Worthen and its shareholders from a financial point of view and regulatory
approvals of the Federal Reserve Board, the Arkansas Commission of
Financial Institutions and the Texas Banking Commission. Regulatory
applications were filed with the Federal Reserve Board on October 7,
1994, the Arkansas Commission of Financial Institutions on November 1,
1994, and the Texas Banking Commission on November 17, 1994. The Federal
Reserve Board accepted the application for processing on November 3, 1994.

There can be no assurance that all necessary regulatory
approvals will be obtained or that all conditions to the Worthen
Agreement will be satisfied such that the acquisition of Worthen
will be consummated. The Mergers are not conditioned upon
consummation of the Worthen acquisition.

Dalhart Bancshares, Inc.

On May 19, 1994, Boatmen's entered into an Agreement and Plan
of Merger to acquire, for shares of Boatmen's Common, all of the
issued and outstanding shares of Dalhart Bancshares, Inc., a bank
holding company headquartered in Dalhart, Texas ("Dalhart"), and
all of the issued and outstanding shares of Dalhart's 93.17%-owned
subsidiary, Citizens State Bank of Dalhart ("Citizens"), a Texas
state-chartered bank also headquartered in Dalhart, Texas. At
September 30, 1994, Dalhart had consolidated assets of approximately
$134 million and shareholders' equity of $13 million. Upon
consummation of the acquisition, Boatmen's intends to merge
Citizens with Boatmen's First National Bank of Amarillo, a national
banking association and indirect wholly-owned subsidiary of
Boatmen's headquartered in Amarillo, Texas. The total number of
shares of Boatmen's Common to be issued in the Dalhart transaction
will not exceed 764,000, which represents less than 1% of the total
number of shares of Boatmen's Common outstanding as of the date
hereof. The Dalhart acquisition, which is subject to, among other
things, approval of the shareholders of Dalhart, is expected to be
completed early in the first quarter of 1995. There can be no assurance
that the transaction will be consummated. The Mergers are not
conditioned upon consummation of the Dalhart acquisition.

Salem Community Bancorp, Inc.

On September 23, 1994, Boatmen's announced the execution of an
Agreement and Plan of Merger, dated September 1, 1994, to acquire
Salem Community Bancorporation, Inc. ("Salem") and its banking
subsidiary, Community State Bank, Salem, Illinois. Salem would be
merged with and into a newly-formed acquisition subsidiary of
Boatmen's and, in connection therewith, Community State Bank would be
merged with and into Boatmen's National Bank of South Central
Illinois. At September 30, 1994, Salem had consolidated assets of
approximately $79.2 million and shareholders equity of approximately
$4.5 million. Under the terms of the Agreement and Plan of Merger,
Boatmen's would exchange approximately 301,468 shares of Boatmen's Common
for all of the stock of Salem and Community State Bank. The Salem
acquisition, which is subject to, among other things, regulatory approval
and approval by Salem's shareholders, is expected to be completed in the
first quarter of 1995. There can be no assurance that the transaction will
be consummated. The Mergers are not conditioned upon consummation of
the Salem acquisition.

First National Bank in Pampa

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in the panhandle of Texas ("Pampa"). At September 30, 1994, Pampa had assets
of approximately $168 million and shareholders' equity of approximately $30
million. Under the terms of the Agreement, Pampa would be merged with and
into Boatmen's First National Bank of Amarillo. Boatmen's would exchange
approximately 1.35 million shares of Boatmen's Common for all of the stock of
Pampa, which represents less than two percent (2%) of the total number of
shares of Boatmen's Common outstanding as of the date hereof. The Pampa
acquisition, which is subject to, among other things, regulatory approval
and approval by Pampa's shareholders, is expected to be completed in the
second quarter of 1995. There can be no assurance that the transaction will be
consummated. The Mergers are not conditioned upon consummation of the Pampa
acquisition.

West Side Bancshares, Inc.

On November 15, 1994, Boatmen's announced the execution of an Agreement
and Plan of Merger, dated November 14, 1994, to acquire, in exchange for
shares of Boatmen's Common, all of the issued and outstanding shares of
West Side Bancshares, Inc., a bank holding company headquartered in San
Angelo, Texas ("West Side") and its wholly-owned banking subsidiary, Bank
of the West, a Texas state-chartered banking association also headquartered
in San Angelo, Texas. At September 30, 1994, West Side had consolidated
assets of approximately $147 million and shareholders' equity of
approximately $11 million. Upon consummation of the transaction, Boatmen's
intends to merge Bank of the West with Boatmen's First National Bank of
Amarillo. Boatmen's would exchange approximately 600,000 shares of Boatmen's
Common for all of the stock of West Side, which represents less than one
percent (1%) of the total number of shares of Boatmen's Common outstanding
as of the date hereof. The West Side acquisition, which is subject to, among
other things, regulatory approval and approval by West Side's shareholders,
is expected to be completed in the first quarter of 1995. There can be no
assurance that the transaction will be consummated. The Mergers are not
conditioned upon consummation of the West Side acquisition.

ACQUISITION SUBS

The Acquisition Subs are recently formed wholly-owned
subsidiaries of Boatmen's which will be used to facilitate the
Mergers. The Acquisition Subs engage in no other business.

NATIONAL MORTGAGE PARENTS

The National Mortgage Parents, directly or through wholly-
owned subsidiaries, own all of the outstanding common stock of
National Mortgage. National Mortgage is engaged in the mortgage
banking business, including the origination, purchase, warehousing,
sale and servicing of residential first mortgage loans secured by
owner-occupied, one-to-four family residences, as well as the
acquisition of servicing rights associated with such mortgage
loans. At October 31, 1994, National Mortgage had a mortgage
servicing portfolio of approximately $13.9 billion. See
"INFORMATION ABOUT THE COMPANIES."

HOME LOAN COMPANIES

Five of the 47 family shareholders of the National Mortgage
Parents formed Arkansas Home, National Home and National Home
Mississippi in 1993, 1981 and 1988, respectively. The Home Loan
Companies are engaged principally in making residential second
mortgage loans and nonconforming first mortgage loans. At September 30, 1994,
the Home Loan Companies had total assets of $4.3 million. The five
shareholders of the Home Loan Companies each own an equal number of shares
of the Home Loan

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Companies and serve as the officers and directors of such entities. In
addition, each of the five shareholders of the Home Loan Companies are
officers and directors of the National Mortgage Parents and National
Mortgage. See "INFORMATION ABOUT THE COMPANIES."

NATIONAL SERVICE

National Service was formed as a Tennessee corporation in 1952
by Ben, Joe and Sam Margolin to provide accounting, tax and other
administrative services to the National Mortgage Parents. In
addition to such services, National Service also engages in
intercompany financial transactions with the National Mortgage
Parents and the Home Loan Companies designed to improve cash
management and provide a source of short-term capital.

THE SPECIAL MEETINGS

DATE, TIME AND PLACE OF SPECIAL MEETINGS

This Joint Proxy Statement/Prospectus is being furnished to
shareholders of the Companies in connection with the solicitation
of proxies by the Boards of Directors of the Companies for use at
the Special Meetings to be held at the Adam's Mark Hotel, 939 Ridge
Lake Blvd., Memphis, Tennessee, at 3:00 p.m. on January 29, 1995.

MATTERS TO BE CONSIDERED AT SPECIAL MEETINGS

At the Special Meetings, the shareholders of each of the
Companies will be asked to approve the Merger Agreement providing
for, among other matters, the Merger of one of the Acquisition Subs
with such Company. See "THE MERGERS." In addition, shareholders of
the Companies may be asked to vote on a proposal to adjourn or postpone
the Special Meetings which adjournment or postponement could be used
for the purpose, among others, of allowing time for the solicitation of
additional votes to approve the Merger Agreement.

RECORD DATE FOR SPECIAL MEETINGS

The Boards of Directors of the Companies have fixed the close
of business on December 12, 1994, as the record date for the
determination of shareholders of the Companies to receive notice of
and to vote at the Special Meetings. Only shareholders of record
of a Company on the record date are entitled to vote at the Special
Meeting for such Company. No shares of stock of a Company can be
voted at the Company's Special Meeting unless the record holder is
present in person or represented by proxy at the Special Meeting.

The following table shows the number of shares of common stock
and preferred stock issued and outstanding for each Company as of
the record date:

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- ------------------------------------------------------------------------------------------------
NUMBER OF ISSUED AND OUTSTANDING SHARES
- ------------------------------------------------------------------------------------------------
COMPANY COMMON STOCK CLASS A PREFERRED STOCK CLASS B PREFERRED STOCK
- ------------------------------------------------------------------------------------------------

B-M Homes 206.08 158,222 0
- ------------------------------------------------------------------------------------------------
Macon 201.77 160,264 64,571
- ------------------------------------------------------------------------------------------------
Marbel 250.00 1,256 0
- ------------------------------------------------------------------------------------------------
Margolin Appliance 218.58 68,750 0
- ------------------------------------------------------------------------------------------------
Margolin Realty 213.83 19,652 0
- ------------------------------------------------------------------------------------------------
National Builders 1,082.33 157,745 0
- ------------------------------------------------------------------------------------------------
Arkansas Home 2,500.00 0 0
- ------------------------------------------------------------------------------------------------
National Home 208.33 0 0
- ------------------------------------------------------------------------------------------------
National Home Mississippi 833.33 0 0
- ------------------------------------------------------------------------------------------------

VOTES REQUIRED TO APPROVE MERGER AGREEMENT

The affirmative vote of 75% of the outstanding shares of
common stock and preferred stock of each National Mortgage Parent
(each voting separately as a class) and 75% of the outstanding
shares of common stock of each Home Loan Company is required to
approve the Merger Agreement. As a result, abstentions from voting
will have the same effect as votes against the Mergers. Each share
of common stock and preferred stock of a Company is entitled to one
vote.

As of the record date, the directors and executive officers of
the National Mortgage Parents and their affiliates have the power
to vote 36.76% of the outstanding shares of common stock of each
National Mortgage Parent, which are expected to be voted in favor
of the Merger Agreement and the Mergers involving the National Mortgage
Parents. As of the record date, the directors and executive officers of the
Home Loan Companies and their affiliates have the power to vote 100% of the
outstanding shares of common stock of each Home Loan Company, which are
expected to be voted in favor of the Merger Agreement and the Mergers
involving the Home Loan Companies. For information regarding the shares of
the Companies beneficially owned, directly or indirectly, by certain
shareholders, by each director and executive officer of each Company, and by
all directors and officers of each Company as a group, see "INFORMATION
ABOUT THE COMPANIES -- Security Ownership of Certain Beneficial Owners and
Management of Companies." As of the record date, directors and executive
officers of Boatmen's did not own beneficially any shares of any Company.

VOTING AND REVOCATION OF PROXIES FOR SPECIAL MEETINGS

Proxies for use at the Special Meetings accompany this Joint
Proxy Statement/Prospectus. A shareholder may use his or her proxy
if he or she is unable to attend the Special Meetings in person or
wishes to have his or her shares voted by proxy even if he or she
does attend the Special Meetings. Shares of stock of a Company
represented by a proxy properly signed and returned to the
Companies at, or prior to, the Special Meetings, unless
subsequently revoked, will be voted at the Special Meetings in
accordance with instructions thereon. If a proxy is properly
signed and returned and the manner of voting is not indicated on
the proxy, any shares of stock represented by such proxy will be
voted FOR the Merger

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Agreement and FOR the proposal regarding adjournment or postponement.
Any proxy given pursuant to this solicitation may be revoked by the
grantor at any time prior to the voting thereof on the Merger Agreement
by filing with the Secretary of the applicable Company a written revocation
or a duly executed proxy bearing a later date. A holder of stock of a
Company may withdraw his or her proxy at the Special Meetings at any time
before it is exercised by electing to vote in person; however, attendance
at the Special Meetings will not in and of itself constitute a revocation
of the proxy.

SOLICITATION OF PROXIES FOR SPECIAL MEETINGS

In addition to solicitation of proxies from shareholders of
the Companies by use of the mail, proxies also may be solicited by
personal interview, telephone and wire by directors, officers and
employees of the Companies, who will not be specifically
compensated for such services. All costs of soliciting proxies and
mailing this Joint Proxy Statement/Prospectus and all papers which
now accompany or hereafter may supplement the same will be borne by
the Companies.

EXPENSES FOR PREPARATION OF JOINT PROXY STATEMENT/PROSPECTUS

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

MAILING DATE OF JOINT PROXY STATEMENT/PROSPECTUS

This Joint Proxy Statement/Prospectus, the attached notices of
the Special Meetings and the enclosed proxy cards for the Special
Meetings are first being sent to shareholders of the Companies on
or about December 12, 1994.

THE MERGERS

BACKGROUND

The terms of the Merger Agreement are the result of arm's-
length negotiations between representatives of Boatmen's and the
Companies. The following is a brief discussion of the background
of these negotiations, the Mergers and the related transactions.

The Companies had been exploring sources of additional capital
to expand their mortgage banking operations and identifying ways of
providing greater liquidity to the family shareholders. On May 7,
1993, the Companies received an initial inquiry from a regional
commercial bank (the "Potential Acquiror") regarding a possible
acquisition of the Companies. In response to the initial inquiry
and in light of other recently-announced acquisitions of mortgage
banks, the Companies retained Donaldson, Lufkin & Jenrette as their
exclusive financial advisor on May 28, 1993, to explore potential
sources of capital and other strategic alternatives, including the
possible sale of the Companies.

On August 18, 1993, the Companies' financial advisor made a
presentation to the Companies' management regarding possible
strategic alternatives, including the possible sale of the
Companies to a strategic buyer. At this meeting the Companies'
management voted to direct its financial advisor to hold

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46
further discussions with the Potential Acquiror. The Companies chose to
pursue discussions because the Companies' management was familiar
with the Potential Acquiror's management and the Potential Acquiror
had publicly stated its intention to grow its mortgage banking
operations. The Companies' management was also aware that the
Potential Acquiror recently had been an unsuccessful bidder for
another mortgage bank.

After being contacted by the Companies' financial advisor, the
Potential Acquiror evaluated certain information provided by the
Companies, including detailed information regarding National
Mortgage's servicing portfolio. The Potential Acquiror indicated
orally in October 1993 that it would consider purchasing the
Companies for approximately $130 to $150 million in the Potential
Acquiror's stock, a portion of which would be paid based upon the
performance of the Companies after the acquisition. At special
joint meetings of the Boards of Directors held in October 1993, the
Boards reviewed this oral offer with the Companies' financial
advisor and determined that it would be appropriate to seek a
second bid.

Following these meetings, the Companies, through their
financial advisor, approached Boatmen's about a possible
acquisition of the Companies. On October 26, 1993, the Companies
and Boatmen's entered into a confidentiality agreement. The
Companies then provided certain information to Boatmen's, including
detailed information regarding National Mortgage's servicing
portfolio, which Boatmen's evaluated in November and December of
1993. On November 23, 1993, Mr. Andrew B. Craig III, the Chairman
and Chief Executive Officer of Boatmen's, met with the senior
management of the Companies to discuss preliminary terms and
structures of a business combination between Boatmen's and the
Companies. On January 19, 1994, Boatmen's submitted to the
Companies a written preliminary indication of interest which valued
the Companies in the range of $140 to $150 million.

At a special joint meeting of the Boards of Directors of the
Companies held on January 24, 1994, the Boards reviewed the
Boatmen's proposal as well as the offer from the Potential
Acquiror. Both Boatmen's and the Potential Acquiror had expressed
a desire to structure a tax-free pooling-of-interests transaction
in which shares of their respective common stock would be offered
as consideration for the shares of the Companies. In evaluating
the two offers, the Boards considered quantitative factors such as
(i) the then current market value of the two offers, (ii) the price
history and trading volume of the underlying common stock
consideration offered by each bidder, (iii) the pro forma effects
of a merger on each potential acquiror, including the potentially
dilutive effects of the issuance of shares of common stock, and
(iv) the financial performance and condition of each bidder. The
Boards also considered qualitative factors such as the earnings
prospects, mortgage banking strategy and the then current mortgage
banking operations of each bidder. After this meeting the Boards
directed its financial advisor to pursue merger discussions with
Boatmen's.

In late February 1994, the Companies retained the law firm of
Sidley & Austin in connection with a possible acquisition
transaction. In addition, the Companies had previously retained
Andrews & Kurth L.L.P. as their special tax counsel.

On March 6, 1994, the Companies held their annual meeting of
shareholders. The Boards presented to the shareholders Boatmen's
revised proposal to acquire the Companies for 5.4 million shares of
Boatmen's Common in a tax-free transaction, subject to further due
diligence. Based on the per share closing price of $28-1/8 on
March 4, 1994 for the Boatmen's Common, the proposal had a then
current market value of approximately $152 million. The Companies'
financial advisor made a presentation to the shareholders regarding
(i) the then current market value of the Boatmen's offer, (ii) the
price history and trading volume of the Boatmen's Common, (iii) the
pro forma effects of a merger on Boatmen's earnings per share,
including the potentially dilutive effects of the issuance of
shares of Boatmen's Common, and (iv) the financial performance and
condition of Boatmen's. After the conclusion of these
presentations, the shareholders voted to direct the Boards to
negotiate a business combination with Boatmen's.

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47

During the months of March and April of 1994, Boatmen's
conducted further due diligence investigations of the Companies,
and the parties discussed the structure of the proposed
transaction. Representatives of the National Mortgage Parents conducted
negotiations with the shareholders of the Home Loan Companies regarding
the allocation of the consideration proposed to be received by the
Companies. On May 4, 1994, Boatmen's submitted a written proposal to acquire
the Companies for five million shares of Boatmen's Common, subject to
certain adjustments, by means of tax-free stock-for-stock mergers. Based
on the per share closing price of $31-1/8 on May 4, 1994 for the Boatmen's
Common, the proposal had a then current market value of approximately $156
million. Boatmen's also requested the Companies to enter into an agreement
limiting the Companies' ability, subject to fiduciary duties, to
solicit other acquirors for a 30 day period and providing for the
payment of certain fees to Boatmen's, under certain circumstances,
in the event a transaction is consummated with a third party. At
this time, the Companies' financial advisor updated the Boards
regarding its analysis of the terms of the offer, including
valuation analyses of the consideration proposed by Boatmen's.
Donaldson, Lufkin & Jenrette compared Boatmen's offer with other
comparable transactions and public market valuations of mortgage
banking companies similar to National Mortgage. Based on these
presentations and their own knowledge of the Companies and their
prospects, the Boards of Directors of the Companies on May 5, 1994
entered into a letter of intent with Boatmen's containing the
foregoing provisions. On May 6, 1994 Boatmen's publicly disclosed
that it had entered into such letter of intent with the Companies.

During the months of May and June of 1994, Boatmen's and the
Companies negotiated the terms of the definitive agreements. On
June 8, 1994, the Boards held a special joint meeting to review
with their legal counsel drafts of the Merger Agreement and related
documents. During such meeting, the Boards received an updated
analysis of Boatmen's offer by the Companies' financial advisor.
The Boards directed their legal and financial advisors to seek
certain changes in the draft agreements. On July 6, 1994, the
Boards met to evaluate revised terms of the draft agreements and
the related transactions. At such meeting, the Boards received the
written opinion of the Companies' financial advisor to the effect
that, as of July 6, 1994, the consideration to be received by the
shareholders of the Companies in the Mergers was fair from a
financial point of view. See "THE MERGERS -- Opinion of Companies'
Financial Advisor." Based on the opinion of the Companies'
financial advisor, the Boards' evaluation of the terms of the
Mergers and their own knowledge of the Companies and their
prospects, the Boards at such meeting declared the Mergers
advisable and approved the Merger Agreement and the related
transactions including the allocation of the merger consideration
between the National Mortgage Parents and the Home Loan Companies.
The Merger Agreement was executed on July 7, 1994. The allocation of
the merger consideration between the National Mortgage Parents and
the Home Loan Companies was not negotiated with Boatmen's and was
not addressed in the opinion of the Companies' financial advisor.

COMPANIES' REASONS FOR MERGERS; RECOMMENDATIONS OF COMPANIES' BOARDS OF
DIRECTORS

By the unanimous vote of all of the directors of the Companies
at the special joint meeting of the Boards of Directors of the
Companies held on July 6, 1994, the Companies' Boards of Directors
determined the Mergers to be in the best interests of the Companies
and their respective shareholders, declared the Mergers advisable
and approved the Mergers and the Merger Agreement. As described
above under "THE MERGERS -- Background," the decisions of the
Companies' Boards of Directors to declare the Mergers advisable and
approve the Mergers and the Merger Agreement on July 6, 1994
followed approximately eleven months of negotiations with Boatmen's
and the Potential Acquiror. During this eleven month period, the
Companies' Boards of Directors held numerous special meetings,
at which they extensively reviewed the Companies' business and
results of operations and prospects. During this period, the
Boards of Directors received a number of presentations from
Donaldson, Lufkin & Jenrette with respect to Boatmen's, including
reviews of, among other things, historical information relating to
the business, financial condition

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and results of operations of Boatmen's, historical data relating to market
prices and trading volumes of the Boatmen's Common, market prices of
Boatmen's Common as compared to those of other comparable publicly traded
companies, and the pro forma effects of the Mergers on Boatmen's earnings per
share, including the possible dilutive effects of the issuance of
the shares of Boatmen's Common in the Mergers.

During the course of their deliberations, the Boards of Directors
of the Companies considered, without assigning relative weights to,
a number of factors, including the following:

(i) the amount and form of the proposed consideration as
compared to the amount and form of the consideration paid in
certain other transactions;

(ii) the proposed terms and conditions of the Mergers,
including the conditions to the obligations of Boatmen's to
consummate the Mergers;

(iii) the financial condition, results of operations,
business, prospects and strategic objectives of the Companies,
as well as the risks involved in achieving those prospects and
objectives in the mortgage banking industry with current
economic and market conditions, including, but not limited to,
the capital needs of mortgage banks;

(iv) the desire of the family shareholders to achieve
liquidity in their holdings in the Companies and the structure
of the Mergers, which would permit the holders of the capital
stock of the Companies to exchange all their shares solely for
shares of Boatmen's Common on a tax-free basis;

(v) the presentations of Donaldson, Lufkin & Jenrette
delivered to the Boards of Directors of the Companies,
including Donaldson, Lufkin & Jenrette's written opinion to
the effect that, as of July 6, 1994, the consideration to be
received by the shareholders of the Companies pursuant to the
terms of the Merger Agreement was fair to such shareholders of
the Companies from a financial point of view. Donaldson,
Lufkin & Jenrette has since delivered an updated written
opinion dated as of the date of this Joint Proxy Statement/
Prospectus to the effect that, as of the date of this Joint
Proxy Statement/Prospectus, the consideration to be received
by the shareholders of the Companies pursuant to the Mergers
is fair to the Companies' shareholders from a financial point
of view. A copy of the updated written opinion of Donaldson,
Lufkin & Jenrette setting forth the assumptions made, matters
considered and limitations on review undertaken by Donaldson,
Lufkin & Jenrette in rendering its opinion is attached to this
Joint Proxy Statement/Prospectus as Appendix C (and is
incorporated herein by reference). The shareholders of the
Companies are urged to read such opinion carefully in its
entirety. See "THE MERGERS -- Opinion of the Companies'
Financial Advisor";

(vi) Boatmen's stated intention to preserve National Mortgage
as an independent operating entity after completion of the
Mergers; and

(vii) the Companies' Boards of Directors review of Boatmen's
and the Boatmen's Common.

Based on the factors described above, the Boards of Directors
of the Companies declared the Mergers advisable and approved the
Mergers and the Merger Agreement and recommended that the
respective shareholders of the Companies vote for approval of the
Mergers.

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BOATMEN'S REASONS FOR MERGERS

The Board of Directors of Boatmen's believes that the
acquisition of the Companies and, thereby indirectly, National
Mortgage, would (i) enhance Boatmen's non-interest income revenue
stream, (ii) enhance the mortgage originating capabilities of
Boatmen's existing branch system, (iii) develop a more efficient and
cost effective servicing platform for Boatmen's existing portfolio, and
(iv) improve Boatmen's customer service through the acquisition of a more
automated and efficient servicing process.

OPINION OF COMPANIES' FINANCIAL ADVISOR

Fairness Opinion. At the special joint meeting of the Boards
of Directors of the Companies held on July 6, 1994, Donaldson,
Lufkin & Jenrette delivered to the Boards of Directors of the
Companies its written opinion to the effect that, as of July 6,
1994, the consideration to be received by the shareholders of the
Companies was fair to the shareholders of the Companies from a
financial point of view. On the date of this Joint Proxy
Statement/Prospectus, Donaldson, Lufkin & Jenrette delivered to the
Boards of Directors of the Companies its updated written opinion to
the effect that, as of the date of the Joint Proxy Statement/
Prospectus, the consideration to be received by the shareholders of
the Companies is fair to the shareholders of the Companies from a
financial point of view.

In arriving at its updated opinion, Donaldson, Lufkin &
Jenrette reviewed the Merger Agreement and the financial and other
information that was publicly available or furnished to it by the
Companies and Boatmen's, including certain audited financial
information and information provided during discussions with their
respective managements. In addition, Donaldson, Lufkin & Jenrette
compared certain financial and securities data of the Companies and
Boatmen's with various other companies whose securities are traded
in the public markets, reviewed the historical stock prices and
trading volumes of the Boatmen's Common, reviewed prices and
premiums paid in comparable business combinations and conducted
such other financial studies, analyses and investigations as it
deemed appropriate. Donaldson, Lufkin & Jenrette also solicited
the interest of one other party in combining with the Companies, at
the request of the Boards of Directors of the Companies. See "THE
MERGERS -- Background."

In rendering its opinions, Donaldson, Lufkin & Jenrette relied
upon and assumed, without independent verification, the accuracy,
completeness and fairness of all of the financial and other
information that was available to it from public sources, provided
to it by the Companies and Boatmen's or otherwise reviewed by it.
With respect to the financial projections supplied to Donaldson,
Lufkin & Jenrette, it has assumed that they have been reasonably
prepared on the basis reflecting the best current available
estimates and judgments of the managements of the Companies and
Boatmen's as to the future operating and financial performance of
the Companies and Boatmen's, respectively. It did not make any
independent evaluation of the Companies' assets or liabilities nor
did it examine any individual loan credit files relating to the
mortgages serviced by the Companies. Further, Donaldson, Lufkin &
Jenrette has assumed that the allowances for losses for Boatmen's
and the Companies are in the aggregate adequate to cover all
losses. Its opinions are addressed to the aggregate consideration
to be received by the shareholders of the Companies, and it has not
been requested to address, and it has not addressed, the fairness
of the allocation of such consideration among such shareholders.
Its opinions are necessarily based on economic, market, financial
and other conditions as they exist on, and on the information made
available to it as of, the

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respective dates of its opinions. No limitations were imposed by the
Companies on Donaldson, Lufkin & Jenrette with respect to the scope of the
investigations made by Donaldson, Lufkin & Jenrette in rendering its
opinions.

Donaldson, Lufkin & Jenrette is an internationally recognized
investment banking firm and regularly engages in the valuation of
businesses and their securities in connection with mergers and
acquisitions. The Boards of Directors of the Companies selected
Donaldson, Lufkin & Jenrette to act as their financial advisor on
the basis of its international reputation.

A copy of the opinion of Donaldson, Lufkin & Jenrette, dated
the date of this Joint Proxy Statement/Prospectus, is attached
hereto as Appendix C, and the shareholders of the Companies are
advised to read such opinion in its entirety for information with
respect to the procedures followed, assumptions made and matters
considered by Donaldson, Lufkin & Jenrette in rendering such
opinion. The foregoing summary is not intended to be complete and
is qualified in its entirety by reference to such opinion.

Fees and Expenses. Pursuant to letter agreements dated as of
May 28, 1993 and May 31, 1994 between the Companies and Donaldson,
Lufkin & Jenrette, the Companies (i) paid Donaldson, Lufkin &
Jenrette a fee of $100,000, (ii) paid Donaldson, Lufkin & Jenrette
a fee of $350,000 upon the delivery of its opinion dated as of July
6, 1994 and (iii) will pay to Donaldson, Lufkin & Jenrette an
amount equal to 1% of the aggregate amount of consideration received by the
Company's shareholders less the $100,000 fee referred to in clause (i)
above. The fees described in clause (iii) are payable in cash upon
consummation of the Mergers. For purposes of calculating the fees described
in clause (iii), the value of Boatmen's Common issuable in the Mergers will
be based upon the last sales price for the Boatmen's Common on the
last trading day on Nasdaq prior to the consummation of the
Mergers. On the basis of an assumed value per share of Boatmen's
Common of $26.625, and assuming that 4,970,000 shares of
Boatmen's Common will be issued in the Mergers, the fee payable to
Donaldson, Lufkin & Jenrette pursuant to clause (iii) would be approximately
$1.22 million. Such fee may be higher or lower depending on the last
sales price of the Boatmen's Common and the number of such shares
actually issued in the Mergers. The Companies have also agreed to
reimburse Donaldson, Lufkin & Jenrette for all reasonable out-of-
pocket expenses (including reasonable fees and expenses of counsel)
and to indemnify Donaldson, Lufkin & Jenrette against certain
liabilities incurred in connection with its engagement. See "THE
MERGERS -- Fees and Expenses."

FORM AND EFFECT OF MERGERS

The Merger Agreement provides for the contemporaneous Merger
of each of the Acquisition Subs with one of the Companies. BBI One
will merge with and into B-M Homes; BBI Two will merge with and
into Macon; BBI Three will merge with and into Marbel; BBI Four
will merge with and into Margolin Appliance; BBI Five will merge
with and into Margolin Realty; BBI Six will merge with and into
National Builders; BBI Seven will merge with and into Arkansas
Home; BBI Eight will merge with and into National Home; and BBI
Nine will merge with and into National Home Mississippi. Each
Company will be the surviving corporation in the Merger in which it
is involved and will, following such Merger, become a direct
wholly-owned subsidiary of Boatmen's.

Boatmen's can, and has indicated that it would, terminate the
Merger Agreement if each Merger is not approved by the shareholders
of the respective Companies involved in the Mergers. See "THE
MERGERS -- Termination and Abandonment."

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CLOSING; EFFECTIVE TIME

The Closing of the Mergers and the other transactions
contemplated by the Merger Agreement will take place on the Closing
Date, which will occur, at Boatmen's election, on either (i) the
last business day of the month, or (ii) the first business day of
the month following the month during which all necessary regulatory
approvals and other consents required for consummation of the
Merger Agreement have been obtained and all waiting periods
required by law have expired (see "THE MERGERS -- Regulatory
Approvals") or on such other date after such date as to which the
parties may agree; provided, however, that if after the date on
which the last of the foregoing conditions is satisfied and before
the date described in (i) or (ii) above there occurs a record date
for the payment of a dividend or other distribution on Boatmen's
Common, then the Closing Date will be no later than such record
date. The "Effective Time" of any of the Mergers will be the
effective date of the articles of merger filed with the Secretary
of State of the applicable state of incorporation, which the
parties will use their best efforts to cause to occur on the
Closing Date.

Assuming that the Mergers are approved by the requisite votes
of the shareholders of the Companies and the other conditions to
the Mergers are satisfied or waived (where permissible), it is
anticipated that the Closing Date will occur during the first
quarter of 1995, but no assurance can be given that such timetable
will be met or that the conditions to the Mergers will be satisfied
or waived (where permissible).

NATIONAL MORTGAGE PARENTS MERGER CONSIDERATION

DEFINITION OF MERGER CONSIDERATION TERMS

The following terms are used in the Merger Agreement and
herein:

Base HLC Consideration. "Base HLC Consideration" means such
number of shares of Boatmen's Common as equals the quotient of A
divided by B, where A equals $5,640,000, and where B equals the
Boatmen's Closing Price.

HLC Adjustment. "HLC Adjustment" means, with respect to any
Home Loan Company, the quotient of A divided by B, where A equals
the aggregate amount (the "Cash Balance"), as of Closing, of such
Home Loan Company's cash and accounts or notes receivables from
National Service (with any accounts or notes payable to National
Service being a reduction of any such cash and accounts or notes
receivable); provided, however, that in no event will the aggregate
Cash Balances of all three Home Loan Companies exceed $1,300,000
(and in the event that the total Cash Balances exceed such amount,
then the Cash Balance of each Home Loan Company will be
proportionately reduced so that the total Cash Balances of all
three Home Loan Companies will equal $1,300,000), and where B
equals the Boatmen's Closing Price.

Gross NA Common Consideration. "Gross NA Common
Consideration" means such number of shares of Boatmen's Common as
equals the difference between A and B, where A equals 4,999,943,
and where B equals the Base HLC Consideration. The 4,999,943 number
reflects the issuance of 57 shares of Boatmen's Common in exchange
for the preferred stock of the National Mortgage Parents.

Applicable NA Adjustment. "Applicable NA Adjustment" means,
with respect to any National Mortgage Parent, the quotient of A
divided by B, where A equals the difference between X and Y, where
X equals the sum of (i) the amount of the accounts or notes
payable, if any, of such National Mortgage Parent due to National
Service as of the close of business on the business day immediately
preceding the Closing, (ii) the portion of the accounts or notes
payable, if any, to National Service as of the close of

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business on the business day immediately preceding the Closing, of any
Subsidiary Corporation (as defined below; see "-- Subsidiary Corporation")
allocable to such National Mortgage Parent's ownership interest (direct or
indirect) in such Subsidiary Corporation, (iii) the aggregate federal, state
and local tax (including but not limited to income, sales, use, transfer,
stamp and excise taxes) obligation or liability incurred (after taking
into account the appropriate utilization of any available net
operating loss carryforwards), if any, by such National Mortgage
Parent on account of or in connection with the Unrelated Assets/
Liabilities Transfer (as defined below; see "THE MERGERS -- Certain
Other Agreements of Companies -- Disposition of Unrelated Assets
and Liabilities") and the Equipment Transfer (as defined below; see
"THE MERGERS -- Certain Other Agreements of Companies --
Acquisition of Partnership Assets"), and (iv) the accounts
receivable of such National Mortgage Parent attributable to the
Split-Dollar Agreements (see "THE MERGERS -- Certain Other
Agreements of Companies -- Disposition of Unrelated Assets and
Liabilities"), and where Y equals the sum of (i) the accounts or notes
receivable of such National Mortgage Parent from National Service, if any, as
of the close of business on the business day immediately preceding the
Closing, (ii) the portion of the accounts or notes receivable of any
Subsidiary Corporation from National Service, if any, as of the close of
business on the business day immediately preceding the Closing, allocable to
such National Mortgage Parent's ownership interest (direct or indirect) in
such Subsidiary Corporation, (iii) an amount equal to the product of the
Alliance Percentage Interest (as defined below; see "-- Alliance
Percentage Interest") of such National Mortgage Parent, if any,
times the Net Alliance Real Estate Equity Value (as defined below;
see "THE MERGERS -- Certain Other Agreements of Companies --
Miscellaneous"), (iv) the amount of cash paid to and received by
such National Mortgage Parent at or prior to the Closing, if any,
as consideration for the Unrelated Assets/Liabilities Transfer (but
only to the extent that such cash is held by such National Mortgage
Parent as of the Closing as cash and is so reflected on its books
at such time), and where B equals $31.70; provided, however, that
in the event that the sum of the differences between X and Y, as
aforesaid, of all six National Mortgage Parents would be less than
the lesser of (a) the sum of Cash Balances of all three Home Loan
Companies and (b) $1,300,000 (the "HLC Cash Adjustment Amount"),
then such differences of each National Mortgage Parent shall be
appropriately and proportionately adjusted such that the sum of
such differences shall equal the HLC Cash Adjustment Amount.

Alliance Percentage Interest. "Alliance Percentage Interest"
means, with respect to any National Mortgage Parent, such
percentage as equals such National Mortgage Parent's percentage
ownership of the outstanding common stock of Alliance Realty
Company, a Tennessee corporation ("Alliance") (and where, for this
purpose, any shares of Alliance owned by a subsidiary of such
National Mortgage Parent will be deemed owned by such National
Mortgage Parent to the extent of its percentage ownership of such
subsidiary).

Subsidiary Corporation. "Subsidiary Corporation" means, with
respect to a specific National Mortgage Parent, any Corporation in
which such National Mortgage Parent owns, directly or indirectly
(through one or more other Corporations), common stock thereof.

NA COMMON MERGER CONSIDERATION

Pursuant to the Merger Agreement, the common stock of the six
National Mortgage Parents (other than shares any holders of which
have duly exercised and perfected their dissenters' rights under
the Tennessee Corporate Law) will be cancelled and converted, in
the Mergers involving the National Mortgage Parents, into the right
to receive, in the aggregate for all six National Mortgage Parents, such
number of shares of Boatmen's Common (together with the Boatmen's Rights
attached thereto) as equals the difference between X and Y, where
X equals the Gross NA Common Consideration, and where Y equals the
aggregate Applicable NA Adjustments for all six of the National
Mortgage Parents.

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From the NA Common Merger Consideration, Boatmen's will issue
and deliver to the Escrow Agent the Escrow Shares which will equal
either (i) 5%, if no holder of any preferred stock of any National
Mortgage Parent dissents from the Merger Agreement and the Merger
of any National Mortgage Parent and demands payment of fair value
of his or her preferred shares under the Tennessee Corporate Law, or
(ii) 7f any such holder(s) do so dissent, of, in either case,
the Total Consideration, and the balance of the NA Common Merger
Consideration (the "Net NA Common Merger Consideration") will be
issued to the holders of shares of common stock of each of the
National Mortgage Parents as provided in the Merger Agreement. See
"THE MERGERS -- Fractional Share Treatment" and "-- Exchange of
Stock Certificates." The purpose of the Escrow Agreement is to
provide a reserve from the NA Common Merger Consideration for the
satisfaction and payment of Claims. The Escrow Shares will be held
by the Escrow Agent and distributed in accordance with the Escrow
Agreement. See "THE ESCROW AGREEMENT."

Allocation of NA Common Merger Consideration

The NA Common Merger Consideration will be allocated, pursuant
to the Merger Agreement, among the six National Mortgage Parents so
that, for each National Mortgage Parent, each share of its common
stock issued and outstanding immediately prior to the Effective
Time will be cancelled and converted, in the Merger for such
National Mortgage Parent, into the right to receive such number of
shares of Boatmen's Common as equals, for such National Mortgage
Parent, the quotient of A divided by B, where A equals the
difference between X and Y, where X equals the percentage of the
Gross NA Common Consideration allocated to such National Mortgage
Parent under the Merger Agreement, and where Y equals the
Applicable NA Adjustment with respect to such National Mortgage
Parent, and where B equals the number of shares of common stock of
such National Mortgage Parent issued and outstanding immediately
prior to the Effective Time (the "NA Per Common Share Merger
Consideration"). The portion of the Gross NA Common Consideration
allocated to each National Mortgage Parent under the Merger
Agreement was determined by the parties based on a variety of
factors, including principally, each National Mortgage Parent's
ownership interest in National Mortgage.

From the aggregate NA Per Common Share Merger Consideration
for each National Mortgage Parent, Boatmen's will issue and deliver
to the Escrow Agent such portion of the Escrow Shares as equals the
total number of Escrow Shares multiplied by the percentage of the
Gross NA Common Consideration allocated to such National Mortgage
Parent under the Merger Agreement, rounded to the nearest whole
share, and the balance of the aggregate NA Per Common Share Merger
Consideration for such National Mortgage Parent, together with any
cash payment in lieu of a fractional share of Boatmen's Common as
provided in the Merger Agreement (the "Net NA Per Common Share
Merger Consideration"), will be issued to the holders of shares of
common stock of such National Mortgage Parent as provided in the
Merger Agreement. See "THE MERGERS -- Fractional Share Treatment"
and "-- Exchange of Stock Certificates" and "THE ESCROW AGREEMENT."

As described above, the amount of the NA Common Merger
Consideration will be determined, as of the Closing, based upon,
among other things, certain figures which are not available as of
the date of this Joint Proxy Statement/Prospectus. For example,
the amount of the Gross NA Common Consideration will be determined
based upon the difference between 4,999,943 and the Base HLC
Consideration (which is determined based upon the Boatmen's Closing
Price which is not determinable until the end of the fifth trading
day immediately preceding the date of the Closing), and the
aggregate Applicable NA Adjustments will be determined based upon,
among other things, (i) the amount of accounts/notes payable or
accounts/notes receivable, as the case may be, of the six National
Mortgage Parents and their subsidiaries due to or from, as the case
may be, National Service as of the close of business on the
business day immediately preceding the Closing, and (ii) the
aggregate federal, state and local tax obligation or liability
incurred (after taking into account the appropriate utilization of
any available net operating loss carryforwards), if any, by

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the National Mortgage Parents on account of or in connection with the
Unrelated Assets/Liabilities Transfer and the Equipment Transfer
(which are not expected to occur until the Closing). See "THE
MERGERS -- National Mortgage Parents Merger Consideration --
Definition of Merger Consideration Terms" and "-- Certain Other
Agreements of Companies -- Disposition of Unrelated Assets and
Liabilities" and "-- Acquisition of Partnership Assets."

As each shareholder of the National Mortgage Parents owns
approximately the same percentage interest of each of the six
National Mortgage Parents (but owns a different number of shares
of common stock in each) and since Boatmen's can, and has
indicated that it would, terminate the Merger Agreement if each
Merger is not approved by the shareholders of the respective
Company involved in the Merger, separate per share conversion
ratios for each of the six National Mortgage Parents as set forth
above are not necessary or meaningful. Therefore, the "BOATMEN'S/
NATIONAL MORTGAGE PARENTS SELECTED COMPARATIVE PER SHARE/PERCENTAGE OF
OWNERSHIP INTEREST DATA" set forth herein presents financial data on a
"per percentage of ownership interest" basis for all six National
Mortgage Parents.

NA PREFERRED MERGER CONSIDERATION

Pursuant to the Merger Agreement, (i) each share of preferred
stock, par value $.0001, of each of the six National Mortgage
Parents issued and outstanding immediately prior to the Effective
Time (other than shares any holders of which have duly exercised
and perfected their dissenters' rights under the Tennessee
Corporate Law) will be cancelled and converted, in the applicable Merger
involving the National Mortgage Parents, into the right to receive .0001
of a share of Boatmen's Common (together with any Rights attached
thereto), subject to the provisions of the Merger Agreement
concerning the treatment of fractional shares, and (ii) each share
of class B preferred stock, no par value, of Macon issued and
outstanding immediately prior to the Effective Time (other than
shares any holders of which have duly exercised and perfected their
dissenters' rights under the Tennessee Corporate Law) will be
cancelled and converted, in the Macon Merger, into the right to
receive .000165 of a share of Boatmen's Common (together with the
Boatmen's Rights attached thereto), subject to the provisions of
the Merger Agreement concerning the treatment of fractional shares.
See "THE MERGERS -- Fractional Share Treatment."

NA Preferred Merger Consideration

- ------------------------------------------------------------------------------------------------
NUMBER OF SHARES OF SHARES OF BOATMEN'S COMMON
PREFERRED STOCK TO BE RECEIVED PER
COMPANY ISSUED AND OUTSTANDING SHARE OF PREFERRED STOCK<F1>
- ------------------------------------------------------------------------------------------------

B-M Homes 158,222 .0001
- ------------------------------------------------------------------------------------------------
Macon
- ------------------------------------------------------------------------------------------------
Class A Preferred 160,264 .0001
- ------------------------------------------------------------------------------------------------
Class B Preferred 64,571 .000165
- ------------------------------------------------------------------------------------------------
Marbel 1,256 .0001
- ------------------------------------------------------------------------------------------------
Margolin Appliance 68,750 .0001
- ------------------------------------------------------------------------------------------------
Margolin Realty 19,652 .0001
- ------------------------------------------------------------------------------------------------
National Builders 157,745 .0001
- ------------------------------------------------------------------------------------------------
<FN>
- ------------------------------
<F1> Boatmen's will not issue fractional shares in the Mergers. See "THE MERGERS -- Fractional
Share Treatment -- Preferred Fractional Interest."

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HOME LOAN COMPANIES MERGER CONSIDERATION

Pursuant to the Merger Agreement, the common stock of the
three Home Loan Companies (other than shares any holders of which
have duly exercised and perfected their dissenters' rights under
the applicable corporate law) will be cancelled and converted, in
the Home Loan Company Mergers, into the right to receive, in the
aggregate, such number of shares of Boatmen's Common (together with
the Boatmen's Rights attached thereto) as equals the sum of the
Base HLC Consideration and the HLC Adjustment for all three Home
Loan Companies.

ALLOCATION OF HLC MERGER CONSIDERATION

The HLC Merger Consideration will be allocated, pursuant to
the Merger Agreement, among the three Home Loan Companies so that,
for each Home Loan Company, each issued and outstanding share of
its common stock will be cancelled and converted, in the Merger for
such Home Loan Company, into the right to receive such number of
shares of Boatmen's Common as equals, for such Home Loan Company,
the quotient of A divided by B, where A equals the sum of (i) the
percentage of the Base HLC Consideration allocated to such Home
Loan Company under the Merger Agreement and (ii) the HLC Adjustment
with respect to such Home Loan Company, and where B equals the
number of shares of common stock of such Home Loan Company issued
and outstanding immediately prior to the Effective Time (the "HLC
Per Share Merger Consideration"). The portion of the Base HLC
Merger Consideration allocated to each Home Loan Company under the
Merger Agreement was determined by the parties based upon a variety
of factors, including principally, the relative size and financial
condition of each Home Loan Company. Boatmen's will not issue
fractional shares in the Mergers. See "THE MERGERS -- Fractional
Share Treatment."

As described above, the amount of the HLC Merger Consideration
will be determined, as of the Closing, based upon certain figures
which are not available as of the date of this Joint Proxy
Statement/Prospectus. For example, the amount of the Base HLC
Consideration will be determined based upon the Boatmen's Closing
Price (which is not determinable until the end of the fifth trading
day immediately preceding the date of the Closing), and the HLC
Adjustment will be determined based upon the aggregate amount of
the Cash Balance, as of Closing, of each Home Loan Company (which
is each Home Loan Company's cash and accounts/notes receivables
from National Service (with any accounts/notes payable to National
Service being a reduction of any such cash and accounts or notes
receivable)). See "THE MERGERS -- Definition of Merger
Consideration Terms."

As each shareholder of the Home Loan Companies owns 20% of
each of the three Home Loan Companies (but owns a different number
of shares of common stock in each) and since Boatmen's can, and has
indicated that it would, terminate the Merger Agreement if each
Merger is not approved by the shareholders of the respective
Company involved in the Merger, separate per share conversion
ratios for each of the three Home Loan Companies are not necessary
or meaningful. Therefore, the "BOATMEN'S/HOME LOAN COMPANIES
SELECTED COMPARATIVE PER SHARE/PERCENTAGE OF OWNERSHIP INTEREST
DATA" set forth herein presents financial data on a "per percentage
of ownership interest" basis for all three Home Loan Companies.

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FRACTIONAL SHARE TREATMENT

GENERAL

No fractional share of Boatmen's Common will be issued
pursuant to the Merger Agreement and, in lieu thereof, any holder
of common or preferred stock of any Company who would otherwise be
entitled to a fractional share interest in Boatmen's Common
pursuant to the respective Merger of such Company will have the
right to receive the whole share(s) of Boatmen's Common or cash as
provided below.

PREFERRED FRACTIONAL INTEREST

Any fractional share interest in Boatmen's Common otherwise
resulting from the conversion of any holder's preferred stock of
any National Mortgage Parent pursuant to the respective Merger of
such National Mortgage Parent (a "Preferred Fractional Interest")
will be aggregated with the Preferred Fractional Interests of such
holder with respect to all the National Mortgage Parents and there
will be issued by Boatmen's in exchange therefor any whole number of
shares of Boatmen's Common as may result from such aggregation, but in
no event less than a minimum of one whole share of Boatmen's Common,
and in lieu of any excess remaining Preferred Fractional Interest (in
addition to such minimum whole share or greater aggregate number of
whole shares of Boatmen's Common to which such holder is so entitled)
such holder will be paid an amount in cash equal to the product of
such excess Preferred Fractional Interest and the closing price of a
share of Boatmen's Common on Nasdaq on the trading day immediately
preceding the Closing Date (the "Fractional Share Value").

COMMON FRACTIONAL INTEREST

Any fractional share interest in Boatmen's Common otherwise
resulting from the conversion of any holder's common stock of any
Company pursuant to the respective Merger of such Company (a
"Common Fractional Interest") will be aggregated with the Common
Fractional Interests of such holder with respect to all the
Companies and there will be issued by Boatmen's in exchange
therefor any whole number of shares of Boatmen's Common as may
result from such aggregation, and in lieu of any excess remaining
Common Fractional Interest (in addition to any such aggregate
number of whole shares of Boatmen's Common to which such holder is
so entitled) such holder will be paid an amount in cash equal to
the product of such excess Common Fractional Interest and the
Fractional Share Value.

ADJUSTMENT OF BOATMEN'S COMMON

The Merger Agreement provides that, if between the date
thereof and the Closing Date a share of Boatmen's Common is changed
into a different number of shares of Boatmen's Common or a
different class of shares by reason of reclassification,
recapitalization, splitup, exchange of shares or readjustment, or
if a stock dividend, non-cash distribution or other extraordinary
distribution thereon is declared with a record or effective date
within such period, then the number of shares of Boatmen's Common
to be issued and delivered to the shareholders of the Companies and
the Escrow Agent pursuant to the Merger Agreement and the Escrow
Agreement will be appropriately and proportionately adjusted so
that each such person will be entitled to receive such number of
shares of Boatmen's Common as such person would have received
pursuant to such reclassification, recapitalization, splitup,
exchange of shares or readjustment or as a result of such stock
dividend, non-cash distribution or other extraordinary distribution
had the record or effective date therefor been immediately
following the Closing Date. In addition, if between the date of
the Merger

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Agreement and the Closing Date, Boatmen's consolidates
with or is merged with or into any other corporation (a "Business
Combination") and the terms thereof provide that Boatmen's Common
will be converted into or exchanged for the shares of any other
corporation not controlled by Boatmen's, then provision will be
made as part of the terms of such Business Combination so that
shareholders of the Companies and the Escrow Agent who will be
entitled to receive shares of Boatmen's Common pursuant to the
Merger Agreement and the Escrow Agreement will be entitled to
receive, in lieu of each share of Boatmen's Common issuable to such
shareholders and the Escrow Agent as provided therein and in the
Escrow Agreement, the same kind and amount of securities or assets
as will be distributable upon such Business Combination with
respect to one share of Boatmen's Common.

CONVERSION OF SHARES; EXCHANGE OF CERTIFICATES

CONVERSION OF NATIONAL MORTGAGE PARENTS SHARES

At the Effective Time, all of the issued and outstanding
shares of common stock and preferred stock of the National Mortgage
Parents (other than any shares held by dissenting holders), by
virtue of the Mergers and without any action on the part of the
holders thereof, will no longer be outstanding and will be canceled
and retired and will cease to exist. After the Effective Time, each
holder of any certificate or certificates (other than any shares held
by dissenting holders) which immediately prior to the Effective Time
represented outstanding shares of common stock of the National
Mortgage Parents (the "NA Common Certificates") will thereafter cease
to have any rights with respect to such shares, except the right of
such holder to receive, without interest, such holder's proportionate
share of the Net NA Common Merger Consideration, the dividends and
other distributions, if any, pursuant to the Merger Agreement and such
holder's beneficial interest in the Escrow Shares upon the surrender
of such NA Common Certificates as described below under "-- Exchange
of Certificates." After the Effective Time, each holder of any
certificate or certificates (other than any shares held by
dissenting holders) which immediately prior to the Effective Time
represented outstanding shares of preferred stock of the National
Mortgage Parents (the "NA Preferred Certificates") will thereafter
cease to have any rights with respect to such shares, except the
right of such holder to receive, without interest, such holder's
proportionate share of the NA Preferred Merger Consideration and
the dividends and other distributions, if any, pursuant to the
Merger Agreement upon the surrender of such NA Preferred
Certificates as described below.

CONVERSION OF HOME LOAN COMPANIES SHARES

At the Effective Time, all of the issued and outstanding
shares of common stock of the Home Loan Companies (other than
shares held by any dissenting holders), by virtue of the HLC
Mergers and without any action on the part of the holders thereof,
will no longer be outstanding and will be canceled and retired and
will cease to exist, and each holder of any certificate or
certificates (other than shares held by any dissenting holders)
which immediately prior to the Effective Time represented shares of
common stock of the Home Loan Companies (the "HLC Certificates")
will thereafter cease to have any rights with respect to such
shares, except the right of such holders to receive, without
interest, such holder's proportionate share of the HLC Merger
Consideration and the dividends and other distributions, if any,
pursuant to the Merger Agreement upon the surrender of such HLC
Certificates as described below under " -- Exchange of
Certificates."

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EXCHANGE OF CERTIFICATES

As soon as practicable after the Effective Time, Boatmen's
Trust Company (the "Exchange Agent") will mail to each record
holder of NA Common Certificates, NA Preferred Certificates and HLC
Certificates (collectively, the "Certificates") a letter of
transmittal (each such letter, the "Merger Letter of Transmittal")
and instructions for use in effecting the surrender of the
Certificates in exchange for such holder's proportionate share of
the aggregate net merger consideration due to such holder under the
Merger Agreement. The Merger Letter of Transmittal will specify
that delivery will be effected, and risk of loss and title to the
Certificates will pass, only upon proper delivery of the
Certificates to the Exchange Agent and will be in such form and
have such other provisions as Boatmen's may reasonably specify.

Upon surrender to the Exchange Agent of a Certificate,
together with a Merger Letter of Transmittal duly executed and any
other required documents, the holder of such Certificate will be
entitled to receive in exchange therefor solely such holder's
proportionate share of the aggregate net merger consideration
(without interest) due to such holder under the Merger Agreement
and the dividends and other distributions, if any, pursuant to the
Merger Agreement. No dividends or distributions that are otherwise
payable on shares of Boatmen's Common constituting part of any
merger consideration under the Merger Agreement will be paid to
persons entitled to receive such shares of Boatmen's Common until
such persons surrender their Certificates. Upon such surrender, there
shall be paid to the person in whose name the shares of Boatmen's
Common will be issued any dividends or distributions which will have
become payable with respect to such shares of Boatmen's Common
(without interest and subject to any applicable withholding requirements),
between the Effective Time and the time of such surrender. SHAREHOLDERS OF
THE COMPANIES ARE REQUESTED NOT TO SURRENDER THEIR CERTIFICATES FOR
EXCHANGE UNTIL SUCH MERGER LETTER OF TRANSMITTAL AND INSTRUCTIONS ARE
RECEIVED.

CONDUCT OF BUSINESS PENDING MERGERS; DIVIDENDS

Pursuant to the Merger Agreement, each Company has agreed to,
and the Companies have agreed to cause National Mortgage and each
other Corporation to, carry on after the date of the Merger
Agreement its respective business and the discharge or incurrence
of its respective obligations and liabilities, only in the usual,
regular and ordinary course of business as conducted prior to the
date of the Merger Agreement. See "THE MERGERS -- Certain Other
Agreements of Companies -- Business in Ordinary Course."

The Merger Agreement provides that no Corporation may declare
or pay any dividend or make any other distribution to its
respective shareholders, whether in cash, stock or other property
(except to the extent contemplated by the Asset/Liability Transfer
Agreement and the Split Dollar Agreements and except for actions
necessary to maintain the aggregate amount of cash and net
receivables from National Service of the Home Loan Companies at no
more than $1,300,000). See "THE MERGERS -- Certain Other
Agreements of Companies -- Disposition of Unrelated Assets and
Liabilities."

CONDITIONS TO CONSUMMATION OF MERGERS

CONDITIONS TO EACH PARTIES' OBLIGATIONS

Boatmen's and the Companies' obligations to effect the Mergers
under the Merger Agreement are each subject to the satisfaction
(or, where permissible, waiver by Boatmen's or the Companies, as
the case

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may be), at or prior to the Closing Date, of the following
conditions: (i) the other parties will have performed and complied
in all material respects with all of their obligations and
agreements required to be performed prior to the Closing Date under
the Merger Agreement; (ii) no order, injunction, or other legal
restraint or prohibition preventing the consummation of the Merger
Agreement will be in effect (or proceeding seeking the same
pending) and no action will have been taken, or any statute, rule,
regulation or order enacted, entered, enforced or deemed applicable
to the transactions contemplated by the Merger Agreement which
makes the consummation of the Merger Agreement illegal; (iii) all
necessary regulatory approvals, consents, authorizations and other
approvals (including the requisite approval of the Merger Agreement
and the transactions contemplated thereby by the shareholders of
each Company) required by law for consummation of the Merger
Agreement will have been obtained and all waiting periods required
by law will have expired; (iv) each party will have received all
required documents under the Merger Agreement (all in form and
substance reasonably satisfactory to such party) from the other
party (and, in the case of Boatmen's, also from National Service);
and (v) the Registration Statement relating to the Boatmen's Common
to be issued pursuant to the Mergers will have become effective,
and no stop order suspending the effectiveness of the Registration
Statement will have been issued and no proceedings for that purpose
will have been initiated or threatened by the SEC.

ADDITIONAL CONDITIONS TO BOATMEN'S OBLIGATIONS

Boatmen's obligations to effect the Mergers under the Merger
Agreement are further subject to the satisfaction (or, where
permissible, waiver by Boatmen's), at or prior to the Closing Date,
of the following additional conditions: (i) the representations and
warranties made in the Merger Agreement relating to the
Corporations and National Service (a) that are therein qualified as
to materiality will be true on and as of the Closing Date with the
same effect as though such representations and warranties had been
made or given on and as of the Closing Date, or (b) that are not
therein qualified with respect to materiality will be true in all
material respects on and as of the Closing Date with the same
effect as though such representations and warranties had been made
or given on and as of the Closing Date; (ii) if all materiality
qualifications to the representations and warranties made in the
Merger Agreement relating to the Corporations are disregarded, the
collective effect of all breaches of such unqualified
representations and warranties will not constitute a Material
Adverse Effect on the Companies; (iii) Boatmen's will have received
an opinion letter, dated as of the Closing Date, from Ernst & Young
LLP, its independent public accountants, to the effect that the
transactions contemplated by the Merger Agreement will qualify for
pooling of interests accounting treatment if closed and consummated
in accordance with the Merger Agreement (provided that such opinion
letter need not be received by Boatmen's as aforesaid if Ernst &
Young LLP is unable to render such opinion solely because of the
occurrence of a Business Combination) (see "THE MERGERS --
Accounting Treatment"); (iv) Boatmen's will have received from its
counsel, Lewis, Rice & Fingersh, L.C., an opinion to the effect that if
the Mergers are consummated in accordance with the terms set forth
in the Merger Agreement (a) each such Merger will constitute a
reorganization within the meaning of Section 368(a) of the Code,
(b) no gain or loss will be recognized by any Acquisition Sub upon
the transfer of substantially all of its assets to the Company into
which it is merging in exchange solely for the common stock of the
Company into which it is merging and the assumption by the Company
into which it is merging of any liabilities of such Acquisition
Sub, and (c) no gain or loss will be recognized by any Company upon
the receipt of substantially all of the assets of the Acquisition
Sub with which it is merging in exchange for such Company's common
stock (see "THE MERGERS -- Federal Income Tax Consequences");
(v) the Companies or National Mortgage shall have received all
Permits required pursuant to the Merger Agreement (as used in the
Merger Agreement "Permit" means all Licenses, permits, orders,
consents, approvals, registrations, authorizations, qualifications
and filings with and under all federal, state, local or foreign
laws and governmental or regulatory bodies and all industry or
other nongovernmental self-regulatory

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organizations except that the term does not include the prior approval
of the Federal Reserve Board, any filings to be made with the DOJ
pursuant to the HSR Act, and any filings to be made with and
declarations of effectiveness or other orders to be obtained from the
SEC, any state blue sky authorities and Nasdaq in connection with the
registration and listing of Boatmen's Common to be issued pursuant to
the Merger Agreement); (vi) the aggregate principal amount of the
Mortgage Servicing Portfolio will not be less than $10,000,000,000
(provided that the fact that the Mortgage Servicing Portfolio is
greater than such amount as of Closing will not be deemed to create
any inference or presumption that a Material Adverse Change in the
Companies could not have occurred); (vii) certain agreements
identified in the Merger Agreement (the "Related Agreements") will
be in full force and effect; (viii) certain NMC Affiliate
Agreements (as defined below; see "THE MERGERS -- Representations
and Warranties of Parties -- Companies") identified in the Merger
Agreement, and any other NMC Affiliate Agreement which is specified
in a written notice given by Boatmen's to the Companies within 30
days after the date of the Merger Agreement, will have been
terminated and canceled without obligation to any Corporation and,
at Boatmen's election, new agreements or arrangements with respect
to the subject matter thereof will have been entered into with the
NMC Affiliate which was the party to such terminated NMC Affiliate
Agreement, or such NMC Affiliate Agreement will have been replaced
with an agreement with another party, on such arms-length, market
terms and provisions as are acceptable to Boatmen's in its
reasonable discretion; (ix) the total costs, expenses and
fees incurred by the Corporations in connection with the Merger
Agreement and the transactions contemplated thereby will not exceed
the sum of $3,400,000 (it being understood and agreed by the
parties that (a) NMC Affiliates, or other third persons, may pay
any portion of such costs or expenses or reimburse the Corporations
therefor in order to cause this condition to Boatmen's obligations
to be satisfied, and (b) the costs, expenses and fees incurred in
connection with obtaining environmental investigations and Permits
pursuant to the Merger Agreement (see "THE MERGERS -- Certain Other
Agreements of Companies -- Environmental Inspections" and "--
Permits") will not be applied against the $3,400,000 amount);
(x) no shareholder of any National Mortgage Parent will have
demanded payment of fair value of his or her shares of common stock
of such National Mortgage Parent under the Tennessee Corporate Law
unless such shareholder will have made such demand with respect to
his or her shares in all National Mortgage Parents of which such
person is a shareholder (see "THE MERGERS -- Dissenters' Rights");
and (xi) no shareholder of any National Mortgage Parent will have
demanded payment of fair value of his or her shares of preferred
stock of such National Mortgage Parent under Tennessee Corporate
Law (see "THE MERGERS -- Dissenters' Rights").

ADDITIONAL CONDITIONS TO COMPANIES' OBLIGATIONS

The Companies' obligations to effect the Mergers under the
Merger Agreement are further subject to the satisfaction (or, where
permissible, waiver by the Companies), at or prior to the Closing
Date, of the following additional conditions: (i) the
representations and warranties made in the Merger Agreement
relating to Boatmen's (a) that are therein qualified as to
materiality will be true on and as of the Closing Date with the
same effect as though such representations and warranties had been
made or given on and as of the Closing Date, or (b) that are not
therein qualified with respect to materiality will be true in all
material respects on and as of the Closing Date with the same
effect as though such representations and warranties had been made
or given on and as of the Closing Date; (ii) if all materiality
qualifications to the representations and warranties made in the
Merger Agreement relating to Boatmen's are disregarded, the
collective effect of all breaches of such unqualified
representations and warranties will not constitute a Material
Adverse Effect on Boatmen's; (iii) the Companies will have received
from Andrews & Kurth L.L.P., special tax counsel to the Companies,
an opinion to the effect that if the Mergers are consummated in
accordance with the terms set forth in the Merger Agreement,
(a) each such Merger will constitute a reorganization within the
meaning of Section 368(a) of the Code; (b) no gain or loss will be
recognized by

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the holders of shares of common stock of any Company as a
result of the exchange of such shares for Boatmen's Common
(except for cash received in lieu of fractional shares); (c) the
basis of shares of Boatmen's Common received by such holders will
be the same as the basis of the shares of stock exchanged therefor;
and (d) the holding period of the shares of Boatmen's Common
received by such holders will include the holding period of the
shares of stock exchanged therefor, provided such shares were held
as capital assets as of the Effective Time (see "THE MERGERS --
Federal Income Tax Consequences"); and (iv) the Companies will have
received from their financial advisor, Donaldson, Lufkin &
Jenrette, the reaffirmation of the opinion of such financial
advisor, originally rendered and delivered to the Companies at the
meetings of the Boards of Directors of the Companies at which the
Merger Agreement was approved by such Boards of Directors, to the
effect that the transaction contemplated thereby is fair to the
Companies and their shareholders from a financial point of view,
which such reaffirmation of such opinion shall be dated as of or
shortly prior to the date of this Joint Proxy Statement/Prospectus
(see "THE MERGERS -- Opinion of Companies' Financial Advisor"); and
(v) the shares of Boatmen's Common to be issued pursuant to the
Merger Agreement will have been approved for listing on Nasdaq.

REGULATORY APPROVALS

The Mergers are subject to the prior approval of the Federal
Reserve Board and notice to and filings with the DOJ under the HSR
Act. Boatmen's filed an application for the required regulatory approval
from the Federal Reserve Board on October 6, 1994 and submitted notice to
and filings with the DOJ on October 7, 1994. The Federal Reserve Board
approved the application on December 5, 1994.

National Mortgage is licensed in various states in order to
engage in the business of mortgage banking. Certain of such states
require that any proposed change in control of the licensed entity
be approved by such licensing authority. National Mortgage has obtained
such prior approval where necessary. Boatmen's obligation to consummate the
Mergers is subject to receipt of all such Permits which are material to
consummation of the transactions contemplated by the Merger Agreement.

TERMINATION OR ABANDONMENT

The Merger Agreement may be terminated at any time prior to
the Effective Time: (i) by either party if the Closing Date does
not occur on or prior to July 7, 1995; (ii) by the mutual written
agreement of the parties at any time prior to the Closing Date
(regardless of whether approval of the Merger Agreement and the
transactions contemplated thereby by the shareholders of any
Company shall have been previously obtained); (iii) in the event
that there is (a) a material breach in any of the representations
and warranties of any Company or National Service, on the one hand,
or Boatmen's, on the other hand, that is not qualified as to
materiality, (b) a breach in any of the representations and
warranties of any Company or National Service, on the one hand, or
Boatmen's, on the other hand, that is qualified as to materiality
or (c) a failure to comply in any material respect with any
agreements of any Company or National Service, on the one hand, or
Boatmen's, on the other hand, which breach, in each case, is not
cured within twenty days after notice to cure such breach is given
to the breaching party by the non-breaching party, then the non-
breaching party, regardless of whether approval of the Merger
Agreement and the transactions contemplated thereby shall have been
previously obtained from the shareholders of the Companies, may
terminate and cancel the Merger Agreement by providing written
notice of such action to the other party or parties hereto; (iv) by
Boatmen's if certain reports of environmental inspection on the
real properties of the Corporations to be obtained pursuant to the
Merger Agreement should disclose any contamination or presence of
hazardous

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wastes, the estimated clean up or other remedial cost of
which exceeds $3,000,000; (v) by either party, regardless of
whether approval of the Merger Agreement and the transactions
contemplated thereby shall have been previously obtained from the
shareholders of any Company, in the event that any of the
conditions to its obligations are not satisfied or waived on or
prior to the Closing Date (and not cured within any applicable cure
period); (vi) by Boatmen's if any regulatory application filed
pursuant to the Merger Agreement or any Permit sought pursuant to
the Merger Agreement which is material to the consummation of the
transactions contemplated by the Merger Agreement is finally
denied, disapproved or not issued or granted by the respective
regulatory authority or agency; (vii) by either party if the Merger
Agreement and the transactions contemplated thereby are not
approved by a vote of at least 75% of the outstanding common shares
(voting separately as classes) and 75% of the outstanding shares of
any class of preferred stock of each National Mortgage Parent and
a vote of at least 75% of the outstanding common shares of each
Home Loan Company at the Special Meetings; (viii) by Boatmen's in
the event that any Corporation becomes a party or subject to any
material regulatory enforcement action or administrative, civil or
criminal proceeding with any Agency or other governmental or
regulatory authority after the date of the Merger Agreement;
(ix) by Boatmen's if the Related Agreements are not executed by the
appropriate persons and the originals or photocopies thereof, as
appropriate, delivered to Boatmen's within 45 days after the date
of the Merger Agreement (provided in the case of the New Leases and
the Alliance Building Agreements (a) such date will be 60 days after
the date of the Merger Agreement and (b) that Boatmen's has not
breached its agreement under the Merger Agreement to negotiate
and enter into such documents in good faith); (x) by Boatmen's
during the five business day period after it receives from the
Companies, pursuant to the Merger Agreement, the National Mortgage
Financial Statements, if Boatmen's, in its sole and absolute
discretion, is not satisfied therewith; and (xi) by the Companies if
both of the following conditions are satisfied: (a) the Boatmen's
Average Price is less than $27.20; and (b) the number obtained by
dividing the Boatmen's Average Price by $31.31 (the closing price of
Boatmen's Common, as reported on Nasdaq on May 5, 1994), is less than
the number obtained by dividing the Final Index Price by the Initial
Index Price and subtracting 0.15 from such quotient.

TERMINATION FEES

SHAREHOLDER APPROVAL DENIAL

Pursuant to the Merger Agreement, if the Merger Agreement and
the transactions contemplated thereby are not approved by the
requisite vote of the shareholders of the Companies, the Companies
will be obligated, jointly and severally, to pay to Boatmen's the
sum of $2,500,000.

OCCURRENCE OF TRIGGERING EVENT

Pursuant to the Merger Agreement, upon the occurrence of a
Triggering Event after the termination of this Agreement pursuant
to Section 10.01(a) (termination by Boatmen's on account of
breaches of representations and warranties), 10.01(b) (termination
by Boatmen's on account of Material Adverse Effect on the
Companies), 10.01(c) (termination by Boatmen's on account of
material breach by the Companies or National Service of any of
their obligations and agreements required to be performed under the
Merger Agreement), 10.01(f) (termination by Boatmen's on account of
the Companies' or National Service's failure to provide documents
required under the Merger Agreement), 10.01(g) (termination by
Boatmen's on account of the failure of Ernst & Young LLP to provide
an opinion letter to the effect that the transactions contemplated
by the Merger Agreement qualify for pooling of interests accounting
treatment under Accounting Principles Board Opinion No. 16;
provided the failure to obtain such opinion results from any action
or failure to act of the Companies, any other Corporation, or any
NMC Affiliate after the date of the

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Merger Agreement), 10.01(l) (termination by Boatmen's on account of
the failure of the Related Agreements to be in full force and effect
as of the Closing Date; other than the failure of the Escrow Agent to
execute the Escrow Agreement), 10.01(m) (termination by Boatmen's on
account of the failure of certain NMC Affiliate Agreements to be
terminated and canceled without obligation to any Corporation),
10.01(n) (termination by Boatmen's on account of the total costs,
expenses and fees incurred by the Corporations in connection with the
Merger Agreement and the transactions contemplated thereby exceeding
the sum of $3,400,000), 10.01(o) (termination by Boatmen's on account
of any shareholder of any National Mortgage Parent having demanded
payment of fair value of his or her shares of common stock of such
National Mortgage Parent under the Tennessee Corporate Law but not
with respect to his or her shares in all National Mortgage Parents
of which such person is a shareholder), 10.01(p) (termination by
Boatmen's on account of any shareholder of any National Mortgage
Parent having demanded payment of fair value of his or her shares
of preferred stock of such National Mortgage Parent under Tennessee
Corporate Law), 11.02 (termination by Boatmen's on account of any
material breach of a representation, warranty or agreement by the
Companies or National Service), 11.06 (termination by Boatmen's on
account of the failure of the shareholders of each of the Companies
to approve the Merger Agreement by the requisite vote) or 11.12
(termination by Boatmen's on account of the failure of the Related
Agreements to be executed within the time periods provided therefor in
the Merger Agreement, other than the failure of the Escrow Agent to
execute the Escrow Agreement), the Companies thereupon shall be
obligated, jointly and severally, to pay to Boatmen's the additional
sum of Two Million Five Hundred Thousand Dollars ($2,500,000).

The term "Triggering Event" means the consummation of any
Superior Transaction announced within twelve months after the date
of the Merger Agreement and consummated within 24 months after the
date of the Merger Agreement.

SUPERIOR TRANSACTIONS

The Merger Agreement provides that if, prior to the approval
of the Merger Agreement by the shareholders of the Companies at the
Special Meetings and without causing a breach of the Merger
Agreement, any one or more of the Companies or National Mortgage
enters into an agreement with any person not a party thereto which,
if consummated in accordance with its terms, would constitute a
Superior Transaction, the Companies may terminate the Merger
Agreement effective immediately upon written notice to Boatmen's;
provided, however, that within ten business days of any termination
pursuant to the foregoing provisions, the Companies will, jointly
and severally, pay to Boatmen's the sum of $5,000,000. The
provision described above is be an alternative to, and not in
addition to, the other termination fees described above under "THE
MERGERS -- Termination Fees."

DISSENTERS' RIGHTS

The shareholders of the Companies will have the right to
dissent from the Mergers in accordance with applicable laws. The
rights of shareholders of the National Mortgage Parents and
National Builders, each of which are Tennessee corporations, who
choose to dissent from a Merger involving one or more of such
Companies are governed by Sections 48-23-101 through 48-23-302 of
the Tennessee Corporate Law, a copy of which is attached hereto as
Appendix F. The rights of shareholders of Arkansas Home, which is
an Arkansas corporation, who choose to dissent from the Arkansas
Home Merger are governed by Sections 4-27-1301 through 4-27-1331 of
the Arkansas Corporate Law, a copy of which is attached hereto as
Appendix G. The rights of shareholders of National Home
Mississippi, which is a Mississippi corporation,

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who choose to dissent from the National Home Mississippi Merger are
governed by Sections 79-4-13.01 through 79-4-13.31 of the Mississippi
Law, a copy of which is attached hereto as Appendix H. The foregoing
portions of the Tennessee Corporate Law, the Arkansas Corporate Law
and the Mississippi Law, which are similar and apply in the same
manner to each Company, are referred to herein collectively as the
"Dissenters' Rights Law."

The Dissenters' Rights Law provides that a Company shareholder
who wishes to assert dissenters' rights must deliver to the Company
a written notice indicating the shareholder's intent to demand
payment for his or her shares of Company stock. This notice must
be delivered to the Company before the vote is taken at the Special
Meetings and the shareholder must not vote in favor of approving
the Merger Agreement. A shareholder who fails to deliver the
notice or refrain from voting in favor of approving the Merger
Agreement is not entitled to payment for his or her shares under
the Dissenters' Rights Law. A shareholder who fails to vote will
not be deemed, solely by reason of not voting, to have waived any
right to payment under the Dissenters' Rights Law. A vote against
the Mergers will not, however, be deemed to satisfy the notice
requirements under the Dissenters' Rights Law.

Following the Special Meetings, the Company must deliver a
written dissenters' notice to all shareholders who notified the
Company that they intended to demand payment for their shares and
who did not vote in favor of the Merger Agreement. This
dissenters' notice must be sent no later than ten days after
shareholder approval of the Merger Agreement is received and must:
(i) state where the payment demand must be sent and where and when
certificate(s) for shares of stock must be deposited; (ii) supply a form
for demanding payment for the shares that includes the date of the first
announcement to the news media or to shareholders of the terms of the
proposed Merger and requires that the person asserting dissenters' rights
certify whether or not the person acquired beneficial ownership of the
shares before that date; (iii) set a date by which the Company must receive
the payment demand which must be between 30 and 60 days after the
dissenters' notice is delivered; and (iv) be accompanied by a copy of the
Dissenters' Rights Law governing dissenters' rights. A dissenting
shareholder must demand payment, certify whether beneficial
ownership of the share was acquired before the date set forth in
the dissenters' notice and deposit his stock certificates in
accordance with the terms of such notice. A shareholder who
demands payment and deposits stock certificates in accordance with
the terms of the dissenters' notice retains all other rights as a
shareholder until the rights are canceled or modified by the
effectuation of the Merger. A shareholder who fails to demand
payment or deposit stock certificates as required by the
dissenters' notice by the respective dates set forth therein is not
entitled to payment for his or her shares.

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

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be accompanied by a statement of the Company's estimate of value, an
explanation of how the interest was calculated and a statement of the
dissenting shareholder's right to demand payment under the Dissenters'
Rights Law.

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

If a demand for payment by a dissenting Company shareholder
under the Dissenters' Rights Law remains unsettled within 60 days
after the Company's receipt of the payment demand, the Company must
commence a proceeding and petition the court to determine the fair
value of the shares. If such a proceeding is not commenced within
the 60 day period, the Company must pay each dissenting shareholder
whose demand remains unsettled the amount demanded. All dissenting
shareholders whose demands remain unsettled must be made parties to the
proceeding and must be served with a copy of the petition. The court may
appoint one or more persons as appraisers to receive evidence and recommend
a decision on the question of fair value. In any such proceeding, each
dissenting shareholder made a party is entitled to a judgment in the amount
of the difference between the fair value found by the court and the amount
paid by the Company, plus interest on such difference; or the fair value,
plus accrued interest, of the dissenting shareholder's shares for which the
Company elected to withhold payment, in the case of a Post-Announcement
Shareholder. The court in an appraisal proceeding has the authority to
determine and assess the costs of the proceeding, including the compensation
and expenses of court-appointed appraisers, in such amounts and against
such parties as it deems equitable. The court may also assess fees
and expenses of counsel and experts for the parties against the
Company if the court finds that the Company did not substantially
comply with the requirements of the Dissenters' Rights Law, or
against any party if the court finds that the party acted
arbitrarily, vexatiously, or not in good faith. The Dissenters'
Rights Law also makes provision for compensation of counsel for any
dissenting shareholder whose services benefitted other dissenting
shareholders similarly situated to be paid out of the amounts
awarded the dissenting shareholders who were benefitted, if not
assessed against the Company.

THE FOREGOING SUMMARY OF THE RIGHTS OF SHAREHOLDERS TO DISSENT
AND DEMAND PAYMENT FOR THEIR SHARES DOES NOT PURPORT TO BE A
COMPLETE STATEMENT OF THE DISSENTERS' RIGHTS LAW, AND IS QUALIFIED
BY REFERENCE TO THE EXCERPTS OF THE DISSENTERS' RIGHTS LAW FOR
TENNESSEE, ARKANSAS AND MISSISSIPPI WHICH ARE SET FORTH IN FULL AS
APPENDICES F, G AND H HERETO, RESPECTIVELY.

ANY FAILURE TO FOLLOW THE DETAILED PROCEDURES SET FORTH IN THE
APPLICABLE DISSENTERS' RIGHTS LAW (TENNESSEE, ARKANSAS OR
MISSISSIPPI) MAY RESULT IN A SHAREHOLDER LOSING ANY RIGHT HE OR SHE
MAY HAVE TO DISSENT FROM THE MERGER AND DEMAND FAIR VALUE FOR HIS
OR HER SHARES.

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If (i) the holders of more than approximately 10% of the
shares of any Company should exercise their dissenters' rights,
thereby preventing the Merger from qualifying as a "pooling of
interests" for accounting and financial reporting purposes (see
"THE MERGERS -- Accounting Treatment") or (ii) any shareholder of
any National Mortgage Parent exercises his or her dissenters'
rights and demands payment of fair value of his or her shares of
common stock with respect to less than all of the National Mortgage
Parent Mergers or (iii) if any shareholder of any National Mortgage
Parent exercises his or her dissenters' rights and demands payment
of fair value of his or her shares of preferred stock of such
National Mortgage Parent, then, Boatmen's would not be obligated to
consummate the Mergers under the Merger Agreement. See "THE
MERGERS -- Conditions to Consummation of Mergers -- Additional
Conditions to Boatmen's Obligations" and "-- Termination or
Abandonment."

REPRESENTATIONS AND WARRANTIES OF PARTIES

COMPANIES

The Merger Agreement includes various representations and
warranties concerning the Companies. These include, among others,
representations and warranties by the Companies, except as
otherwise disclosed to Boatmen's, as to: (i) the organization,
capitalization and subsidiaries of the Companies; (ii) the due
authorization and execution of the Merger Agreement by each of the
Companies; (iii) the accuracy of the unaudited financial statements
of the Companies (which include those of all of the Corporations except
National Mortgage and its subsidiary) (together, the "Company Financial
Statements") and the accuracy of the audited consolidated financial
statements of National Mortgage and its subsidiary (together, the
"National Mortgage Financial Statements;" the Company Financial
Statements and the National Mortgage Financial Statements are referred to
collectively as the "Financial Statements"); (iv) the absence of any
Material Adverse Change to the Companies since the date of the earliest
Company Financial Statement of each respective Company (and its
subsidiaries, if applicable) and the absence of any Material Adverse
Change to National Mortgage and its subsidiary since January 31, 1994
(the term "Material Adverse Change" or "Material Adverse Effect" means,
when used with respect to the Companies, National Service or
Boatmen's, as the case may be, any change or effect that is
materially adverse to the financial condition, results of
operations or business of the Companies and their subsidiaries
taken as a whole or Boatmen's and its subsidiaries taken as a
whole, as the case may be); (v) the filing of tax returns and other
tax matters; (vi) the absence of pending or threatened litigation
or other such actions; (vii) agreements with employees;
(viii) employee matters and ERISA; (ix) title to properties and the
absence of liens (except as specified); (x) environmental matters;
(xi) the absence of undisclosed liabilities; (xii) ownership of
assets necessary to conduct the business and operations of National
Mortgage; (xiii) agreements ("NMC Affiliate Agreements") between
any Corporation and any NMC Affiliate (the term (a) "NMC Affiliate"
means and includes any director or officer of any Corporation, any
shareholder (except another Corporation) of any Corporation, and
any Shareholder Affiliate; (b) "Shareholder Affiliate" means and
includes any (1) Immediate Family Member of any shareholder of any
Company who is an individual; (2) beneficiary of any trust which is
a shareholder of any Company; (3) corporation (except another
Corporation) in which a shareholder of any Corporation, or an
Immediate Family Member of such person, owns, directly or
indirectly, in the aggregate with any other NMC Affiliates, more
than 10% of the capital stock thereof; (4) partnership in which a
shareholder of a Corporation (except another Corporation), or an
Immediate Family Member of such person, is a general partner, or,
in the aggregate with any other NMC Affiliates, a 10% or more
limited partner; and (5) trust for the benefit of any NMC Affiliate
(other than a Shareholder Affiliate) or any person or entity
described in clause (1), (2), (3) or (4) of this sentence; and
(c) "Immediate Family Member" means and includes the father,
mother, spouse, father-in-law, mother-in-law, ex-spouse, son,
daughter, step-son, step-

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daughter, son-in-law, daughter-in-law, grandson or granddaughter of an
individual); (xiv) non-banking activities of the Corporations; (xv)
the absence, except as disclosed, of brokerage commissions or similar
finder's fees in connection with the transactions contemplated by the
Merger Agreement; (xvi) the accuracy of information supplied by any
Company in connection with the Registration Statement, this Joint
Proxy Statement/Prospectus and any other documents to be filed with
the SEC or any banking or other regulatory authority in connection
with the transactions contemplated by the Merger Agreement.

NATIONAL MORTGAGE AND HOME LOAN COMPANIES

The Merger Agreement includes various representations and
warranties concerning National Mortgage and the Home Loan
Companies. These include, among others, representations and
warranties by the Companies, except as otherwise disclosed to
Boatmen's, as to: (i) the organization, capitalization and
subsidiaries of National Mortgage; (ii) the mortgage banking
licenses and qualifications of National Mortgage and the Home Loan
Companies; (iii) compliance by National Mortgage with filing
requirements and underwriting standards; (iv) the Mortgage
Servicing Portfolio and the Mortgage Loans (the term (a) "Mortgage
Servicing Portfolio" means the portfolio of all Mortgage Loans
serviced, subserviced, master serviced or held by National Mortgage
or a Home Loan Company, and (b) "Mortgage Loan" means any closed
mortgage loan, whether or not such mortgage is included in a
securitized portfolio, in the Mortgage Servicing Portfolio, as
evidenced by notes or other evidences of indebtedness duly secured
by mortgages or deeds of trust); (v) title to and enforceability of
Mortgage Loans held for the account of National Mortgage or any
Home Loan Company; (vi) the Mortgage Servicing Agreements (the term
(a) "Mortgage Servicing Agreement" means a mortgage servicing agreement
pursuant to which National Mortgage services, subservices or master
services Mortgage Loans for an Investor totalling in principal amount at
least $25 million, (b) term "Investor" means (1) any person who owns
Mortgage Loans or servicing rights to Mortgage Loans serviced, subserviced
or master serviced by National Mortgage pursuant to a Mortgage Servicing
Agreement or (2) is a party to an Investor Commitment, and (c) "Investor
Commitment" means the optional or mandatory commitment of a person to
purchase a Mortgage Loan owned by National Mortgage or securities based
on and backed by such Mortgage Loans); (vii) recourse against National
Mortgage with respect to Mortgage Loans; (viii) the escrow accounts
maintained by National Mortgage; (ix) the collection practices of,
and interest rate adjustments by, National Mortgage; (x) advances
by National Mortgage in connection with servicing Mortgage Loans;
(xi) the absence of physical damage to any property securing a
Mortgage Loan or any Other Real Estate Owned ("OREO"); (xii) proper
application of funds by National Mortgage and the Home Loan
Companies with respect to the Mortgage Loans; (xiii) independent
mortgage brokers with whom National Mortgage has written
agreements; (xiv) Investor Commitments to which National Mortgage
is a party; (xv) audits and investigations of National Mortgage;
(xiv) the absence of breaches or violations of any representation,
warranty or covenant made by National Mortgage to any Investor;
(xv) the certification of all Pools relating to the Mortgage Loans
(the term "Pool" means an aggregate of one or more Mortgage Loans
that have been pledged or granted to secure mortgage-backed
securities or participation certificates); (xvi) the disbursement
of the Mortgage Loans in accordance with applicable law and
regulations; (xvii) the payment by National Mortgage of all
applicable taxes, special assessments, ground rents and insurance
premiums related to the Mortgage Loans and OREOs; (xviii) tax
identifications and property descriptions with respect to the
Mortgage Loans; and (xix) accuracy of payoff and assumption
statements with respect to Mortgage Loans.

BOATMEN'S

The Merger Agreement includes various representations and
warranties concerning Boatmen's. These include, among others,
representations and warranties by Boatmen's as to: (i) the
organization and

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capitalization of Boatmen's and the Acquisition Subs; (ii) the due
authorization and execution of the Merger Agreement by Boatmen's and
each Acquisition Sub, and the absence of the need (except as
specified) for governmental or third party consents to the execution,
delivery and consummation of the Merger Agreement; (iii) subsidiaries
of Boatmen's; (iv) the accuracy of Boatmen's financial statements and
filings with the SEC; (v) the absence of any Material Adverse Change
to Boatmen's since December 31, 1993; (vi) the absence of material
pending or threatened litigation or other such actions; (vii) certain
reports required to be filed with various regulatory agencies; (viii)
material compliance with applicable laws and regulations; and (ix) the
accuracy of information supplied by Boatmen's in connection with
the Registration Statement, this Joint Proxy Statement/Prospectus
and any other documents to be filed with the SEC or any banking or
other regulatory authority in connection with the transactions
contemplated by the Merger Agreement.

NATIONAL SERVICE

The Merger Agreement includes various representations and
warranties concerning National Service. These include, among
others, representations and warranties by National Service and the
Companies as to: (i) the organization of National Service; (ii) the
due authorization and execution of the Merger Agreement by National
Service; (iii) the accuracy of the unaudited financial statements
of National Service (the "National Service Financial Statement");
(iv) the absence of any Material Adverse Change to National Service
since the date of the National Service Financial Statement; (v) all
notes payable, accounts payable, deposit liabilities or other
payables or indebtedness of National Service (the "National Service
Payables") as of June 30, 1994; (vi) all accounts receivable,
advances receivable or other loans due to National Service
(the "National Service Receivables") as of June 30, 1994; (vii) the
absence of liabilities or obligations of the Corporations for any
National Service Payable or any other debt, obligation or liability
of National Service, except pursuant to that certain Guaranty
Agreement dated February 12, 1993 (the "Guaranty Agreement"); and
(viii) the scope of the Guaranty Agreement.

WAIVER AND AMENDMENT

Prior to or at the Effective Time, any provision of the Merger
Agreement, including, without limitation, the conditions to
consummation of the Mergers, may be (i) waived (where permissible),
in writing, by the party which is entitled to the benefits thereof;
or (ii) amended at any time by written agreement of the parties,
whether before or after approval of the Merger Agreement and the
transactions contemplated thereby by the shareholders of a Company;
provided, however, that after any such approval, no such amendment
or modification may alter the amount or change the form of the
consideration contemplated by the Merger Agreement to be received
by the shareholders of any Company. It is anticipated that a
condition to the obligations of the Companies and Boatmen's to
consummate the Mergers would be waived only in those circumstances
where the Boards of Directors of the Companies or Boatmen's, as the
case may be, deems such waiver to be in the best interests of the
Companies and their shareholders or Boatmen's and its shareholders,
as the case may be.

EXPENSES AND FEES

Except as otherwise provided in the Merger Agreement (see "THE
MERGERS -- Termination Fees" and "-- Superior Transactions"), in
the event that the Merger Agreement is terminated, no party thereto
will have any liability to any other party for costs, expenses,
damages or otherwise; provided, however, that, notwithstanding the
foregoing, in the event that the Merger Agreement is terminated on
account of a

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knowing breach of any of the representations and warranties set forth
therein or any breach of any of the agreements set forth therein, then
the non-breaching party will be entitled to recover appropriate
damages from the breaching party. It is a condition to Boatmen's
obligations to consummate the Merger Agreement that the total costs,
expenses and fees incurred by the Corporations in connection with the
Merger Agreement and the transactions contemplated thereby will not
exceed $3.4 million; provided, however, that NMC Affiliates, or other
third persons, may pay any portion of such costs or expenses or
reimburse the Corporations therefor to cause this condition to be
satisfied; and provided, further, that costs, expenses and fees
incurred in connection with certain environmental reports and the
obtaining of certain Permits will not be applied against the $3.4
million amount. See "THE MERGERS -- Conditions to Consummation of
Mergers -- Additional Conditions to Boatmen's Obligations."

FEDERAL INCOME TAX CONSEQUENCES

The following discussion summarizes certain federal income tax
consequences of the Mergers to Shareholders of the Companies. The
discussion does not address all aspects of federal income taxation
that may be relevant to a particular Shareholder (for example, the
federal income tax consequences resulting from the satisfaction of
Claims pursuant to the Escrow Agreement or transactions involving
the transfer of partnership assets) and may not be applicable to
particular Shareholders, such as Shareholders who are not citizens
or residents of the United States. Further, the discussion does
not address aspects of federal taxation other than the specific income tax
matters discussed herein nor does it address the effect of any applicable
foreign, state, local or other tax laws.

EACH SHAREHOLDER IS URGED TO CONSULT HIS OR HER OWN TAX
ADVISOR AS TO THE PARTICULAR FEDERAL, FOREIGN, STATE, LOCAL OR
OTHER TAX CONSEQUENCES TO HIM OR HER OF THE MERGERS.

None of the Companies, nor Boatmen's, has requested a ruling
from the Service in connection with the Mergers. The Companies
have been advised by their special tax counsel, Andrews & Kurth
L.L.P., that if the Mergers are consummated in accordance with the
terms of the Merger Agreement and assuming no adverse change in
applicable law, it will render as of the Closing Date its opinion
to the effect that: (i) each Merger will constitute a
reorganization within the meaning of Section 368(a) of the Code;
(ii) no gain or loss will be recognized by the Shareholders as a
result of the exchange of shares of common or preferred stock of
the Companies for shares of Boatmen's Common (except for cash
received in lieu of fractional shares); (iii) the basis of shares
of Boatmen's Common received by such Shareholders will be the same
as the basis of the shares of stock of the Company exchanged
therefor; and (iv) the holding period of the shares of Boatmen's
Common received by such Shareholders will include the holding
period of the shares of stock exchanged therefor, provided such
shares were held as capital assets as of the Effective Time.

The opinion will be subject to certain assumptions and based
on certain representations of each of the Companies, Boatmen's and
the Shareholders. Further, the opinions will be based on current
law, which could be amended, revoked, or modified with or without
retroactive effect, in a manner which would change such opinions.
The opinions will neither be binding upon the Service, nor will the
Service be precluded from taking a contrary position. Because no
authority has been found that directly addresses the federal income
tax consequences of a transaction substantially similar to the
Mergers, the opinions will not be entirely free from doubt. If
litigated by the Service, there can be no assurance that a court
would necessarily agree with Andrews & Kurth L.L.P.'s opinions.
Nonetheless, Andrews & Kurth L.L.P. is of the opinion that a court
would agree with its conclusions if the questions were properly
litigated.

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Providing that the Mergers qualify as reorganizations under
Section 368(a) of the Code, each merger will have the following
principal federal income tax consequences for the Shareholders:

A. No gain or loss will be recognized by a Shareholder who
exchanges all of his shares of common or preferred stock
of the Companies solely for shares of Boatmen's Common in
the Mergers;

B. The aggregate basis of the shares of Boatmen's Common to
be received by a Shareholder in the Mergers (including
any fractional share not actually received) will be the
same as the aggregate basis of the shares of the Company
stock surrendered in exchange therefor;

C. The holding period of the shares of Boatmen's Common to
be received by a Shareholder in the Mergers will include
the holding period of the shares of the Company's Stock
surrendered in exchange therefor, provided that such
shares of stock of the Company are held as capital assets
at the Effective Time; and

D. A Shareholder receiving cash in lieu of fractional shares
will recognize gain or loss upon such payment equal to
the difference, if any, between such Shareholder's basis
in the fractional share, as described above, and the
amount of cash received. Such gain or loss will be
capital gain or loss if the stock of the Company
exchanged therefor is held as a capital asset at the
Effective Time. Such gain or loss will be long-term
capital gain or loss if the holding period for the
fractional share exceeds one year.

In general, a dissenting holder of a Company's stock receiving
solely cash in exchange therefor will recognize gain or loss equal
to the difference, if any, between the cash received and the
dissenting holder's tax basis of the Company's stock exchanged
therefor; such gain or loss, if any, will generally constitute
capital gain or loss if the stock for which cash is received is
held as a capital asset at the Effective Time and such capital gain
or loss will be long-term capital gain or loss if the dissenting
holder has held the Company's stock for more than one year.

ACCOUNTING TREATMENT

It is anticipated that each of the Mergers will qualify as a
"pooling of interests" for accounting and financial reporting
purposes. In general, under this method of accounting, the assets
and liabilities of Boatmen's and the Companies (including National
Mortgage) will be carried forward after the Effective Time into the
consolidated financial statements of Boatmen's at their recorded
amounts; the consolidated income of Boatmen's will include income
of Boatmen's and the Companies (including National Mortgage) for
the entire fiscal year in which the Mergers occur; and the
separately reported income of Boatmen's and the Companies
(including National Mortgage) for prior periods will be combined
and restated as consolidated income of Boatmen's.

Under the Merger Agreement, a condition to Boatmen's
obligation to consummate the Mergers is its receipt of an opinion
from Ernst & Young LLP, the independent public accountants for
Boatmen's, to the effect that the Mergers will qualify for "pooling
of interests" accounting treatment under Accounting Principles
Board Opinion No. 16 if consummated in accordance with the Merger
Agreement, unless Ernst & Young LLP is unable to render such an
opinion solely because of the occurrence of another Business
Combination involving Boatmen's. See "THE MERGERS -- Conditions to
Consummation of Mergers --

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Additional Conditions to Boatmen's Obligations." In the event such
condition is not met, the Mergers would not be consummated unless the
condition was waived by Boatmen's (which Boatmen's has indicated it
would not intend to do) and the approval of the shareholders of the
Companies was resolicited if such change in accounting treatment were
deemed material to the financial condition and results of operations
of Boatmen's on a pro forma basis.

CERTAIN OTHER AGREEMENTS OF COMPANIES

BUSINESS IN ORDINARY COURSE

Pursuant to the Merger Agreement, each Company has agreed to,
and the Companies have agreed to cause each Corporation including
National Mortgage to, carry on after the date of the Merger
Agreement its respective business, and the discharge or incurrence
of its respective obligations and liabilities, only in the usual,
regular and ordinary course of business as conducted prior to the
date of the Merger Agreement and that the Companies, National
Mortgage and the other Corporations will not, without the prior
written consent of Boatmen's (which shall not be unreasonably
withheld): (i) declare or pay any dividend or make any other
distribution to shareholders, whether in cash, stock or other
property (except to the extent contemplated by the Asset/Liability
Transfer Agreement and the Split Dollar Agreements and except for
actions necessary to maintain the aggregate amount of cash and net
receivables from National Service of the Home Loan Companies at no more
than $1,300,000); or (ii) issue any common stock or other capital stock or
any options, warrants, or other rights to subscribe for or purchase any
capital stock or any securities convertible into or exchangeable for any
capital stock (except in accordance with the Modification and Termination
Agreement (as defined below; see "THE MERGERS -- Certain Other Agreements
of Companies -- Miscellaneous")); or (iii) directly or indirectly
redeem, purchase or otherwise acquire any of its capital stock or
its subsidiaries' capital stock; or (iv) effect a reclassification,
recapitalization, splitup, exchange of shares, readjustment or
other similar change in or to any capital stock or otherwise
reorganize or recapitalize (except in accordance with the
Modification and Termination Agreement); or (v) change its
certificate or articles of incorporation or bylaws; or (vi) grant
any increase (other than ordinary and normal increases consistent
with past practices with respect to employees who are not also NMC
Affiliates) in the compensation payable or to become payable to
officers or salaried employees, grant any stock options or, except
as required by law, adopt or make any change in any bonus,
insurance, pension, or other employee plan, agreement, payment or
arrangement made to, for or with any of such officers or employees;
or (vii) borrow or agree to borrow any amount of funds except in
the ordinary course of business, or directly or indirectly
guarantee or agree to guarantee any obligations of others; or
(viii) purchase or otherwise acquire any investment security for
its own account having an average remaining life to maturity
greater than five years or any asset-backed securities other than
those issued or guaranteed by the Government National Mortgage
Association ("GNMA"), the Federal National Mortgage Association
("FNMA") or the Federal Home Loan Mortgage Corporation ("FHLMC");
or (ix) except for Superior Transactions and the transactions
contemplated by the Asset/Liability Transfer Agreement, the Split
Dollar Agreements and the Equipment Transfer Agreement, enter into
any agreement, contract or commitment (A) with any NMC Affiliate,
or (B) out of the ordinary course of business and involving more
than $50,000; or (x) except in the ordinary course of business,
place on any of its assets or properties any mortgage, pledge,
lien, charge, or other encumbrance; or (xi) except in the ordinary
course of business, cancel or accelerate any material indebtedness
owing to it or any claims which it may possess or waive any
material rights of substantial value; or (xii) sell or otherwise
dispose of any real property or any material amount of any tangible
or intangible personal property other than properties acquired in
foreclosure or otherwise in the ordinary course of business of
National Mortgage and its subsidiaries (except to the extent
contemplated by the Asset/

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Liability Transfer Agreement and the Split Dollar Agreements and
except for actions necessary to maintain the aggregate amount of cash
and net receivables from National Service of the Home Loan Companies
at no more than $1,300,000); or (xiii) take title to any real property
without first obtaining a phase one environmental report thereon which
indicates that the property is free of pollutants, contaminants or
hazardous or toxic waste materials (provided that National Mortgage
and its subsidiaries will not be required to obtain such a report
with respect to single family, non-agricultural residential
property of one acre or less to be foreclosed upon unless it has
reason to believe or should have reason to believe that such property
might contain any such waste materials or otherwise might be contaminated);
or (xiv) commit any act or fail to do any act which will cause a breach of
any agreement, contract or commitment and which would have a Material
Adverse Effect on the Companies; (xv) knowingly violate any law, statute,
rule, governmental regulation, or order, which violation would have a
Material Adverse Effect on the Companies; or (xvi) purchase any real or
personal property or make any other capital expenditure where the amount
paid or committed therefor is in excess of $250,000; or (xvii) sell,
transfer, lease or encumber any right to service any Mortgage Servicing
Agreement, except for Mortgage Loans and related Servicing in the ordinary
course of business (the term "Servicing" means the right to receive
servicing fee income and other income in connection with the rights and
responsibilities of National Mortgage with respect to servicing,
subservicing and master servicing Mortgage Loans under Mortgage Servicing
Agreements and the maintenance and servicing of any related escrow
accounts); or (xviii) materially alter or vary its methods, policies or
practices of (A) borrowing from or making advances to National Service,
(B) underwriting, pricing, originating, warehousing, selling and
servicing, or buying or selling rights to service, Mortgage
Loans, (C) hedging (which term includes both buying futures and forward
commitments from a financial institution) its mortgage loan
positions or commitments, or (D) obtaining financing and credit; or
(xix) purchase "bulk" Servicing other than "flow" Servicing, or
sell "bulk" Servicing that was included in the Mortgage Servicing
Portfolio as of January 31, 1994 or the date of the Merger
Agreement where the aggregate purchase or sale price is greater
than $1,000,000; or (xx) knowingly fail to comply with any
applicable law, regulation, ordinance, order, injunction or decree,
or fail to comply with any lawful requirement of any governmental
body, court, Investor or any contractual obligation in connection
with the Mortgage Loans, the Servicing, the Advances or other
material contract (the term "Advances" means amounts that have been
advanced by National Mortgage in connection with servicing the
Mortgage Loans and which are required or permitted to be paid by
National Mortgage as the servicer of the Mortgage Loans pursuant to
applicable Investor requirements and the terms of the applicable
Mortgage Servicing Agreements).

ENVIRONMENTAL INSPECTIONS

Pursuant to the Merger Agreement, the Companies have delivered
to Boatmen's a report of a phase one environmental investigation on
certain real property owned, leased or operated by any Corporation
and, where required, a report of a phase two investigation on
properties requiring such additional study. Environmental
investigations routinely are conducted by Boatmen's in connection
with transactions involving the acquisition of real property,
whether pursuant to the acquisition of a bank or other business or
in its ongoing business operations. These investigations are
intended to identify and quantify potential environmental risks of
ownership, such as contamination, which could lead to liability for
clean-up costs under the federal Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended, and
other applicable laws. A "phase one" investigation is an initial
environmental inquiry intended to identify areas of concern which
might require more in-depth assessment. The scope of a phase one
investigation varies depending on the environmental consultant
utilized and the property assessed, but will typically include
(i) visual inspection of the property; (ii) review of governmental
records to ascertain the presence of such things as "Superfund" sites,
underground storage tanks or landfills, etc. on or near the site;

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(iii) review of all relevant site records such as air or water
discharge permits and hazardous waste manifests; and (iv) research
regarding previous owners and uses of the property as well as those of
surrounding properties. In bank or other business acquisition
transactions, Boatmen's policy is to obtain phase one environmental
investigations of real property to ensure that environmental problems
do not exist which could result in unacceptably high or unquantifiable
risk to Boatmen's and its shareholders.

DISPOSITION OF UNRELATED ASSETS AND LIABILITIES

Unrelated Assets/Liabilities Transfer

Pursuant to the Merger Agreement and in accordance with the terms
of the Asset/Liability Transfer Agreement (the"Asset/Liability Transfer
Agreement"), among each of the National Mortgage Parents, Berclair
Apartments (a subsidiary of B-M Homes), National Home Mississippi
(which are referred to therein as the "Sellers") and the Purchaser
named therein and described below, a copy of which is attached hereto
as Appendix I and incorporated herein by reference, the Sellers will
transfer to the Purchaser, on or before the Closing Date, certain assets
and liabilities of the Sellers unrelated to the mortgage banking
business of National Mortgage (as described in the Asset/Liability
Transfer Agreement; the foregoing transfer is referred to herein as the
"Unrelated Assets/Liabilities Transfer").

The Purchaser is a limited liability company being formed by the
directors of the Companies under the laws of the State of Tennessee. Each
of the shareholders of the Companies will be offered the opportunity to
become a member of the Purchaser with an equity interest in proportion
to such shareholder's equity interest in the Companies (subject to
compliance with applicable Federal and state securities laws). Any
equity interests declined by offerees will be reoffered to the other
shareholders of the Companies. All subscriptions for equity interests
in the Purchaser will be for cash. The subscription price will be
based upon the aggregate estimated net value of the assets to be
acquired by the Purchaser under the Asset/Liability Transfer Agreement.
The Purchaser will be formed prior to the Closing under the Merger
Agreement.

Split Dollar Agreements

The National Mortgage Parents have also agreed to cause to be
terminated and released, at or prior to the Closing, eleven Split-
Dollar Insurance Agreements and companion Split-Dollar Collateral
Assignments (collectively, the "Split Dollar Agreements").

Under the Split Dollar Agreements, National Mortgage has paid
the insurance premiums on life insurance policies covering eleven current
and former officers of National Mortgage. The Split Dollar Agreements provide
that upon the death of a covered officer, National Mortgage will be entitled
to a reimbursement of its premium payments and any remainder of the
insurance payment will be payable to the beneficiaries of the policies. The
Split-Dollar Collateral Assignments create an obligation on the part of the
eleven current and former officers to reimburse National Mortgage for the
premium payments upon termination from employment. The Merger Agreement
provides that in connection with the termination of the Split Dollar
Agreements each of the covered individuals will be released from any
obligation to repay

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the premium amounts. See "THE MERGERS -- Interests of Certain Persons
in the Mergers -- Split Dollar Agreements."

ACQUISITION OF PARTNERSHIP ASSETS

Pursuant to the Merger Agreement and in accordance with the
terms of the Equipment Transfer Agreement (the "Equipment Transfer
Agreement") dated as of August 22, 1994, among Knight Arnold
Partners, a Tennessee general partnership, and Delta Investment
Company, a Tennessee general partnership (together, the "Transferors")
and Margolin Brothers and National Mortgage, a copy of which is
attached hereto as Appendix E and incorporated herein by reference,
the Transferors will transfer to Margolin Brothers and National
Mortgage, at or prior to the Closing Date and without cost or expense
to any Corporation, certain equipment of the Transferors (as described
in the Equipment Transfer Agreement) utilized by National Mortgage in
the conduct of its mortgage banking business (the foregoing transfer
is referred to herein as the "Equipment Transfer").

RELEASES AND INDEMNIFICATION AGREEMENT

Pursuant to the Merger Agreement, the Companies have agreed to
cause (i) each NMC Affiliate (which term is defined in the Merger
Agreement to include, among others, each shareholder of the
National Mortgage Parents) to execute and deliver to Boatmen's, on
the Closing Date, a Release (each, a "Release"), in the form
attached as Exhibit 8.05(a) to the Merger Agreement (see page A-Ex-
8.05(a)-1 of this Joint Proxy Statement/Prospectus) and described
below, and (ii) each shareholder of any Company to execute and
deliver to Boatmen's, on the Closing Date, an Indemnification
Agreement (the "Indemnification Agreement"), in the form attached
as Exhibit 8.05(b) to the Merger Agreement (see page A-Ex-8.05(b)-1 of
this Joint Proxy Statement/Prospectus) and described below. See "THE
RELEASES" and "THE INDEMNIFICATION AGREEMENT."

PERMITS OF STATE AND OTHER AGENCIES

Pursuant to the Merger Agreement, the Companies have agreed to
obtain or cause National Mortgage or any other Corporation to
obtain, as appropriate, any Permits required to be obtained from
any federal or state governmental agency, including without
limitation the Federal Housing Administration ("FHA"), the Veterans
Administration ("VA"), the FNMA, the FHLMC, the GNMA or the United
States Department of Housing and Urban Development ("HUD") (each an
"Agency"), to the Merger Agreement or the transactions contemplated
thereby (whether or not such Permit is typically requested and
obtained by the acquiror or company being acquired in connection
with a transaction of the nature contemplated by the Merger
Agreement).

BYLAW AMENDMENTS

The Companies have agreed, as of the Effective Time, to amend
and restate their Bylaws in their entirety, and cause National
Mortgage to amend and restate its Bylaws in their entirety, to read
as set forth as Exhibit 1.02 of the Merger Agreement (see page A-
Ex-1.02-1 of this Joint Proxy Statement/Prospectus) (with the name
of the Companies and National Mortgage, as the case may be,
appropriately inserted therein). Therefore, after the Effective
Time, the Bylaws of the Companies and National Mortgage will no
longer include certain of the provisions presently set forth
therein, including, among others, provisions in National Mortgage's
Bylaws with respect to the removal of officers, the employment of
the founders' grandchildren and certain spouses, director compensation and
eligibility requirements, and certain mortgage loan discounts

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for shareholders of the National Mortgage Parents and provisions in the Bylaws
for the National Mortgage Parents (which are substantially identical)
regarding, among other things, restrictions on the removal of officers and
the fixing of compensation for officers.

MISCELLANEOUS

The Companies have also agreed to: (i) promptly notify Boatmen's
in writing of the occurrence of any matter or event known to any of
them (but excluding any changes in conditions that affect the mortgage
banking industry generally) that would have a Material Adverse Effect on
the Companies; (ii) in cooperation with Boatmen's, cause the parcels of
land presently owned by Alliance or Marbel, a legal description of which is
attached as Attachment A to Exhibit 8.04 to the Merger Agreement (the
"Alliance Real Estate"), to be appraised and the Net Alliance Real Estate
Equity Value determined in accordance with the provisions governing such
appraisal and determination set forth in Exhibit 8.04 to the Merger
Agreement (the term (a) "Net Alliance Real Estate Equity Value"
means the difference between the Fair Market Value of the Alliance
Real Estate (determined in accordance with the procedures,
assumptions and qualifications set forth in Exhibit 8.04 to the
Merger Agreement) and the Alliance Property Indebtedness
outstanding as of the date of calculating the Net Alliance Real
Estate Equity Value, (b) "Fair Market Value" means the price at
which property would change hands between a willing buyer and a
willing seller (that are unrelated to each other) in an arms length
transaction, neither being under any compulsion to buy or sell and
both having reasonable knowledge of relevant facts in the
applicable market, and (c) "Alliance Property Indebtedness" means
all obligations or liabilities for borrowed money, evidenced by
bonds, debentures, notes or other similar instruments, whether such
obligations are those of Alliance or others, outstanding as of the
date for determining the Net Alliance Real Estate Equity Value, and
which are secured by any mortgage, deed of trust, pledge,
assignment, lien, security interest or arrangement of any kind or
nature whatsoever encumbering the Alliance Real Estate);
(iii) promptly notify Boatmen's in writing should they have
knowledge of any event or condition which would cause or constitute
a breach of any of their respective representations or agreements
contained in the Merger Agreement; (iv) use their best efforts to
obtain all necessary consents with respect to all interests in any
material leases, licenses, contracts, agreements, instruments and
rights of any Corporation which could require the consent of
another person for the consummation of the transactions
contemplated by the Merger Agreement; (v) use their best efforts to
perform and fulfill all conditions and obligations to be performed
or fulfilled under the Merger Agreement and to effect the Mergers;
(vi) permit Boatmen's reasonable access to their respective books,
documents, papers and records relating to the assets, stock
ownership, properties, operations, obligations and liabilities of
the Companies in which Boatmen's may have a reasonable and
legitimate interest in furtherance of the transactions contemplated
in the Merger Agreement; (vii) at the Closing, cause to be settled,
by payment or repayment in cash and in full, all of each
Corporation's payables to and receivables from National Service,
such that, upon completion of the Closing, none of the Corporations
will have any accounts payable or other liabilities or obligations
to, or any accounts receivable or other indebtedness from, National
Service; (viii) deliver to Boatmen's the National Mortgage
Financial Statements promptly after their receipt of the audit
report thereon of Ernst & Young LLP; and (ix) cause to be executed
(and a photocopy thereof delivered to Boatmen's), within 45 days
after the date of the Merger Agreement, that certain Modification
and Termination Agreement (the "Modification and Termination
Agreement;" the form of which is attached as Exhibit 8.17 to the
Merger Agreement) and cause to be consummated the surrender of
incorrect stock certificates and reissuance of corrected stock
certificates as contemplated by the Modification and Termination
Agreement and the termination of the Shareholders Agreement (as
defined below; see "COMPARISON OF SHAREHOLDER RIGHTS --
Restrictions on Transfer of Shares") effective as of the Closing.

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CERTAIN OTHER AGREEMENTS OF BOATMEN'S

Pursuant to the Merger Agreement, Boatmen's has agreed, among
other things, to (i) file the necessary application for the prior
approval of the Federal Reserve Board of the transactions
contemplated by the Merger Agreement and the necessary notice to
and filings with the DOJ under the HSR Act; (ii) cooperate with the
Companies to obtain the Permits; (iii) file the Registration
Statement with the SEC and use its best efforts to cause it to
become effective; (iv) timely file all documents required to obtain all
necessary blue sky permits and approvals; (v) prepare and file
any other filings required under the Exchange Act relating to the
Mergers and related transactions and any application required to
list on Nasdaq the shares of Boatmen's Common to be issued pursuant
to the Merger Agreement; (vi) promptly notify the Companies in
writing should it have knowledge of any event or condition which
would cause or constitute a breach of any of its representations or
agreements contained in the Merger Agreement; (vii) use its best
efforts to perform and fulfill all conditions and obligations to be
performed or fulfilled under the Merger Agreement and to effect the
Mergers; (viii) cooperate and assist the Companies, to the extent
necessary and appropriate, in causing the Corporations to repay all
of their accounts or notes payable to National Service at the
Closing; (ix) during the period from the date of the Merger
Agreement through the Closing Date (unless the Companies otherwise
agree in writing) not knowingly take or fail to take any action
which action or failure to act would jeopardize qualification of
the transaction contemplated by the Merger Agreement as a
reorganization within the meaning of Section 368(a) of the Code;
(x) cooperate with the Companies in causing the Alliance Real
Estate to be appraised and the Net Alliance Real Estate Equity
Value determined in accordance with the provisions governing such
appraisal and determination set forth on Exhibit 8.04 to the Merger
Agreement (see "THE MERGERS -- Certain Other Conditions of
Companies -- Miscellaneous"); (xi) negotiate in good faith to enter
into (a) new leases (the "New Leases") for the real property and
buildings owned by shareholders of the National Mortgage Parents
located at Numbers 4001, 4023, 4025, 4027, 4029 and 4041 Knight
Arnold Road in Memphis, Tennessee (the "Main Office Complex")
having the major terms set forth in Exhibit 11.12 to the Merger
Agreement, and (b) agreements providing for the "tag along" sale
and leaseback of the Alliance Real Estate (the "Alliance Building
Agreements") in the event that all or a portion of the Main Office
Complex is sold, and easements and access rights to assure the
accessibility of the Alliance Real Estate vis-a-vis the Main Office
Complex; and (x) permit designated representatives of the Companies
reasonable access to all books, documents, papers and records
relating to the assets, stock ownership, properties, operations,
obligations and liabilities of Boatmen's in which the Companies may
have a reasonable and legitimate interest in furtherance of the
transactions contemplated in the Merger Agreement.

AGREEMENTS OF NATIONAL SERVICE

Pursuant to the Merger Agreement, National Service has agreed,
among other things, to (i) file articles of dissolution in
accordance with applicable provisions of the Tennessee Corporate
Law on or before the tenth business day after the Closing Date;
(ii) not, from and after the date of the Merger Agreement, (a) make
any loan, advance or other extension of credit to any person other
than a Corporation, or (b) borrow or accept any deposit or other
advance from any person other than a Corporation or an NMC
Affiliate prior to the Closing or, after the Closing, from any
person; (iii) cause to be repaid in full all National Service
Payables owed to any person other than a Corporation and use its
best efforts to obtain all promissory notes or other evidences of
indebtedness reflecting such National Service Payables marked "paid
in full" and signed by such persons (the "Promissory Notes");
(iv) cause to be collected and repaid in full, at or prior to the
Closing, all National Service Receivables owed to National Service
by any person other than a Corporation; and (v) deliver to Boatmen's, at
the Closing, all Promissory Notes obtained by National

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Service as contemplated by the Merger Agreement and all original
signature copies of the Guaranty Agreement.

NO SOLICITATION

Pursuant to the Merger Agreement, each Company has agreed not
to, and the Companies have agreed to cause each Corporation not to,
on or before the earlier of the Closing Date or the date of
termination of the Merger Agreement, solicit, encourage or hold
discussions or negotiations with or provide any information to, any
person in connection with any proposal for the direct or indirect
acquisition of all or any substantial portion of the business or
assets of the Companies or National Mortgage or the shares of stock
of the Companies or National Mortgage. The Merger Agreement
further provides that (i) the Companies may engage in discussions
or negotiations with a third party or may furnish such third party
information concerning the Companies, National Mortgage and their
respective businesses, properties or assets and (ii) following
receipt of any unsolicited acquisition proposal, the Boards of
Directors of the Companies may withdraw or modify their respective
recommendation to their shareholders of the Merger Agreement and
the transactions contemplated hereby, but in each case referred to
in the foregoing clauses (i) and (ii) only to the extent that the
Board of Directors of the Companies shall reasonably conclude, in
good faith and upon the advice of counsel, that such action is
necessary in order to avoid breaching their fiduciary obligations
under applicable law. The Companies are required to promptly
advise Boatmen's of their receipt of, and material terms and
conditions of, any such proposal or inquiry.

INTERESTS OF CERTAIN PERSONS IN MERGERS

Certain members of the Companies' management and members of the
Companies' Boards of Directors may be deemed to have interests in the
Mergers in addition to their interests as shareholders of the Companies
generally. The Boards of Directors of the Companies were aware of these
factors and considered them, among other matters, in approving the
Merger Agreement and the transactions contemplated thereby. For information
about the percentage of the common stock of the Companies owned by the
directors and executive officers of the Companies, see "INFORMATION ABOUT
THE COMPANIES -- Security Ownership of Certain Beneficial Owners and
Management of Companies -- National Mortgage Parents" and "-- Home Loan
Companies." None of the directors or executive officers of the Companies
would own, on a pro forma basis giving effect to the Mergers, more than
1% of the issued and outstanding shares of Boatmen's Common.

INSURANCE; INDEMNIFICATION

The Merger Agreement provides that Boatmen's will provide the
directors and officers of the Companies and their direct and
indirect subsidiaries, including National Mortgage, with the same
directors' and officers' liability insurance coverage that
Boatmen's provides to directors and officers of its other
subsidiaries generally, and, in addition, for a period of three
years will use its best efforts to continue any such Company's
directors' and officers' liability insurance coverage with respect
to actions occurring prior to the Closing to the extent that such
coverage is obtainable for an aggregate premium not to exceed the
annual premium presently being paid by such Company for its
directors and officers liability insurance (if the premium of such
insurance would exceed such maximum amount, Boatmen's will use its
best efforts to procure such level of insurance as can be obtained
for a premium equal to such maximum amount).

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The Merger Agreement also provides that, for six years after
the Closing, Boatmen's will cause the Companies and their direct
and indirect subsidiaries, including National Mortgage, jointly and
severally, to indemnify, defend and hold harmless the present
officers, directors, employees and agents of any such Company and
its subsidiaries against all losses, expenses, claims, damages or
liabilities arising out of actions or omissions occurring on or
prior to the Closing (including, without limitation, the
transactions contemplated by the Merger Agreement) to the full
extent then permitted under the applicable state corporate law and
by such Company's articles or certificate of incorporation as in
effect on the date of the Merger Agreement, including provisions
relating to advances of expenses incurred in the defense of any
action or suit.

EMPLOYEE BENEFITS AND PAYMENTS

Prior to the Effective Time of the Mergers, National Service
will pay $285,000 in cash to each of Edwin Moskovitz and Marvin
Loskove in recognition of their nearly four decades of service to
the Companies. Such payments will increase the amount that the
National Mortgage Parents owe to National Service and will
thereby effectively decrease the NA Common Merger Consideration
to be received by the holders of the common stock of the six
National Mortgage Parents.

National Mortgage will pay $200,000 to Joel Katz and
$100,000 to Mark Wender as additional compensation for their
assumption during 1994 of the additional offices of Chief
Executive Officer and President, in the case of Mr. Katz, and
Chief Operating Officer, in the case of Mr. Wender. National
Mortgage will also pay bonuses of $55,000 and $40,000 to Steve
Graber and Roy Graber, respectively, in recognition of their
exceptional services to National Mortgage and its affiliates in
connection with the Mergers. Boatmen's has consented to the
payment of the foregoing amounts. Such payments will not affect
the amount of the NA Common Merger Consideration.

The Merger Agreement contains certain provisions regarding
employee benefits which are described under "THE MERGERS -- Effect
on Employee Benefit Plans."

EMPLOYMENT AGREEMENTS

Prior to the Effective Time of the Mergers and in connection with
the transactions contemplated by the Merger Agreement, it is anticipated
that Employment Agreements will be entered into among Boatmen's National
Mortgage and each of Joel R. Katz (President, Chief Executive Officer and
Director of the National Mortgage Parents and National Mortgage and
a shareholder of the Companies) and Mark Wender (Chief Operating
Officer and Director of the National Mortgage Parents and National
Mortgage and a shareholder of the National Mortgage Parents).

It is anticipated that the Employment Agreements will provide for
the following:

Mr. Katz will serve as President and Chief Executive Officer of
National Mortgage under an Employment Agreement which will have a
term of three years and provide for a base salary of $300,000. Mr.
Katz will also be eligible to receive an annual bonus, not to exceed
40% of his base salary, based upon his and National Mortgage's
achievement of certain predetermined individual and corporate
performance measures, and an annual incentive bonus equal to 7% of certain
extraordinary revenues which may be received by National Mortgage during
the term of the Employment Agreement.

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Mr. Wender will serve as Chief Operating Officer of National Mortgage
under an Employment Agreement which will have a term of three years and
provide for a base salary of $200,000. Mr. Wender will also be eligible to
receive an annual bonus, not to exceed 30% of his base salary, based upon his
and National Mortgage's achievement of certain predetermined individual and
corporate performance measures.

As of the date hereof, the parties have not yet agreed to definitive
Employee Agreements.

Boatmen's has agreed that, for a period of three years
commencing upon the Closing, Sam S. Margolin, Chairman of the Board
of National Mortgage will (i) receive an annual salary of $250,000
to be paid by National Mortgage, (ii) be entitled to receive the
employee benefits described in the Merger Agreement, and (iii) have
the title "Chairman Emeritus" of National Mortgage.

NEW LEASE

Pursuant to the Merger Agreement, Boatmen's obligation to
consummate the Merger is conditioned upon the continued force and
effect of the New Lease covering the Main Office Complex and the
REA (as defined below). See "THE MERGERS -- Conditions to
Consummation of the Mergers -- Additional Conditions to Boatmen's
Obligations" and "Certain Other Agreements of Boatmen's."

The Main Office Complex, which is the headquarters of National
Mortgage located at 4001, 4023, 4025, 4027, 4029 and 4041 Knight
Arnold Road, Memphis, Tennessee, is owned by Sam S. Margolin, Rose
Margolin, Betty M. Robinson, Shirley Margolin Parker, Razelle
Margolin Wender, Evelyn M. Graber and The 1993 Shirley M. Parker
Trust (the "Individual Owners"). Three of the Individual Owners,
Betty M. Robinson, Razelle Margolin Wender and Evelyn M. Graber,
are shareholders of the National Mortgage Parents and Sam S.
Margolin is the Chairman and a Director of the National Mortgage
Parents. The Individual Owners have formed a general partnership
under the laws of Tennessee which will be the lessor (the "Lessor") under
the New Lease and will transfer title to the Main Office Complex to the
Lessor.

The Individual Owners presently lease the Main Office Complex
to National Mortgage under a lease which provides for annual rent
of $722,400 and which expires by its terms in 2020. The existing
lease will be terminated and replaced by the New Lease effective on the
Closing Date.

The New Lease has a ten year term, commencing on the Closing
Date, with no optional renewal terms. Base annual rent payable
under the New Lease, $513,978.15, was determined by an independent
appraiser jointly selected by the Individual Owners and Boatmen's.
The annual base rent will be adjusted yearly, pursuant to the New
Lease, based on 100% of any Consumer Price Index (CPI) increase
from the prior year.

The New Lease is a triple net lease, under which National
Mortgage is responsible for all taxes, insurance costs, utilities
and repairs and upkeep applicable to the Main Office Complex. The
only items for which the Lessor is responsible are (i) violations
of applicable laws, statutes, and building codes, which violations
exist as of the Closing Date, and (ii) repairs or replacements of
the structural core of the buildings.

National Mortgage may assign or sublet the New Lease to
certain of its affiliates and, in general, all other assignments or
subletting would require the consent of the Lessor (although the
Lessor must grant

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approval to certain categories of assignees or
sublessees) National Mortgage will continue, however, to remain liable for
the obligations of the lessee under the New Lease, notwithstanding an
assignment or sublease.

REA

Pursuant to the Merger Agreement, the Lessor and Alliance
Realty, Inc. (a subsidiary of B-M Homes, National Builders, Marbel,
Macon, Margolin Appliance and Flamingo Homes, Inc. (a subsidiary of
Margolin Appliance)), which owns the land and buildings known as
3971 and 3973 Knight Arnold Road ("Alliance Tract"), and Marbel,
which owns two lots located on the front on Knight Arnold Road used
as parking lots for the Main Office Complex ("Marbel Tracts"), will enter
into a Reciprocal Easement Agreement and Agreement Regarding Sale of
Property (the "REA").

Under the REA, which will be effective only upon the
consummation of the Mergers, each party thereto grants to the other
parties thereto certain easements for access, utilities and parking
on such granting party's property. The REA also provides that, in
the event of any sale of the Main Office Complex, Alliance Realty,
Inc. and Marbel would have the right to require the Lessor to
concurrently sell the Alliance Tract and the Marble Tracts (the
"Tag-Along Option"). The Tag-Along Option is for the sole benefit
of Alliance Realty, Inc. and Marbel and certain permissible
assignees of the same and will continue for 25 years from the
effective date of the REA. The Lessor does not have a similar tag-
along right. The REA further provides that each party thereto has
a right of first refusal to purchase the other party's property.

SPLIT DOLLAR AGREEMENTS

The Merger Agreement provides that Split Dollar Agreements
between National Mortgage and eleven current or former
officers of National Mortgage will be released at or prior to Closing and
such current or former officers will thereafter be relieved of their
respective obligations under such Split Dollar Agreements to reimburse
National Mortgage, upon termination of their employment with National
Mortgage, for the premium amounts theretofore paid by National Mortgage on
the life insurance policies covering their respective lives. See "THE
MERGERS -- Certain Other Agreements of Companies -- Disposition of
Unrelated Assets and Liabilities."

The eleven current or former officers are (i) Glenn Graber (Vice
President and Director of National Mortgage and a shareholder of the National
Mortgage Parents), (ii) Roy Graber (Vice President and Director of National
Mortgage and a shareholder of the National Mortgage Parents), (iii) Steve R.
Graber (Vice President, Counsel and Director of National Mortgage and
a shareholder of the National Mortgage Parents), (iv) David H. Katz
(former Vice President and Counsel of National Mortgage and the National
Mortgage Parents and a shareholder of the National Mortgage
Parents), (v) Joel R. Katz (Chief Executive Officer and Director of
National Mortgage and the National Mortgage Parents and a
shareholder of the National Mortgage Parents), (vi) Keith Parker
(Assistant Vice President of National Mortgage and the National
Mortgage Parents and a shareholder of the National Mortgage
Parents), (vii) Richard Robinson (Chief Financial Officer and
Director of National Mortgage and the National Mortgage Parents and
a shareholder of the National Mortgage Parents), (viii) Mark
Rosenberg (Assistant Vice President of National Mortgage and the
National Mortgage Parents), (ix) Elliott Wender (Assistant Vice
President of National Mortgage and the National Mortgage Parents
and a shareholder of the National Mortgage Parents), (x) Mark
Wender (Chief Operating Officer and Director of National Mortgage
and the National Mortgage Parents and a shareholder of the National
Mortgage Parents), and (xi) Lawrence S. Graber (Vice President and
Director

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of National Mortgage and the National Mortgage Parents and a shareholder
of the National Mortgage Parents).

OWNERSHIP OF HOME LOAN COMPANIES

The five individuals who each own 20% of the Home Loan Companies are
also officers and directors of National Mortgage Parents. See "INFORMATION
ABOUT THE COMPANIES -- Security Ownership of Certain Beneficial Owners and
Management of Companies." The allocation of the merger consideration between
National Mortgage Parents and the Home Loan Companies, which is described
under "THE MERGERS -- National Mortgage Parents Merger Consideration" and
"-- Home Loan Companies Merger Consideration," was determined by
representatives of the National Mortgage Parents in negotiation with the
five shareholders of the Home Loan Companies. The allocation was not the
product of arm's-length negotiations with Boatmen's and the fairness of the
allocation of the merger consideration between the National Mortgage Parents
and the Home Loan Companies was not addressed in the opinion of the Companies'
financial advisor. See "THE MERGER -- Opinion of Companies' Financial Advisor."

INTERESTS OF BOATMEN'S MANAGEMENT AND BOARD

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

EFFECT ON EMPLOYEE BENEFIT PLANS

The Merger Agreement provides that each employee of a Company
or any of its direct or indirect subsidiaries, including National
Mortgage, who continues as an employee following the Effective Time
will be entitled, as a new employee of a subsidiary of Boatmen's,
to participate in the employee benefit plans and fringe benefit
programs that may be in effect generally for employees of all of
Boatmen's subsidiaries (provided such employees are eligible and,
if required, selected for participation therein under the terms
thereof and otherwise are not participating in a similar plan which
is maintained by any such company), from time to time, on the same
basis as similarly situated employees of other Boatmen's
subsidiaries, subject to the right of Boatmen's to amend or
terminate any such employee benefit plans and fringe benefit
programs in its discretion. Boatmen's will, for purposes of
vesting and any age or period of service requirements for
commencement of participation with respect to any employee benefit
plans or fringe benefit programs in which such employees may
participate, credit each such employee with his or her term of
service with such companies. In the case of medical benefits,
claims incurred but not paid prior to the Closing Date will be paid
under the medical plan maintained on behalf of employees of the
Companies and National Mortgage (the "NMC Medical Plan").
Boatmen's has agreed to maintain the NMC Medical Plan through
December 31, 1994, at which time Boatmen's may terminate or
continue the NMC Medical Plan at its discretion. Upon termination
of the NMC Medical Plan, individuals who were employees of the
Companies or National Mortgage on the Closing Date will become
eligible to participate in the Boatmen's medical plan subject to
the same pre-existing condition provisions that apply to similarly
situated employees of other Boatmen's subsidiaries; provided,
however, that Boatmen's will, for purposes of determining coverage
of expenses related to pre-existing conditions, credit each such
employee with his or her term of service with such Companies or
National Mortgage.

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MANAGEMENT AND OPERATIONS AFTER MERGERS

Following the Effective Time, Boatmen's Mortgage Company, a
subsidiary of Boatmen's engaged in the mortgage banking business,
will be merged into National Mortgage, and the headquarters of the
combined companies will be located in Memphis, Tennessee. At
September 30, 1994, Boatmen's Mortgage Company had a mortgage servicing
portfolio of approximately $1.9 billion.

Following the Effective Time, the ownership and business of
National Mortgage will continue to constitute substantially all of
the business and assets of the National Mortgage Parents, and the
Home Loan Companies will continue to engage principally in making
residential second mortgage loans and nonconforming first mortgage
loans.

It is presently anticipated that, after the Effective Time,
certain representatives of Boatmen's will be executive officers of
National Mortgage, the National Mortgage Parents and the Home Loan
Companies. The Boards of Directors of the National Mortgage
Parents will be comprised of representatives of Boatmen's and the
Boards of Directors of National Mortgage and the Home Loan
Companies will be comprised of some of the current directors of
National Mortgage and the Home Loan Companies, respectively, and certain
representatives of Boatmen's. Joel R. Katz will continue to serve as
President and Chief Executive Officer of National Mortgage and the National
Mortgage Parents.

It is not anticipated that the management or Board of Directors of
Boatmen's will be affected as a result of the Mergers.

RESALE OF BOATMEN'S COMMON

The shares of Boatmen's Common issued pursuant to the Mergers
will be freely transferable under the Securities Act except for
shares issued to any Company shareholder who may be deemed to be an
"affiliate" of such Company or Boatmen's for purposes of Rule 145
under the Securities Act. The Merger Agreement provides that each
such affiliate will enter into an agreement with Boatmen's
providing that such affiliate will not transfer any shares of
Boatmen's Common received in the Mergers except in compliance with
the Securities Act and will make no disposition of any shares of
common or preferred stock of any of the Companies or Boatmen's
Common (or any interest therein) during the period commencing 30
days prior to the Effective Time through the date on which
financial results covering at least 30 days of combined operations
of Boatmen's and the Companies after the Mergers have been
published. This Joint Proxy Statement/Prospectus does not cover
resales of shares of Boatmen's Common received by any person who
may be deemed to be an affiliate of any Company. Persons who may
be deemed to be affiliates of any Company generally include
individuals who, or entities which, control, are controlled by or
are under common control with such Company and will include
directors and certain officers of such Company and may include
principal shareholders of such Company. Additional restrictions
on transferability, which relate to the qualification of each
Merger as a reorganization under Section 368(a) of the Code, will
also apply to the Boatmen's Common received in each Merger, see
"THE STOCKHOLDERS AGREEMENT."

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THE ESCROW AGREEMENT

The following description of certain provisions of the Escrow
Agreement is not intended to be complete and is qualified in its
entirety by reference to the full text of the Escrow Agreement,
which is incorporated by reference herein and attached hereto as
Appendix B.

ESCROW OF PORTION OF NA COMMON MERGER CONSIDERATION

Pursuant to the Escrow Agreement among the National Mortgage
Parents, Boatmen's and the Escrow Agent, Boatmen's will, on the
Closing Date, issue and deliver, from the NA Common Merger
Consideration, the Escrow Shares to the Escrow Agent. The balance
of the NA Common Merger Consideration will be issued to the Non-
Dissenting Shareholders (which term is defined in the Merger
Agreement to mean the common shareholders of the National Mortgage
Parents who did not demand payment of the fair value of their
shares of the National Mortgage Parents under the Tennessee
Corporate Law on account of the Mergers).

PURPOSE OF ESCROW; DEFINITION OF CLAIMS

The purpose of the Escrow Agreement is to provide a reserve
from the NA Common Merger Consideration for the satisfaction and
payment of Claims. The term "Claim" means, on an after tax basis,
any losses, damages, liabilities, obligations, settlements,
payments, costs and expenses incurred by Boatmen's or any
Corporation arising out of, resulting from, or in connection with:
(a) tax obligations or liabilities of or tax claims (including but
not limited to income, sales, use, transfer, stamp or excise taxes)
against National Mortgage and its subsidiaries for periods prior to
the Closing Date (other than tax obligations or liabilities of or
tax claims against National Mortgage and its subsidiaries (x) set
forth in the National Mortgage Financial Statements, or (y) arising
with respect to the normal, ongoing operations of National Mortgage
and its subsidiaries, in the ordinary course of business, after
January 31, 1994), to the extent that such obligations, liabilities
or claims together with the amounts described in clause (i) of the
paragraph below which relate to the foregoing, exceed, in the
aggregate, $100,000; (b) environmental contamination or hazardous
or toxic wastes existing on or before the Closing Date on or with
respect to any property presently or previously owned, leased or
operated by National Mortgage or any of its subsidiaries where
clean-up, remediation or other corrective actions or measures are
required (x) under applicable law or regulation or by order or
directive of any governmental agency, or (y) as recommended or
suggested by an environmental expert retained by Boatmen's and
reasonably acceptable to the Shareholders' Committee; (c) any
Corporation (other than National Mortgage and its subsidiary) prior
to the Closing or National Service at any time (including without
limitation the types of Claims described in clauses (a) and (b)
above), except to the extent of (x) the liabilities set forth on
Schedule A to the Asset/Liability Transfer Agreement, or (y)
indemnification liabilities to the extent provided by Section 9.04 of
the Merger Agreement (which relates generally to directors and officers
liability insurance and indemnification) which relate to the mortgage
banking business of National Mortgage (see "THE MERGERS -- Interests of
Certain Persons in Mergers -- Insurance; Indemnification"); (d) the
inaccuracy, falsity or breach of any of the representations and
warranties made in (i) the third sentence of Section 5.01(b), 5.02(b),
5.03(b), 5.04(b), 5.05(b), 5.06(b), 5.07(b), 5.08(b), 5.09(b) or the
second sentence of Section 6.01(b) of the Merger Agreement (which are,
among other things, representations as to the accuracy of the
shareholder lists for each of the Companies included in the Merger
Agreement and the representation in the Merger Agreement as to the
ownership of the capital stock of National Mortgage), or (ii) Sections
5.01(c), 5.02(c), 5.03(c), 5.04(c), 5.05(c), 5.06(c),

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5.07(c), 5.08(c), 5.09(c) or 6.01(c) of the Merger Agreement (which
are, among other things, representations as to the total number of
issued and outstanding shares of each Company and National Mortgage),
or (iii) the second or third sentence of Section 5.01(d), 5.02(d),
5.03(d), 5.04(d), 5.05(d), 5.06(d), 5.07(d), 5.08(d), 5.09(d) or
6.02 of the Merger Agreement (which are, among other things,
representations as to the total number of issued and outstanding
shares of the direct and indirect subsidiaries of each Company and
National Mortgage and the ownership thereof by the Companies and
National Mortgage, as the case may be), or (iv) Article Twelve of
the Merger Agreement (which includes representations as to National
Service); (e) the exercise of dissenters' rights under Tennessee
Corporate Law by any holder of preferred stock of any National
Mortgage Parent to the extent that such dissenter receives
for his or her preferred stock an amount greater than the Transaction
Value thereof (defined as the product of $32.00 and the number of shares
or fraction of a share of Boatmen's Common into which such
preferred stock would have been converted pursuant to the Merger
Agreement had such holder not exercised dissenters' rights);
(f) any matter which would have been released and discharged by a
Release executed by an NMC Affiliate who fails to do so; (g) the
matters relating to or connected with or involved in Deposit
-------
Guaranty National Bank, Jackson, Mississippi v. National Mortgage
- -----------------------------------------------------------------
Company v. National Mortgage Company (Case No. 02A01-9302-CH-00036,
- ------------------------------------
pending in the Court of Appeals of Tennessee, Western Section at
Jackson); Deposit Guaranty National Bank, Jackson, Mississippi v.
-------------------------------------------------------
National Mortgage Company (Case No. 101598-2, Chancery Court,
- -------------------------
Shelby County, Tennessee); Deposit Guaranty National Bank, Jackson,
----------------------------------------
Mississippi v. Barbara Crenshaw (Case No. 101745-1, Chancery Court,
- -------------------------------
Shelby County, Tennessee); and Federal Savings Bank of West
----------------------------
Memphis, Arkansas v. Morris Whitman and National Mortgage Company
- -----------------------------------------------------------------
(Case No. 101488-1, pending in the Chancery Court of Shelby County,
Tennessee for the Thirtieth Judicial District at Memphis) or any
other Claims arising out of, related to, connected with or
involving the activities or conduct, or debts, obligations or
liabilities, of Morris Whitman, to the extent that such Claims,
together with the amounts described in clause (i) of the paragraph
below which relate to the foregoing, exceed, in the aggregate,
$150,000 after July 7, 1994; (h) the Guaranty Agreement; and
(i) all costs, fees and expenses incidental to any of the
foregoing, including without limitation reasonable attorneys',
accountants', consultants' and experts' fees, court costs,
deposition expenses, appeal bonds and other expenses incidental to
litigation.

PAYMENT OF DIVIDENDS; VOTING OF ESCROW SHARES

During the period in which the Escrow Shares are held by the
Escrow Agent pursuant to the Escrow Agreement, all cash dividends
which may be paid on the Escrow Shares from time to time will be
immediately paid out to the Non-Dissenting Shareholders in
accordance with their respective Shareholder Percentage Interests.
The Non-Dissenting Shareholders will also be entitled, during the
period in which the Escrow Shares are held by the Escrow Agent
pursuant to the Escrow Agreement, to exercise all voting rights
attendant to the Escrow Shares in accordance with the Shareholder
Percentage Interests.

SHAREHOLDERS' COMMITTEE

The Non-Dissenting Shareholders will be represented by a
committee (the "Shareholders' Committee") comprised of four
shareholders of the National Mortgage Parents. The initial members
of the Shareholders' Committee will be Joel R. Katz, Mark Wender,
Steve R. Graber and Frank Robinson. The Escrow Agreement requires
that Boatmen's consult and confer with the Shareholders' Committee
regarding the payment, satisfaction, settlement or defense of
Claims on an ongoing basis throughout the period during which any
Escrow Shares are held under the Escrow Agreement. The Escrow
Agreement also provides that

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Boatmen's may not settle or enter into any agreement to settle any
Claims without the prior written agreement of the Shareholders'
Committee.

REIMBURSEMENT FOR CLAIMS; DISPUTE RESOLUTION

Pursuant to the Escrow Agreement, Boatmen's will be entitled
to receive distributions of Escrow Shares from time to time in such
amount as equals the quotient of A divided by B, where A equals the
dollar amount of a Claim paid or payable (directly or indirectly)
by a Corporation or Boatmen's, and where B equals the Boatmen's Closing
Date Price. The Escrow Agreement provides that, in the event that
Boatmen's and the Shareholders' Committee are not able to resolve a
disagreement regarding the payment of Claims under the Escrow Agreement,
either party may submit the disagreement to the American Arbitration
Association ("AAA") for binding arbitration in accordance with the
Commercial Arbitration Rules of the AAA (and judgment upon the award
rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof).

DISTRIBUTION OF ESCROW SHARES UPON TERMINATION; PENDING CLAIMS RESERVE

The Escrow Agreement provides that, except as provided in the
succeeding sentence, the Escrow Agreement will terminate and the
remaining amount of the Escrow Shares will be distributed on the
Stated Termination Date (defined as the first anniversary of the
Closing Date). The Escrow Agreement provides, however, that Boatmen's
may, not more than four weeks nor less than one week prior to the
Stated Termination Date, give notice (the "Retention Notice") to the
Escrow Agent (with a copy to the Shareholders' Committee) of the
existence of any Pending Claims (as defined below), specifying the
amount actually prayed for, demanded or otherwise expressly sought or
involved therein and a reasonable good faith estimate of the amounts
which may be at risk with respect to any unspecified damages sought or
otherwise involved, such as punitive damages to be determined in the
discretion of a court (the aggregate amount thereof is hereinafter
referred to as the "Pending Claims Reserve") and direct the Escrow
Agent to retain and continue to hold, subject to all the terms and
provisions of the Escrow Agreement, such number of Escrow Shares as
equals the quotient of A divided by B, where A equals the dollar
amount of the Pending Claims Reserve, and where B equals the Boatmen's
Closing Date Price.

The term "Pending Claims" means any then pending contingent or
unliquidated Claim described in the Retention Notice; provided,
however, that Boatmen's will have received (and delivered a copy
thereof together with the Retention Notice to the Escrow Agent and
the Shareholders' Committee) an opinion letter of Ernst & Young LLP
to the effect that the transactions contemplated by the Merger
Agreement will continue to qualify for pooling of interests
accounting treatment notwithstanding the characterization and
treatment of each such pending contingent or unliquidated Claim as
a Pending Claim under the Escrow Agreement; and provided further,
however, that no Claim for a tax obligation or liability will be
deemed a Pending Claim unless, in addition to the foregoing, the
Internal Revenue Service has commenced an audit, or notified one or
more of the Corporations or Boatmen's of its intention to commence
an audit, of any tax return of any Corporation (whether or not in
connection with, or as a part of, an audit of Boatmen's) for any
tax year ending prior to or including the Closing Date. The Escrow
Agreement provides that, from time to time following the Stated
Termination Date, but not more often than two times in any twelve
month period, the Shareholders' Committee may require that the
amount of the Pending Claims Reserve be re-estimated as of that
time.

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On the Stated Termination Date and again following each date
upon which the Pending Claims Reserve may be re-estimated as
provided in the Escrow Agreement, the Escrow Agent will distribute
to the Non-Dissenting Shareholders, in accordance with the
Shareholder Percentage Interests, an aggregate number of Escrow
Shares equal to the difference between A and B, where A equals the
then remaining balance of the Escrow Shares, if any, and where B
equals the quotient of (x) divided by (y), where (x) equals the
dollar amount of the then Pending Claims Reserve, and where (y)
equals the Boatmen's Closing Date Price.

Upon the final resolution of all Pending Claims and the
payment to Boatmen's pursuant to the Escrow Agreement of any
distributions due on account thereof, the Escrow Agent will
distribute as soon as reasonably practicable the remaining Escrow Shares,
if any, to the Non-Dissenting Shareholders in accordance with the
Shareholder Percentage Interests.

THE RELEASES

The following description of certain provisions of the
Releases is not intended to be complete and is qualified in its
entirety by reference to the full text of the Releases, which is
incorporated by reference herein and attached as an exhibit to the
Merger Agreement (see page A-Ex-8.05(a)-1 of this Joint Proxy
Statement/Prospectus).

The Companies must obtain and deliver to Boatmen's, at the
Closing, a Release signed by each NMC Affiliate, and Boatmen's
obligation to consummate the Mergers is conditioned upon its
receipt of a Release from each NMC Affiliate. See "THE MERGERS --
Certain Other Agreements of Companies -- Releases and Indemnification
Agreement" and "-- Additional Conditions to Boatmen's Obligations."

Pursuant to the Releases, each NMC Affiliate will, effective
as of the Closing Date, release Boatmen's, each of the Companies,
National Mortgage and the other Corporations, and their respective
directors, officers, employees, agents, successors and assigns from
all claims, demands, liabilities, obligations, damages and causes
of action which such NMC Affiliate may have or assert against the
Released Parties, for any reason whatsoever, except, in each case,
to the extent set forth in (A) the Merger Agreement or the Escrow
Agreement, (B) any written employment agreements to which Boatmen's
is a party, (C) that certain letter, dated June 29, 1994, from
Boatmen's to Sam S. Margolin regarding his position with National
Mortgage following the Closing, or (D) the Related Agreements.

By signing a Release, each NMC Affiliate will also be
representing that the list of shareholders of the Companies
attached as Schedule A to such Release is true, correct and
complete as of the Closing Date with respect to his or her stock
holdings and that such NMC Affiliate has no other stock or any
options, warrants or other rights to acquire any stock or other
ownership interest in any Company, National Mortgage or any other
Corporation.

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THE INDEMNIFICATION AGREEMENT

The following description of certain provisions of the
Indemnification Agreement is not intended to be complete and is
qualified in its entirety by reference to the full text of the
Indemnification Agreement, which is incorporated by reference herein
and attached hereto as an exhibit to the Merger Agreement (see
page A-Ex-8.05(b)-1 of this Joint Proxy Statement/Prospectus).

The Companies must obtain and deliver to Boatmen's, at the
Closing, the Indemnification Agreement signed by each shareholder
of each Company, and Boatmen's obligation to consummate the Mergers
is conditioned upon its receipt of the Indemnification Agreement
signed by each shareholder of each Company. See "THE MERGERS -- Certain
Other Agreements of Companies -- Releases and Indemnification Agreement"
and "-- Additional Conditions to Boatmen's Obligations."

GENERAL

Pursuant to the Indemnification Agreement, each Indemnitor
(defined as each shareholder of each Company) will, jointly and
severally, unconditionally, irrevocably and absolutely protect,
defend, indemnify and hold harmless the Indemnitees (defined as
Boatmen's, the Companies, National Mortgage and the other
Corporations and each of their respective past, present and future
directors, shareholders, officers, employees and agents, and their
heirs, personal representatives, successors and assigns) from any
and all liabilities, obligations, agreements, contracts,
arrangements or plans, and all costs and expenses related thereto,
arising out of, based upon, relating to, in connection with or
otherwise involving the Indemnified Matters. See " -- Indemnified
Matters."

All obligations of the Indemnitors under the Indemnification
Agreement will be payable on demand and the Indemnitees may make
demand and enforce collection of the indemnification obligations
under the Indemnification Agreement from all or any one or more of
the Indemnitors. Any amounts due and payable under the
Indemnification Agreement and not paid when due will bear interest
as provided in the Indemnification Agreement.

INDEMNIFIED MATTERS

The term "Indemnified Matters" means (i) the Retirement
Benefits (defined as any retirement or post-retirement pension,
deferred compensation, medical or other benefits, obligations or
liabilities of National Mortgage, the National Mortgage Parents or
any other Corporation to, or in connection with, any of their
current or former shareholders, directors, officers, employees or
agents (or any relatives, assignees or heirs of such persons),
other than those set forth on Schedule A to the Indemnification
Agreement), (ii) the inaccuracy, falsity or breach of any of the
representations and warranties made in (a) the third sentence of
Section 5.01(b), 5.02(b), 5.03(b), 5.04(b), 5.05(b), 5.06(b),
5.07(b), 5.08(b), 5.09(b) and the second sentence of Section
6.01(b) of the Merger Agreement (which are among other things,
representations as to the accuracy of the shareholder lists for
each of the Companies included in the Merger Agreement and the
representation in the Merger Agreement as to the ownership of the
capital stock of National Mortgage), or (b) in Section 5.01(c),
5.02(c), 5.03(c), 5.04(c), 5.05(c), 5.06(c), 5.07(c), 5.08(c),
5.09(c) or 6.01(c) of the Merger Agreement (which are, among other
things, representations as to the total number of issued and
outstanding shares of each Company and National Mortgage), (c) the
second or third sentence of Section 5.01(d), 5.02(d), 5.03(d), 5.04(d),
5.05(d), 5.06(d), 5.07(d), 5.08(d), 5.09(d) or 6.02 of the Merger

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Agreement (which are, among other things, representations as
to the total number of issued and outstanding shares of the direct
and indirect subsidiaries of each Company and National Mortgage and
the ownership thereof by the Companies and National Mortgage, as
the case may be), (d) in Article Twelve of the Merger Agreement
(which includes representations as to National Service);
and (iii) any payment made under, pursuant to, on account of or in
connection with the Guaranty Agreement and any expenses incurred in
connection therewith.

LIMITATION ON INDEMNIFICATION OBLIGATION

The Indemnification Agreement provides that the aggregate
obligation of the Indemnitors thereunder is limited to 5% of the
product of A and B, where A equals the closing price of a share of
Boatmen's Common as reported on Nasdaq on the Closing Date, and
where B equals the Total Consideration.

The Indemnification Agreement also provides that the
Indemnitors will have no obligation for claims made after the fifth
anniversary of the Closing Date.

The Indemnification Agreement further provides that Boatmen's
may not make any claims for indemnity thereunder for any matter
described in clause (ii) of the foregoing definition of Indemnified
Matters (see "-- Indemnified Matters") unless and until it has
first made a claim under the Escrow Agreement if and to the extent
that it is then possible for Boatmen's to validly make such a claim
at such time pursuant to the terms and provisions of the Escrow
Agreement (provided that if the Escrow Agreement has terminated by
its terms or if the remaining Escrow Shares are insufficient to
satisfy such claim, the prerequisite to indemnification described
in this sentence will be deemed satisfied). See "THE ESCROW
AGREEMENT."

NOTICE OF AND RESPONSE TO CLAIMS; INDEMNITORS' COMMITTEE

Pursuant to the terms of the Indemnification Agreement, the
Indemnitors will be notified if any claim for Retirement Benefits
or other action, suit or proceeding is commenced, or any claim,
demand or amount is assessed against any of the Indemnitees in
respect of which any of the Indemnitees proposes to demand
indemnification under the Indemnification Agreement. Each
Indemnitee will control the response to such claim or defense of
any such action, and may employ counsel in defense thereof, all at
the Indemnitors' expense, unless and until the Indemnitors satisfy
or otherwise settle such action and obtain a release of the
Indemnitees from the party bringing such claim or action.

The Indemnitors will be represented by a committee (the
"Indemnitors' Committee") comprised of four shareholders of the
Companies. The initial members of the Shareholders' Committee will
be Joel R. Katz, Mark Wender, Steve R. Graber and Frank Robinson.
The Indemnification Agreement provides that no Indemnitors will be
liable for any consensual settlement of any action or claim
voluntarily entered into by any Indemnitee after the Closing which
is effected without the written consent of the Indemnitors'
Committee.

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THE STOCKHOLDERS AGREEMENT

Shareholders of the Companies will be asked prior to the
Closing Date by the Boards of Directors of the National Mortgage
Parents to execute the Stockholders Agreement regarding, among
other things, certain matters related to the Escrow Agreement
and Indemnification Agreement, their ownership of the shares of
Boatmen's Common issuable pursuant to the Mergers and payments
relating to the deficit in shareholders' equity of National Service.
The form of the Stockholders Agreement is incorporated by reference
herein and attached as Appendix D hereto. Boatmen's will not be a
party to the Stockholders Agreement and the obligations of the
Companies to consummate the Mergers are not conditioned upon the
execution of the Stockholders Agreement. The failure or refusal of
one or more of the Shareholders of the Companies to sign the
Stockholders Agreement will not relieve the Companies of any of
their obligations under the Merger Agreement.

In general, the Stockholders Agreement includes provisions for
contribution among shareholders in the event of any losses arising
from the Indemnification Agreement, and certain adjustments in the
distribution of Escrow Shares in the event any claim under the
Escrow Agreement arises from or relates to the Home Loan Companies.
The Stockholders Agreement provides that, if any loss arising under
the Indemnification Agreement or Claim under the Escrow Agreement
relates to any dispute with respect to the ownership or alleged
ownership of capital stock of the Companies, based upon the
shareholders involved in the dispute, certain defined categories of
family groups would be solely responsible for any resulting
financial losses and such family groups would indemnify and hold
harmless the other shareholders in connection with any such losses.
See "THE ESCROW AGREEMENT" and "THE INDEMNIFICATION AGREEMENT."
In addition, each shareholder under the Stockholders Agreement will
agree to pay his or her pro rata portion of the deficit in the
shareholders' equity of National Service.

In general, the Stockholders Agreement also provides that each
shareholder will represent that he or she does not have any plan,
intention or arrangement to sell, transfer or otherwise dispose of
a number of shares of Boatmen's Common that would reduce his or her
ownership of shares of Boatmen's Common to a number of shares having a
value of less than 55% of the value of the formerly outstanding shares of
common stock of the Companies owned by such shareholders as of the date of
the Stockholders Agreement. In addition to the representations as to intent,
each shareholder under the Stockholders Agreement will agree not to sell,
transfer or otherwise dispose of shares of Boatmen's Common prior to the
Effective Time of the Mergers or during the two-year period following the
Effective Time if such sale, transfer or other disposition would reduce such
shareholder's holdings below the 55% level described in the immediately
preceding sentence. Each shareholder under the Stockholders Agreement will
agree to deliver to the Shareholder's Committee (as defined in the Escrow
Agreement) promptly after the Effective Time of the Mergers shares of
Boatmen's Common equal to such 55% level. See "THE MERGERS -- Resale of
Boatmen's Common."

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PRO FORMA FINANCIAL DATA

The following unaudited pro forma combined condensed balance
sheet as of September 30, 1994, and the pro forma combined condensed
statements of income for the nine months ended September 30, 1994 and
1993, and for each of the years in the three-year period ended
December 31, 1993, give effect to the Mergers based on the
historical consolidated financial statements of Boatmen's and its
subsidiaries, the financial statements of the National Mortgage
Parents on a combined basis and the financial statements of the
Home Loan Companies on a combined basis under the assumptions and
adjustments set forth in the accompanying notes to the pro forma
financial statements.

The pro forma combined condensed balance sheet assumes the
Mergers were consummated on September 30, 1994, and the pro forma
condensed statements of income assume that the Mergers were
consummated on January 1 of each period presented. The pro forma
statements may not be indicative of the results that actually would
have occurred if the Mergers had been in effect on the dates
indicated or which may be obtained in the future. The pro forma
financial statements should be read in conjunction with the
historical consolidated financial statements and notes thereto of
Boatmen's, the financial statements of the National Mortgage
Parents on a combined basis and the financial statements of the
Home Loan Companies on a combined basis either incorporated by
reference herein or contained elsewhere in this Joint Proxy
Statement/Prospectus. See "FINANCIAL STATEMENTS OF COMPANIES."

The following pro forma combined condensed balance sheet and
condensed statements of income include:

(a) Boatmen's historical consolidated before the pending
acquisitions of the Companies and Worthen. The pro forma
financial data does not give effect to the pending
acquisitions of Dalhart, Salem, Pampa and West Side, which
acquisitions are not material to Boatmen's individually or
in the aggregate. See "THE PARTIES -- Boatmen's -- Pending
Acquisitions."

(b) Worthen's historical consolidated. Worthen will be
accounted for as a pooling of interests and the
acquisition is expected to be completed in the first
quarter of 1995. Accordingly, historical financial data
is included for Worthen for all periods presented.

(c) The combined statements of Boatmen's and Worthen for the
periods described above have been designated herein as
Boatmen's Pro Forma.

(d) National Mortgage Parents and National Mortgage combined
historical. Financial data for the National Mortgage
Parents and National Mortgage represent nine months ended
October 31, 1994 and 1993 and the fiscal years ended January 31,
1994, 1993 and 1992, respectively. The condensed statements
of income present the National Mortgage Parents and the Home
Loan Companies on a combined basis.

(e) Home Loan Companies combined historical. The condensed
statements of income present the National Mortgage
Parents and the Home Loan Companies on a combined basis.

(f) The combined statements of Boatmen's, Worthen, National
Mortgage Parents and National Mortgage Combined and Home
Loan Companies have been designated herein as Pro Forma
Combined.

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BOATMEN'S PRO FORMA COMBINED CONDENSED BALANCE SHEET
(Unaudited)
September 30, 1994
(In thousands)

(d)
NATIONAL
MORTGAGE
PARENTS (e)
(c) AND COMBINED (f)
(a) (b) BOATMEN'S NATIONAL HOME LOAN PRO FORMA
BOATMEN'S WORTHEN PRO FORMA MORTGAGE<F1> COMPANIES ADJUSTMENTS COMBINED
--------- ------- --------- ------------ --------- ----------- ---------

ASSETS:
Cash and noninterest-bearing balances
due from banks . . . . . . . . . . . $1,767,030 $185,393 $1,952,423 $1,089 $332 $1,953,844
Short-term investments . . . . . . . . 45,604 948 46,552 46,552
Securities:
Held to maturity . . . . . . . . . . 4,200,436 1,073,127 5,273,563 5,273,563
Available for sale . . . . . . . . . 4,107,319 140,906 4,248,225 1,018 4,249,243
Trading. . . . . . . . . . . . . . . 25,600 25,600 25,600
Federal funds sold and securities
purchased under resale agreements. . 775,293 79,500 854,793 854,793
Loans held for sale. . . . . . . . . . 81,152 23,584 104,736 107,182 211,918
Loans, net of unearned income. . . . . 16,023,507 1,875,807 17,899,314 2,860 17,902,174
Less reserve for loan losses . . . . 347,060 33,483 380,543 380,543
--------------------------------------------------------------------------------------------
Loans, net . . . . . . . . . . . . . . 15,676,447 1,842,324 17,518,771 2,860 17,521,631
--------------------------------------------------------------------------------------------
Property and equipment . . . . . . . . 519,609 96,326 615,935 14,689 15 630,639
Intangibles. . . . . . . . . . . . . . 260,372 27,281 287,653 35,735 323,388
Other assets . . . . . . . . . . . . . 833,135 54,366 887,501 27,878 1,077 916,456
--------------------------------------------------------------------------------------------
Total Assets . . . . . . . . . . . . . $28,291,997 $3,523,755 $31,815,752 $187,591 $4,284 $32,007,627
============================================================================================
LIABILITIES AND EQUITY:
Noninterest-bearing deposits . . . . . $4,318,661 $583,997 $4,902,658 $4,902,658
Interest-bearing deposits. . . . . . . 16,165,655 2,377,077 18,542,732 18,542,732
--------------------------------------------------------------------------------------------
Total deposits . . . . . . . . . . . . 20,484,316 2,961,074 23,445,390 23,445,390
--------------------------------------------------------------------------------------------
Federal funds purchased and other
short-term borrowings. . . . . . . . 4,722,198 187,786 4,909,984 126,820 2,613 5,039,417
Long-term debt . . . . . . . . . . . . 515,428 43,030 558,458 40,222 598,680
Capital lease obligations. . . . . . . 38,575 1,794 40,369 40,369
Other liabilities. . . . . . . . . . . 323,503 28,337 351,840 8,131 61 360,032
--------------------------------------------------------------------------------------------
Total liabilities. . . . . . . . . . . 26,084,020 3,222,021 29,306,041 175,173 2,674 29,483,888
--------------------------------------------------------------------------------------------
Redeemable preferred stock . . . . . . 1,142 1,142 1,142
Stockholders' equity:
Common stock . . . . . . . . . . . . . 104,789 17,346 <F2> 122,135 110 103 4,697 <F3> 127,045
Surplus. . . . . . . . . . . . . . . . 795,776 164,149 <F2> 959,925 (4,802)<F3> 955,123
Retained earnings. . . . . . . . . . . 1,362,914 123,318 1,486,232 12,308 1,612 1,500,152
Less: Treasury stock. . . . . . . . (105) 105 <F3>
Unrealized net appreciation
(depreciation), available for sale
securities. . . . . . . . . . . . . . (56,644) (3,079) (59,723) (59,723)
--------------------------------------------------------------------------------------------
Total stockholders' equity . . . . . . 2,206,835 301,734 2,508,569 12,418 1,610 2,522,597
--------------------------------------------------------------------------------------------
Total liabilities and stockholders'
equity. . . . . . . . . . . . . . . . $28,291,997 $3,523,755 $31,815,752 $187,591 $4,284 $0 $32,007,627
=============================================================================================
Stockholder's equity per share . . . . $21.06 $20.54 $19.86
=========== =========== ============

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<FN>
NOTES TO PRO FORMA COMBINED CONDENSED BALANCE SHEET
(UNAUDITED)

<F1> As of October 31, 1994, the latest fiscal quarter end.

<F2> Based on the exchange ratio of 1.0 shares of Boatmen's Common for each share of Worthen common stock, including stock options,
17,345,556 additional shares of Boatmen's Common would have been issued as of September 30, 1994, in the acquisition of
Worthen.

<F3> Reflects the conversion of outstanding shares of National Mortgage to shares of Boatmen's Common.

<F4> It is anticipated that Worthen will record nonrecurring charges in the first quarter of 1995 upon consummation of the
Worthen merger and National Mortgage will also record nonrecurring charges in the first quarter of 1995 upon
consummation of the Merger. Boatmen's estimates the total of such charges will approximate $20 million on a pretax
basis, or a reduction of $.12 in earnings per share for the quarter. Accordingly, the effect of such charges are not
reflected in the pro forma financial statements as they are immaterial. Such nonrecurring charges would reflect direct
expenses of the mergers consisting of investment banking fees, other professional fees, severance and change of
control compensation payments, and a provision relating to closing of duplicate bank branches.

<F5> Interest rates increased steadily in 1994 which has increased the importance of managing interest rate risk associated
with on-balance sheet and derivatives instruments. The overall increase in interest rates is reflected in the prinme
rate which increased from 6.0% at December 31, 1993 to the current level of 8.5%. Based on the current interest rate
outlook and the asset/liability repricing structure, Boatmen's anticipates relative stability in the net interest
margin in the near term.

Boatmen's interest rate risk policy is to maintain a stable level of net interest income while also enhancing earnings
potential through limited risk positioning based on the forecast of future interest rates. Interest rate risk exposure is
limited, by policy, to 5% of projected annual net income. Adherence to these risk limits is controlled and monitored through
sophisticated simulation modeling techniques that consider the impact that alternative interest rate scenarios will have
on Boatmen's financial results.

An effective asset/liability management function is necessitated by the interest rate risk inherent in Boatmen's core
banking activities. If no other action is taken, the behavior of the core banking activity, which includes lending and
deposit activity, results in an extremely asset-sensitive position. Accordingly, to prudently manage the overall
interest rate sensitivity position, Boatmen's utilizes a combination of interest rate swaps and on-balance sheet financial
instruments to reduce the natural asset sensitivity of the core balance sheet.

The interest rate swap portfolio is currently being used to modify the interest rate sensitivity of subordinated
debt and to alter the interest rate sensitivity of Boatmen's prime-based loan portfolio. Boatmen's has accessed the capital
markets twice in recent years resulting in the issuance of $200 million of fixed rate subordinated debt. The impact of
adding long-term debt to the balance sheet resulted in a movement towards being more asset sensitive as proceeds were
initially used to replace short-term borrowings. Accordingly, to reduce the impact on Boatmen's gap position, $200 million
of interest rate swaps were executed to convert fixed rate debt to a floating rate instrument. Boatmen's prime based loan

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portfolio (approximately $5.5 billion) is the primary cause of the large asset sensitivity position of the core banking
activity as it is primarily funded by deposit liabilities that are less sensitive to movements in market interest rates.
As a means to alter the interest rate sensitivity of the prime based portfolio, Boatmen's has used off-balance sheet
instruments to convert approximately $2.0 billion of prime based loans to fixed rate instruments. Both interest swap programs
were consistent with management's objective of reducing the natural asset sensitivity of the core banking activities.

In 1994, Boatmen's added new swap transactions with a notional amount of $1.1 billion and $.6 billion of swaps matured,
such that at September 30, 1994, interest rate swaps totaled $2.3 billion. The swap portfolio increased net interest income
by approximately $16.3 million for the nine months of 1994, adding 9 basis points to the net interest margin, compared to
$14.0 million or 9 basis points in the same period last year. The swap portfolio is primarily comprised of contracts wherein
Boatmen's receives a fixed rate of interest while paying a variable rate. The average rate received at September 30, 1994
was 5.46% compared to an average rate paid of 5.14%, and the average remaining maturity of the total portfolio was less than
two years. The estimated fair value of the swap portfolio was a negative $123 million at September 30, 1994, based on
discounted cash flow models. Given that these swaps are valued using interest rates at quarter end, the estimated fair value
is not necessarily indicative of the future net interest potential of the portfolio over its remaining life. Approximately
90% of the portfolio is comprised of indexed amortizing swaps; accordingly, the maturity distribution could lengthen if
interest rates were to increase from current levels. Assuming interest rates were to increase 200 basis points from their
current levels, the average maturity distribution of the swap portfolio would increase from 2 years to approximately 4 years.
In addition, the results from the simulation model indicate that in a rising rate environment the net interest contribution
from the swap portfolio will lessen as the variable component resets upward, but this should be offset by a higher
contribution from core banking activities. The increased contribution from on-balance sheet instruments will occur as variable
rate assets reprice upward coupled with an increased contribution from administered rate liabilities, which are less sensitive
to rate movements.

While Boatmen's is primarily an end-user of derivative instruments, it does serve in a limited capacity as an
intermediary to meet the financial needs of its customers. The notional amount of the customer swap portfolio at September 30,
1994 totaled approximately $169 million. Interest rate risk associated with this portfolio is controlled by entering into
offsetting positions with third parties.

Any future utilization of off-balance sheet financial instruments will be determined based upon Boatmen's overall
interest rate sensitivity position and asset/liability management strategies, which are designed to limit interest
rate risk exposure (earnings at risk position) to no more than 5% of projected annual net income. Based on the current
interest rate sensitivity position, and assuming a gradual 100-200 basis point increase in interest rates over the next
12 months, the simulation model results indicate that Boatmen's earnings at risk position is within established limits.

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BOATMEN'S PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
(Unaudited)

Nine Months Ended September 30, 1994
(In thousands, except per share data)

(d)
(c) NATIONAL (f)
(a) (b) BOATMEN'S MORTGAGE PRO FORMA
BOATMEN'S WORTHEN PRO FORMA COMBINED COMBINED
--------- ------- --------- -------- ---------

Interest income. . . . . . . . . . . . $1,292,115 $162,142 $1,454,257 $9,969 $1,464,226
Interest expense . . . . . . . . . . . 528,363 56,197 584,560 4,382 588,942
----------------------------------------------------------------------------------------
Net interest income. . . . . . . . . 763,752 105,945 869,697 5,587 875,284
Provision for loan losses. . . . . . . 19,906 1,050 20,956 0 20,956
----------------------------------------------------------------------------------------
Net interest income after
provision for loan losses. . . . . . 743,846 104,895 848,741 5,587 854,328
Noninterest income . . . . . . . . . . 390,535 50,584 441,119 43,599 484,718
Noninterest expense. . . . . . . . . . 732,282 99,831 832,113 47,758 879,871
----------------------------------------------------------------------------------------
Income before income taxes . . . . . 402,099 55,648 457,747 1,428 459,175
Income tax expense . . . . . . . . . . 138,775 20,099 158,874 656 159,530
----------------------------------------------------------------------------------------
Net income . . . . . . . . . . . . . . $263,324 $35,549 $298,873 $772 $299,645
========================================================================================
Net income available to
common shareholders. . . . . . . . . $263,264 $35,549 $298,813 $772 $299,585
=========================================================================================
Net income per common share. . . . . . $2.52 $2.46 $2.37
=============== ============== ================
Average shares outstanding . . . . . . 104,673 121,693 126,603
=============== ============== ================

<FN>
SEE NOTES TO PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME.

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BOATMEN'S PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
(Unaudited)

Nine Months Ended September 30, 1993
(In thousands, except per share data)

(d)
(c) NATIONAL (f)
(a) (b) BOATMEN'S MORTGAGE PRO FORMA
BOATMEN'S WORTHEN PRO FORMA COMBINED COMBINED
--------- ------- --------- -------- ---------

Interest income. . . . . . . . . . . . $1,201,695 $158,292 $1,359,987 $7,325 $1,367,312
Interest expense . . . . . . . . . . . 473,848 60,056 533,904 4,601 538,505
----------------------------------------------------------------------------------------
Net interest income. . . . . . . . . 727,847 98,236 826,083 2,724 828,807
Provision for loan losses. . . . . . . 48,331 3,779 52,110 0 52,110
----------------------------------------------------------------------------------------
Net interest income after
provision for loan losses. . . . . . 679,516 94,457 773,973 2,724 776,697
Noninterest income . . . . . . . . . . 366,389 51,479 417,868 51,270 469,138
Noninterest expense. . . . . . . . . . 696,620 111,730 808,350 51,611 859,961
----------------------------------------------------------------------------------------
Income before income taxes . . . . . 349,285 34,206 383,491 2,383 385,874
Income tax expense . . . . . . . . . . 108,988 11,258 120,246 (209) 120,037
----------------------------------------------------------------------------------------
Net income . . . . . . . . . . . . . . $240,297 $22,948 $263,245 $2,592 $265,837
========================================================================================
Net income available to
common shareholders. . . . . . . . . $240,233 $22,948 $263,181 $2,592 $265,773
========================================================================================
Net income per common share. . . . . . $2.32 $2.19 $2.12
=============== ============== ===============
Average shares outstanding . . . . . . 103,415 120,170 125,080
=============== ============== ===============

<FN>
SEE NOTES TO PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME.

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96

BOATMEN'S PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
(Unaudited)

Year Ended December 31, 1993
(In thousands, except per share data)

(d)
(c) NATIONAL (f)
(a) (b) BOATMEN'S MORTGAGE PRO FORMA
BOATMEN'S WORTHEN PRO FORMA COMBINED COMBINED
--------- ------- --------- -------- ---------

Interest income. . . . . . . . . . . . $1,613,554 $212,082 $1,825,636 $20,557 $1,846,193
Interest expense . . . . . . . . . . . 631,974 79,264 711,238 15,836 727,074
----------------------------------------------------------------------------------------
Net interest income. . . . . . . . . 981,580 132,818 1,114,398 4,721 1,119,119
Provision for loan losses. . . . . . . 60,184 4,628 64,812 0 64,812
Net interest income after
provision for loan losses. . . . . . 921,396 128,190 1,049,586 4,721 1,054,307
Noninterest income . . . . . . . . . . 493,251 66,591 559,842 68,443 628,285
Noninterest expense. . . . . . . . . . 950,421 147,199 1,097,620 72,348 1,169,969
----------------------------------------------------------------------------------------
Income before income taxes . . . . . 464,226 47,582 511,808 816 512,623
Income tax expense . . . . . . . . . . 146,807 15,332 162,139 (691) 161,447
----------------------------------------------------------------------------------------
Net income . . . . . . . . . . . . . . $317,419 $32,250 $349,669 $1,507 $351,176
========================================================================================
Net income available to
common shareholders. . . . . . . . . $317,334 $32,250 $349,584 $1,507 $351,091
========================================================================================
Net income per common share. . . . . . $3.07 $2.91 $2.80
================= ================ ===============
Average shares outstanding . . . . . . 103,490 120,307 125,217
================= ================ ===============

<FN>
SEE NOTES TO PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME.

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BOATMEN'S PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
(Unaudited)

Year Ended December 31, 1992
(In thousands, except per share data)

(d)
(c) NATIONAL (f)
(a) (b) BOATMEN'S MORTGAGE PRO FORMA
BOATMEN'S WORTHEN PRO FORMA COMBINED COMBINED
--------- ------- --------- -------- ---------

Interest income. . . . . . . . . . . . $1,615,249 $229,968 $1,845,217 $16,731 $1,861,948
Interest expense . . . . . . . . . . . 737,533 99,780 837,313 13,516 850,829
----------------------------------------------------------------------------------------
Net interest income. . . . . . . . . 877,716 130,188 1,007,904 3,215 1,011,119
Provision for loan losses. . . . . . . 136,626 2,849 139,475 0 139,475
----------------------------------------------------------------------------------------
Net interest income after
provision for loan losses. . . . . . 741,090 127,339 868,429 3,215 871,644
Noninterest income . . . . . . . . . . 452,082 57,458 509,540 61,671 571,211
Noninterest expense. . . . . . . . . . 871,928 144,150 1,016,078 54,333 1,070,411
----------------------------------------------------------------------------------------
Income before income taxes . . . . . 321,244 40,647 361,891 10,553 372,444
Income tax expense . . . . . . . . . . 92,518 6,710 99,228 3,554 102,782
----------------------------------------------------------------------------------------
Net income . . . . . . . . . . . . . . $228,726 $33,937 $262,663 $6,999 $269,662
========================================================================================
Net income available to
common shareholders. . . . . . . . . $228,638 $33,937 $262,575 $6,999 $269,574
========================================================================================
Net income per common share. . . . . . $2.29 $2.25 $2.22
================= =============== ===============
Average shares outstanding . . . . . . 100,018 116,606 121,516
================= =============== ===============

<FN>
SEE NOTES TO PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME.

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BOATMEN'S PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
(Unaudited)

Year Ended December 31, 1991
(In thousands, except per share data)

(d)
(c) NATIONAL (f)
(a) (b) BOATMEN'S MORTGAGE PRO FORMA
BOATMEN'S WORTHEN PRO FORMA COMBINED COMBINED
--------- ------- --------- -------- ---------

Interest income. . . . . . . . . . . . $1,743,647 $240,693 $1,984,340 $8,691 $1,993,031
Interest expense . . . . . . . . . . . 1,001,115 131,730 1,132,845 6,069 1,138,914
----------------------------------------------------------------------------------------
Net interest income. . . . . . . . . 742,532 108,963 851,495 2,622 854,117
Provision for loan losses. . . . . . . 114,658 3,359 118,017 0 118,017
----------------------------------------------------------------------------------------
Net interest income after
provision for loan losses. . . . . . 627,874 105,604 733,478 2,622 736,100
Noninterest income . . . . . . . . . . 355,704 53,350 409,054 42,725 451,779
Noninterest expense. . . . . . . . . . 752,367 126,306 878,673 34,343 913,016
----------------------------------------------------------------------------------------
Income before income taxes . . . . . 231,211 32,648 263,859 11,004 274,863
Income tax expense . . . . . . . . . . 60,013 3,912 63,925 3,241 67,166
----------------------------------------------------------------------------------------
Net income . . . . . . . . . . . . . . $171,198 $28,736 $199,934 $7,763 $207,697
========================================================================================
Net income available to
common shareholders. . . . . . . . . $171,109 $28,736 $199,845 $7,763 $207,608
========================================================================================
Net income per common share. . . . . . $1.77 $1.78 $1.77
================ =============== ===============
Average shares outstanding . . . . . . 96,895 112,376 117,286
================ =============== ===============

<FN>
SEE NOTES TO PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME.

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

1. The change in average shares outstanding shown in the pro
forma analysis reflects the issuance of 1.0 shares of
Boatmen's Common for each share of Worthen common stock
and the issuance of 4.9 million shares of Boatmen's Common
in exchange for all outstanding shares of the National
Mortgage Parents and the Home Loan Companies.

2. Net income includes $868 for the nine months ended September
30, 1993 and year ended December 31, 1993, for the cumulative
effect of FAS No. 109 adoption at Worthen. Net income also includes
$1,042 for the nine months ended September 30, 1993 and year
ended December 31, 1993, for the cumulative effect of FAS No.
109 adoption at National Mortgage, and net operating loss
carryforwards at National Mortgage for the years ended December
31, 1992 and 1991 of $286 and $708, respectively.

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DESCRIPTION OF BOATMEN'S CAPITAL STOCK

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

As of October 31, 1994, approximately 104.8 million shares of
Boatmen's Common were issued and outstanding, 11,421 shares of
Boatmen's Series B Preferred Stock were issued and outstanding, and
1,500,000 shares of Junior Participating Preferred Stock Series C,
stated value $1.00 per share (a "Preferred Share") were reserved
for issuance with none outstanding. For a description of the
Preferred Shares, see "COMPARISON OF SHAREHOLDER RIGHTS --
Shareholder Rights Plan -- Boatmen's".

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

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

BOATMEN'S COMMON

DIVIDEND RIGHTS

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

VOTING RIGHTS

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

CLASSIFICATION OF BOARD OF DIRECTORS

The Board of Directors of Boatmen's is divided into three
classes, and the directors are elected by classes to three-year
terms, so that approximately one-third of the directors of
Boatmen's will be

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elected at each annual meeting of the shareholders. Although it
promotes stability and continuity of the Board of Directors,
classification of the Board of Directors may have the effect of
decreasing the number of directors that could otherwise be elected by
anyone who obtains a controlling interest in Boatmen's Common and
thereby could impede a change in control of Boatmen's. Because fewer
directors will be elected at each annual meeting, such classification
also will reduce the effectiveness of cumulative voting as a means of
establishing or increasing minority representation on the Board of
Directors.

PREEMPTIVE RIGHTS

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

LIQUIDATION RIGHTS

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

ASSESSMENT AND REDEMPTION

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

BOATMEN'S SERIES B PREFERRED STOCK

DIVIDEND RIGHTS

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

LIQUIDATION RIGHTS

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

REDEMPTION

Shares of Boatmen's Series B Preferred Stock are redeemable, at
the option of the holders thereof, at the redemption price of $100.00
per share plus accumulated dividends, provided, that (i) full

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cumulative dividends have been paid, or declared and funds
sufficient for payment set apart, upon any class or series of
preferred stock ranking superior to Boatmen's Series B Preferred
Stock; and (ii) Boatmen's is not then in default with respect to
any sinking or analogous fund or call for tenders obligation or
agreement for the purchase of any class or series of preferred
stock ranking superior to Boatmen's Series B Preferred Stock.

VOTING RIGHTS

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

SUPERIOR STOCK

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

COMPARISON OF SHAREHOLDER RIGHTS

The rights of holders of shares of Boatmen's Common are
governed by the Missouri Corporate Law and by the Restated
Articles of Incorporation, Bylaws and other corporate documents of
Boatmen's. The rights of holders of shares of common stock and
preferred stock of the National Mortgage Parents and National Home
are governed by the Tennessee Corporate Law and the respective
Articles of Incorporation, Bylaws and other corporate documents of
the National Mortgage Parents and National Home. The rights of
holders of shares of Arkansas Home are governed by the Arkansas
Corporate Law and by the Articles of Incorporation, Bylaws and
other corporate documents of Arkansas Home. The rights of holders
of National Home Mississippi are governed by Mississippi Corporate
Law and by the Articles of Incorporation, Bylaws and other
corporate documents of National Home Mississippi. A summary of the
material differences among the respective rights of holders of the
common stock and preferred stock of the National Mortgage Parents,
the common stock of the Home Loan Companies, and Boatmen's Common
is set forth below.

SHAREHOLDER VOTE REQUIRED FOR CERTAIN TRANSACTIONS

BUSINESS COMBINATIONS

Boatmen's/Missouri Corporate Law

The Missouri Corporate Law provides that, unless a
corporation's articles of incorporation or bylaws provide
otherwise, certain business combinations, including mergers,
require the approval of the holders of at least two-thirds of the
outstanding shares entitled to vote at such meeting.

Boatmen's Restated Articles of Incorporation provide that, in
addition to any affirmative vote required by law, any Business
Combination (as defined below) will require the affirmative vote of
the holders of not less than 80% of the issued and outstanding
shares of Boatmen's Common. Notwithstanding the foregoing,
however, Boatmen's Restated Articles of Incorporation also provide
that any such Business Combination may be approved by the
affirmative vote required by law if it has been

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103

approved by 75% of the entire Board of Directors of Boatmen's. The
term "Business Combination" means (i) any merger or consolidation of
Boatmen's or any subsidiary of Boatmen's with (a) any individual or
entity who, together with certain affiliates or associates, owns
greater than 5% of Boatmen's Common (a "Substantial Shareholder"); or
(b) any other corporation which, after such merger or consolidation,
would be a Substantial Shareholder, regardless of which entity
survives; (ii) any sale, lease, exchange, mortgage, pledge, transfer
or other disposition (in one transaction or a series of transactions)
to or with any Substantial Shareholder of all or substantially all of
the assets of Boatmen's or any of its subsidiaries; (iii) the adoption
of any plan or proposal for the liquidation of Boatmen's by or on
behalf of a Substantial Shareholder; or (iv) any transaction
involving Boatmen's or any of its subsidiaries, if the transaction
would have the effect, directly or indirectly, of increasing the
proportionate share of the outstanding shares of any class of
equity or convertible securities of Boatmen's of which a
Substantial Shareholder is the beneficial owner.

National Mortgage Parents and National Home/Tennessee
Corporate Law

The Tennessee Corporate Law provides that, unless a
corporation's articles of incorporation or bylaws provide
otherwise, certain business combinations, including a merger,
require the approval of each voting group entitled to vote
separately on the transaction by a majority of all the votes
entitled to be cast on the transaction by each voting group.

The Bylaws of each of the National Mortgage Parents provide
that any action by shareholders (which would include the approval
of business combinations involving the company) requires the
approval of not less than three-fourths of the voting stock of the
company.

Neither the Articles of Incorporation nor the Bylaws of
National Home increase the voting requirements for approval of
business combinations, including mergers.

Arkansas Home/Arkansas Corporate Law

The Arkansas Corporate Law provides that, unless a
corporation's articles of incorporation or bylaws provide
otherwise, certain business combinations, including a merger,
require the approval of each voting group entitled to vote
separately on the transaction by a majority of all the votes
entitled to be cast on the transaction by each voting group.

Neither the Articles of Incorporation nor the Bylaws of
Arkansas Home increase the voting requirement for approval of
business combinations, including mergers.

National Home Mississippi/Mississippi Corporate Law

The Mississippi Corporate Law provides that, unless a
corporation's articles of incorporation or bylaws provide
otherwise, certain business combinations, including a merger,
require the approval of each voting group entitled to vote
separately on the transaction by a majority of all the votes
entitled to be cast on the transaction by each voting group.

Neither the Articles of Incorporation nor the Bylaws of
National Home Mississippi increase the voting requirement for
approval of business combinations, including mergers.

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104

REMOVAL OF DIRECTORS

Boatmen's/Missouri Corporate Law

The Missouri Corporate Law provides that unless otherwise
provided in a corporation's articles of incorporation or bylaws,
directors may be removed, with or without cause, by a vote of the
holders of a majority of the shares then entitled to vote in an
election of the directors. Directors may be removed only at a
meeting called expressly for that purpose. If a corporation's
articles of incorporation or bylaws provide for cumulative voting
in the election of directors and if less than the entire board is
to be removed, no one of the directors may be removed if the votes
cast against his removal would be sufficient to elect him if then
cumulatively voted at an election of the entire board of directors,
or, if there are classes of directors, at an election of the class
of directors of which he or she is a part. Whenever the holders of
the shares of any class are entitled to elect one or more
directors, any references to a vote of the holders of outstanding
shares are to outstanding shares of that class and not to the vote
of the outstanding shares as a whole. Any director of a
corporation may be removed for cause by an action of a majority of
the entire board of directors if the director fails to meet the
qualifications stated in the corporation's articles of
incorporation or bylaws for election as a director or is in breach
of any agreement between such director and the corporation relating
to such director's services as a director or employee of the
corporation. Notice of the proposed removal must be given to all
directors of a corporation prior to action thereon.

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

National Mortgage Parents and National Home/Tennessee
Corporate Law

The Tennessee Corporate Law provides that directors may resign
or, at a meeting called for that purpose and properly noticed, the
shareholders may remove directors without cause unless the
corporation's articles of incorporation provides that the directors
may be removed only for cause. If a director is elected by a
voting group of shareholders, only such shareholders of that voting
group may participate in the vote to remove him or her without
cause. If directors are elected by cumulative voting, a director
may not be removed if the number of votes sufficient to elect him
under cumulative voting is voted against his removal. If directors
are not elected by cumulative voting, then a director may be
removed only if the number of votes cast to remove him exceeds the
number of votes objecting to his or her removal. A corporation's
articles of incorporation may provide that directors may be removed
for cause by a vote of a majority of the entire board of directors at a
meeting called for that purpose and properly noticed. The corporation
or the holders of at least 10% of the outstanding shares of any class
of stock of the corporation may commence a judicial proceeding to
remove a director, and the court may so remove the director if: (i)
the court finds that the director engaged in fraudulent or dishonest
conduct or gross abuse of authority or discretion with regard to the
corporation, and (ii) the removal would be

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in the best interest of the corporation. A director so removed may be
barred by the court from re-election for a period prescribed by the
court. If the shareholders commence such a judicial proceeding, they
must make the corporation a party defendant.

Neither the Articles of Incorporation nor the Bylaws of each
of the National Mortgage Parents contain any provisions addressing
the removal of directors. As discussed above, however, the Bylaws
of each of the National Mortgage Parents provide that any action by
shareholders (which would include the removal of directors)
requires the approval of not less than three-fourths of the voting
stock of the company.

The Bylaws of National Home provide that directors may be
removed either with or without cause by a proper vote of the
shareholders and that directors may be removed with cause by a
majority of the entire board of directors of National Home.

Arkansas Home/Arkansas Corporate Law

The Arkansas Corporate Law provides that a director may resign
at any time or, at a meeting called for that purpose and properly
noticed, the shareholders may remove a director, with or without
cause, unless the corporation's articles of incorporation provide
that the directors may be removed only for cause. If a director is
elected by a voting group of shareholders, only the holders of
shares of that voting group may vote to remove him or her. If
directors are elected by cumulative voting, a director may not be
removed if the number of votes sufficient to elect him under
cumulative voting is voted against his removal. If directors are
elected by cumulative voting, a director may be removed only if the
number of votes cast to remove him exceeds the number of votes cast
against his removal. The Arkansas Corporate Law further provides
that a court may remove a director in a proceeding brought by a
shareholder holding a least 10% of the outstanding shares of any
class of stock or by the corporation if: (i) that court finds that
the director engaged in fraudulent or dishonest conduct or gross
abuse of authority or discretion with respect to the corporation,
and (ii) the removal is in the best interest of the corporation.
Any court which removes a director in such manner may bar the
director from re-election for a prescribed period. If a proceeding
is commenced by a shareholder, the corporation must be added as a
party defendant.

Arkansas Home's Bylaws provide that directors hold their
office until the next annual meeting or until the director's
successor is elected and qualified and that a director may resign
or may be removed, with or without cause, at any time by a special
meeting of the stockholders called expressly for that purpose.
Neither the Articles of Incorporation nor the Bylaws of Arkansas
Home increase the shareholder vote required to remove directors
above the vote necessary under the Arkansas Corporate Law.

National Home Mississippi/Mississippi Corporate Law

The Mississippi Corporate Law provides that a director may
resign or, at a meeting called for that purpose and properly
noticed, the shareholders may remove a director, with or without
cause, unless the corporation's articles of incorporation provide
that directors may be removed only for cause. If a director is
elected by a voting group of shareholders, only the holders of the
shares of such voting group may vote to remove him. If directors are
elected by cumulative voting, a director may not be removed if the
number of votes sufficient to elect him under cumulative voting is
voted against his removal. If directors are not elected by cumulative
voting, a director may be removed only if the number of votes

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cast to remove him is greater than the number of votes cast
against his removal. Under the Mississippi Corporate Law, a court
may remove a director of the corporation if the corporation or the
holders of 10% of the outstanding shares of the corporation
commence a proceeding to remove said director, and if: (i) the
court finds that the director engaged in fraudulent or dishonest
conduct, or gross abuse of authority or discretion with respect to
the corporation, and (ii) the removal is in the best interest of
the corporation. A director so removed may be barred by the court
from re-election for a period prescribed by the court. Any
shareholders commencing such a proceeding must make the corporation
a party defendant.

The Bylaws of National Home Mississippi provide that a
director may resign at any time or may be removed at any time, with
or without cause, by the shareholders at a special meeting called
expressly for that purpose. National Home Mississippi's Bylaws
further provide that a director may also be removed for cause by an
action of the Board of Directors. Neither the Articles of
Incorporation nor the Bylaws of National Home Mississippi increase
the shareholder vote required for removal of directors above the
vote otherwise required under the Mississippi Corporate Law.

REMOVAL OF OFFICERS

Under Missouri Corporate Law, an officer or agent elected or
appointed by the board of directors may be removed by the board of
directors whenever, in the judgment of the board of directors, the
best interest of the corporation would be served thereby. Such
removal will be without prejudice to the contract rights of the
person so removed. Boatmen's Bylaws provide that an officer may be
removed at any time prior to the expiration of his or her term by
the affirmative vote of the majority of the directors.

National Mortgage Parents and National Home/Tennessee
Corporate Law

Under Tennessee Corporate Law, the board of directors of a
Tennessee corporation may remove any officer at any time, with or
without cause, and any officer who appoints another officer or
assistant officer may likewise remove such officer or assistant
officer. While appointment of an officer does not in itself create
contract rights, the removal of an officer does not affect any
contract rights he or she may have with a Tennessee corporation.
The Bylaws of the National Mortgage Parents provide that officers
will be elected for one year, and shall hold office until their
successors are elected and qualified. In the event, however, any
officer who has held an office in the preceding year is not re-
elected, or if a new officer is elected, the action of the board of
directors must be ratified at a stockholders meeting by a three-
fourths () majority vote of the voting stock, represented in
person or by proxy, before it will become effective. The Bylaws of
National Home provide that officers and agents may be removed by
the board of directors whenever, in its judgment, the best interest
of National Home would be served thereby.

Arkansas Home/Arkansas Corporate Law

The Arkansas Corporate Law provides that the board of
directors of an Arkansas corporation may remove an officer at any
time with or without cause, and while appointment of an officer
does not in itself create contract rights, removal of an officer
will not affect any contract rights he or she may have with an
Arkansas corporation. The Bylaws of Arkansas Home provide that
officers are elected by the board of directors and shall serve at the
pleasure of the board of directors subject to any contracts of
employment entered into by Arkansas Home.

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National Home Mississippi/Mississippi Corporate Law

The Mississippi Corporate Law provides that the board of
directors of a Mississippi corporation may remove any officer at
any time with or without cause, and an officer who appoints another
officer or an assistant officer may likewise remove such officer or
assistant officer. While appointment of an officer does not, in
itself, create contract rights, removal of an officer will not
affect any contract rights he or she may have with a Mississippi
corporation. The Bylaws of National Home Mississippi provide that
an officer of National Home Mississippi is elected by the board of
directors annually at the first annual meeting of the shareholders
and hold office until his or her successor is duly elected and
qualified or until he or she dies, resigns or is removed. An
officer or agent may be removed by the board of directors of
National Home Mississippi whenever the board of directors deems
such removal to be in the best interest of National Home
Mississippi. Such removal will be without prejudice to the
contract rights, if any, of the person so removed; however, an
election or appointment of an officer or agent does not in itself
create contract rights.

AMENDMENTS TO ARTICLES OF INCORPORATION

Boatmen's/Missouri Corporate Law

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

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

National Mortgage Parents and National Home/Tennessee
Corporate Law

The Tennessee Corporate Law generally provides that a
corporation may amend its articles of incorporation upon receiving,
unless the corporation's articles of incorporation require a
greater vote, the affirmative vote of a majority of the votes
entitled to be cast on the amendment.

Neither the Articles of Incorporation nor the Bylaws of any of
the National Mortgage Parents include any provision specifically
governing amendments to the articles of incorporation. As
discussed above, however, the Bylaws of each of the National
Mortgage Parents provide that any action by shareholders (which would
include amendments to the articles of incorporation) requires the
approval of not less than three-fourths of the voting stock of the
company.

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Neither the Articles of Incorporation nor the Bylaws of
National Home include a provision specifically governing amendments
to the Articles of Incorporation.

Arkansas Home/Arkansas Corporate Law

The Arkansas Corporate Law generally provides that a
corporation may amend its articles of incorporation upon receiving,
unless the corporation's articles of incorporation require a
greater vote, the affirmative vote of a majority of the votes
entitled to be cast on the amendment.

Neither the Articles of Incorporation nor Bylaws of Arkansas
Home include specific provisions relating to the amendment of its
Articles of Incorporation.

National Home Mississippi/Mississippi Corporate Law

The Mississippi Corporate Law generally provides that a
corporation may amend its articles of incorporation upon receiving,
unless the corporation's articles of incorporation require a
greater vote, the affirmative vote of a majority of the votes
entitled to be cast on the amendment.

Neither the Articles of Incorporation nor Bylaws of National
Home Mississippi include any provision related to the amendment of
its Articles of Incorporation.

SPECIAL MEETINGS OF SHAREHOLDERS; SHAREHOLDER ACTION BY WRITTEN
CONSENT

Boatmen's/Missouri Corporate Law

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

Boatmen's Bylaws provide that a special meeting of
shareholders may be called by the Chairman of the Board or the
President or by resolution of the Board of Directors whenever
deemed necessary. The business transacted at any such special
meeting will be confined to the purpose or purposes specified in
the notice therefor and the matters germane thereto.

National Mortgage Parents and National Home/Tennessee
Corporate Law

The Tennessee Corporate Law provides that a special meeting of
the shareholders of a corporation may be called by the board of
directors of the corporation or by the persons authorized to call
a special meeting by the corporation's articles of incorporation or
by-laws, or, unless the articles of incorporation of the
corporation provides otherwise, by the holders of at least 10% of
all of the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting if the shareholders
sign, date and deliver to the secretary of the corporation a
written demand for the meeting, describing the purpose or purposes
for which such special meeting is to be held. A corporation must
notify shareholders of the date, time, place and purpose of a
special meeting at least ten days but not more than two months prior
to the meeting date. Only the business within the purpose or purposes
described in the meeting notice may be conducted at a special
shareholders meeting. A court may order a special shareholders
meeting

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at the request of a shareholder who demands a special meeting if
notice of the special meeting was not given within a month of the
demand or the special meeting was not held in accordance with the
notice.

The Tennessee Corporate Law provides that actions required or
permitted at shareholders meetings may be taken without a meeting
if all the shareholders entitled to vote on the action sign and
deliver to the corporation written consent to taking such action
without a meeting, indicating each signing shareholder's vote or
abstention on the action.

The Bylaws of each of the National Mortgage Parents provide
that special meetings of the shareholders may be called at anytime
by resolution of the Board of Directors or by written request of
the shareholders holding one-third of the outstanding capital stock
of the corporation. Notice of a meeting of stockholders whether,
regular or special, must be mailed to each stockholder no later
than ten days before each meeting, and, in the case of a special
meeting, the notice must state the object of the meeting.

The Bylaws of National Home provide that special meetings of
the shareholders may be called by the president, a majority of the
board of directors, or by the holders of not less than one-tenth of
all the shares entitled to vote at such meeting. Written or
printed notice stating the place, day, hour and purpose of the
meeting and the person calling the meeting must be delivered either
personally or by mail to each shareholder entitled to vote at the
meeting. If mailed, the notice must be delivered not less than ten
nor more than 60 days prior to the meeting, and if delivered
personally, such notice must be delivered not less than five nor
more than 60 days prior to the meeting. The Bylaws of National
Home also provide that whenever the shareholders or directors are
required or permitted to take any action by a vote, such action may
be taken without a meeting pursuant to a written consent, setting
forth the action so taken, signed by all the persons or entities
entitled to vote thereon.

Arkansas Home/Arkansas Corporate Law

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

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

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necessary to authorize or to take such action at a meeting at which
all shares entitled to vote thereon were present and voted and is
delivered to the corporation.

Arkansas Home's Bylaws provide that the President, the Board
of Directors, and not less than 10% of the holders of the shares
entitled to vote on any action to be presented at a special meeting
may call a special meeting. Notice of a special meeting must be
sent to stockholders of record not less than ten nor more than 60
days before the special meeting. If a proposal to increase the
authorized capital stock or bonded indebtedness is submitted, then
notice must be given not less than 60 nor more than 75 days before
such meeting. Notice of a special meeting must state the purpose
of such meeting, and no other business may be transacted or
considered. An annual meeting is deemed, for the purpose of
notice, a special meeting if there is to be presented at such
meeting a proposal to increase the authorized capital stock or
bonded indebtedness, to dissolve, merge or consolidate, or to sell,
lease, exchange, or otherwise dispose of all or substantially all
of the Corporation's assets, to amend the articles of incorporation
or to effect any other fundamental corporate change. Arkansas
Home's Bylaws provide also that an action may be taken without a
meeting if consent, setting forth the action is signed by all
shareholders entitled to vote thereon.

National Home Mississippi/Mississippi Corporate Law

The Mississippi Corporate Law provides that a special meeting
of the shareholders of a corporation may be called by the board of
directors of the corporation or the person or persons authorized to
do so in the articles of incorporation or by-laws of the
corporation or, unless the articles of incorporation of the
corporation provide otherwise, by the holders of at least 10% of
all the votes entitled to be cast on any issue to be considered at
the proposed special meeting if the holders sign, date and deliver
to the corporation's secretary written demands for the meeting
describing the purpose or purposes for which it is to be held. A
corporation must notify shareholders of the date, time, place and
purpose of a special meeting not less than ten nor more than 60
days prior to the meeting date. Only business within the purpose
described in the meeting notice may be conducted at a special
shareholders meeting. A court may order a special meeting at the
request of a shareholder who demands a special meeting if notice of
the special meeting was not given within 30 days of the demand or
the special meeting was not held in accordance with the notice.

The Mississippi Corporate Law provides that any action
required or permitted to be taken at a shareholders meeting may be
taken without a meeting if the action is taken by all the
shareholders entitled to vote on the action, and all the
shareholders entitled to vote on the action sign and deliver to the
corporation written consents describing the action taken.

The Bylaws of National Home Mississippi provide that unless
otherwise provided by statute, a special meeting of the
shareholders may be called by the President and the Board of
Directors, and the President must call a special meeting at the
request of the holders of at least 10% of all outstanding shares
entitled to vote on any issue arising at such a meeting. Written
notice stating the place, date, hour and purpose of a special
meeting, unless otherwise prescribed by statute, must be delivered
to the shareholders not more than ten nor less than 50 days before
the special meeting. The Bylaws of National Home Mississippi
provide that unless otherwise provided by law, any action which may
be taken at a meeting of the shareholders or is required to be
taken at a meeting of the shareholders may be taken without a
meeting provided a written consent setting forth the actions so
taken is signed by all the shareholders entitled to vote thereon.

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NOTICE OF SHAREHOLDER NOMINATIONS OF DIRECTORS

Boatmen's/Missouri Corporate Law

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

Boatmen's Bylaws provide that a shareholder may nominate a
person for director only if he delivers notice of such nomination
to the Secretary of Boatmen's, accompanied or promptly followed by
such supporting information as the Secretary shall reasonably
request, not less than 75 days prior to the date of any annual
meeting or more than seven days after the mailing of notice of any
special meeting.

National Mortgage Parents and National Home/Tennessee
Corporate Law

Neither the Articles of Incorporation or Bylaws of the
National Mortgage Parents or National Home nor the Tennessee
Corporate Law contain any specific provisions regarding notice of
shareholders' nomination of directors.

Arkansas Home/Arkansas Corporate Law

Neither the Articles of Incorporation or Bylaws of Arkansas
Home nor the Arkansas Corporate Law contain any specific provisions
regarding notice of shareholders' nomination of directors.

National Home Mississippi/Mississippi Corporate Law

Neither the Articles of Incorporation or Bylaws of National
Home Mississippi nor the Mississippi Corporate Law contain any
specific provisions regarding notice of shareholders' nomination of
directors.

SHAREHOLDER PROPOSAL PROCEDURES

Boatmen's/Missouri Corporate Law

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

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

National Mortgage Parents and National Home/Tennessee
Corporate Law

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Arkansas Home/Arkansas Corporate Law

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

National Home Mississippi/Mississippi Corporate Law

Neither the Articles of Incorporation or Bylaws of National
Home Mississippi nor the Mississippi Corporate Law contain any
specific provisions regarding notice of shareholders' proposals.

SHAREHOLDER RIGHTS PLAN

Boatmen's

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

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

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

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

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

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

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

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

In the event that Boatmen's is acquired in a merger or other
business combination transaction or 50% or more of its consolidated
assets or earning power are sold, proper provision will be made so
that each holder of a Boatmen's Right will thereafter have the
right to receive, upon the exercise thereof at the then current
exercise price of the Boatmen's Right, that number of shares of
common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise
price of the Boatmen's Right. In the event that (i) any person or
group of affiliated or associated

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

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

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

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

In addition, if a bidder who does not beneficially own more
than 1% of the shares of Boatmen's Common and all other voting
shares of Boatmen's (together the "Voting Shares") (and who has not
within the past year owned in excess of 1% of the Voting Shares
and, at a time he held a greater than 1% stake, disclosed, or
caused the disclosure of, an intention which relates to or would
result in the acquisition or influence of control of Boatmen's)
proposes to acquire all of the Voting Shares for cash at a price
which a nationally recognized investment banker selected by such
bidder states in writing is fair, and such bidder has obtained
written financing commitments (or otherwise has financing) and
complies with certain procedural requirements, then Boatmen's, upon
the request of the bidder, will hold a special shareholders meeting to
vote on a resolution requesting the Board of Directors to accept the
bidder's proposal. If a majority of the outstanding shares entitled
to vote on the proposal vote in favor of such resolution, then for a
period of 60 days after such meeting the Boatmen's Rights will be
automatically redeemed at the Boatmen's Redemption Price immediately
prior to the consummation of any tender offer for all of such shares
at a price per share in cash equal to or greater than the price
offered by such bidder; provided,

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however, that no redemption will be permitted or required after the
acquisition by any person or group of affiliated or associated persons
of beneficial ownership of 20% or more of the outstanding shares of
Boatmen's Common. Immediately upon any redemption of the Boatmen's
Rights, the right to exercise the Boatmen's Rights will terminate
and the only right of the holders of Boatmen's Rights will be to
receive the Boatmen's Redemption Price.

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

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

National Mortgage Parents and National Home

None of the National Mortgage Parents or National Home has a
shareholder rights plan.

Arkansas Home

Arkansas Home does not have a shareholder rights plan.

National Home Mississippi

National Home Mississippi does not have a shareholder rights
plan.

DISSENTERS' RIGHTS

Boatmen's/Missouri Corporate Law

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

National Mortgage Parents and National Home/Tennessee
Corporate Law

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

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Arkansas Home/Arkansas Corporate Law

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

National Home Mississippi/Mississippi Corporate Law

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

TAKEOVER STATUTES

Boatmen's/Missouri Corporate Law

The Missouri Corporate Law contains provisions regulating a
broad range of business combinations, such as a merger or
consolidation, between a Missouri corporation with shares of its
stock registered under the federal securities laws, or a
corporation that makes an election, and an "interested shareholder"
(which is defined as any owner of 20% or more of the corporation's
stock) for five years after the date on which such shareholder
became an interested shareholder, unless the stock acquisition
which caused the person to become an interested shareholder was
approved in advance by the corporation's board of directors. This
so-called "five year freeze" provision is effective even if all the
parties should subsequently decide that they wish to engage in a
business combination. The Missouri Corporate Law also contains a
"control share acquisition" provision which effectively denies
voting rights to shares of a Missouri corporation acquired in
control share acquisitions unless a resolution granting such voting
rights is approved at a meeting of shareholders by affirmative
majority vote of (i) all outstanding shares entitled to vote at
such meeting voting by class if required by the terms of such
shares; and (ii) all outstanding shares entitled to vote at such
meeting voting by class if required by the terms of such shares,
excluding all interested shares. A control share acquisition is
one by which a purchasing shareholder acquires more than one-fifth,
one-third, or a majority, under various circumstances, of the
voting power of the stock of an "issuing public corporation." An
"issuing public corporation" is a Missouri corporation with (i) one
hundred or more shareholders; (ii) its principal place of business,
principal office or substantial assets in Missouri; and
(iii) either (a) more than 10% of its shareholders resident in
Missouri; (b) more than 10% of its shares owned by Missouri
residents; or (c) 10,000 shareholders resident in Missouri.
Boatmen's meets the statutory definition of an issuing public
corporation. If a control share acquisition should be made of a
majority or more of the corporation's voting stock, and those
shares are granted full voting rights, shareholders are granted
dissenters' rights.

National Mortgage Parents and National Home/Tennessee
Corporate Law

The Tennessee Corporate Law contains several provisions
regulating takeovers and business combinations. The Tennessee
Investor Protection Act makes it unlawful for any person to make a
takeover offer or to acquire any equity security in an offeree company
unless the takeover offer is exempt or becomes effective which
requires filing a registration statement and other documents with the
Tennessee Commissioner of Commerce and Insurance. The Tennessee
Investor Protection Act also sets forth restrictions and limits on
takeover offers. For example, a person who beneficially owns 5% or

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more of any class of the equity securities of a company is
prohibited from making a takeover offer for such company (the
"offeree company") unless, prior to making such offer, the offeror
makes a public announcement of his intention with respect to
changing or influencing the management or control of the offeree
company, makes a disclosure of such intention to the persons from
whom he intends to acquire such securities, and files with the
Commissioner and the offeree company a statement signifying such
intentions and containing any additional information required. An
offeror must make a takeover offer to the holders of record or
beneficial owners of equity securities of the offeree company who
reside in Tennessee on substantially the same terms as the offer is
made to owners of securities who reside outside of Tennessee. The
securities of an offeree company deposited pursuant to a takeover
offer may be withdrawn by the offeree or on the offeree's behalf at
any time within seven days from the date the offer has become
effective or after 60 days from the date the offer has become
effective. If an offer is made for less than all the outstanding
securities in a class, but more securities are deposited within ten
days after the offer is effective than the offeror offered to
accept, then the securities must be accepted on a pro-rata basis.
The Tennessee Investor Protection Act also provides that if an
offeror increases the consideration for the takeover offer before
its expiration date, the increase must be paid for all equity
securities accepted before or after the variation of the terms of
the offer. The Tennessee Investor Protection Act does not apply to
state banks, savings and loan associations, public utilities or
domestic insurance companies (whose takeover is subject to other
specific provisions of title Tennessee law).

The Tennessee Business Combination Act provides that a
Tennessee corporation may not engage in a business combination with
an interested shareholder of such corporation or any affiliate or
associate of such interested shareholder for five years following
the interested shareholder's share acquisition unless the business
combination is approved by the board of directors of the
corporation or the business combination is exempt from the
Tennessee Business Combination Act. The Tennessee Business
Combination Act also provides the procedure to be followed to carry
out a business combination after the five year period.

The Tennessee Control Share Acquisition Act provides that
control shares acquired in a control share acquisition only have
the same voting rights of all other shares in its class if approved
by resolution of the shareholders at a meeting convened according
to the Tennessee Corporate Law, which resolution is approved by a
majority of all disinterested shares entitled to vote thereon.
Provisions of a corporation's articles of incorporation or bylaws
which have become effective prior to the occurrence of the control
share acquisition may authorize the redemption of all, but not less
than all, of the control shares acquired in a control share
acquisition during a period ending 60 days after the last
acquisition of control shares by an acquiring person if: (i) no
control acquisition statement has been filed or (ii) a control
acquisition statement has been filed and the shares are not
accorded voting rights by the shareholders. Provisions of a
corporation's articles of incorporation or bylaws which have become
effective prior to the occurrence of the control share acquisition
may also provide that in certain situations all shareholders, other
than the acquiring person, are entitled to an appraisal of the fair
value of their shares. The Tennessee Control Share Acquisition Act
applies to all corporations, as defined under the Act, which have
articles of incorporation or by-law provisions subjecting control
shares to the Tennessee Control Share Acquisition Act. "Control
shares" means issued and outstanding shares of an issuing public
corporation that, except for the Tennessee Control Share
Acquisition Act, when added to all of the acquiring person's shares
would entitle the acquiring person to exercise or direct the
exercise of the voting power in the election of directors in the
following ranges of voting power: (i) one-fifth or more but less
than one-third of all voting power; (ii) one-third or more but less
than a majority of all voting power; or (iii) a majority or more of
all voting power.

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The Tennessee Authorized Corporation Protection Act provides
that the Tennessee Business Combination Act and the Tennessee
Control Share Acquisition Act also applies to foreign corporations
which are required to obtain a certificate of authority from the
Tennessee Secretary of State and which meet two of the following
tests: (i) the corporation has its principal place of business
located in Tennessee; (ii) the corporation has its principal office
or place of business of significant subsidiaries, representing at
least 20% of such corporation's consolidated net sales, located in
Tennessee; (iii) the corporation has a majority of its fixed
assets, including those of its subsidiary, located in Tennessee;
(iv) the corporation has more than 10% of the beneficial owners of
the voting stock or more than 10% of its shares of voting stock
beneficially owned by residents of Tennessee; (v) the corporation,
including any significant subsidiary, employs more than 250
individuals in Tennessee or has a combined annual payroll to
residents of Tennessee in excess of $5,000,000; (vi) the
corporation, including any significant subsidiary, produces goods
and services in Tennessee resulting in annual gross receipts in
excess of $10,000,000; or (vii) the corporation, including any
significant subsidiary, has physical assets and/or deposits located
in Tennessee exceeding $10,000,000. In addition, to satisfying two
of the foregoing tests, the foreign corporation's board of
directors or shareholders must have adopted a bylaw or articles of
incorporation provision subjecting the corporation to the
provisions of such Acts.

The Tennessee Green Mail Act makes it unlawful for any
corporation to purchase either directly or indirectly any of its
shares at a price above the market value of such shares from any
person who holds more than 3% of the class of securities to be
purchased if such person has held such shares for less than two
years, unless approved by a majority of the outstanding shares of
each class of voting stock issued by the corporation or unless the
corporation makes an equal offer to all the holders of shares of
such class.

Arkansas Home/Arkansas Corporate Law

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

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National Home Mississippi/Mississippi Corporate Law

The Mississippi Control Share Act applies to all issuing
public corporations in existence on or after January 1, 1991 and
denies voting rights to the control shares of a Mississippi issuing
public corporation which are the subject of a control share
acquisition and have voting power of one-fifth or more of all
voting power unless the shareholders of the issuing public
corporation approve a resolution which grants the shares the same
voting rights that they had before they became control shares. The
term "issuing public corporation" means a Mississippi corporation
that (i) has securities registered under "12 of the Exchange Act or
is subject to Section 15(d) of the Exchange Act, and (2) either has
more than 10% of its shareholders residing in Mississippi, has more
than 10% of its shares owned by Mississippi residents, or has 500
shareholders resident in Mississippi. The term "control shares"
means issued and outstanding shares of an issuing public
corporation that, except for the Mississippi Control Share Act,
when added to all of the acquiring person's shares would entitle
the acquiring person to exercise or direct the exercise of the
voting power in the election of directors in the following ranges
of voting power: (i) one-fifth or more but less than one-third of
all voting power; (ii) one-third or more but less than a majority
of all voting power; or (iii) a majority or more of all voting
power.

The Mississippi Shareholder Protection Act provides that,
except in certain specified circumstances, a business combination
(defined as, among other things, a merger or similar transaction
with any "interested shareholder") must be approved by: (i) 80% of
the votes entitled to be cast by outstanding shares of voting stock
or the corporation voting together as a single class; and (2) two-
thirds of the votes entitled to be cast by holders of voting stock
other than stock of the interested shareholder who is a party to
the business combination or an affiliate or associate of the
interested shareholder, voting together as a single class. An
"interested shareholder" is defined as any person or associated
group of persons acting in concert (other than the corporation
and/or any subsidiaries) that: (i) is the beneficial owner,
directly or indirectly, of 20% or more of the voting power of the
outstanding voting stock of the corporation; or (ii) is an
affiliate of the corporation and at any time within the two-year
period immediately prior to the date in question was the beneficial
owner, directly or indirectly, of 20% or more of the voting power
of the then outstanding voting stock of the corporation.

LIABILITY OF DIRECTORS; INDEMNIFICATION

Boatmen's/Missouri Corporate Law

In accordance with the Missouri Corporate Law, and pursuant to
its Restated Articles of Incorporation, Boatmen's will indemnify
its directors and certain of its executive officers, and may
indemnify other employees or agents as it deems appropriate,
against reasonably incurred liabilities arising from any actual or
threatened, pending or completed action, suit, or proceeding by
reason of the fact that the indemnified person was a director,
officer, employee or agent of Boatmen's, or is or was serving at
the request of Boatmen's as a director, officer, employee, or agent
of another entity or enterprise, provided the indemnified person
acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of Boatmen's. With respect to
any criminal action or proceeding, the indemnified person must have
had no reasonable cause to believe his conduct was unlawful. In
the case of an action or suit by or in the right of Boatmen's,
Boatmen's may not indemnify any person against judgments or fines, or
as to any claim, matter, or issue as to which such person has been
adjudged to be liable for negligence or misconduct in the performance
of his duty to Boatmen's, unless and only to the extent that the
court in which the action or suit was brought determines upon

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

National Mortgage Parents and National Home/Tennessee
Corporate Law

The Tennessee Corporate Law provides that a corporation may
indemnify any person made a party to a proceeding because he or she
was a director against liability incurred in the proceeding if such
director conducted himself or herself in good faith, and reasonably
believed, in the case of his or her official capacity with the
corporation, that his or her conduct was in its best interest, and
in all other cases, that his or her conduct was at least not
opposed to the corporation's best interest. In a criminal
proceeding, a director must have had no reasonable cause to believe
his or her conduct was unlawful in order to be indemnified. A
corporation may not indemnify a director in connection with a
proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or in connection
with any other proceeding charging improper personal benefit to the
director in which he or she was adjudged liable on the basis that
personal benefit was improperly received by him or her. The
Tennessee Corporate Law further requires that, unless limited by
its articles of incorporation, a corporation must indemnify a
director who is successful in defending any proceeding to which he
or she was a party because he or she is or was a director of the
corporation against reasonable expenses incurred by him or her in
connection with such proceeding. A corporation may pay for or
reimburse the reasonable expenses incurred by a director in advance
of final disposition of the proceeding if (i) the director
furnishes a written affirmation of his or her good faith belief
that he or she has met the standard of conduct required for
indemnification, (ii) the director furnishes the corporation a
written undertaking to repay the advance if it is ultimately
determined that he or she is not entitled to indemnification, and
(iii) a determination is made that the facts then known would not
preclude indemnification. Unless a corporation's articles of
incorporation provides otherwise, a director may apply for
indemnification to the court conducting the proceeding or to
another court of competent jurisdiction. The court may order
indemnification if it determines that the director is entitled to
mandatory indemnification under the Tennessee Corporate Law, at
which point the court will also order the corporation to pay the
director's reasonable expenses incurred to obtain the court-ordered
indemnification, or the court will order indemnification if it
determines the director is fairly and reasonably entitled to
indemnification in light of all of the relevant circumstances,
whether or not he or she met the required standard of conduct or was

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adjudged liable, but if he or she was adjudged liable, his or
her indemnification is limited to reasonable expenses incurred. A
determination that a director is entitled to indemnification must
be made by (i) the board of directors by a majority vote of a
quorum of non-party directors, (ii) if a quorum cannot be obtained,
by a majority vote of a committee designated by the board of
directors consisting of at least two non-party directors, or
(iii) by independent special legal counsel selected by the board of
directors or its committee or, if a quorum of the board of
directors cannot be obtained and the committee cannot be
designated, selected by a majority vote of the full board of
directors or by the shareholders, excluding holders of shares owned
by or voted under the control of the party directors. Unless a
corporation's articles of incorporation provides otherwise, an
officer of the corporation who is not a director is entitled to
mandatory indemnification and to apply for court ordered
indemnification to the same extent as a director. A corporation
may also indemnify and advance expenses to an officer, employee or
agent of the corporation who is not a director to the same extent
as a director, and a corporation may indemnify and advance expenses
to an officer, employee or agent who is not a director to the
extent, consistent with public policy, provided by its articles of
incorporation, bylaws, general or specific action of its board of
directors, or contract. The indemnification and advancement of
expenses provided are not exclusive of any other rights to which
the director seeking indemnification or advancements of expenses
may be entitled; however, no indemnification may be made to or on
behalf of any director if a judgment or other final adjudication
adverse to the director establishes his or her liability for any
breach of duty of loyalty to the corporation or its shareholders,
for acts or omissions not in good faith which involve intentional
misconduct, a known violation of law or for an unlawful
distribution. A corporation's articles of incorporation may limit
indemnification and the advancement of expenses. The Tennessee
Corporate Law further provides that it does not limit a
corporation's power to pay or reimburse expenses incurred by a
director in connection with appearing as a witness at a proceeding
when he or she is not named as a defendant or respondent.

The Bylaws of the National Mortgage Parents and National Home
provide that the National Mortgage Parents and National Home have
the authority to indemnify directors, officers, employees and
agents of the National Mortgage Parents and National Home in
substantially the same manner as provided under the Tennessee
Corporate Law. The Bylaws of the National Mortgage Parents and
National Home provide, however, that the National Mortgage Parents
and National Home must indemnify a director, officer, employee or
agent who is or was made a party or is threatened to be made a party
to any proceeding by reason of the fact that he or she is or was a
director, officer, employee or agent of the National Mortgage
Parents or National Home, or is or was serving at the request of
the National Mortgage Parents or National Home as a director,
officer, employee or agent of another enterprise if such person (i)
conducted himself or herself in good faith, (ii) reasonably
believed, in the case of his or her official capacity, that his or
her conduct was in the best interest of the National Mortgage
Parents or National Home and, in all other cases, that his or her
conduct was at least not opposed to the best interest of the
National Mortgage Parents or National Home, and (iii) had no
reasonable cause to believe, in the case of any criminal
proceeding, that his or her conduct was unlawful. The Bylaws of
the National Mortgage Parents and National Home also provide that
the National Mortgage Parents and National Home must advance
expenses to a director, officer, employee or agent if (i) such
person furnishes a written affirmation that it is his or her good
faith belief that he or she met the standard of conduct required,
(ii) such person furnishes a written undertaking to repay all
amounts advanced if it is ultimately determined that such person is
not entitled to be indemnified, and (iii) a determination is made that
the facts then known to those making the determination would not
preclude indemnification. The Bylaws of the National Mortgage Parents
and National Home further provide that indemnification continues with
respect to an indemnitee who has ceased to be a director, officer,
employee or agent and will inure to the benefit of the indemnitee's
estate or personal representative.

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Arkansas Home/Arkansas Corporation Law

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

The Bylaws of Arkansas Home provide that Arkansas Home has the
authority to indemnify any director, officer, employee or agent of
Arkansas Home in a similar manner as provided under the Arkansas
Corporate Law. The Bylaws of Arkansas Home provide, however, that
Arkansas Home must indemnify a director, officer, employee or agent
who is made party to or threatened to be made party to any
proceeding by reason of the fact that he or she is or was a
director, officer, employee or agent of Arkansas Home or was
serving as a director, officer, employee or agent of another
enterprise at the request of Arkansas Home if such person (i) acted
in good faith and in a manner he or she reasonably believed to be
in and not opposed to the best interest of Arkansas Home, and
(ii) with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The
Bylaws of Arkansas Home also provide that Arkansas Home may not
indemnify a director, officer, employer or agent in connection with
a proceeding by or in the right of Arkansas Home in which said
director, officer, employee or agent was adjudged liable to Arkansas
Home or in connection with any other proceeding charging improper
personal benefits to him or her in which he or she was adjudged liable
on the basis that personal benefit was improperly received by him or
her. Indemnification by Arkansas Home is permitted under the Bylaws
of Arkansas Home only upon a determination to that effect made by (i)
a majority vote of a quorum of non-party directors, or (ii) if such
quorum is not attainable, by a majority vote of a committee designated
by the board of directors consisting of two or more non-party
directors, or (iii) by independent legal counsel selected by the board
of directors or committee in

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the manner prescribed above or, if a quorum of the board of directors
may not be obtained and a committee cannot be designated, selected by
a majority vote of the full board of directors, or (iv) by the
shareholders (excluding shares owned or voted under the control of any
party directors). The Bylaws of Arkansas Home further provide that
Arkansas Home must advance reasonable expenses incurred by a director,
officer, employee or agent prior to final disposition of a proceeding
if (i) the director, officer, employee or agent furnishes a written
affirmation of his or her good faith belief that he or she met the
standard of conduct required, (ii) the director, officer, employee
or agent furnishes a written undertaking to pay all amounts
advanced if it is ultimately determined by final adjudication that
such person is not entitled to be indemnified, and (iii) a
determination is made that the facts then known to those making the
determination would not preclude indemnification.

National Home Mississippi/Mississippi Corporate Law

The Mississippi Corporate Law provides that a corporation may
indemnify any person made a party to a proceeding because he or she
was a director against liability incurred in the proceeding if said
director conducted himself in good faith, and reasonably believed,
in the case of his official capacity with the corporation, that his
or her conduct was in its best interest, and in all other cases,
that his or her conduct was at least not opposed to the
corporation's best interest. In a criminal proceeding, a director
must have had no reasonable cause to believe his or her conduct was
unlawful in order to be indemnified. A corporation may not
indemnify a director in connection with a proceeding by or in the
right of the corporation in which the director was adjudged liable
to the corporation or in connection with any other proceeding
charging improper personal benefit to the director in which he or
she was adjudged liable on the basis that personal benefit was
improperly received by him or her. The Mississippi Corporate Law
requires that unless limited by its articles of incorporation, a
corporation must indemnify a director who is successful in
defending any proceeding to which he or she was a party because he
or she is or was a director of the corporation against reasonable
expenses incurred by him or her in connection with such proceeding.
A corporation may pay for or reimburse the reasonable expenses
incurred by a director in advance of final disposition of the
proceeding if (i) the director furnishes a written affirmation of
his good faith belief that he or she has met the standard of
conduct required for indemnification, (ii) the director furnishes
the corporation a written undertaking to repay the advance if it is
ultimately determined that he or she is not entitled to
indemnification, and (iii) a determination is made that the facts
then known would not preclude indemnification. Unless a
corporation's articles of incorporation provide otherwise, a
director may apply for indemnification to the court conducting the
proceeding or to another court of competent jurisdiction. The
court may order indemnification if it determines that the director
is entitled to mandatory indemnification under the Mississippi
Corporate Law, at which point the court will also order the
corporation to pay the directors reasonable expenses incurred to
obtain the court-ordered indemnification, or the court will order
indemnification if it determines the director is fairly and
reasonably entitled to indemnification in light of all of the
relevant circumstances, whether or not he or she met the required
standard of conduct or was adjudged liable, but if he or she was
adjudged liable his or her indemnification is limited to reasonable
expenses incurred. A determination that a director is entitled to
indemnification must be made by (i) the board of directors by a
majority vote of a quorum of non-party directors, (ii) if a quorum
cannot be obtained, by a majority vote of a committee designated
by the board of directors consisting of at least two non-party
directors, or (iii) by independent special legal counsel selected
by the board of directors or its committee or, if a quorum of the
board of directors cannot be obtained and the committee cannot be
designated, selected by a majority vote of the full board of
directors or by the shareholders, excluding holders of shares owned
by or voted under the control of the party directors. Unless a
corporation's articles of incorporation provide otherwise, an
officer of the corporation who is not a director is entitled to
mandatory indemnification and to apply for court ordered

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indemnification to the same extent as a director. A corporation
may indemnify and advance expenses to an officer, employee or agent
of the corporation who is not a director to the same extent as a
director, and a corporation may indemnify and advance expenses to
an officer, employee or agent who is not a director to the extent,
consistent with public policy, provided by its articles of
incorporation, by-laws, general or specific action of its board of
directors, or contract. Mississippi Law provides that
indemnification in connection with the proceeding by or in the
right of the corporation is limited to reasonable expenses incurred
in connection with that proceeding. Unless the articles of
incorporation or bylaws provide otherwise, any indemnification
provided for in the articles of incorporation or bylaws do not
prevent a corporation from providing the indemnity under the
Mississippi Corporate Law. A corporation may make any further
indemnity authorized in the articles of incorporation, any by-law
made by the shareholders, or any resolution adopted by the
shareholders except for indemnity against gross negligence or
wilful misconduct. The Mississippi Corporate Law also provides
that it does not limit a corporation's power to pay or reimburse
expenses incurred by a director in connection with appearing as a
witness at a proceeding when he is not named as a defendant or
respondent.

The Bylaws of National Home Mississippi provide that
National Home Mississippi has the authority to indemnify directors,
officers, employees and agents of National Home Mississippi in
substantially the same manner as provided under the Mississippi
Corporate Law. The Bylaws of National Home Mississippi provide,
however, that National Home Mississippi must indemnify a director,
officer, employee or agent who is or was made a party or is
threatened to be made a party to any proceeding by reason of the
fact that he or she is or was a director, officer, employee or
agent of National Home Mississippi or is or was serving at the
request of National Home Mississippi as a director, officer,
employee or agent of another enterprise if such person (i)
conducted himself or herself in good faith, (ii) reasonably
believed, in the case of his or her official capacity, that his or
her conduct was in the best interest of National Home Mississippi
and, in all other cases, that his or her conduct was at least not
opposed to the best interest of National Home Mississippi, and
(iii) had no reasonable cause to believe, in the case of any
criminal proceeding, that his or her conduct was unlawful. The
Bylaws of National Home Mississippi also provide that National Home
Mississippi must advance expenses to a director, officer, employee
or agent if (i) such person furnishes a written affirmation that it
is his or her good faith belief that he or she met the standard of
conduct required, (ii) such person furnishes a written undertaking
to repay all amounts advanced if it is ultimately determined that
such person is not entitled to be indemnified, and (iii) a
determination is made that the facts then known to those making the
determination would not preclude indemnification. The Bylaws of
National Home Mississippi further provide that indemnification
continues to an indemnitee who has ceased to be a director,
officer, employee or agent and will inure to the benefit of the
indemnitee's estate or personal representative.

CONSIDERATION OF NON-SHAREHOLDER INTERESTS

Boatmen's/Missouri Corporate Law

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

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prospects of the person making the acquisition proposal, and (vi) the
competence, experience and integrity of the person making the
acquisition proposal.

National Mortgage Parents and National Home/Tennessee
Corporate Law

Neither the Tennessee Corporate Law nor the Articles of
Incorporation or Bylaws of the National Mortgage Parents or
National Home contain provisions regarding the consideration of
non-shareholder interests.

Arkansas Home/Arkansas Corporate Law

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

National Home Mississippi/Mississippi Corporate Law

The Mississippi Law provides that, in addition to considering
the interests of the corporation's shareholders, in determining
what he or she believes to be in the best interests of the
corporation, a director may consider the following factors:
(i) the interests of the corporation's employees, suppliers,
creditors and customers, (ii) the economy of the state and the
nation, (iii) community and societal considerations, and (iv) the
long-term and short-term interests of the corporation and its
shareholders including the possibility that these interests may be
best served by the continued independence of the corporation.

RESTRICTIONS ON TRANSFER OF SHARES

Boatmen's

Shares of Boatmen's Common issuable in the Mergers are freely
transferable under the Securities Act except for shares issued to
any person who may be deemed to be an "affiliate" of the Companies
for purposes of Rule 145 under the Securities Act. See "THE
MERGERS -- Resales of Boatmen's Common." The transfer of shares of
Boatmen's Common is, however, restricted pursuant to the terms of the
Stockholders Agreement. See "THE STOCKHOLDERS AGREEMENT."

National Mortgage Parents

The National Mortgage Parents and the shareholders of each of
the National Mortgage Parents entered into a Shareholder Agreement,
effective November 29, 1991 (the "Shareholder Agreement"), which,
among other things, restricts the sale, transfer (whether
voluntary, involuntary, or by operation of law), encumbrance and
disposition of shares of the National Mortgage Parents.

Under the Shareholder Agreement, a shareholder may not
hypothecate or encumber his or her shares of the National Mortgage
Parents without the consent of the shareholders of the National
Mortgage Parents owning 75% of the common stock of each of the
National Mortgage Parents unless (i) after receiving a bona fide
written offer, the shareholder first offers, in writing, to sell
such shares upon the same terms and at the same price to the other
shareholders and the National Mortgage Parents in the manner
specifically provided in the Shareholder Agreement, or (ii) with 30
days prior written notice to

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the respective National Mortgage Parent, the shareholder transfers
his or her shares to a "Sub-Family Line Member" (as defined in the
Shareholder Agreement) of the "Sub-Family Line" (as defined in the
Shareholder Agreement) of which he or she is a member. Any transferee
of the shares must execute the Shareholder Agreement, agreeing to be
bound thereby. If neither the shareholders to whom the shares were
offered nor the National Mortgage Parents purchase all of the shares
which the shareholder offered to sell within a 90 day time period,
then the shareholder may sell his or her shares to a third party
subject to the following restrictions: (i) all offered shares must be
sold and the action completed within 60 days after the refusal to
purchase or expiration of the option to purchase, (ii) the sale price
must not be lower than the offering price and there must be no
material change in the terms from those of the bona fide offer, (iii)
the transferee must sign the Shareholder Agreement agreeing to be
bound thereby; and (iv) the shares that are sold must be converted to
non-voting shares. If all of the shares are not sold within the 60
day time period, they must be offered again to the National
Mortgage Parents and shareholders as provided in the Shareholder
Agreement.

Under the Shareholder Agreement, the National Mortgage Parents
have an option to purchase, for a stated price, any shares subject
to involuntary transfer or transfer by operation of law, and the
Shareholder Agreement has specific provisions governing the manner
of such a purchase. Similarly, a transfer of shares to a voting
trust must be done in the manner provided in the Shareholder
Agreement.

Under the Shareholder Agreement, a Shareholder may transfer
shares by will or by intestate secession only to Sub-Family Line
Members of the same Sub-Family Line of which he or she is a member,
and, a transferee must sign the Shareholder Agreement, agreeing to
be bound thereby. Any shares owned by the estate of a deceased
shareholder not passed by a will or intestate succession may be
sold or transferred by the personal representative for the deceased
shareholder's estate in the same manner as the shareholder could
have sold or transferred the shares during his or her lifetime;
provided, however, members of the same Sub-Family Line of which the
deceased Shareholder was a member have the first right to purchase
for five months after the death of the shareholder by notice to the
personal representative. If a shareholder or a National Mortgage
Parent elects to purchase shares from the personal representative
for the deceased shareholder, the personal representative must sell
the shares in accordance with the Shareholder Agreement.

The Shareholder Agreement terminates as to one or more
National Mortgage Parents and the shareholders thereof upon the
following events: (i) a public offering of the preferred stock or
common stock of a National Mortgage Parent or any affiliate
thereof, (ii) a liquidation and dissolution of a National Mortgage
Parent, and (iii) 75% of the holders of the common stock agree in
writing to terminate the Shareholder Agreement.

The Shareholder Agreement also provides that, upon their
retirement or the termination of their full time employment with
one of the National Mortgage Parents or an affiliate thereof or
upon their death, holders of the common stock of the National
Mortgage Parents, or their personal representatives, as the case
may be, have the right to acquire at a cost of $.001 per share the
same number of shares of preferred stock from each National
Mortgage Parent that will give him or her the same percentage of
preferred stock of such National Mortgage Parent as he or she has
common stock of such National Mortgage Parent. In addition,
holders of preferred stock and any transferees permitted under the
Shareholder Agreement must surrender their preferred stock upon
entering into employment with any of the National Mortgage Parents
or any affiliate thereof (unless such person acquired the shares
after November 29, 1991 from a family member by inheritance, will
or intestate).

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The Shareholder Agreement will be terminated on or prior to
the Closing in accordance with the terms of the Modification and
Termination Agreement. See "THE MERGERS -- Certain Other
Agreements of Companies -- Miscellaneous."

The Bylaws of the National Mortgage Parents provide that no
stock may be sold, assigned or transferred by a shareholder, except
to other shareholders of record in the National Mortgage Parent in
which the shareholder owns stock, unless the shareholder first
offers the same stock on the same terms and conditions as contained
in the bona fide offer to other shareholders in the National
Mortgage Parent in which he or she owns stock. The Bylaws of the
National Mortgage Parents will be amended and restated in their
entirety as of the Effective Time to, among other things, remove
the restrictions on transfer described in the preceding sentence.
See "THE MERGERS -- Certain Other Agreements of Companies -- By-law
Amendments."

National Home

National Home and its shareholders executed a Stock
Restriction Agreement, dated March 4, 1981 (the "Stock Restriction
Agreement") pursuant to which a shareholder who desires to sell,
encumber or otherwise dispose of any stock in National Home must
first offer such stock to National Home at the price set forth on
the "Valuation Schedule" attached to the Stock Restriction
Agreement (which price is determined in accordance with the
provisions of the Stock Restriction Agreement). Within 60 days of
the death of a shareholder or within fifteen days of the
termination of a shareholder's employment by National Home, the
shareholder or his personal representative must tender, in writing,
his or her shares to National Home at the price set forth on the
Valuation Schedule. National Home then has 60 days to accept, in
writing, to purchase all or part of the stock so offered upon the
terms offered. If National Home does not accept within the 60 day
period, the shareholder or his personal representative has an
unlimited right to sell or otherwise dispose of his or her shares
for another 60 day period. After such additional 60 day period,
the stock must again be offered to National Home. Any stock
acquired by a third party is subject to the restrictions of the
Stock Restriction Agreement. The Stock Restriction Agreement also
provides the manner in which National Home must pay for any stock
it acquires thereunder. National Home's Bylaws provide that shares
may be transferred on National Home's books by delivery and
surrender of the certificate, subject to restrictions imposed by
securities laws and any shareholder agreement. The Bylaws of
National Home will be amended and restated in its entirety as of
the Effective Time to, among other things, remove the restrictions
on transfer described in the preceding sentence. See "THE
MERGERS -- Certain Other Agreements of Companies -- Bylaw
Amendments."

Arkansas Home

The Bylaws of Arkansas Home provide that the President and
Secretary of Arkansas Home may enter into a contract between
Arkansas Home and any or all shareholders imposing restrictions on
the future transfer or disposition of shares, granting purchase
options to Arkansas Home or its shareholders or requiring Arkansas
Home or its shareholders to purchase such shares upon stated
contingencies. Any such restrictions, options or requirements may
be imposed on all shares of Arkansas Home upon the resolution
of the Board of Directors and the consent of all stockholders as of
the date of the resolution of the Board of Directors. As of the
date hereof, there are no contracts or resolutions in effect which
restrict the transfer of shares of Arkansas Home. The Bylaws of
Arkansas Home will be amended and restated in its entirety as of
the Effective Time to, among other things, remove the restrictions
on transfer

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described in the preceding sentence. See "THE MERGERS -- Certain
Other Agreements of Companies -- Bylaw Amendments."

National Home Mississippi

The Bylaws of National Home Mississippi provide that if a
shareholder desires to sell any or all of his or her stock of
National Home Mississippi, such shareholder must first make a
written offer to sell to all other shareholders of record and to
National Home Mississippi on the same terms and conditions as the
shareholder would sell to another buyer. National Home Mississippi
has the first option to purchase the shares. If neither National
Home Mississippi nor any shareholder of record offers to buy the
stock upon those terms and conditions, then the shareholder may
sell to a non-shareholder of record. If more than one shareholder
of record desires to purchase the stock, each may purchase the
stock in proportion to the number of shares of stock which each
owns of record at the time the offer to sell is made. Any owner or
purchaser of shares of National Home Mississippi must execute a
separate binding agreement, to be approved as to form by the Board
of Directors, warranting that the shareholder will not compete with
National Home Mississippi in any of its business activities, and in
particular the home mortgage industry or divulge any secrets or
process devised, owned or licensed to National Home Mississippi
while a shareholder and for a period of five years after ceasing to
be a shareholder, unless the Board of Directors consents otherwise.
The Bylaws of National Home Mississippi will be amended and
restated in its entirety as of the Effective Time to, among other
things, remove the restrictions on transfer described in this
paragraph. See "THE MERGERS -- Certain Other Agreements of
Companies -- Bylaw Amendments."

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INFORMATION ABOUT THE COMPANIES

BUSINESS OF COMPANIES

NATIONAL MORTGAGE PARENTS AND SHAREHOLDERS

The National Mortgage Parents, directly or through wholly-
owned subsidiaries, own all of the outstanding common stock of
National Mortgage. The ownership and business of National Mortgage
constitute substantially all of the business and assets of the
National Mortgage Parents. At September 30, 1994, the ownership of the
National Mortgage common stock constituted approximately 98% of the
total assets of the National Mortgage Parents and their
subsidiaries. See "FINANCIAL STATEMENTS OF COMPANIES."

The outstanding capital stock of the National Mortgage Parents
is held by approximately 47 individuals, all of whom are lineal
descendants (or their spouses) of the original founders of National
Mortgage. Each family shareholder holds the same percentage of the
outstanding common stock of each of the National Mortgage Parents,
subject to rounding adjustments. Approximately fifteen of the
family shareholders are employed by National Mortgage, including
the entire senior management team. In addition, all of the
directors of the National Mortgage Parents and National Mortgage
are family shareholders.

Pursuant to the Asset/Liability Transfer Agreement, certain of
the National Mortgage Parents and Home Loan Companies have agreed
to sell or transfer, at or prior to the Closing, certain specified
assets and liabilities unrelated to the mortgage banking business
of National Mortgage. See "THE MERGERS -- Certain Other Agreements
of Companies -- Disposition of Unrelated Assets and Liabilities."

NATIONAL MORTGAGE

General

National Mortgage is engaged in the mortgage banking business,
including the origination, purchase, warehousing, sale and
servicing of residential first mortgage loans secured by owner-
occupied, one-to-four family residences, as well as the acquisition
of servicing rights associated with such mortgage loans. At
October 31, 1994, National Mortgage produced or acquired the servicing
rights related to approximately $13.9 billion of mortgage loans.

National Mortgage was formed in 1951 under the laws of the
State of Tennessee as a complement to the residential real estate
business of three brothers, Ben, Joe and Sam Margolin. The
National Mortgage Parents and their subsidiaries hold all of the
common stock of National Mortgage. In addition to its headquarters
in Memphis, Tennessee, National Mortgage has eight branch offices
located in Tennessee, Mississippi and Ohio.

National Mortgage originates mortgage loans primarily through
referrals from real estate brokers, builders, developers, prior
customers and other sources. It has also developed a correspondent
network comprised of approximately 300 lenders which originate
mortgages on behalf of NMC. National Mortgage typically holds the
mortgage loans it originates for a one-to-two month warehousing period

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during which it packages the loans into pools of $1 million
or more and then sells them to investors in the secondary mortgage
market in the form of securities backed by pools of loans. NMC
also sells its mortgage loans on a whole loan basis to investors.
When NMC sells loans which it has originated, other than with
respect to those loans which are sold on a whole-loan basis, it
typically retains the right to service the loans and receives fees
for such servicing. National Mortgage's revenue consists primarily
of loan origination fees, net interest income on mortgage loans
held prior to sale, loan servicing fees and net gains from the sale
of loans sold, with servicing retained.

National Mortgage is currently approved for servicing by
FHA, VA, GNMA, FHLMC, and FNMA. NMC's current strategy is to acquire
loan servicing portfolios from time to time in the secondary market as well
as to retain the servicing rights on originated mortgage loans. In the
past, NMC has acquired servicing portfolios consisting of either GNMA, FNMA
or FHLMC securitized loans or whole loans, which are then securitized and
sold to investors, with NMC retaining the servicing rights. As of
October 31, 1994, National Mortgage was servicing approximately
289,463 mortgage loans.

National Mortgage established a multifamily/commercial loan
servicing department in 1993 in response to increased activity in
the area of multifamily and commercial structured finance
transactions. This department will service and master service such
loans on behalf of conduits and other issuers.

National Mortgage, through one or more of its affiliates,
offers various types of optional insurance coverages to its
borrowers, such as mortgage life insurance and mortgage disability
insurance.

Competition

The mortgage banking industry is highly competitive. National
Mortgage competes for loan originations with other financial
institutions, including mortgage bankers, state and national banks,
savings and loan associations, savings banks, credit unions and
insurance companies. NMC's competition for servicing rights
includes the aforementioned entities, plus independent servicing
entities and, recently, pension funds, money managers, mutual funds
and other institutional investors. Many of National Mortgage's
competitors have substantially greater financial and other
resources.

Regulation

NMC's mortgage banking business is subject to extensive
regulation by federal, state and local authorities, as well as the
rules and regulations of FNMA, FHLMC and GNMA with respect to
originating, processing, selling and servicing mortgage loans which
are designated to be sold or packaged for its respective programs.
NMC is also subject to examination by the Federal Housing
Commissioner at all times to assure compliance with FHA
regulations, policies and procedures. Mortgage origination
activities are subject to, among other federal laws, the Equal
Credit Opportunity Act, the Federal Truth-In-Lending Act, the Real
Estate Settlement Procedures Act and the rules and regulations
promulgated thereunder.

Employees

As of July 31, 1994, National Mortgage had approximately
849 employees, substantially all of whom were full-time employees.
None of NMC's employees are represented by unions. NMC considers
its relations with its employees to be good.

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Seasonality

The mortgage banking industry is generally subject to seasonal
trends reflecting the general regional pattern of sales and resales
of homes, although refinancings tend to be less seasonal and more
closely related to changes in interest rates. The mortgage
servicing business is generally not subject to seasonal trends.
See "INFORMATION ABOUT THE COMPANIES -- Management's Discussion and
Analysis of Financial Condition and Results of Operation of
Companies."

Facilities

National Mortgage's corporate and administrative headquarters
are located at 4041 Knight Arnold Road in Memphis, Tennessee. NMC
leases a total of 166,000 square feet of space in and around the
corporate headquarters. NMC leases a new building totalling 82,193
square feet from the National Parents. The remainder of the leases
are with related parties. NMC also leases office space for its
eight branch offices. Such leases will expire at various periods
over the next three years. NMC believes that its present
facilities are adequate for its current level of operations. Other
than real estate owned in connection with the foreclosure of
mortgage loans it has originated, National Mortgage does not
currently own any real estate.

HOME LOAN COMPANIES

Five of the family shareholders formed Arkansas Home, National
Home and National Home Mississippi in 1993, 1981 and 1988,
respectively. These Home Loan Companies are engaged principally to
make residential second mortgage loans and nonconforming first
mortgage loans. At September 30, 1994, the Home Loan Companies had
total loans of $2.9 million and total assets of $4.3 million. The
five shareholders of the Home Loan Companies each own an equal
number of shares of the Home Loan Companies and serve as the
officers and directors of such entities. In addition, each of the
five shareholders of the Home Loan Companies are officers and
directors of the National Mortgage Parents and National Mortgage.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF NATIONAL MORTGAGE PARENTS AND NATIONAL MORTGAGE

FINANCIAL CONDITION AT JULY 31, 1994 COMPARED TO
JANUARY 31, 1994 AND JULY 31, 1993

7/31/94 1/31/94 7/31/93
------- ------- -------
(In Thousands)

Mortgage loans held for sale $143,234 $326,712 $214,273
Purchased mortgage servicing rights 36,256 36,417 37,368
Total assets 228,164 411,451 284,834
Warehouse notes payable 139,884 321,786 195,530
Long-term debt 45,768 43,350 43,699
Notes payable other 15,158 19,626 22,594
Shareholders' equity $ 11,835 $ 11,738 $ 12,894

The decrease in total assets from January 31, 1994 to July 31,
1994 of approximately $183 million and the decrease of approximately
$57 million from July 31, 1993 reflects the decrease in mortgage loans
held for sale during the same period. This decrease is a result of a
substantial decrease in mortgage loan production during the first
six months of fiscal 1995. This decrease reflected the experience
of the mortgage industry as a whole during this period due to rising
mortgage interest rates.

Purchased mortgage servicing rights ("PMSR") decreased from
approximately $37.4 million at July 31, 1993 to approximately $36.4
million at January 31, 1994, and to approximately $36.3 million at
July 31, 1994. The decrease experienced during these periods was
primarily the result of increased amortization and an impairment
adjustment at January 31, 1994 resulting from the runoff of the
servicing portfolio during these periods.

Warehouse notes payable decreased from July 31, 1993 and
January 31, 1994 consistent with the decrease noted above in
mortgage loans held for sale during the same periods. Long-term
debt increased from January 31, 1994 to July 31, 1994 by
approximately $2.4 million from the issuance of notes payable to an
affiliated company to fund the purchase of mortgage servicing
rights.

Liquidity and Capital Resources

NMC's primary financing requirements relate to the financing
of its loan origination activities, acquisition of loan servicing
rights, and working capital for its loan production and servicing
operations. To meet these needs, the Company relies on its capital
base, warehouse lines of credit from commercial banks, terms loans
from commercial banks, borrowing from an affiliated company, and
cash flow from operations. Approximately $161 million of
additional borrowings was available under the warehouse lines and
term loans at July 31, 1994.

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RESULTS OF OPERATIONS FOR SIX MONTHS ENDED JULY 31, 1994 COMPARED
WITH SIX MONTHS ENDED JULY 31, 1993

The following table represents the results of operations for
the periods presented.

SIX MONTHS ENDED JULY 31, CHANGE
------------------------- ---------------
1994 1993 DOLLARS PERCENT
---- ---- ------- -------
(Dollars In Thousands)

Loan administration income $28,334 $30,250 $(1,916) (6)%
Income (loss) on loan origination (2,284) 1,306 (3,590) (275)
Net interest income 3,904 1,327 2,577 194
Other income 2,694 2,220 474 21
Noninterest expense (26,090) (25,677) (413) (2)
Amortization of purchased
mortgage servicing rights (3,484) (6,445) 2,961 46
Provision for foreclosure losses (2,738) (1,974) (764) (39)
Income taxes (239) (400) 161 40
----- ----- ----- ----
Income before cumulative effect
of accounting change $ 97 $ 607 $ (510) (84)%
======= ======= ======== =====

Loan administration income from the servicing of mortgage
loans decreased by approximately $1.9 million or 6% for the first
six months of fiscal 1995 as compared to the same period of fiscal
1994. This decrease in servicing reflects the effects of runoff of
the servicing portfolio experienced in fiscal 1994.

Origination income represents origination fees received from
retail loan production, fees received from correspondent loan
production less fees capitalized as a reduction of PMSR, and net
gains (losses) from the sale of mortgage loans. The following table
represents the components of net origination income for the periods
represented:

SIX MONTHS ENDED JULY 31, CHANGE
------------------------- ---------------
1994 1993 DOLLARS PERCENT
---- ---- ------- -------
(Dollars In Thousands)

Origination income $1,889 $2,486 $ (597) 24%
Net loss on sale of
mortgage loans (4,173) 1,180 (2,993) (254)
------- -----
Net origination (loss) income ($2,284) $1,306 $3,590 (275%)
======== ====== ====== =====

Net origination income for the six months ended July 31, 1993
was approximately $1.3 million as compared to a loss of
approximately $2.3 million for the six months ended July 31, 1994.
As illustrated above, the loss for the first half of fiscal 1995
was due primarily to losses on the sale of mortgage loans of
approximately $4.2 million as compared to the net losses of
approximately $1.2 million for the same period of the prior year.

Net interest income increased approximately $2.6 million for
the first six months of fiscal 1995 as compared to the same period
of fiscal 1994. The increase in net interest income is a result of a
higher average balance of mortgage loans held for sale and favorable
interest rates charged on warehouse lines of credit by maintaining
escrow and custodial funds in trust accounts with certain banks.

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NMC typically earns a positive spread during the "warehouse" period
between the closing of a loan and its delivery to the investor. On
loans held for sale, National Mortgage earns interest at long-term rates,
financed by lines of credit which bear interest at lower short-term rates
or reduced rates because of the escrow and custodial funds in trust accounts.

NMC minimizes its interest rate risk through pipeline risk
measurement control. Interest rate risk on commitments made to
borrowers is controlled by entering into forward commitments on
mortgage-backed securities and mortgage loans. Forward commitments
for the sale of mortgage-backed securities and mortgage loans are
entered into on a daily basis to cover the percentage of
anticipated closings of locked pipeline loans. NMC adjusts, on a
daily basis, its net commitment positions to cover its locked
pipeline loans through a process in which NMC's mortgage pipeline
is evaluated on a loan by loan basis to determine the probability
of closing based on current market price, commitment price to the
borrower, stage of loan processing and time to expiration of the
commitment to the borrower. NMC's loan pricing and performance is
continuously monitored each day and sales or purchases of forward
commitments are made promptly, depending on new loan commitment
activity, mortgage loans sent to closing and/or changes in the
secondary market.

Noninterest expense for the first half of fiscal 1995 was
comparable to the same period of fiscal 1994. Salaries and benefits,
the largest component of noninterest expense, totaled approximately
$15.8 million an increase of approximately $1.2 million or
8% due to increased personnel to support the larger servicing
portfolio. The reduction of PMSR amortization in fiscal 1995 as compared
to fiscal 1994 is the result of significantly reduced runoff and
impairment during the six month period ended July 31, 1994 as
compared to the same period of the prior year. The increase in the
provision for foreclosure losses during the six months ended
July 31, 1994 as compared to the six months ended July 31, 1993 is
a result of the increase in the servicing portfolio during the
period. A provision is made for possible losses, related principally
to unrecoverable foreclosure costs and interest advances.

The combined effective tax rate for the period ended July 31,
1994 was 71% compared to 40% for the same period ended July 31,
1993. The effective tax rate for fiscal 1995 is the result of
certain of the combined entities having operating losses for which
no income tax benefits have been recognized due to uncertainty as
to the entities' ability to realize such benefits.

FINANCIAL CONDITION AT JANUARY 31, 1994 COMPARED TO
JANUARY 31, 1993

1/31/94 1/31/93
------- -------
(In Thousands)

Mortgage loans held for sale $326,712 $199,913
Purchased mortgage servicing rights 36,417 41,157
Total assets 411,451 273,905
Warehouse notes payable 321,786 190,493
Long-term debt 43,350 34,044
Notes payable other 19,626 22,267
Shareholders' equity $ 11,738 $ 11,245

Assets totaled approximately $411 million at January 31, 1994,
an increase of approximately $138 million from January 31, 1993.
The increase was due primarily to the increase in mortgage loans
held for sale as a result of increased mortgage loan production in
fiscal 1994 as compared to fiscal 1993. The increase in total assets
was also attributable to an increase in other receivables, primarily
foreclosure and
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135

escrow advances, by approximately $8 million and property and equipment by
approximately $3.8 million, partially offset by a decrease in PMSR of
approximately $4.7 million. PMSR decreased from approximately $41.2
million at January 31, 1993 to approximately $36.4 million at January 31,
1994. Net additions to PMSR during fiscal 1994 were approximately $8.1
million. Total PMSR amortization for fiscal 1994 was approximately $12.9
million, which included an impairment writedown of approximately $3.9
million resulting from runoff of the servicing portfolio in fiscal 1994.

Warehouse notes payable increased from January 31, 1993 to
January 31, 1994 consistent with the increase in mortgage loans
held for sale. Long-term debt increased by approximately $9.3
million from January 31, 1993 to January 31, 1994 from borrowings
on long-term credit lines and from issuance of notes payable to an
affiliate company to fund the purchase of mortgage servicing
rights.

The increase in shareholders' equity from January 31, 1993 to
January 31, 1994 represents net income for fiscal 1995 of
approximately $1.4 million, partially offset by dividends paid of
approximately $.9 million.

The following table sets forth certain information regarding
the total loan servicing portfolio for the periods presented:

YEAR ENDED JANUARY 31,
----------------------
1994 1993
---- ----
(Dollars In Millions)

New Loan Originations and Acquisitions:
Retail branches $ 508 $ 360
Correspondents 1,375 858
Acquisitions 1,929 4,592
----- -----
Total originations and acquisitions $ 3,812 $ 5,810
======= =======
Servicing Portfolio:
Beginning of year portfolio $13,102 $10,026
Plus: Total originations 3,812 5,810
Less: Runoff (3,834) (2,471)
Less: Repurchase (13) (27)
Less: Sale of Servicing Rights (183) (236)
--- ---
End of Year Portfolio $12,884 $13,102
======= =======
Average Loans Outstanding $12,993 $11,564
======= =======
Average Number of Loans Outstanding 281,603 256,300
======= =======

Liquidity and Capital Resources

NMC's primary financing requirements relate to the financing
of its loan origination activities, acquisition of loan servicing
rights, and working capital for its loan production and servicing
operations. To meet these needs, National Mortgage relies on its
capital base, warehouse lines of credit from commercial banks, and
term loans from commercial banks, borrowings from an affiliated
company, and cash flow from operations. Approximately $1.5 million
of additional borrowings was available under the warehouse lines and
term loans at January 31, 1994.

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136

RESULTS OF OPERATIONS FOR YEAR ENDED JANUARY 31, 1994 COMPARED TO
YEAR ENDED JANUARY 31, 1993

The following table represents the results of operations for
the periods presented:

YEAR ENDED JANUARY 31, CHANGE
---------------------- ------
1994 1993 DOLLAR PERCENT
---- ---- ------ -------
(Dollars In Thousands)

Loan administration income $59,250 $55,695 $3,555 6%
Origination income 4,084 1,868 2,216 119
Net interest income 4,323 2,866 1,457 51
Other income 4,564 3,531 1,033 29
Noninterest expenses (52,116) (41,279) (10,837) (26)
Amortization of PMSR (12,891) (6,653) (6,238) (94)
Provision for foreclosure losses (6,585) (5,823) (762) (13)
Income taxes (278) (3,709) 3,431 93
----- ------ ------ ---
Income before extraordinary
item and cumulative effect
of accounting change $351 $6,496 $(6,145) (95%)
==== ====== ======= ====

Loan administration income increased approximately
$3.6 million or 6% for the year ended January 31, 1994 as compared
to the prior year. This increase is a result of the growth in the
servicing portfolio from approximately $10 billion at the end of
fiscal 1992 to approximately $13.1 billion at the end of fiscal
1993. The servicing portfolio at January 31, 1994 was
approximately $12.9 billion.

Origination income represents origination fees received from
retail loan production, fees received from correspondent loan
production less fees capitalized as a reduction of purchased
mortgage servicing rights, and net gains (losses) from the sale of
mortgage loans. The following table represents the components of
net origination income for the periods presented:

YEAR ENDED JANUARY 31, CHANGE
---------------------- ------
1994 1993 DOLLAR PERCENT
---- ---- ------ -------
(Dollars In Thousands)

Origination income $6,493 $4,320 $2,173 50%

Net (loss) on sale
of mortgage loans (2,409) (2,452) 43 2
------ ------ ------ ----
Net origination income $4,084 $1,868 $2,216 119%
====== ====== ====== ====

Net origination income for fiscal 1994 was approximately
$4.1 million compared to approximately $1.9 million for fiscal 1993,
an increase of approximately $2.2 million. As illustrated above, this
increase was due primarily to increased origination income from loan
production in fiscal 1994 as compared to fiscal 1993 and higher losses
on sales of mortgage loans in fiscal 1993 compared to fiscal 1994.

Net interest income increased by approximately $1.5 million
due to a higher average balance on mortgage loans held for sale
throughout fiscal 1994 as compared to fiscal 1993 and favorable interest
rates charged on warehouse lines of credit by maintaining escrow and
custodial funds in trust accounts with certain banks. The increase in
other income of approximately $1 million in fiscal 1994 as compared

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137

to fiscal 1993 is due primarily to increased insurance commission income
from the growth in the servicing portfolio.

Noninterest expense increased by approximately $10.8 million
in fiscal 1994 as compared to fiscal 1993. This increase was
primarily due to higher salaries and benefits of approximately
$6.9 million reflecting increased personnel to support the larger
servicing portfolio. Occupancy expense increased by approximately
$1.1 million primarily as a result of the completion of an 82,193
square foot office building on National Mortgage's main campus.

Amortization of PMSR increased by approximately $6.2 million.
This increase is due to an increase in scheduled amortization of
approximately $2.3 million from the service release premiums
capitalized in the current and prior fiscal years. The increase in
amortization was also due to an impairment adjustment of approximately
$3.9 million resulting from the runoff of the servicing portfolio
experienced in fiscal 1994.

The increase in the provision for foreclosure losses of
approximately $.8 million represents the NMC's increase in the
foreclosure loss reserve for losses on the current servicing
portfolio. Provision is made for possible losses related
principally to unrecoverable foreclosure costs and interest
advances.

The combined effective tax rate for the year ended January 31,
1994 was 44% as compared to 36% for the prior year. NMC and each
of the National Mortgage Parents file separate federal and state tax
returns. NMC's effective income tax rate is 35% while the effective
income tax rate of each National Mortgage Parents is 38%. NMC had an
operating loss for the year ended January 31, 1994 for which it
recorded an income tax benefit. The combined effective tax rate of
44% for the year ended January 31, 1994 is the result of the combined
income tax benefit recorded by NMC at 35% and the income tax
provisions recorded by the National Mortgage Parents of 38%.

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138

RESULTS OF OPERATIONS FOR YEAR ENDED JANUARY 31, 1993 COMPARED TO
YEAR ENDED JANUARY 31, 1992

YEAR ENDED JANUARY 31, CHANGE
---------------------- ------
1993 1992 DOLLAR PERCENT
---- ---- ------ -------
(Dollars In Thousands)

Loan administration income $55,695 $35,938 $19,757 55%
Origination income 1,868 3,880 (2,012) (52)
Net interest income 2,866 2,083 783 38
Other income 3,531 2,547 984 39
Noninterest expenses (41,279) (28,476) (12,803) (45)
Amortization of PMSR (6,653) (2,110) (4,543) (215)
Provision for foreclosure losses (5,823) (3,145) (2,678) (85)
Income taxes (3,709) (3,865) 156 4
-------- -------- -------- ----
Income before extraordinary
item and cumulative effect
of accounting changes $ 6,496 $ 6,852 $( 356) (5%)
======= ======= ======== =====

Loan administration income increased approximately $19.8 million
or 55% during the year ended January 31, 1993 as compared to the year
ended January 31, 1992. This increase is a result of the growth in
the servicing portfolio from approximately $10 billion at January 31,
1992 to approximately $13.1 billion at January 31, 1993.

YEAR ENDED JANUARY 31, CHANGE
---------------------- ------
1993 1992 DOLLAR PERCENT
---- ---- ------ -------
(Dollars In Thousands)

Origination income $4,320 $4,698 $(378) 8%
Net (loss) on sale
of mortgage loans (2,452) (818) (1,634) (200)
------ ------ ------- -----

Net origination income $1,868 $3,880 ($2,012) (52%)
====== ====== ======== =====

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139

Net origination income for fiscal year 1993 was approximately
$1.9 million as compared to approximately $3.9 million for fiscal 1992, a
decrease of approximately $2 million. This decrease was primarily the result
of higher losses on the sale of mortgage loans in fiscal 1993 compared
with fiscal 1992.

Net interest income increased by approximately $.8 million due to
a higher average balance on mortgage loans held for sale throughout
fiscal 1993 as compared to fiscal 1992 and favorable interest rated
charged on warehouse lines of credit by maintaining escrow and custodial
funds in trust accounts with certain banks. The increase in other
income of approximately $1 million in fiscal 1993 as compared to
fiscal 1992 is due primarily to increased insurance commission
income from the growth in the servicing portfolio.

Noninterest expense increased by approximately $12.8 million
in fiscal 1993 as compared to fiscal 1992 due to higher salaries
and benefits due to growth in personnel and facilities to support the
growth in the servicing portfolio during fiscal 1993. Salaries and
benefits which is the largest component of noninterest expense
increased approximately $7.2 million or 30%.

The increase in the amortization of PMSR of approximately
$4.5 million in fiscal 1993 as compared to fiscal 1992 is due to
increased amortization of service release premiums paid in fiscal
1992 and 1993. The net PMSR balance was approximately $16 million
at January 31, 1991 and approximately $41 million at January 31,
1992 and 1993.

The increase in the provision for foreclosure losses of
approximately $2.7 million for fiscal year 1992 to fiscal 1993
reflects the increase in the servicing portfolio. A provision is
made for possible losses related principally to unrecoverable
foreclosure costs and interest advances.

The combined effective tax rate was 36% for the years ended
January 31, 1993 and 1992.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF HOME LOAN COMPANIES

FINANCIAL CONDITION AT SEPTEMBER 30, 1994 COMPARED TO DECEMBER 31,
1993 AND SEPTEMBER 30, 1993

9/30/94 9/30/93 12/31/93 12/31/92
------- ------ -------- --------
(In Thousands)

Mortgage loans receivable $2,860 $3,703 $3,595 $3,584
Total assets 4,284 5,490 4,889 4,942
Notes payable to banks 2,614 3,682 3,271 3,278
Shareholders' equity $1,609 $1,651 $1,517 $1,483

Total assets and mortgage loans receivable decreased from
December 31, 1993 to September 30, 1994, by $735,000 and $605,000
respectively. These decreases were the result of sales of mortgage loans
during the period. Notes payable to banks decreased from approximately $3.3
million at December 31, 1993 to approximately $2.6 million at September 30,
1994, as a result of applying the proceeds of the loan sales to reduce
the notes payable balance. Mortgage loans receivable and notes

126
140

payable to banks at September 30, 1994 were less than the balances at
September 30, 1993 as a result of the sale of mortgage loans during
the nine months ended September 30, 1994.

RESULTS OF OPERATIONS FOR NINE MONTHS ENDED SEPTEMBER 30, 1994
COMPARED WITH NINE MONTH ENDED SEPTEMBER 30, 1993

NINE MONTHS ENDED SEPTEMBER 30, CHANGE
------------------------------- ----------------------
1994 1993 DOLLARS PERCENT
---- ---- ------- -------
(DOLLARS IN THOUSANDS)

Origination income $ 312 $ 287 $ 25 9%
Brokerage income 106 113 (7) (6)
Net interest income 303 258 45 17
Other income 5 10 (5) (50)
Expenses (576) (437) (139) (32)
Income taxes (57) (88) 31 35
----- ----- ------ ---
Net income $ 93 $ 143 $ (50) (35)%
===== ===== ====== =====

Origination income increased approximately $25,000 or 9% and expenses
increased approximately $139,000 or 32% for the nine months ended September 30,
1994 compared to the same period of the prior year as a result of the creation
of Arkansas Home in March, 1993. Brokerage income decreased approximately
$7,000 due to a lower volume of loans brokered during the first nine months
of 1994 compared to the same period of the prior year.

FINANCIAL CONDITION AT DECEMBER 31, 1993 COMPARED TO
DECEMBER 31, 1992

Mortgage loans receivable as well as notes payable to banks balances at
December 31, 1993 were comparable to amounts at December 31, 1992.

Liquidity and Capital Resources

The Home Loan Companies ("HLC") primary financing requirements
relate to the financing of their loan origination activities and
working capital. To meet financing needs, the Home Loan Companies
rely on their capital base, borrowings on notes payable from banks and
cash flows from operating activities.

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141

RESULTS OF OPERATIONS FOR YEAR ENDED DECEMBER 31, 1993 COMPARED WITH
THE YEAR ENDED DECEMBER 31, 1992

YEAR ENDED DECEMBER 31, CHANGE
----------------------- ------
1993 1992 DOLLARS PERCENT
---- ---- ------- -------
(Dollars In Thousands)

Origination income $377 $424 $(47) (11%)
Brokerage income 144 148 (4) (3)
Net interest income 398 349 49 14
Other income 24 5 19 380
Expenses (757) (578) (179) (31)
Income taxes (72) (131) 59 45
---- ----- ----- --
Net income $114 $217 $(103) (47%)
==== ==== ====== =====

Origination income decreased approximately $47,000 or 11% for the
year ended December 31, 1993 as compared to the prior year as a result
of a decrease in the number of loans originated and a decrease in
gains from the sales of mortgage loans. Expenses increased approximately
$179,000 or 31% in 1993 as compared to 1992 as a result of the
creation of Arkansas Home in May, 1993 and also due to an increase in
salaries expense of approximately $159,000 or 41%.

RESULTS OF OPERATIONS FOR YEAR ENDED DECEMBER 31, 1992 COMPARED WITH
THE YEAR ENDED DECEMBER 31, 1991

YEAR ENDED DECEMBER 31, CHANGE
----------------------- ------
1992 1991 DOLLARS PERCENT
---- ---- ------- -------
(Dollars In Thousands)

Origination income $424 $233 $191 82%
Brokerage fee income 148 110 38 35
Net interest income 349 539 (190) (35)
Other income 5 18 (13) (72)
Expenses (578) (612) 34 6
Income taxes (131) (85) (46) (54)
----- ----- --- ---
Net income $217 $203 $14 7%
==== ==== === =====

Origination income increased approximately $191,000 during the
year ended December 31, 1992 as compared to the year ended December 31,
1991, primarily due to gains realized on the sale of approximately $2
million of mortgage loans during 1992. Origination income also
increased as a result of an increase in the number of loans originated
in 1992 as compared to 1991. Net interest income decreased in 1992,
as compared to 1991, by approximately $190,000 due to a decrease in
the average balance of mortgage loans outstanding during the year.

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142

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF
COMPANIES

NATIONAL MORTGAGE PARENTS

The following table sets forth, as of the date of this Joint
Proxy Statement/Prospectus, the name and address of each beneficial
owner of more than 5% of the National Mortgage Parents and the
percentage ownership interest in the National Mortgage Parents of
each director and executive officer of the National Mortgage
Parents. None of the shareholders listed below would own, on a pro
forma basis giving effect to the Mergers, more than 1% of the
issued and outstanding shares of Boatmen's Common.

Name Percentage Ownership Interest
- ---- -----------------------------

Sam S. Margolin<F1> 0.000000%
Stanley L. Wender<F1> 1.490972
Frank Robinson<F1> 0.015009
Richard M. Robinson<F1> 5.003095
Mark D. Wender<F1> 2.981945
Marlin Graber<F1> 1.714514
Sidney M. Katz<F1> 1.727361
David Weismann<F1> 1.727361
Joel R. Katz<F1> 1.727361
Lawrence S. Graber<F1> 3.429028
Richard Robinson 5.003095
c/o National Mortgage Company
4041 Knight Arnold Road
Memphis, TN 38118
Golden Bearman 5.003095
404 Williamsburg Lane
Memphis, TN 38117
Stacey Robinson Wypyski 5.003095
1383 Wynter Creek Lane
Dunwoody, GA 30338 ----------

All Directors/Executive Officers (15 persons) 36.760398%
==========
<FN>
- -----------------------------
<F1> Director of the National Mortgage Parents.

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143
HOME LOAN COMPANIES

The following table sets forth, as of the date of this Joint
Proxy Statement/Prospectus, the name and address of each beneficial
owner of more than 5% of the Home Loan Companies and the percentage
ownership interest in the Home Loan Companies of each director and
executive officer of the Home Loan Companies. None of the
shareholders listed below would own, on a pro forma basis giving
effect to the Mergers, more than 1% of the issued and outstanding
shares of Boatmen's Common.

Name Percentage Ownership Interest
- ---- -----------------------------

Stanley L. Wender<F1><F2> 20%
Frank Robinson<F1><F2> 20
Marlin Graber<F1><F2> 20
Sidney M. Katz<F1><F2> 20
David Weismann<F1><F2> 20
----
All Directors/Executive Officers (5 persons) 100%
====
<FN>
- -----------------------------
<F1> Director of the Home Loan Companies.
<F2> The business address of the above individuals is c/o National
Mortgage Company, 4041 Knight Arnold Road, Memphis, TN 38118.

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144
LEGAL OPINIONS

The legality of the securities offered hereby will be passed
upon by Lewis, Rice & Fingersh, L.C. and certain federal income tax
consequences of the Mergers to holders of common stock and
preferred stock of the Companies will be passed upon by Andrews &
Kurth L.L.P. Members of Lewis, Rice & Fingersh, L.C. and attorneys
employed by them owned, directly or indirectly, as of November 30,
1994, 69,316 shares of Boatmen's Common.

EXPERTS

INDEPENDENT AUDITORS FOR BOATMEN'S

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

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

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

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

The consolidated balance sheets of Worthen and subsidiaries as
of December 31, 1993 and 1992 and the related consolidated
statements of earnings, stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1993,
incorporated by reference herein have been incorporated by
reference herein in reliance upon the reports of KPMG Peat Marwick
LLP and Frost & Company, independent certified public
accountants, incorporated by reference herein, and upon the
authority of said firms as experts in accounting and auditing. The
report of KPMG Peat Marwick LLP refers to a change in the method of
accounting for income taxes in 1993.

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145

INDEPENDENT AUDITORS FOR NATIONAL MORTGAGE PARENTS

The combined financial statements of National Mortgage Company
and National Mortgage Parents at January 31, 1994 and for the year then
ended appearing in this Prospectus and Registration Statement have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon and included elsewhere herein and in the Registration
Statement, and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

PRESENCE AT SPECIAL MEETING

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

SHAREHOLDER PROPOSALS

Shareholder proposals for the annual meeting of Boatmen's
shareholders to be held in April, 1995 must have been received by
Boatmen's no later than November 11, 1994, and must have met the
requirements established by the SEC for shareholder proposals.
Shareholder proposals for the 1996 annual meeting of Boatmen's must
be received by Boatmen's on a date to be determined and announced
in Boatmen's Proxy Statement for its 1995 annual meeting.

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

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

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146
FINANCIAL STATEMENTS OF COMPANIES

INDEX
Page
----

NATIONAL MORTGAGE COMPANY AND NATIONAL MORTGAGE PARENTS

Combined Balance Sheets as of July 31, 1994 (unaudited) and
1993 (unaudited) . . . . . . . . . . . . . . . . . . . . . . F-2

Combined Statements of Income for the six month period ended
July 31, 1994 (unaudited) and 1993 (unaudited) . . . . . . . . F-4

Combined Statements of Cash Flow for the six month period ended
July 31, 1994 (unaudited) and 1993 (unaudited) . . . . . . . F-5

Report of Independent Auditors dated August 31, 1994 . . . . . F-6

Combined Balance Sheets as of January 31, 1994 and 1993
(unaudited). . . . . . . . . . . . . . . . . . . . . . . . . . F-7

Combined Statements of Income for Years Ended January 31, 1994,
1993 (unaudited) and 1992 (unaudited). . . . . . . . . . . . F-9

Combined Statements of Shareholders' Equity for years ended
January 31, 1994, 1993 (unaudited) and 1992 (unaudited). . . F-10

Combined Statements of Cash Flows for Years Ended January 31, 1994,
1993 (unaudited) and 1992 (unaudited). . . . . . . . . . . . F-11

Notes to Combined Financial Statements . . . . . . . . . . . . F-12

HOME LOAN COMPANIES

Combined Balance Sheets as of September 30, 1994 (unaudited)
and 1993 (unaudited) . . . . . . . . . . . . . . . . . . . . F-24

Combined Statements of Income for nine month period ended September
30, 1994 (unaudited) and 1993 (unaudited). . . . . . . . . . F-25

Combined Statements of Cash Flow for nine month period ended
September 30, 1994 (unaudited) and 1993 (unaudited). . . . . F-26

Combined Balance Sheets as of December 31, 1993 (unaudited) and
1992 (unaudited) . . . . . . . . . . . . . . . . . . . . . . F-27

Combined Statements of Income for Years Ended December 31, 1993
(unaudited), 1992 (unaudited) and 1991 (unaudited) . . . . . . F-28

Combined Statements of Shareholders' Equity for Years Ended
December 31, 1993 (unaudited) 1992 (unaudited) and
1991 (unaudited) . . . . . . . . . . . . . . . . . . . . . . . F-29

Combined Statements of Cash Flows for Years Ended December 31,
1993 (unaudited), 1992 (unaudited) and 1991 (unaudited). . . . F-30

Notes to Combined Financial Statements (unaudited) . . . . . . F-31

F-1
147

NATIONAL MORTGAGE COMPANY AND NATIONAL MORTGAGE PARENTS
COMBINED BALANCE SHEETS

JULY 31
1994 1993
-----------------------------------
(UNAUDITED) (Unaudited)

ASSETS:
Current assets
Cash and cash equivalents $ 1,153,426 $ 1,754,236
Mortgage loans held for sale 143,234,191 214,272,883
Other receivables, net of foreclosure reserve of
$7,194,734 and $8,682,475 at July 31, 1994 and 1993,
respectively 19,613,504 10,615,495
Prepaid expenses and other current assets 1,118,675 460,503
Refundable income taxes 2,439,767 --
Deferred income taxes 3,477,858 5,504,694
----------------------------------
Total current assets 171,037,421 232,607,811
Property and equipment:
Land 399,964 401,464
Buildings 4,934,462 4,244,155
Furniture, fixtures and equipment 12,115,215 9,480,919
Leasehold improvements 3,665,970 2,787,216
Automobiles 144,463 115,413
----------------------------------
21,260,074 17,029,167
Less accumulated depreciation 6,985,023 5,168,573
----------------------------------
14,275,051 11,860,594
Other assets:
Purchased mortgage servicing rights 36,255,540 37,368,484
Long-term investments 1,017,500 1,017,500
Deferred income taxes 4,446,127 896,975
Other 1,132,516 1,082,883
----------------------------------
42,851,683 40,365,842
----------------------------------
Total assets $228,164,155 $284,834,247
==================================

F-2
148

NATIONAL MORTGAGE COMPANY AND NATIONAL MORTGAGE PARENTS
COMBINED BALANCE SHEETS

JULY 31
1994 1993
-----------------------------------
(UNAUDITED) (Unaudited)

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,882,601 $ 3,369,980
Income taxes payable -- 106,164
Accrued expenses and other liabilities 9,268,913 6,072,868
Notes payable -- secured 139,884,129 195,529,893
Notes payable -- unsecured 7,138,101 9,779,603
Notes payable to affiliated company 8,020,000 12,814,105
Current portion of long-term debt 4,973,684 4,977,815
----------------------------------
Total current liabilities 175,167,428 232,650,428
Other liabilities:
Long-term debt 32,521,684 38,721,612
Notes payable to affiliated company 8,273,000 --
Other 366,812 568,388
----------------------------------
41,161,496 39,290,000
Shareholders' equity:
Preferred stock 100,058 100,058
Common stock 9,842 9,842
Retained earnings 11,725,331 12,783,919
----------------------------------
Total shareholders' equity 11,835,231 12,893,819
----------------------------------

Total liabilities and shareholders' equity $228,164,155 $284,834,247
==================================

F-3
149

NATIONAL MORTGAGE COMPANY AND NATIONAL MORTGAGE PARENTS
COMBINED STATEMENTS OF INCOME

SIX MONTH PERIOD ENDED
JULY 31
1994 1993
----------------------------------
(UNAUDITED) (Unaudited)

INCOME
Loan administration $28,334,110 $30,250,136
Income (loss) on loan origination, net (2,284,246) 1,305,960
Insurance commissions 2,077,859 1,566,962

Interest income 5,246,717 2,777,438
Interest expense (1,342,971) (1,450,406)
----------------------------------
Net interest income 3,903,746 1,327,032

Other 616,542 653,283
----------------------------------
32,648,011 35,103,373
EXPENSES
Salaries and employee benefits 15,826,676 14,582,373
Data processing and communications 2,891,087 2,657,716
Occupancy 2,105,606 2,033,061
Other general and administrative 5,267,378 6,404,224
Amortization of purchased mortgage servicing rights 3,483,713 6,445,015
Provisions for foreclosure losses 2,737,821 1,973,927
----------------------------------
Total expenses 32,312,281 34,096,316
----------------------------------
Income before income taxes and cumulative effect of
change in accounting for income taxes 335,730 1,007,057

Income taxes (238,624) (400,362)
----------- -----------
Income before cumulative effect of accounting change 97,106 606,695
Cumulative effect as of February 1, 1993 of change
in method of accounting for income taxes -- 1,042,000
----------------------------------
Net income $ 97,106 $1,648,695
==================================

F-4
150

NATIONAL MORTGAGE COMPANY AND NATIONAL MORTGAGE PARENTS
COMBINED STATEMENTS OF CASH FLOW

SIX MONTH PERIOD ENDED
JULY 31
1994 1993
----------------------------------
(UNAUDITED) (Unaudited)

OPERATING ACTIVITIES
Net income $ 97,106 $1,648,695
Adjustments to reconcile net income to net cash used in
operating activities:
Depreciation 893,641 687,188
Amortization 3,483,713 6,455,015
Provision for foreclosure losses 2,737,821 1,973,927
Provision for loss on sale of mortgage loans 1,177,000 --
Provision for deferred income taxes 1,440,466 (2,858,136)
Changes in operating assets and liabilities:
Other receivables (273,999) 1,291,810
Mortgage loans held for sale 182,300,391 (14,359,958)
Prepaid expenses and other current assets (395,713) 44,276
Accounts payable 799,235 (2,946,398)
Accrued expenses and other liabilities (143,834) (852,403)
Refundable income taxes (2,514,495) (894,200)
Other 12,071 179,885
----------------------------------
Net cash provided by (used in) operating activities 189,613,403 (9,630,299)

INVESTING ACTIVITIES
Purchases of property and equipment, net (1,501,780) (2,656,559)
Purchases of mortgage servicing rights (3,322,648) (2,666,791)
Purchases of long-term investments -- (250,000)
----------------------------------
Net cash used in investing activities (4,824,428) (5,573,350)

FINANCING ACTIVITIES
Net short-term borrowings (payments) (186,369,587) 5,362,646
Net long-term borrowings 2,418,136 9,655,360
----------------------------------
Net cash provided by (used in) financing activities (183,951,451) 15,018,006
----------------------------------
Net increase (decrease) in cash and cash equivalents 837,524 (185,643)
Cash and cash equivalents at beginning of period 315,902 1,939,879
----------------------------------
Cash and cash equivalents at end of period $1,153,426 $1,754,236
==================================

F-5
151

REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders
National Mortgage Company and National Mortgage Parents

We have audited the accompanying combined balance sheet of National
Mortgage Company and National Mortgage Parents (the "Company") as of
January 31, 1994, and the related combined statement of income,
shareholders' equity, and cash flows for the year then ended.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audit.

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

In our opinion, the financial statements referred to above present
fairly, in all material respects, the combined financial position
of National Mortgage Company and National Mortgage Parents at
January 31, 1994, and the combined results of their operations and
their cash flows for the year then ended in conformity with
generally accepted accounting principles.

As discussed in Note 11 to the combined financial statements, in
the year ended January 31, 1994 the Company changed its method of
accounting for income taxes.

/s/ Ernst & Young LLP

ERNST & YOUNG LLP

August 31, 1994
Memphis, Tennessee

F-6
152

NATIONAL MORTGAGE COMPANY AND NATIONAL MORTGAGE PARENTS
COMBINED BALANCE SHEETS

JANUARY 31
1994 1993
----------------------------------
(Unaudited)

ASSETS
Current assets:
Cash and cash equivalents $ 315,902 $ 1,939,879
Mortgage loans held for sale 326,711,582 199,912,925
Other receivables, net of foreclosure reserve of
$7,194,734 and $7,651,676 at January 31, 1994 and
1993, respectively 22,077,326 13,881,232
Prepaid expenses and other current assets 722,962 504,779
Deferred income taxes 5,568,941 4,765,452
----------------------------------
Total current assets 355,396,713 221,004,267

Property and equipment:
Land 400,228 401,464
Buildings 4,913,888 3,285,686
Furniture, fixtures and equipment 11,023,369 8,075,521
Leasehold improvements 3,279,552 2,751,461
Automobiles 141,257 115,413
----------------------------------
19,758,294 14,629,545

Less accumulated depreciation 6,091,382 4,738,322
----------------------------------
13,666,912 9,891,223
Other assets:
Purchased mortgage servicing rights 36,416,605 41,156,708
Long-term investments 1,017,500 767,500
Deferred income taxes 3,795,510 --
Other 1,157,621 1,085,146
----------------------------------
42,387,236 43,009,354
----------------------------------
Total assets $411,450,861 $273,904,844
==================================

F-7
153

NATIONAL MORTGAGE COMPANY AND NATIONAL MORTGAGE PARENTS
COMBINED BALANCE SHEETS

JANUARY 31
1994 1993
----------------------------------
(Unaudited)

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 5,083,366 $ 6,316,378
Income taxes payable 74,727 1,000,364
Accrued expenses and other liabilities 9,412,747 6,925,271
Notes payable - secured 321,785,537 190,493,467
Notes payable - unsecured 9,007,675 11,886,895
Notes payable to affiliated company 10,618,605 10,380,593
Current portion of long-term debt 5,819,482 9,159,918
----------------------------------
Total current liabilities 361,802,139 236,162,886
Other liabilities:
Long-term debt 35,130,750 24,884,149
Notes payable to affiliated company 2,400,000 --
Deferred income taxes -- 1,221,919
Other 379,847 390,766

Shareholders' equity
Preferred Stock 100,058 100,058
Common stock 9,842 9,842
Retained earnings 11,628,225 11,135,224
----------------------------------
Total shareholders' equity 11,738,125 11,245,124
----------------------------------
Total liabilities and shareholders' equity $411,450,861 $273,904,844
==================================

See accompanying notes.

F-8
154

NATIONAL MORTGAGE COMPANY AND NATIONAL MORTGAGE PARENTS
COMBINED STATEMENTS OF INCOME

YEAR ENDED JANUARY 31
1994 1993 1992
-------------------------------------------------
(Unaudited) (Unaudited)

INCOME
Loan administration $ 59,249,657 $ 55,695,214 $ 35,937,612
Origination income, net 4,083,853 1,867,689 3,879,866
Insurance commissions 3,052,201 2,374,437 1,556,892

Interest income 20,037,546 16,243,932 7,976,678
Interest expense (15,714,777) (13,378,291) (5,893,821)
-------------------------------------------------
Net interest income 4,322,769 2,865,641 2,082,857

Other 1,512,230 1,156,828 990,241
-------------------------------------------------
72,220,710 63,959,809 44,447,468
EXPENSES
Salaries and employee benefits 30,891,284 23,950,523 16,727,000
Data processing and communications 5,258,782 5,112,626 3,483,555
Occupancy 4,063,883 2,954,795 2,195,833
Other general and administrative 11,902,331 9,260,475 6,069,137
Amortization of purchased mortgage servicing
rights 12,890,029 6,653,326 2,109,982
Provision for foreclosure losses 6,585,378 5,823,086 3,145,299
-------------------------------------------------
Total expenses 71,591,687 53,754,831 33,730,806
-------------------------------------------------
Income before income taxes, extraordinary item,
and cumulative effect of change in accounting
for income taxes 629,023 10,204,978 10,716,662

Income taxes (278,251) (3,708,768) (3,864,859)
-------------------------------------------------
Income before extraordinary item and
cumulative effect of accounting
change 350,772 6,496,210 6,851,803
Extraordinary item - utilization of net
operating loss carryforward -- 286,000 708,000
-------------------------------------------------
Income before cumulative effect of
accounting change 350,772 6,782,210 7,559,803
Cumulative effect as of February 1, 1993 of
change in method of accounting for income
taxes (Note 11) 1,042,000 -- --
-------------------------------------------------

Net income $1,392,772 $6,782,210 $7,559,803
=================================================

See accompanying notes.

F-9
155

NATIONAL MORTGAGE COMPANY AND NATIONAL MORTGAGE PARENTS
COMBINED STATEMENTS OF SHAREHOLDERS' EQUITY

PREFERRED COMMON RETAINED
STOCK STOCK EARNINGS TOTAL
---------------------------------------------------------------

Balance at February 1, 1991 (unaudited) $100,058 $9,842 $(2,001,134) $(1,891,234)
Dividends (583,172) (583,172)
Net income 7,559,803 7,559,803
---------------------------------------------------------------
Balance at January 31, 1992 (unaudited) 100,058 9,842 4,975,497 5,085,397
Dividends (622,483) (622,483)
Net income 6,782,210 6,782,210
---------------------------------------------------------------
Balance at January 31, 1993 (unaudited) 100,058 9,842 11,135,224 11,245,124
Dividends (899,771) (899,771)
Net income 1,392,772 1,392,772
---------------------------------------------------------------
Balance at January 31, 1994 $100,058 $9,842 $11,628,225 $11,738,125
===============================================================

See accompanying notes.

F-10
156

NATIONAL MORTGAGE COMPANY AND NATIONAL MORTGAGE PARENTS
COMBINED STATEMENTS OF CASH FLOWS

YEAR ENDED JANUARY 31
1994 1993 1992
------------------------------------------------
(Unaudited) (Unaudited)

OPERATING ACTIVITIES
Net income $1,392,772 $6,782,210 $7,559,803
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation 1,370,054 841,931 496,018
Amortization 12,890,029 6,653,326 2,109,982
Provision for foreclosure losses 6,585,378 5,823,086 3,145,299
Provision for deferred income taxes (5,820,918) (476,144) 482,749
Changes in operating assets and
liabilities:
Other receivables (14,781,472) (9,963,818) (4,860,067)
Mortgage loans held for sale (126,798,657) (51,450,650) (110,549,912)
Prepaid expenses and other current
assets (218,183) 244,018 1,792,399
Accounts payable (1,233,012) 760,375 2,430,139
Accrued expenses and other
liabilities 2,670,787 835,045 (108,025)
Income taxes payable (1,119,867) 713,364 (293,434)
Other assets (72,475) (75,060) (41,723)
------------------------------------------------
Net cash used in operating activities (125,135,564) (39,312,317) (97,836,772)

INVESTING ACTIVITIES
Purchases of property and equipment (5,145,743) (6,330,392) (1,751,422)
Purchases of mortgage servicing rights (8,149,926) (6,004,759) (27,930,191)
Purchases of long-term investments (250,000) -- (250,000)
------------------------------------------------
Net cash used in investing activities (13,545,669) (12,335,151) (29,931,613)

FINANCING ACTIVITIES
Net short-term borrowings 128,650,862 53,585,563 106,858,328
Proceeds from borrowings on long-term debt 23,741,083 7,584,711 24,217,943
Principal payments on long-term debt (14,434,918) (9,644,805) (3,355,263)
Dividends paid (899,771) (622,483) (583,172)
------------------------------------------------
Net cash provided by financing activities 137,057,256 50,902,986 127,137,836
------------------------------------------------
Net decrease in cash and cash equivalents (1,623,977) (744,482) (630,549)

Cash and cash equivalents at beginning of year 1,939,879 2,684,361 3,314,910
------------------------------------------------
Cash and cash equivalents at end of year $ 315,902 $1,939,879 $2,684,361
================================================

See accompanying notes.

F-11
157
NATIONAL MORTGAGE COMPANY AND NATIONAL MORTGAGE PARENTS
NOTES TO COMBINED FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES

The combined financial statements include the consolidated
financial statements of National Mortgage Company and its wholly-
owned subsidiary, National Insurance Agency, Inc. and the
parents of National Mortgage Company as follows (collectively
the "Company"):

B-M Homes, Inc.
Margolin Brothers Realty Co.
National Builders, Inc.
Marbel Homes, Inc.
Macon Homes, Inc.
Margolin Brothers Appliance Co.

All significant intercompany accounts and transactions have
been eliminated in the combination. The primary business
activities of the Company consist of originating, purchasing and
selling of residential single family mortgages and servicing of
mortgage loans.

CASH AND CASH EQUIVALENTS

The Company considers highly liquid investments with
maturities of less than three months when purchased to be cash
equivalents.

ESCROW AND FORECLOSURE ADVANCES

The Company is required to advance, from corporate funds,
certain payments for property taxes and insurance premiums in
advance of collecting them from specific mortgagors and foreclosure
costs for loans which it services. Also, in connection with
servicing mortgage-backed securities guaranteed by GNMA, FNMA, or
private issuers, the Company advances certain principal and
interest payments to security holders prior to collection from
mortgagors. A portion of these foreclosure and interest advances
is not recoverable for loans serviced for GNMA upon foreclosure.

Provision is made for possible losses, related principally to
unrecoverable foreclosure costs and interest advances. The
foreclosure reserve is based on management's evaluation of
potential losses, taking into consideration recourse obligations
for recovery of such costs through various governmental agency
programs.

MORTGAGE LOANS HELD FOR SALE

Mortgage loans held for sale consist of loans made to
individuals that are secured by residential single family
properties.

First mortgage loans held for sale are stated at the lower of
cost or market as determined by outstanding commitments from
investors or current investor yield requirements calculated on an
aggregate basis.

F-12
158

NATIONAL MORTGAGE COMPANY AND NATIONAL MORTGAGE PARENTS
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

The Company enters into forward delivery contracts to sell
mortgage loans for the purpose of reducing exposure to the effect
of changes in interest rates on mortgage loans which the Company
has funded or has committed to fund. Gains and losses on such
contracts are deferred initially and recognized when the loans are
sold. Cash flows from these transactions are included with the
cash flows related to mortgage loans held for sale in the
accompanying combined statements of cash flows.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation is
computed by the straight-line method over the estimated useful
lives of the related assets.

PURCHASED MORTGAGE SERVICING RIGHTS

Purchased mortgage servicing rights represent certain costs
incurred in the acquisition of mortgage servicing rights which are
deferred and amortized using a method that relates the annual
anticipated net servicing revenue to total projected net servicing
revenue to be received over the expected life of the loan. The
initial amount of capitalized servicing recorded does not exceed
the present value of estimated future net servicing income.
Impairment for purchased mortgage servicing rights is calculated on
an undiscounted disaggregated basis.

RECOGNITION OF REVENUES RELATED TO SERVICING MORTGAGE LOANS

Loan administration income represents fees earned in
connection with the servicing of real estate mortgage loans for
investors. Such income is recognized concurrent with the receipt
of the related mortgage payments on the outstanding principal
balances of the loans serviced.

RECOGNITION OF REVENUES RELATED TO MORTGAGE LOANS HELD FOR SALE

Loan acquisition discounts and premiums from purchased
mortgage loans and discounts from the origination of mortgage loans
are deferred and, along with any gains or losses, recognized as
origination income when the related loans are sold to investors.
Gains and losses on the sale of loans are computed as the
difference between the sales price and the carrying value of the
loans immediately prior to sale. Gains are reduced on purchased
mortgage loans sold where the Company has recorded upon purchase,
mortgage servicing rights. Loan origination fees and related costs
are reflected in income as incurred.

INCOME TAXES

Effective February 1, 1993, the Company changed its method of
accounting for income taxes from the deferred method to the
liability method in accordance with Statement of Financial
Accounting Standards No. 109 Accounting for Income Taxes (see Note
11).

Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income
tax purposes.

F-13
159
NATIONAL MORTGAGE COMPANY AND NATIONAL MORTGAGE PARENTS
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

2. OTHER RECEIVABLES

Other receivables consist of the following:

1994 1993
------------------------------------

Foreclosure advances $9,971,739 $7,285,399
Escrow and principal and interest advances 9,678,217 4,816,786
Accrued interest receivable 1,773,395 2,206,702
Payments on unclosed loans 4,885,018 1,977,400
Other 2,963,691 5,246,621
------------------------------------
29,272,060 21,532,908
Less foreclosure reserve 7,194,734 7,651,676
------------------------------------
$22,077,326 $13,881,232
====================================

3. MORTGAGE LOANS HELD FOR SALE

Mortgage loans held for sale consist of residential fixed and
adjustable-rate loans. Principal balances of the loans were
$325,098,969 and $201,558,650, respectively, at January 31, 1994
and 1993. The net carrying values of the loans were $326,711,582
and $199,912,925, which approximated aggregate market values at
January 31, 1994 and 1993, respectively. The Company had
commitments to sell mortgage loans in the amount of $403,500,000
and $256,075,000 at January 31, 1994, and 1993, respectively.

Mortgage notes receivable were pledged in the normal course of
business as collateral on warehouse notes payable to banks.

4. PURCHASED MORTGAGE SERVICING RIGHTS

The following table summarizes changes in the Company's
purchased mortgage servicing rights:

1994 1993 1992
------------------------------------------------

Balance at beginning of year $41,156,708 $41,805,275 $20,373,066
Additions 8,149,926 6,004,759 23,542,191
Scheduled amortization (9,029,521) (6,653,326) (2,109,982)
Impairment/unscheduled amortization (3,860,508) -- --
------------------------------------------------
Balance at end of year $36,416,605 $41,156,708 $41,805,275
================================================

Total accumulated amortization and impairment of the purchased
mortgage servicing rights was $24,735,545 and $11,845,516 as of
January 31, 1994 and 1993, respectively. The purchased mortgage
servicing rights relate to servicing of mortgage loans with an
aggregate unpaid principal balance of approximately $4.4 billion.

F-14
160

NATIONAL MORTGAGE COMPANY AND NATIONAL MORTGAGE PARENTS
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

5. MORTGAGE SERVICING

The Company's portfolio of mortgages serviced was
approximately $12.9 and $13.1 billion as of January 31, 1994 and
1993. The Company's portfolio of mortgages serviced as of
January 31, 1994 is summarized as follows:

WEIGHTED AVERAGE
------------------------------------------------------------------------------
OUTSTANDING NET REMAINING
PRINCIPAL INTEREST SERVICING CONTRACTUAL
BALANCE LOAN RATE FEE RATE LIFE
LOAN TYPE (IN BALANCE (IN PERCENT) (IN PERCENT) (IN MONTHS)
THOUSANDS)
- ---------------------------------------------------------------------------------------------------------------------------------

Conventional $1,678,893 $ 63,069 7.84% .26% 259

GNMA 3,715,450 46,056 9.15% .44% 266

ARMs 2,718,901 85,691 6.89% .27% 276

Other 4,770,526 33,569 9.18% .35% 258

The servicing fee rates in the table above are shown after
deducting any guarantee fees. Guarantee fees, when applicable,
range from six basis points for governmental loans up to
approximately thirty basis points for certain conventional loans.
Certain loans sold to private investors have no guarantee fees.

At January 31, 1994, the Company's servicing activity was
primarily concentrated within the states of California, Tennessee,
Texas, Florida, Louisiana, Georgia and Virginia.

Escrow funds of approximately $387,852,000 and $329,493,000 as
of January 31, 1994 and 1993, relating to mortgages serviced for
others, are held in non-interest bearing accounts at non-affiliated
banks and are not included in the financial statements.

Errors and omissions and fidelity bond insurance coverage
relating to the servicing portfolio was $16,000,000 and $14,000,000
each at January 31, 1994 and 1993, respectively.

6. NOTES PAYABLE - SECURED

Notes payable-secured, totalling $321,785,537 and $190,493,467
at January 31, 1994 and 1993, respectively, consisted primarily of
short-term borrowings on warehouse notes payable from banks secured
by mortgage loan receivables, mortgage servicing contracts, escrow
advances, and foreclosure advances. Included in these amounts were
outstanding checks totalling $69,967,013 and $17,456,406 for the
years ended January 31, 1994 and 1993, respectively, which were
funded by borrowings on available warehouse lines as they were
presented for payment. Approximately $10,151,000 of additional
borrowing capacity was available under these warehouse lines at
January 31, 1994.

F-15
161

NATIONAL MORTGAGE COMPANY AND NATIONAL MORTGAGE PARENTS
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

Under the warehouse note agreements, the Company incurs
interest at the bank's prime rate or a reduced interest rate
(ranging from 1.375% to 3.8% at January 31, 1994 and 1.5% to 6% at
January 31, 1993) on borrowings as a result of holding escrow and
custodial funds in trust accounts at the lending banks.

The warehouse note agreements require the Company to maintain
certain financial ratios, varying amounts of minimum net worth, and
net income. At January 31, 1994, the Company was not in compliance
with net income, net worth, leverage ratio and current ratio
requirements, as well as restrictions on the incurrence of
additional indebtedness provisions of the warehouse note
agreements. The Company has obtained either amendments from the
appropriate banks clearing covenant requirements or waivers of the
default through January 31, 1995.

Included in notes payable-secured at January 31, 1994 is a
$5,000,000 note payable to a bank with interest at prime (6% at
January 31, 1994) and a repurchase agreement of approximately
$13,727,000 with interest at 3.98%.

7. NOTES PAYABLE-UNSECURED

Notes payable-unsecured represent demand notes which bear
interest at the prime rate (6% at January 31, 1994 and 1993).

8. NOTES PAYABLE TO AFFILIATED COMPANY

The current portion of notes payable to affiliated Company represents
a demand note which bears interest at 6% at January 31, 1994 and 6.25% at
January 31, 1993. In addition, at January 31, 1994, the Company
has a note payable to affiliated company which bears interest at 6%
and matures February 28, 1995.

F-16
162

NATIONAL MORTGAGE COMPANY AND NATIONAL MORTGAGE PARENTS
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

9. LONG-TERM DEBT

Long-term debt at January 31 consists of the following:

1994 1993
----------------------------------

Notes payable to banks for purchase of mortgage servicing
contracts, interest rates from 1.7% to 3.3% at January 31,
1994, maturities through 1996 $22,016,667 $11,777,901

Note payable to bank for purchase of mortgage servicing
contracts, interest 2.5% at January 31, 1994, monthly payments of
$327,807 through January, 1997 13,421,053 17,894,737

Notes payable to banks for purchase of building, interest
2% at January 31, 1994, due May 1, 2003 4,666,667 3,521,902

Note payable-other, interest 2% at January 31, 1994,
maturities through July 1996 750,000 750,000

Other long-term debt 95,845 99,527
----------------------------------
40,950,232 34,044,067

Less current maturities 5,819,482 9,159,918
----------------------------------
$35,130,750 $24,884,149
==================================

Under the note payable agreements to banks described above,
the Company incurs interest at the bank's prime rate or a reduced
interest rate as a result of holding escrow and custodial funds in
trust accounts at non-affiliated banks. The outstanding notes
payable are secured by mortgage servicing rights contracts.
Approximately $1,525,000 of additional borrowing was available
under these note agreements at January 31, 1994.

In addition, the notes payable to banks require the Company to
maintain certain financial ratios, varying amounts of minimum net
worth, and net income. At January 31, 1994, the Company was not in
compliance with net income, net worth, leverage ratio and current
ratio requirements, as well as restrictions on the incurrence of
additional indebtedness provisions of the notes payable agreements.
The Company has obtained either amendments from the appropriate
banks clearing covenant requirements or waivers of the default through
January 31, 1995.

F-17
163

NATIONAL MORTGAGE COMPANY AND NATIONAL MORTGAGE PARENTS
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

Aggregate maturities of long-term debt, including $2,400,000
of notes payable to affiliated company, at January 31, 1994, are as
follows:

1996 $29,303,125
1997 4,978,464
1998 3,171,813
1999 5,547
Thereafter 71,801
----------
$37,530,750
==========

The Company paid interest of $15,469,966, $13,222,496 and
$5,703,001, respectively, for the years ended January 31, 1994,
1993 and 1992.

10. LEASES

The Company leases office facilities and equipment from
related parties under noncancelable operating leases that expire in
various years through 2002.

Future minimum payments under noncancelable operating leases
with initial terms of one year or more consisted of the following
at January 31, 1994:

1995 $1,387,370
1996 1,180,103
1997 940,034
1998 764,018
1999 722,400
Thereafter 2,347,800
---------
Total minimum lease payments $7,341,725
=========

Total rent expense was approximately $1,667,822, $1,083,480
and $854,426 for the years ended January 31, 1994, 1993 and 1992,
respectively.

11. INCOME TAXES

Effective February 1, 1993, the Company changed its method of
accounting for income taxes from the deferred method to the
liability method required by FASB Statement No. 109, Accounting
for Income Taxes. As permitted under the new rules, prior years'
financial statements have not been restated. The change in
accounting method had no effect on pretax income from continuing
operations for the year ended January 31, 1994; however, the
cumulative effect of the change increased net income by $1,042,000.

F-18
164

NATIONAL MORTGAGE COMPANY AND NATIONAL MORTGAGE PARENTS
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

Deferred income taxes reflect the net tax effect of temporary
differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income
tax purposes. Significant components of the Company's deferred tax
assets at January 31, 1994, are as follows:

CURRENT NONCURRENT
------------------------------------

Deferred tax assets:
Foreclosure reserve $2,570,657 $ --
Accrued compensation and benefits 2,523,500 --
Purchased mortgage servicing rights -- 3,740,767
Net operating loss carryforwards 1,111,784 --
Other -- 54,743
Valuation allowance (637,000) --
------------------------------------
$5,568,941 $3,795,510
====================================

Significant components of the provision for income taxes
are as follows:

LIABILITY DEFERRED
METHOD METHOD
------------------------------------------------------------------------------------
YEAR ENDED YEAR ENDED YEAR ENDED
JANUARY 31, JANUARY 31, JANUARY 31,
1994 1993 1992
------------------------------------------------------------------------------------

Current
Federal $5,916,194 $4,059,365 $3,280,647
State 182,975 125,547 101,463
------------------------------------------------------------------------------------
6,099,169 4,184,912 3,382,110

Deferred
Federal (5,646,290) (461,860) 468,267
State (174,628) (14,284) 14,482
------------------------------------------------------------------------------------
(5,820,918) (476,144) 482,749
------------------------------------------------------------------------------------
$ 278,251 $3,708,768 $3,864,859
====================================================================================

F-19
165
NATIONAL MORTGAGE COMPANY AND NATIONAL MORTGAGE PARENTS
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

The reconciliation of income tax computed at the U.S. federal
statutory tax rate of 34% to income tax expense is as follows:

YEAR ENDED JANUARY 31
1994 1993 1992
------------------------------------------

Federal income taxes $213,868 $3,469,693 $3,643,665
State income taxes--net of federal
income tax benefit 64,383 239,075 221,194
------------------------------------------
$278,251 $3,708,768 $3,864,859
------------------------------------------

The components of the provision for deferred income taxes for
prior periods are as follows:

YEAR ENDED YEAR ENDED
JANUARY 31 JANUARY 31
1993 1992
----------------------------------------

Purchased mortgage servicing rights $(799,558) $2,359,477
Foreclosure reserve (112,091) (1,489,767)
Reserve for loss on sale of land 707,000 --
Other nondeductible reserves (271,495) (386,961)
-----------------------------------------
$(476,144) $ 482,749
=========================================

The Company made income tax payments of $6,436,116, $3,314,150
and $3,108,637 during the years ended January 31, 1994, 1993 and
1992, respectively. At January 31, 1994, certain of the Companies
included in the combined financial statement have net operating
loss carryforwards for federal and state income tax purposes of
approximately $2,929,000 which expire through 2009.

12. EMPLOYEE BENEFIT PLANS

The Company has a defined contribution profit sharing plan,
covering substantially all employees. The Plan provides for
minimum employer contributions based on percentage of earnings of
the eligible employees, and for tax deferred voluntary
contributions by the employees, which are matched by the Company
within specified contribution levels. The Company's cost related
to the Plan was approximately $213,000, $182,000 and $126,000 for
the years ended January 31, 1994, 1993 and 1992, respectively.

The Company provides for the cost of retiree health care and
other postretirement benefits for a select group of long-time
employees. Postretirement benefit cost during the year ended January
31, 1994 was $58,752 on the pay-as-you-go basis.

F-20
166

NATIONAL MORTGAGE COMPANY AND NATIONAL MORTGAGE PARENTS
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

13. RELATED PARTY TRANSACTIONS

During the year, the Company had unsecured borrowings from an
affiliate, with interest at prime rates. The outstanding principal
balance due at January 31, 1994 and 1993, was $13,018,605 and
$10,380,593, respectively. Interest paid on these notes during the
years ended January 31, 1994, 1993, and 1992 was $1,527,146,
$1,463,886 and $1,668,304, respectively.

Included in other receivables are notes receivable from
employees totalling $474,707 and $115,292 at January 31, 1994 and
1993, respectively. Included in mortgage notes held for sale are
mortgage notes from employees totalling $355,197 and $458,445 at
January 31, 1994 and 1993, respectively.

Included in notes payable-unsecured are notes payable to
related parties of approximately $690,000 and $630,000 at
January 31, 1994 and 1993, respectively.

14. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

The Company is a party to financial instruments with off
balance sheet risk in the normal course of business to meet the
financing needs of its customers and reduce its own exposure to
fluctuations in interest rates. These financial instruments primarily
included commitments to fund mortgage loans and mandatory forward
sales commitments. Those instruments involve, to varying degrees,
elements of credit and market risk not recognized in the combined
balance sheet. The contract or notional amounts of those instruments
reflect the extent of risk the Company has in the instruments.

The Company's exposure to credit loss in the event of
nonperformance by the counterparty to the financial instrument for
commitments to extend credit (mortgage loan pipeline) is
represented by the contractual notional amount of those
instruments. The Company's locked mortgage loan pipeline that is
expected to close was approximately $133,000,000 as of January 31,
1994. Fixed rate commitments result in the Company having market
risk as well as credit risk. The amount of collateral required
upon funding of a mortgage loan is based on management's credit
evaluation of the mortgagor and consists of the mortgagor's
residential property.

The Company obtains mandatory forward commitments of up to 120
days to sell mortgage backed securities to hedge the market risk
associated with a substantial portion of the mortgage loan pipeline
that is expected to close and all mortgage loans held for sale. As
of January 31, 1994, the Company had $403,500,000 of mandatory
forward commitments outstanding. If secondary market interest
rates decline after the Company obtains a mandatory forward
commitment for a loan, the loan may not close and the Company may
incur a loss from the cost of covering its obligations under such
commitments. If secondary market rates increase before the Company
obtains a mandatory forward commitment for a loan, the Company may
incur a loss when the loan is subsequently sold. The Company's
risk management function closely monitors the mortgage pipeline to
determine appropriate forward commitment coverage on a daily basis
in order to manage the risk inherent in the off-balance-sheet
financial instruments.

F-21
167

NATIONAL MORTGAGE COMPANY AND NATIONAL MORTGAGE PARENTS
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

The Company sells loans either through mortgage backed
securities issued pursuant to programs of GNMA or FNMA or
institutional investors. Most loans are aggregated in pools of
$1 million or more, which are purchased by institutional investors
after having been guaranteed by GNMA or FNMA.

Servicing agreements relating to mortgage-backed securities
issued pursuant to the programs of GNMA, GNMA or the Federal Home
Loan Mortgage Corporation ("FHLMC") require the Company to advance
funds to make the required payments to investors in the event of a
delinquency by the borrower. The Company expects that it would
recover most funds advanced upon cure of default by the borrower or
at foreclosure. However, in connection with VA and FHA loans,
certain interest advances and foreclosure related costs may not be
recovered. Also, in connection with VA partially guaranteed loans,
funds advanced may not cover losses due to potential declines in
collateral value. In addition, most of the Company's servicing
agreements for mortgage-backed securities typically require the
payment to investors of a full-month's interest on each loan
although the loan may be paid off (by optional prepayment or
foreclosure) other than on a month end basis. In this instance,
the Company is obligated to pay the investor interest at the note
rate from the date of the loan payoff through the end of that
calendar month without reimbursement.

In order to cover loan losses that may result from these
servicing arrangements and other losses, the Company has provided
an allowance for foreclosure losses of $7,194,734 as of January 31,
1994, which management believes is adequate to cover unreimbursed
foreclosure advances and principal losses.

The following summarizes changes in the Company's foreclosure reserve for
the year ended January 31:

1994 1993 1992
-----------------------------------------------------------

Balance at beginning of year $7,651,676 $7,331,416 $7,462,940
Provision 6,585,378 5,823,086 3,145,299
Write offs (7,042,320) (5,502,826) (3,276,823)
-----------------------------------------------------------
Balance at end of year $7,194,734 $7,651,676 $7,331,416
===========================================================

15. CONTINGENCIES

National Mortgage Company is involved in two suits wherein the
plaintiffs are seeking certification as a class action. The suits
allege violations of Illinois laws and breach of contract in
connection with calculation of late charges, escrow collections and
charging of release fees. The suits seek damages and costs of
unstated amounts. Management believes that its mortgage servicing
practices are consistent with industry practices and comply with
federal and state laws, and has denied any liability in its answers
to the complaints. Management further believes that the suits are
not likely to have a material adverse effect on the financial
condition of the Company.

F-22
168

NATIONAL MORTGAGE COMPANY AND NATIONAL MORTGAGE PARENTS
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

16. DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate
the fair value of each class of financial instrument.

CASH AND CASH EQUIVALENTS

The carrying amount of cash and cash equivalents is a
reasonable estimate of its fair value.

OTHER RECEIVABLES

Other receivables consist primarily of short-term advances
whose carrying value approximates fair value.

MORTGAGE LOANS HELD FOR SALE

The carrying amount of mortgage loans held for sale
approximates the market value because of the short term for which
they are held.

LONG-TERM INVESTMENTS

Long-term investments consists of securities whose interest
rate has not varied since acquisition, and therefore have a fair
value equal to acquisition cost.

NOTES PAYABLE

The carrying amount of notes payable approximates their fair
value, because of their short maturities and stated interest rates
approximate the current rates of borrowings by the Company.

LONG-TERM DEBT

The carrying amount of long-term debt approximates the fair
value, since the stated interest rates are substantially the same
as borrowing rates currently available for similar debt.

OFF-BALANCE-SHEET COMMITMENTS

Because the Company's policy is to match lending commitments
with forward sales commitments, it has not attempted to determine
the fair value of these off-balance-sheet transactions on a
separate basis.

17. SUBSEQUENT EVENT

On July 7, 1994, the Company and Boatmen's Bancshares, Inc.
("Boatmen's") signed a merger agreement for the acquisition by
Boatmen's of the Company and certain of its affiliates. The
transaction is contemplated to close in the fourth quarter of 1994.

F-23
169

HOME LOAN COMPANIES
COMBINED BALANCE SHEETS

SEPTEMBER 30
1994 1993
-------------------------------------
(UNAUDITED) (Unaudited)

ASSETS
Current assets:
Cash and cash equivalents $ 332,449 $ 65,217
Note receivable from affiliated company 872,200 1,468,417
Other receivables 137,572 226,874
Land held for resale 66,542 3,154
---------------------------------------
1,408,763 1,763,662

Mortgage loans receivable 2,859,798 3,702,640

Fixed assets:
Furniture, fixtures and equipment 49,984 48,340
Less accumulated depreciation 35,007 25,010
---------------------------------------
14,977 23,330
---------------------------------------
Total assets $4,283,538 $5,489,632
=======================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 8,810 $ 72,565
Accrued expenses and other liabilities 51,856 84,200
Notes payable to banks 2,613,512 3,681,763
---------------------------------------
Total current liabilities 2,674,178 3,838,528

Shareholders' equity:
Common stock 102,500 102,500
Retained earnings 1,611,840 1,548,604
---------------------------------------
1,714,340 1,651,104
Less treasury stock, at cost (104,980) 0
---------------------------------------

Total shareholders' equity 1,609,360 1,651,104
---------------------------------------
Total liabilities and shareholders' equity $4,283,538 $5,489,632
=======================================

F-24
170

HOME LOAN COMPANIES
COMBINED STATEMENTS OF INCOME

NINE-MONTH PERIOD ENDED
SEPTEMBER 30
1994 1993
-------------------------------------
(UNAUDITED) (Unaudited)

INCOME
Origination income, net $311,922 $ 286,728
Brokerage fee income 106,205 112,569

Interest income 360,995 367,615
Interest expense (57,896) (109,301)
---------------------------------------
Net interest income 303,099 258,314

Other 4,974 10,268
---------------------------------------
726,200 667,879
EXPENSES
Salaries and employee benefits 484,118 372,192
Other general and administrative 92,259 64,394
---------------------------------------
576,377 436,586
---------------------------------------
Net income before income taxes 149,823 231,293

Income taxes (57,269) (87,892)
---------------------------------------
Net income $ 92,554 $ 143,401
=======================================

F-25
171

HOME LOAN COMPANIES
COMBINED STATEMENTS OF CASH FLOW

NINE MONTH PERIOD ENDED
SEPTEMBER 30
1994 1993
-------------------------------------
(UNAUDITED) (Unaudited)

OPERATING ACTIVITIES
Net income $ 92,554 $ 143,401
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation 4,284 4,283
Changes in operating assets and liabilities:
Receivables 58,161 (461,845)
Refundable income taxes
Accounts payable (32,651) (26,581)
Accrued expenses and other liabilities (8,139) 69,049)
Income taxes payable -- (67,386)
-------------------------------------
Net cash provided by (used in) operating activities 114,209 (339,079)

INVESTING ACTIVITIES
Purchases of furniture, fixtures and equipment (328) --
Proceeds from sale of land -- 28,895
(Increase) decrease in mortgage loans receivable 734,779 (118,943)
-------------------------------------
Net cash provided by (used in) investing activities 734,451 (90,048)

FINANCING ACTIVITIES
Net short-term borrowings (payments) (657,460) 404,160
Proceeds from issuance of common stock -- 25,000
-------------------------------------
Net cash provided by (used in) financing activities (657,460) 429,160
-------------------------------------
Net increase (decrease) in cash and cash equivalents 191,200 33
Cash and cash equivalents at beginning of period 141,249 65,184
-------------------------------------
Cash and cash equivalents at end of period $ 332,449 $ 65,217
=====================================

F-26
172

HOME LOAN COMPANIES
COMBINED BALANCE SHEETS

DECEMBER 31, DECEMBER 31,
1993 1992
-------------------------------------
(UNAUDITED) (Unaudited)

ASSETS
Current assets:
Cash and cash equivalents $ 141,249 $ 65,184
Note receivable from affiliated company 1,001,200 1,016,200
Other receivables 133,275 224,683
Land held for sale -- 28,895
-------------------------------------
Total current assets 1,275,724 1,334,962

Mortgage loans receivable 3,594,577 3,583,697
Fixed assets:
Furniture, fixtures and equipment 49,656 48,341
Less accumulated depreciation 30,723 25,011
-------------------------------------
18,933 23,330
-------------------------------------
Total assets $4,889,234 $4,941,989
=====================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 41,461 $ 99,146
Accrued expenses and other liabilities 59,995 15,151
Notes payable to banks 3,270,972 3,277,603
Income taxes payable -- 67,386
-------------------------------------
Total current liabilities 3,372,428 3,459,286

Shareholders' equity:
Common stock 102,500 77,500
Retained earnings 1,519,286 1,405,203
-------------------------------------
1,621,786 1,482,703
Less treasury stock, at cost (104,980) --
-------------------------------------
Total shareholders' equity 1,516,806 1,482,703
-------------------------------------
Total liabilities and shareholders' equity $4,889,234 $4,941,989
=====================================

See accompanying notes to financial statements (unaudited).

F-27
173

HOME LOAN COMPANIES
COMBINED STATEMENTS OF INCOME

YEAR ENDED DECEMBER 31
1993 1992 1991
----------------------------------------------------
(UNAUDITED) (Unaudited) (Unaudited)

Income
Origination income, net $376,980 $423,821 $232,569
Brokerage fee income 143,515 147,941 109,832

Interest income 519,495 486,600 714,209
Interest expense (121,493) (137,966) (175,098)
----------------------------------------------------
Net interest income 398,002 348,634 539,111

Other 24,329 5,060 17,932
----------------------------------------------------
942,826 925,456 899,444
Expenses
Salaries and employee benefits 552,162 392,760 389,472
Other general and administrative 204,303 185,196 222,987
----------------------------------------------------
756,465 577,956 612,459
----------------------------------------------------
Net income before income taxes 186,361 347,500 286,985

Income taxes (72,278) (130,806) (84,097)
----------------------------------------------------
Net income $114,083 $216,694 $202,888
====================================================

See accompanying notes to financial statements (unaudited).

F-28
174

HOME LOAN COMPANIES
COMBINED STATEMENTS OF SHAREHOLDERS' EQUITY

COMMON RETAINED TREASURY
STOCK EARNINGS STOCK TOTAL
----------------------------------------------------------------

Balance at January 1, 1991 (unaudited) $ 77,500 $ 985,621 $ -- $1,063,121
Net Income -- 202,888 -- 202,888
----------------------------------------------------------------
Balance at December 31, 1991
(unaudited) 77,500 1,188,509 -- 1,266,009
Net income -- 216,694 -- 216,694
----------------------------------------------------------------
Balance at December 31, 1992
(unaudited) 77,500 1,405,203 -- 1,482,703
Issuance of common stock 25,000 -- -- 25,000
Purchase of treasury stock -- -- (104,980) (104,980)
Net income -- 114,083 -- 114,083
----------------------------------------------------------------
Balance at December 31, 1993
(unaudited) $102,500 $1,519,286 $(104,980) $1,516,806
================================================================

See accompanying notes to financial statements (unaudited).

F-29
175

HOME LOAN COMPANIES
COMBINED STATEMENTS OF CASH FLOW

YEAR ENDED DECEMBER 31
1993 1992 1991
-------------------------------------------------
(UNAUDITED) (Unaudited) (Unaudited)

OPERATING ACTIVITIES
Net income $114,083 $216,694 $202,888
Adjustments to reconcile net income to net
cash provided by (used in) operating activities:
Depreciation 5,712 6,217 5,374
Changes in operating assets and liabilities:
Receivables 106,408 (622,732) 65,175
Accounts payable (57,685) 46,364 16,081
Accrued expenses and other liabilities 44,844 441 (316)
Income taxes payable (67,386) 41,493 7,930
-------------------------------------------------
Net cash provided by (used in) operating
activities 145,976 (311,523) (297,132)

INVESTING ACTIVITIES
Proceeds from sale of land 28,895 -- --
Purchases of property and equipment (1,315) -- (20,215)
(Increase) decrease in mortgage loans receivable (10,880) 1,716,561 (994,979)
-------------------------------------------------
Net cash provided by (used in) investing activities 16,700 1,716,561 (1,015,194)

FINANCING ACTIVITIES
Net short-term borrowings (6,631) (1,416,300) 776,833
Proceeds from issuance of common stock 25,000 -- --
Purchase of treasury stock (104,980) -- --
-------------------------------------------------
Net cash provided by (used in) financing activities (86,611) (1,416,300) 776,833
-------------------------------------------------
Net increase (decrease) in cash and cash equivalents 76,065 (11,262) 58,771
Cash and cash equivalents at beginning of year 65,184 76,446 17,675
-------------------------------------------------
Cash and cash equivalents at end of year $ 141,249 $ 65,184 $ 76,446
=================================================

See accompanying notes to financial statements (unaudited).

F-30
176

HOME LOAN COMPANIES
NOTES TO COMBINED FINANCIAL STATEMENTS
(UNAUDITED)

1. SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The combined financial statements include the accounts of
National Home Loan Company, Inc., National Home loan Company of
Mississippi, Inc. and Arkansas Home Loan Company (collectively "the
Company"). The primary business activities of the Company consist
of the origination of first and second mortgage loans primarily in
Tennessee, Mississippi and Arkansas. The Company either sells the
loans immediately after closing or maintains them and holds them
until maturity.

CASH AND CASH EQUIVALENTS

The Company considers highly liquid investments with
maturities of less than three months when purchased to be cash
equivalents.

MORTGAGE LOANS RECEIVABLE

Mortgage loans consist of loans made to individuals that are
secured by residential single family properties. These mortgage
loans are also pledged as collateral on notes payable to banks.

FURNITURE, FIXTURES AND EQUIPMENT

Furniture, fixtures and equipment are stated at cost.
Depreciation is provided by the straight-line method over the
estimated useful lives of 5 to 8 years.

2. NOTE RECEIVABLE FROM AFFILIATED COMPANY

Notes receivable from affiliated company represents a demand
note which bears interest at 6% and 6.25% at December 31, 1993 and
1992, respectively.

3. NOTES PAYABLE TO BANKS

Notes payable to banks, totalling $3,270,972 and $3,277,603 at
December 31, 1993 and 1992, respectively, consisted of short-term
borrowings on warehouse notes payables from banks secured by the
Company's mortgage notes receivable.

Under the warehousing note agreement, the Company incurs
interest at the bank's prime rate or a reduced interest rate
(ranging from 1.375% to 2% at December 31, 1993 and 1992) as a
result of holding escrow and custodial funds in trust accounts at
non-affiliated banks.

Interest paid during 1993, 1992 and 1991 was $118,216,
$143,502 and $173,119, respectively.

F-31
177

HOME LOAN COMPANIES
NOTE TO COMBINED FINANCIAL STATEMENTS
(UNAUDITED)

4. INCOMES TAXES

Effective January 1, 1993, the Company changed its method of
accounting for income taxes from the deferred method to the
liability method required by FASB Statement No.109, Accounting for
Income Taxes. As permitted under the new rules, prior years'
financial statements have not been restated. The effect on the
Company's financial statements as a result of the change was not
material to the Company's financial position.

The reconciliation of income tax computed at the U.S. federal
statutory tax rate of 34% to income tax expense is as follows:

YEAR ENDED DECEMBER 31
1993 1992 1991
------------------------------------------------

Federal income taxes $63,363 $118,150 $ 97,575
State income taxes - net of federal tax
benefit 8,915 12,656 11,365
Other -- -- (24,843)
------------------------------------------------
$72,278 $130,806 $ 84,097
================================================

Income taxes paid during 1993, 1992 and 1991 were $139,664,
$89,313 and $76,167, respectively.

5. EMPLOYEE BENEFIT PLAN

The Company has a defined contribution profit sharing plan,
covering substantially all employees. The Plan provides for
minimum employer contributions based on percentage of earnings of
the eligible employees, and for tax deferred voluntary
contributions by the employees, which are matched by the Company
within specified contribution levels. The Company's cost related
to the Plan was $2,867, $2,788 and $2,844 for the years ended
December 31, 1993, 1992 and 1991, respectively.

F-32
178

APPENDIX A

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

MERGER AGREEMENT

for the acquisition of

NATIONAL MORTGAGE COMPANY
and affiliated corporations

BOATMEN'S BANCSHARES, INC.

Dated July 7, 1994

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

179

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

Page
----

ARTICLE ONE NATIONAL AFFILIATE MERGERS

Section 1.01 Definition of Merger Consideration Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-2
Section 1.02 The B-M Homes Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-3
Section 1.03 The Macon Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5
Section 1.04 The Marbel Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
Section 1.05 The Margolin Appliance Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8
Section 1.06 The Margolin Realty Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-10
Section 1.07 The National Builders Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-11
Section 1.08 Restatement of National Mortgage Bylaws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-13

ARTICLE TWO HOME LOAN COMPANY MERGERS

Section 2.01 The Arkansas Home Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-13
Section 2.02 The National Home Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-14
Section 2.03 The National Home Mississippi Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-15

ARTICLE THREE ESCROW

Section 3.01 Escrow of Boatmen's Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-16

ARTICLE FOUR CLOSING

Section 4.01 The Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
Section 4.02 Closing Date and Effective Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
Section 4.03 Companies' Deliveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-17
Section 4.04 Boatmen's Deliveries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-18
Section 4.05 Fractional Share Treatment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-18
Section 4.06 Exchange Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-19

ARTICLE FIVE REPRESENTATIONS OF COMPANIES

Section 5.01 Organization, Capitalization and Subsidiaries of B-M Homes. . . . . . . . . . . . . . . . . . . . A-20
Section 5.02 Organization, Capitalization and Subsidiaries of Macon. . . . . . . . . . . . . . . . . . . . . . A-21
Section 5.03 Organization, Capitalization and Subsidiaries of Marbel . . . . . . . . . . . . . . . . . . . . . A-22
Section 5.04 Organization, Capitalization and Subsidiaries of Margolin Appliance . . . . . . . . . . . . . . . A-23
Section 5.05 Organization, Capitalization and Subsidiaries of Margolin Realty. . . . . . . . . . . . . . . . . A-24
Section 5.06 Organization, Capitalization and Subsidiaries of National Builders. . . . . . . . . . . . . . . . A-25
Section 5.07 Organization, Capitalization and Subsidiaries of Arkansas Home. . . . . . . . . . . . . . . . . . A-26
Section 5.08 Organization, Capitalization and Subsidiaries of National Home. . . . . . . . . . . . . . . . . . A-27
Section 5.09 Organization, Capitalization and Subsidiaries of National Home Mississippi. . . . . . . . . . . . A-27

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Section 5.10 No Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-28
Section 5.11 No Conflict . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-29
Section 5.12 Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-29
Section 5.13 Absence of Changes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
Section 5.14 Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
Section 5.15 Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
Section 5.16 Employment Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
Section 5.17 Employee Matters and ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-30
Section 5.18 Title to Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-31
Section 5.19 Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-32
Section 5.20 No Undisclosed Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-32
Section 5.21 Assets Necessary to National Mortgage's Business. . . . . . . . . . . . . . . . . . . . . . . . . A-32
Section 5.22 Agreements with Affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33
Section 5.23 Nonbanking Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33
Section 5.24 Brokerage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33
Section 5.25 Statements True and Correct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-33

ARTICLE SIX ADDITIONAL REPRESENTATIONS REGARDING NATIONAL
MORTGAGE AND THE HOME LOAN COMPANIES

Section 6.01 Organization and Capital Stock of National Mortgage . . . . . . . . . . . . . . . . . . . . . . . A-34
Section 6.02 Subsidiaries of National Mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-34
Section 6.03 Mortgage Banking Licenses and Qualifications. . . . . . . . . . . . . . . . . . . . . . . . . . . A-35
Section 6.04 Compliance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-35
Section 6.05 Mortgage Servicing Portfolio. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-36
Section 6.06 Title to Mortgage Loans and Enforceability. . . . . . . . . . . . . . . . . . . . . . . . . . . . A-36
Section 6.07 Mortgage Servicing Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-37
Section 6.08 No Recourse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-37
Section 6.09 Escrow Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-38
Section 6.10 Collection Practices; Escrow Accounts; Interest Rate Adjustments. . . . . . . . . . . . . . . . . A-38
Section 6.11 Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-38
Section 6.12 Physical Damage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-38
Section 6.13 Application of Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-39
Section 6.14 Independent Mortgage Brokers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-39
Section 6.15 Investor Commitments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-39
Section 6.16 Audits and Investigations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-39
Section 6.17 Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-39
Section 6.18 Pool Certification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-39
Section 6.19 Loan Disbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-40
Section 6.20 Payment of Taxes, Insurance Premiums, etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . A-40
Section 6.21 Tax Identifications and Property Identifications . . . . . . . . . . . .. . . . . . . . . . . . . A-40
Section 6.22 Payoff Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-40

ARTICLE SEVEN REPRESENTATIONS OF BOATMEN'S

Section 7.01 Organization and Capital Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-40
Section 7.02 Authorization; No Conflicts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-41
Section 7.03 Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-41

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Section 7.04 Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-42
Section 7.05 Absence of Changes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-42
Section 7.06 Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-42
Section 7.07 Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-42
Section 7.08 Compliance With Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-42
Section 7.09 Statements True and Correct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-42

ARTICLE EIGHT AGREEMENTS OF COMPANIES

Section 8.01 Business in Ordinary Course . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-43
Section 8.02 Disposition of Unrelated Assets/Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . A-45
Section 8.03 Acquisition of Partnership Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-45
Section 8.04 Valuation of Alliance Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-46
Section 8.05 Releases and Indemnification Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-46
Section 8.06 Breaches. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-46
Section 8.07 Submission to Shareholders. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-46
Section 8.08 Consents to Contracts and Leases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-46
Section 8.09 Consummation of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-46
Section 8.10 Environmental Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-47
Section 8.11 Restriction on Resales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-47
Section 8.12 Transfer Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-47
Section 8.13 Permits of State and Other Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-47
Section 8.14 Access to Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-48
Section 8.15 Satisfaction of National Service Payables and Receivables . . . . . . . . . . . . . . . . . . . . A-48
Section 8.16 Delivery of National Mortgage Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . A-48
Section 8.17 Correction of Shareholder Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-48

ARTICLE NINE AGREEMENTS OF BOATMEN'S

Section 9.01 Certain Regulatory Approvals and Registration Statement . . . . . . . . . . . . . . . . . . . . . A-49
Section 9.02 Breaches. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-49
Section 9.03 Consummation of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-49
Section 9.04 Directors and Officers' Liability Insurance and Indemnification . . . . . . . . . . . . . . . . . A-50
Section 9.05 Employee Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-50
Section 9.06 Valuation of Alliance Real Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-51
Section 9.07 Reorganization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-51
Section 9.08 Negotiation of Lease and Certain Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . A-51
Section 9.09 Access to Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-51

ARTICLE TEN CONDITIONS PRECEDENT

Section 10.01 Conditions to Boatmen's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-52
Section 10.02 Conditions to Companies' Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-54

ARTICLE ELEVEN TERMINATION OR ABANDONMENT

Section 11.01 Mutual Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-55
Section 11.02 Breach of Representations or Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-55

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Section 11.03 Environmental Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-55
Section 11.04 Failure of Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-55
Section 11.05 Regulatory Approval Denial. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-55
Section 11.06 Shareholder Approval Denial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-56
Section 11.07 Regulatory Enforcement Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-56
Section 11.08 Boatmen's Average Stock Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-56
Section 11.09 Automatic Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-57
Section 11.10 Termination Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-57
Section 11.11 Superior Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-58
Section 11.12 Execution of Related Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-58
Section 11.13 Review of National Mortgage Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . A-58

ARTICLE TWELVE REPRESENTATIONS REGARDING AND AGREEMENTS OF NATIONAL
SERVICE

Section 12.01 Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-58
Section 12.02 Dissolution of National Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-59
Section 12.03 Prohibition on Certain Third Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . A-59
Section 12.04 Repayment of Certain National Service Payables. . . . . . . . . . . . . . . . . . . . . . . . . . A-59
Section 12.05 Collection of Certain National Service Receivables. . . . . . . . . . . . . . . . . . . . . . . . A-60
Section 12.06 Delivery of Promissory Notes and Guaranty Agreement . . . . . . . . . . . . . . . . . . . . . . . A-60

ARTICLE THIRTEEN GENERAL

Section 13.01 Confidential Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-60
Section 13.02 Publicity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-60
Section 13.03 Return of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-60
Section 13.04 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-60
Section 13.05 Adjustment of Boatmen's Common. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-61
Section 13.06 Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-62
Section 13.07 Nonsurvival of Representations, Warranties and Agreements. . . . . . . . . . . . . . . . . . . . A-62
Section 13.08 Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-62
Section 13.09 Headings and Captions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-62
Section 13.10 Waiver, Amendment or Modification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-62
Section 13.11 Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-63
Section 13.12 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-63
Section 13.13 Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-63
Section 13.14 Governing Law; Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-63

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Exhibit 1.02 - Form of Bylaws
Exhibit 3.01 - Form of Escrow Agreement
Exhibit 4.03 - Legal Opinion of Companies' Counsel
Exhibit 4.04 - Legal Opinion of Boatmen's Counsel
Exhibit 8.02 - Form of Asset/Liability Transfer Agreement
Exhibit 8.03 - Form of Equipment Transfer Agreement
Exhibit 8.04 - Valuation of Alliance Real Estate
Exhibit 8.05(a) - Form of Release
Exhibit 8.05(b) - Form of Indemnification Agreement
Exhibit 8.11 - Form of Affiliate Agreement
Exhibit 8.17 - Modification and Termination Agreement
Exhibit 11.08 - Index Group
Exhibit 11.12 - Description of Related Agreements

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MERGER AGREEMENT
----------------

This MERGER AGREEMENT (this "Agreement") made July 7, 1994, by
and among B-M HOMES, INC., a Tennessee corporation ("B-M Homes"),
MACON HOMES, INC., a Tennessee corporation ("Macon"), MARBEL HOMES,
INC., a Tennessee corporation ("Marbel"), MARGOLIN BROS. APPLIANCE
CO., a Tennessee corporation ("Margolin Appliance"), MARGOLIN BROS.
REALTY CO., a Tennessee corporation ("Margolin Realty"), NATIONAL
BUILDERS, INC., a Tennessee corporation ("National Builders") (the
foregoing corporations are sometimes individually referred to
herein as a "National Affiliate" and collectively as the "National
Affiliates"), ARKANSAS HOME LOAN COMPANY, an Arkansas corporation
("Arkansas Home"), NATIONAL HOME LOAN COMPANY, INC., a Tennessee
corporation ("National Home"), and NATIONAL HOME LOAN COMPANY OF
MISSISSIPPI, INC., a Mississippi corporation ("National Home
Mississippi") (Arkansas Home, National Home and National Home
Mississippi are sometimes individually referred to herein as a
"Home Loan Company" and collectively as the "Home Loan Companies"),
NATIONAL SERVICE COMPANY, a Tennessee corporation ("National
Service"), BOATMEN'S BANCSHARES, INC., a Missouri corporation
("Boatmen's"), and the following corporations, each of which is a
Tennessee corporation, unless otherwise stated, and each of which
is a wholly-owned subsidiary of Boatmen's recently formed for the
sole purpose of facilitating the transactions contemplated by this
Agreement (sometimes individually referred to herein as an
"Acquisition Sub" and collectively as the "Acquisition Subs"); BBI
ONE, INC. ("BBI One"), BBI TWO, INC. ("BBI Two"), BBI THREE, INC.
("BBI Three"), BBI FOUR, INC. ("BBI Four"), BBI FIVE, INC. ("BBI
Five"), BBI SIX, INC. ("BBI Six"), BBI SEVEN, INC., an Arkansas
corporation ("BBI Seven"), BBI EIGHT, INC. ("BBI Eight") and BBI
NINE, INC., a Mississippi corporation ("BBI Nine"). The National
Affiliates and Home Loan Companies are sometimes individually
referred to herein as a "Company" and collectively as the
"Companies."

RECITALS
--------

WHEREAS, the National Affiliates collectively own, directly or
indirectly, all of the outstanding stock of National Mortgage
Company, a Tennessee corporation ("National Mortgage"); and

WHEREAS, the Home Loan Companies operate certain businesses
which are integral to the overall business and operations of
National Mortgage; and

WHEREAS, Boatmen's desires to acquire National Mortgage, by
acquiring the National Affiliates, and Boatmen's also desires to
acquire the Home Loan Companies; and

WHEREAS, the Companies desire to be acquired by Boatmen's in
the manner and subject to the terms and provisions of this
Agreement; and

WHEREAS, for federal income tax purposes, it is intended that
the mergers contemplated hereby shall qualify as a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended.

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185

NOW, THEREFORE, in consideration of the premises and the
mutual terms and provisions set forth in this Agreement, the
parties agree as follows:

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

NATIONAL AFFILIATE MERGERS
--------------------------

SECTION 1.01. DEFINITION OF MERGER CONSIDERATION TERMS. As
-------------------------------------------------------
used herein, the term:

(a) "BASE HLC CONSIDERATION" shall mean such number of shares
------------------------
of common stock, par value $1.00 per share, of Boatmen's
("Boatmen's Common") as equals the quotient of A divided by B,
where A equals $5,640,000, and where B equals the average of the
daily closing prices of a share of Boatmen's Common, as reported on
Nasdaq Stock Market's National Market ("Nasdaq"), during the period
of five (5) trading days ending at the end of the fifth (5th)
trading day immediately preceding the Closing Date (as defined in
Section 4.02 hereof) (the "Boatmen's Closing Price");

(b) "HLC ADJUSTMENT" shall mean, with respect to any Home Loan
----------------
Company, the quotient of A divided by B, where A equals the
aggregate amount (the "Cash Balance"), as of Closing (as defined in
Section 4.01 hereof), of such Home Loan Company's cash and accounts
or notes receivables from National Service (with any accounts or
notes payable to National Service being a reduction of any such
cash and accounts or notes receivable); provided, however, that in
no event shall the aggregate Cash Balances of all three Home Loan
Companies exceed $1,300,000 (in the event that the total Cash
Balances would exceed such amount, then the Cash Balance of each
Home Loan Company shall be proportionately reduced such that the
total Cash Balances of all three Home Loan Companies shall equal
$1,300,000), and where B equals the Boatmen's Closing Price;

(c) "GROSS NA COMMON CONSIDERATION" shall mean such number of
-------------------------------
shares of Boatmen's Common as equals the difference between A and
B, where A equals 4,999,943, and where B equals the Base HLC
Consideration;

(d) "APPLICABLE NA ADJUSTMENT" shall mean, with respect to any
--------------------------
National Affiliate, the quotient of A divided by B, where A equals
the difference between X and Y, where X equals the sum of (i) the
amount of the accounts or notes payable, if any, of such National
Affiliate due to National Service as of the close of business on
the business day immediately preceding the Closing, (ii) the
portion of the accounts or notes payable, if any, to National
Service as of the close of business on the business day immediately
preceding the Closing, of any Subsidiary Corporation (as defined in
Section 1.01(f) hereof) allocable to such National Affiliate's
ownership interest (direct or indirect) in such Subsidiary
Corporation, (iii) the aggregate federal, state and local tax
(including but not limited to income, sales, use, transfer, stamp
and excise taxes) obligation or liability incurred (after taking
into account the appropriate utilization of any available net
operating loss carryforwards), if any, by such National Affiliate
on account of or in connection with the transactions contemplated
by Sections 8.02 and 8.03 hereof, and (iii) the accounts receivable
of such National Affiliate attributable to the Split-Dollar
Agreements (as defined in Section 8.02(b) hereof), and where Y
equals the sum of (i) the accounts or notes receivable of such
National Affiliate from National Service, if any, as of the close
of business on the business day immediately preceding the Closing,
(ii) the portion of the accounts or notes receivable of any Subsidiary
Corporation from National Service, if any, as of the close of business
on the business day immediately preceding the Closing, allocable
to such National Affiliate's ownership interest (direct

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or indirect) in such Subsidiary Corporation, (iii) an amount
equal to the product of the Alliance Percentage Interest (as
defined in Section 1.01(e) hereof) of such National Affiliate, if
any, times the Net Alliance Real Estate Equity Value (as defined in
Section 8.04 hereof), (iv) the amount of cash paid to and received
by such National Affiliate at or prior to the Closing, if any, as
consideration for the transactions contemplated by Section 8.02
hereof (but only to the extent that such cash is held by such
National Affiliate as of the Closing as cash and is so reflected on
its books at such time), and where B equals $31.70; provided,
however, that in the event that the sum of the differences between
X and Y, as aforesaid, of all six National Affiliates would be less
than the lesser of (i) the sum of Cash Balances of all three Home
Loan Companies and (ii) $1,300,000 (the "HLC Cash Adjustment
Amount"), then such differences of each National Affiliate shall be
appropriately and proportionately adjusted such that the sum of
such differences shall equal the HLC Cash Adjustment Amount;

(e) "ALLIANCE PERCENTAGE INTEREST" shall mean, with respect
------------------------------
to any National Affiliate, such percentage as equals such National
Affiliate's percentage ownership of the outstanding common stock of
Alliance Realty Company, a Tennessee corporation ("Alliance") (and
where, for this purpose, any shares of Alliance owned by a
subsidiary of such National Affiliate shall be deemed owned by such
National Affiliate to the extent of its percentage ownership of
such subsidiary); and

(f) "SUBSIDIARY CORPORATION" shall mean, with respect to a
------------------------
specific National Affiliate, any Corporation (as hereinafter
defined) in which such National Affiliate owns, directly or
indirectly (through one or more other Corporations), common stock
thereof.

SECTION 1.02. THE B-M HOMES MERGER.
------------ --------------------

(a) Structure and Effects. Pursuant to the terms and
---------------------
provisions of this Agreement and the Tennessee Business Corporation
Act (the "Tennessee Corporate Law"), BBI One shall merge with and
into B-M Homes (the "B-M Homes Merger"). BBI One shall be the
merging corporation in the B-M Homes Merger and its corporate
identity and existence, separate and apart from B-M Homes, shall
cease on consummation of the B-M Homes Merger. B-M Homes shall be
the surviving corporation in the B-M Homes Merger. No changes in
the articles of incorporation of B-M Homes shall be effected by the
B-M Homes Merger. At the Effective Time (as defined in Section
4.02 hereof), the Bylaws of B-M Homes shall be amended and restated
in their entirety to read as set forth as Exhibit 1.02 hereof (with
the name of B-M Homes appropriately inserted therein). The B-M
Homes Merger shall have all the effects provided by the Tennessee
Corporate Law and this Agreement.

(b) Conversion of B-M Homes Common Shares. At the Effective
-------------------------------------
Time, each share of common stock, no par value, of B-M Homes (the
"B-M Homes Common") issued and outstanding immediately prior to the
Effective Time, other than any shares the holders of which have
duly exercised and perfected their dissenters' rights under the
Tennessee Corporate Law, shall be converted into such number of
shares of Boatmen's Common (together with any rights attached
thereto under or by virtue of the Rights Agreement, dated August
14, 1990, as amended, between Boatmen's and Boatmen's Trust
Company, as Rights Agent (the "Rights"); prior to the Distribution
Date (as defined in the Rights Agreement), all references in this
Agreement to Boatmen's Common to be issued by Boatmen's pursuant to
this Agreement shall be deemed to include the Rights) as equals the
quotient of A divided by B, where A equals the difference between
X and Y, where X equals seventeen and eighty-two hundredths percent
(17.82%) of the Gross NA Common Consideration, and where Y equals
the Applicable NA Adjustment with respect to B-M Homes, and where
B equals the number of shares of B-M Homes Common issued and outstanding
immediately prior to the Effective Time (the "B-M Homes Common Merger

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Consideration"). From the aggregate B-M Homes Common
Merger Consideration, Boatmen's shall issue and deliver to the
Escrow Agent (as defined in Section 3.01 hereof) pursuant to the
Escrow Agreement (as defined in Section 3.01 hereof) such number of
shares of Boatmen's Common as equals seventeen and eighty-two
hundredths percent (17.82%) of the Escrow Shares (as defined in
Section 3.01 hereof), rounded to the nearest whole share, and the
balance of the aggregate B-M Homes Common Merger Consideration,
together with any cash payment in lieu of a fractional share of
Boatmen's Common as provided in Section 4.05 hereof (the "Net B-M
Homes Common Merger Consideration"), shall be issuable to the
holders of B-M Homes Common as provided in Section 4.06 hereof. At
the Effective Time, all of the shares of B-M Homes Common (other
than any shares held by dissenting holders), by virtue of the B-M
Homes Merger and without any action on the part of the holders
thereof, shall no longer be outstanding and shall be canceled and
retired and shall cease to exist, and each holder of any
certificate or certificates (other than any shares held by
dissenting holders) which immediately prior to the Effective Time
represented outstanding shares of B-M Homes Common (the "B-M Homes
Common Certificates") shall thereafter cease to have any rights
with respect to such shares, except the right of such holder to
receive, without interest, such holder's proportionate share of the
Net B-M Homes Common Merger Consideration, the dividends and other
distributions, if any, pursuant to Section 4.06(d) and such
holder's beneficial interest in the Escrow Shares upon the
surrender of such B-M Homes Common Certificates in accordance with
Section 4.06 hereof. At the Effective Time, each share of B-M
Homes Common, if any, held in the treasury of or by any direct or
indirect subsidiary of B-M Homes immediately prior to the Effective
Time shall be canceled.

(c) Conversion of B-M Homes Preferred. At the Effective Time,
---------------------------------
each share of preferred stock, par value $.0001, of B-M Homes (the
"B-M Homes Preferred") issued and outstanding immediately prior to
the Effective Time, other than any shares the holders of which have
duly exercised and perfected their dissenters' rights under the
Tennessee Corporate Law, shall be converted into .0001 of a share
of Boatmen's Common, subject to the provisions of Section 4.05
hereof (the "B-M Homes Preferred Merger Consideration"). At the
Effective Time, all of the shares of B-M Homes Preferred (other
than any shares held by dissenting holders), by virtue of the B-M
Homes Merger and without any action on the part of the holders
thereof, shall no longer be outstanding and shall be canceled and
retired and shall cease to exist, and each holder of any
certificate or certificates (other than any shares held by
dissenting holders) which immediately prior to the Effective Time
represented outstanding shares of B-M Homes Preferred (the "B-M
Homes Preferred Certificates") shall thereafter cease to have any
rights with respect to such shares, except the right of such holder
to receive, without interest, the B-M Homes Preferred Merger
Consideration and the dividends and other distributions, if any,
pursuant to Section 4.06(d) upon the surrender of such B-M Homes
Preferred Certificates in accordance with Section 4.06 hereof. At
the Effective Time, each share of B-M Homes Preferred, if any, held
in the treasury of or by any direct or indirect subsidiary of B-M
Homes immediately prior to the Effective Time shall be canceled.

(d) Conversion of BBI One Shares. After giving effect to the
----------------------------
conversion of shares pursuant to paragraphs (b) and (c) above, each
share of common stock, par value $1.00 per share, of BBI One
outstanding immediately prior to the Effective Time shall be
converted into one share of B-M Homes Common.

(e) Dissenters' Shares. If holders of B-M Homes Common or B-M
------------------
Homes Preferred are entitled to dissent from this Agreement and the
B-M Homes Merger and demand payment of fair value of their shares
under the Tennessee Corporate Law, any issued and outstanding
shares of B-M Homes Common or B-M Homes Preferred held by a
dissenting holder shall not be converted as described in this

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Section 1.02 but from and after the Effective Time shall represent
only the right to receive such consideration as may be determined
to be due to such dissenting holder pursuant to the Tennessee
Corporate Law; provided, however, that each share of B-M Homes
Common or B-M Homes Preferred outstanding immediately prior to the
Effective Time and held by a dissenting holder who shall, after the
Effective Time, withdraw his or her demand to receive fair value or
otherwise lose his or her right of dissent shall have only such
rights as are provided under the Tennessee Corporate Law.

SECTION 1.03. THE MACON MERGER.
------------ ----------------

(a) Structure and Effects. Pursuant to the terms and
---------------------
provisions of this Agreement and the Tennessee Corporate Law, BBI
Two shall merge with and into Macon (the "Macon Merger"). BBI Two
shall be the merging corporation in the Macon Merger and its
corporate identity and existence, separate and apart from Macon,
shall cease on consummation of the Macon Merger. Macon shall be
the surviving corporation in the Macon Merger. No changes in the
articles of incorporation of Macon shall be effected by the Macon
Merger. At the Effective Time, the Bylaws of Macon shall be
amended and restated in their entirety to read as set forth as
Exhibit 1.02 hereof (with the name of Macon appropriately inserted
therein). The Macon Merger shall have all the effects provided by
the Tennessee Corporate Law and this Agreement.

(b) Conversion of Macon Common Shares. At the Effective Time,
---------------------------------
each share of common stock, no par value, of Macon (the "Macon
Common") issued and outstanding immediately prior to the Effective
Time, other than any shares the holders of which have duly
exercised and perfected their dissenters' rights under the
Tennessee Corporate Law, shall be converted into such number of
shares of Boatmen's Common as equals the quotient of A divided by
B, where A equals the difference between X and Y, where X equals
twenty-nine and seventy-seven hundredths percent (29.77%) of the
Gross NA Common Consideration, and where Y equals the Applicable NA
Adjustment with respect to Macon, and where B equals the number of
shares of Macon Common issued and outstanding immediately prior to
the Effective Time (the "Macon Common Merger Consideration"). From
the aggregate Macon Common Merger Consideration, Boatmen's shall
issue and deliver to the Escrow Agent pursuant to the Escrow
Agreement such number of shares of Boatmen's Common as equals
twenty-nine and seventy-seven hundredths percent (29.77%) of the
Escrow Shares, rounded to the nearest whole share, and the balance
of the aggregate Macon Common Merger Consideration, together with
any cash payment in lieu of a fractional share of Boatmen's Common
as provided in Section 4.05 hereof (the "Net Macon Common Merger
Consideration"), shall be issuable to the holders of Macon Common
as provided in Section 4.06 hereof. At the Effective Time, all of
the shares of Macon Common (other than any shares held by
dissenting holders), by virtue of the Macon Merger and without any
action on the part of the holders thereof, shall no longer be
outstanding and shall be canceled and retired and shall cease to
exist, and each holder of any certificate or certificates (other
than any shares held by dissenting holders) which immediately prior
to the Effective Time represented outstanding shares of Macon
Common (the "Macon Common Certificates") shall thereafter cease to
have any rights with respect to such shares, except the right of
such holder to receive, without interest, such holder's
proportionate share of the Net Macon Common Merger Consideration,
the dividends and other distributions, if any, pursuant to
Section 4.06(d) and such holder's beneficial interest in the Escrow
Shares upon the surrender of such Macon Common Certificates in
accordance with Section 4.06 hereof. At the Effective Time, each
share of Macon Common, if any, held in the treasury of or by any
direct or indirect subsidiary of Macon immediately prior to the
Effective Time shall be canceled.

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(c) Conversion of Macon A Preferred. At the Effective Time,
-------------------------------
each share of class A preferred stock, par value $.0001, of Macon
(the "Macon A Preferred") issued and outstanding immediately prior
to the Effective Time, other than any shares the holders of which
have duly exercised and perfected their dissenters' rights under
the Tennessee Corporate Law, shall be converted into .0001 of a
share of Boatmen's Common, subject to the provisions of
Section 4.05 hereof (the "Macon A Preferred Merger Consideration").
At the Effective Time, all of the shares of Macon A Preferred
(other than any shares held by dissenting holders), by virtue of
the Macon Merger and without any action on the part of the holders
thereof, shall no longer be outstanding and shall be canceled and
retired and shall cease to exist, and each holder of any
certificate or certificates (other than any shares held by
dissenting holders) which immediately prior to the Effective Time
represented outstanding shares of Macon A Preferred (the "Macon A
Preferred Certificates") shall thereafter cease to have any rights
with respect to such shares, except the right of such holder to
receive, without interest, the Macon A Preferred Merger
Consideration and the dividends and other distributions, if any,
pursuant to Section 4.06(d) upon the surrender of such Macon A
Preferred Certificates in accordance with Section 4.06 hereof. At
the Effective Time, each share of Macon A Preferred, if any, held
in the treasury of or by any direct or indirect subsidiary of Macon
immediately prior to the Effective Time shall be canceled.

(d) Conversion of Macon B Preferred. At the Effective Time,
-------------------------------
each share of class B preferred stock, no par value, of Macon (the
"Macon B Preferred") issued and outstanding immediately prior to
the Effective Time, other than any shares the holders of which have
duly exercised and perfected their dissenters' rights under the
Tennessee Corporate Law, shall be converted into .000165 of a share
of Boatmen's Common, subject to the provisions of Section 4.05
hereof (the "Macon B Preferred Merger Consideration"). At the
Effective Time, all of the shares of Macon B Preferred (other than
any shares held by dissenting holders), by virtue of the Macon
Merger and without any action on the part of the holders thereof,
shall no longer be outstanding and shall be canceled and retired
and shall cease to exist, and each holder of any certificate or
certificates (other than any shares held by dissenting holders)
which immediately prior to the Effective Time represented
outstanding shares of Macon B Preferred (the "Macon B Preferred
Certificates") shall thereafter cease to have any rights with
respect to such shares, except the right of such holder to receive,
without interest, the Macon B Preferred Merger Consideration and
the dividends and other distributions, if any, pursuant to Section
4.06(d) upon the surrender of such Macon B Preferred Certificates
in accordance with Section 4.06 hereof. At the Effective Time,
each share of Macon B Preferred, if any, held in the treasury of or
by any direct or indirect subsidiary of Macon immediately prior to
the Effective Time shall be canceled.

(e) Conversion of BBI Two Shares. After giving effect to the
----------------------------
conversion of shares pursuant to paragraphs (b), (c) and (d) above,
each share of common stock, par value $1.00 per share, of BBI Two
outstanding immediately prior to the Effective Time shall be
converted into one share of Macon Common.

(f) Dissenters' Shares. If holders of Macon Common, Macon A
------------------
Preferred or Macon B Preferred are entitled to dissent from this
Agreement and the Macon Merger and demand payment of fair value of
their shares under the Tennessee Corporate Law, any issued and
outstanding shares of Macon Common, Macon A Preferred or Macon B
Preferred held by a dissenting holder shall not be converted as
described in this Section 1.03 but from and after the Effective
Time shall represent only the right to receive such consideration
as may be determined to be due to such dissenting holder pursuant
to the Tennessee Corporate Law; provided, however, that each
share of Macon Common, Macon A Preferred or Macon B Preferred
outstanding immediately prior to the Effective Time and held by a
dissenting holder who shall, after the Effective Time, withdraw
his or her demand to receive fair value or otherwise

A-6
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lose his or her right of dissent shall have only such rights as are
provided under the Tennessee Corporate Law.

SECTION 1.04. THE MARBEL MERGER.
------------ -----------------

(a) Structure and Effects. Pursuant to the terms and
---------------------
provisions of this Agreement and the Tennessee Corporate Law, BBI
Three shall merge with and into Marbel (the "Marbel Merger"). BBI
Three shall be the merging corporation in the Marbel Merger and its
corporate identity and existence, separate and apart from Marbel,
shall cease on consummation of the Marbel Merger. Marbel shall be
the surviving corporation in the Marbel Merger. No changes in the
articles of incorporation of Marbel shall be effected by the Marbel
Merger. At the Effective Time, the Bylaws of Marbel shall be
amended and restated in their entirety to read as set forth as
Exhibit 1.02 hereof (with the name of Marbel appropriately inserted
therein). The Marbel Merger shall have all the effects provided by
the Tennessee Corporate Law and this Agreement.

(b) Conversion of Marbel Common Shares. At the Effective
----------------------------------
Time, each share of common stock, no par value, of Marbel (the
"Marbel Common") issued and outstanding immediately prior to the
Effective Time, other than any shares the holders of which have
duly exercised and perfected their dissenters' rights under the
Tennessee Corporate Law, shall be converted into such number of
shares of Boatmen's Common as equals the quotient of A divided by
B, where A equals the difference between X and Y, where X equals
fourteen one-hundredths percent (0.14%) of the Gross NA Common
Consideration, and where Y equals the Applicable NA Adjustment with
respect to Marbel, and where B equals the number of shares of
Marbel Common issued and outstanding immediately prior to the
Effective Time (the "Marbel Common Merger Consideration"). From
the aggregate Marbel Common Merger Consideration, Boatmen's shall
issue and deliver to the Escrow Agent pursuant to the Escrow
Agreement such number of shares of Boatmen's Common as equals
fourteen one-hundredths percent (0.14%) of the Escrow Shares,
rounded to the nearest whole share, and the balance of the
aggregate Marbel Common Merger Consideration, together with any
cash payment in lieu of a fractional share of Boatmen's Common as
provided in Section 4.05 hereof (the "Net Marbel Common Merger
Consideration"), shall be issuable to the holders of Marbel Common
as provided in Section 4.06 hereof. At the Effective Time, all of
the shares of Marbel Common (other than any shares held by
dissenting holders), by virtue of the Marbel Merger and without any
action on the part of the holders thereof, shall no longer be
outstanding and shall be canceled and retired and shall cease to
exist, and each holder of any certificate or certificates (other
than any shares held by dissenting holders) which immediately prior
to the Effective Time represented outstanding shares of Marbel
Common (the "Marbel Common Certificates") shall thereafter cease to
have any rights with respect to such shares, except the right of
such holder to receive, without interest, such holder's
proportionate share of the Net Marbel Common Merger Consideration,
the dividends and other distributions, if any, pursuant to Section
4.06(d) and such holder's beneficial interest in the Escrow Shares
upon the surrender of such Marbel Common Certificates in accordance
with Section 4.06 hereof. At the Effective Time, each share of
Marbel Common, if any, held in the treasury of or by any direct or
indirect subsidiary of Marbel immediately prior to the Effective
Time shall be canceled.

(c) Conversion of Marbel Preferred. At the Effective Time,
------------------------------
each share of preferred stock, par value $.0001, of Marbel (the
"Marbel Preferred") issued and outstanding immediately prior to
the Effective Time, other than any shares the holders of which
have duly exercised and perfected their dissenters' rights under
the Tennessee Corporate Law, shall be converted into .0001 of
a share of Boatmen's Common, subject to the provisions of
Section 4.05 hereof (the "Marbel Preferred Merger

A-7
191
Consideration"). At the Effective Time, all of the shares of Marbel
Preferred (other than any shares held by dissenting holders), by
virtue of the Marbel Merger and without any action on the part of the
holders thereof, shall no longer be outstanding and shall be canceled
and retired and shall cease to exist, and each holder of any
certificate or certificates (other than any shares held by dissenting
holders) which immediately prior to the Effective Time represented
outstanding shares of Marbel Preferred (the "Marbel Preferred
Certificates") shall thereafter cease to have any rights with
respect to such shares, except the right of such holder to receive,
without interest, the Marbel Preferred Merger Consideration and the
dividends and other distributions, if any, pursuant to Section
4.06(d) upon the surrender of such Marbel Preferred Certificates in
accordance with Section 4.06 hereof. At the Effective Time, each
share of Marbel Preferred, if any, held in the treasury of or by
any direct or indirect subsidiary of Marbel immediately prior to
the Effective Time shall be canceled.

(d) Conversion of BBI Three Shares. After giving effect to
------------------------------
the conversion of shares pursuant to paragraphs (b) and (c) above,
each share of common stock, par value $1.00 per share, of BBI Three
outstanding immediately prior to the Effective Time shall be
converted into one share of Marbel Common.

(e) Dissenters' Shares. If holders of Marbel Common or Marbel
------------------
Preferred are entitled to dissent from this Agreement and the
Marbel Merger and demand payment of fair value of their shares
under the Tennessee Corporate Law, any issued and outstanding
shares of Marbel Common or Marbel Preferred held by a dissenting
holder shall not be converted as described in this Section 1.04 but
from and after the Effective Time shall represent only the right to
receive such consideration as may be determined to be due to such
dissenting holder pursuant to the Tennessee Corporate Law;
provided, however, that each share of Marbel Common or Marbel
Preferred outstanding immediately prior to the Effective Time and
held by a dissenting holder who shall, after the Effective Time,
withdraw his or her demand to receive fair value or otherwise lose
his or her right of dissent shall have only such rights as are
provided under the Tennessee Corporate Law.

SECTION 1.05. THE MARGOLIN APPLIANCE MERGER.
------------ -----------------------------

(a) Structure and Effects. Pursuant to the terms and
---------------------
provisions of this Agreement and the Tennessee Corporate Law, BBI
Four shall merge with and into Margolin Appliance (the "Margolin
Appliance Merger"). BBI Four shall be the merging corporation in
the Margolin Appliance Merger and its corporate identity and
existence, separate and apart from Margolin Appliance, shall cease
on consummation of the Margolin Appliance Merger. Margolin
Appliance shall be the surviving corporation in the Margolin
Appliance Merger. No changes in the articles of incorporation of
Margolin Appliance shall be effected by the Margolin Appliance
Merger. At the Effective Time, the Bylaws of Margolin Appliance
shall be amended and restated in their entirety to read as set
forth as Exhibit 1.02 hereof (with the name of Margolin Appliance
appropriately inserted therein). The Margolin Appliance Merger
shall have all the effects provided by the Tennessee Corporate Law
and this Agreement.

(b) Conversion of Margolin Appliance Common Shares. At the
----------------------------------------------
Effective Time, each share of common stock, no par value, of Margolin
Appliance (the "Margolin Appliance Common") issued and outstanding
immediately prior to the Effective Time, other than any shares the
holders of which have duly exercised and perfected their dissenters'
rights under the Tennessee Corporate Law, shall be converted into such
number of shares of Boatmen's Common as equals the quotient of A
divided by B, where A equals the difference between X and Y, where X
equals seven and seventy-five hundredths percent (7.75%) of the Gross
NA Common Consideration, and where Y equals the Applicable NA Adjustment

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with respect to Margolin Appliance, and where B equals the number of
shares of Margolin Appliance Common issued and outstanding immediately
prior to the Effective Time (the "Margolin Appliance Common Merger
Consideration"). From the aggregate Margolin Appliance Common
Merger Consideration, Boatmen's shall issue and deliver to the
Escrow Agent pursuant to the Escrow Agreement such number of shares
of Boatmen's Common as equals seven and seventy-five hundredths
percent (7.75%) of the Escrow Shares, rounded to the nearest whole
share, and the balance of the aggregate Margolin Appliance Common
Merger Consideration, together with any cash payment in lieu of a
fractional share of Boatmen's Common as provided in Section 4.05
hereof (the "Net Margolin Appliance Common Merger Consideration"),
shall be issuable to the holders of Margolin Appliance Common as
provided in Section 4.06 hereof. At the Effective Time, all of the
shares of Margolin Appliance Common (other than any shares held by
dissenting holders), by virtue of the Margolin Appliance Merger and
without any action on the part of the holders thereof, shall no
longer be outstanding and shall be canceled and retired and shall
cease to exist, and each holder of any certificate or certificates
(other than any shares held by dissenting holders) which
immediately prior to the Effective Time represented outstanding
shares of Margolin Appliance Common (the "Margolin Appliance Common
Certificates") shall thereafter cease to have any rights with
respect to such shares, except the right of such holder to receive,
without interest, such holder's proportionate share of the Net
Margolin Appliance Common Merger Consideration, the dividends and
other distributions, if any, pursuant to Section 4.06(d) and such
holder's beneficial interest in the Escrow Shares upon the
surrender of such Margolin Appliance Common Certificates in
accordance with Section 4.06 hereof. At the Effective Time, each
share of Margolin Appliance Common, if any, held in the treasury of
or by any direct or indirect subsidiary of Margolin Appliance
immediately prior to the Effective Time shall be canceled.

(c) Conversion of Margolin Appliance Preferred. At the
------------------------------------------
Effective Time, each share of preferred stock, par value $.0001, of
Margolin Appliance (the "Margolin Appliance Preferred") issued and
outstanding immediately prior to the Effective Time, other than any
shares the holders of which have duly exercised and perfected their
dissenters' rights under the Tennessee Corporate Law, shall be
converted into .0001 of a share of Boatmen's Common, subject to the
provisions of Section 4.05 hereof (the "Margolin Appliance
Preferred Merger Consideration"). At the Effective Time, all of
the shares of Margolin Appliance Preferred (other than any shares
held by dissenting holders), by virtue of the Margolin Appliance
Merger and without any action on the part of the holders thereof,
shall no longer be outstanding and shall be canceled and retired
and shall cease to exist, and each holder of any certificate or
certificates (other than any shares held by dissenting holders)
which immediately prior to the Effective Time represented
outstanding shares of Margolin Appliance Preferred (the "Margolin
Appliance Preferred Certificates") shall thereafter cease to have
any rights with respect to such shares, except the right of such
holder to receive, without interest, the Margolin Appliance
Preferred Merger Consideration and the dividends and other
distributions, if any, pursuant to Section 4.06(d) upon the
surrender of such Margolin Appliance Preferred Certificates in
accordance with Section 4.06 hereof. At the Effective Time, each
share of Margolin Appliance Preferred, if any, held in the treasury
of or by any direct or indirect subsidiary of Margolin Appliance
immediately prior to the Effective Time shall be canceled.

(d) Conversion of BBI Four Shares. After giving effect to the
-----------------------------
conversion of shares pursuant to paragraphs (b) and (c) above, each
share of common stock, par value $1.00 per share, of BBI Four
outstanding immediately prior to the Effective Time shall be
converted into one share of Margolin Appliance Common.

(e) Dissenters' Shares. If holders of Margolin Appliance
------------------
Common or Margolin Appliance Preferred are entitled to dissent
from this Agreement and the Margolin Appliance Merger and demand

A-9
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payment of fair value of their shares under the Tennessee Corporate
Law, any issued and outstanding shares of Margolin Appliance Common or
Margolin Appliance Preferred held by a dissenting holder shall not
be converted as described in this Section 1.05 but from and after
the Effective Time shall represent only the right to receive such
consideration as may be determined to be due to such dissenting
holder pursuant to the Tennessee Corporate Law; provided, however,
that each share of Margolin Appliance Common or Margolin Appliance
Preferred outstanding immediately prior to the Effective Time and
held by a dissenting holder who shall, after the Effective Time,
withdraw his or her demand to receive fair value or otherwise lose
his or her right of dissent shall have only such rights as are
provided under the Tennessee Corporate Law.

SECTION 1.06. THE MARGOLIN REALTY MERGER.
------------ --------------------------

(a) Structure and Effects. Pursuant to the terms and
---------------------
provisions of this Agreement and the Tennessee Corporate Law, BBI
Five shall merge with and into Margolin Realty (the "Margolin
Realty Merger"). BBI Five shall be the merging corporation in the
Margolin Realty Merger and its corporate identity and existence,
separate and apart from Margolin Realty, shall cease on
consummation of the Margolin Realty Merger. Margolin Realty shall
be the surviving corporation in the Margolin Realty Merger. No
changes in the articles of incorporation of Margolin Realty shall
be effected by the Margolin Realty Merger. At the Effective Time,
the Bylaws of Margolin Realty shall be amended and restated in
their entirety to read as set forth as Exhibit 1.02 hereof (with
the name of Margolin Realty appropriately inserted therein). The
Margolin Realty Merger shall have all the effects provided by the
Tennessee Corporate Law and this Agreement.

(b) Conversion of Margolin Realty Common Shares. At the
-------------------------------------------
Effective Time, each share of common stock, no par value, of
Margolin Realty (the "Margolin Realty Common") issued and
outstanding immediately prior to the Effective Time, other than any
shares the holders of which have duly exercised and perfected their
dissenters' rights under the Tennessee Corporate Law, shall be
converted into such number of shares of Boatmen's Common as equals
the quotient of A divided by B, where A equals the difference
between X and Y, where X equals nine and eighty-eight hundredths
percent (9.88%) of the Gross NA Common Consideration, and where Y
equals the Applicable NA Adjustment with respect to Margolin
Realty, and where B equals the number of shares of Margolin Realty
Common issued and outstanding immediately prior to the Effective
Time (the "Margolin Realty Common Merger Consideration"). From the
aggregate Margolin Realty Common Merger Consideration, Boatmen's
shall issue and deliver to the Escrow Agent pursuant to the Escrow
Agreement such number of shares of Boatmen's Common as equals nine
and eighty-eight hundredths percent (9.88%) of the Escrow Shares,
rounded to the nearest whole share, and the balance of the
aggregate Margolin Realty Common Merger Consideration, together
with any cash payment in lieu of a fractional share of Boatmen's
Common as provided in Section 4.05 hereof (the "Net Margolin Realty
Common Merger Consideration"), shall be issuable to the holders of
Margolin Realty Common as provided in Section 4.06 hereof. At the
Effective Time, all of the shares of Margolin Realty Common (other
than any shares held by dissenting holders), by virtue of the
Margolin Realty Merger and without any action on the part of the
holders thereof, shall no longer be outstanding and shall be
canceled and retired and shall cease to exist, and each holder of
any certificate or certificates (other than any shares held by
dissenting holders) which immediately prior to the Effective Time
represented outstanding shares of Margolin Realty Common (the
"Margolin Realty Common Certificates") shall thereafter cease to
have any rights with respect to such shares, except the right of
such holder to receive, without interest, such holder's
proportionate share of the Net Margolin Realty Common Merger
Consideration, the dividends and other distributions, if any,
pursuant to Section 4.06(d) and such holder's beneficial interest
in the Escrow Shares upon the surrender of such Margolin

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Realty Common Certificates in accordance with Section 4.06 hereof. At
the Effective Time, each share of Margolin Realty Common, if any, held
in the treasury of or by any direct or indirect subsidiary of
Margolin Realty immediately prior to the Effective Time shall be
canceled.

(c) Conversion of Margolin Realty Preferred. At the Effective
---------------------------------------
Time, each share of preferred stock, par value $.0001, of Margolin
Realty (the "Margolin Realty Preferred") issued and outstanding
immediately prior to the Effective Time, other than any shares the
holders of which have duly exercised and perfected their
dissenters' rights under the Tennessee Corporate Law, shall be
converted into .0001 of a share of Boatmen's Common, subject to the
provisions of Section 4.05 hereof (the "Margolin Realty Preferred
Merger Consideration"). At the Effective Time, all of the shares
of Margolin Realty Preferred (other than any shares held by
dissenting holders), by virtue of the Margolin Realty Merger and
without any action on the part of the holders thereof, shall no
longer be outstanding and shall be canceled and retired and shall
cease to exist, and each holder of any certificate or certificates
(other than any shares held by dissenting holders) which
immediately prior to the Effective Time represented outstanding
shares of Margolin Realty Preferred (the "Margolin Realty Preferred
Certificates") shall thereafter cease to have any rights with
respect to such shares, except the right of such holder to receive,
without interest, the Margolin Realty Preferred Merger
Consideration and the dividends and other distributions, if any,
pursuant to Section 4.06(d) upon the surrender of such Margolin
Realty Preferred Certificates in accordance with Section 4.06
hereof. At the Effective Time, each share of Margolin Realty
Preferred, if any, held in the treasury of or by any direct or
indirect subsidiary of Margolin Realty immediately prior to the
Effective Time shall be canceled.

(d) Conversion of BBI Five Shares. After giving effect to the
-----------------------------
conversion of shares pursuant to paragraphs (b) and (c), each share
of common stock, par value $1.00 per share, of BBI Five outstanding
immediately prior to the Effective Time shall be converted into one
share of Margolin Realty Common.

(e) Dissenters' Shares. If holders of Margolin Realty Common
------------------
or Margolin Realty Preferred are entitled to dissent from this
Agreement and the Margolin Realty Merger and demand payment of fair
value of their shares under the Tennessee Corporate Law, any issued
and outstanding shares of Margolin Realty Common or Margolin Realty
Preferred held by a dissenting holder shall not be converted as
described in this Section 1.06 but from and after the Effective
Time shall represent only the right to receive such consideration
as may be determined to be due to such dissenting holder pursuant
to the Tennessee Corporate Law; provided, however, that each share
of Margolin Realty Common or Margolin Realty Preferred outstanding
immediately prior to the Effective Time and held by a dissenting
holder who shall, after the Effective Time, withdraw his or her
demand to receive fair value or otherwise lose his or her right of
dissent shall have only such rights as are provided under the
Tennessee Corporate Law.

SECTION 1.07. THE NATIONAL BUILDERS MERGER.
------------ ----------------------------

(a) Structure and Effects. Pursuant to the terms and provisions
---------------------
of this Agreement and the Tennessee Corporate Law, BBI Six shall merge
with and into National Builders (the "National Builders Merger"). BBI
Six shall be the merging corporation in the National Builders Merger
and its corporate identity and existence, separate and apart from
National Builders, shall cease on consummation of the National
Builders Merger. National Builders shall be the surviving corporation
in the National Builders Merger. No changes in the articles of
incorporation of National Builders shall be effected by the National
Builders Merger. At the Effective Time, the Bylaws of National
Builders shall be amended and restated in their entirety to read as
set forth as Exhibit 1.02 hereof (with the name of National Builders

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195
appropriately inserted therein). The National Builders Merger shall
have all the effects provided by the Tennessee Corporate Law and this
Agreement.

(b) Conversion of National Builders Common Shares. At the
---------------------------------------------
Effective Time, each share of common stock, no par value, of
National Builders (the "National Builders Common") issued and
outstanding immediately prior to the Effective Time, other than any
shares the holders of which have duly exercised and perfected their
dissenters' rights under the Tennessee Corporate Law, shall be
converted into such number of shares of Boatmen's Common as equals
the quotient of A divided by B, where A equals the difference
between X and Y, where X equals thirty-four and sixty-four
hundredths percent (34.64%) of the Gross NA Common Consideration,
and where Y equals the Applicable NA Adjustment with respect to
National Builders, and where B equals the number of shares of
National Builders Common issued and outstanding immediately prior
to the Effective Time (the "National Builders Common Merger
Consideration"). From the aggregate National Builders Common
Merger Consideration, Boatmen's shall issue and deliver to the
Escrow Agent pursuant to the Escrow Agreement such number of shares
of Boatmen's Common as equals thirty-four and sixty-four hundredths
percent (34.64%) of the Escrow Shares rounded to the nearest whole
share, and the balance of the aggregate National Builders Common
Merger Consideration, together with any cash payment in lieu of a
fractional share of Boatmen's Common as provided in Section 4.05
hereof (the "Net National Builders Common Merger Consideration"),
shall be issuable to the holders of National Builders Common as
provided in Section 4.06 hereof. At the Effective Time, all of the
shares of National Builders Common (other than any shares held by
dissenting holders), by virtue of the National Builders Merger and
without any action on the part of the holders thereof, shall no
longer be outstanding and shall be canceled and retired and shall
cease to exist, and each holder of any certificate or certificates
(other than any shares held by dissenting holders) which
immediately prior to the Effective Time represented outstanding
shares of National Builders Common (the "National Builders Common
Certificates") shall thereafter cease to have any rights with
respect to such shares, except the right of such holder to receive,
without interest, such holder's proportionate share of the Net
National Builders Common Merger Consideration, the dividends and
other distributions, if any, pursuant to Section 4.06(d) and such
holder's beneficial interest in the Escrow Shares upon the
surrender of such National Builders Common Certificates in
accordance with Section 4.06 hereof. At the Effective Time, each
share of National Builders Common, if any, held in the treasury of
or by any direct or indirect subsidiary of National Builders
immediately prior to the Effective Time shall be canceled.

(c) Conversion of National Builders Preferred. At the
-----------------------------------------
Effective Time, each share of preferred stock, par value $.0001, of
National Builders (the "National Builders Preferred") issued and
outstanding immediately prior to the Effective Time, other than any
shares the holders of which have duly exercised and perfected their
dissenters' rights under the Tennessee Corporate Law, shall be
converted into .0001 of a share of Boatmen's Common, subject to the
provisions of Section 4.05 hereof (the "National Builders Preferred
Merger Consideration"). At the Effective Time, all of the shares
of National Builders Preferred (other than any shares held by
dissenting holders), by virtue of the National Builders Merger and
without any action on the part of the holders thereof, shall no
longer be outstanding and shall be canceled and retired and shall
cease to exist, and each holder of any certificate or certificates
(other than any shares held by dissenting holders) which
immediately prior to the Effective Time represented outstanding
shares of National Builders Preferred (the "National Builders
Preferred Certificates") shall thereafter cease to have any rights
with respect to such shares, except the right of such holder to
receive, without interest, the National Builders Preferred Merger
Consideration and the dividends and other distributions, if any,
pursuant to Section 4.06(d) upon the surrender of such National
Builders Preferred Certificates in accordance with Section 4.06
hereof. At the Effective Time, each share of National Builders
Preferred,

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196
if any, held in the treasury of or by any direct or indirect
subsidiary of National Builders immediately prior to the
Effective Time shall be canceled.

(d) Conversion of BBI Six Shares. After giving effect to the
----------------------------
conversion of shares pursuant to paragraphs (b) and (c) above, each
share of common stock, par value $1.00 per share, of BBI Six
outstanding immediately prior to the Effective Time shall be
converted into one share of National Builders Common.

(e) Dissenters' Shares. If holders of National Builders
------------------
Common or National Builders Preferred are entitled to dissent from
this Agreement and the National Builders Merger and demand payment
of fair value of their shares under the Tennessee Corporate Law,
any issued and outstanding shares of National Builders Common or
National Builders Preferred held by a dissenting holder shall not
be converted as described in this Section 1.07 but from and after
the Effective Time shall represent only the right to receive such
consideration as may be determined to be due to such dissenting
holder pursuant to the Tennessee Corporate Law; provided, however,
that each share of National Builders Common or National Builders
Preferred outstanding immediately prior to the Effective Time and
held by a dissenting holder who shall, after the Effective Time,
withdraw his or her demand to receive fair value or otherwise lose
his or her right of dissent shall have only such rights as are
provided under the Tennessee Corporate Law.

SECTION 1.08. RESTATEMENT OF NATIONAL MORTGAGE BYLAWS.
------------ ---------------------------------------
National Affiliates shall take all actions necessary to cause the
Bylaws of National Mortgage to be amended and restated in their
entirety to read as set forth as Exhibit 1.02 hereto (with the name
of National Mortgage appropriately inserted) as of the Effective
Time.

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

HOME LOAN COMPANY MERGERS
-------------------------

SECTION 2.01. THE ARKANSAS HOME MERGER.
------------ ------------------------

(a) Structure and Effects. Pursuant to the terms and
---------------------
provisions of this Agreement and the Arkansas Business Corporation
Act (the "Arkansas Corporate Law"), BBI Seven shall merge with and
into Arkansas Home (the "Arkansas Home Merger"). BBI Seven shall
be the merging corporation in the Arkansas Home Merger and its
corporate identity and existence, separate and apart from Arkansas
Home, shall cease on consummation of the Arkansas Home Merger.
Arkansas Home shall be the surviving corporation in the Arkansas
Home Merger. No changes in the articles of incorporation of
Arkansas Home shall be effected by the Arkansas Home Merger. At
the Effective Time, the Bylaws of Arkansas Home shall be amended
and restated in their entirety to read as set forth as Exhibit 1.02
hereof (with the name of Arkansas Home appropriately inserted
therein). The Arkansas Home Merger shall have all of the effects
provided by the Arkansas Corporate Law and this Agreement.

(b) Conversion of Shares. At the Effective Time, each share
--------------------
of common stock, par value $10.00, of Arkansas Home ("Arkansas
Home Common") issued and outstanding immediately prior to the
Effective Time, other than shares the holders of which have duly
exercised and perfected their dissenters' rights under the
Arkansas Corporate Law, shall be converted into such number of
shares of Boatmen's Common as equals the quotient of A divided
by B, where A equals the sum of (i) eleven and seventy-five

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197
hundredths percent (11.75%) of the Base HLC Consideration and (ii) the
HLC Adjustment with respect to Arkansas Home, and where B equals the
number of shares of Arkansas Home Common issued and outstanding
immediately prior to the Effective Time (together with any cash
payment in lieu of a fractional share of Boatmen's Common as provided
in Section 4.05 hereof, the "Arkansas Home Merger Consideration"). At
the Effective Time, all of the shares of Arkansas Home Common (other
than shares held by any dissenting holder), by virtue of the
Arkansas Home Merger and without any action on the part of the
holders thereof, shall no longer be outstanding and shall be
canceled and retired and shall cease to exist, and each holder of
any certificate or certificates (other than shares held by any
dissenting holder) which immediately prior to the Effective Time
represented shares of Arkansas Home Common (the "Arkansas Home
Certificates") shall thereafter cease to have any rights with
respect to such shares, except the right of such holders to
receive, without interest, the Arkansas Home Merger Consideration
and the dividends and other distributions, if any, pursuant to
Section 4.06(d) hereof, upon the surrender of such Arkansas Home
Certificates in accordance with Section 4.06 hereof. At the
Effective Time, each share of Arkansas Home Common held in the
treasury of Arkansas Home or by any direct or indirect subsidiary
of Arkansas Home, if any, immediately prior to the Effective Time
shall be canceled.

(c) Conversion of BBI Seven Shares. After giving effect to
------------------------------
the conversion of shares pursuant to paragraph (b) above, each
share of common stock, par value $1.00 per share, of BBI Seven
outstanding immediately prior to the Effective Time shall be
converted into one share of Arkansas Home Common.

(d) Dissenters' Shares. If holders of Arkansas Home Common
------------------
are entitled to dissent from this Agreement and the Arkansas Home
Merger and demand payment of fair value of their shares under the
Arkansas Corporate Law, any issued and outstanding shares of
Arkansas Home Common held by a dissenting holder shall not be
converted as described in this Section 2.01 but from and after the
Effective Time shall represent only the right to receive such
consideration as may be determined to be due to such dissenting
holder pursuant to the Arkansas Corporate Law; provided, however,
that each share of Arkansas Home Common outstanding immediately
prior to the Effective Time and held by a dissenting holder who
shall, after the Effective Time, withdraw his or her demand to
receive fair value or otherwise lose his or her right of dissent
shall have only such rights as are provided under the Arkansas
Corporate Law.

SECTION 2.02. THE NATIONAL HOME MERGER.
------------ ------------------------

(a) Structure and Effects. Pursuant to the terms and
---------------------
provisions of this Agreement and the Tennessee Corporate Law, BBI
Eight shall merge with and into National Home (the "National Home
Merger"). BBI Eight shall be the merging corporation in the
National Home Merger and its corporate identity and existence,
separate and apart from National Home, shall cease on consummation
of the National Home Merger. National Home shall be the surviving
corporation in the National Home Merger. No changes in the
articles of incorporation of National Home shall be effected by the
National Home Merger. At the Effective Time, the Bylaws of
National Home shall be amended and restated in their entirety to
read as set forth as Exhibit 1.02 hereof (with the name of National
Home appropriately inserted therein). The National Home Merger
shall have all of the effects provided by the Tennessee Corporate
Law and this Agreement.

(b) Conversion of Shares. At the Effective Time, each share of
--------------------
common stock, par value $100.00, of National Home ("National Home Common")
issued and outstanding immediately prior to the Effective Time, other than
shares the holders of which have duly exercised and perfected their dissenters'

A-14
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rights under the Tennessee Corporate Law, shall be converted into such
number of shares of Boatmen's Common as equals the quotient of A divided
by B, where A equals the sum of (i) twelve and forty-eight hundredths
percent (12.48%) of the Base HLC Consideration and (ii) the HLC
Adjustment with respect to National Home, and where B equals the
number of shares of National Home Common issued and outstanding
immediately prior to the Effective Time (together with any cash
payment in lieu of a fractional share of Boatmen's Common as
provided in Section 4.05 hereof, the "National Home Merger
Consideration"). At the Effective Time, all of the shares of
National Home Common (other than shares held by any dissenting
holder), by virtue of the National Home Merger and without any
action on the part of the holders thereof, shall no longer be
outstanding and shall be canceled and retired and shall cease to
exist, and each holder of any certificate or certificates (other
than shares held by any dissenting holder) which immediately prior
to the Effective Time represented the shares of National Home
Common (the "National Home Certificates") shall thereafter cease to
have any rights with respect to such shares, except the right of
such holders to receive, without interest, the National Home Merger
Consideration and the dividends and other distributions, if any,
pursuant to Section 4.06(d) hereof, upon the surrender of such
National Home Certificates in accordance with Section 4.06 hereof.
At the Effective Time, each share of National Home Common held in
the treasury of National Home or by any direct or indirect
subsidiary of National Home, if any, immediately prior to the
Effective Time shall be canceled.

(c) Conversion of BBI Eight Shares. After giving effect to
------------------------------
the conversion of shares pursuant to paragraph (b) above, each
share of common stock, par value $1.00 per share, of BBI Eight
outstanding immediately prior to the Effective Time shall be
converted into one share of National Home Common.

(d) Dissenters' Shares. If holders of National Home Common
------------------
are entitled to dissent from this Agreement and the National Home
Merger and demand payment of fair value of their shares under the
Tennessee Corporate Law, any issued and outstanding shares of
National Home Common held by a dissenting holder shall not be
converted as described in this Section 2.02 but from and after the
Effective Time shall represent only the right to receive such
consideration as may be determined to be due to such dissenting
holder pursuant to the Tennessee Corporate Law; provided, however,
that each share of National Home Common outstanding immediately
prior to the Effective Time and held by a dissenting holder who
shall, after the Effective Time, withdraw his or her demand to
receive fair value or otherwise lose his or her right of dissent
shall have only such rights as are provided under the Tennessee
Corporate Law.

SECTION 2.03. THE NATIONAL HOME MISSISSIPPI MERGER.
------------ ------------------------------------

(a) Structure and Effects. Pursuant to the terms and
---------------------
provisions of this Agreement and the Mississippi Business
Corporation Act (the "Mississippi Corporate Law"), BBI Nine shall
merge with and into National Home Mississippi (the "National Home
Mississippi Merger"). BBI Nine shall be the merging corporation in
the National Home Mississippi Merger and its corporate identity and
existence, separate and apart from National Home Mississippi, shall
cease on consummation of the National Home Mississippi Merger.
National Home Mississippi shall be the surviving corporation in the
National Home Mississippi Merger. No changes in the articles of
incorporation of National Home Mississippi shall be effected by the
National Home Mississippi Merger. At the Effective Time, the
Bylaws of National Home Mississippi shall be amended and restated
in their entirety to read as set forth as Exhibit 1.02 hereof (with
the name of National Home Mississippi appropriately inserted
therein). The National Home Mississippi Merger shall each have all
of the effects provided by the Mississippi Corporate Law and this
Agreement.

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(b) Conversion of Shares. At the Effective Time, each share
--------------------
of common stock, no par value, of National Home Mississippi
("National Home Mississippi Common") issued and outstanding
immediately prior to the Effective Time, other than shares the
holders of which have duly exercised and perfected their
dissenters' rights under the Mississippi Corporate Law, shall be
converted into such number of shares of Boatmen's Common as equals
the quotient of A divided by B, where A equals the sum of
(i) seventy-five and seventy-seven hundredths percent (75.77%) of
the Base HLC Consideration and (ii) the HLC Adjustment with respect
to National Home Mississippi, and where B equals the number of
shares of National Home Mississippi Common issued and outstanding
immediately prior to the Effective Time (together with any cash
payment in lieu of a fractional share of Boatmen's Common as
provided in Section 4.05 hereof, the "National Home Mississippi
Merger Consideration"). At the Effective Time, all of the shares
of National Home Mississippi Common (other than shares held by any
dissenting holder), by virtue of the National Home Mississippi
Merger and without any action on the part of the holders thereof,
shall no longer be outstanding and shall be canceled and retired
and shall cease to exist, and each holder of any certificate or
certificates (other than shares held by any dissenting holder)
which immediately prior to the Effective Time represented the
shares of National Home Mississippi Common (the "National Home
Mississippi Certificates") shall thereafter cease to have any
rights with respect to such shares, except the right of such
holders to receive, without interest, the National Home Mississippi
Merger Consideration and the dividends and other distributions, if
any, pursuant to Section 4.06(d) hereof, upon the surrender of such
National Home Mississippi Certificates in accordance with
Section 4.06 hereof. At the Effective Time, each share of National
Home Mississippi Common held in the treasury of National Home
Mississippi or by any direct or indirect subsidiary of National
Home Mississippi, if any, immediately prior to the Effective Time
shall be canceled.

(c) Conversion of BBI Nine Shares. After giving effect to the
-----------------------------
conversion of shares pursuant to paragraph (b) above, each share of
common stock, par value $1.00 per share, of BBI Nine outstanding
immediately prior to the Effective Time shall be converted into one
share of National Home Mississippi Common.

(d) Dissenters' Shares. If holders of National Home
------------------
Mississippi Common are entitled to dissent from this Agreement and
the National Home Mississippi Merger and demand payment of fair
value of their shares under the Mississippi Corporate Law, any
issued and outstanding shares of National Home Mississippi Common
held by a dissenting holder shall not be converted as described in
this Section 2.03 but from and after the Effective Time shall
represent only the right to receive such consideration as may be
determined to be due to such dissenting holder pursuant to the
Mississippi Corporate Law; provided, however, that each share of
National Home Mississippi Common outstanding immediately prior to
the Effective Time and held by a dissenting holder who shall, after
the Effective Time, withdraw his or her demand to receive fair
value or otherwise lose his or her right of dissent shall have only
such rights as are provided under the Mississippi Corporate Law.

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

ESCROW
------

SECTION 3.01. ESCROW OF BOATMEN'S SHARES. On the Closing
------------ --------------------------
Date, Boatmen's shall issue in the name of and deliver to the
Escrow Agent named in that certain Escrow Agreement in the form of
Exhibit 3.01 hereto (which shall be executed by the parties thereto
as contemplated by Section 11.12 hereof) (the "Escrow Agreement"),
such number of shares of Boatmen's Common (the "Escrow Shares") as equals

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either (i) five percent (5%), if no holder of any preferred
stock of any National Affiliate dissents from this Agreement and
the Merger of any National Affiliate and demands payment of fair
value of his or her preferred shares under Tennessee Corporate Law,
or (ii) seven and one-half percent (7 1/2%), if any such holder(s)
do so dissent, of, in either case, the total number of shares of
Boatmen's Common into which the common stock and preferred stock of
the Companies is converted pursuant to Sections 1.02 through 1.07
and 2.01 through 2.03 of this Agreement (the "Total
Consideration"). The Escrow Shares shall be held and distributed
by the Escrow Agent pursuant to the terms and provisions of the
Escrow Agreement.

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

CLOSING
-------

SECTION 4.01. THE CLOSING. The closing of the mergers
------------ -----------
described in Sections 1.02 through 1.07 hereof and Sections 2.01
through 2.03 hereof (individually referred to herein as a "Merger"
and collectively as the "Mergers") and the other transactions
contemplated by this Agreement (the "Closing") shall take place at
10:00 A.M. Central Time on the Closing Date described in
Section 4.02 hereof at a location mutually agreeable to the
parties.

SECTION 4.02. CLOSING DATE AND EFFECTIVE TIME. At Boatmen's
------------ -------------------------------
election, the Closing shall take place on either (i) the last
business day of the month, or (ii) the first business day of the
month following the month, during which the last of the conditions
in Sections 10.01(e) and 10.02(e) hereof is satisfied or waived by
the appropriate party or parties or on such other date after such
satisfaction or waiver as to which the parties may agree (the
"Closing Date"); provided, however, that if after the date on which
the last of the foregoing conditions is satisfied and before the
date described in (i) or (ii) above there occurs a record date for
the payment of a dividend or other distribution on Boatmen's
Common, then the Closing Date shall be no later than such record
date. The "Effective Time" of any of the Mergers shall be the
effective date of the articles of merger filed with the Secretary
of State of the applicable state of incorporation, which the
parties shall use their best efforts to cause to occur on the
Closing Date.

SECTION 4.03. COMPANIES' DELIVERIES. At the Closing, the
------------ ---------------------
Companies or National Service, as appropriate, shall deliver to
Boatmen's:

(i) Certificates signed by appropriate officers of each
Company or National Service stating, in each case, that
(A) each of such Company's respective representations and
warranties contained in Articles Five, Six and Twelve hereof,
as applicable, that is qualified as to materiality is true and
correct at the time of the Closing with the same force and
effect as if such representations and warranties had been made
at Closing, and each of such Company's respective
representations and warranties that is not so qualified as to
materiality is true and correct in all material respects at
the time of the Closing with the same force and effect as if
such representations and warranties had been made at Closing,
and (B) all of the conditions set forth in Sections 10.01(a),
(b), (c), (j), (k), (l), (m), (n), (o) and (p) hereof have
been satisfied or waived as provided therein;

(ii) certified copies of the resolutions of the Board of
Directors and shareholders of each Company and National
Service as required for valid approval of the execution of
this Agreement and the consummation of the transactions
contemplated hereby;

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(iii) a Certificate of the Secretary of State of the
respective state of incorporation of each Company, dated a
recent date, stating that such respective Company is in
existence (and, if obtainable from such Secretary of State, is
in good standing);

(iv) Certificate of the Secretary of State of Tennessee,
dated a recent date, stating that National Mortgage is in
existence (and, if obtainable from such Secretary of State, is
in good standing);

(v) a legal opinion of Harkavy, Shainberg, Kosten &
Pinstein, counsel for the Companies, or such other counsel
reasonably satisfactory to Boatmen's, in form reasonably
acceptable to Boatmen's counsel, opining with respect to the
matters listed on Exhibit 4.03 hereto;

(vi) the resignations of any directors and/or officers of
the Companies and their subsidiaries (including, without
limitation, National Mortgage) requested by Boatmen's in a
notice given to Companies no less than thirty (30) days prior
to the Closing Date; and

(vii) the Releases contemplated by Section 8.05(a) hereof
and the Indemnification Agreement contemplated by Section
8.05(b) hereof.

SECTION 4.04. BOATMEN'S DELIVERIES. At the Closing,
------------ --------------------
Boatmen's shall deliver to the Companies:

(i) a Certificate signed by appropriate officers of
Boatmen's stating that (A) each of the representations and
warranties contained in Article Seven hereof that is qualified
as to materiality is true and correct at the time of the
Closing with the same force and effect as if such
representations and warranties had been made at Closing, and
each of the representations and warranties that is not so
qualified as to materiality is true and correct in all
material respects at the time of the Closing with the same
force and effect as if such representations and warranties had
been made at Closing and (B) all of the conditions set forth
in Sections 10.02(a), (b), (c), (e) (with the exception, in
the case of (e), of the necessary approvals by the
shareholders of each Company and the Permits), (g) and (j)
hereof have been satisfied;

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

(iii) Certificate of the Secretary of State of Missouri,
dated a recent date, stating that Boatmen's is in good
standing;

(iv) a Certificate of the Secretary of State of the
respective state of incorporation of each Acquisition Sub,
dated a recent date, stating that such respective Acquisition
Sub is in existence (and, if obtainable from such Secretary of
State, is in good standing); and

(v) a legal opinion of Lewis, Rice & Fingersh, counsel
for Boatmen's, in form reasonably acceptable to the Companies'
counsel, opining with respect to the matters listed on
Exhibit 4.04 hereto.

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SECTION 4.05. FRACTIONAL SHARE TREATMENT.
------------ --------------------------

(a) No fractional share of Boatmen's Common shall be issued
pursuant to this Agreement and, in lieu thereof, any holder of
common or preferred stock of any Company who would otherwise be
entitled to a fractional share interest in Boatmen's Common
pursuant to the respective Merger of such Company shall have the
right to receive the whole share(s) of Boatmen's Common or cash as
provided by this Section 4.05.

(b) Any fractional share interest in Boatmen's Common
otherwise resulting from the conversion of any holder's preferred
stock of any Company pursuant to the respective Merger of such
Company (a "Preferred Fractional Interest") shall be aggregated
with the Preferred Fractional Interests of such holder with respect
to all the Companies and there shall be issued by Boatmen's in
exchange therefor any whole number of shares of Boatmen's Common as
may result from such aggregation, but in no event less than a
minimum of one (1) whole share of Boatmen's Common, and in lieu of
any excess remaining Preferred Fractional Interest (in addition to
such minimum whole share or greater aggregate number of whole
shares of Boatmen's Common to which such holder is so entitled)
such holder shall be paid an amount in cash equal to the product of
such excess Preferred Fractional Interest and the closing price of
a share of Boatmen's Common on Nasdaq on the trading day
immediately preceding the Closing Date (the "Fractional Share
Value").

(c) Any fractional share interest in Boatmen's Common
otherwise resulting from the conversion of any holder's common
stock of any Company pursuant to the respective Merger of such
Company (a "Common Fractional Interest") shall be aggregated with
the Common Fractional Interests of such holder with respect to all
the Companies and there shall be issued by Boatmen's in exchange
therefor any whole number of shares of Boatmen's Common as may
result from such aggregation, and in lieu of any excess remaining
Common Fractional Interest (in addition to any such aggregate
number of whole shares of Boatmen's Common to which such holder is
so entitled) such holder shall be paid an amount in cash equal to
the product of such excess Common Fractional Interest and the
Fractional Share Value.

SECTION 4.06. EXCHANGE PROCEDURES.
------------ -------------------

(a) Boatmen's Trust Company, St. Louis, Missouri, shall act
as Exchange Agent in the Mergers (the "Exchange Agent"), the fees
and expenses of which shall be paid by Boatmen's.

(b) As soon as practicable after the Effective Time, the
Exchange Agent shall mail to each record holder of stock
certificate(s) (the "Certificates") of any Company whose shares
were converted into Boatmen's Common pursuant to this Agreement a
letter of transmittal (which shall specify that delivery shall be
effected, and risk of loss and title to the Certificates shall
pass, only upon proper delivery of the Certificates to the Exchange
Agent and shall be in such form and have such other provisions as
Boatmen's may reasonably specify) (each such letter, the "Merger
Letter of Transmittal") and instructions for use in effecting the
surrender of the Certificates in exchange for the aggregate net
merger consideration due to such holder hereunder. Upon surrender
to the Exchange Agent of a Certificate, together with a Merger
Letter of Transmittal duly executed and any other required
documents, the holder of such Certificate shall be entitled to
receive in exchange therefor solely the aggregate net merger
consideration due to such holder hereunder and the dividends and
other distributions, if any, pursuant to Section 4.06(d) hereof.
No interest on any such net merger consideration issuable upon the
surrender of the Certificates shall be paid or accrued for the
benefit of holders of Certificates. Nothing in this Section 4.06
shall be construed to limit or deny the right of the holder of a
Certificate to receive such holder's beneficial interest in the
Escrow Shares.

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(c) At any time following six (6) months after the Effective
Time, Boatmen's shall be entitled to terminate the Exchange Agent
relationship, and thereafter holders of Certificates shall be
entitled to look only to Boatmen's (subject to abandoned property,
escheat or other similar laws) with respect to the net merger
consideration issuable upon surrender of their respective
Certificates and the dividends and other distributions, if any,
pursuant to Section 4.06(d) hereof.

(d) No dividends or distributions that are otherwise payable
on shares of Boatmen's Common constituting part of any merger
consideration under this Agreement shall be paid to persons
entitled to receive such shares of Boatmen's Common until such
persons surrender their Certificates. Upon such surrender, there
shall be paid to the person in whose name the shares of Boatmen's
Common shall be issued any dividends or distributions which shall
have become payable with respect to such shares of Boatmen's Common
(without interest and subject to any applicable withholding
requirements), between the Effective Time and the time of such
surrender; provided, however, that this paragraph (d) shall not
limit or affect the right of any holder to be paid any
proportionate amount of dividends or other distributions, if any,
on the Escrow Shares.

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

REPRESENTATIONS OF COMPANIES
----------------------------

As used in this Agreement, the terms "Corporation" and
"Corporations" shall be deemed to mean and include any one of or
all of, respectively, the National Affiliates, the Home Loan
Companies, National Mortgage, and any entity disclosed in Sections
5.01 through 5.09 or Section 6.02 (or any subsections of any such
Sections) of that certain confidential document delivered by the
Companies to Boatmen's and signed by the parties hereto
concurrently with the signing and delivery of this Agreement (the
"Disclosure Schedule"). The Companies, jointly and severally,
represent and warrant to Boatmen's as follows:

SECTION 5.01. ORGANIZATION, CAPITALIZATION AND SUBSIDIARIES
------------ ---------------------------------------------
OF B-M HOMES.
- ------------

(a) B-M Homes is duly organized, validly existing and in good
standing under the laws of the State of Tennessee and has the
corporate power to own all of its property and assets, to incur all
of its liabilities and to carry on its business as now being
conducted.

(b) The authorized capital stock of B-M Homes consists of
(i) 250 shares of B-M Homes Common, of which, as of the date
hereof, 206.08 shares are issued and outstanding, and (ii) 279,583
shares of B-M Homes Preferred, of which, as of the date hereof,
158,222 shares are issued and outstanding. All of the issued and
outstanding shares of B-M Homes Common and B-M Homes Preferred are
duly and validly issued and outstanding and are fully paid and non-
assessable. The shareholder list of B-M Homes set forth as Section
5.01(b) of the Disclosure Schedule is true, complete and accurate
as of the date of this Agreement. None of the outstanding shares
of B-M Homes Common or B-M Homes Preferred has been issued in
violation of any preemptive rights of the current or past
shareholders of B-M Homes.

(c) Except as set forth in subsection 5.01(b) of this
Agreement and except for the conversion of B-M Common and B-M
Preferred to be effected by the Mergers, there are no shares
of capital stock or other equity securities of B-M Homes
outstanding and no outstanding options, warrants, rights to

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subscribe for, calls, or commitments of any character whatsoever
relating to, or securities or rights convertible into or exchangeable
for, shares of the capital stock of B-M Homes or contracts,
commitments, understandings or arrangements by which B-M Homes is or
may be obligated to issue additional shares of its capital stock or
options, warrants or rights to purchase or acquire any additional
shares of its capital stock.

(d) Each of B-M Homes's subsidiaries (including any
subsidiaries of such subsidiaries, but specifically excluding
National Mortgage for this purpose), the name and jurisdiction of
incorporation of which is disclosed in Section 5.01(d) of the
Disclosure Schedule, is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its
incorporation and has the corporate power to own its respective
properties and assets, to incur its respective liabilities and to
carry on its respective business as now being conducted. The
number of issued and outstanding shares of capital stock of each
such B-M Homes subsidiary is set forth in Section 5.01(d) of the
Disclosure Schedule, all of which shares (except as may be
otherwise there specified) are owned by B-M Homes free and clear of
all liens, encumbrances, rights of first refusal, options or other
restrictions of any nature whatsoever except as may be disclosed in
Section 5.01(d) of the Disclosure Schedule. There are no options,
warrants or rights outstanding to acquire any capital stock of any
of B-M Homes's subsidiaries and no person or entity has any other
right to purchase or acquire any unissued shares of stock of any of
B-M Homes's subsidiaries, nor does any such subsidiary have any
obligation of any nature with respect to its unissued shares of
stock.

(e) Except as described in subsection (d) above or as
disclosed in Section 5.01(e) of the Disclosure Schedule, neither
B-M Homes nor any of its subsidiaries is a member of or a party to
any partnership, joint venture or other unincorporated business
enterprise nor does it own any stock, security or other equity
interest in any corporation, business, enterprise or other venture.

SECTION 5.02. ORGANIZATION, CAPITALIZATION AND SUBSIDIARIES
------------ ---------------------------------------------
OF MACON.
- --------

(a) Macon is duly organized, validly existing and in good
standing under the laws of the State of Tennessee and has the
corporate power to own all of its property and assets, to incur all
of its liabilities and to carry on its business as now being
conducted.

(b) The authorized capital stock of Macon consists of (i) 250
shares of Macon Common, of which, as of the date hereof, 201.77
shares are issued and outstanding, (ii) 283,195 shares of Macon A
Preferred, of which, as of the date hereof, 160,264 shares are
issued and outstanding, and (iii) 1,000 shares of Macon B Preferred
and, as of the date hereof, 64,571 shares may be issued and
outstanding. All of the issued and outstanding shares of Macon
Common and Macon A Preferred are duly and validly issued and
outstanding and are fully paid and non-assessable. The shareholder
list of Macon set forth as Section 5.02(b) of the Disclosure
Schedule is true, complete and accurate as of the date of this
Agreement. None of the outstanding shares of Macon Common, Macon A
Preferred and Macon B Preferred has been issued in violation of any
preemptive rights of the current or past shareholders of Macon.

(c) Except as set forth in subsection 5.02(b) of this
Agreement and except for the conversion of Macon Common, Macon A
Preferred and Macon B Preferred to be effected by the Mergers,
there are no shares of capital stock or other equity securities of
Macon outstanding and no outstanding options, warrants, rights to
subscribe for, calls, or commitments of any character whatsoever
relating to, or securities or rights convertible into or
exchangeable for, shares of the capital stock of Macon or contracts,

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commitments, understandings or arrangements by which Macon is or may
be obligated to issue additional shares of its capital stock or
options, warrants or rights to purchase or acquire any additional
shares of its capital stock.

(d) Each of Macon's subsidiaries (including any subsidiaries
of such subsidiaries, but specifically excluding National Mortgage
for this purpose), the name and jurisdiction of incorporation of
which is disclosed in Section 5.02(d) of the Disclosure Schedule,
is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation and has the corporate
power to own its respective properties and assets, to incur its
respective liabilities and to carry on its respective business as
now being conducted. The number of issued and outstanding shares
of capital stock of each such Macon subsidiary is set forth in
Section 5.02(d) of the Disclosure Schedule, all of which shares
(except as may be otherwise there specified) are owned by Macon
free and clear of all liens, encumbrances, rights of first refusal,
options or other restrictions of any nature whatsoever except as
may be disclosed in Section 5.02(d) of the Disclosure Schedule.
There are no options, warrants or rights outstanding to acquire any
capital stock of any of Macon's subsidiaries and no person or
entity has any other right to purchase or acquire any unissued
shares of stock of any of Macon's subsidiaries, nor does any such
subsidiary have any obligation of any nature with respect to its
unissued shares of stock.

(e) Except as described in subsection (d) above or as
disclosed in Section 5.02(e) of the Disclosure Schedule, neither
Macon nor any of its subsidiaries is a member of or a party to any
partnership, joint venture or other unincorporated business
enterprise nor does it own any stock, security or other equity
interest in any corporation, business, enterprise or other venture.

SECTION 5.03. ORGANIZATION, CAPITALIZATION AND SUBSIDIARIES
------------ ---------------------------------------------
OF MARBEL.
- ---------

(a) Marbel is duly organized, validly existing and in good
standing under the laws of the State of Tennessee and has the
corporate power to own all of its property and assets, to incur all
of its liabilities and to carry on its business as now being
conducted.

(b) The authorized capital stock of Marbel consists of (i) 250
shares of Marbel Common, of which, as of the date hereof, 250
shares are issued and outstanding, and (ii) 2,222 shares of Marbel
Preferred of which, as of the date hereof, 1,256 shares are issued
and outstanding. All of the issued and outstanding shares of
Marbel Common and Marbel Preferred are duly and validly issued and
outstanding and are fully paid and non-assessable. The shareholder
list of Marbel set forth as Section 5.03(b) of the Disclosure
Schedule is true, complete and accurate as of the date of this
Agreement. None of the outstanding shares of Marbel Common or
Marbel Preferred has been issued in violation of any preemptive
rights of the current or past shareholders of Marbel.

(c) Except as set forth in subsection 5.03(b) of this
Agreement and except for the conversion of Marbel Common and Marbel
Preferred to be effected by the Mergers, there are no shares of
capital stock or other equity securities of Marbel outstanding and
no outstanding options, warrants, rights to subscribe for, calls,
or commitments of any character whatsoever relating to, or
securities or rights convertible into or exchangeable for, shares
of the capital stock of Marbel or contracts, commitments,
understandings or arrangements by which Marbel is or may be
obligated to issue additional shares of its capital stock or
options, warrants or rights to purchase or acquire any additional
shares of its capital stock.

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(d) Each of Marbel's subsidiaries (including any subsidiaries
of such subsidiaries, but specifically excluding National Mortgage
for this purpose), the name and jurisdiction of incorporation of
which is disclosed in Section 5.03(d) of the Disclosure Schedule,
is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation and has the corporate
power to own its respective properties and assets, to incur its
respective liabilities and to carry on its respective business as
now being conducted. The number of issued and outstanding shares
of capital stock of each such Marbel subsidiary is set forth in
Section 5.03(d) of the Disclosure Schedule, all of which shares
(except as may be otherwise there specified) are owned by Marbel
free and clear of all liens, encumbrances, rights of first refusal,
options or other restrictions of any nature whatsoever except as
may be disclosed in Section 5.03(d) of the Disclosure Schedule.
There are no options, warrants or rights outstanding to acquire any
capital stock of any of Marbel's subsidiaries and no person or
entity has any other right to purchase or acquire any unissued
shares of stock of any of Marbel's subsidiaries, nor does any such
subsidiary have any obligation of any nature with respect to its
unissued shares of stock.

(e) Except as described in subsection (d) above or as
disclosed in Section 5.03(e) of the Disclosure Schedule, neither
Marbel nor any of its subsidiaries is a member of or a party to any
partnership, joint venture or other unincorporated business
enterprise nor does it own any stock, security or other equity
interest in any corporation, business, enterprise or other venture.

SECTION 5.04. ORGANIZATION, CAPITALIZATION AND SUBSIDIARIES
------------ ---------------------------------------------
OF MARGOLIN APPLIANCE.
- ---------------------

(a) Margolin Appliance is duly organized, validly existing and
in good standing under the laws of the State of Tennessee and has
the corporate power to own all of its property and assets, to incur
all of its liabilities and to carry on its business as now being
conducted.

(b) The authorized capital stock of Margolin Appliance
consists of (i) 250 shares of Margolin Appliance Common, of which,
as of the date hereof, 218.58 shares are issued and outstanding,
and (ii) 121,528 shares of Margolin Appliance Preferred, of which,
as of the date hereof, 68,750 shares are issued and outstanding.
All of the issued and outstanding shares of Margolin Appliance
Common and Margolin Appliance Preferred are duly and validly issued
and outstanding and are fully paid and non-assessable. The
shareholder list of Margolin Appliance set forth as Section 5.04(b)
of the Disclosure Schedule is true, complete and accurate as of the
date of this Agreement. None of the outstanding shares of Margolin
Appliance Common or Margolin Appliance Preferred has been issued in
violation of any preemptive rights of the current or past
shareholders of Margolin Appliance.

(c) Except as set forth in subsection 5.04(b) of this
Agreement and except for the conversion of Margolin Appliance
Common and Margolin Appliance Preferred to be effected by the
Mergers, there are no shares of capital stock or other equity
securities of Margolin Appliance outstanding and no outstanding
options, warrants, rights to subscribe for, calls, or commitments
of any character whatsoever relating to, or securities or rights
convertible into or exchangeable for, shares of the capital stock
of Margolin Appliance or contracts, commitments, understandings or
arrangements by which Margolin Appliance is or may be obligated to
issue additional shares of its capital stock or options, warrants
or rights to purchase or acquire any additional shares of its
capital stock.

(d) Each of Margolin Appliance's subsidiaries (including any
subsidiaries of such subsidiaries, but specifically excluding National
Mortgage for this purpose), the name and jurisdiction of incorporation
of which is disclosed in Section 5.04(d) of the Disclosure Schedule,
is duly organized, validly existing and in good standing under the laws
of the jurisdiction of its incorporation and has the corporate power

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to own its respective properties and assets, to incur its respective
liabilities and to carry on its respective business as now being
conducted. The number of issued and outstanding shares of capital
stock of each such Margolin Appliance subsidiary is set forth in
Section 5.04(d) of the Disclosure Schedule, all of which shares
(except as may be otherwise there specified) are owned by Margolin
Appliance free and clear of all liens, encumbrances, rights of first
refusal, options or other restrictions of any nature whatsoever except
as may be disclosed in Section 5.04(d) of the Disclosure Schedule.
There are no options, warrants or rights outstanding to acquire any
capital stock of any of Margolin Appliance's subsidiaries and no
person or entity has any other right to purchase or acquire any
unissued shares of stock of any of Margolin Appliance's subsidiaries,
nor does any such subsidiary have any obligation of any nature with
respect to its unissued shares of stock.

(e) Except as described in subsection (d) above or as
disclosed in Section 5.04(e) of the Disclosure Schedule, neither
Margolin Appliance nor any of its subsidiaries is a member of or a
party to any partnership, joint venture or other unincorporated
business enterprise nor does it own any stock, security or other
equity interest in any corporation, business, enterprise or other
venture.

SECTION 5.05. ORGANIZATION, CAPITALIZATION AND SUBSIDIARIES
------------ ---------------------------------------------
OF MARGOLIN REALTY.
- ------------------

(a) Margolin Realty is duly organized, validly existing and
in good standing under the laws of the State of Tennessee and has
the corporate power to own all of its property and assets, to incur
all of its liabilities and to carry on its business as now being
conducted.

(b) The authorized capital stock of Margolin Realty consists
of (i) 250 shares of Margolin Realty Common, of which, as of the
date hereof, 213.83 shares are issued and outstanding, and
(ii) 34,722 shares of Margolin Realty Preferred, of which, as of
the date hereof, 19,652 shares are issued and outstanding. All of
the issued and outstanding shares of Margolin Realty Common and
Margolin Realty Preferred are duly and validly issued and
outstanding and are fully paid and non-assessable. The shareholder
list of Margolin Realty set forth as Section 5.05(b) of the
Disclosure Schedule is true, complete and accurate as of the date
of this Agreement. None of the outstanding shares of Margolin
Realty Common or Margolin Realty Preferred has been issued in
violation of any preemptive rights of the current or past
shareholders of Margolin Realty.

(c) Except as set forth in subsection 5.05(b) of this
Agreement and except for the conversion of Margolin Realty Common
and Margolin Realty Preferred to be effected by the Mergers, there
are no shares of capital stock or other equity securities of
Margolin Realty outstanding and no outstanding options, warrants,
rights to subscribe for, calls, or commitments of any character
whatsoever relating to, or securities or rights convertible into or
exchangeable for, shares of the capital stock of Margolin Realty or
contracts, commitments, understandings or arrangements by which
Margolin Realty is or may be obligated to issue additional shares
of its capital stock or options, warrants or rights to purchase or
acquire any additional shares of its capital stock.

(d) Each of Margolin Realty's subsidiaries (including any
subsidiaries of such subsidiaries, but specifically excluding National
Mortgage for this purpose), the name and jurisdiction of incorporation
of which is disclosed in Section 5.05(d) of the Disclosure Schedule,
is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation and has the corporate
power to own its respective properties and assets, to incur its
respective liabilities and to carry on its respective business as now
being conducted. The number of issued and outstanding shares of
capital stock of each such Margolin Realty subsidiary is set forth
in Section 5.05(d) of the Disclosure Schedule, all of which

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shares (except as may be otherwise there specified) are owned by
Margolin Realty free and clear of all liens, encumbrances, rights of
first refusal, options or other restrictions of any nature whatsoever
except as may be disclosed in Section 5.05(d) of the Disclosure
Schedule. There are no options, warrants or rights outstanding to
acquire any capital stock of any of Margolin Realty's subsidiaries and
no person or entity has any other right to purchase or acquire any
unissued shares of stock of any of Margolin Realty's subsidiaries, nor
does any such subsidiary have any obligation of any nature with
respect to its unissued shares of stock.

(e) Except as described in subsection (d) above or as
disclosed in Section 5.05(e) of the Disclosure Schedule, neither
Margolin Realty nor any of its subsidiaries is a member of or a
party to any partnership, joint venture or other unincorporated
business enterprise nor does it own any stock, security or other
equity interest in any corporation, business, enterprise or other
venture.

SECTION 5.06. ORGANIZATION, CAPITALIZATION AND SUBSIDIARIES
------------ ---------------------------------------------
OF NATIONAL BUILDERS.
- --------------------

(a) National Builders is duly organized, validly existing and
in good standing under the laws of the State of Tennessee and has
the corporate power to own all of its property and assets, to incur
all of its liabilities and to carry on its business as now being
conducted.

(b) The authorized capital stock of National Builders consists
of (i) 2,500 shares of National Builders Common, of which, as of
the date hereof, 1,082.33 shares are issued and outstanding, and
(ii) 278,750 shares of National Builders Preferred, of which, as of
the date hereof, 157,745 shares are issued and outstanding. All of
the issued and outstanding shares of National Builders Common and
National Builders Preferred are duly and validly issued and
outstanding and are fully paid and non-assessable. The shareholder
list of National Builders set forth as Section 5.06(b) of the
Disclosure Schedule is true, complete and accurate as of the date
of this Agreement. None of the outstanding shares of National
Builders Common or National Builders Preferred has been issued in
violation of any preemptive rights of the current or past
shareholders of National Builders.

(c) Except as set forth in subsection 5.06(b) of this
Agreement and except for the conversion of National Builders Common
and National Builders Preferred to be effected by the Mergers,
there are no shares of capital stock or other equity securities of
National Builders outstanding and no outstanding options, warrants,
rights to subscribe for, calls, or commitments of any character
whatsoever relating to, or securities or rights convertible into or
exchangeable for, shares of the capital stock of National Builders
or contracts, commitments, understandings or arrangements by which
National Builders is or may be obligated to issue additional shares
of its capital stock or options, warrants or rights to purchase or
acquire any additional shares of its capital stock.

(d) Each of National Builders's subsidiaries (including any
subsidiaries of such subsidiaries, but specifically excluding
National Mortgage for this purpose), the name and jurisdiction of
incorporation of which is disclosed in Section 5.06(d) of the
Disclosure Schedule, is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation
and has the corporate power to own its respective properties and
assets, to incur its respective liabilities and to carry on its
respective business as now being conducted. The number of issued and
outstanding shares of capital stock of each such National Builders
subsidiary is set forth in Section 5.06(d) of the Disclosure Schedule,
all of which shares (except as may be otherwise there specified) are
owned by National Builders free and clear of all liens, encumbrances,
rights of first refusal, options or other restrictions of any
nature whatsoever except as may be disclosed in Section 5.06(d)
of the Disclosure Schedule. There are no options, warrants or

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rights outstanding to acquire any capital stock of any of National
Builders's subsidiaries and no person or entity has any other right to
purchase or acquire any unissued shares of stock of any of National
Builders's subsidiaries, nor does any such subsidiary have any
obligation of any nature with respect to its unissued shares of stock.

(e) Except as described in subsection (d) above or as
disclosed in Section 5.06(e) of the Disclosure Schedule, neither
National Builders nor any of its subsidiaries is a member of or a
party to any partnership, joint venture or other unincorporated
business enterprise nor does it own any stock, security or other
equity interest in any corporation, business, enterprise or other
venture.

SECTION 5.07. ORGANIZATION, CAPITALIZATION AND SUBSIDIARIES
------------ ---------------------------------------------
OF ARKANSAS HOME.
- ----------------

(a) Arkansas Home is duly organized, validly existing and in
good standing under the laws of the State of Arkansas and has the
corporate power to own all of its property and assets, to incur all
of its liabilities and to carry on its business as now being
conducted.

(b) The authorized capital stock of Arkansas Home consists of
2,500 shares of Arkansas Home Common, of which, as of the date
hereof, 2,500 shares are issued and outstanding. All of the issued
and outstanding shares of Arkansas Home Common are duly and validly
issued and outstanding and are fully paid and non-assessable. The
shareholder list of Arkansas Home set forth as Section 5.07(b) of
the Disclosure Schedule is true, complete and accurate as of the
date of this Agreement. None of the outstanding shares of Arkansas
Home Common has been issued in violation of any preemptive rights
of the current or past shareholders of Arkansas Home.

(c) Except as set forth in subsection 5.07(b) and except for
the conversion of the Arkansas Home Common to be effected by the
Mergers, there are no shares of capital stock or other equity
securities of Arkansas Home outstanding and no outstanding options,
warrants, rights to subscribe for, calls, or commitments of any
character whatsoever relating to, or securities or rights
convertible into or exchangeable for, shares of the capital stock
of Arkansas Home or contracts, commitments, understandings or
arrangements by which Arkansas Home is or may be obligated to issue
additional shares of its capital stock or options, warrants or
rights to purchase or acquire any additional shares of its capital
stock.

(d) Each of Arkansas Home's subsidiaries, the name and
jurisdiction of incorporation of which is disclosed in
Section 5.07(d) of the Disclosure Schedule, is duly organized,
validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has the corporate power to
own its respective properties and assets, to incur its respective
liabilities and to carry on its respective business as now being
conducted. The number of issued and outstanding shares of capital
stock of each such Arkansas Home subsidiary is set forth in
Section 5.07(d) of the Disclosure Schedule, all of which shares
(except as may be otherwise there specified) are owned by Arkansas
Home free and clear of all liens, encumbrances, rights of first
refusal, options or other restrictions of any nature whatsoever
except as may be disclosed in Section 5.07(d) of the Disclosure
Schedule. There are no options, warrants or rights outstanding to
acquire any capital stock of any of Arkansas Home's subsidiaries
and no person or entity has any other right to purchase or acquire
any unissued shares of stock of any of Arkansas Home's
subsidiaries, nor does any such subsidiary have any obligation of
any nature with respect to its unissued shares of stock.

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(e) Except as described in subsection (d) above, neither
Arkansas Home nor any of its subsidiaries is a member of or a party
to any partnership, joint venture or other unincorporated business
enterprise nor does it own any stock, security or other equity
interest in any corporation, business, enterprise or other venture.

SECTION 5.08. ORGANIZATION, CAPITALIZATION AND SUBSIDIARIES
------------ ---------------------------------------------
OF NATIONAL HOME.
- ----------------

(a) National Home is duly organized, validly existing and in
good standing under the laws of the State of Tennessee and has the
corporate power to own all of its property and assets, to incur all
of its liabilities and to carry on its business as now being
conducted.

(b) The authorized capital stock of National Home consists of
250 shares of National Home Common, of which, as of the date
hereof, 208.33 shares are issued and outstanding. All of the
issued and outstanding shares of National Home Common are duly and
validly issued and outstanding and are fully paid and non-
assessable. The shareholder list of National Home set forth as
Section 5.08(b) of the Disclosure Schedule is true, complete and
accurate as of the date of this Agreement. None of the outstanding
shares of National Home Common has been issued in violation of any
preemptive rights of the current or past shareholders of National
Home.

(c) Except as set forth in subsection 5.08(b) and except for
the conversion of the National Home Common to be effected by the
Mergers, there are no shares of capital stock or other equity
securities of National Home outstanding and no outstanding options,
warrants, rights to subscribe for, calls, or commitments of any
character whatsoever relating to, or securities or rights
convertible into or exchangeable for, shares of the capital stock
of National Home or contracts, commitments, understandings or
arrangements by which National Home is or may be obligated to issue
additional shares of its capital stock or options, warrants or
rights to purchase or acquire any additional shares of its capital
stock.

(d) Each of National Home's subsidiaries, the name and
jurisdiction of incorporation of which is disclosed in
Section 5.08(d) of the Disclosure Schedule, is duly organized,
validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has the corporate power to
own its respective properties and assets, to incur its respective
liabilities and to carry on its respective business as now being
conducted. The number of issued and outstanding shares of capital
stock of each such National Home subsidiary is set forth in
Section 5.08(d) of the Disclosure Schedule, all of which shares
(except as may be otherwise there specified) are owned by National
Home free and clear of all liens, encumbrances, rights of first
refusal, options or other restrictions of any nature whatsoever
except as may be disclosed in Section 5.08(d) of the Disclosure
Schedule. There are no options, warrants or rights outstanding to
acquire any capital stock of any of National Home's subsidiaries
and no person or entity has any other right to purchase or acquire
any unissued shares of stock of any of National Home's
subsidiaries, nor does any such subsidiary have any obligation of
any nature with respect to its unissued shares of stock.

(e) Except as described in subsection (d) above, neither
National Home nor any of its subsidiaries is a member of or a party
to any partnership, joint venture or other unincorporated business
enterprise nor does it own any stock, security or other equity
interest in any corporation, business, enterprise or other venture.

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SECTION 5.09. ORGANIZATION, CAPITALIZATION AND SUBSIDIARIES
------------ ---------------------------------------------
OF NATIONAL HOME MISSISSIPPI.
- ----------------------------

(a) National Home Mississippi is duly organized, validly
existing and in good standing under the laws of the State of
Mississippi and has the corporate power to own all of its property
and assets, to incur all of its liabilities and to carry on its
business as now being conducted.

(b) The authorized capital stock of National Home Mississippi
consists of 1,000 shares of National Home Mississippi Common, of
which, as of the date hereof, 833.33 shares are issued and
outstanding. All of the issued and outstanding shares of National
Home Mississippi Common are duly and validly issued and outstanding
and are fully paid and non-assessable. The shareholder list of
National Home Mississippi set forth as Section 5.09(b) of the
Disclosure Schedule is true, complete and accurate as of the date
of this Agreement. None of the outstanding shares of National Home
Mississippi Common has been issued in violation of any preemptive
rights of the current or past shareholders of National Home
Mississippi.

(c) Except as set forth in subsection 5.09(b) and except for
the conversion of the National Home Mississippi Common to be
effected by the Mergers, there are no shares of capital stock or
other equity securities of National Home Mississippi outstanding
and no outstanding options, warrants, rights to subscribe for,
calls, or commitments of any character whatsoever relating to, or
securities or rights convertible into or exchangeable for, shares
of the capital stock of National Home Mississippi or contracts,
commitments, understandings or arrangements by which National Home
Mississippi is or may be obligated to issue additional shares of
its capital stock or options, warrants or rights to purchase or
acquire any additional shares of its capital stock.

(d) Each of National Home Mississippi's subsidiaries, the name
and jurisdiction of incorporation of which is disclosed in
Section 5.09(d) of the Disclosure Schedule, is duly organized,
validly existing and in good standing under the laws of the
jurisdiction of its incorporation and has the corporate power to
own its respective properties and assets, to incur its respective
liabilities and to carry on its respective business as now being
conducted. The number of issued and outstanding shares of capital
stock of each such National Home Mississippi subsidiary is set
forth in Section 5.09(d) of the Disclosure Schedule, all of which
shares (except as may be otherwise there specified) are owned by
National Home Mississippi free and clear of all liens,
encumbrances, rights of first refusal, options or other
restrictions of any nature whatsoever except as may be disclosed in
Section 5.09(d) of the Disclosure Schedule. There are no options,
warrants or rights outstanding to acquire any capital stock of any
of National Home Mississippi's subsidiaries and no person or entity
has any other right to purchase or acquire any unissued shares of
stock of any of National Home Mississippi's subsidiaries, nor does
any such subsidiary have any obligation of any nature with respect
to its unissued shares of stock.

(e) Except as described in subsection (d) above, neither
National Home Mississippi nor any of its subsidiaries is a member
of or a party to any partnership, joint venture or other
unincorporated business enterprise nor does it own any stock,
security or other equity interest in any corporation, business,
enterprise or other venture.

SECTION 5.10. NO DEFAULTS. The Board of Directors of each
------------ -----------
Company has, by all appropriate action, approved this Agreement and the
transactions contemplated hereby and authorized the execution hereof
on its behalf by its duly authorized officers and the performance by such
respective Company of its obligations hereunder. Nothing in the articles
of incorporation or bylaws of any Company, as amended, or any other
agreement, instrument, decree, proceeding, law or regulation (except as

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specifically referred to in or contemplated by this Agreement) by or to
which it or any of its subsidiaries are bound or subject would prohibit or
materially inhibit such Company from consummating this Agreement and the
transactions contemplated hereby on the terms and conditions herein
contained. This Agreement has been duly and validly executed and delivered
by each Company and, assuming the valid authorization, execution and
delivery of this Agreement by Boatmen's and subject to the approvals of the
Companies' shareholders, constitutes a legal, valid and binding obligation
of such Company, enforceable against such Company in accordance with
its terms, except to the extent enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other similar laws of general applicability relating to
or affecting the enforcement of creditors' rights and by the effect
of general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law).
Except as disclosed in Section 5.10 of the Disclosure Schedule, no
Corporation is in default under or in violation of any provision of
its respective articles of incorporation or bylaws. Except as
disclosed in Section 5.10 of the Disclosure Schedule, no
Corporation is in default under or in violation of any provision of
any promissory note, indenture or any evidence of indebtedness or
security therefor, lease, purchase or other commitment or any other
agreement, other than any such default or violation that,
individually or in the aggregate, would not have a Material Adverse
Effect on the Companies (for purposes of this Agreement
(a) "Material Adverse Change" or "Material Adverse Effect" means,
when used with respect to the Companies, National Service or
Boatmen's, as the case may be, any change or effect that is
materially adverse to the financial condition, results of
operations or business of the Companies and their Subsidiaries
taken as a whole or Boatmen's and its Subsidiaries taken as a
whole, as the case may be, and (b) "Subsidiary" means any
corporation, partnership, joint venture or other legal entity of
which the Companies collectively as a group or Boatmen's, as the
case may be, (either alone or through or together with any other
Subsidiary or, in the case of Companies, any other Corporation)
own, directly or indirectly, fifty percent (50%) or more of the
stock or other equity interests the holders of which are generally
entitled to vote for the election of the board of directors or
other governing body of such corporation or other legal entity).

SECTION 5.11. NO CONFLICT. Except as disclosed in
------------ -----------
Section 5.11 of the Disclosure Schedule, neither this Agreement nor
the consummation of the transactions contemplated hereby will
conflict with or cause a breach or default under the articles of
incorporation or bylaws of any Corporation or any judgment, law,
rule or regulation applicable to or any agreement binding upon any
Corporation other than conflicts, breaches or defaults that would
not have a Material Adverse Effect on the Companies.

SECTION 5.12. FINANCIAL INFORMATION.
------------ ---------------------

(a) The unaudited financial statements included as Section
5.12(a) of the Disclosure Schedule (together, the "Company
Financial Statements"), which include those of all of the
Corporations except National Mortgage and its Subsidiary (either as
financial statements for a Corporation as a separate entity or
financial statements for a Corporation as part of a consolidated
group with other Corporations and wherein a Company is the ultimate
parent corporation), have been prepared, on a consistent basis
throughout the periods presented, on an accounting basis which is
acceptable for, and actually utilized by such Corporations on their
respective, federal and state income tax returns and there are no
differences between, or adjustments necessary to reconcile, such
Corporation's books of account and such tax returns.

(b) The audited consolidated balance sheets of National
Mortgage and its Subsidiary as of January 31, 1993 and 1994 and
related income statements and statements of changes in
shareholders' equity and of cash flows for the twelve (12)
months ended January 31, 1992, 1993 and 1994, together

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with the notes thereto and the unaudited consolidated balance
sheet of National Mortgage and its Subsidiary as of April 30,
1994 and the related unaudited consolidated income statement and
statement of changes in shareholders' equity and of cash flows
for the three months then ended (together, the "National Mortgage
Financial Statements"), to be delivered by the Companies to
Boatmen's as provided in Section 8.16 (following such delivery,
the National Mortgage Financial Statements shall be deemed to
constitute Section 5.12(b) of the Disclosure Schedule), will be
prepared in accordance with generally accepted accounting
principles applied on a consistent basis throughout such periods
and fairly present in all material respects the consolidated
financial position and results of operations, changes in
shareholders' equity and cash flows of National Mortgage and its
Subsidiary as of the dates and for the periods indicated. The
Company Financial Statements and the National Mortgage Financial
Statements are referred to herein collectively as the "Financial
Statements".

SECTION 5.13. ABSENCE OF CHANGES. Since the date of the
------------ ------------------
earliest Company Financial Statement of each respective Company
(and its Subsidiaries, if applicable) included in Section 5.12(a)
of the Disclosure Schedule, there has not been any Material Adverse
Change to the Companies. Since January 31, 1994, there has not
been any Material Adverse Change to National Mortgage and its
Subsidiary.

SECTION 5.14. TAX MATTERS. Except as disclosed in
------------ -----------
Section 5.14 of the Disclosure Schedule, each Corporation has
filed, either separately or as a member of a consolidated group
consisting exclusively of two or more Corporations, all federal,
state and local tax returns due in respect of any of their
businesses or properties in a timely fashion and have paid or made
provision for all amounts due shown on such returns, or has set up
on its books an adequate reserve for the payment of all taxes
required to be paid as shown on such returns, other than those
failures to file, nonpayments or absence of reserves which would
not have a Material Adverse Effect on the Companies. All such
returns accurately reflect in all material respects the information
required to be presented therein. All provisions for accrued but
unpaid taxes contained in the Financial Statements were made in
accordance with generally accepted accounting principles.

SECTION 5.15. LITIGATION. Except as may be disclosed in
------------ ----------
Section 5.15 of the Disclosure Schedule, there is no litigation,
claim or other proceeding pending or, to the knowledge of any
Company, threatened, against any Corporation or of which the
property of any Corporation is or would be subject.

SECTION 5.16. EMPLOYMENT AGREEMENTS. Except as may be
------------ ---------------------
disclosed in Section 5.16 of the Disclosure Schedule, no
Corporation is a party to or bound by any contract for the
employment, retention or engagement, or with respect to the
termination or severance, of any officer, employee, agent,
consultant or other person or entity which, by its terms, is not
terminable by such Corporation on thirty (30) days written notice
or less without the payment of any amount in excess of base salary
actually earned through the date of termination (other than amounts
accrued and set forth on the balance sheets included in the
Financial Statements) by reason of such termination. A true,
accurate and complete copy of each written agreement disclosed in
Section 5.16 of the Disclosure Schedule and any and all amendments
or supplements thereto is included as an exhibit thereto and a
description of all material terms and provisions of any oral
agreement disclosed in Section 5.16 of the Disclosure Schedule is
also provided therewith.

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SECTION 5.17. EMPLOYEE MATTERS AND ERISA.
------------ --------------------------

(a) Except as may be disclosed in Section 5.17(a) of the
Disclosure Schedule, no Corporation has entered into any collective
bargaining agreement with any labor organization with respect to
any group of employees of any Corporation and, to the knowledge of
any Company, there is no present effort nor existing proposal to
attempt to unionize any group of employees of any Corporation.

(b) Except as may be disclosed in Section 5.17(b) of the
Disclosure Schedule, (i) each Corporation has been in compliance
with all applicable laws respecting employment and employment
practices, terms and conditions of employment and wages and hours,
including, without limitation, any such laws respecting employment
discrimination and occupational safety and health requirements, and
no Corporation is engaged in any unfair labor practice, except for
any failures to comply which would not, individually or in the
aggregate, have a Material Adverse Effect on the Companies;
(ii) there is no unfair labor practice complaint against any
Corporation pending or, to the knowledge of any Company, threatened
before the National Labor Relations Board; (iii) there is no labor
dispute, strike, slowdown or stoppage actually pending or, to the
knowledge of any Company, threatened against or directly affecting
any Corporation; and (iv) no Corporation has experienced any work
stoppage or other material organized labor dispute during the past
five (5) years.

(c) Except as may be disclosed in Section 5.17(c) of the
Disclosure Schedule, no Corporation maintains, contributes to or
participates in or has any liability under any employee benefit
plans, as defined in Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or any nonqualified
employee benefit plans or deferred compensation, bonus, stock or
incentive plans or agreements, retirement or supplemental
retirement agreements or arrangements, or other employee benefit or
fringe benefit programs or agreements, whether written or oral, for
the benefit of current or former employees of any Corporation or
any Shareholder Affiliate (as defined in Section 5.22 hereof) (the
"Employee Plans"). No present or former employee of any
Corporation has been charged with breaching nor has breached a
fiduciary duty under any of the Employee Plans. No Corporation
participates in, nor has it in the past five (5) years participated
in, nor has it any present or future obligation or liability under,
any multiemployer plan (as defined at Section 3(37) of ERISA).
Except as may be separately disclosed in Section 5.17(c) of the
Disclosure Schedule, no Corporation maintains, contributes to, or
participates in, any plan that provides health, major medical,
disability or life insurance benefits to former employees of any
Corporation or any Shareholder Affiliate.

(d) Except as disclosed in Section 5.17(d) of the Disclosure
Schedule, (i) no Corporation maintains, nor has maintained for the
past ten (10) years, any Employee Plans subject to Title IV of
ERISA or Section 412 of the Internal Revenue Code of 1986, as
amended (the "Code"); (ii) no reportable event (as defined in
Section 4043 of ERISA) has occurred with respect to any Employee
Plans as to which a notice would be required to be filed with the
Pension Benefit Guaranty Corporation; (iii) no claim is pending,
and no Corporation has received notice of any threatened or
imminent claim with respect to any Employee Plan (other than a
routine claim for benefits for which plan administrative review
procedures have not been exhausted) for which any Corporation would
be liable, except as reflected in the Financial Statements; (iv) no
Corporation has any liabilities for excise taxes under
Sections 4971, 4975, 4976, 4977, 4979 or 4980B of the Code or for
a fine under Section 502 of ERISA with respect to any Employee
Plan; and (v) all Employee Plans have in all material respects been
operated, administered and maintained in accordance with the terms
thereof and in compliance with the requirements of all applicable
laws, including, without limitation, ERISA and the Code.

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SECTION 5.18. TITLE TO PROPERTIES. Each Corporation has
------------ -------------------
marketable title, free and clear of all liens, charges and
encumbrances (except taxes which are a lien but not yet due and
liens, charges or encumbrances reflected in the Financial
Statements and easements, rights-of-way, and other restrictions
which are not material to the ownership of the property or the
operation of the Companies' businesses and further excepting in the
case of Other Real Estate Owned ("OREO"), if any, as such real
estate is internally classified on the books of any Corporation,
rights of redemption under applicable law) to all of the real
properties which they own. All leasehold interests for real
property and any material personal property used by any Corporation
in its business are held pursuant to lease agreements which are in
full force and effect in accordance with their written terms. All
such properties comply in all material respects with all applicable
private agreements, zoning requirements and other governmental laws
and regulations relating thereto and there are no condemnation
proceedings pending or threatened with respect to such properties.
Each Corporation has valid title or other ownership rights under
licenses to all material intangible personal or intellectual
property used by such Corporation in its business, free and clear
of any claim, defense or right of any other person or entity which
is material to such property.

SECTION 5.19. ENVIRONMENTAL MATTERS. (a) As used in this
------------ ---------------------
Agreement, "Environmental Laws" means all local, state and federal
environmental, health and safety laws and regulations in all
jurisdictions in which any Corporation has done business or owned,
leased or operated property, including, without limitation, the
Federal Resource Conservation and Recovery Act, the Federal
Comprehensive Environmental Response, Compensation and Liability
Act, the Federal Clean Water Act, the Federal Clean Air Act, and
the Federal Occupational Safety and Health Act.

(b) Neither the conduct nor operation of any Corporation's
business nor any condition of any property presently or previously
owned, leased or operated by any Corporation violates or violated
Environmental Laws in any respect which would have a Material
Adverse Effect on the Companies and no condition or event has
occurred with respect to any Corporation or any such property that,
with notice or the passage of time, or both, would constitute a
violation of Environmental Laws which would have a Material Adverse
Effect on the Companies or obligate (or potentially obligate) any
Corporation to remedy, stabilize, neutralize or otherwise alter the
environmental condition of any such property where the aggregate
cost of such actions which would have a Material Adverse Effect on
the Companies. No Corporation has received any notice from any
person or entity that any Corporation or the operation or condition
of any business or property ever owned, leased or operated by any
of them are or were in violation of any Environmental Laws or that
any Corporation is responsible (or potentially responsible) for
remedying, or the cleanup of, any pollutants, contaminants, or
hazardous or toxic wastes, substances or materials at, on or
beneath any such property.

SECTION 5.20. NO UNDISCLOSED LIABILITIES. No Corporation has
------------ --------------------------
any material liability, whether known or unknown, whether asserted
or unasserted, whether absolute or contingent, whether accrued or
unaccrued, whether liquidated or unliquidated, and whether due or
to become due, except (i) for liabilities set forth in the
Financial Statements, (ii) for liabilities of a similar nature to
those set forth in the Financial Statements incurred after the date
of the most recent balance sheet of such Corporation included
therein, in the ordinary course of such Corporation's business
consistent with past practices, and (iii) as may be disclosed in
Section 5.20 of the Disclosure Schedule.

SECTION 5.21. ASSETS NECESSARY TO NATIONAL MORTGAGE'S BUSINESS.
------------ ------------------------------------------------
As of the Closing, the assets of the National Affiliates and their
subsidiaries (including National Mortgage) and the assets of the Home
Loan Companies (exclusive of the Unrelated Assets/Liabilities, as such
term is defined in Section 8.02 hereof) together with the Partnership
Assets (as such term is defined in Section 8.03 hereof), will

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constitute all of the material assets used or employed by National
Mortgage, directly or indirectly, in its business as heretofore
conducted, or used or employed by any Corporation for the direct or
indirect benefit of National Mortgage's business as heretofore
conducted, and there are no other material assets, whether real or
personal, tangible or intangible, choate or inchoate, which are
necessary to conduct the business and operations of National Mortgage
as heretofore conducted; provided, however, that National Mortgage
leases the real property located at Numbers 4001, 4023, 4025, 4027,
4029 and 4041 Knight Arnold Road in Memphis, Tennessee (the "Main
Office Complex").

SECTION 5.22. AGREEMENTS WITH AFFILIATES. Disclosed in
------------ --------------------------
Section 5.22 of the Disclosure Schedule is a complete, accurate and
true list of all written agreements or contracts and a summary
description of all oral agreements, contracts and enforceable
understandings or arrangements, (an "NMC Affiliate Agreement")
between (a) any Corporation and (b) any NMC Affiliate (as defined
below in this Section 5.22). As used herein, the term "NMC
Affiliate" shall be deemed to mean and include any director or
officer of any Corporation, any shareholder (except another
Corporation) of any Corporation, and any Shareholder Affiliate (as
defined below in this Section 5.22). As used herein, the term
"Shareholder Affiliate" shall be deemed to mean and include any
(i) Immediate Family Member (as defined below in this Section 5.22)
of any shareholder of any Company who is an individual;
(ii) beneficiary of any trust which is a shareholder of any
Company; (iii) corporation (except another Corporation) in which a
shareholder of any Corporation, or an Immediate Family Member of
such person, owns, directly or indirectly, in the aggregate with
any other NMC Affiliates, more than ten percent (10%) of the
capital stock thereof; (iv) partnership in which a shareholder of
a Corporation (except another Corporation), or an Immediate Family
Member of such person, is a general partner, or, in the aggregate
with any other NMC Affiliates, a ten percent (10%) or more limited
partner; and (v) trust for the benefit of any NMC Affiliate (other
than a Shareholder Affiliate) or any person or entity described in
clause (i), (ii), (iii) or (iv) of this sentence. As used herein,
the term "Immediate Family Member" shall be deemed to mean and
include the father, mother, spouse, father-in-law, mother-in-law,
ex-spouse, son, daughter, step-son, step-daughter, son-in-law,
daughter-in-law, grandson or granddaughter of an individual.

SECTION 5.23. NONBANKING ACTIVITIES. Except as disclosed in
------------ ---------------------
Section 5.23 of the Disclosure Schedule, no Corporation engages in
or controls, directly or indirectly, any business or activity which
is not listed at 12 CFR Section 225.25.

SECTION 5.24. BROKERAGE. Except for fees payable to
------------ ---------
Donaldson, Lufkin & Jenrette Securities Corporation, there are no
existing claims or agreements for brokerage commissions, finders'
fees, or similar compensation in connection with the transactions
contemplated by this Agreement payable by any Corporation.

SECTION 5.25. STATEMENTS TRUE AND CORRECT. None of the
------------ ---------------------------
information supplied or to be supplied by any Company for inclusion
in (i) the Registration Statement (as defined in Section 8.07
hereof); (ii) the Prospectus (as defined in Section 8.07 hereof);
or (iii) any other documents to be filed with the Securities and
Exchange Commission (the "SEC") or any banking or other regulatory
authority in connection with the transactions contemplated hereby,
will, in the case of the Registration Statement, when it becomes
effective, contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary
in order to make the statements therein not misleading, and with
respect to the Prospectus, when first mailed to the stockholders of
the Companies and at the time of the Stockholders' Meetings (as
defined in Section 8.07 hereof), contain any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light
of the circumstances under which they are made, not misleading. All

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documents that any Company is responsible for filing with any
regulatory authority in connection with the transactions contemplated
hereby will comply as to form in all material respects with the
provisions of applicable law and the applicable rules and regulations
thereunder.

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

ADDITIONAL REPRESENTATIONS REGARDING NATIONAL MORTGAGE
------------------------------------------------------
AND THE HOME LOAN COMPANIES
---------------------------

The Companies, jointly and severally, further represent and
warrant to Boatmen's as follows:

SECTION 6.01. ORGANIZATION AND CAPITAL STOCK OF NATIONAL
------------ ------------------------------------------
MORTGAGE.
- --------

(a) National Mortgage is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Tennessee and has the corporate power to own all of its property
and assets, to incur all of its liabilities and to carry on its
business as now being conducted.

(b) The authorized capital stock of National Mortgage consists
of 1,000 shares of common stock ("National Mortgage Common"), of
which, as of the date hereof, 720 shares are issued and
outstanding. Except as disclosed in Section 6.01(b) of the
Disclosure Schedule, all of the issued and outstanding shares of
National Mortgage Common are duly and validly issued and
outstanding and are fully paid and non-assessable and owned free
and clear of all liens, charges or encumbrances by the National
Affiliates and their subsidiaries (which subsidiaries are wholly
owned by the National Affiliates as a group). None of the
outstanding shares of National Mortgage Common has been issued in
violation of any preemptive rights of the current or past
shareholders of National Mortgage.

(c) Except as set forth in subsection 6.01(b) above, there are
no shares of capital stock or other equity securities of National
Mortgage issued or outstanding and there are no outstanding
options, warrants, rights to subscribe for, calls, or commitments
of any character whatsoever relating to, or securities or rights
convertible into or exchangeable for, shares of the capital stock
of National Mortgage or contracts, commitments, understandings or
arrangements, whether written or oral, by which National Mortgage
is or may be obligated to issue additional shares of its capital
stock or options, warrants or rights to purchase or acquire any
additional shares of its capital stock.

SECTION 6.02. SUBSIDIARIES OF NATIONAL MORTGAGE. Each of
------------ ---------------------------------
National Mortgage's subsidiaries, the name and jurisdiction of
incorporation of which is disclosed in Section 6.02 of the
Disclosure Schedule, is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its
incorporation and has the corporate power to own its respective
properties and assets, to incur its respective liabilities and to
carry on its respective business as now being conducted. The
number of issued and outstanding shares of capital stock of each
such subsidiary is set forth in Section 6.02 of the Disclosure
Schedule, all of which shares (except as may be otherwise there
specified) are owned by National Mortgage free and clear of all
liens, encumbrances, rights of first refusal, options or other
restrictions of any nature whatsoever except as may be disclosed in
Section 6.02 of the Disclosure Schedule. There are no options,
warrants or rights outstanding to acquire any capital stock of any
of National Mortgage's subsidiaries and no person or entity has any
other right to purchase or acquire any unissued shares of stock of
any of National Mortgage's subsidiaries, nor does any such
subsidiary have any obligation of any nature with respect to its
unissued shares of stock. Except as may be disclosed in

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Section 6.02 of the Disclosure Schedule, neither National Mortgage
nor any of National Mortgage's subsidiaries is a party to any
partnership or joint venture or owns an equity interest in any
other corporation, business, enterprise or other venture.

SECTION 6.03. MORTGAGE BANKING LICENSES AND QUALIFICATIONS.
------------ --------------------------------------------
(i) National Mortgage is qualified (A) by the Federal Housing
Administration ("FHA") as a mortgagee and servicer for FHA loans;
(B) by the Veterans Administration ("VA") as a lender and servicer
for VA loans; (C) by the Federal National Mortgage Association
("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC")
as a seller/servicer of first mortgages to FNMA and FHLMC; and
(D) by the Government National Mortgage Association ("GNMA") as an
authorized issuer and servicer of GNMA-guaranteed mortgage-backed
securities; and (ii) National Mortgage and each Home Loan Company
has all other certifications, authorizations, licenses, permits and
approvals necessary to conduct its respective current business
(together with the items set forth in clause (i) above, the
"Licenses"), other than any Licenses the failure of which to obtain
would not, individually or in the aggregate, have a Material
Adverse Effect on the Companies, and is licensed, qualified and in
good standing in each state in which the nature of its business or
its assets or properties requires it to be so qualified or licensed
except where the failure to be currently in good standing,
qualified or licensed would not, individually or in the aggregate,
have a Material Adverse Effect on the Companies, and, in any event,
National Mortgage is in compliance with the laws of any such state
to the extent necessary to ensure the enforceability of the related
Mortgage Loans except where the failure to comply with such laws
would not, individually or in the aggregate, have a Material
Adverse Effect on the Companies. Section 6.03 of the Disclosure
Schedule lists each state in which National Mortgage and its
subsidiaries has obtained a License and each state where it has
applied for a License. Except as disclosed in Section 6.03 of the
Disclosure Schedule, neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated
hereby will affect the validity of any material License, and all
such material Licenses will remain in full force and effect after
the Closing Date.

SECTION 6.04. COMPLIANCE. Except as disclosed in Section
------------ ----------
6.04 of the Disclosure Schedule, National Mortgage has timely
filed, or will have timely filed by the Closing Date, all reports
required by any Investor (as defined below in this Section 6.04) or
by any federal, state or municipal law, regulation or ordinance
other than failures which would not have a Material Adverse Effect
on the Companies. National Mortgage has not done or failed to do,
and has not caused to be done or omitted to cause to be done, any
act, the effect of which would operate to invalidate or impair
(i) any approvals of the FHA, VA, FNMA, FHLMC, GNMA or the United
States Department of Housing and Urban Development ("HUD") (each an
"Agency"); (ii) any FHA insurance or commitment of the FHA to
insure; (iii) any VA guarantee or commitment of the VA to
guarantee; (iv) any private mortgage insurance or commitment of any
private mortgage insurer to insure; (v) any title insurance policy;
(vi) any hazard insurance policy; (vii) any flood insurance policy;
(viii) any fidelity bond, direct surety bond, or errors and
omissions insurance policy required by an Agency or private
mortgage insurer; (ix) any surety or guaranty agreement; or (x) any
guaranty issued by GNMA, FNMA or FHLMC to National Mortgage
respecting mortgage backed securities issued by National Mortgage
and other like guaranties, in each case in clauses (i) through (x)
above which invalidation or impairment would have a Material
Adverse Effect on the Companies. Except as disclosed in Section 6.04
of the Disclosure Schedule, no Agency, Investor or private mortgage
insurer has (i) to the knowledge of the Companies, claimed that
National Mortgage has violated or has not complied with applicable
underwriting standards with respect to Mortgage Loans (as defined
below in this Section 6.04) sold by National Mortgage to an
Investor or (ii) imposed restrictions on the activities (including
commitment authority) of National Mortgage. As used in this Agreement,
the term "Mortgage Loan" means any closed mortgage loan,

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whether or not such mortgage is included in a securitized
portfolio, in the Mortgage Servicing Portfolio (as defined
in Section 6.05 hereof), as evidenced by notes or other
evidences of indebtedness duly secured by mortgages or deeds of
trust. As used in this Agreement, the term "Investor" means
(i) any person who owns Mortgage Loans or servicing rights to
Mortgage Loans serviced, subserviced or master serviced by National
Mortgage pursuant to a Mortgage Servicing Agreement (as defined in
Section 6.07 hereof) or (ii) is a party to an Investor Commitment
(as defined in Section 6.05 hereof).

SECTION 6.05. MORTGAGE SERVICING PORTFOLIO. The information
------------ ----------------------------
contained on the tape or tapes (magnetic media) previously
delivered by National Mortgage to Boatmen's on which is recorded
certain information regarding the Mortgage Servicing Portfolio is,
as of the date or dates of the information contained therein, true,
correct and complete in all material respects as of such date or
dates. As used in this Agreement, the term "Mortgage Servicing
Portfolio" means the portfolio of all Mortgage Loans serviced,
subserviced, master serviced or held by National Mortgage or a Home
Loan Company. Except as disclosed on Section 6.05 of the
Disclosure Schedule, the Mortgage Loans are, in all material
respects, (i) evidenced by promissory notes with such terms as are
customary in the business; (ii) duly secured by mortgages or deeds
of trust with such terms as are customary in the business and which
grant the holder thereof a first or second lien on the subject
property (including any improvements thereon), each such mortgage
or deed of trust constituting a security interest has been duly
perfected and maintained (or is in the process of perfection and
will be perfected in due course) and is in full force and effect
and is accompanied by a title policy issued by a company acceptable
to FNMA; (iii) accompanied by insurance policies covering
improvements on the premises subject to such mortgage or deed of
trust, with a loss payee clause in favor of National Mortgage or a
Home Loan Company, as the case may be, or its respective assignee,
such insurance policy covering such risks as are customarily
insured against in accordance with industry practice and in
accordance with investor requirements; (iv) includes flood
insurance and/or special hazard insurance where either are required
by an Investor or Agency; and (v) where applicable, covered by FHA
insurance certificates, VA guaranty certificates, or policies of
private mortgage insurance, as required by the terms of any
agreement or any law, rule or regulation applicable to such
Mortgage Loan. As used in this Agreement, the term "Warehouse
Loan" means a Mortgage Loan owned by National Mortgage and held for
sale. As used in this Agreement, the term "Conforming Loan" means
a Mortgage Loan which is or is eligible to be an FHA loan or a VA
loan or which is a loan eligible to be sold to FNMA or FHLMC. As
used in this Agreement, the term "Investor Commitment" means the
optional or mandatory commitment of a person to purchase a Mortgage
Loan owned by National Mortgage or securities based on and backed
by such Mortgage Loans.

SECTION 6.06. TITLE TO MORTGAGE LOANS AND ENFORCEABILITY.
------------ ------------------------------------------

(a) All Mortgage Loans held for the account of National
Mortgage or any Home Loan Company (whether or not for future sale
or delivery to an Investor) are owned by National Mortgage or such
Home Loan Company, as the case may be, free and clear of any
Encumbrance (as defined below in this Section 6.06) other than, in
the case of National Mortgage, encumbrances in favor of lender
banks pursuant to its warehouse lines of credit as disclosed in
Section 6.06(a) of the Disclosure Schedule. None of the Home Loan
Companies or National Mortgage has, with respect to the Mortgage
Loans, released any security therefor, except upon receipt of
reasonable consideration for such release, or accepted prepayment
of such Mortgage Loan which has not been promptly applied to such
Mortgage Loan, except where such release of security or failure to
promptly apply such prepayment would not, individually or in
the aggregate, have a Material Adverse Effect on the Companies.
For purposes of this Agreement, the term "Encumbrance"
means any lien, pledge, security interest, claim, charge,
limitation, commitment, or encumbrance of any kind or nature
whatsoever. Such Mortgage Loans have been duly recorded or

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submitted for recordation in due course in the appropriate filing
office in the name of National Mortgage or one of the Home Loan
Companies, as the case may be, as mortgagee or endorsed to National
Mortgage or such Home Loan Company.

(b) The Mortgage Loans, in all material respects, are genuine,
valid and legally binding obligations of the borrowers thereunder,
have been duly executed by a borrower of legal capacity and are
enforceable in accordance with their terms, except as enforcement
thereof may be limited by (i) bankruptcy, insolvency or other
similar laws affecting the enforcement of creditors' rights
generally and by general principles of equity (whether applied in
a proceeding in equity or at law); (ii) state laws requiring
creditors to proceed against the collateral before pursuing the
borrower; (iii) state laws on deficiencies; and (iv) the matters
disclosed in Section 6.06(b) of the Disclosure Schedule. Except as
disclosed in Section 6.06(b) of the Disclosure Schedule, neither
the operation of any of the terms of the Mortgage Loans, nor the
exercise of any rights thereunder, has rendered or could render the
related mortgage or promissory note unenforceable, in whole or in
part, or subject it to any right of rescission, setoff,
counterclaim or defense, and no such right of rescission, setoff,
counterclaim or defense has been asserted with respect thereto,
except where such right of rescission, setoff, counterclaim or
defense would not, individually or in the aggregate, have a
Material Adverse Effect on the Companies.

SECTION 6.07. MORTGAGE SERVICING AGREEMENTS. Section 6.07 of
------------ -----------------------------
the Disclosure Schedule sets forth a complete and accurate list of
(i) each Investor with which National Mortgage had, as of May 1,
1994, a mortgage servicing agreement pursuant to which National
Mortgage services, subservices or master services Mortgage Loans
for such Investor totalling in principal amount at least
$25 million (a "Mortgage Servicing Agreement"), together with the
aggregate principal amount of Mortgage Loans subject to each such
Mortgage Servicing Agreement as of such date, and (ii) the average
daily balance for the month of April 1994 of all escrow deposit
accounts maintained by National Mortgage with respect to each such
Mortgage Servicing Agreement. Section 6.07 of the Disclosure
Schedule also sets forth, with respect to each such Mortgage
Servicing Agreement (i) whether notice to or prior written consent
of any individual, corporation, partnership, trust or other entity
(a "person") is required on account of or with respect to this
Agreement or the transactions contemplated hereby together with the
name and address of such person; and (ii) whether such Mortgage
Servicing Agreement may be terminated by any person other than
National Mortgage without cause and without the payment of any
termination penalty or fee. Except as disclosed in Section 6.07 of
the Disclosure Schedule, all of such Mortgage Servicing Agreements
are valid and binding obligations of National Mortgage and are in
full force and effect and are enforceable in accordance with their
terms, except as enforcement thereof may be limited by bankruptcy,
insolvency or other similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity
(whether applied in a proceeding in equity or at law). Except as
disclosed in Section 5.10 of the Disclosure Schedule, the Companies
are not in material default under any such Mortgage Servicing
Agreement and no event has occurred which with the passage of time
or the giving of notice or both would constitute a material default
by the Companies under any such Mortgage Servicing Agreement or
would result in any such Mortgage Servicing Agreement being
terminable by the other party thereto. Except as set forth in
Section 6.07 of the Disclosure Schedule, there is no pending or, to
the knowledge of the Companies, threatened cancellation of any
Mortgage Servicing Agreement. Except as set forth in Section 6.07
of the Disclosure Schedule, no sanctions or penalties have been
imposed upon National Mortgage under any Mortgage Servicing
Agreement or under any applicable rule or regulation.

SECTION 6.08. NO RECOURSE. Except as disclosed in Section 6.08
------------ -----------
of the Disclosure Schedule, none of the agreements disclosed in
Section 6.07 of the Disclosure Schedule obligates National Mortgage

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(i) to repurchase from any person any Mortgage Loan, mortgaged
property serviced for others or Mortgage Loans sold by National
Mortgage with servicing released ("Servicing Released Loans") or (ii)
to reimburse, indemnify or hold harmless any person or otherwise
assume any liability with respect to any loss suffered or incurred as
a result of any default under or the foreclosure or sale of any such
Mortgage Loan, mortgaged property serviced for others or Servicing
Released Loans described in clauses (i) and (ii) above.

SECTION 6.09. ESCROW ACCOUNTS. National Mortgage has full
------------ ---------------
power and authority to maintain escrow accounts ("Escrow Accounts")
for certain serviced loans. Except as set forth in Section 6.09 of
the Disclosure Schedule, such Escrow Accounts comply in all
material respects with (i) all Federal, state and other applicable
laws and regulations and (ii) any terms of the Mortgage Loans (and
Mortgage Servicing Agreements) relating thereto. The Escrow
Accounts contain the amounts shown on the books and records and
Financial Statements of National Mortgage, which amounts represent
all monies received or advanced by National Mortgage as required by
the applicable Mortgage Servicing Agreements, less amounts remitted
by or on behalf of National Mortgage pursuant to applicable
Mortgage Servicing Agreements, except for checks in process.

SECTION 6.10. COLLECTION PRACTICES; ESCROW ACCOUNTS; INTEREST
------------ -----------------------------------------------
RATE ADJUSTMENTS. Except as disclosed in Section 6.10 of the
- ----------------
Disclosure Schedule, the collection practices used with respect to
each Mortgage Loan have been in accordance in all material respects
with the general mortgage servicing practices of mortgage lending
institutions which service mortgage loans of the same type as each
such Mortgage Loan in the jurisdiction where the related mortgaged
property is located, and have been in all material respects in
compliance with all applicable laws and regulations. All Escrow
Accounts and escrow payments are in the possession of National
Mortgage. All such Escrow Accounts have been collected in material
compliance with state and federal law. For each Mortgage Loan, an
escrow of funds is not prohibited by applicable law and has been
established in an amount sufficient to pay for every item which
remains unpaid and which has been assessed but is not yet due and
payable, except where such prohibition or failure to establish a
sufficient amount of escrow funds would not, individually or in the
aggregate, have a Material Adverse Effect on the Companies. For
each Mortgage Loan, no escrow deposits or escrow payments or other
charges or payments due National Mortgage have been capitalized
under the loan documents (including a mortgage or a promissory
note), except where such capitalization would not, individually or
in the aggregate, have a Material Adverse Effect on National
Mortgage. For each Mortgage Loan all mortgage interest rate
adjustments have been made in material compliance with state and
federal law and the terms of the related promissory note.

SECTION 6.11. ADVANCES. Except as disclosed in Section 6.11
------------ --------
of the Disclosure Schedule, there are no pooling, participation,
servicing or other agreements to which National Mortgage is a party
which obligate it to make servicing advances for principal and
interest payments with respect to defaulted or delinquent Mortgage
Loans other than as required by FNMA, FHLMC or GNMA. The Advances
(as defined below in this Section 6.11) are valid and subsisting
amounts owing to National Mortgage, subject to the terms of the
applicable Mortgage Servicing Agreement. As used in this
Agreement, the term "Advances" means amounts that have been
advanced by National Mortgage in connection with servicing the
Mortgage Loans (including, without limitation, principal, interest,
taxes, insurance premiums, and foreclosure and liquidation
expenses) and which are required or permitted to be paid by
National Mortgage as the servicer of the Mortgage Loans pursuant to
applicable Investor requirements and the terms of the applicable
Mortgage Servicing Agreements.

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SECTION 6.12. PHYSICAL DAMAGE. Except as disclosed in
------------ ---------------
Section 6.12 of the Disclosure Schedule, there exists no physical
damage to any property securing a Mortgage Loan or any OREO, which
physical damage is not adequately insured against and would cause
any Mortgage Loan to become delinquent or adversely affect the
value or marketability of any Mortgage Loan, servicing right, OREO
or collateral and would, in the aggregate, have a Material Adverse
Effect on the Companies.

SECTION 6.13. APPLICATION OF FUNDS. All monies received with
------------ --------------------
respect to the Mortgage Loans have been properly accounted for and
applied by National Mortgage and each of the Home Loan Companies,
as the case may be, in all material respects.

SECTION 6.14. INDEPENDENT MORTGAGE BROKERS. Section 6.14 of
------------ ----------------------------
the Disclosure Schedule sets forth a true and correct list of all
independent mortgage brokers with whom National Mortgage has
written agreements in place or which during 1993 accounted for at
least $1 million aggregate principal amount of loans. This
Agreement or the transactions contemplated hereby will not violate
any such agreements nor, to the Companies' knowledge, have a
material adverse impact on National Mortgage's relations with such
independent mortgage brokers.

SECTION 6.15. INVESTOR COMMITMENTS. Disclosed in
------------ --------------------
Section 6.15 of the Disclosure Schedule is a complete and correct
list as of May 1, 1994 of each open Investor Commitment to which
National Mortgage is a party. Except as set forth in Section 6.15
of the Disclosure Schedule, each such Investor Commitment
constitutes a valid and binding obligation of National Mortgage,
and all of the other parties thereto, enforceable in accordance
with its terms, subject only to bankruptcy, insolvency or other
similar laws affecting the enforcement of creditors' rights
generally and by general principles of equity (whether applied in
a proceeding in equity or at law).

SECTION 6.16. AUDITS AND INVESTIGATIONS. Section 6.16 of the
------------ -------------------------
Disclosure Schedule contains a true and correct list of all
material audits and investigations of National Mortgage by an
Agency, an Investor, or a private mortgage insurer and which are
ongoing as of the date of this Agreement or were completed within
the past twelve (12) months, which audits and investigations claim
or claimed a failure to comply with applicable regulations and
resulted or could result in (i) a repurchase of Mortgage Loans or
related mortgage properties by National Mortgage;
(ii) indemnification by National Mortgage in connection with
Mortgage Loans; (iii) rescission of an insurance or guaranty
contract or agreement; or (iv) payment of a penalty to an Agency,
an Investor, or a private mortgage insurer. Except as disclosed in
Section 6.16 of the Disclosure Schedule, no material audit or
investigation is pending. National Mortgage has made available to
Boatmen's copies of all written reports and materials received in
connection with such audits, investigations, complaints and
inquiries.

SECTION 6.17. REPRESENTATIONS, WARRANTIES OR COVENANTS TO
------------ -------------------------------------------
INVESTORS. There is no breach or violation of any representation,
- ---------
warranty or covenant made by National Mortgage to any Investor or
other person in connection with the transfer of the ownership of
any Mortgage Loan and/or the servicing rights thereto from National
Mortgage to such Investor or other person, which such breach or
violation could have a Material Adverse Effect on the Companies.

SECTION 6.18. POOL CERTIFICATION. Except as disclosed in
------------ ------------------
Section 6.18 of the Disclosure Schedule, all Pools (as defined
below in this Section 6.18) relating to the Mortgage Loans have
been certified, finally certified and recertified (if required) in
accordance in all material respects with applicable rules and
guidelines, and the securities backed by such Pools have been
issued on uniform documents, promulgated in the applicable Investor
guide, without material deviation therefrom. The principal balance

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outstanding and owing on the Mortgage Loans in each Pool equals or
exceeds the amount owing to the corresponding security holders of
such Pool, except for failures which would not, individually or in
the aggregate, have a Material Adverse Effect on the Companies. No
event has occurred or failed to occur which would require National
Mortgage to repurchase any Mortgage Loan from any Pool, except with
respect to the obligation to repurchase from GNMA Pools of FHA
Loans or VA Loans that are in foreclosure. As used in this
Agreement, the term "Pool" means an aggregate of one or more
Mortgage Loans that have been pledged or granted to secure
mortgage-backed securities or participation certificates.

SECTION 6.19. LOAN DISBURSEMENT. All of the Mortgage Loans
------------ -----------------
were fully disbursed in accordance with applicable law and
regulations, except for failures which would not have a Material
Adverse Effect on the Companies.

SECTION 6.20. PAYMENT OF TAXES, INSURANCE PREMIUMS, ETC. The
------------ -----------------------------------------
responsibilities of National Mortgage with respect to all
applicable taxes (including tax reporting for the period prior to
the Closing), special assessments, ground rents, flood insurance
premiums, hazard insurance premiums and mortgage insurance premiums
that are related to the Mortgage Loans and OREOs have been met,
except for failures which would not have a Material Adverse Effect
on the Companies.

SECTION 6.21. TAX IDENTIFICATIONS AND PROPERTY IDENTIFICATIONS.
------------ ------------------------------------------------
All tax identifications with respect to the Mortgage Loans are correct
and complete and comply with all applicable federal, state and other
applicable laws, rules and regulations in all respects, and the
property descriptions contained in any Loan Document (as defined below
in this Section 6.21) are legally sufficient, except where the failure
to be correct, complete, in compliance or sufficient will not have a
Material Adverse Effect on the Companies. As used in this Agreement,
the term "Loan Document" means any file, record and document necessary
to originate and/or service the Mortgage Loans in accordance with
applicable standards.

SECTION 6.22. PAYOFF STATEMENTS. All payoff and assumption
------------ -----------------
statements with respect to each Mortgage Loan provided by National
Mortgage or a Home Loan Company, as the case may be, to borrowers
or their agents were, at the time they were provided, complete and
accurate, except for failures which would not have a Material
Adverse Effect on the Companies.

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

REPRESENTATIONS OF BOATMEN'S
----------------------------

Boatmen's represents and warrants to the Companies as follows:

SECTION 7.01. ORGANIZATION AND CAPITAL STOCK.
------------ ------------------------------

(a) Boatmen's is a corporation duly incorporated, validly
existing, and in good standing under the laws of the State of
Missouri with full corporate power and authority to carry on its
business as it is now being conducted. Each Acquisition Sub is a
corporation duly incorporated, validly existing, and in good
standing under the laws of its respective state of incorporation
with full corporate power and authority to carry on its business as
it is now being conducted.

(b) The authorized capital stock of Boatmen's consists of
(i) 150,000,000 shares of Boatmen's Common, of which, as of
March 8, 1994, 104,197,976 shares were issued and outstanding, and

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(ii) 10,300,000 Cumulative Preferred Shares, no par value per
share, of which 35,045 shares are designated "7% Cumulative
Redeemable Preferred Stock, Series B", $100.00 stated value per
share (the "Boatmen's Series B Preferred Stock") and 1,250,000
shares are designated "Junior Participating Preferred Stock,
Series C", no par value per share (the "Boatmen's Series C
Preferred Stock"). No shares of the Boatmen's Series C Preferred
Stock are issued and outstanding and 11,551 shares of the Boatmen's
Series B Preferred Stock were issued and outstanding as of March 8,
1994. All of the issued and outstanding shares of Boatmen's Common
and Boatmen's Series B Preferred Stock are duly and validly issued
and outstanding and are fully paid and non-assessable. None of the
outstanding shares of Boatmen's Common has been issued in violation
of any preemptive rights of the current or past stockholders of
Boatmen's. As of April 30, 1994, Boatmen's had outstanding options
and other rights to acquire not more than 3,753,625 shares of
Boatmen's Common and no shares of the Boatmen's Series B Preferred
Stock or the Boatmen's Series C Preferred Stock.

(c) Each Acquisition Sub has authorized capital of 30,000
shares of common stock, par value one dollar ($1.00) per share, of
which, as of the date hereof, in each case, One Hundred (100)
shares are issued and outstanding, fully paid, non-assessable and
owned by Boatmen's.

(d) The shares of Boatmen's Common that are to be issued
pursuant to this Agreement have been duly authorized and, when so
issued in accordance with the terms of this Agreement, will be
validly issued and outstanding, fully paid and nonassessable, with
no personal liability attaching to the ownership thereof and no
shareholder of Boatmen's will have any preemptive right of
subscription or purchase in respect thereof. The shares of
Boatmen's Common to be issued to the shareholders of the Companies
will, when issued, be registered under the Securities Act of 1933,
as amended (the "Securities Act") and registered or be exempt from
registration under any applicable state securities laws, and
Boatmen's Common will be registered under the Securities Exchange
Act of 1934, as amended. The transactions contemplated by this
Agreement will not cause to become effective any securities
registration rights with respect to Boatmen's Common held by any
person not a party to this Agreement.

SECTION 7.02. AUTHORIZATION; NO CONFLICTS. The Board of
------------ ---------------------------
Directors of Boatmen's and each Acquisition Sub have by all
appropriate action approved this Agreement and the transactions
contemplated hereby and authorized the execution hereof on its
behalf by its duly authorized officers and the performance of its
obligations hereunder. Nothing in the respective articles of
incorporation or bylaws, as amended, of Boatmen's or the
Acquisition Subs or any other agreement, instrument, decree,
proceeding, law or regulation (except as specifically referred to
in or contemplated by this Agreement) by or to which it or any of
its subsidiaries are bound or subject would prohibit or inhibit
Boatmen's or the Acquisition Subs from entering into and
consummating this Agreement and the transactions contemplated
hereby on the terms and conditions herein contained. This
Agreement has been duly and validly executed and delivered by
Boatmen's and the Acquisition Subs and constitutes a legal, valid
and binding obligation of Boatmen's and the Acquisition Subs,
enforceable against Boatmen's and the Acquisition Subs in
accordance with its terms and no other corporate acts or
proceedings are required to be taken by Boatmen's or the
Acquisition Subs to authorize the execution, delivery and
performance of this Agreement. Except for the requisite approvals
of the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board"), the filing of a copy of the application
to the Federal Reserve Board with the Department of Justice as
required by the Hart-Scott-Rodino Antitrust Improvements Act of
1976, and receipt of the Permits (as defined in Section 8.13
hereof), no notice to, filing with, authorization by, or consent or
approval of, any federal or state regulatory authority is necessary
for the execution and delivery of this Agreement or consummation of
this Agreement by Boatmen's and the Acquisition Subs.

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SECTION 7.03. SUBSIDIARIES. Each of Boatmen's significant
------------ ------------
subsidiaries (as such term is defined under SEC regulations) is
duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation and has the corporate
power to own its respective properties and assets, to incur its
respective liabilities and to carry on its respective business as
now being conducted.

SECTION 7.04. FINANCIAL INFORMATION. The consolidated
------------ ---------------------
balance sheets of Boatmen's and its subsidiaries as of December 31,
1992 and 1993 and related consolidated statements of income,
changes in shareholders' equity and cash flows for the three (3)
years ended December 31, 1993, together with the notes thereto,
included in Boatmen's Form 10-K for the year ended 1993, as
currently on file with the SEC, and the unaudited consolidated
balance sheets of Boatmen's and its subsidiaries as of March 31,
1994, and the related unaudited consolidated income statements and
statements of changes in shareholders' equity and cash flows for
the three months then ended included in Boatmen's Quarterly Report
on Form 10-Q for the quarter then ended, as currently on file with
the SEC, have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis (except as
disclosed therein) and fairly present in all material respects the
consolidated financial position and the consolidated results of
operations, changes in stockholders' equity and cash flows of
Boatmen's and its consolidated subsidiaries as of the dates and for
the periods indicated.

SECTION 7.05. ABSENCE OF CHANGES. Since December 31, 1993,
------------ ------------------
there has not been any Material Adverse Change to Boatmen's.

SECTION 7.06. LITIGATION. There is no litigation, claim or
------------ ----------
other proceeding pending or, to the knowledge of Boatmen's,
threatened, against Boatmen's or any of its subsidiaries, or of
which the property of Boatmen's or any of its subsidiaries is or
would be subject, which if adversely determined would have a
Material Adverse Effect on Boatmen's.

SECTION 7.07. REPORTS. Boatmen's and each of its significant
------------ -------
subsidiaries has filed all reports and statements, together with
any amendments required to be made with respect thereto, that they
were or are required to file with (i) the SEC; (ii) the Federal
Reserve Board; (iii) the Office of the Comptroller of the Currency;
(iv) the Federal Deposit Insurance Corporation; (v) any state
securities or banking authorities having jurisdiction; (vi) Nasdaq;
and (vii) any other governmental authority with jurisdiction over
Boatmen's or any of its significant subsidiaries. As of their
respective dates, each of such reports and documents, as amended,
including the financial statements, exhibits and schedules thereto,
complied in all material respects with the relevant statutes, rules
and regulations enforced or promulgated by the regulatory authority
with which they were filed, and did not contain any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they
were made, not misleading.

SECTION 7.08. COMPLIANCE WITH LAW. Boatmen's and its
------------ -------------------
significant subsidiaries have all licenses, franchises, permits and
other governmental authorizations that are legally required to
enable them to conduct their respective businesses in all material
respects and are in compliance in all material respects with all
applicable laws and regulations.

SECTION 7.09. STATEMENTS TRUE AND CORRECT. None of the
------------ ---------------------------
information supplied or to be supplied by Boatmen's for inclusion
in (i) the Registration Statement; (ii) the Prospectus; and
(iii) any other documents to be filed with the SEC or any banking
or other regulatory authority in connection with the transactions
contemplated hereby, will, in the case of the Registration
Statement, when it becomes effective, contain any untrue statement
of a material fact or omit to state any material fact required to be

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stated therein or necessary in order to make the statements
therein not misleading or, in the case of the Prospectus or any
amendment thereof or supplement thereto, when first mailed to the
shareholders of the Companies and at the time of the Stockholders'
Meetings (as defined in Section 8.07 hereof), contain any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they
are made, not misleading. All documents that Boatmen's is
responsible for filing with the SEC or any other regulatory
authority in connection with the transactions contemplated hereby
will comply as to form in all material respects with the provisions
of applicable law and any rules and regulations thereunder.

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

AGREEMENTS OF COMPANIES
-----------------------

SECTION 8.01. BUSINESS IN ORDINARY COURSE.
------------ ---------------------------

(a) Between the date hereof and the Closing Date, each Company
shall, and the Companies shall cause each other Corporation,
including without limitation National Mortgage and its
subsidiaries, to carry on after the date of this Agreement its
respective business and the discharge or incurrence of its
respective obligations and liabilities, only in the usual, regular
and ordinary course of business, as heretofore conducted, and by
way of amplification and not limitation, the Companies, National
Mortgage and the other Corporations shall not, without the prior
written consent of Boatmen's (which shall not be unreasonably
withheld):

(i) declare or pay any dividend or make any other
distribution to shareholders, whether in cash, stock or other
property (except to the extent contemplated by Section 8.02
hereof and except for actions necessary to maintain the
aggregate amount of cash and net receivables from National
Service of the Home Loan Companies at no more than
$1,300,000.00); or

(ii) issue any common stock or other capital stock or any
options, warrants, or other rights to subscribe for or
purchase any capital stock or any securities convertible into
or exchangeable for any capital stock (except in accordance
with the Modification and Termination Agreement attached
hereto as Exhibit 8.17); or

(iii) directly or indirectly redeem, purchase or otherwise
acquire any of its capital stock or its subsidiaries' capital
stock; or

(iv) effect a reclassification, recapitalization,
splitup, exchange of shares, readjustment or other similar
change in or to any capital stock or otherwise reorganize or
recapitalize (except in accordance with the Modification and
Termination Agreement attached hereto as Exhibit 8.17); or

(v) change its certificate or articles of incorporation
or bylaws; or

(vi) grant any increase (other than ordinary and normal
increases consistent with past practices with respect to
employees who are not also NMC Affiliates) in the compensation
payable or to become payable to officers or salaried employees,
grant any stock options or, except as required by law, adopt or
make any change in any bonus, insurance, pension, or other Employee

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Plan, agreement, payment or arrangement made to, for or with any
of such officers or employees; or

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

(viii) purchase or otherwise acquire any investment
security for its own account having an average remaining life
to maturity greater than five (5) years or any asset-backed
securities other than those issued or guaranteed by the GNMA,
FNMA or FHLMC; or

(ix) except for transactions contemplated by Sections
8.02, 8.03 and 11.11 hereof, enter into any agreement,
contract or commitment (A) with any NMC Affiliate, or (B) out
of the ordinary course of business and involving more than
$50,000; or

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

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

(xii) sell or otherwise dispose of any real property or
any material amount of any tangible or intangible personal
property other than properties acquired in foreclosure or
otherwise in the ordinary course of business of National
Mortgage and its subsidiaries (except to the extent
contemplated by Section 8.02 hereof and except for actions
necessary to maintain the aggregate amount of cash and net
receivables from National Service of the Home Loan Companies
at no more than $1,300,000.00); or

(xiii) take title to any real property without first
obtaining a phase one environmental report thereon which
indicates that the property is free of pollutants,
contaminants or hazardous or toxic waste materials; provided,
however, that National Mortgage and its subsidiaries shall not
be required to obtain such a report with respect to single
family, non-agricultural residential property of one (1) acre
or less to be foreclosed upon unless it has reason to believe
or should have reason to believe that such property might
contain any such waste materials or otherwise might be
contaminated; or

(xiv) commit any act or fail to do any act which will
cause a breach of any agreement, contract or commitment and
which would have a Material Adverse Effect on the Companies;

(xv) knowingly violate any law, statute, rule,
governmental regulation, or order, which violation would have
a Material Adverse Effect on the Companies; or

(xvi) purchase any real or personal property or make any
other capital expenditure where the amount paid or committed
therefor is in excess of $250,000; or

(xvii) sell, transfer, lease or encumber any right to
service any Mortgage Servicing Agreement, except for Mortgage
Loans and related Servicing (as defined in Section
8.01(a)(xix) hereof) in the ordinary course of business; or

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(xviii) materially alter or vary its methods, policies or
practices of (A) borrowing from or making advances to National
Service, (B) underwriting, pricing, originating, warehousing,
selling and servicing, or buying or selling rights to service,
Mortgage Loans, (C) hedging (which term includes both buying
futures and forward commitments from financial institution)
its mortgage loan positions or commitments, or (D) obtaining
financing and credit; or

(xix) purchase "bulk" Servicing other than "flow"
Servicing, or sell "bulk" Servicing that was included in the
Mortgage Servicing Portfolio as of January 31, 1994 or the
date hereof where the aggregate purchase or sale price is
greater than One Million Dollars ($1,000,000). As used in
this Agreement, the term "Servicing" shall mean the right to
receive servicing fee income and other income in connection
with the rights and responsibilities of National Mortgage with
respect to servicing, subservicing and master servicing
Mortgage Loans under Mortgage Servicing Agreements and the
maintenance and servicing of any related escrow accounts; or

(xx) knowingly fail to comply with any applicable law,
regulation, ordinance, order, injunction or decree, or fail to
comply with any lawful requirement of any governmental body,
court, Investor or any contractual obligation in connection
with the Mortgage Loans, the Servicing, the Advances or other
material contract.

(b) The Companies shall promptly notify Boatmen's in writing
of the occurrence of any matter or event known to any of them, but
excluding any changes in conditions that affect the mortgage
banking industry generally, that would have a Material Adverse
Effect on the Companies.

(c) No Company shall, and the Companies shall cause each other
Corporation not to, on or before the earlier of the Closing Date or
the date of termination of this Agreement, solicit, encourage or
hold discussions or negotiations with or provide any information
to, any person in connection with any proposal for the direct or
indirect acquisition of all or any substantial portion of the
business or assets of the Companies or National Mortgage or the
shares of stock of the Companies or National Mortgage Common;
provided, however, that (i) the Companies may engage in discussions
or negotiations with a third party or may furnish such third party
information concerning the Companies, National Mortgage and their
respective businesses, properties or assets and (ii) following
receipt of any such unsolicited acquisition proposal, the Boards of
Directors of the Companies may withdraw or modify their respective
recommendation referred to in Section 8.07 hereof, but in each case
referred to in the foregoing clauses (i) and (ii) only to the
extent that the Board of Directors of the Companies shall
reasonably conclude, in good faith and upon the advice of counsel,
that such action is necessary in order to avoid breaching their
fiduciary obligations under applicable law. The Companies shall
promptly advise Boatmen's of the receipt of any such proposal or
inquiry concerning any possible such proposal, including the
material terms and conditions thereof.

SECTION 8.02. DISPOSITION OF UNRELATED ASSETS/LIABILITIES.
------------ -------------------------------------------
(a) The Companies shall cause to be consummated, at or prior to the
Closing, the Asset/Liability Transfer Agreement, in the form of
that attached hereto as Exhibit 8.02, providing for the transfer of
certain specified assets and liabilities of the Companies unrelated
to the mortgage banking business of National Mortgage ("Unrelated
Assets/Liabilities").

(b) The National Affiliates shall cause to be terminated and
released, at or prior to the Closing, those eleven (11) certain
Split-Dollar Insurance Agreements and companion Split-Dollar Collateral

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Assignments (collectively the "Split Dollar Agreements"), as described
in Section 8.02(b) of the Disclosure Schedule.

SECTION 8.03. ACQUISITION OF PARTNERSHIP ASSETS. The
------------ ---------------------------------
Companies shall cause to be consummated, at or prior to the
Closing, the Equipment Transfer Agreement, in the form of that
attached hereto as Exhibit 8.03, providing for the transfer of
certain equipment (the "Partnership Assets") owned by Knight Arnold
Partners, a Tennessee general partnership, and Delta Investment
Company, a Tennessee general partnership, to National Mortgage and
Margolin Realty as provided therein, without cost, expense or
obligation to National Mortgage, Margolin Realty or any other
Corporation.

SECTION 8.04. VALUATION OF ALLIANCE REAL ESTATE. The
------------ ---------------------------------
Companies shall, in cooperation with Boatmen's, cause the Alliance
Real Estate (as such term is defined in Exhibit 8.04 hereto) to be
appraised and the Net Alliance Real Estate Equity Value (as such
term is defined in Exhibit 8.04 hereof) determined in accordance
with the provisions governing such appraisal and determination set
forth in Exhibit 8.04 hereto.

SECTION 8.05. RELEASES AND INDEMNIFICATION AGREEMENT.
------------ --------------------------------------
(a) The Companies shall cause to be executed by each NMC Affiliate
and delivered to Boatmen's, as contemplated by Section 4.03(vii)
hereof, the form of Release attached hereto as Exhibit 8.05(a),
which shall be effective as of the Closing Date.

(b) The Companies shall cause to be executed by each
shareholder of each Company and delivered to Boatmen's, as
contemplated by Section 4.03(vii) hereof, the form of
Indemnification Agreement attached hereto as Exhibit 8.05(b), which
shall be effective as of the Closing Date.

SECTION 8.06. BREACHES. Each Company shall, in the event it
------------ --------
has knowledge of the occurrence of any event or condition which
constitutes a breach of any of its representations or agreements
contained or referred to herein, give prompt written notice thereof
to Boatmen's.

SECTION 8.07. SUBMISSION TO SHAREHOLDERS. Each Company shall
------------ --------------------------
cause to be duly called and held, on a date mutually selected by
Boatmen's and such Company, a special meeting of the shareholders
of each such Company (collectively, the "Stockholders' Meetings")
for submission of this Agreement and the transactions contemplated
hereby for approval of such shareholders as required by applicable
law. In connection with the Stockholders' Meetings, (i) the
Companies shall cooperate and assist Boatmen's in preparing and
filing a Registration Statement (the "Registration Statement") and
an included Prospectus (the "Prospectus") with the SEC; (ii) the
Companies shall furnish Boatmen's all information that Boatmen's
may reasonably request in connection with such Registration
Statement and Prospectus; and (iii) the Board of Directors of each
Company shall recommend to its respective shareholders the approval
of this Agreement and the transactions contemplated hereby and use
its best efforts to obtain such shareholder approval, unless such
action would constitute a breach of the fiduciary duties of such
Board of Directors under applicable law.

SECTION 8.08. CONSENTS TO CONTRACTS AND LEASES. The
------------ --------------------------------
Companies shall use their best efforts to obtain all necessary
consents with respect to all interests in any material leases,
licenses, contracts, agreements, instruments and rights of any
Corporation which could require the consent of another person for
the consummation of the transactions contemplated by this
Agreement.

SECTION 8.09. CONSUMMATION OF AGREEMENT. Subject to all the
------------ -------------------------
terms and provisions of this Agreement (including, without limitation,
the provisions hereof allowing for the exercise of the fiduciary

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duties of the Boards of Directors of the Companies), the
Companies shall use their best efforts to perform and fulfill all
conditions and obligations on their part to be performed or
fulfilled under this Agreement and to effect the transactions
contemplated hereby in accordance with the terms and provisions
hereof. The Companies shall furnish to Boatmen's in a timely
manner all information, data and documents in the possession of any
Corporation requested by Boatmen's as may be required to obtain any
necessary regulatory or other approvals of the transactions
contemplated hereby or to file with the SEC the Registration
Statement and Prospectus and shall otherwise cooperate fully with
Boatmen's to carry out the purpose and intent of this Agreement.

SECTION 8.10. ENVIRONMENTAL REPORTS. The Companies shall
------------ ---------------------
provide to Boatmen's, as soon as reasonably practical, but not
later than forty-five (45) days after the date hereof, a report of
a phase one environmental investigation on any real property owned,
leased or operated by any Corporation as of the date hereof
(including without limitation the Main Office Complex and the
Alliance Real Estate, but excluding those properties described in
Section 8.10 of the Disclosure Schedule) and within ten (10) days
after the acquisition or lease of any real property acquired or
leased by any Corporation after the date hereof, except as
otherwise provided in Section 8.01(a)(xiii) hereof. If required by
the phase one investigation in Boatmen's reasonable opinion, the
Companies shall provide to Boatmen's a report of a phase two
investigation on properties requiring such additional study.
Boatmen's shall have fifteen (15) business days from the receipt of
any such phase two investigation report to notify the Companies of
any objection to the contents of such report. Should the cost of
taking all remedial and corrective actions and measures
(i) required by applicable law, or (ii) recommended or suggested by
such report or reports, in the aggregate, exceed the sum of Three
Million Dollars ($3,000,000) as reasonably estimated by an
environmental expert retained for such purpose by Boatmen's and
reasonably acceptable to the Companies, or if the cost of such
actions and measures cannot be so reasonably estimated by such
expert to be Three Million Dollars ($3,000,000) or less with any
reasonable degree of certainty, then Boatmen's shall have the right
pursuant to Section 11.03 hereof, for a period of ten (10) business
days following receipt of such estimate or indication that the cost
of such actions and measures cannot be so reasonably estimated, to
terminate this Agreement, which shall be Boatmen's sole remedy in
such event.

SECTION 8.11. RESTRICTION ON RESALES. The Companies shall
------------ ----------------------
obtain and deliver to Boatmen's, at least thirty-one (31) days
prior to the Closing Date, the signed agreement, in the form of
Exhibit 8.11 hereto, of each person who may reasonably be deemed an
"affiliate" of any Company within the meaning of such term as used
in Rule 145 under the Securities Act, regarding (i) compliance with
the provisions of such Rule 145, and (ii) compliance with the
requirements of Accounting Principles Board Opinion No. 16
("APB 16") regarding the disposition of shares of any Company or
Boatmen's Common (or reduction of risk with respect thereto) until
such time as financial results covering at least thirty (30) days
of post-Closing combined operations have been published (which
financial results Boatmen's agrees to publish as part of its
applicable Form 10-Q or Form 10-K filing covering such period).

SECTION 8.12. TRANSFER FEES. The Companies shall pay any
------------ -------------
transfer taxes and other transfer fees (including any mortgage
servicing portfolio transfer fees) in connection with the
transactions contemplated by this Agreement.

SECTION 8.13. PERMITS OF STATE AND OTHER AGENCIES.
------------ -----------------------------------
Immediately after the execution of this Agreement, the Companies
shall proceed, at their own expense, to seek to obtain or cause
National Mortgage or any other Corporation to seek to obtain, as
appropriate, any Permits (as defined below in this Section 8.13)
required to be obtained from any federal or state governmental
agency, including without limitation any Agency, to this Agreement
or the transactions contemplated by this Agreement

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(whether such Permit is typically requested and obtained by the
acquiror or company being acquired in connection with a
transaction of the nature contemplated by this Agreement). The
Companies shall have the responsibility to do all things
necessary or appropriate to secure any such Permit of any agency
to the transactions contemplated herein. The Companies hereby
agree to either pay or obtain the waiver of any fees imposed by
any agency with respect to any Permits. The Companies shall
follow in all material respects any applicable servicing transfer
procedures set forth in applicable handbooks published by an
agency. As used in this Agreement, the term "Permit" means all
Licenses, permits, orders, consents, approvals, registrations,
authorizations, qualifications and filings with and under all
federal, state, local or foreign laws and governmental or
regulatory bodies and all industry or other nongovernmental
self-regulatory organizations; provided, however, that the term
-------- -------
"Permit" shall not be deemed to mean or include the prior
approval of the Federal Reserve Board, any filings to be made
with the Department of Justice pursuant to the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, and any filings to be made
with and declarations of effectiveness or other orders to be
obtained from the SEC, any state blue sky authorities and Nasdaq
in connection with the registration and listing of Boatmen's
Common to be issued pursuant to this Agreement.

SECTION 8.14. ACCESS TO INFORMATION. The Companies shall
------------ ---------------------
permit, and shall cause each other Corporation to permit, Boatmen's
reasonable access, in a manner which will avoid undue disruption or
interference with such Corporation's normal operations, to its
respective properties and shall disclose and make available to
Boatmen's all of such Corporation's books, documents, papers and
records relating to its assets, stock ownership, properties,
operations, obligations and liabilities, including, but not limited
to, all books of account (including the general ledger), tax
records, minute books of directors' and shareholders' meetings,
organizational documents, material contracts and agreements, loan
files, Mortgage Servicing Agreements, filings with any regulatory
authority, accountants' workpapers (if available and subject to the
respective independent accountants' consent), litigation files (to
the extent that the attorney/client privilege will not be
relinquished), plans affecting employees, and any other business
activities or prospects in which Boatmen's may have a reasonable
and legitimate interest in furtherance of the transactions
contemplated by this Agreement. The Companies shall deliver to
Boatmen's within ten (10) days after the date hereof a true,
accurate and complete copy of each written plan or program
disclosed in Section 5.17 of the Disclosure Schedule and, with
respect to each such plan or program, all (i) amendments or
supplements thereto; (ii) summary plan descriptions; (iii) lists of
all current participants and all participants with benefit
entitlements; (iv) contracts relating to plan documents;
(v) actuarial valuations for any defined benefit plan;
(vi) valuations for any plan as of the most recent date;
(vii) determination letters from the Internal Revenue Service;
(viii) the most recent annual report filed with the Internal
Revenue Service; and (ix) trust agreements. Boatmen's will hold
any such information which is nonpublic in confidence in accordance
with the provisions of Section 13.01 hereof.

SECTION 8.15. SATISFACTION OF NATIONAL SERVICE PAYABLES AND
------------ ---------------------------------------------
RECEIVABLES. The Companies shall, at the Closing, cause to be
- -----------
settled, by payment or repayment in cash and in full, all of each
Corporation's payables to and receivables from National Service,
such that, upon completion of the Closing, none of the Corporations
will have any accounts payable or other liabilities or obligations
to, or any accounts receivable or other indebtedness from, National
Service.

SECTION 8.16. DELIVERY OF NATIONAL MORTGAGE FINANCIAL
------------ ---------------------------------------
STATEMENTS. The Companies shall deliver to Boatmen's the National
- ----------
Mortgage Financial Statements promptly after their receipt of the
audit report thereon of Ernst & Young.

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SECTION 8.17. CORRECTION OF SHAREHOLDER RECORDS. Within
------------ ---------------------------------
forty-five (45) days after the date of this Agreement, the National
Affiliates shall cause to be executed (and a photocopy thereof
delivered to Boatmen's) that certain Modification and Termination
Agreement the form of which is attached hereto as Exhibit 8.17 and
shall cause to be consummated the surrender of incorrect stock
certificates and reissuance of corrected stock certificates (which
such corrected stock certificates shall evidence and reflect the
shareholder lists of each respective National Affiliate included in
Sections 5.01(b), 5.02(b), 5.03(b), 5.04(b), 5.05(b) and 5.06(b) of
the Disclosure Schedule) as contemplated by Section 3 thereof.

ARTICLE NINE
------------

AGREEMENTS OF BOATMEN'S
-----------------------

SECTION 9.01. CERTAIN REGULATORY APPROVALS AND REGISTRATION
------------ ---------------------------------------------
STATEMENT. Boatmen's shall file the necessary application for the
- ---------
prior approval of the Federal Reserve Board of the transactions
contemplated by this Agreement and the necessary notice to and
filings with the Department of Justice under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976. Boatmen's shall keep the
Companies reasonably informed as to the status of such applications
and notices and make available to the Companies upon reasonable
request by the Companies from time to time, copies of such
applications and notices and any supplementally filed materials.
Boatmen's shall cooperate with the Companies to obtain the Permits
as contemplated by Section 8.13 hereof. Boatmen's shall file with
the SEC the Registration Statement relating to the shares of
Boatmen's Common to be issued pursuant to this Agreement and shall
use its best efforts to cause the Registration Statement to become
effective. At the time the Registration Statement becomes
effective, the Registration Statement shall comply in all material
respects with the provisions of the Securities Act and the
published rules and regulations thereunder, and shall not contain
any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order
to make the statements therein not misleading, and at the time of
mailing thereof to the shareholders of the Companies and at the
time of the Stockholders' Meetings, the Prospectus included as part
of the Registration Statement, as amended or supplemented by any
amendment or supplement, shall not contain any untrue statement of
a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they are made,
not misleading. Boatmen's shall timely file all documents required
to obtain all necessary Blue Sky permits and approvals, if any,
required to carry out the transactions contemplated by this
Agreement, shall pay all expenses incident thereto and shall use
its best efforts to obtain such permits and approvals on a timely
basis. Boatmen's shall promptly and properly prepare and file
(i) any application required to list on Nasdaq the shares of
Boatmen's Common to be issued pursuant to this Agreement and
(ii) any other filings required under the Securities Exchange Act
of 1934, as amended, relating to this Agreement and the
transactions contemplated herein. Boatmen's shall pay all fees and
expenses incident to the Registration Statement, Prospectus and
issuance of shares of Boatmen's Common, including, without
limitation, all filing fees, printing fees, listing fees, Blue Sky
fees and mailing costs.

SECTION 9.02. BREACHES. Boatmen's shall, in the event it has
------------ --------
knowledge of the occurrence of any event or condition which
constitutes a breach of any of its representations or agreements
contained or referred to herein, give prompt written notice thereof
to the Companies.

SECTION 9.03. CONSUMMATION OF AGREEMENT. Boatmen's shall use
------------ -------------------------
its best efforts to perform and fulfill all conditions and
obligations on its part to be performed or fulfilled under
this Agreement and to effect the transactions contemplated
hereby in accordance with the terms and conditions of this

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Agreement. Boatmen's shall cooperate and assist the Companies, to
the extent necessary and appropriate, in the performance of their
agreement set forth in Section 8.15 hereof, including without
limitation, causing the Corporations to repay all of their
accounts or notes payable to National Service at the Closing.

SECTION 9.04. DIRECTORS AND OFFICERS' LIABILITY INSURANCE AND
------------ -----------------------------------------------
INDEMNIFICATION.
- ---------------

(a) Following the Closing, Boatmen's will provide the
directors and officers of the Companies and their direct and
indirect subsidiaries, including National Mortgage, with the same
directors' and officers' liability insurance coverage that
Boatmen's provides to directors and officers of its other
subsidiaries generally, and, in addition, for a period of three (3)
years will use its best efforts to continue any such Company's
directors' and officers' liability insurance coverage with respect
to actions occurring prior to the Closing to the extent that such
coverage is obtainable for an aggregate premium not to exceed the
annual premium presently being paid by such Company for its
directors and officers liability insurance. If the premium of such
insurance would exceed such maximum amount, Boatmen's shall use its
best efforts to procure such level of insurance as can be obtained
for a premium equal to such maximum amount.

(b) For six (6) years after the Closing, Boatmen's shall cause
the Companies and their direct and indirect subsidiaries, including
National Mortgage, jointly and severally, to indemnify, defend and
hold harmless the present officers, directors, employees and agents
of any such Company and its subsidiaries (each, an "Indemnified
Party") against all losses, expenses, claims, damages or
liabilities arising out of actions or omissions occurring on or
prior to the Closing (including, without limitation, the
transactions contemplated by this Agreement) to the full extent
then permitted under the applicable state corporate law and by such
Company's articles or certificate of incorporation as in effect on
the date hereof, including provisions relating to advances of
expenses incurred in the defense of any action or suit.

(c) If, after the Closing, a Company or any of its direct or
indirect subsidiaries, including National Mortgage, or any of its
successors or assigns (i) shall consolidate with or merge into any
other corporation or entity and shall not be the continuing or
surviving corporation or entity of such consolidation or merger or
(ii) shall transfer all or substantially all of its properties and
assets to any individual, corporation or other entity, then and in
each such case, proper provision shall be made so that the
successors and assigns of such Company shall assume any remaining
obligations set forth in this Section 9.04. If such Company shall
liquidate, dissolve or otherwise wind up its business, then
Boatmen's shall indemnify, defend and hold harmless each
Indemnified Party to the same extent and on the same terms that
such Company was so obligated pursuant to this Section 9.04.

SECTION 9.05. EMPLOYEE BENEFITS. Boatmen's shall, with
------------ -----------------
respect to each person who remains an employee of a Company or any
of its direct or indirect subsidiaries, including National
Mortgage, following the Closing Date (each a "Continued Employee"),
provide the benefits described in this Section 9.05. Subject to
the right of subsequent amendment, modification or termination in
Boatmen's sole discretion, each Continued Employee shall be entitled,
as a new employee of a subsidiary of Boatmen's, to participate in such
employee benefit plans, as defined in Section 3(3) of ERISA, or any
non-qualified employee benefit plans or deferred compensation, stock
option, bonus or incentive plans, or other employee benefit or fringe
benefit programs that may be in effect generally for employees of
all of Boatmen's subsidiaries (the "Boatmen's Plans"), if and as a
Continued Employee shall be eligible and, if required, selected
for participation therein under the terms thereof and otherwise
shall not be participating in a similar plan which is maintained
by any such company after the Closing. Continued

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Employees shall participate therein on the same basis
as similarly situated employees of other Boatmen's subsidiaries.
All such participation shall be subject to the terms of
such plans as may be in effect from time to time and this
Section 9.05 is not intended to give Continued Employees any rights
or privileges superior to those of other employees of Boatmen's
subsidiaries. Boatmen's may terminate or modify all Employee Plans
and Boatmen's obligation under this Section 9.05 shall not be
deemed or construed so as to provide duplication of similar
benefits but, subject to that qualification, Boatmen's shall, for
purposes of vesting and any age or period of service requirements
for commencement of participation with respect to any Boatmen's
Plans in which Continued Employees may participate, credit each
Continued Employee with his or her term of service with such
companies. In the case of medical benefits, claims incurred but
not paid prior to the Closing Date will be paid under the medical
plan maintained on behalf of employees of the Companies and
National Mortgage (the "NMC Medical Plan"). Boatmen's agrees to
maintain the NMC Medical Plan through December 31, 1994, at which
time Boatmen's may terminate or continue the NMC Medical Plan at
its discretion. Upon termination of the NMC Medical Plan,
individuals who were employees of the Companies or National
Mortgage on the Closing Date will become eligible to participate in
the Boatmen's medical plan subject to the same pre-existing
condition provisions that apply to similarly situated employees of
other Boatmen's subsidiaries; provided, however, that Boatmen's
shall, for purposes of determining coverage of expenses related to
pre-existing conditions, credit each Continued Employee with his or
her term of service with such Companies or National Mortgage.

SECTION 9.06. VALUATION OF ALLIANCE REAL ESTATE. Boatmen's
------------ ---------------------------------
shall cooperate with the Companies in causing the Alliance Real
Estate to be appraised and the Net Alliance Real Estate Equity
Value determined in accordance with the provisions governing such
appraisal and determination set forth on Exhibit 8.04 hereto.

SECTION 9.07. REORGANIZATION. During the period from the
------------ --------------
date of this Agreement through the Closing Date, unless the
Companies shall otherwise agree in writing, neither Boatmen's nor
any of its subsidiaries shall knowingly take or fail to take any
action which action or failure to act would jeopardize
qualification of the transaction contemplated by this Agreement as
a reorganization within the meaning of Section 368(a) of the Code.

SECTION 9.08. NEGOTIATION OF LEASE AND CERTAIN AGREEMENTS.
------------ -------------------------------------------
Boatmen's shall negotiate in good faith to enter into that certain
lease and those certain other agreements described in items (1) and
(2) of Exhibit 11.12 hereto within sixty (60) days after the date
of this Agreement, if and to the extent that the other necessary
parties to such lease and other agreements so negotiate in good
faith.

SECTION 9.09. ACCESS TO INFORMATION. Boatmen's shall permit
------------ ---------------------
designated representatives of the Companies reasonable access in a
manner which will avoid undue disruption or interference with
Boatmen's normal operations to its properties and shall disclose
and make available to such representatives all books, documents,
papers and records relating to its assets, stock ownership,
properties, operations, obligations and liabilities, including, but
not limited to, all books of account (including the general
ledger), tax records, minute books of directors' and stockholders'
meetings, organizational documents, material contracts and
agreements, loan files, filings with any regulatory authority,
accountants' workpapers (if available and subject to the respective
independent accountants' consent), litigation files, plans
affecting employees, and any other business activities or prospects
in which the Companies may have a reasonable and legitimate
interest in furtherance of the transactions contemplated by this
Agreement. The Companies will hold any such information which is
nonpublic in confidence in accordance with the provisions of
Section 13.01 hereof.

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ARTICLE TEN
-----------

CONDITIONS PRECEDENT
--------------------

SECTION 10.01. CONDITIONS TO BOATMEN'S OBLIGATIONS.
------------- -----------------------------------
Boatmen's obligations to consummate this Agreement and the
transactions contemplated hereby shall be subject to the
satisfaction (or waiver by Boatmen's) as of the Closing of the
following conditions:

(a) The representations and warranties made in Articles Five,
Six and Twelve of this Agreement (i) that are therein qualified as
to materiality shall be true on and as of the Closing Date with the
same effect as though such representations and warranties had been
made or given on and as of the Closing Date, or (ii) that are not
therein qualified with respect to materiality shall be true in all
material respects on and as of the Closing Date with the same
effect as though such representations and warranties had been made
or given on and as of the Closing Date;

(b) If all materiality qualifications to the representations
and warranties made in Articles Five and Six of this Agreement are
disregarded, the collective effect of all breaches of such
unqualified representations and warranties shall not constitute a
Material Adverse Effect on the Companies;

(c) The Companies and National Service shall have performed
and complied in all material respects with all of their obligations
and agreements required to be performed prior to the Closing Date
under this Agreement;

(d) No temporary restraining order, preliminary or permanent
injunction or other order issued by any court of competent
jurisdiction or other legal restraint or prohibition preventing the
consummation of this Agreement shall be in effect, nor shall any
proceeding by any regulatory authority or other person seeking any
of the foregoing be pending. There shall not be any action taken,
or any statute, rule, regulation or order enacted, entered,
enforced or deemed applicable to the transactions contemplated by
this Agreement which makes the consummation of this Agreement
illegal;

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

(f) Boatmen's shall have received on or prior to the Closing
Date all documents required to be received from the Companies
pursuant to Section 4.03 and from National Service pursuant to
Section 12.06, all in form and substance reasonably satisfactory to
Boatmen's;

(g) Boatmen's shall have received an opinion letter, dated as
of the Closing Date, from Ernst & Young, its independent public
accountants, to the effect that the transactions contemplated by
this Agreement will qualify for pooling of interests accounting
treatment under APB 16 if closed and consummated in accordance with
this Agreement; provided, however, that such opinion letter need
not be received by Boatmen's as aforesaid if Ernst & Young is
unable to render such opinion solely because of the occurrence of
a Business Combination (as defined in Section 13.05 hereof);

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(h) The Registration Statement shall be effective under the
Securities Act and no stop orders suspending the effectiveness of
the Registration Statement shall be in effect or proceedings for
such purpose pending before or threatened by the SEC;

(i) Boatmen's shall have received from its counsel, Lewis,
Rice & Fingersh, an opinion to the effect that if the Mergers are
consummated in accordance with the terms set forth in this
Agreement (i) each such Merger will constitute a reorganization
within the meaning of Section 368(a) of the Code, (ii) no gain or
loss will be recognized by any Acquisition Sub upon the transfer of
substantially all of its assets to the Company into which it is
merging in exchange solely for the common stock of the Company into
which it is merging and the assumption by the Company into which it
is merging of any liabilities of such Acquisition Sub, and (iii) no
gain or loss will be recognized by any Company upon the receipt of
substantially all of the assets of the Acquisition Sub with which
it is merging in exchange for such Company's common stock;

(j) The Companies or National Mortgage shall have received all
Permits required pursuant to Section 8.13 hereof;

(k) The aggregate principal amount of the Mortgage Serving
Portfolio shall not be less than Ten Billion Dollars
($10,000,000,000) (it being understood and agreed by the parties
that the fact that the Mortgage Servicing Portfolio is greater than
such amount as of Closing shall not be deemed to create any
inference or presumption that a Material Adverse Change in the
Companies could not have occurred);

(l) The Related Agreements (as defined in Section 11.12
hereof) shall be in full force and effect;

(m) The last two (2) NMC Affiliate Agreements identified in
Section 5.22 of the Disclosure Schedule, and any other NMC
Affiliate Agreement which is specified in a written notice given by
Boatmen's to the Companies within thirty (30) days after the date
of this Agreement, shall have been terminated and canceled without
obligation to any Corporation and, at Boatmen's election, new
agreements or arrangements with respect to the subject matter
thereof shall have been entered into with the NMC Affiliate which
was the party to such terminated NMC Affiliate Agreement, or such
NMC Affiliate Agreement shall have been replaced with an agreement
with another party, on such arms-length, market terms and
provisions as are acceptable to Boatmen's in its reasonable
discretion;

(n) The total costs, expenses and fees incurred by the
Corporations in connection with this Agreement and the transactions
contemplated hereby shall not exceed the sum of Three Million Four
Hundred Thousand Dollars ($3,400,000) (it being understood and
agreed by the parties that (i) NMC Affiliates, or other third
persons, may pay any portion of such costs or expenses or reimburse
the Corporations therefor in order to cause this condition to
Boatmen's obligations to be satisfied, and (ii) the costs, expenses
and fees incurred in connection with Sections 8.10 and 8.13 hereof
shall not be applied against the $3,400,000 amount);

(o) No shareholder of any National Affiliate shall have
demanded payment of fair value of his or her shares of common stock
of such National Affiliate under the Tennessee Corporate Law unless
such shareholder shall have made such demand with respect to his or
her shares in all National Affiliates of which such person is a
shareholder; and

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(p) No shareholder of any National Affiliate shall have
demanded payment of fair value of his or her shares of preferred
stock of such National Affiliate under Tennessee Corporate Law.

SECTION 10.02. CONDITIONS TO COMPANIES' OBLIGATIONS. The
------------- ------------------------------------
Companies' obligations to consummate this Agreement and the
transactions contemplated hereby shall be subject to the
satisfaction (or waiver by the Companies) as of the Closing of the
following conditions:

(a) The representations and warranties made in Article Seven
of this Agreement (i) that are therein qualified as to materiality
shall be true on and as of the Closing Date with the same effect as
though such representations and warranties had been made or given
on and as of the Closing Date, and (ii) that are not therein
qualified with respect to materiality shall be true in all material
respects on and as of the Closing Date with the same effect as
though such representations and warranties had been made or given
on the Closing Date;

(b) If all materiality qualifications to the representations
and warranties made in Article Seven of this Agreement are
disregarded, the collective effect of all breaches of such
unqualified representations and warranties shall not constitute a
Material Adverse Effect on Boatmen's;

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

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

(e) All necessary regulatory approvals, consents,
authorizations and other approvals, including the requisite
approval of this Agreement and the transactions contemplated hereby
by the shareholders of each Company, required by law for
consummation of this Agreement shall have been obtained and all
waiting periods required by law shall have expired;

(f) The Companies shall have received all documents required
to be received from Boatmen's on or prior to the Closing Date
pursuant to Section 4.04 hereof, all in form and substance
reasonably satisfactory to the Companies;

(g) The Registration Statement shall be effective under the
Securities Act and no stop orders suspending the effectiveness of
the Registration Statement shall be in effect or proceedings for
such purpose pending before or threatened by the SEC;

(h) The Companies shall have received from Andrews & Kurth,
special tax counsel to the Companies, an opinion to the effect that
if the Mergers are consummated in accordance with the terms set forth
in this Agreement, (i) each such Merger will constitute a reorganization
within the meaning of Section 368(a) of the Code; (ii) no gain or loss
will be recognized by the holders of shares of common stock of any
Company as a result of the exchange of such shares for Boatmen's
Common+(except for cash received in lieu of fractional shares);
(iii) the basis of shares of Boatmen's Common received by such

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holders will be the same as the basis of the shares of stock exchanged
therefor; and (iv) the holding period of the shares of Boatmen's
Common received by such holders will include the holding period of the
shares of stock exchanged therefor, provided such shares were held as
capital assets as of the Effective Time;

(i) The Companies shall have received from their investment
banker, Donaldson, Lufkin & Jenrette Securities Corporation, the
reaffirmation of the opinion of such investment banker, originally
rendered and delivered to the Companies at the meetings of the
Boards of Directors of the Companies at which this Agreement was
approved by such Boards of Directors, to the effect that the
transaction contemplated hereby is fair to the Companies and their
shareholders from a financial point of view, which such
reaffirmation of such opinion shall be dated as of or shortly prior
to the date of the Prospectus; and

(j) The shares of Boatmen's Common to be issued pursuant to
this Agreement shall have been approved for listing on Nasdaq.

ARTICLE ELEVEN
--------------

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

SECTION 11.01. MUTUAL AGREEMENT. This Agreement may be
------------- ----------------
terminated by the mutual written agreement of the parties at any
time prior to the Closing Date, regardless of whether approval of
this Agreement and the transactions contemplated hereby by the
shareholders of any Company shall have been previously obtained.

SECTION 11.02. BREACH OF REPRESENTATIONS OR AGREEMENTS. In
------------- ---------------------------------------
the event that there is (i) a material breach in any of the
representations and warranties of any Company or National Service,
on the one hand, or Boatmen's, on the other hand, that is not
qualified as to materiality, (ii) a breach in any of the
representations and warranties of any Company or National Service,
on the one hand, or Boatmen's, on the other hand, that is qualified
as to materiality or (iii) a failure to comply in any material
respect with any agreements of any Company or National Service, on
the one hand, or Boatmen's, on the other hand, which breach, in
each case, is not cured within twenty (20) days after notice to
cure such breach is given to the breaching party by the non-
breaching party, then the non-breaching party, regardless of
whether approval of this Agreement and the transactions
contemplated hereby shall have been previously obtained from the
shareholders of the Companies, may terminate and cancel this
Agreement by providing written notice of such action to the other
party or parties hereto.

SECTION 11.03. ENVIRONMENTAL REPORTS. Boatmen's may
------------- ---------------------
terminate this Agreement to the extent provided by Section 8.10
hereof and this Section 11.03 by giving written notice thereof to
the Companies.

SECTION 11.04. FAILURE OF CONDITIONS. In the event that any
------------- ---------------------
of the conditions to the obligations of any party are not satisfied
or waived on or prior to the Closing Date, and if any applicable
cure period provided in Section 11.02 hereof has lapsed, then such
party may, regardless of whether approval of this Agreement and the
transactions contemplated hereby shall have been previously
obtained from the shareholders of any Company, terminate and cancel
this Agreement by delivery of written notice of such action to the
other parties on such date.

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SECTION 11.05. REGULATORY APPROVAL DENIAL. If any regulatory
------------- --------------------------
application filed pursuant to Section 9.01 hereof or any Permit
sought pursuant to Section 8.13 hereof which is material to the
consummation of the transactions contemplated hereby should be
finally denied, disapproved or not issued or granted by the
respective regulatory authority or agency, then this Agreement
thereupon may be terminated and canceled by Boatmen's by providing
written notice of such action to the other parties hereto within
ten (10) business days after Boatmen's actual receipt of such
denial, disapproval or other notification of such non-issuance or
failure to grant; provided, however, that a request for additional
information or undertaking by Boatmen's, as a condition for
approval, shall not be deemed to be a denial or disapproval so long
as Boatmen's diligently provides the requested information or
undertaking. In the event an application is denied pending an
appeal, petition for review, or similar such act on the part of
Boatmen's (hereinafter referred to as the "appeal"), then the
application will be deemed denied unless Boatmen's prepares and
timely files such appeal and continues the appellate process for
purposes of obtaining the necessary approval.

SECTION 11.06. SHAREHOLDER APPROVAL DENIAL. If this
------------- ---------------------------
Agreement and the transactions contemplated hereby are not approved
by a vote of at least seventy-five percent (75%) of the outstanding
common shares and seventy-five percent (75%) of the outstanding
shares of any class of preferred stock of each National Affiliate
and a vote of at least seventy-five percent (75%) of the
outstanding common shares of each Home Loan Company at the
respective Stockholders' Meetings, then the Companies or Boatmen's
may terminate this Agreement.

SECTION 11.07. REGULATORY ENFORCEMENT MATTERS. In the event
------------- ------------------------------
that any Corporation shall become a party or subject to any
material regulatory enforcement action or administrative, civil or
criminal proceeding with any Agency or other governmental or
regulatory authority after the date of this Agreement, then
Boatmen's may terminate this Agreement.

SECTION 11.08. BOATMEN'S AVERAGE STOCK PRICE.
------------- -----------------------------

(a) This Agreement may be terminated by the Companies if both
of the following conditions are satisfied: (i) the average of the
daily closing prices of a share of Boatmen's Common, as reported on
Nasdaq during the period of twenty (20) trading days ending at the
end of the fifth (5th) trading day immediately preceding the
Closing Date (the "Boatmen's Average Price"), is less than $27.20;
and (ii) the number obtained by dividing the Boatmen's Average
Price by the closing price of Boatmen's Common, as reported on
Nasdaq on May 5, 1994, is less than the number obtained by dividing
the Final Index Price (as defined below in this Section 11.08) by
the Initial Index Price (as defined below in this Section 11.08)
and subtracting 0.15 from such quotient.

(b) For purposes of this Section 11.08:

(i) The "Index Group" shall mean all of those
companies listed on Exhibit 11.08 hereto, the common stock
of which is publicly traded and as to which there is no
pending publicly announced proposal at any time during the
period of twenty (20) trading days ending at the end of
the fifth (5th) trading day immediately preceding the
Closing Date for such company to be acquired or to acquire
another company in exchange for its stock where, in such
later case, such company to be acquired would be a
significant subsidiary of such acquiring company (as such
term is defined in Section 7.03 hereof). In the event
that any such company or companies are so removed from the
Index Group, the weights attributed to the remaining
companies shall be adjusted accordingly.

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(ii) The "Initial Index Price" shall mean the
weighted average (weighted in accordance with the factors
listed on Exhibit 11.08) of the per share closing prices
of the common stock of the companies comprising the Index
Group, as reported on the consolidated transactions
reporting system for the market or exchange on which such
common stock is principally traded, on May 5, 1994.

(iii) The "Final Price" of any company belonging to
the Index Group shall mean the average of the daily
closing sale prices of a share of common stock of such
company, as reported in the consolidated transaction
reporting system for the market or exchange on which such
common stock is principally traded, during the period of
twenty (20) trading days ending on the end of the fifth
(5th) trading day immediately preceding the Closing Date.

(iv) The "Final Index Price" shall mean the weighted
average (weighted in accordance with the factors listed
on Exhibit 11.08) of the Final Prices for all of the
companies comprising the Index Group.

If Boatmen's or any company included in the Index Group declares a
stock dividend or effects a reclassification, recapitalization,
split-up, combination, exchange of shares, extraordinary
distribution or similar transaction between the date of this
Agreement and the end of the fifth (5th) trading day immediately
preceding the Closing Date, the closing prices for the common stock
of such company shall be appropriately adjusted for the purposes of
the definitions and calculations above so as to be comparable to
the prices on the date of this Agreement.

SECTION 11.09. AUTOMATIC TERMINATION. If the Closing Date
------------- ---------------------
does not occur on or prior to the expiration of the first (1st)
anniversary of the date of this Agreement, then this Agreement may
be terminated by any party by giving written notice to all of the
others.

SECTION 11.10. TERMINATION FEES.
------------- ----------------

(a) If this Agreement is terminated pursuant to Section 11.06
hereof, then, in recognition of the expenses incurred and to be
incurred by Boatmen's in connection with this Agreement and the
transactions contemplated hereby, the Companies thereupon shall be
obligated, jointly and severally, to pay to Boatmen's the sum of
Two Million Five Hundred Thousand Dollars ($2,500,000).

(b) Upon the occurrence of a Triggering Event (as defined
below in this Section 11.10(b)) after the termination of this
Agreement pursuant to Section 10.01(a), 10.01(b), 10.01(c),
10.01(f), 10.01(g) (if the failure to obtain such opinion results
from any action or failure to act of the Companies, any other
Corporation, or any NMC Affiliate after the date hereof), 10.01(l)
(other than the failure of the Escrow Agent to execute the Escrow
Agreement), 10.01(m), 10.01(n), 10.01(o), 10.01(p), 11.02 (on
account of a breach by the Companies or National Service), 11.06 or
11.12 (other than the failure of the Escrow Agent to execute the
Escrow Agreement), the Companies thereupon shall be obligated,
jointly and severally, to pay to Boatmen's the additional sum of
Two Million Five Hundred Thousand Dollars ($2,500,000). As used
herein, the term "Triggering Event" shall mean the consummation of
any transaction announced within twelve (12) months after the date
of this Agreement and consummated within twenty-four (24) months
after the date of this Agreement, whereby a person not a party
hereto acquires, merges or consolidates with any one or more of
the Companies (constituting in value twenty percent (20%) or
more of the Companies and their Subsidiaries taken as a whole),
purchases all or substantially all of the National Affiliates'
or National Mortgage's assets or, directly or indirectly,

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acquires record or beneficial ownership of twenty-five percent (25%)
or more of the outstanding shares of voting stock of the National
Affiliates or of National Mortgage, and wherein the total transaction
value at the time of the initial public announcement of such
transaction exceeds One Hundred Sixty Million Dollars ($160,000,000)
(or a proportionately lesser amount in the case of any transaction
wherein less than one hundred percent (100%) control of National
Mortgage is acquired) (any of the foregoing transactions is
referred to herein as a "Superior Transaction").

SECTION 11.11. SUPERIOR TRANSACTIONS. If prior to the
------------- ---------------------
approval of this Agreement by the shareholders of the Companies at
the Stockholders' Meetings, and without causing a breach of this
Agreement, any one or more of the Companies or National Mortgage
enters into an agreement with any person not a party hereto which,
if consummated in accordance with its terms, would constitute a
Superior Transaction, the Companies may terminate this Agreement
effective immediately upon written notice to Boatmen's; provided,
--------
however, that within ten (10) business days of any termination
- -------
pursuant to this Section 11.11, the Companies shall, jointly and
severally, pay to Boatmen's the sum of Five Million Dollars
($5,000,000). The provisions of this Section 11.11 shall be an
alternative to, and not in addition to, the termination fee
provisions of Section 11.10.

SECTION 11.12. EXECUTION OF RELATED AGREEMENTS. Boatmen's
------------- -------------------------------
may terminate this Agreement by delivery of written notice to the
other parties hereto if agreements, in form and substance
reasonably satisfactory to Boatmen's, pertaining to the matters
described on Exhibit 11.12 hereto (the "Related Agreements") are
not executed by the appropriate persons and the originals or
photocopies thereof, as appropriate, delivered to Boatmen's within
forty-five (45) days after the date of this Agreement (provided in
the case of items 1 and 2 thereof (i) such date shall be sixty (60)
days after the date of this Agreement and (ii) that Boatmen's has
not breached its agreement set forth in Section 9.08 hereof).

SECTION 11.13. REVIEW OF NATIONAL MORTGAGE FINANCIAL STATEMENTS.
------------- ------------------------------------------------
Boatmen's may terminate this Agreement by delivery of written notice
to the other parties hereto during the five (5) business day period
after Boatmen's receives from the Companies, pursuant to Section 8.16
hereof, the National Mortgage Financial Statements, if Boatmen's, in
its sole and absolute discretion, is not satisfied therewith.

ARTICLE TWELVE
--------------

REPRESENTATIONS REGARDING AND AGREEMENTS OF NATIONAL SERVICE
------------------------------------------------------------

SECTION 12.01. REPRESENTATIONS. National Service and the
------------- ---------------
Companies, jointly and severally, represent and warrant to
Boatmen's as follows:

(a) National Service is duly organized, validly existing and
in good standing under the laws of the State of Tennessee.

(b) The Board of Directors of National Service has, by all
appropriate action, approved this Agreement and the transactions
contemplated hereby and authorized the execution hereof on its
behalf by its duly authorized officers and the performance by
National Service of its obligations hereunder. Nothing in the
articles of incorporation or bylaws of National Service, as
amended, or any other agreement, instrument, decree, proceeding,
law or regulation by or to which it is bound or subject would
prohibit or materially inhibit National Service from performing its
obligations hereunder. This Agreement has been duly and validly
executed and delivered by National Service and, assuming the valid

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authorization, execution and delivery of this Agreement by
Boatmen's, constitutes a legal, valid and binding obligation of
National Service, enforceable against National Service in
accordance with its terms, except to the extent enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or other similar laws of general applicability
relating to or affecting the enforcement of creditors' rights and
by the effect of general principles of equity (regardless of
whether enforceability is considered in a proceeding in equity or
at law).

(c) The unaudited financial statements of National Service
included in Section 12.01(c) of the Disclosure Schedule (the
"National Service Financial Statement"), have been prepared, on a
consistent basis throughout the periods presented, on an accounting
basis which is acceptable for, and actually utilized by National
Service on, its federal and state income tax returns and there are
no differences between, or adjustments necessary to reconcile,
National Service's books of account and such tax returns.

(d) Since the date of the National Service Financial
Statement, there has not been any Material Adverse Change to
National Service.

(e) Set forth in Section 12.01(e) of the Disclosure Schedule
is a true, complete and accurate list of all notes payable,
accounts payable, deposit liabilities or other payables or
indebtedness of National Service (the "National Service Payables")
as of June 30, 1994.

(f) Set forth in Section 12.01(f) of the Disclosure Schedule
is a true, complete and accurate list of all accounts receivable,
advances receivable or other loans due to National Service (the
"National Service Receivables") as of June 30, 1994.

(g) Except pursuant to that certain Guaranty Agreement dated
February 12, 1993, a photocopy of which is set forth in Section
12.01(g) of the Disclosure Schedule, (the "Guaranty Agreement") no
Corporation has any liability or obligation, whether absolute or
contingent, for, on account of, arising out of or in connection
with any National Service Payable or any other debt, obligation or
liability of National Service.

(h) The Guaranty Agreement does not as of the date hereof, and
will not in the future, guarantee any indebtedness, obligation or
liability of any kind or nature of National Service, howsoever
evidenced, whether now existing or hereafter created or arising,
whether direct or indirect, absolute or contingent, or joint or
several, and howsoever owned, held or acquired, except for the
National Service Payables listed in Section 12.01(e) of the
Disclosure Schedule and any additional National Service Payables
not prohibited by Section 12.03 hereof.

SECTION 12.02. DISSOLUTION OF NATIONAL SERVICE. National
------------- -------------------------------
Service shall file articles of dissolution in accordance with
applicable provisions of the Tennessee Corporate Law (the
"Dissolution") on or before the tenth (10th) business day after the
Closing Date. The Dissolution shall be effected such that National
Service shall have fully paid and satisfied all National Service
Payables.

SECTION 12.03. PROHIBITION ON CERTAIN THIRD PARTY TRANSACTIONS.
------------- -----------------------------------------------
From and after the date of this Agreement, National Service shall not
(i) make any loan, advance or other extension of credit to any person
other than a Corporation, or (ii) borrow or accept any deposit or
other advance from any person other than a Corporation or an NMC
Affiliate prior to the Closing or, after the Closing, from any person.

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SECTION 12.04. REPAYMENT OF CERTAIN NATIONAL SERVICE PAYABLES.
------------- ----------------------------------------------
At or prior to the Closing, National Service shall cause to
be repaid in full all National Service Payables owed to any
person other than a Corporation and shall use its best efforts to
obtain all promissory notes or other evidences of indebtedness
reflecting such National Service Payables marked "paid in full" and
signed by such persons (the "Promissory Notes").

SECTION 12.05. COLLECTION OF CERTAIN NATIONAL SERVICE
------------- --------------------------------------
RECEIVABLES. At or prior to the Closing, National Service shall
- -----------
cause to be collected and repaid in full all National Service
Receivables owed to National Service by any person other than a
Corporation.

SECTION 12.06. DELIVERY OF PROMISSORY NOTES AND GUARANTY
------------- -----------------------------------------
AGREEMENT. At the Closing, National Service shall deliver to
- ---------
Boatmen's any Promissory Notes obtained by National Service as
contemplated by Section 12.04 hereof and all original signature
copies of the Guaranty Agreement (the original of which is
presently contained in the minute book of National Service).

ARTICLE THIRTEEN
----------------

GENERAL
-------

SECTION 13.01. CONFIDENTIAL INFORMATION. The parties
------------- ------------------------
acknowledge the confidential and proprietary nature of the
"Information" (as herein described) which has heretofore been
exchanged and which will be received from each other hereunder and
agree to hold and keep the same confidential. Such Information
will include any and all financial, technical, commercial,
marketing, customer or other information concerning the business,
operations and affairs of a party that may be provided to the
other, irrespective of the form of the communications, by such
party's employees or agents. Such Information shall not include
information which is or becomes generally available to the public
other than as a result of a disclosure by a party or its
representatives in violation of this Agreement. The parties agree
that the Information will be used solely for the purposes
contemplated by this Agreement and that such Information will not
be disclosed to any person other than employees and agents of a
party who are directly involved in evaluating the transactions
contemplated hereby. The Information shall not be used in any way
detrimental to a party, including use directly or indirectly in the
conduct of the other party's business or any business or enterprise
in which such party may have an interest, now or in the future, and
whether or not now in competition with such other party.

SECTION 13.02. PUBLICITY. Boatmen's and the Companies shall
------------- ---------
cooperate with each other in the development and distribution of
all news releases and other public disclosures concerning this
Agreement and shall not issue any news release or make any other
public disclosure without the prior consent of the other party
(with Joel R. Katz or Steve R. Graber representing all of the
Companies for this purpose), unless such is required by law or is
in response to published newspaper or other mass media reports
regarding the transaction contemplated hereby, in which such latter
event the parties shall consult with each other regarding such
responsive public disclosure.

SECTION 13.03. RETURN OF DOCUMENTS. Upon termination of this
------------- -------------------
Agreement without occurrence of the Closing, each party shall
deliver to the other originals and all copies of all Information
made available to such party and will not retain any copies,
extracts or other reproductions in whole or in part of such
Information.

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SECTION 13.04. NOTICES. Any notice or other communication
------------- -------
shall be in writing and shall be deemed to have been given or made
on the date of delivery, in the case of hand delivery, one (1) day
after deposit with an overnight courier service or three (3)
business days after deposit in the United States Registered Mail,
postage prepaid, or upon receipt if transmitted by facsimile
telecopy (ultimately followed by confirmation by other means) or
any other means, addressed (in any case) as follows:

(a) if to Boatmen's:

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

with a copy to:

Lewis, Rice & Fingersh
500 North Broadway, Suite 2000
St. Louis, Missouri 63102
Attention: John M. Drescher, Jr., Esq.
Facsimile: 314/241-6056

and

(b) if to the Companies or National Service:

National Mortgage Company
4041 Knight Arnold Road
Memphis, Tennessee 38118
Attention: Steve R. Graber, Esq.
Facsimile: 901/367-7746

with copies to:

Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Attention: Frederick C. Lowinger, Esq.
Facsimile: 312/853-7036

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

SECTION 13.05. ADJUSTMENT OF BOATMEN'S COMMON. If between
------------- ------------------------------
the date hereof and the Closing Date a share of Boatmen's Common
shall be changed into a different number of shares of Boatmen's
Common or a different class of shares by reason of
reclassification, recapitalization, splitup, exchange of shares or
readjustment, or if a stock dividend, non-cash distribution or
other extraordinary distribution thereon shall be declared with a
record or effective date within such period, then the number of shares

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of Boatmen's Common to be issued and delivered to the shareholders
of the Companies and the Escrow Agent pursuant to this Agreement
and the Escrow Agreement shall be appropriately and proportionately
adjusted so that each such person shall be entitled to receive such
number of shares of Boatmen's Common as such person would have
received pursuant to such reclassification, recapitalization, splitup,
exchange of shares or readjustment or as a result of such stock
dividend, non-cash distribution or other extraordinary distribution
had the record or effective date therefor been immediately following
the Closing Date. If between the date hereof and the Closing Date,
Boatmen's shall consolidate with or be merged with or into any other
corporation (a "Business Combination") and the terms thereof shall
provide that Boatmen's Common shall be converted into or exchanged for
the shares of any other corporation not controlled by Boatmen's, then
provision shall be made as part of the terms of such Business
Combination so that shareholders of the Companies and the Escrow Agent
who would be entitled to receive shares of Boatmen's Common pursuant
to this Agreement and the Escrow Agreement shall be entitled to
receive, in lieu of each share of Boatmen's Common issuable to such
shareholders and the Escrow Agent as provided herein and in the
Escrow Agreement, the same kind and amount of securities or assets
as shall be distributable upon such Business Combination with
respect to one share of Boatmen's Common.

SECTION 13.06. LIABILITIES. Except as provided in Section
------------- -----------
11.10 and 11.11, in the event that this Agreement is terminated
pursuant to the provisions of Article Eleven hereof, no party
hereto shall have any liability to any other party for costs,
expenses, damages or otherwise; provided, however, that,
notwithstanding the foregoing, in the event that this Agreement is
terminated pursuant to Section 11.02 hereof on account of a knowing
breach of any of the representations and warranties set forth
herein or any breach of any of the agreements set forth herein,
then the non-breaching party shall be entitled to recover
appropriate damages from the breaching party.

SECTION 13.07. NONSURVIVAL OF REPRESENTATIONS, WARRANTIES AND
------------- ----------------------------------------------
AGREEMENTS. Except for, and as provided in, this Section 13.07 and
- ----------
as provided in and by the Escrow Agreement and the Indemnification
Agreement, no representation, warranty or agreement contained in
this Agreement shall survive the Closing or the earlier termination
of this Agreement. The agreements set forth in Sections 4.06,
9.04, 9.05, 12.02 and 12.03 and the last parenthetical in
Section 8.11 hereof shall survive the Closing, and the agreements
set forth in Sections 11.10, 11.11, 13.01, 13.03 and 13.06 hereof
shall survive the Closing or the earlier termination of this
Agreement.

SECTION 13.08. ENTIRE AGREEMENT. This Agreement and the
------------- ----------------
Escrow Agreement constitute the entire agreement between the
parties and supersede and cancel any and all prior discussions,
negotiations, undertakings, agreements in principle (including the
letter agreement dated May 5, 1994 between Boatmen's and the
Companies and the extensions thereof dated June 2, 1994 and
June 10, 1994) and other agreements between the parties relating to
the subject matter hereof.

SECTION 13.09. HEADINGS AND CAPTIONS. The captions of
------------- ---------------------
Articles and Sections hereof are for convenience only and shall not
control or affect the meaning or construction of any of the
provisions of this Agreement.

SECTION 13.10. WAIVER, AMENDMENT OR MODIFICATION. The
------------- ---------------------------------
conditions of this Agreement which may be waived may only be waived
in writing. The failure of any party at any time or times to require
performance of any provision hereof shall in no manner affect the
right at a later time to enforce the same. This Agreement may be
amended or modified by the parties hereto, at any time before or after
approval of this Agreement by the shareholders of a Company; provided,
however, that after any such approval no such amendment or
modification shall alter the amount or change the form of the

A-62
246
consideration contemplated by this Agreement to be received by any
shareholders of any Company. This Agreement may not be amended or
modified except by a written document duly executed by the parties
hereto.

SECTION 13.11. RULES OF CONSTRUCTION. Unless the context
------------- ---------------------
otherwise requires: (a) a term has the meaning assigned to it;
(b) an accounting term not otherwise defined has the meaning
assigned to it in accordance with generally accepted accounting
principles; (c) "or" is not exclusive; and (d) words in the
singular may include the plural and in the plural include the
singular.

SECTION 13.12. COUNTERPARTS. This Agreement may be executed
------------- ------------
in two or more counterparts, each of which shall be deemed an
original and all of which shall be deemed one and the same
instrument.

SECTION 13.13. SUCCESSORS AND ASSIGNS. This Agreement shall
------------- ----------------------
be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns. There shall be no third
party beneficiaries hereof, except that the Indemnified Parties
shall be third party beneficiaries of Section 9.04 hereof.

SECTION 13.14. GOVERNING LAW; ASSIGNMENT. This Agreement
------------- -------------------------
shall be governed by the laws of the State of Missouri, except to
the extent that the Tennessee Corporate Law, Arkansas Corporate Law
or Mississippi Corporate Law must be applicable to any of the
Mergers. This Agreement may not be assigned by any party hereto.

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

B-M HOMES, INC.

By: /s/ JOEL R. KATZ
-------------------------------------------
Joel R. Katz
President and Chief Executive Officer

MARBEL HOMES, INC.

By: /s/ JOEL R. KATZ
-------------------------------------------
Joel R. Katz
President and Chief Executive Officer

MACON HOMES, INC.

By: /s/ JOEL R. KATZ
-------------------------------------------
Joel R. Katz
President and Chief Executive Officer

A-63
247

MARGOLIN BROS. APPLIANCE CO.

By: /s/ JOEL R. KATZ
-------------------------------------------
Joel R. Katz
President and Chief Executive Officer

MARGOLIN BROS. REALTY CO.

By: /s/ JOEL R. KATZ
-------------------------------------------
Joel R. Katz
President and Chief Executive Officer

NATIONAL BUILDERS, INC.

By: /s/ JOEL R. KATZ
-------------------------------------------
Joel R. Katz
President and Chief Executive Officer

ARKANSAS HOME LOAN COMPANY

By: /s/ MARLIN GRABER
-------------------------------------------
Marlin Graber
President

NATIONAL HOME LOAN COMPANY, INC.

By: /s/ MARLIN GRABER
-------------------------------------------
Marlin Graber
President

NATIONAL HOME LOAN COMPANY OF MISSISSIPPI,
INC.

By: /s/ MARLIN GRABER
-------------------------------------------
Marlin Graber
President

A-64
248

NATIONAL SERVICE COMPANY

By: /s/ JOEL R. KATZ
-------------------------------------------
Joel R. Katz
President and Chief Executive Officer

BOATMEN'S BANCSHARES, INC.

By: /s/ LEO G. HAAS
-------------------------------------------
Leo G. Haas
Senior Vice President

BBI ONE, INC.

By: /s/ LEO G. HAAS
-------------------------------------------
Leo G. Haas
Vice President

BBI TWO, INC.

By: /s/ LEO G. HAAS
-------------------------------------------
Leo G. Haas
Vice President

BBI THREE, INC.

By: /s/ LEO G. HAAS
-------------------------------------------
Leo G. Haas
Vice President

BBI FOUR, INC.

By: /s/ LEO G. HAAS
-------------------------------------------
Leo G. Haas
Vice President

A-65
249

BBI FIVE, INC.

By: /s/ LEO G. HAAS
-------------------------------------------
Leo G. Haas
Vice President

BBI SIX, INC.

By: /s/ LEO G. HAAS
-------------------------------------------
Leo G. Haas
Vice President

BBI SEVEN, INC.

By: /s/ LEO G. HAAS
-------------------------------------------
Leo G. Haas
Vice President

BBI EIGHT, INC.

By: /s/ LEO G. HAAS
-------------------------------------------
Leo G. Haas
Vice President

BBI NINE, INC.

By: /s/ LEO G. HAAS
-------------------------------------------
Leo G. Haas
Vice President

A-66
250
EXHIBIT 1.02
------------

BYLAWS OF

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

ARTICLE I
OFFICES

The principal office of the Corporation is to be located at
Memphis, Tennessee. The Corporation may also have offices at such
other places within and without the State of Tennessee as the board
of directors of the Corporation may from time to time designate and
the business of the Corporation may require.

ARTICLE II
SHAREHOLDERS

2.1 Place of Meeting. Any annual or special meeting of the
----------------
shareholders of the Corporation is to be held at such place within
or without the State of ---------- as may be designated by the
board of directors of the Corporation or in a waiver of notice
executed by all shareholders of the Corporation entitled to vote at
such meeting. If there is a failure to designate a place for such
meetings, the same is to be held at the principal place of business
or registered office of the Corporation.

2.2 Meetings. The annual meeting of the Corporation's
--------
shareholders is to be held each year on the ------------ of the
- ------- month following the close of each fiscal year of the
Corporation at the hour of 10:00 A.M., for the purpose of electing
directors and for the transaction of such other business as may
come before the meeting. Special meetings of the shareholders may
be called at any time by the Corporation's president or any member
of the board of directors, or by the holders of not less than ten
percent of all the outstanding shares of the Corporation entitled
to vote at such meeting, provided such shareholders sign, date and
deliver a written demand of a special meeting to the secretary of
the Corporation which sets forth the purpose for the special
meeting.

2.3 Quorum of Outstanding Shares. A majority of the
----------------------------
outstanding shares of the Corporation entitled to vote at any
meeting of the Corporation's shareholders represented in person or
by proxy at such meeting constitutes a quorum of shareholders of
the Corporation. In no event may a quorum consist of less than a
majority of the outstanding shares of the Corporation entitled to
vote. Less than such quorum has the right successively to adjourn
the meeting to a specified date not longer than 90 days after such
adjournment, and no notice need be given of such adjournment to
shareholders of the Corporation not present at the meeting. Every
decision of a majority of such quorum is valid as a corporate act
of the Corporation.

2.4 Notice of Shareholders' Meetings. Written or printed notice
--------------------------------
of each meeting of shareholders stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, must be delivered or given not less than
10 nor more than 50 days before the date of the meeting, either
personally or by mail. If a proposal, however, to increase the authorized
capital stock or bond indebtedness is to be considered at the special
meeting, notice must be delivered not less than 60 nor more than 75
days before the of the meeting. Notice of an annual meeting of the

A-Ex-1.02-1
251
Corporation's shareholders is to be given by the secretary of the
Corporation. Notice of a special meeting of the Corporation's
shareholders is to be given by the secretary of the Corporation or the
person calling the meeting. Any notice of a shareholders' meeting sent
by mail is deemed delivered when deposited in the United States mail,
with postage thereon prepaid, addressed to each shareholder at his
address as it appears on the records of the Corporation. Attendance
of a shareholder at any meeting constitutes a waiver of notice of such
meeting except where a shareholder attends a meeting for the
express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. Attendance
of a shareholder at any meeting also constitutes waiver of an
objection to consideration of a particular matter at the meeting
that is not within the purpose or purposes described in the meeting
notice, unless the shareholder objects to considering the matter
when it is presented.

2.5 Waiver of Notice. Any notice required by these Bylaws
----------------
may be waived by the persons entitled thereto by signing a waiver
of notice before or after the time of such meeting and such waiver
is equivalent to the giving of such notice.

2.6 Closing of Transfer Books or Fixing of Record Date. The
--------------------------------------------------
board of directors of the Corporation has the power to close the
transfer books of the Corporation for a period not exceeding 65
days preceding but at least 10 days preceding the date of any
meeting of shareholders or the date of payment of any dividend or
the date for the allotment of rights or the date when any change or
conversion or exchange of shares goes into effect. In lieu of
closing the stock transfer books, however, the board of directors
may fix in advance a date, not exceeding 65 days preceding but at
least 10 days preceding the dates of the forenamed occurrences, as
a record date for the determination of the shareholders entitled to
notice of, and to vote at, any such meeting and any adjournment
thereof, or entitled to receive payment of any such dividend or to
any such allotment of rights, or to exercise the rights in respect
of any such change, conversion or exchange of shares. In such
case, such shareholders, and only such shareholders as are
shareholders of the Corporation of record on the date of closing
the transfer books or on the record date so fixed, are entitled to
notice of, and to vote at, such meeting and any adjournment
thereof, or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any shares on the books of the
Corporation after such date of closing of the transfer books or
such record date so fixed. If the board of directors does not
close the transfer books or set a record date for the determination
of the shareholders entitled to notice of, and to vote at, a
meeting of shareholders, the date on which the notice of the
meeting is mailed shall be the record date for the determination of
shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders is made, the determination
applies to any adjournment thereof unless the board of directors
fixes a new record date which it must do if the meeting is
adjourned to a date more than 120 days after the date fixed for the
original meeting. If a court orders a meeting adjourned to a date
more than 120 days after the date fixed for the original meeting,
it may provide that the original record date continues in effect or
it may fix a new record date.

2.7 List of Voters. A complete list of all shareholders
--------------
entitled to vote at any annual and special meeting of the
Corporation's shareholders is to be compiled at least 10 days
before such meeting by the officer or agent having charge of the
transfer books for shares of stock of the Corporation. Such list
must be arranged by voting group and is to be compiled in
alphabetical order with the address and the number of shares held
by each shareholder. The list must be kept on file in the
registered office of the Corporation beginning 2 business days
after notice of the meeting is given for which the list is
prepared and must be open to inspection by any stockholder for
such period during usual business hours. Such list must also be
present and kept open at the time and place of such meeting and
is subject to the inspection of any shareholder during such
meeting. The original share ledger or transfer book, or a

A-Ex-1.02-2
252
duplicate thereof kept in --------, is prima facie evidence as to who
are the shareholders of the Corporation entitled to examine such list
or share ledger or transfer book, or to vote at any meeting of
shareholders. Failure to comply with the requirements of this section
does not affect the validity of any action taken at such meeting.

2.8 Proxies. A shareholder may, at any annual or special
-------
meeting, vote either in person or by proxy executed in writing by
the shareholder or his duly authorized attorney in fact. Such
proxy must be filed with the secretary of the Corporation before or
at the time of the meeting. No proxy is valid after 11 months from
the date of execution unless otherwise provided in the proxy. The
appointment of a proxy is revocable unless it conspicuously states
it is irrevocable and is coupled with an interest.

2.9 Voting of Shares. Each outstanding share of stock having
----------------
voting rights, is entitled to one vote upon each matter submitted
to a vote at any meeting of the shareholders of the Corporation.

2.10 Informal Action by Shareholders. Any action required by
-------------------------------
[Name of Appropriate Corporate Law] to be taken at a meeting of the
shareholders of the Corporation, or any action which may be taken
at a meeting of the shareholders, may be taken without a meeting if
all of the shareholders entitled to vote with respect to the
subject matter thereof sign written consents that set forth the
action so taken. Such consents have the same force and effect as
a unanimous vote of the shareholders at a meeting duly held, and
may be stated as such in any certificate or document filed with the
Secretary of State of the State of ------- or any other state in
the United States of America. The Corporation's secretary is to
file such consents with the minutes of the meetings of the
shareholders of the Corporation.

2.11 Rules of Meetings. The chairman of the board of
-----------------
directors of the Corporation is to preside at all meetings of the
shareholders, or, in his absence, the president of the Corporation
is to preside. If neither the chairman of the board nor the
president are available, the party who called the meeting is to
preside. To the extent not inconsistent with these Bylaws, the
Robert's Rules of Order govern all meetings of the Corporation's
shareholders.

2.12 Tele-Participation in Meetings. Shareholders may
------------------------------
participate in a meeting of the shareholders of the Corporation by
means of a conference telephone or similar communications equipment
whereby all persons participating in the meeting can hear each
other. Participation in a meeting in this manner constitutes
presence in person at the meeting.

ARTICLE III
BOARD OF DIRECTORS

3.1 General Powers. The business, property and affairs of
--------------
the Corporation is to be controlled and managed by its board of
directors.

3.2 Number, Election, Duration and Vacancies. The number of
----------------------------------------
directors of the Corporation shall not be less than three unless
all the shares of the Corporation are owned by either one or two
shareholders, in which case the number of directors must not be
less than the number of shareholders. Subject to this limitation,
the initial number of directors of the Corporation is designated in
the Articles of Incorporation. Thereafter, the number of directors
may be changed by the Corporation's shareholders in a special or
annual meeting. At the first annual meeting of shareholders and
at each annual meeting thereafter, the shareholders entitled
to vote are to elect directors to hold office until the next
annual meeting, except as herein provided. Each director
is to hold office for the term for which he is elected

A-Ex-1.02-3
253
or until his successor has been elected and qualified. In case of
the death or resignation or disqualification of one or more of the
directors, a majority of the remaining directors are to fill such
vacancy or vacancies until the successor or successors are elected at
the next annual meeting of the shareholders. A director elected to
fill a vacancy is to serve as such until the next annual meeting of
the shareholders, except as herein provided.

3.3 Quorum. A majority of the board of directors of the
------
Corporation constitutes a quorum for the transaction of business at
a meeting of the board of directors, and the act of the majority of
such quorum present at any such meeting is the act of the board of
directors.

3.4 Meetings. The annual meeting of the board of directors
--------
is to be held at the same place as the annual meeting of the
shareholders of the Corporation and immediately following such
meeting. In the event of adjournment of such annual meeting of the
board of directors because a quorum is not present or otherwise,
such meeting may be held, without further notice, at any place
within or without the State of ---------- as may be designated by
the directors adjourning such meeting, provided a quorum is then
present at such next meeting, but in no event may such meeting be
conducted later than 30 days after the annual meeting of
shareholders. All other meetings of the board of directors are to
be held at the principal place of business of the Corporation or at
such other place within or without the State of ---------- as may
be designated by the board of directors or by the executive
committee in absence of such designation by the board of directors.
Regular meetings of the board of directors may be held without
notice at such time and place as may be determined by the board of
directors. Special meetings of the board of directors may be held
at any time upon the call of the president, chairman of the board
or any two directors.

3.5 Notice. Notice of any special meeting of the board of
------
directors must be given at least 2 days prior thereto in writing
delivered personally or mailed to each director. Notice given by
mail is deemed to be delivered 1 day after deposited in the United
States mail in a sealed envelope so addressed with postage thereon
prepaid. Notice to a director may be waived by executing a written
waiver thereof or by attendance at any meeting except where a
director attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting was not
lawfully called or convened. Notice or waiver of notice of any
regular or special meeting of the board of directors may but need
not state the business to be transacted nor the purpose thereof,
except as otherwise required by these Bylaws.

3.6 Compensation. Directors, as such, are not to receive a
------------
stated salary for their services, but, by resolution of the board
of directors, may be allowed a fixed sum and expenses of
attendance, if any, for attendance at any meeting of the board of
directors. Nothing contained herein precludes a director from
serving the Corporation in any other capacity and receiving
compensation therefor.

3.7 Presumption of Assent. A director of the Corporation is
---------------------
presumed to have assented to the action taken on any corporate
matter at a board of directors meeting at which he is present,
unless his dissent is entered in the minutes of the meeting or
unless he forwards such dissent by registered mail to the secretary
of the Corporation immediately after the adjournment of the
meeting. A director who voted in favor of such action may not so
dissent.

3.8 Action by Unanimous Consent of Directors. If all the
----------------------------------------
directors severally or collectively consent in writing to any action taken
or to be taken by the directors, such consents have the same force and
effect as a unanimous vote of the directors at a meeting duly held, and
may be stated as such in any certificate or document filed with the
Secretary of State of the State of ---- or any other state in the United

A-Ex-1.02-4
254
States of America. The secretary of the Corporation is to file such
consents with the minutes of the meetings of the board of directors.
Formal meetings of the directors need not be held where the action of
all the directors are consented to in writing.

3.9 Resignation or Disqualification.
-------------------------------

(a) A director may resign at any time for any reason.
Any such resignation must be in writing and must be delivered to
the chairman of the board, the board itself, the president or the
secretary of the Corporation. A resignation is effective upon such
delivery.

(b) A director may be removed with or without cause only
by a vote of the shareholders of the Corporation. Such director,
if he is to be removed for cause, must be made fully aware of the
allegations lodged against him and given an opportunity to defend
his actions if he so chooses. The removal procedure is to be
conducted at a special meeting of the shareholders called for such
purpose. The director may be removed only upon the vote of a
majority of the shareholders present (either in person or by proxy)
at such meeting, provided there is a quorum.

3.10 Rules of Meetings. The chairman of the board of
-----------------
directors is to preside at all meetings of the board of directors,
or, in his absence, the president of the corporation is to preside.
If neither the chairman of the board nor the president is available
or able to preside, the party who called the meeting is to preside.
To the extent not inconsistent with these Bylaws, the Robert's
Rules of Order govern all meetings of the Corporation's board of
directors.

3.11 Tele-Participation in Meetings. Directors may
------------------------------
participate in a meeting of the board of directors by means of a
conference telephone or similar communications equipment whereby
all persons participating in the meeting can hear each other.
Participation in a meeting in this manner constitutes presence in
person at the meeting.

ARTICLE IV
OFFICERS

4.1 Executive Officers. Executive officers of the
------------------
Corporation are the president and a secretary, and, if so elected
by the board of directors, a chairman, one or more vice presidents,
a treasurer, assistant secretaries and assistant treasurers. The
president is to be selected from the board of directors.

4.2 Election and Term. The president and secretary are to be
-----------------
elected at the first meeting of the board of directors following
the annual meeting of the shareholders, and hold office at the
pleasure of the board of directors until their successors are
elected or until they are removed as provided herein. A vice
president, chairman, assistant secretaries, treasurer and assistant
treasurers may be elected by the board of directors at any meeting
thereof to hold office at the pleasure of the board of directors.
If more than one vice president should be elected, the board of
directors at the time of the election is to determine the seniority
of each of the vice presidents.

4.3 Removal. An officer of the Corporation elected by the
-------
board of directors may be removed with or without cause at any time
only by a vote of the board of directors. The officer may be
removed only upon the vote of a majority of the directors present
at such meeting, provided there is a quorum. If, however, the
officer to be removed is a director, he may not vote on his
removal. Such removal is without prejudice to the contract rights,
if any, of such officer.

A-Ex-1.02-5
255

4.4 Vacancies. A vacancy in any office caused by the death,
---------
resignation or removal of the officer or otherwise may but need not
be filled by the board of directors for the unexpired term.

4.5 Compensation. The board of directors is to determine the
------------
compensation to be received by the officers of the Corporation and
agents appointed by the board of directors.

4.6 Bond. The board of directors, by resolution, may require
----
the officers and agents of the Corporation, or any of them, to give
bond to the Corporation, in sufficient amount and with sufficient
surety, to secure the faithful performance of their duties and to
comply with such other conditions as the board of directors may
from time to time require.

4.7 Resignation. An officer of the Corporation may resign at
-----------
any time for any reason. Any such resignation must be in writing
and be delivered to the chairman of the board, the president or the
secretary of the Corporation. A resignation is effective upon such
delivery.

ARTICLE V
DUTIES OF OFFICERS

5.1 Chairman. The chairman of the board of directors, if one
--------
is elected, is to preside at all meetings of the board of directors
and has and is to perform such other duties as from time to time
may be assigned to him by the board of directors.

5.2 President. The president is to supervise and control the
---------
business, property and affairs of the Corporation, subject to the
authority hereinabove given to the board of directors, and is to
preside at all meetings of the shareholders and of the board of
directors in the absence of the chairman of the board. The
president is to perform all duties incident to his office,
including executing all certificates for shares of stock of the
Corporation, deeds, mortgages, bonds, contracts or other
instruments, except where the execution thereof is expressly
delegated by the board of directors or the Bylaws to another
officer or agent of the Corporation, or is required by law to be
otherwise executed.

5.3 Vice Presidents. The vice presidents, if elected, are to
---------------
perform the duties and exercise the powers delegated to them by the
board of directors or the president of the Corporation. In the
absence of the president, the vice presidents in order of their
seniority are to perform the duties and exercise the powers of the
president.

5.4 Secretary. The secretary is to attend all meetings of
---------
the shareholders, board of directors, and executive committee, and
is to record votes and keep minutes of such meetings in one or more
books provided for that purpose. In addition, in the absence of
the president, the secretary is to perform the duties and exercise
the powers of the president if no vice president is elected. He is
to give all notices in the manner required by these Bylaws or by
law. He is the custodian of the corporate records and corporate
seal and, when authorized by the board of directors, executive
committee, president or vice president, is to affix the seal to any
document or instrument of the Corporation requiring the
Corporation's seal. He has general charge of the stock transfer
books of the Corporation and is to keep a list of the post office
addresses of each shareholder. He is, in general, to perform all
duties incident to the office of secretary and perform such other
duties as may be required by the board of directors, executive
committee or the president, under whose supervision he is. If the
secretary is absent from any meeting, the board of directors or
executive committee may select any of their number, or any
assistant secretary, to act as temporary secretary.

A-Ex-1.02-6
256

5.5 Treasurer. The treasurer, if elected, and if no
---------
treasurer is elected, then the secretary, has control and custody
of the funds and securities of the Corporation. He is to keep and
maintain in books and records of the Corporation accurate accounts
of receipts and disbursements, and he is to deposit all monies and
valuable effects of the Corporation in the name of the Corporation
in such depositories as the board of directors or executive
committee or president may designate. He is to make disbursements
of the funds and securities of the Corporation upon order of the
board of directors or executive committee and obtain proper
vouchers therefor. He is to report to the board of directors and
executive committee, at all meetings thereof, concerning the
financial condition of the Corporation and the performance of his
duties as treasurer. In general, he is to perform all duties
incident to the office of treasurer. He is, upon request of the
board of directors or executive committee, to furnish a bond for
the faithful performance of his duties in such amount and with such
surety as either of them may require.

5.6 Assistant Officers. Any assistant secretaries or
------------------
assistant treasurers elected by the board of directors have such
authority and are to perform such duties as the board of directors
may, from time to time, prescribe.

5.7 Subordinate Officers. The board of directors may elect
--------------------
such subordinate officers as it deems necessary or desirable to
serve for such period and have such authority and perform such
duties as the board of directors may authorize.

ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER

6.1 Certificates for Shares. The board of directors is to
-----------------------
prescribe the form of the certificate of stock of the Corporation.
The certificate is to be signed by the president or vice president
and by the secretary or assistant secretary, is to be sealed with
the seal of the Corporation and is to be numbered consecutively.
The certificate must state the name of the person to whom issued,
the number and class of shares, the designation of series and the
par value. The name of the owner of the certificate, the number of
shares of stock represented thereby, and the date of issue are to
be recorded on the books of the Corporation. Certificates of stock
surrendered to the Corporation for transfer are to be canceled, and
new certificates of stock representing the transferred shares
issued. New stock certificates may be issued to replace lost,
destroyed or mutilated certificates upon such terms and with such
security to the Corporation as the board of directors may require.

6.2 Transfer of Shares. Shares of stock of the Corporation
------------------
may be transferred on the books of the Corporation by the delivery
of the certificates representing such shares to the Corporation for
cancellation, and with an assignment in writing on the back of the
certificate executed by the person named in the certificates as the
owner thereof, or by a written power of attorney executed for such
purpose by such person. The person registered on the books of the
Corporation as the owner of shares of stock of the Corporation is
deemed the owner thereof and is entitled to all rights of ownership
with respect to such shares.

6.3 Transfer Books. Transfer books are to be maintained
--------------
under the direction of the secretary, showing the ownership and
transfer of all certificates of stock issued by the Corporation.

A-Ex-1.02-7
257

ARTICLE VII
FISCAL YEAR

The fiscal year of the Corporation is to be established from
time to time by resolution of the board of directors of the
Corporation.

ARTICLE VIII
SEAL

The seal of the Corporation is to be in the form of a circle,
and is to have inscribed thereon the name of the Corporation and
the words "Corporate Seal" and "-----------". The form of the seal
of the Corporation may be changed from time to time by resolution
of the board of directors.

ARTICLE IX
CONTRACTS, LOANS, CHECKS AND DEPOSITS

9.1 Contracts. The board of directors may authorize any
---------
officer or officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of or on behalf of
the Corporation as the board determines, and such authority may be
general or confined to specific instances.

9.2 Loans. No loans may be contracted on behalf of the
-----
Corporation and no evidences of indebtedness may be issued in the
Corporation's name unless authorized by a resolution of the board
of directors. Such authority may be general or confined to
specific instances.

9.3 Checks, Drafts, Etc. All checks, drafts or other orders
-------------------
for the payment of money, notes or other evidences of indebtedness
issued in the name of the Corporation are to be signed by such
officer or officers, agent or agents of the Corporation and in such
manner as from time to time may be determined by resolution of the
board of directors.

9.4 Deposits. All funds of the Corporation not otherwise
--------
employed are to be deposited from time to time to the credit of the
Corporation in such banks, trust companies or other depositories as
the board of directors may select.

ARTICLE X
WAIVER OF NOTICE

Whenever any notice is required to be given pursuant to these
Bylaws, the Articles of Incorporation of the Corporation, or the
corporate laws of the State of -----------, a written waiver
thereof signed by the person or persons entitled thereto, whether
before or after the time stated therein, satisfies such requirement
of notice.

ARTICLE XI
INDEMNIFICATION

11.1 Authority to Indemnify. The Corporation may indemnify each
----------------------
person who was or is made a party or is threatened to be made a party
to any action, suit or proceeding, whether civil, criminal, administrative
or investigative (hereinafter a "proceeding"), by reason of the fact
that he or she is or was a director, officer, employee or agent of
the Corporation or, while a director, officer, employee or agent

A-Ex-1.02-8
258
of the Corporation, is or was serving at the request of
the Corporation as a director, officer, employee or agent
agent of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"), if such person
(i) conducted himself or herself in good faith, (ii) reasonably
believed, in the case of conduct in his or her official capacity
with the Corporation, that his or her conduct was in the best
interest of the Corporation and, in all other cases, that his or
her conduct was at least not opposed to the best interests of the
Corporation and (iii) had no reasonable cause to believe, in the
case of any criminal proceeding, that his or her conduct was
unlawful, against any and all expense, liability and loss
(including, but not limited to, attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an
indemnitee who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the indemnitee's estate or
personal representative. The conduct of a director, officer,
employee or agent with respect to an employee benefit plan for a
purpose he or she reasonably believed to be in the interests of the
participants in and beneficiaries of the plan is conduct that
satisfies the standard of conduct for indemnification. The
termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is
not, of itself, determinative that a director, officer, employee or
agent did not meet the standard of conduct. The Corporation may
not indemnify a director, officer, employee or agent (i) in
connection with any other proceeding by or in the right of the
Corporation in which the director, officer, employee or agent was
adjudged liable to the Corporation, or (ii) in connection with any
other proceeding charging improper personal benefit to him or her,
whether or not involving action in his or her official capacity, in
which he or she was adjudged liable on the basis that personal
benefit was improperly received by him or her. Any indemnification
under this Section 11.1 (unless ordered by a court) is to be made
by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee, or agent is proper in the circumstances because he has
met the applicable standard of conduct set forth in this
Section 11.1. Such determination is to be made (i) by the board of
directors by a majority vote of a quorum consisting of directors
who were not parties to such proceeding, or (ii) if such a quorum
is not obtainable, by majority vote of a committee duly designated
by the board of directors (in which designation directors who are
parties may participate), consisting solely of two (2) or more
directors not at the time parties to the proceeding, or (iii) by
independent special legal counsel selected by the board of
directors or its committee in the manner prescribed in subdivisions
(i) or (ii) above or, if a quorum of the board of directors cannot
be obtained under subdivision (i) above and a committee cannot be
designated under subdivision (ii) above, selected by majority vote
of the full board of directors (in which selection directors who
are parties may participate), or (iv) by the shareholders, but
shares owned by or voted under the control of directors who are at
the time parties to the proceeding may not be voted on the
determination.

11.2 Mandatory Indemnification. The Corporation shall
-------------------------
indemnify a director or officer who was wholly successful, on the
merits or otherwise, in the defense of any proceeding to which he
or she was a party because he or she is or was a director or
officer of the Corporation against reasonable expenses incurred by
him or her in connection with the proceeding.

11.3 Advance for Expenses. The Corporation may pay for or
--------------------
reimburse the reasonable expenses incurred by a director, officer,
employee or agent who is a party to a proceeding in advance of
final disposition of the proceeding if (i) the director, officer,
employee or agent furnishes a written affirmation of his or her
good faith belief that he or she has met the standard of conduct
required by Section 11.1, (ii) the director, officer, employee
or agent furnishes a written undertaking, executed by or on
behalf of such indemnitee, to repay all amounts so advanced
if it is ultimately determined by a final judicial

A-Ex-1.02-9
259
decision from which there is no further right to appeal that such
indemnitee is not entitled to be indemnified for such expenses under
Section 11.1 or otherwise, and (iii) a determination is made that the
facts then known to those making the determination would not preclude
indemnification under Section 11.1.

11.4 Amendments; Successors. This Article XI shall be
----------------------
effective from and after the date of its adoption and shall apply
to all proceedings arising prior to or after such date, regardless
of whether relating to facts or circumstances occurring prior to or
after such date. No amendment to this Article XI shall diminish
the rights of any person hereunder with respect to events occurring
or claims made before the adoption of such amendment or as to
claims made after such adoption in respect of events occurring
before such adoption. This Article XI shall be binding upon and
enforceable against any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of
the business and/or assets of the Corporation. For purposes of
this Article XI, any reference to the "Corporation" shall include,
in addition to the resulting or surviving corporation, any
constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees or
agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this Article XI with
respect to the resulting or surviving corporation as he or she
would have with respect to such constituent corporation if its
separate existence had continued.

11.5 Non-Exclusivity of Rights. The rights to
-------------------------
indemnification and to the advancement of expenses conferred in
this Article XI shall not be exclusive of any other right which any
person may have or hereafter acquire under these By-laws or under
any statute, agreement, vote of stockholders or disinterested
directors or otherwise.

11.6 Insurance. The Corporation may purchase and maintain
---------
insurance to protect itself and any director, officer, employee or
agent of the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any expense, liability
or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss.

ARTICLE XII
AMENDMENTS

These Bylaws may be amended or repealed and new Bylaws may be
adopted by a vote of the majority of board of directors. A
majority of the shares represented in person or by proxy and
entitled to vote at any annual meeting of shareholders without
notice or at any special meeting of shareholders with notice
setting forth the terms of the proposed amendment or repeal of the
Bylaws also have the power to make, alter, amend or repeal these
Bylaws to the extent that such power may be vested in the holders
of shares of the Corporation by the Articles of Incorporation of
the Corporation.

A-Ex-1.02-10
260
EXHIBIT 3.01
------------

ESCROW AGREEMENT
----------------

This is an ESCROW AGREEMENT ("Escrow Agreement") made
- ----------, 1994, by and among B-M HOMES, INC., a Tennessee
corporation ("B-M Homes"), MACON HOMES, INC., a Tennessee
corporation ("Macon Homes"), MARBEL HOMES, INC., a Tennessee
corporation ("Marbel Homes"), MARGOLIN BROS. APPLIANCE CO., a
Tennessee corporation ("Margolin Appliance"), MARGOLIN BROS. REALTY
CO., a Tennessee corporation ("Margolin Realty"), NATIONAL
BUILDERS, INC., a Tennessee corporation ("National Builders")(the
foregoing corporations are sometimes individually referred to
herein as a "National Affiliate" and collectively as the "National
Affiliates"), BOATMEN'S BANCSHARES, INC., a Missouri corporation
("Boatmen's"), and [TO BE MUTUALLY AGREED UPON], a ------------
--------------------------
banking association, as escrow agent hereunder (the "Escrow
Agent").

RECITALS

A. Boatmen's and the National Affiliates, together with
Arkansas Home Loan Company, an Arkansas corporation ("Arkansas
Home"), National Home Loan Company, a Tennessee corporation
("National Home"), National Home Loan Company of Mississippi, Inc.,
a Mississippi corporation ("National Home Mississippi"), National
Service Company, a Tennessee corporation ("National Service") and
certain acquisition subsidiaries of Boatmen's are parties to a
certain Merger Agreement dated July 7, 1994 (the "Agreement").
Arkansas Home, National Home and National Home Mississippi are
referred to herein collectively as the "Home Loan Companies" and
the National Affiliates and the Home Loan Companies are referred to
herein collectively as the "Companies". The Agreement generally
provides for Boatmen's acquisition by merger of the Companies.

B. Section 3.01 of the Agreement provides that a number of
shares of Boatmen's Common are to be held and distributed as
provided in this Escrow Agreement, in order to provide a reserve
for the satisfaction and payment of Claims (as defined in Article
Three hereof).

C. All terms used in this Escrow Agreement with initial
capital letters that are not otherwise defined herein shall have
the meaning ascribed thereto in the Agreement.

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

A-Ex-3.01-1
261

ARTICLE ONE

ESCROW SHARES

SECTION 1.01. DEPOSIT OF ESCROW SHARES. On the Closing Date,
------------ ------------------------
Boatmen's shall deposit the Escrow Shares with Escrow Agent as
provided in the Agreement (on behalf of the Non-Dissenting
Shareholders (as defined in Section 1.02 hereof) in accordance with
their Shareholder Percentage Interests (as defined in Section 1.02
hereof)).

SECTION 1.02. HOLDING OF ESCROW SHARES/PAYMENT OF DIVIDENDS.
------------ ---------------------------------------------
The Escrow Shares shall be held and distributed pursuant to the
terms hereof and may not be sold by Escrow Agent. All cash
dividends which may be paid on the Escrow Shares from time to time
shall be immediately paid out to the Non-Dissenting Shareholders
(as defined below) in accordance with their respective pro rata
ownership interests in the common stock of the National Affiliates
as set forth on Schedule A attached hereto (the "Shareholder
Percentage Interests"). The National Affiliates shall update
Schedule A as of and at the Closing to reflect any changes in the
Non-Dissenting Shareholders' respective pro rata ownership
interests in the common stock of the National Affiliates occurring
between the date hereof and such time. As used herein, the term
"Non-Dissenting Shareholder" means any shareholder of any National
Affiliate who did not demand payment of the fair value of their
common shares of such National Affiliate on account of the Merger
of such National Affiliate under the applicable corporate law.

SECTION 1.03. VOTING OF ESCROW SHARES. The Non-Dissenting
------------ -----------------------
Shareholders shall be entitled to exercise all voting rights
attendant to the Escrow Shares in accordance with the Shareholder
Percentage Interests. Escrow Agent shall distribute any notices of
meetings of shareholders of Boatmen's and proxy solicitation
materials which Escrow Agent receives to the Non-Dissenting
Shareholders and otherwise cooperate with the Non-Dissenting
Shareholders in causing the Escrow Shares to be voted in accordance
with their directions.

ARTICLE TWO

GENERAL DUTIES OF ESCROW AGENT; SHAREHOLDERS' COMMITTEE

SECTION 2.01. GENERAL DISTRIBUTION DUTIES OF ESCROW AGENT.
------------ -------------------------------------------
Escrow Agent shall hold the Escrow Shares as agent for the parties
hereto and shall distribute the Escrow Shares only in accordance
with the terms and provisions of this Escrow Agreement. Promptly
upon receipt, from time to time, of proper Instructions (as
described below), Escrow Agent shall distribute the Escrow Shares,
or any portion thereof, as such Instructions shall direct.

SECTION 2.02. SHAREHOLDERS' COMMITTEE.
------------ -----------------------

(a) There is hereby irrevocably constituted and appointed a
committee (the "Shareholders' Committee") to act as the respective
agent, representative, and attorney-in-fact of the Non-Dissenting
Shareholders for all purposes and with respect to all matters
arising under this Escrow Agreement. The powers and authority of
the Shareholders' Committee shall include, but not be limited to,
the power and authority to amend and vary this Escrow Agreement
as permitted herein, to give and accept notices hereunder, to
enter into any agreement or other instrument with respect to the
payment, defense or settlement of the Claims or with respect to
any judgment with respect thereto, to enter into one or more

A-Ex-3.01-2
262
agreements or other instruments in furtherance of their duties under
this Escrow Agreement, to maintain or defend any actions or claims on
behalf of the Non-Dissenting Shareholders, and to otherwise exercise
all rights and privileges necessary and appropriate to carry out the
purposes and intent of this Escrow Agreement.

(b) The initial members of the Shareholders' Committee shall
be Joel R. Katz, Mark Wender, Steve R. Graber and Frank Robinson.
In the event any member of the Shareholders' Committee becomes
unable or unwilling to serve for any reason, then the remaining
members of the Shareholders' Committee shall appoint a successor.
All decisions of the Shareholders' Committee shall be made by a
majority vote. Any written Instruction, agreement or notice of the
Shareholders' Committee delivered to Boatmen's or Escrow Agent
shall be deemed valid and binding if signed by any three members of
the Shareholders' Committee.

(d) The Shareholders' Committee shall be entitled to rely on
any communication or document which they believe to be genuine. No
member of the Shareholders' Committee nor any of his employees,
attorneys and other agents shall be liable for any action or
omission on their respective parts except for willful misconduct.
The members of the Shareholders' Committee are acting for the
convenience of the Non-Dissenting Shareholders, without
compensation, and shall have no duties or liabilities beyond those
expressly assumed by them in this Escrow Agreement. The
Shareholders' Committee shall not be required to make any inquiry
or investigation concerning any matter other than those expressly
contemplated hereunder, nor shall the Shareholders' Committee be
deemed to have made any representation or warranty of any kind to
any person.

ARTICLE THREE

CLAIMS; PAYMENT, SATISFACTION AND DEFENSE OF CLAIMS

SECTION 3.01. DEFINITION OF CLAIMS. As used herein, the term
------------ --------------------
"Claim" shall mean, on an after tax basis, any losses, damages,
liabilities, obligations, settlements, payments, costs and expenses
incurred by Boatmen's or any Corporation arising out of, resulting
from, or in connection with:

(a) Tax obligations or liabilities of or tax claims (including
but not limited to income, sales, use, transfer, stamp or excise
taxes) against National Mortgage and its subsidiaries for periods
prior to the Closing Date (other than tax obligations or
liabilities of or tax claims against National Mortgage and its
subsidiaries (i) set forth in the National Mortgage Financial
Statements, or (ii) arising with respect to the normal, ongoing
operations of National Mortgage and its subsidiaries, in the
ordinary course of business, after January 31, 1994), to the extent
that such obligations, liabilities or claims together with the
amounts described in subsection (i) hereof which relate to the
foregoing, exceed, in the aggregate, $100,000.

(b) Environmental contamination or hazardous or toxic wastes
existing on or before the Closing Date on or with respect to any
property presently or previously owned, leased or operated by National
Mortgage or any of its subsidiaries where clean-up, remediation or
other corrective actions or measures are required (i) under applicable
law or regulation or by order or directive of any governmental agency,

A-Ex-3.01-3
263
or (ii) as recommended or suggested by an environmental expert
retained by Boatmen's and reasonably acceptable to the Shareholders'
Committee;

(c) Any Corporation (other than National Mortgage and its
subsidiary) prior to the Closing or National Service at any time
(including without limitation the types of Claims described in
clauses (a) and (b) of this Section 3.01), except to the extent of
(i) the liabilities set forth on Schedule A to the Asset/Liability
Transfer Agreement, or (ii) indemnification liabilities to the
extent provided by Section 9.04 of the Agreement which relate to
the mortgage banking business of National Mortgage;

(d) The inaccuracy, falsity or breach of any of the
representations and warranties made in (i) the third sentence of
Section 5.01(b), 5.02(b), 5.03(b), 5.04(b), 5.05(b), 5.06(b),
5.07(b), 5.08(b), 5.09(b) or the second sentence of Section 6.01(b)
of the Agreement, or (ii) Sections 5.01(c), 5.02(c), 5.03(c),
5.04(c), 5.05(c), 5.06(c), 5.07(c), 5.08(c), 5.09(c) or 6.01(c) of
the Agreement, or (iii) the second or third sentence of
Section 5.01(d), 5.02(d), 5.03(d), 5.04(d), 5.05(d), 5.06(d),
5.07(d), 5.08(d), 5.09(d) or 6.02 of the Agreement, or (iv) Article
Twelve of the Agreement;

(e) The exercise of dissenters' rights under Tennessee
Corporate Law by any holder of preferred stock of any National
Affiliate to the extent that such dissenter receives for his or her
preferred stock an amount greater than the Transaction Value
thereof (for this purpose, the term "Transaction Value" shall mean
the product of $32.00 and the number of shares or fraction of a
share of Boatmen's Common into which such preferred stock would
have been converted pursuant to the Agreement had such holder not
exercised dissenters' rights);

(f) Any matter which would have been released and discharged
by a Release executed by an NMC Affiliate who fails to do so;

(g) The matters relating to or connected with or involved in
Deposit Guaranty National Bank, Jackson, Mississippi v. National
- ----------------------------------------------------------------
Mortgage Company v. National Mortgage Company (Case No. 02A01-9302-
- ---------------------------------------------
CH-00036, pending in the Court of Appeals of Tennessee, Western
Section at Jackson); Deposit Guaranty National Bank, Jackson,
----------------------------------------
Mississippi v. National Mortgage Company (Case No. 101598-2,
- ----------------------------------------
Chancery Court, Shelby County, Tennessee); Deposit Guaranty
----------------
National Bank, Jackson, Mississippi v. Barbara Crenshaw (Case
- -------------------------------------------------------
No. 101745-1, Chancery Court, Shelby County, Tennessee); and
Federal Savings Bank of West Memphis, Arkansas v. Morris Whitman
- ----------------------------------------------------------------
and National Mortgage Company (Case No. 101488-1, pending in the
- -----------------------------
Chancery Court of Shelby County, Tennessee for the Thirtieth
Judicial District at Memphis) or any other Claims arising out of,
related to, connected with or involving the activities or conduct,
or debts, obligations or liabilities, of Morris Whitman, to the
extent that such Claims, together with the amounts described in
subsection (i) hereof which relate to the foregoing, exceed, in the
aggregate, $150,000 after July 7, 1994;

(h) The Guaranty Agreement; and

(i) All costs, fees and expenses incidental to any of the
foregoing, including without limitation reasonable attorneys',
accountants', consultants' and experts' fees, court costs,
deposition expenses, appeal bonds and other expenses incidental to
litigation.

SECTION 3.02. PAYMENT, SATISFACTION AND DEFENSE OF CLAIMS. After
------------ -------------------------------------------
the Effective Time, Boatmen's shall consult and confer with the Shareholders'
Committee, and endeavor to agree, regarding the payment, satisfaction,
settlement or defense of Claims on an ongoing basis throughout the period

A-Ex-3.01-4
264
during which any Escrow Shares are held under this Escrow Agreement.
If, with respect to Claims involving litigation or other forms of
dispute resolution, Boatmen's and the Shareholders' Committee shall
fail to agree upon any defense strategy, selection of counsel or any
other aspect of the defense or settlement of such Claims, then the
decision of Boatmen's shall be binding and controlling for all
purposes; provided, however, that Boatmen's shall not settle or enter
-------- -------
into any agreement to settle such Claims without the prior written
agreement of the Shareholders' Committee; and provided, further,
-------- -------
however, that Boatmen's shall appeal to the first appropriate
- -------
appellate court any judgments entered on such Claims where proper
grounds exist therefor unless the Shareholders' Committee shall
agree in writing that such appeal need not be taken.

ARTICLE FOUR

REIMBURSEMENT OF CLAIMS; DISTRIBUTION OF ESCROW SHARES

SECTION 4.01. REIMBURSEMENT FOR CLAIMS. Boatmen's shall be
------------ ------------------------
entitled to receive distributions of Escrow Shares from time to
time in such amount as equals the quotient of A divided by B, where
A equals the dollar amount of a Claim paid or payable (directly or
indirectly) by a Corporation or Boatmen's, and where B equals the
closing price of a share of Boatmen's Common on the Nasdaq Stock
Market's National Market on the Closing Date (the "Boatmen's
Closing Price"). To receive any such distributions, Boatmen's
shall give to Escrow Agent (with a copy given simultaneously, by
the same means, to the Shareholders' Committee) written
Instructions to distribute such Escrow Shares together with
attached documentation of the nature of and basis for such
distribution. Escrow Agent shall make such distributions to
Boatmen's not less than seven (7) nor more than fourteen (14) days
after its receipt of such Instructions and accompanying
documentation, unless Escrow Agent receives a notice from the
Shareholders' Committee pursuant to Section 4.02 hereof prior to
making such distribution, in which event such distribution shall be
suspended pending resolution of such dispute in accordance with
Section 4.02 hereof.

SECTION 4.02. DISPUTE RESOLUTION FOR CLAIMS.
------------ -----------------------------

(a) Notice of Disagreement. If the Shareholders' Committee
----------------------
disagrees with any Instructions given by Boatmen's to Escrow Agent
pursuant to Section 4.01 above, the Shareholders' Committee may
give to Escrow Agent (with a copy given simultaneously, by the same
means, to Boatmen's), written Instructions not to make the subject
distribution as instructed by Boatmen's together with an
accompanying statement of the reasons for their disagreement. Upon
receipt of any such Instructions, Escrow Agent shall postpone
making the subject distribution until the disagreement is resolved
as provided in paragraph (b) below.

(b) Resolution of Disagreements. If a notice of disagreement
---------------------------
shall be delivered pursuant to Section 4.02(a), the Shareholders'
Committee and Boatmen's shall, during the twenty (20) business days
following such delivery, use their best efforts to reach agreement
on the disputed items or amounts. If Boatmen's and the Shareholders'
Committee shall so agree, they shall prepare joint Instructions to
Escrow Agent regarding any distribution that shall be made pursuant to
such agreement. If Boatmen's and the Shareholders' Committee are
unable to reach such agreement, then either party may thereafter cause
the disagreement to be submitted to the American Arbitration
Association ("AAA") for binding arbitration in accordance with
the Commercial Arbitration Rules of the AAA (and judgment upon
the award rendered by the arbitrator(s) may be entered in any
court having jurisdiction thereof). Upon completion of any

A-Ex-3.01-5
265
such arbitration proceeding which results in a determination that
Boatmen's is entitled to all or a portion of its requested
distribution for the subject Claims, Boatmen's shall give to Escrow
Agent (with a copy given simultaneously, by the same means, to the
Shareholders' Committee), written Instructions to distribute such
amount together with an attached copy of the arbitrator's decision (if
rendered in written form). Escrow Agent shall make such distribution
to Boatmen's not less than seven (7) nor more than fourteen (14) days
after its receipt of such Instructions and accompanying documentation.

ARTICLE FIVE

DISTRIBUTION OF ESCROW SHARES UPON TERMINATION

SECTION 5.01. TERMINATION. Subject to the provisions of
------------ -----------
Section 5.02 below, this Escrow Agreement shall terminate and the
remaining amount of the Escrow Shares shall be distributed on the
first anniversary of the Closing Date (the "Stated Termination
Date").

SECTION 5.02. RETENTION OF ESCROW SHARES FOR PENDING CLAIMS.
------------ ---------------------------------------------
Not more than four (4) weeks nor less than one (1) week prior to
the Stated Termination Date, Boatmen's may give notice (the
"Retention Notice") to Escrow Agent (with a copy given
simultaneously, by the same means, to the Shareholders' Committee)
of the existence of any Pending Claims (as defined below),
specifying the amount actually prayed for, demanded or otherwise
expressly sought or involved therein and a reasonable good faith
estimate of the amounts which may be at risk with respect to any
unspecified damages sought or otherwise involved, such as punitive
damages to be determined in the discretion of a court (the
aggregate amount thereof shall hereinafter be referred to as the
"Pending Claims Reserve") and directing Escrow Agent to retain and
continue to hold, subject to all the terms and provisions of this
Escrow Agreement, such number of Escrow Shares as equals the
quotient of A divided by B, where A equals the dollar amount of the
Pending Claims Reserve, and where B equals the Boatmen's Closing
Price. As used herein, the term "Pending Claims" shall mean any
then pending contingent or unliquidated Claim described in the
Retention Notice; provided, however, that Boatmen's shall have
-------- -------
received (and delivered a copy thereof together with the Retention
Notice to Escrow Agent and the Shareholders' Committee) an opinion
letter of Ernst & Young to the effect that the transactions
contemplated by the Agreement will continue to qualify for pooling
of interests accounting treatment under APB #16 notwithstanding the
characterization and treatment of each such pending contingent or
unliquidated Claim as a Pending Claim hereunder; provided further,
-------- -------
however, that no Claim for a tax obligation or liability shall be
- -------
deemed a Pending Claim unless, in addition to the foregoing, the
Internal Revenue Service has commenced an audit, or notified one or
more of the Corporations or Boatmen's of its intention to commence
an audit, of any tax return of any Corporation (whether or not in
connection with, or as a part of, an audit of Boatmen's) for any
tax year ending prior to or including the Closing Date. Boatmen's
shall confer and consult with the Shareholders' Committee in
connection with Boatmen's estimate of the amount necessary for the
Pending Claims Reserve, and shall make available to the
Shareholders' Committee all written information used by Boatmen's
in arriving at that amount. From time to time following the Stated
Termination Date, the Shareholders' Committee may require that the
amount of the Pending Claims Reserve be re-estimated under this
Section 5.02 as of that time, in which event the procedure for
estimation of the Pending Claims Reserve contained in this Section
5.02 shall again be followed; provided, however, that the
-------- -------
Shareholders' Committee may not require re-estimation of the
Pending Claims Reserve more often than two (2) times in any twelve
(12) month period.

A-Ex-3.01-6
266

SECTION 5.03. DISTRIBUTIONS ON OR AFTER STATED TERMINATION DATE.
------------ -------------------------------------------------
On the Stated Termination Date and again following each date
upon which the Pending Claims Reserve may be re-estimated as
described in Section 5.02, Escrow Agent shall distribute to the
Non-Dissenting Shareholders, in accordance with the Shareholder
Percentage Interests, an aggregate number of Escrow Shares equal to
the difference between A and B, where A equals the then remaining
balance of the Escrow Shares, if any, and where B equals the
quotient of (x) divided by (y), where (x) equals the dollar amount
of the then Pending Claims Reserve, and where (y) equals the
Boatmen's Closing Price.

SECTION 5.04. DISTRIBUTION UPON RESOLUTION OF PENDING CLAIMS.
------------ ----------------------------------------------
Upon the final resolution of all Pending Claims and payment to
Boatmen's pursuant to Article Four hereof of any distributions due
on account thereof, Boatmen's shall promptly give notice thereof to
Escrow Agent and Escrow Agent shall distribute as soon as
reasonably practicable the remaining Escrow Shares, if any, to the
Non-Dissenting Shareholders in accordance with the Shareholder
Percentage Interests.

ARTICLE SIX

PROVISIONS CONCERNING ESCROW AGENT

SECTION 6.01. COMPENSATION. In consideration of its
------------ ------------
obligations and duties hereunder, Escrow Agent shall be entitled to
receive its standard fees as agreed upon from time to time by
Boatmen's and the Shareholders' Committee. Such compensation shall
be paid by Boatmen's as such compensation shall be earned and
become due and one-half of the amount of such compensation shall be
deemed a Claim.

SECTION 6.02. RESPONSIBILITY OF ESCROW AGENT. Escrow Agent
------------ ------------------------------
shall have no duties or obligations other than as stated herein and
shall be protected in acting upon notices, Instructions,
agreements, certificates or other written communications, not only
as to the due execution and the validity and effectiveness of their
provisions, but also as to the truth of any information therein
contained which it shall in good faith believe to be valid. In the
event that Escrow Agent receives conflicting Instructions or is in
doubt with respect to any matter with respect to any Instructions,
Escrow Agent may, at any time, upon notice to Boatmen's and the
Shareholders' Committee, either (a) hold the Escrow Shares until
otherwise directed by an order, decree or judgment of a court of
competent jurisdiction which, by lapse of time or otherwise, shall
no longer be or shall not be subject to appeal or review or
(b) deposit the Escrow Shares in any court of competent
jurisdiction pending the final determination of any dispute among
the parties hereto. Except for its own gross negligence or willful
misconduct, Escrow Agent shall have no responsibility or liability
to any person, whether or not a party to this Escrow Agreement, for
any act or omission of any kind so long as it has acted in good
faith upon the terms and provisions of this Escrow Agreement or any
Instructions or other written communications hereafter delivered to
it as contemplated by this Escrow Agreement.

SECTION 6.03. INDEMNIFICATION. Escrow Agent shall be
------------ ---------------
indemnified and held harmless against any and all costs, losses,
claims, damages, liabilities and expenses, including reasonable
costs of investigations, court costs, attorneys' fees, and
disbursements (the "Escrow Agent Claims"), incurred by Escrow Agent
in connection with its acceptance of appointment as Escrow Agent
hereunder, including any litigation arising from this Escrow Agreement
involving the subject matter hereof; provided, however, that Escrow
-------- -------
Agent shall not be entitled to indemnification with respect to any
claim or loss caused by or arising out of its gross negligence or willful
misconduct. The party whose actions or conduct was primarily responsible
for causing the Escrow Agent Claims, as determined by the AAA in

A-Ex-3.01-7
267
accordance with the Commercial Arbitration Rules of the AAA, shall be
solely responsible to Escrow Agent for the Escrow Agent Claims.

SECTION 6.04. LEGAL ACTION. Escrow Agent shall have no
------------ ------------
obligation to take any legal action in connection with this Escrow
Agreement or towards its enforcement, or to appear in, prosecute or
defend any action or legal proceeding which would or might involve
it in any costs, expense, loss or liability unless adequate
security and indemnity shall be furnished.

ARTICLE SEVEN

MISCELLANEOUS

SECTION 7.01. AMENDMENTS. This Escrow Agreement may only be
------------ ----------
amended by a document in writing executed by the parties hereto.

SECTION 7.02. NOTICES. Any notice or other communication
------------ -------
shall be in writing and shall be deemed to have been given or made
on the date of delivery, in the case of hand delivery, one (1) day
after deposit with an overnight courier service or three (3)
business days after deposit in the United States Registered Mail,
postage prepaid, or upon receipt if transmitted by facsimile
telecopy (ultimately followed by confirmation by other means) or
any other means, addressed (in any case) as follows:

(a) if to Boatmen's:

Boatmen's Bancshares, Inc.
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63102
Attn: Gregory L. Curl

with a copy to:

Lewis, Rice & Fingersh
500 North Broadway, Ste. 2000
St. Louis, Missouri 63102
Attn: John M. Drescher, Jr.

(b) if to the Shareholders' Committee:

Joel R. Katz
5405 Shady Grove Terrace
Memphis, Tennessee 38120

Mark Wender
459 Jason Drive
Memphis, Tennessee 38118

A-Ex-3.01-8
268

Steve R. Graber
477 Jason Drive
Memphis, Tennessee 38118

Frank Robinson
1462 Le Fleur Place
Memphis, Tennessee 38120

with a copy to:

Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Attention: Frederick C. Lowinger

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

(d) or, in each case, to such other address as may be
specified in writing to each of the parties hereto.

SECTION 7.03. SUCCESSORS AND ASSIGNS. This Escrow Agreement
------------ ----------------------
shall be binding upon the parties and each of its successors and
assigns. Nothing contained in this Escrow Agreement, express or
implied, is intended to confer upon any person other than the
parties hereto and their respective successors and assigns and the
Non-Dissenting Shareholders, as aforesaid, any rights or remedies
under or by reason of this Escrow Agreement, except that Boatmen's
shall have the right to act through any of its subsidiaries,
including National Mortgage or any other Corporation after the
Closing, or any successor thereto, and such subsidiary shall be
deemed to have all the rights and powers of Boatmen's hereunder.

SECTION 7.04. COUNTERPARTS. This Escrow Agreement may be
------------ ------------
executed in any number of counterparts, each of which shall be
deemed an original but all of which together shall constitute one
and the same instrument.

SECTION 7.05. GOVERNING LAW. This agreement shall be
------------ -------------
construed and governed by the laws of the State of Missouri.

SECTION 7.06. STATUS OF ESCROW SHARES. While held pursuant
------------ -----------------------
to this Escrow Agreement, the Escrow Shares shall appear as issued
and outstanding on the balance sheet of Boatmen's and shall be
legally outstanding under applicable state law.

A-Ex-3.01-9
269

THIS ESCROW AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION
WHICH MAY BE ENFORCED BY THE PARTIES.

IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands all on the day and year first above written.

B-M HOMES, INC.

By:-------------------------------------------
Joel R. Katz
President and Chief Executive Officer

MARBEL HOMES, INC.

By:-------------------------------------------
Joel R. Katz
President and Chief Executive Officer

MACON HOMES, INC.

By:-------------------------------------------
Joel R. Katz
President and Chief Executive Officer

MARGOLIN BROS. APPLIANCE CO.

By:-------------------------------------------
Joel R. Katz
President and Chief Executive Officer

MARGOLIN BROS. REALTY CO.

By:-------------------------------------------
Joel R. Katz
President and Chief Executive Officer

A-Ex-3.01-10
270
NATIONAL BUILDERS, INC.

By:-------------------------------------------
Joel R. Katz
President and Chief Executive Officer

BOATMEN'S BANCSHARES, INC.

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

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

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

THE FOREGOING ESCROW AGREEMENT IS HEREBY ACKNOWLEDGED AND JOINED IN
AS OF THE DATE FIRST ABOVE WRITTEN BY THE UNDERSIGNED SHAREHOLDERS'
COMMITTEE:

----------------------------------------------
Joel R. Katz

----------------------------------------------
Mark Wender

----------------------------------------------
Steve R. Graber

----------------------------------------------
Frank Robinson

A-Ex-3.01-11
271

EXHIBIT 4.03
------------

COMPANIES LEGAL OPINION MATTERS
-------------------------------

1. The due incorporation, valid existence and good standing
of each Company under the laws of the state of its incorporation,
its authority to own and operate its properties, to carry on its
business as now conducted and its corporate power and authority to
enter into the Agreement, to merge with Acquisition Sub and to
consummate the corporate transactions contemplated by the
Agreement.

2. The due incorporation, valid existence and good standing
of National Mortgage and its subsidiary, and their corporate
authority to own and operate their respective properties.

3. The due incorporation, valid existence and good standing
of National Service, and its corporate power and authority to enter
into the Agreement and consummate the corporate transactions
contemplated by the Agreement.

4. With respect to each Company, (i) the number of
authorized, issued and outstanding shares of capital stock
immediately prior to the Closing being as disclosed in the
Agreement, (ii) the nonexistence of any violation of the preemptive
or subscription rights of any person, (iii) the nonexistence of any
outstanding options, warrants, or other rights to acquire, or
securities convertible into, any equity security of such Company
binding upon such Company, (iv) the nonexistence of any obligation,
contingent or otherwise, to reacquire any shares of capital stock
of such Company binding upon such Company, and (v) the nonexistence
of any outstanding stock appreciation, phantom stock or similar
rights. The opinions in clauses (ii)-(v) shall be to the knowledge
of such counsel.

5. With respect to National Mortgage, (i) the number of
authorized, issued and outstanding shares of capital stock
immediately prior to the Closing, (ii) the nonexistence of any
violation of the preemptive or subscription rights of any person,
(iii) the nonexistence of any outstanding options, warrants, or
other rights to acquire, or securities convertible into, any equity
security of National Mortgage binding upon National Mortgage,
(iv) the nonexistence of any obligation, contingent or otherwise,
to reacquire any shares of capital stock of National Mortgage
binding upon National Mortgage, and (v) the nonexistence of any
outstanding stock appreciation, phantom stock or similar rights.
The opinions in clauses (ii)-(v) shall be to the knowledge of such
counsel.

6. The National Affiliates' and, as applicable, their
subsidiaries valid ownership of and title to all of the outstanding
capital stock of National Mortgage, to the knowledge of such
counsel, free and clear of liens, security interests and
encumbrances.

7. The number of authorized, issued and outstanding shares
of capital stock of the subsidiaries being as disclosed pursuant to
Sections 5.01(d) through 5.09(d) and Section 6.02, and the
ownership thereof, to the knowledge of such counsel, free and clear
of any liens, security interests and encumbrances.

A-Ex-4.03-1
272

8. The due performance of all corporate acts and other
proceedings necessary or required to be taken by each Company and
National Service to authorize the execution, delivery and
consummation on the Closing Date of the transactions contemplated
by the Agreement.

9. The due execution and delivery of the Agreement by each
Company and National Service.

10. The Agreement constitutes a valid and binding obligation
of the Companies and National Service, enforceable against each
such Company in accordance with its terms (subject to the
provisions of bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforceability of creditors' rights
generally from time to time in effect, and equitable principles
relating to the granting of specific performance and other
equitable remedies as a matter of judicial discretion, regardless
of whether such enforceability is considered in a proceeding in
equity or at law).

11. To the knowledge of such counsel, with respect to each
Company and National Service, the execution and delivery of the
Agreement, and the consummation of the transactions contemplated
therein, does not violate or cause a default under any
organizational document (e.g. charter, articles of incorporation,
etc.) or bylaws, or, to the knowledge of such counsel, any statute,
regulation or rule or any judgment, order or decree against or
binding upon any such Company and National Service or any of the
following agreements ("Opinion Agreements") identified in
Section 6.07 of the Disclosure Schedule: (1) Agreements listed
under the heading "Publicly Traded VA and RTC mortgage-backed
transactions."; (2) FNMA and GNMA agreements listed under the
heading "Agency Servicing."; (3) Agreements listed under the
heading "Master Servicing: Ryland Mortgage Company, NMC sub-master
servicer."; (4) Agreements listed under the heading "Primary
Servicing for RTC" relating to RTC MBS Series 1992-10, -11, -14,
- -15, -17, -18P, 1993-1P, -2P, -4P and -5P.

12. To the knowledge of such counsel, with respect to National
Mortgage and its subsidiaries, the Agreement and the consummation
of the transactions contemplated therein does not violate or cause
a default under any provision of National Mortgage's or its
subsidiary's charter or bylaws, or any statute, regulation or rule
or any judgment, order or decree against or binding upon National
Mortgage or its subsidiaries or any Opinion Agreement.

13. To the knowledge of such counsel, the receipt of all
Permits and other required consents, approvals, orders or
authorizations of, or registrations, declarations or filings with
or notices to, any court, administrative agency or commission or
other governmental authority or instrumentality, required to be
obtained or made by each Company and National Mortgage in
connection with the execution and delivery of the Agreement or the
consummation of the transactions contemplated therein.

14. To the knowledge of such counsel, the nonexistence of any
actions, suits, proceedings, orders, investigations or claims
pending or threatened against or affecting the Corporations which
would have a Material Adverse Effect on the Companies or the
transactions contemplated by the Agreement.

15. Nothing has come to such counsel's attention that would
lead such counsel to believe that any information supplied by the
Companies or National Mortgage or their representatives for
inclusion in the Registration Statement (except for financial
statements or other financial information or statistical data as to
which no belief need be expressed), at the time it became effective,
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading or that any information supplied
by the Companies or National Mortgage or their representatives
for inclusion in the Prospectus (except for financial statements

A-Ex-4.03-2
273
and other financial information of statistical data as to which no
belief need be expressed), at the time of mailing and at the time of
the Stockholders' Meeting and at the Closing Date, included an untrue
statement of a material fact or omitted to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

A-Ex-4.03-3
274

EXHIBIT 4.04
------------

BOATMEN'S LEGAL OPINION MATTERS
-------------------------------

1. The due incorporation, valid existence and good standing
of Boatmen's and each Acquisition Sub, and their power and
authority to enter into the Agreement and to consummate the
transactions contemplated by the Agreement.

2. The due performance of all corporate acts and other
proceedings required to be taken by Boatmen's and each Acquisition
Sub to authorize the execution, delivery and performance of the
Agreement.

3. The due execution and delivery of the Agreement by
Boatmen's and each Acquisition Sub and the approval of the
Agreement by the shareholder of each Acquisition Sub.

4. The Agreement as a valid and binding obligation of
Boatmen's and each Acquisition Sub enforceable against Boatmen's
and each Acquisition Sub in accordance with its terms (subject to
the provisions of bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforceability of
creditors' rights generally from time to time in effect, and
equitable principles relating to the granting of specific
performance and other equitable remedies as a matter of judicial
discretion, regardless of whether such enforceability is considered
in a proceeding in equity or at law).

5. To the knowledge of such counsel, the capitalization of
Boatmen's and each Acquisition Sub being as stated in Section 7.01
of the Agreement.

6. To the knowledge of such counsel, the due authorization
and, when issued in accordance with the terms of the Agreement, the
valid issuance of the shares of Boatmen's Common to be issued
pursuant to the Agreement, such shares being fully paid and
nonassessable, with no personal liability attaching to the
ownership thereof.

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

8. To the knowledge of such counsel, the receipt of all
required consents, approvals, orders or authorizations of, or
registrations, declarations or filings with or without notices to,
any court, administrative agency or commission or other
governmental authority or instrumentality, domestic or foreign, or
any other person or entity required to be obtained or made by
Boatmen's or the Acquisition Subs in connection with the
transactions contemplated by the Agreement (other than receipt of
any Permits).

A-Ex-4.04-1
275

9. To the knowledge of such counsel, the shares of Boatmen's
Common to be issued pursuant to the Agreement have been authorized
for quotation on Nasdaq.

10. To the knowledge of such counsel, the Registration
Statement is effective under the Securities Act and no stop order
suspending the effectiveness of the Registration Statement has been
issued under the Securities Act or proceedings therefor initiated
or, to such counsel's knowledge, threatened by the SEC.

11. At the time the Registration Statement became effective
and at the Closing Date, the Registration Statement (other than the
financial statements or other financial information or statistical
data included therein and other than the information supplied by,
or on behalf of, Companies or National Mortgage or their
representatives for inclusion therein as to which no belief need be
expressed) to the knowledge of counsel, complied as to form (as
distinguished from the substance and content thereof) in all
material respects to the requirements of the Securities Act and the
rules and regulations promulgated thereunder.

12. Each document filed by Boatmen's pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
incorporated by reference in the Prospectus, at the time it was
filed or last amended (other than financial statements or other
financial information or statistical data included therein, as to
which no opinion need be rendered), to the knowledge of counsel,
complied as to form (as distinguished from the substance and
content thereof) in all material respects to the requirements of
the Exchange Act and the rules and regulations promulgated
thereunder.

13. Nothing has come to such counsel's attention that would
lead such counsel to believe that the Registration Statement
(except for financial statements or other financial information or
statistical data, or any information supplied by, or on behalf of,
Companies or National Mortgage or their representatives for
inclusion therein, as to which no belief need be expressed), at the
time it became effective, contained an untrue statement of a
material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading or that the Prospectus (except for financial statements
or other financial information or statistical data or any
information supplied by, or on behalf of, Companies or National
Mortgage or their representatives for inclusion therein, as to
which no belief need be expressed), at the time of mailing and at
the time of the Stockholders' Meeting and at the Closing Date,
included an untrue statement of a material fact or omitted to state
a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading.

A-Ex-4.04-2
276

EXHIBIT 8.02
------------

ASSET/LIABILITY TRANSFER AGREEMENT
----------------------------------

ASSET/LIABILITY TRANSFER AGREEMENT, dated as of ------------,
1994 (this "Agreement"), among B-M Homes, Inc., a Tennessee
corporation ("B-M Homes"), Macon Homes, Inc., a Tennessee
corporation ("Macon Homes"), Marbel Homes, Inc., a Tennessee
corporation ("Marbel"), National Builders, Inc., a Tennessee
corporation ("National Builders"), Margolin Bros. Realty Co., a
Tennessee corporation ("Margolin Brothers"), Berclair Apartments,
a [Tennessee corporation] ("Berclair"), Margolin Bros. Appliance
Co., a Tennessee corporation ("Margolin Brothers Appliance"),
National Home Loan Company of Mississippi, Inc., a Mississippi
corporation ("National Home Mississippi"), and
- -----------------------, a [Tennessee limited liability company]
(the "Purchaser").

W I T N E S S E T H:
-------------------

WHEREAS, upon the terms and subject to the conditions
hereinafter set forth, Macon Homes, National Builders, Margolin
Brothers, Berclair and National Home Mississippi (collectively, the
"Sellers") desire to sell, and the Purchaser desires to purchase
and acquire at fair market value, all of the right, title and
interest of the Sellers in certain assets described Herein;

WHEREAS, B-M Homes, Macon Homes, Marbel, National Builders,
Margolin Brothers, Margolin Brothers Appliance and National Home
Mississippi are among the parties to a Merger Agreement dated July
7, 1994 (the "Merger Agreement") which provides, among other
things, for the mergers (the "Mergers") of B-M Homes, Macon Homes,
Marbel, National Builders, Margolin Brothers, Margolin Brothers
Appliance and National Home Mississippi with wholly-owned
subsidiaries of Boatmen's Bancshares, Inc.; and

WHEREAS, the consummation of the transactions contemplated
hereby is a condition to the closing of the Mergers.

NOW, THEREFORE, in consideration of the premises and
agreements hereinafter set forth, the parties hereto agree as
follows:

ARTICLE I
ASSETS TO BE ACQUIRED
---------------------

Section 1.1. Acquisition of Assets. Upon the terms and
---------------------
subject to the conditions hereinafter set forth, at the Closing (as
defined in Section 2.1 hereof) the respective Sellers shall sell,
assign, transfer, convey and deliver to the Purchaser, and the
Purchaser shall purchase, acquire and accept from the respective
Sellers, all of the right, title and interest of the respective
Sellers in and to the following (collectively, the "Assets"):

(a) the home located on 3115 Mayfair Drive, Southhaven,
Mississippi owned by Macon Homes and the related Lease
Agreement dated December 1, 1993 between Macon Homes and Ralph
McNeill (the "Macon Homes Real Estate");

A-Ex-8.02-1
277

(b) the following real estate owned by National Builders
(collectively, the "National Builders Real Estate"): (i) the
Poplar Estates subdivision, (ii) the Georgian Woods
Subdivision, (iii) the Dattel subdivision, (iv) the Kirby
Woods subdivision and (v) the Cherry Valley subdivision;

(d) the Knightwoods subdivision jointly owned by National
Builders and Margolin Brothers (the "Knightwoods Real
Estate");

(e) the Installment Note Receivable owned by Berclair
(the "Berclair Note");

(f) the Amortized Notes owned by National Builders (the
"National Builders Note"); and

(g) the Note Receivable owned by National Home
Mississippi (the "National Home Mississippi Note").

Section 1.2 Assumption of Liabilities. Upon the terms and
-------------------------
subject to the conditions hereinafter set forth and except as
listed in Schedule A attached hereto, at the Closing and after
giving effect to the satisfaction of National Service Company
receivables and payables pursuant to Section 8.15 of the Merger
Agreement, the Purchaser shall (i) assume and be liable for all
liabilities, obligations and claims, whether fixed or contingent,
of B-M Homes, Macon Homes, Marbel, National Builders, Margolin
Brothers, Margolin Brothers Appliance and their respective
subsidiaries (together, the "Assumed Liabilities") and
(ii) indemnify and hold harmless the foregoing entities for any
losses incurred in connection with the Assumed Liabilities.

ARTICLE II
THE CLOSING
-----------

Section 2.1. Closing Date. Except as hereinafter provided,
------------
the closing hereunder (herein called the "Closing") shall occur at
the place and time of the closing of the Mergers contemplated by
the Merger Agreement, or at such other place as may be mutually
agreed upon by the Purchaser and the Sellers. The date of the
Closing is referred to in this Agreement as the "Closing Date."

Section 2.2. Proceedings at the Closing. (a) At the Closing,
--------------------------
the respective Sellers shall deliver the following to the Purchaser:

(i) deeds relating to the Macon Homes Real Estate, the
National Builders Real Estate, the Margolin Brothers Real
Estate and the Knightwoods Real Estate; and

(ii) the Berclair Note, the National Builders Note and the
National Home Mississippi Note, each accompanied by
appropriate endorsement.

(b) At the Closing, the Purchaser shall deliver the following:

A-Ex-8.02-2
278

(i) a check in the amount of $15,000 payable to the order
of Macon Homes in payment in full for the Macon Homes Real
Estate;

(ii) a check payable to the order of National Builders in
the amount of the following sum: (i) $72,000 in payment in
full for the National Builders Real Estate and the National
Builders' interest in the Knightwoods Real Estate, plus
(ii) an amount equal to the remaining principal amount
outstanding on the National Builders Note as of the Closing
Date;

(iii) a check in the amount of $111,500 payable to the
order of Margolin Brothers in payment in full for the Margolin
Brothers Real Estate and Margolin Brothers' interest in the
Knightwoods Real Estate;

(iv) a check payable to the order of Berclair in an amount
equal to the remaining principal amount outstanding on the
Berclair Note as of the Closing Date;

(v) a check payable to the order of National Home
Mississippi in an amount equal to the remaining principal
amount outstanding on the National Home Mississippi Note as of
the Closing Date; and

(vi) an instrument of assumption and indemnification
relating to the Assumed Liabilities.

ARTICLE III
MISCELLANEOUS
-------------

Section 3.1. Entire Agreement. This Agreement contains, and
----------------
is intended as, a complete statement of all of the terms and the
arrangements between the parties hereto with respect to the matters
provided for herein, and supersedes any previous agreements and
understandings between the parties hereto with respect to those
matters.

Section 3.2. Governing Law. This Agreement shall be governed
-------------
by and construed in accordance with the laws of the State of
Tennessee applicable to agreements made in and to be wholly
performed in such state.

Section 3.3. Notices. All notices and other communications
-------
under this Agreement shall be in writing and shall be deemed given
when delivered personally or by overnight mail, or four days after
being mailed by registered mail, return receipt requested, to a
party at the following address (or to such other address as such
party may have specified by notice given to the other parties
pursuant to this provision):

If to any of the Sellers, to:

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

A-Ex-8.02-3
279

with a copy to:

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

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

B-M HOMES, INC. MACON HOMES, INC.

By: -------------------------- By: --------------------------
Name: Name:
Title: Title:

MARBEL HOMES, INC. NATIONAL BUILDERS, INC.

By: --------------------------- By: --------------------------
Name: Name:
Title: Title:

MARGOLIN BROS. REALTY CO. MARGOLIN BROS. APPLIANCE CO.

By: --------------------------- By: --------------------------
Name: Name:
Title: Title:

NATIONAL HOME LOAN COMPANY BERCLAIR APARTMENTS
OF MISSISSIPPI, INC.

By: -------------------------- By: --------------------------
Name: Name:
Title: Title:

[ ]

By: --------------------------
Name:
Title:

A-Ex-8.02-4
280

SCHEDULE A
----------

1. The note payable of Alliance Realty Co. to NationsBank which
had an outstanding principal amount of $4,666,667 at
January 31, 1994.

2. The note payable of National Builders to [First City] which
had an outstanding principal balance of $[32,232] at May 31,
1994.

3. The trade payables of National Builders relating to its
insurance business.

4. The trade payables of Margolin Brothers relating to its data
processing.

5. The trade payables of Macon Homes relating to its optical
imaging business.

6. The trade payables of Delta Office Products relating to due
diligence/asset review.

7. Any obligation or liability described in Section 9.04 of the
Merger Agreement.

A-Ex-8.02-5
281

EXHIBIT 8.03
------------

EQUIPMENT TRANSFER AGREEMENT
----------------------------

EQUIPMENT TRANSFER AGREEMENT, dated as of ------------ 1994
(this "Agreement"), among Knight Arnold Partners, a Tennessee
general partnership ("Knight Arnold"), Delta Investment Company, a
Tennessee general partnership ("Delta Investment"), Margolin Bros.
Realty Co., a Tennessee corporation ("Margolin Brothers"), and
National Mortgage Company, a Tennessee corporation (the "Company").

W I T N E S S E T H:
-------------------

WHEREAS, upon the terms and subject to the conditions
hereinafter set forth, Knight Arnold and Delta Investment
(collectively, the "Transferors") desire to transfer, and the
Company and Margolin Brothers desire to acquire, all of the right,
title and interest of the Transferors in certain assets described
herein;

WHEREAS, Margolin Brothers and the other stockholders of the
Company are among the parties to a Merger Agreement dated July 7,
1994 (the "Merger Agreement") whereby, among other things, the
Company and Margolin Brothers will become wholly-owned subsidiaries
of Boatmen's Bancshares, Inc. (the "Mergers");

WHEREAS, the consummation of the transactions contemplated
hereby is a condition to the closing of the Mergers; and

WHEREAS, the partners of Knight Arnold and Delta Investment
will derive substantial benefits from the consummation of the
Mergers.

NOW, THEREFORE, in consideration of the premises and
agreements hereinafter set forth, the parties hereto agree as
follows:

ARTICLE I
ASSETS TO BE TRANSFERRED
------------------------

Section 1.1. Transfer of Assets. Upon the terms and subject
------------------
to the conditions hereinafter set forth, at the Closing (as defined
in Section 2.1 hereof) the Transferors shall assign, transfer,
convey and deliver to the Company, and, in the case of
Section 1.1(d) below, to Margolin Brothers, and the Company and
Margolin Brothers, as the case may be, shall accept from the
Transferors, all of the right, title and interest of the respective
Transferors in and to the following (collectively, the "Assets"):

(a) the Upgrade Davox Equipment that is the subject of
the Lease Agreement dated February 1, 1993 between Knight
Arnold and the Company;

(b) the Davox Power Dial Telephone Equipment that is the
subject of the Lease Agreement dated August 9, 1989 between
Knight Arnold and the Company;

A-Ex-8.03-1
282

(c) the Voice Response Telephone System and Automated
Attendant that is the subject of the Lease Agreement dated
July 10, 1990 between Knight Arnold and the Company;

(d) the data processing equipment that is the subject of
the Lease Agreement dated July 1, 1980, as amended, between
Delta Investment and the Company, the rights and interests as
lessee of which were assigned to Margolin Brothers;

(e) the telephone equipment that is the subject of the
Lease Agreement dated January 2, 1979, as amended, between
Delta Investment and the Company; and

(f) any other assets that are the subject of the lease
agreements listed on Schedule 5.22 of the Merger Agreement.

The Transferors represent and warrant to the Company and
Margolin Brothers that such Transferors own their respective Assets
free and clear of any liens, security interests or encumbrances.

ARTICLE II
THE CLOSING
-----------

Section 2.1. Closing Date. Except as hereinafter provided,
------------
the closing hereunder (herein called the "Closing") shall occur at
the place and time of the closing of the Mergers contemplated by
the Merger Agreement, or at such other place as may be mutually
agreed upon by the Company and the Transferors. The date of the
Closing is referred to in this Agreement as the "Closing Date."

Section 2.2. Proceedings at the Closing. At the Closing,
--------------------------
(i) the Transferors shall deliver to the Company an instrument of
assignment evidencing the transfer of Assets described in Section
1.1(a), (b), (c) and (e) (and (f), if any) hereof to the Company
and (ii) Delta Investment shall deliver to Margolin Brothers an
instrument of assignment evidencing the transfer of Assets
described in Section 1.1(d) hereof to Margolin Brothers. On the
Closing Date, each of the lease agreements described in Section 1.1
hereof shall automatically be deemed to be terminated.

ARTICLE III
MISCELLANEOUS
-------------

Section 3.1 Entire Agreement. This Agreement contains, and
----------------
is intended as, a complete statement of all of the terms and the
arrangements between the parties hereto with respect to the matters
provided for herein, and supersedes any previous agreements and
understandings between the parties hereto with respect to those
matters.

Section 3.2 Governing Law. This Agreement shall be governed
-------------
by and construed in accordance with the laws of the State of
Tennessee applicable to agreements made in and to be wholly
performed in such state.

Section 3.3 Notices. All notices and other communications
-------
under this Agreement shall be in writing and shall be deemed
given when delivered personally or by overnight mail, or four
days after being mailed by registered mail, return receipt
requested, to a party at the following address (or to such

A-Ex-8.03-2
283
other address as such party may have specified by notice given
to the other parties pursuant to this provision):

If to any of the Transferors, to:

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

with a copy to:

If to the Company or Margolin Brothers, to:

with a copy to:

Section 3.4. Binding Effect; No Assignment. This Agreement
-----------------------------
shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns. Nothing in this Agreement
shall create or be deemed to create any third party beneficiary
rights in any person not party to this Agreement. No assignment of
this Agreement or of any rights or obligations hereunder may be
made by any party (by operation of law or otherwise) without the
prior written consent of each of the other parties hereto and any
attempted assignment without such required consents shall be void.

Section 3.5. Amendments; Waivers; Termination. This Agreement
--------------------------------
may be amended, supplemented or modified, and any provision hereof
may be waived, only pursuant to a written instrument making
specific reference to this Agreement signed by each of the parties
hereto. In the event that the Merger Agreement is terminated
pursuant to the provisions thereof, this Agreement shall
automatically be deemed to be terminated.

Section 3.6. Counterparts. This Agreement may be executed in
------------
any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the
same instrument.

A-Ex-8.03-3
284

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

KNIGHT ARNOLD PARTNERS

By --------------------------------------
Name:
Title:

DELTA INVESTMENT COMPANY

By --------------------------------------
Name:
Title:

MARGOLIN BROS. REALTY CO.

By --------------------------------------
Name:
Title:

NATIONAL MORTGAGE COMPANY

By --------------------------------------
Name:
Title:

A-Ex-8.03-4
285
EXHIBIT 8.04
------------

VALUATION OF ALLIANCE REAL ESTATE
---------------------------------

The Companies and Boatmen's shall follow the terms and
provisions set forth below in connection with obtaining an
appraisal of the Alliance Real Estate (as defined below).

DEFINITIONS
- -----------

"Alliance Property Indebtedness" means all obligations or
liabilities for borrowed money, evidenced by bonds, debentures,
notes or other similar instruments, whether such obligations are
those of Alliance or others, outstanding as of the date for
determining the Net Alliance Real Estate Equity Value, and which
are secured by any mortgage, deed of trust, pledge, assignment,
lien, security interest or arrangement of any kind or nature
whatsoever encumbering the Alliance Real Estate.

"Alliance Real Estate" means the parcels of land presently
owned by Alliance or Marbel, a legal description of which is
attached hereto as Attachment A, together with all buildings,
------------
improvements, and structures located thereon, all water and mineral
rights, easements, hereditaments and appurtenances belonging to
such land, and all rights to any sewers, roadways, streets and
areas adjoining the land.

"Fair Market Value" means the price at which property would
change hands between a willing buyer and a willing seller (that are
unrelated to each other) in an arms length transaction, neither
being under any compulsion to buy or sell and both having
reasonable knowledge of relevant facts in the applicable market.

"Net Alliance Real Estate Equity Value" means the difference
between the Fair Market Value of the Alliance Real Estate
(determined in accordance with the procedures, assumptions and
qualifications set forth below) and the Alliance Property
Indebtedness outstanding as of the date of calculating the Net
Alliance Real Estate Equity Value.

DETERMINATION OF NET ALLIANCE REAL ESTATE EQUITY VALUE.
- ------------------------------------------------------

On or before the Closing Date, the Companies and Boatmen's
shall calculate and determine the Net Alliance Real Estate Equity
Value. In calculating such Net Alliance Real Estate Equity Value,
the Fair Market Value of the Alliance Real Estate shall be
determined by appraisal in the following manner. The appraised
Fair Market Value shall be determined by an MAI appraiser, who
shall be experienced as a real estate appraiser of commercial
office buildings in the Memphis, Tennessee area. Boatmen's and the
Companies hereby appoint James P. Gates of the Gates Appraisal
Company, Inc. as the appraiser. Within thirty (30) days following
the date of this Agreement, the appraiser shall proceed to appraise
the Fair Market Value of the Alliance Real Estate, using the
assumptions and qualifications set forth below, and shall report
its findings, in the form of a written appraisal, to Boatmen's and
the Companies within such period. The determination of the
appraised value pursuant to the procedures described herein shall
be final and binding on Boatmen's and the Companies. Boatmen's and
the Companies shall share equally and pay the fees and expenses of
the appraiser.

A-Ex-8.04-1
286

The Companies shall notify Boatmen's of the amount of the
Alliance Property Indebtedness as of the date of calculation of the
Net Alliance Real Estate Equity Value and, if different, as of the
Closing, and shall provide reasonable supporting documentation to
evidence the same, including, if requested, estoppel letters from
the lender(s) of the Companies regarding the Alliance Property
Indebtedness.

PRIMARY APPRAISAL ASSUMPTIONS.
- -----------------------------

In addition to any instructions provided to the appraiser by
Boatmen's or the Companies that are mutually acceptable to both,
and any reasonable assumptions and qualifications the appraiser may
choose to set forth in the appraisal, in his discretion, the
appraiser shall make the following assumptions and qualifications
regarding the Alliance Real Estate in determining the appraised
value:

1. Assume the office building of the Alliance Real Estate is
leased by a tenant under a ten year triple net
commercially reasonable lease at a fair market rental (as
if the Alliance Real Estate were subject to substantially
the same amended lease terms as the Main Office Complex).

2. Assume the existence of a recorded agreement with all
other property owners in the Main Office Complex granting
reciprocal cross easements for pedestrian and vehicular
access ways and roadways and utilities.

3. Assume the existence of a recorded agreement with all
other property owners in the Main Office Complex that is
effective only so long as the owner of the Alliance Real
Estate (or an affiliate of owner) leases as a tenant other
property in the Main Office Complex. The agreement would
provide that if any owner of other property in the Main
Office Complex desires to sell its property, as a
condition to the sale, the purchaser (or another party)
must also (i) concurrently purchase the Alliance Real
Estate, at the option of the owner of the Alliance Real
Estate, for a purchase price acceptable to purchaser and
such owner or the then appraised fair market value thereof
utilizing substantially the same assumptions as set forth
herein (and assuming that a qualified appraiser shall be
selected by the parties for such purpose), and (ii) lease
the Alliance Real Estate back to the seller on
substantially the same terms as, and for the balance of
the term of, the aforesaid amended leases for the Main
Office Complex.

A-Ex-8.04-2
287

ATTACHMENT A
------------

Legal Description of Alliance Real Estate

A-Ex-8.04-3
288

EXHIBIT 8.05(a)
---------------

RELEASE
-------

THIS RELEASE, made and executed by the UNDERSIGNED for the
benefit and in favor of B-M HOMES, INC., a Tennessee corporation,
MACON HOMES, INC., a Tennessee corporation, MARBEL HOMES, INC., a
Tennessee corporation, MARGOLIN BROS. APPLIANCE CO., a Tennessee
corporation, MARGOLIN BROS. REALTY CO., a Tennessee corporation,
NATIONAL BUILDERS, INC., a Tennessee corporation, ARKANSAS HOME
LOAN COMPANY, an Arkansas corporation, NATIONAL HOME LOAN COMPANY,
a Tennessee corporation, NATIONAL HOME LOAN COMPANY OF MISSISSIPPI,
INC., a Mississippi corporation (the foregoing corporations are
referred to herein individually as a "Company" and collectively as
the "Companies"), and the subsidiaries of such Companies (including
without limitation NATIONAL MORTGAGE COMPANY, a Tennessee
corporation ("National Mortgage")), and BOATMEN'S BANCSHARES, INC.,
a Missouri corporation ("Boatmen's").

RECITALS

A. The Companies, National Service Company, a Tennessee
corporation, Boatmen's and certain subsidiaries of Boatmen's are
parties to a certain Merger Agreement dated July 7, 1994 (the
"Merger Agreement"). The Merger Agreement generally provides for
the acquisition by merger (the "Acquisition") by Boatmen's of all
of the outstanding stock of the Companies. The undersigned has
reviewed, or has been provided an adequate opportunity to review,
the Merger Agreement.

B. The undersigned is an NMC Affiliate (as such term is
defined in the Merger Agreement) and would derive direct financial
and/or other direct or indirect benefits from consummation of the
Acquisition.

C. The Acquisition is subject to, among other things,
Boatmen's receipt of this Release from the undersigned and all of
the other NMC Affiliates.

D. The undersigned desires to give, grant and enter into this
Release in order to induce Boatmen's to consummate the Acquisition
pursuant to the Merger Agreement.

E. All terms used in this Release with initial capital
letters that are not otherwise defined herein shall have the
meaning ascribed thereto in the Merger Agreement.

In consideration of the foregoing and other good and valuable
consideration (the receipt, adequacy and sufficiency of which is
hereby acknowledged and accepted by the undersigned by his or her
execution hereof), the undersigned agrees as follows:

AGREEMENT

SECTION 1. RELEASE. The undersigned, in his or her
--------- -------
individual capacity, hereby irrevocably, unconditionally
and forever releases and discharges Boatmen's, each of the
Companies, National Mortgage and the other Corporations, their
respective directors, officers, employees, agents, successors and
assigns (the "Released Parties") from any and all claims, demands,
liabilities, obligations, damages and causes of action (personal,
statutory or otherwise) whether known or unknown, matured or

A-Ex-8.05(a)-1
289

unmatured, fixed or contingent, which the undersigned may have or
assert against the Released Parties, for any reason whatsoever, for,
or arising out of, actions or omissions occurring or matters existing
prior to or as of the date hereof, including, but not limited to, any
such matter as arises out of, relates to or is in connection with
(a) salaries, wages or other employee compensation or benefits
(including retirement or severance agreements or benefits),
(b) dividends or other shareholder distributions, except to the
extent set forth in the Escrow Agreement, (c) breaches of fiduciary
duties with respect to the transactions contemplated by the Merger
Agreement or otherwise, (d) ownership of shares of stock of any
Corporation, except to the extent disclosed on the shareholder
lists of each of the Companies included in the Disclosure Schedule,
(e) any right to be employed by or to continue in the employment of
National Mortgage or any other Corporation or to receive any
certain amount or level of salary, bonus or other compensation or
benefits, (f) obtaining any mortgage loan or other loan, or any
discounts or preferential terms thereon, from National Mortgage or
any other Corporation or any bank or other person, (g) death
benefit or disability benefit agreements or arrangements,
(h) change of control agreements or arrangements, (i) the Guaranty
Agreement, or (j) any other contracts, agreements, arrangements or
understandings whatsoever, whether written or oral, regarding any
subject matter whatsoever, except, in each case, to the extent set
forth in (A) the Merger Agreement or the Escrow Agreement, (B) any
written employment agreements to which Boatmen's is a party,
(C) that certain letter, dated June 29, 1994, from Boatmen's to Sam
S. Margolin regarding his position with National Mortgage following
the Closing, or (D) those certain agreements referred to in Exhibit
11.12 of the Merger Agreement. Notwithstanding the foregoing, this
Release shall not be construed, in any event, to release or
discharge any natural person who is a shareholder of the Companies
prior to the Closing Date from any claims, demands, liabilities,
obligations, damages or causes of action under any agreement
entered into, or to be entered into, by such person with other
shareholders of the Companies in connection with the transactions
contemplated by the Merger Agreement.

Attached hereto as Schedule A is a list of the shareholders of
each Company and the respective holdings of each shareholder,
including the undersigned. The undersigned hereby acknowledges,
represents and warrants that such Schedule A is true, correct and
complete as of the date hereof with respect to his or her stock
holdings and that the undersigned has no other stock or any
options, warrants or other rights to acquire any stock or other
ownership interest in any Company, National Mortgage or any other
Corporation.

SECTION 2. HEADINGS AND CAPTIONS. The captions of Sections
--------- ---------------------
hereof are for convenience only and shall not control or affect the
meaning or construction of any of the provisions of this Agreement.

SECTION 3. ENTIRE AGREEMENT. This Agreement constitutes the
--------- ----------------
entire agreement between the parties and supersedes and cancels any
and all prior discussions, negotiations, undertakings, agreements
in principle and other agreements between the parties relating to
the subject matter hereof.

SECTION 4. FURTHER ASSURANCES. The undersigned will execute
--------- ------------------
and deliver such further instruments and do such further acts and
things as may be required to carry out the intent and purpose of
this Agreement.

SECTION 5. GOVERNING LAW. This Agreement shall be governed
--------- -------------
by the laws of the State of Missouri.

SECTION 6. BINDING EFFECT. This Agreement shall be binding
--------- --------------
upon the undersigned and his or her legal representatives,
legatees, heirs and personal representatives.

A-Ex-8.05(a)-2
290

IN WITNESS WHEREOF, the undersigned has hereunto set his or
her hand on the day and year set forth below.

DATED: [insert the Closing Date] ----------------------
-----------------------
A-Ex-8.05(a)-3
291

Schedule A
----------

B-M HOMES, INC.

GERRY FINK 5.3396 COMMON STOCK
ROBERT FINK 5.3396 ------------
PININAH SALID 1.7799 B-M HOMES, INC.
DEENA FINK 1.7799 ---------------
ANNA FINK 1.7799
SARAH FINK 1.7799

EMILY RABINOWITZ 2.9665
MICHAEL WHITMAN 2.9665
JONATHON WHITMAN 2.9665
JENNIFER LEHRFIELD 2.9665
DANIEL WHITMAN 2.9665
BERYL WHITMAN 2.9665

SIDNEY KATZ 3.5597
JOEL KATZ 3.5597
DAVID KATZ 3.5597
JUDY KATZ 3.5597
AARON KATZ 3.5597

SYLVIA WEISSMANN &
DAVID WEISSMANN 3.5597
MARTIN FINEBERG 3.5597
LAUREN ROSENBERG 3.5597
SARAH FINEBERG 3.5597
JEREMY FINEBERG 3.5597

MICHAEL PARKER 7.5729

JEFFREY PARKER 1.7039
1991 JEFFREY PARKER TRUST 5.8690
JULIE MANTELL 7.5729
DREW PARKER 7.5729
KEITH PARKER 7.5729

STANLEY WENDER 3.0726
RAZELLE WENDER 3.0726
MARK WENDER 6.1452
JILL GOLDSTEIN 6.1452
ELLIOT WENDER 6.1452
MARGO WENDER 6.1452

FRANK ROBINSON &
BETTY ROBINSON 0.0309
RICHARD ROBINSON 10.3104
GOLDEN BEARMAN 10.3104
STACEY WYPESKI 10.3104

MARLIN GRABER 3.5333
EVELYN M. GRABER 3.5333
STEVE GRABER 7.0665
LARRY GRABER 7.0665
GLENN GRABER 7.0665
ROY GRABER 7.0665

206.0800000000

A-Ex-8.05(a)-4
292

B-M HOMES
PREFERRED STOCK OWNERSHIP
PAR VALUE $.0001 PER SHARE
==================================================================

STOCKHOLDERS B-M HOMES

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

Gerry Fink 7,244
Robert Fink 7,244
Peninah Salid 2,415
Deena Fink 2,415
Anna Fink 2,415
Sarah Fink 2,415

Emily Rabinowitz 4,025
Michael Whitman 4,025
Jonathan Whitman 4,025
Jennifer Lehrfield 4,025
Daniel Whitman 4,025
Beryl Whitman 4,025

Judy Katz 4,830
Aaron Katz 4,830
David Katz

Martin Fineberg 4,830
Sarah Fineberg 4,830
Jeremy Fineberg 4,830

Michael Parker
10,274.0000

Jeffrey Parker 1,386.9000
Jeffrey Parker Family Trust 8,887.1000
Julie Mantell 10,274.0000
Drew Parker 10,274.0000

Jill Goldstein 8,337
Margo Wender 8,337

Golden Bearman 14,002
Stacey Wypeski 14,002
-------------
158,222

A-Ex-8.05(a)-5
293

MACON HOMES, INC.

COMMON STOCK
GERRY FINK 5.2279 ------------
ROBERT FINK 5.2279 MACON HOMES, INC.
PENINAH SALI 1.7426 -----------------
DEENA FINK 1.7426
ANNA FINK 1.7426
SARAH FINK 1.7426

EMILY RABINOWITZ 2.9044
MICHAEL WHITMAN 2.9044
JONATHON WHITMAN 2.9044
JENNIFER LEHRFIELD 2.9044
DANIEL WHITMAN 2.9044
BERYL WHITMAN 2.9044

SIDNEY KATZ 3.4853
JOEL KATZ 3.4853
DAVID KATZ 3.4853
JUDY KATZ 3.4853
AARON KATZ 3.4853

SYLVIA WEISSMANN &
DAVID WEISSMANN 3.4853
MARTIN FINEBERG 3.4853
LAUREN ROSENBERG 3.4853
SARAH FINEBERG 3.4853
JEREMY FINEBERG 3.4853

MICHAEL PARKER 7.4145

JEFFREY PARKER 1.6683
1991 JEFFREY PARKER TRUST 5.7462
JULIE MANTELL 7.4145
DREW PARKER 7.4145
KEITH PARKER 7.4145

STANLEY WENDER 3.0083
RAZELLE WENDER 3.0083
MARK WENDER 6.0167
JILL GOLDSTEIN 6.0167
ELLIOT WENDER 6.0167
MARGO WENDER 6.0167

FRANK ROBINSON & BETTY ROBINSON 0.0303
RICHARD ROBINSON 10.0947
GOLDEN BEARMAN 10.0947
STACEY WYPESKI 10.0947

MARLIN GRABER 3.4594
EVELYN M. GRABER 3.4594
STEVE GRABER 6.9187
LARRY GRABER 6.9187
GLENN GRABER 6.9187
ROY GRABER 6.9187

201.7695000000

A-Ex-8.05(a)-6
294

MACON HOMES
PREFERRED STOCK OWNERSHIP
PAR VALUE $.0001 PER SHARE
=======================================================================

MACON HOMES MACON HOMES
STOCKHOLDERS PREFERRED A PREFERRED B
=======================================================================

Gerry Fink 7,338
Robert Fink 7,338
Peninah Salid 2,446 1,050
Deena Fink 2,446 1,050
Anna Fink 2,446 1,050
Sarah Fink 2,446 1,050

Emily Rabinowitz 4,077 1,749
Michael Whitman 4,077 1,749
Jonathon Whitman 4,077 1,749
Jennifer Lehrfield 4,077 1,749
Daniel Whitman 4,077 1,749
Beryl Whitman 4,077 1,749

Judy Katz 4,892 2,099
Aaron Katz 4,892 2,099
David Katz 2,099

Martin Fineberg 4,892 2,099
Sarah Fineberg 4,892 2,099
Jeremy Fineberg 4,892 2,099

Michael Parker 10,407.0000 4,466

Jeffrey Parker 1,404.9000 2,679
Jeffrey Parker Family Trust 9,002.1000 1,786
Julie Mantell 10,407.0000 4,466
Drew Parker 10,407.0000 4,466

Jill Goldstein 8,445 3,624
Margo Wender 8,445 3,624

Golden Bearman 14,182 6,086
Stacey Wypyski 14,182 6,086

-------------------------------------
160,264 64,571
=====================================

A-Ex-8.05(a)-7
295

MARBEL HOMES, INC.

GERRY FINK 6.4776 COMMON STOCK
ROBERT FINK 6.4776 ------------
PENINAH SALID 2.1592 MARBEL HOMES, INC.
DEENA FINK 2.1592 ------------------
ANNA FINK 2.1592
SARAH FINK 2.1592

EMILY RABINOWITZ 3.5987
MICHAEL WHITMAN 3.5987
JONATHON WHITMAN 3.5987
JENNIFER LEHRFIELD 3.5987
DANIEL WHITMAN 3.5987
BERYL WHITMAN 3.5987

SIDNEY KATZ 4.3184
JOEL KATZ 4.3184
DAVID KATZ 4.3184
JUDY KATZ 4.3184
AARON KATZ 4.3184

SYLVIA WEISSMANN &
DAVID WEISSMANN 4.3184
MARTIN FINEBERG 4.3184
LAUREN ROSENBERG 4.3184
SARAH FINEBERG 4.3184
JEREMY FINEBERG 4.3184

MICHAEL PARKER 9.1868

JEFFREY PARKER 2.0670
1991 JEFFREY PARKER TRUST 7.1198
JULIE MANTELL 9.1868
DREW PARKER 9.1868
KEITH PARKER 9.1868

STANLEY WENDER 3.7274
RAZELLE WENDER 3.7274
MARK WENDER 7.4549
JILL GOLDSTEIN 7.4549
ELLIOT WENDER 7.4549
MARGO WENDER 7.4549

FRANK ROBINSON & BETTY ROBINSON 0.0375
RICHARD ROBINSON 12.5077
GOLDEN BEARMAN 12.5077
STACEY WYPESKI 12.5077

MARLIN GRABER 4.2863
EVELYN M. GRABER 4.2863
STEVE GRABER 8.5726
LARRY GRABER 8.5726
GLENN GRABER 8.5726
ROY GRABER 8.5726

250.0002000000

A-Ex-8.05(a)-8
296

MARBEL HOMES
PREFERRED STOCK OWNERSHIP
PAR VALUE $.0001 PER SHARE
=======================================================================

STOCKHOLDERS MARBEL HOMES
=======================================================================

Gerry Fink 58
Robert Fink 58
Peninah Salid 19
Deena Fink 19
Anna Fink 19
Sarah Fink 19

Emily Rabinowitz 32
Michael Whitman 32
Jonathon Whitman 32
Jennifer Lehrfield 32
Daniel Whitman 32
Beryl Whitman 32

Judy Katz 38
Aaron Katz 38
David Katz

Martin Fineberg 38
Sarah Fineberg 38
Jeremy Fineberg 38

Michael Parker 82.0000

Jeffrey Parker 11.0250
Jeffrey Parker Family Trust 70.9750
Julie Mantell 82.0000
Drew Parker 82.0000

Jill Goldstein 66
Margo Wender 66

Golden Bearman 111
Stacey Wypyski 111
-------------------
1,256
===================

A-Ex-8.05(a)-9
297

MARGOLIN BROS. APPLIANCE CO.

GERRY FINK 5.6635 COMMON STOCK
ROBERT FINK 5.6635 ------------
PENINAH SALID 1.8878 MARGOLIN BROS. APPLIANCE CO.
DEENA FINK 1.8878 ----------------------------
ANNA FINK 1.8878
SARAH FINK 1.8878

EMILY RABINOWITZ 3.1464
MICHAEL WHITMAN 3.1464
JONATHON WHITMAN 3.1464
JENNIFER LEHRFIELD 3.1464
DANIEL WHITMAN 3.1464
BERYL WHITMAN 3.1464

SIDNEY KATZ 3.7757
JOEL KATZ 3.7757
DAVID KATZ 3.7757
JUDY KATZ 3.7757
AARON KATZ 3.7757

SYLVIA WEISSMANN &
DAVID WEISSMANN 3.7757
MARTIN FINEBERG 3.7757
LAUREN ROSENBERG 3.7757
SARAH FINEBERG 3.7757
JEREMY FINEBERG 3.7757

MICHAEL PARKER 8.0322

JEFFREY PARKER 1.8072
1991 JEFFREY PARKER TRUST 6.2250
JULIE MANTELL 8.0322
DREW PARKER 8.0322
KEITH PARKER 8.0322

STANLEY WENDER 3.2590
RAZELLE WENDER 3.2590
MARK WENDER 6.5179
JILL GOLDSTEIN 6.5179
ELLIOT WENDER 6.5179
MARGO WENDER 6.5179

FRANK ROBINSON &
BETTY ROBINSON 0.0328
RICHARD ROBINSON 10.9358
GOLDEN BEARMAN 10.9358
STACEY WYPESKI 10.9358

MARILYN GRABER 3.7476
EVELYN M. GRABER 3.7476
STEVE GRABER 7.4952
LARRY GRABER 7.4952
GLENN GRABER 7.4952
ROY GRABER 7.4952

218.5805000000

A-Ex-8.05(a)-10
298

MARGOLIN BROS. APPLIANCE
PREFERRED STOCK OWNERSHIP
PAR VALUE $.0001 PER SHARE
=======================================================================

MARGOLIN BROS.
STOCKHOLDERS APPLIANCES
=======================================================================

Gerry Fink 3,149
Robert Fink 3,149
Peninah Salid 1,050
Deena Fink 1,050
Anna Fink 1,050
Sarah Fink 1,050

Emily Rabinowitz 1,749
Michael Whitman 1,749
Jonathon Whitman 1,749
Jennifer Lehrfield 1,749
Daniel Whitman 1,749
Beryl Whitman 1,749

Judy Katz 2,099
Aaron Katz 2,099
David Katz

Martin Fineberg 2,099
Sarah Fineberg 2,099
Jeremy Fineberg 2,099

Michael Parker 4,466.0000

Jeffrey Parker 602.7750
Jeffrey Parker Family Trust 3,862.2250
Julie Mantell 4,466.0000
Drew Parker 4,466.0000

Jill Goldstein 3,624
Margo Wender 3,624

Golden Bearman 6,086
Stacey Wypyski 6,066
--------------------
68,750
====================

A-Ex-8.05(a)-11
299

MARGOLIN BROS. APPLIANCE CO.

GERRY FINK 5.5404 COMMON STOCK
ROBERT FINK 5.5404 ------------
PENINAH SALID 1.8468 MARGOLIN BROS. REALTY CO.
DEENA FINK 1.8468 -------------------------
ANNA FINK 1.8468
SARAH FINK 1.8468

EMILY RABINOWITZ 3.0780
MICHAEL WHITMAN 3.0780
JONATHON WHITMAN 3.0780
JENNIFER LEHRFIELD 3.0780
DANIEL WHITMAN 3.0780
BERYL WHITMAN 3.0780

SIDNEY KATZ 3.6936
JOEL KATZ 3.6936
DAVID KATZ 3.6936
JUDY KATZ 3.6936
AARON KATZ 3.6936

SYLVIA WEISSMANN &
DAVID WEISSMANN 3.6936
MARTIN FINEBERG 3.6936
LAUREN ROSENBERG 3.6936
SARAH FINEBERG 3.6936
JEREMY FINEBERG 3.6936

MICHAEL PARKER 7.8577

JEFFREY PARKER 1.7680
1991 JEFFREY PARKER TRUST 6.0897
JULIE MANTELL 7.8577
DREW PARKER 7.8577
KEITH PARKER 7.8577

STANLEY WENDER 3.1881
RAZELLE WENDER 3.1881
MARK WENDER 6.3763
JILL GOLDSTEIN 6.3763
ELLIOT WENDER 6.3763
MARGO WENDER 6.3763

FRANK ROBINSON & BETTY ROBINSON 0.0321
RICHARD ROBINSON 10.6981
GOLDEN BEARMAN 10.6981
STACEY WYPESKI 10.6981

MARLIN GRABER 3.6661
EVELYN M. GRABER 3.6661
STEVE GRABER 7.3323
LARRY GRABER 7.3323
GLENN GRABER 7.3323
ROY GRABER 7.3323

213.8296000000

A-Ex-8.05(a)-12
300

MARGOLIN BROS. APPLIANCE
PREFERRED STOCK OWNERSHIP
PAR VALUE $.0001 PER SHARE
=======================================================================

MARGOLIN BROS.
STOCKHOLDERS REALTY
=======================================================================

Gerry Fink 900
Robert Fink 900
Peninah Salid 300
Deena Fink 300
Anna Fink 300
Sarah Fink 300

Emily Rabinowitz 500
Michael Whitman 500
Jonathon Whitman 500
Jennifer Lehrfield 500
Daniel Whitman 500
Beryl Whitman 500

Judy Katz 600
Aaron Katz 600
David Katz

Martin Fineberg 600
Sarah Fineberg 600
Jeremy Fineberg 600

Michael Parker 1,276.0000

Jeffrey Parker 172.3500
Jeffrey Parker Family Trust 1,103.6500
Julie Mantell 1,276.0000
Drew Parker 1,276.0000

Jill Goldstein 1,035
Margo Wender 1,035

Golden Bearman 1,739
Stacey Wypyski 1,739
-----------------
19,652
=================

A-Ex-8.05(a)-13
301

NATIONAL BUILDERS CO.

GERRY FINK 28.0436 COMMON STOCK
ROBERT FINK 28.0436 ------------
PENINAH SALID 9.3479 NATIONAL BUILDERS, INC.
DEENA FINK 9.3479 -----------------------
ANNA FINK 9.3479
SARAH FINK 9.3479

EMILY RABINOWITZ 15.5798
MICHAEL WHITMAN 15.5798
JONATHON WHITMAN 15.5798
JENNIFER LEHRFIELD 15.5798
DANIEL WHITMAN 15.5798
BERYL WHITMAN 15.5798

SIDNEY KATZ 18.6957
JOEL KATZ 18.6957
DAVID KATZ 18.6957
JUDY KATZ 18.6957
AARON KATZ 18.6957

SYLVIA WEISSMANN &
DAVID WEISSMANN 18.6957
MARTIN FINEBERG 18.6957
LAUREN ROSENBERG 18.6957
SARAH FINEBERG 18.6957
JEREMY FINEBERG 18.6957

MICHAEL PARKER 39.7726

JEFFREY PARKER 8.9488
1991 JEFFREY PARKER TRUST 30.8238
JULIE MANTELL 39.7728
DREW PARKER 39.7726
KEITH PARKER 39.7726

STANLEY WENDER 16.1372
RAZELLE WENDER 16.1372
MARK WENDER 32.2745
JILL GOLDSTEIN 32.2745
ELLIOT WENDER 32.2745
MARGO WENDER 32.2745

FRANK ROBINSON &
BETTY ROBINSON 0.1624
RICHARD ROBINSON 54.1500
GOLDEN BEARMAN 54.1500
STACEY WYPESKI 54.1500

MARLIN GRABER 18.5567
EVELYN M. GRABER 18.5567
STEVE GRABER 37.1134
LARRY GRABER 37.1134
GLENN GRABER 37.1134
ROY GRABER 37.1134
1082.3295

A-Ex-8.05(a)-14
302

NATIONAL BUILDERS
PREFERRED STOCK OWNERSHIP
PAR VALUE $.0001 PER SHARE
=============================================================

NATIONAL
STOCKHOLDERS BUILDERS
=============================================================

Gerry Fink 7,222
Robert Fink 7,222
Peninah Salid 2,408
Deena Fink 2,408
Anna Fink 2,408
Sarah Fink 2,408

Emily Rabinowitz 4,013
Michael Whitman 4,013
Jonathon Whitman 4,013
Jennifer Lehrfield 4,013
Daniel Whitman 4,013
Beryl Whitman 4,013

Judy Katz 4,815
Aaron Katz 4,815
David Katz

Martin Fineberg 4,815
Sarah Fineberg 4,815
Jeremy Fineberg 4,815

Michael Parker 10,243.0000

Jeffrey Parker 1,382.8500
Jeffrey Parker Family Trust 8,860.1500
Julie Mantell 10,243.0000
Drew Parker 10,243.0000

Jill Goldstein 8,312
Margo Wender 8,312

Golden Bearman 13,960
Stacey Wypyski 13,960
---------------
157,745
===============

A-Ex-8.05(a)-15

303
EXHIBIT 8.05(b)
---------------

INDEMNIFICATION AGREEMENT
-------------------------

THIS INDEMNIFICATION AGREEMENT (this "Indemnification
Agreement") is made this --- day of ------, 1994 by the undersigned
persons ("Indemnitors") in favor of BOATMEN'S BANCSHARES, INC., a
Missouri corporation ("Boatmen's"), and certain other parties
specified herein.

RECITALS

A B-M Homes, Inc., a Tennessee corporation, Macon Homes,
Inc., a Tennessee corporation, Marbel Homes, Inc., a Tennessee
corporation, Margolin Bros. Appliance Co., a Tennessee corporation,
Margolin Bros. Realty Co., a Tennessee corporation, National
Builders, Inc., a Tennessee corporation, Arkansas Home Loan
Company, an Arkansas corporation, National Home Loan Company, a
Tennessee corporation, National Home Loan Company of Mississippi,
Inc., a Mississippi corporation (the foregoing corporations are
referred to herein individually as a "Company" and collectively as
the "Companies"), National Service Company, a Tennessee
corporation, Boatmen's and certain acquisition subsidiaries of
Boatmen's are parties to a certain Merger Agreement dated July 7,
1994 (the "Merger Agreement"). The Merger Agreement generally
provides for the acquisition by merger (the "Acquisition") of all
of the outstanding stock of the Companies by Boatmen's.

B. The Acquisition is subject to, among other things,
Boatmen's receipt of this Indemnification Agreement.

C. Each of the Indemnitors is a shareholder of one or more
of the Companies and, consequently, would derive direct financial
benefit, as well as other direct and indirect benefits, from
consummation of the Acquisition.

D. Indemnitors desire to enter into this Indemnification
Agreement in order to induce Boatmen's to consummate the Merger
Agreement.

E. All terms used in this Agreement with initial capital
letters that are not otherwise defined herein shall have the
meaning ascribed thereto in the Merger Agreement.

In consideration of the foregoing and other good and valuable
consideration (the receipt, adequacy and sufficiency of which are
hereby acknowledged and accepted by the parties by his or her
execution hereof), Indemnitors agree as follows:

AGREEMENT

SECTION 1. INDEMNIFICATION.
--------- ---------------

(a) Indemnitors jointly and severally hereby unconditionally,
irrevocably and absolutely agree to protect, defend, indemnify and
hold harmless Boatmen's, Companies, National Mortgage and the other
Corporations and each of their respective past, present and future
directors, shareholders, officers, employees and agents, and their
heirs, personal representatives, successors and assigns (collectively
the "Indemnitees") from any and all liabilities, obligations,
agreements, contracts, arrangements or plans, and all costs and
expenses related thereto, arising out of, based upon, relating to,
in connection with or otherwise involving the Indemnified Matters
(as defined below in this Section 1); provided, however, that
-------- -------

A-Ex-8.05(b)-1
304
in no event shall Indemnitors' aggregate obligation under this
Indemnification Agreement exceed an amount equal to five percent
(5%) of the product of A and B, where A equals the closing
price of a share of Boatmen's Common as reported on Nasdaq on the
Closing Date, and where B equals the Total Consideration, nor shall
such obligation extend to claims made after the fifth anniversary
of the Closing Date; and, provided further, however, that,
-------- ------- -------
Boatmen's shall not make any claims for indemnity hereunder for any
matter described in clause (ii) of the following sentence unless
and until it has first made a claim under the Escrow Agreement if
and to the extent that it is then possible for Boatmen's to validly
make such a claim at such time pursuant to the terms and provisions
of the Escrow Agreement (it being understood that if the Escrow
Agreement shall have terminated by its terms or if the remaining
Escrow Shares are insufficient to satisfy such claim, that this
prerequisite to indemnification hereunder shall be deemed
satisfied). As used herein, the term "Indemnified Matters" shall
mean (i) any retirement or post-retirement pension, deferred
compensation, medical or other benefits, obligations or liabilities
of National Mortgage, the National Affiliates or any other
Corporation to, or in connection with, any of their current or
former shareholders, directors, officers, employees or agents (or
any relatives, assignees or heirs of such persons), other than
those set forth on Schedule A hereto (the "Retirement Benefits"),
(ii) the inaccuracy, falsity or breach of any of the
representations and warranties made in (a) the third sentence of
Section 5.01(b), 5.02(b), 5.03(b), 5.04(b), 5.05(b), 5.06(b),
5.07(b), 5.08(b), 5.09(b) and the second sentence of Section
6.01(b) of the Merger Agreement, or (b) in Section 5.01(c),
5.02(c), 5.03(c), 5.04(c), 5.05(c), 5.06(c), 5.07(c), 5.08(c),
5.09(c) or 6.01(c) of the Merger Agreement, (c) the second or third
sentence of Section 5.01(d), 5.02(d), 5.03(d), 5.04(d), 5.05(d),
5.06(d), 5.07(d), 5.08(d), 5.09(d) or 6.02 of the Merger Agreement
or (d) in Article Twelve of the Merger Agreement; and (iii) any
payment made under, pursuant to, on account of or in connection
with the Guaranty Agreement and any expenses incurred in connection
therewith.

(b) If any claim for Retirement Benefits or other action, suit
or proceeding is commenced, or any claim, demand or amount is
assessed against any of the Indemnitees in respect of which any of
the Indemnitees proposes to demand indemnification hereunder,
Indemnitors shall be notified to that effect with reasonable
promptness. Each Indemnitee shall control the response to such
claim or defense of any such action, and may employ counsel in
defense thereof, all at the Indemnitors' expense, unless and until
Indemnitors satisfy or otherwise settle such action and obtain a
release of the Indemnitees from the party bringing such claim or
action, in a form reasonably acceptable to the Indemnitees and
their counsel. Anything herein to the contrary notwithstanding, no
Indemnitors shall be liable for any consensual settlement of any
action or claim voluntarily entered into by any Indemnitee after
the Closing which is effected without the written consent of the
Indemnitors' Committee (as hereafter defined).

(c) Anything herein to the contrary notwithstanding, in the
event that the Merger Agreement shall be terminated without the
Mergers contemplated thereby being consummated as provided therein,
this Agreement shall thereupon automatically be terminated and
shall be of no further force and effect.

SECTION 2. OBLIGATIONS OF INDEMNITORS PAYABLE UPON DEMAND.
--------- ----------------------------------------------
All obligations of Indemnitors hereunder are payable on demand.
Indemnitees may make demand and enforce collection of the
Indemnification obligation hereunder from all or any one or more of
the Indemnitors. Any amounts due and payable hereunder to any
Indemnitee by Indemnitors which are not paid within ten (10) days
after written demand hereunder from the Indemnitee with an
explanation of the amounts demanded, shall bear interest from the
date of such demand at a rate per annum equal to the corporate base
rate as announced from time to time by The Boatmen's National Bank
of St. Louis plus two percent (2%).

A-Ex-8.05(b)-2
305

SECTION 3. INDEMNITORS' COMMITTEE.
--------- ----------------------

(a) There is hereby irrevocably constituted and appointed a
committee (the "Indemnitors' Committee") to act as the respective
agent, representative, and attorney-in-fact of the Indemnitors for
all purposes and with respect to all matters arising under this
Indemnification Agreement. The powers and authority of the
Indemnitors' Committee shall include, but not be limited to, the
power and authority to amend and vary this Indemnification
Agreement as permitted herein, to give and accept notices
hereunder, to consent to settlements as provided herein and to
otherwise exercise all rights and privileges necessary and
appropriate to carry out the purposes and intent of this
Indemnification Agreement.

(b) The initial members of the Indemnitors' Committee shall
be Joel R. Katz, Mark Wender, Steve R. Graber and Frank Robinson.
In the event any member of the Indemnitors' Committee becomes
unable or unwilling to serve for any reason, then the remaining
members of the Indemnitors' Committee shall appoint a successor.
All decisions of the Indemnitors' Committee shall be made by a
majority vote. Any written instruction, agreement or notice of the
Indemnitors' Committee delivered to Boatmen's shall be deemed valid
and binding if signed by any three members of the Indemnitors'
Committee.

(d) The Indemnitors' Committee shall be entitled to rely on
any communication or document which they believe to be genuine. No
member of the Indemnitors' Committee nor any of his employees,
attorneys and other agents shall be liable for any action or
omission on their respective parts except for willful misconduct.
The members of the Indemnitors' Committee are acting for the
convenience of the Indemnitors, without compensation, and shall
have no duties or liabilities beyond those expressly assumed by
them in this Indemnification Agreement. The Indemnitors' Committee
shall not be required to make any inquiry or investigation
concerning any matter other than those expressly contemplated
hereunder, nor shall the Indemnitors' Committee be deemed to have
made any representation or warranty of any kind to any person.

SECTION 4. AMENDMENT AND MODIFICATION. No amendment,
--------- --------------------------
modification, supplement, termination, consent or waiver of any
provision of this Indemnification Agreement, nor consent to any
departure herefrom, will in any event be effective unless the same
is in writing and is signed by the party against whom enforcement
of the same is sought. Any waiver of any provision of this
Indemnification Agreement and any consent to any departure from the
terms of any provision of this Indemnification Agreement is to be
effective only in the specific instance and for the specific
purpose for which given.

SECTION 5. ASSIGNMENTS. No party may assign or transfer any
--------- -----------
of its rights or obligations under this Indemnification Agreement
to any other person without the prior written consent of the other
parties.

SECTION 6. HEADINGS AND CAPTIONS. The captions of Sections
--------- ---------------------
hereof are for convenience only and shall not control or affect the
meaning or construction of any of the provisions of this
Indemnification Agreement.

SECTION 7. ENTIRE AGREEMENT. This Indemnification Agreement
--------- ----------------
constitutes the entire agreement between the parties and supersedes
and cancels any and all prior discussions, negotiations,
undertakings, agreements in principle and other agreements between
the parties relating to the subject matter hereof.

SECTION 8. FAILURE OR DELAY. No failure on the part of any party
--------- ----------------
to exercise, and no delay in exercising, any right, power or privilege
hereunder operates as a waiver thereof; nor does any single or

A-Ex-8.05(b)-3
306
partial exercise of any right, power or privilege hereunder preclude
any other or further exercise thereof, or the exercise of any other
right, power or privilege. No notice to or demand on any party in any
case entitles such party to any other or further notice or demand in
similar or other circumstances.

SECTION 9. FURTHER ASSURANCES. The parties will execute and
--------- ------------------
deliver such further instruments and do such further acts and
things as may be required to carry out the intent and purpose of
this Indemnification Agreement.

SECTION 10. GOVERNING LAW. This Agreement shall be governed
---------- -------------
by the laws of the State of Missouri.

SECTION 11. LEGAL FEES. In the event any party brings suit
---------- ----------
to construe or enforce the terms hereof, or raises this
Indemnification Agreement as a defense in a suit brought by another
party, the prevailing party shall be entitled to recover its
reasonable attorneys' fees and expenses.

SECTION 12. NOTICES. Any notice or other communication shall
---------- -------
be in writing and shall be deemed to have been given or made on the
date of delivery, in the case of hand delivery, one (1) day after
deposit with an overnight courier service or three (3) business
days after deposit in the United States Registered Mail, postage
prepaid, or upon receipt if transmitted by facsimile telecopy
(ultimately followed by confirmation by other means) or any other
means, addressed (in any case) as follows:

(a) if to Indemnitees:

Boatmen's Bancshares, Inc.
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63102
Attn: Gregory L. Curl

with a copy to:

Lewis, Rice & Fingersh
500 North Broadway, Ste. 2000
St. Louis, Missouri 63102
Attn: John M. Drescher, Jr.

(b) if to the Indemnitors' Committee:

Joel R. Katz
5405 Shady Grove Terrace
Memphis, Tennessee 38120

Mark Wender
459 Jason Drive
Memphis, Tennessee 38118

Steve R. Graber
477 Jason Drive
Memphis, Tennessee 38118

A-Ex-8.05(b)-4
307

Frank Robinson
1462 Le Fleur Place
Memphis, Tennessee 38120

with a copy to:

Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Attention: Frederick C. Lowinger

or to such other address as any party may designate by notice to
the other parties in accordance with the terms of this Section.

SECTION 13. SUCCESSORS AND ASSIGNS. This Indemnification
---------- ----------------------
Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, assigns, legal
representatives, legatees and heirs.

IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands all on the day and year first above written.

BOATMEN'S BANCSHARES, INC.

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

INDEMNITORS:

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

A-Ex-8.05(b)-5
308

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

A-Ex-8.05(b)-6
309

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

THE FOREGOING INDEMNIFICATION AGREEMENT IS HEREBY ACKNOWLEDGED AND
JOINED IN AS OF THE DATE FIRST ABOVE WRITTEN BY THE UNDERSIGNED
INDEMNITORS' COMMITTEE:

-------------------------------------
Joel R. Katz

-------------------------------------
Steve R. Graber

-------------------------------------
Mark Wender

-------------------------------------
Frank Robinson

A-Ex-8.05(b)-7
310

Schedule A
----------

1. Any medical, dental, accidental death and dismemberment or
life insurance that is provided to any of the following persons:

BUCKNER, LARRY
COLLINS, ODESSA
DAVIDSON, MOLLYE
DOTSON, LEE OTIS
DUNCAN, WILLIAM
ELMORE, ANADA
FLOWERS, MRS. ALBERT
GAAL, MIKE
GANT, FRED
GOODMAN, LOUIS
KAHN, JAY
PARKS, THERESA
POWELL, JOHNNIE
ROBINSON, LOIS
SCHNEIDER, SAUL DAVID
SIGMAN, KATHRYN
SMITH, CARLOS
WACASER, LYLE
FRANKLIN, ABE
FRANKLIN, DAVID
LEHMAN, ALBERT

2. Any payments due to the following persons in the amounts
indicated next to their names:

DAVIDSON, PHIL $ 5,200 annually
LOSKOVE, ARTHUR 1,200 annually
FRANKLIN, ABE 14,560 annually
FRANKLIN, DAVID 14,560 annually

A-Ex-8.05(b)-8
311

3. Any post-retirement medical benefits that are to be provided
to any of the following persons:

MARGOLIN, SAM S.
KAHN, JAY
KATZ, SIDNEY M.
ALMOND, HAZEL E.
WENDER, STANLEY L.
ROBINSON, FRANK
GRABER, MARILYN
WALLER, WILSON LOREN
LOSKOVE, MARVIN J.
MOSKOVITZ, EDWIN G.
LANGE, SONDRA
BOST, FREDERICK
LAY, ERNESTINE C.
SIGH, HELEN
RAST, EDWARD D.
SKOPP, SHELDON GILBERT
HANGGI, HERBERT T., JR.
WOOD, DIANE
SAHAROVICI, LEONID
FOSHEE, FRANK
SMITH, LORETTA M.
CLEMENTS, DEBORAH
DALRYMPLE, DOROTHY
KEENUM, DEBRA S.
YOUNGBLOOD, THERESA G.
BOOKER, MICHAEL
ROBINSON, RICHARD
WEISSMANN, DAVID

4. Any liabilities or obligations to any current or former
shareholders, directors, officers, employees or agents of National
Mortgage, the National Affiliates or any other Corporation that
relate to any benefits specified in Schedule 5.17(c) or (d) to the
Merger Agreement.

A-Ex-8.05(b)-9
312

EXHIBIT 8.11
------------

FORM OF AFFILIATE AGREEMENT
---------------------------

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

Boatmen's Bancshares, Inc.
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63102

Re: Merger Agreement dated July 7, 1994 (the "Agreement") for
the acquisition of National Mortgage Company and
affiliated corporations by Boatmen's Bancshares, Inc.
("Boatmen's")

Gentlemen:

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

As used in this letter, the shares of common stock of any
Company owned by me as of ------------------------- (the date 30
days prior to the anticipated Closing Date) are referred to as the
"Pre-Merger Shares" and the shares of common stock of Boatmen's
which may be received by me in connection with the Agreement are
referred to as the "Post-Merger Shares." This letter is delivered
to Boatmen's pursuant to Section 8.11 of the Agreement.

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

1. I shall not make any sale, transfer or other
disposition of the Post-Merger Shares I receive pursuant to
the Mergers (as defined in the Agreement) in violation of the
Securities Act or the Rules and Regulations of the Commission
promulgated thereunder.

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

A-Ex-8.11-1
313

3. In no event will I sell the Pre-Merger Shares or the
Post-Merger Shares, as the case may be, or otherwise transfer
or reduce my risk relative to the Pre-Merger Shares or Post-
Merger Shares, as the case may be, during the period beginning
30 days prior to the date on which the Mergers are consummated
and ending on the date that Boatmen's has published financial
results covering at least 30 days of the combined operations
of Boatmen's and the Companies.

B. I understand and agree that:

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

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

2. Unless the transfer by me of Post-Merger Shares is a
sale made in compliance with the provisions of Rule 145(d) or
made pursuant to an effective registration statement under the
Securities Act, Boatmen's reserves the right to place the
following legend on the Certificates issued to my transferee:

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

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

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

Very truly yours,

A-Ex-8.11-2
314
EXHIBIT 8.17
------------

MODIFICATION AND TERMINATION AGREEMENT
--------------------------------------

THIS MODIFICATION AND TERMINATION AGREEMENT, dated as of
- ---------------, 1994 (this "Agreement"), among B-M Homes, Inc., a
Tennessee corporation, Macon Homes, Inc., a Tennessee corporation,
Marbel Homes, Inc., a Tennessee corporation, Margolin Bros.
Appliance Co., a Tennessee corporation, Margolin Bros. Realty Co.,
a Tennessee corporation, National Builders, Inc., a Tennessee
corporation (individually, a "Corporation" and collectively, the
"Corporations"), and the stockholders of the Corporations who are
signatories hereto (the "Stockholders").

W I T N E S S E T H:

WHEREAS, the Corporations and certain of the Stockholders have
entered into that certain Shareholder Agreement effective as of
November 29, 1991 (the "Shareholder Agreement"), providing
conditions and restrictions upon the rights of the stockholders of
the Corporations to transfer their shares; and

WHEREAS, Exhibit A to the Shareholder Agreement ("Original
Exhibit A") inaccurately set forth the common stock ownership of
the Corporations as of November 29, 1991; and

WHEREAS, the Stockholders and the Corporations desire that
such inaccuracies be fully corrected; and

WHEREAS, the Corporations, certain affiliated corporations,
Boatmen's Bancshares, Inc. ("Boatmen's"), and certain subsidiaries
thereof have entered into a Merger Agreement dated July 7, 1994
(the "Merger Agreement"), providing for the acquisition of the
Corporations and the Home Loan Companies (as defined in the Merger
Agreement) by Boatmen's; and

WHEREAS, it is a condition to Boatmen's obligations to
consummate the transactions contemplated by the Merger Agreement
that (i) within forty-five days after the execution of the Merger
Agreement, this Agreement shall be executed and all issued and
outstanding common stock certificates of the Corporations shall be
surrendered and replacement stock certificates shall be delivered
and (ii) at or prior to the Effective Time (as defined in the
Merger Agreement) the Shareholder Agreement be terminated.

NOW, THEREFORE, in consideration of the premises and of the
mutual agreements set forth herein, the parties hereto agree as
follows:

1. Each Stockholder and the Corporations hereby acknowledge
and agree that Original Exhibit A inaccurately set forth the number
of shares of common stock of each Corporation owned as of November 29,
1991 by each such Stockholder then existing, and that Exhibit A hereto
("Substitute Exhibit A") accurately sets forth such ownership as of
such date. In order that such inaccuracies may be fully corrected,
each of the Stockholders and the Corporations hereby acknowledge
and agree that the Shareholder Agreement is hereby modified by
the substitution of Substitute Exhibit A hereto for original

A-Ex-8.17-1
315
Exhibit A, and that the Shareholder Agreement shall be construed in
all respects as though Original Exhibit A had never been attached
thereto and Substitute Exhibit A had been attached thereto at the time
of the execution and delivery of the Shareholder Agreement.

2. Each of the Stockholders and the Corporations hereby
acknowledges and agrees that, except for the transfer of shares of
each of the Corporations from Michael Parker to the 1992 Michael A.
Parker Trust and from Jeffrey Parker to the 1991 Jeffrey R. Parker
Family Trust after the date of the Shareholder Agreement,
Substitute Exhibit A accurately sets forth the amount of common
stock owned as of the date hereof by each Stockholder.

3. Each Stockholder hereby acknowledges and agrees that the
certificates purportedly evidencing shares of common stock of the
Corporations currently held by each such Stockholder do not
correctly reflect such Stockholder's correct ownership.
Accordingly, each Stockholder agrees to surrender to the respective
Corporations for destruction the certificates held by such
Stockholder and the Corporations hereby agree to deliver
certificates that will accurately set forth the amount of common
stock actually owned by each such Stockholder.

4. Each Stockholder hereby waives and releases any claim such
Stockholder may have against any Corporation, or any successor in
interest to such Corporation, with respect to his, her or its
interest in any Corporation as evidenced by the certificates issued
in accordance with original Exhibit A, and will accept, without
reservation, the certificates to be issued in accordance with
Section 3 hereof as such Stockholder's sole and correct evidence of
ownership in the Corporations.

5. The Shareholder Agreement shall be terminated, effective
at the Effective Time (as defined in the Merger Agreement). In the
event the Merger Agreement is terminated in accordance with its
terms, this Section 5 shall be of no force and effect.

6. This Agreement may be executed in one or more
counterparts.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement.

- -------------------------- -----------------------------
Gerry Fink Robert Fink

- ---------------------------- ------------------------------
Peninah Salid Deena Fink

- ---------------------------- ------------------------------
Anna Fink Sarah Fink

- ---------------------------- ------------------------------
Emily Rabinowitz Michael Whitman

- ---------------------------- ------------------------------
Jonathon Whitman Jennifer Lehrfield

A-Ex-8.17-2
316

- ---------------------------- ------------------------------
Daniel Whitman Beryl Whitman

- ---------------------------- ------------------------------
Sidney Katz Joel Katz

- ---------------------------- ------------------------------
David Katz Judy Katz

- ---------------------------- ------------------------------
Aaron Katz Sylvia Weissmann

- ---------------------------- ------------------------------
David Weissmann Martin Fineberg

- ----------------------------- -------------------------------
Lauren Rosenberg Sarah Fineberg

- ----------------------------- -------------------------------
Jeremy Fineberg Michael Parker

- ----------------------------- -------------------------------
1992 Michael A. Parker Trust Jeffrey Parker

- ----------------------------- -------------------------------
1991 Jeffrey Parker Trust Julie Mantell

- ----------------------------- -------------------------------
Drew Parker Keith Parker

- ----------------------------- -------------------------------
Stanley Wender Razelle Wender

- ------------------------------ --------------------------------
Mark Wender Jill Goldstein

- ------------------------------ --------------------------------
Elliot Wender Margo Wender

- ------------------------------ --------------------------------
Frank Robinson Betty Robinson

- ------------------------------ --------------------------------
Richard Robinson Golden Bearman

- ------------------------------ --------------------------------
Stacey Wypeski Marlin Graber

A-Ex-8.17-3
317

- ------------------------------ --------------------------------
Evelyn Graber Steve Graber

- ------------------------------ --------------------------------
Larry Graber Glenn Graber

- ------------------------------
Roy Graber

B-M HOMES, INC. NATIONAL BUILDERS, INC.

By: -------------------------- By: ----------------------------
Joel Katz, President Joel Katz, President

MARGOLIN BROS. APPLIANCE CO. MACON HOMES, INC.

By: ------------------------- By: ----------------------------
Joel Katz, President Joel Katz, President

MARGOLIN BROS. REALTY CO. MARBEL HOMES, INC.

By: ------------------------- By: ----------------------------
Joel Katz, President Joel Katz, President

A-Ex-8.17-4
318

B-M HOMES, INC.

GERRY FINK 5.3396 COMMON STOCK
ROBERT FINK 5.3396 ------------
PININAH SALID 1.7799 B-M HOMES, INC.
DEENA FINK 1.7799 ---------------
ANNA FINK 1.7799
SARAH FINK 1.7799

EMILY RABINOWITZ 2.9665
MICHAEL WHITMAN 2.9665
JONATHON WHITMAN 2.9665
JENNIFER LEHRFIELD 2.9665
DANIEL WHITMAN 2.9665
BERYL WHITMAN 2.9665

SIDNEY KATZ 3.5597
JOEL KATZ 3.5597
DAVID KATZ 3.5597
JUDY KATZ 3.5597
AARON KATZ 3.5597

SYLVIA WEISSMANN &
DAVID WEISSMANN 3.5597
MARTIN FINEBERG 3.5597
LAUREN ROSENBERG 3.5597
SARAH FINEBERG 3.5597
JEREMY FINEBERG 3.5597

MICHAEL PARKER 7.5729

JEFFREY PARKER 1.7039
1991 JEFFREY PARKER TRUST 5.8690
JULIE MANTELL 7.5729
DREW PARKER 7.5729
KEITH PARKER 7.5729

STANLEY WENDER 3.0726
RAZELLE WENDER 3.0726
MARK WENDER 6.1452
JILL GOLDSTEIN 6.1452
ELLIOT WENDER 6.1452
MARGO WENDER 6.1452

FRANK ROBINSON &
BETTY ROBINSON 0.0309
RICHARD ROBINSON 10.3104
GOLDEN BEARMAN 10.3104
STACEY WYPESKI 10.3104

MARLIN GRABER 3.5333
EVELYN M. GRABER 3.5333
STEVE GRABER 7.0665
LARRY GRABER 7.0665
GLENN GRABER 7.0665
ROY GRABER 7.0665

206.0800000000

A-Ex-8.17-5
319

B-M HOMES
PREFERRED STOCK OWNERSHIP
PAR VALUE $.0001 PER SHARE
================================================================

STOCKHOLDERS B-M HOMES

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

Gerry Fink 7,244
Robert Fink 7,244
Peninah Salid 2,415
Deena Fink 2,415
Anna Fink 2,415
Sarah Fink 2,415

Emily Rabinowitz 4,025
Michael Whitman 4,025
Jonathan Whitman 4,025
Jennifer Lehrfield 4,025
Daniel Whitman 4,025
Beryl Whitman 4,025

Judy Katz 4,830
Aaron Katz 4,830
David Katz

Martin Fineberg 4,830
Sarah Fineberg 4,830
Jeremy Fineberg 4,830

Michael Parker
10,274.0000

Jeffrey Parker 1,386.9000
Jeffrey Parker Family Trust 8,887.1000
Julie Mantell 10,274.0000
Drew Parker 10,274.0000

Jill Goldstein 8,337
Margo Wender 8,337

Golden Bearman 14,002
Stacey Wypeski 14,002
-------------
158,222

A-Ex-8.17-6
320

MACON HOMES, INC.

COMMON STOCK
GERRY FINK 5.2279 ------------
ROBERT FINK 5.2279 MACON HOMES, INC.
PENINAH SALID 1.7426 -----------------
DEENA FINK 1.7426
ANNA FINK 1.7426
SARAH FINK 1.7426

EMILY RABINOWITZ 2.9044
MICHAEL WHITMAN 2.9044
JONATHON WHITMAN 2.9044
JENNIFER LEHRFIELD 2.9044
DANIEL WHITMAN 2.9044
BERYL WHITMAN 2.9044

SIDNEY KATZ 3.4853
JOEL KATZ 3.4853
DAVID KATZ 3.4853
JUDY KATZ 3.4853
AARON KATZ 3.4853

SYLVIA WEISSMANN &
DAVID WEISSMANN 3.4853
MARTIN FINEBERG 3.4853
LAUREN ROSENBERG 3.4853
SARAH FINEBERG 3.4853
JEREMY FINEBERG 3.4853

MICHAEL PARKER 7.4145

JEFFREY PARKER 1.6683
1991 JEFFREY PARKER TRUST 5.7462
JULIE MANTELL 7.4145
DREW PARKER 7.4145
KEITH PARKER 7.4145

STANLEY WENDER 3.0083
RAZELLE WENDER 3.0083
MARK WENDER 6.0167
JILL GOLDSTEIN 6.0167
ELLIOT WENDER 6.0167
MARGO WENDER 6.0167

FRANK ROBINSON & BETTY ROBINSON 0.0303
RICHARD ROBINSON 10.0947
GOLDEN BEARMAN 10.0947
STACEY WYPESKI 10.0947

MARLIN GRABER 3.4594
EVELYN M. GRABER 3.4594
STEVE GRABER 6.9187
LARRY GRABER 6.9187
GLENN GRABER 6.9187
ROY GRABER 6.9187

201.7695000000

A-Ex-8.17-7
321

MACON HOMES
PREFERRED STOCK OWNERSHIP
PAR VALUE $.0001 PER SHARE
===============================================================

MACON HOMES MACON HOMES
STOCKHOLDERS PREFERRED A PREFERRED B
===============================================================

Gerry Fink 7,338
Robert Fink 7,338
Peninah Salid 2,446 1,050
Deena Fink 2,446 1,050
Anna Fink 2,446 1,050
Sarah Fink 2,446 1,050

Emily Rabinowitz 4,077 1,749
Michael Whitman 4,077 1,749
Jonathon Whitman 4,077 1,749
Jennifer Lehrfield 4,077 1,749
Daniel Whitman 4,077 1,749
Beryl Whitman 4,077 1,749

Judy Katz 4,892 2,099
Aaron Katz 4,892 2,099
David Katz 2,099

Martin Fineberg 4,892 2,099
Sarah Fineberg 4,892 2,099
Jeremy Fineberg 4,892 2,099

Michael Parker 10,407.0000 4,466

Jeffrey Parker 1,404.9000 2,679
Jeffrey Parker Family Trust 9,002.1000 1,786
Julie Mantell 10,407.0000 4,466
Drew Parker 10,407.0000 4,466

Jill Goldstein 8,445 3,624
Margo Wender 8,445 3,624

Golden Bearman 14,182 6,086
Stacey Wypyski 14,182 6,086

---------------------------------
160,264 64,571
=================================

A-Ex-8.17-8
322

MARBEL HOMES, INC.

GERRY FINK 6.4776 COMMON STOCK
ROBERT FINK 6.4776 ------------
PENINAH SALID 2.1592 MARBEL HOMES, INC.
DEENA FINK 2.1592 ------------------
ANNA FINK 2.1592
SARAH FINK 2.1592

EMILY RABINOWITZ 3.5987
MICHAEL WHITMAN 3.5987
JONATHON WHITMAN 3.5987
JENNIFER LEHRFIELD 3.5987
DANIEL WHITMAN 3.5987
BERYL WHITMAN 3.5987

SIDNEY KATZ 4.3184
JOEL KATZ 4.3184
DAVID KATZ 4.3184
JUDY KATZ 4.3184
AARON KATZ 4.3184

SYLVIA WEISSMANN &
DAVID WEISSMANN 4.3184
MARTIN FINEBERG 4.3184
LAUREN ROSENBERG 4.3184
SARAH FINEBERG 4.3184
JEREMY FINEBERG 4.3184

MICHAEL PARKER 9.1868

JEFFREY PARKER 2.0670
1991 JEFFREY PARKER TRUST 7.1198
JULIE MANTELL 9.1868
DREW PARKER 9.1868
KEITH PARKER 9.1868

STANLEY WENDER 3.7274
RAZELLE WENDER 3.7274
MARK WENDER 7.4549
JILL GOLDSTEIN 7.4549
ELLIOT WENDER 7.4549
MARGO WENDER 7.4549

FRANK ROBINSON & BETTY ROBINSON 0.0375
RICHARD ROBINSON 12.5077
GOLDEN BEARMAN 12.5077
STACEY WYPESKI 12.5077

MARLIN GRABER 4.2863
EVELYN M. GRABER 4.2863
STEVE GRABER 8.5726
LARRY GRABER 8.5726
GLENN GRABER 8.5726
ROY GRABER 8.5726

250.0002000000

A-Ex-8.17-9
323

MARBEL HOMES
PREFERRED STOCK OWNERSHIP
PAR VALUE $.0001 PER SHARE
==============================================================

STOCKHOLDERS MARBEL HOMES

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

Gerry Fink 58
Robert Fink 58
Peninah Salid 19
Deena Fink 19
Anna Fink 19
Sarah Fink 19

Emily Rabinowitz 32
Michael Whitman 32
Jonathon Whitman 32
Jennifer Lehrfield 32
Daniel Whitman 32
Beryl Whitman 32

Judy Katz 38
Aaron Katz 38
David Katz

Martin Fineberg 38
Sarah Fineberg 38
Jeremy Fineberg 38

Michael Parker 82.0000

Jeffrey Parker 11.0250
Jeffrey Parker Family Trust 70.9750
Julie Mantell 82.0000
Drew Parker 82.0000

Jill Goldstein 66
Margo Wender 66

Golden Bearman 111
Stacey Wypyski 111
-----------------
1,256
=================

A-Ex-8.17-10
324

MARGOLIN BROS. APPLIANCE CO.

GERRY FINK 5.6635 COMMON STOCK
ROBERT FINK 5.6635 ------------
PENINAH SALID 1.8878 MARGOLIN BROS. APPLIANCE CO.
DEENA FINK 1.8878 ----------------------------
ANNA FINK 1.8878
SARAH FINK 1.8878

EMILY RABINOWITZ 3.1464
MICHAEL WHITMAN 3.1464
JONATHON WHITMAN 3.1464
JENNIFER LEHRFIELD 3.1464
DANIEL WHITMAN 3.1464
BERYL WHITMAN 3.1464

SIDNEY KATZ 3.7757
JOEL KATZ 3.7757
DAVID KATZ 3.7757
JUDY KATZ 3.7757
AARON KATZ 3.7757

SYLVIA WEISSMANN &
DAVID WEISSMANN 3.7757
MARTIN FINEBERG 3.7757
LAUREN ROSENBERG 3.7757
SARAH FINEBERG 3.7757
JEREMY FINEBERG 3.7757

MICHAEL PARKER 8.0322

JEFFREY PARKER 1.8072
1991 JEFFREY PARKER TRUST 6.2250
JULIE MANTELL 8.0322
DREW PARKER 8.0322
KEITH PARKER 8.0322

STANLEY WENDER 3.2590
RAZELLE WENDER 3.2590
MARK WENDER 6.5179
JILL GOLDSTEIN 6.5179
ELLIOT WENDER 6.5179
MARGO WENDER 6.5179

FRANK ROBINSON &
BETTY ROBINSON 0.0328
RICHARD ROBINSON 10.9358
GOLDEN BEARMAN 10.9358
STACEY WYPESKI 10.9358

MARILYN GRABER 3.7476
EVELYN M. GRABER 3.7476
STEVE GRABER 7.4952
LARRY GRABER 7.4952
GLENN GRABER 7.4952
ROY GRABER 7.4952

218.5805000000

A-Ex-8.17-11
325

MARGOLIN BROS. APPLIANCE
PREFERRED STOCK OWNERSHIP
PAR VALUE $.0001 PER SHARE
===============================================================

MARGOLIN BROS.
STOCKHOLDERS APPLIANCES
===============================================================

Gerry Fink 3,149
Robert Fink 3,149
Peninah Salid 1,050
Deena Fink 1,050
Anna Fink 1,050
Sarah Fink 1,050

Emily Rabinowitz 1,749
Michael Whitman 1,749
Jonathon Whitman 1,749
Jennifer Lehrfield 1,749
Daniel Whitman 1,749
Beryl Whitman 1,749

Judy Katz 2,099
Aaron Katz 2,099
David Katz

Martin Fineberg 2,099
Sarah Fineberg 2,099
Jeremy Fineberg 2,099

Michael Parker 4,466.0000

Jeffrey Parker 602.7750
Jeffrey Parker Family Trust 3,862.2250
Julie Mantell 4,466.0000
Drew Parker 4,466.0000

Jill Goldstein 3,624
Margo Wender 3,624

Golden Bearman 6,086
Stacey Wypyski 6,066
----------------
68,750
================

A-Ex-8.17-12
326

MARGOLIN BROS. APPLIANCE CO.

GERRY FINK 5.5404 COMMON STOCK
ROBERT FINK 5.5404 ------------
PENINAH SALID 1.8468 MARGOLIN BROS. REALTY CO.
DEENA FINK 1.8468 -------------------------
ANNA FINK 1.8468
SARAH FINK 1.8468

EMILY RABINOWITZ 3.0780
MICHAEL WHITMAN 3.0780
JONATHON WHITMAN 3.0780
JENNIFER LEHRFIELD 3.0780
DANIEL WHITMAN 3.0780
BERYL WHITMAN 3.0780

SIDNEY KATZ 3.6936
JOEL KATZ 3.6936
DAVID KATZ 3.6936
JUDY KATZ 3.6936
AARON KATZ 3.6936

SYLVIA WEISSMANN &
DAVID WEISSMANN 3.6936
MARTIN FINEBERG 3.6936
LAUREN ROSENBERG 3.6936
SARAH FINEBERG 3.6936
JEREMY FINEBERG 3.6936

MICHAEL PARKER 7.8577

JEFFREY PARKER 1.7680
1991 JEFFREY PARKER TRUST 6.0897
JULIE MANTELL 7.8577
DREW PARKER 7.8577
KEITH PARKER 7.8577

STANLEY WENDER 3.1881
RAZELLE WENDER 3.1881
MARK WENDER 6.3763
JILL GOLDSTEIN 6.3763
ELLIOT WENDER 6.3763
MARGO WENDER 6.3763

FRANK ROBINSON & BETTY ROBINSON 0.0321
RICHARD ROBINSON 10.6981
GOLDEN BEARMAN 10.6981
STACEY WYPESKI 10.6981

MARLIN GRABER 3.6661
EVELYN M. GRABER 3.6661
STEVE GRABER 7.3323
LARRY GRABER 7.3323
GLENN GRABER 7.3323
ROY GRABER 7.3323

213.8296000000

A-Ex-8.17-13
327

MARGOLIN BROS. APPLIANCE
PREFERRED STOCK OWNERSHIP
PAR VALUE $.0001 PER SHARE
===============================================================

MARGOLIN BROS.
STOCKHOLDERS REALTY
===============================================================

Gerry Fink 900
Robert Fink 900
Peninah Salid 300
Deena Fink 300
Anna Fink 300
Sarah Fink 300

Emily Rabinowitz 500
Michael Whitman 500
Jonathon Whitman 500
Jennifer Lehrfield 500
Daniel Whitman 500
Beryl Whitman 500

Judy Katz 600
Aaron Katz 600
David Katz

Martin Fineberg 600
Sarah Fineberg 600
Jeremy Fineberg 600

Michael Parker 1,276.0000

Jeffrey Parker 172.3500
Jeffrey Parker Family Trust 1,103.6500
Julie Mantell 1,276.0000
Drew Parker 1,276.0000

Jill Goldstein 1,035
Margo Wender 1,035

Golden Bearman 1,739
Stacey Wypyski 1,739
-------------------
19,652
===================

A-Ex-8.17-14
328

NATIONAL BUILDERS CO.

GERRY FINK 28.0436 COMMON STOCK
ROBERT FINK 28.0436 ------------
PENINAH SALID 9.3479 NATIONAL BUILDERS, INC.
DEENA FINK 9.3479 -----------------------
ANNA FINK 9.3479
SARAH FINK 9.3479

EMILY RABINOWITZ 15.5798
MICHAEL WHITMAN 15.5798
JONATHON WHITMAN 15.5798
JENNIFER LEHRFIELD 15.5798
DANIEL WHITMAN 15.5798
BERYL WHITMAN 15.5798

SIDNEY KATZ 18.6957
JOEL KATZ 18.6957
DAVID KATZ 18.6957
JUDY KATZ 18.6957
AARON KATZ 18.6957

SYLVIA WEISSMANN &
DAVID WEISSMANN 18.6957
MARTIN FINEBERG 18.6957
LAUREN ROSENBERG 18.6957
SARAH FINEBERG 18.6957
JEREMY FINEBERG 18.6957

MICHAEL PARKER 39.7726

JEFFREY PARKER 8.9488
1991 JEFFREY PARKER TRUST 30.8238
JULIE MANTELL 39.7728
DREW PARKER 39.7726
KEITH PARKER 39.7726

STANLEY WENDER 16.1372
RAZELLE WENDER 16.1372
MARK WENDER 32.2745
JILL GOLDSTEIN 32.2745
ELLIOT WENDER 32.2745
MARGO WENDER 32.2745

FRANK ROBINSON &
BETTY ROBINSON 0.1624
RICHARD ROBINSON 54.1500
GOLDEN BEARMAN 54.1500
STACEY WYPESKI 54.1500

MARLIN GRABER 18.5567
EVELYN M. GRABER 18.5567
STEVE GRABER 37.1134
LARRY GRABER 37.1134
GLENN GRABER 37.1134
ROY GRABER 37.1134
1082.3295

A-Ex-8.17-15
329

NATIONAL BUILDERS
PREFERRED STOCK OWNERSHIP
PAR VALUE $.0001 PER SHARE
=================================================================

NATIONAL
STOCKHOLDERS BUILDERS
=================================================================

Gerry Fink 7,222
Robert Fink 7,222
Peninah Salid 2,408
Deena Fink 2,408
Anna Fink 2,408
Sarah Fink 2,408

Emily Rabinowitz 4,013
Michael Whitman 4,013
Jonathon Whitman 4,013
Jennifer Lehrfield 4,013
Daniel Whitman 4,013
Beryl Whitman 4,013

Judy Katz 4,815
Aaron Katz 4,815
David Katz

Martin Fineberg 4,815
Sarah Fineberg 4,815
Jeremy Fineberg 4,815

Michael Parker 10,243.0000

Jeffrey Parker 1,382.8500
Jeffrey Parker Family Trust 8,860.1500
Julie Mantell 10,243.0000
Drew Parker 10,243.0000

Jill Goldstein 8,312
Margo Wender 8,312

Golden Bearman 13,960
Stacey Wypyski 13,960
---------------
157,745
===============

A-Ex-8.17-16
330
EXHIBIT 11.08
-------------

INDEX GROUP
-----------

COMPANY WEIGHTING FACTORS
- ------- -----------------

BancOne Corp. 15.29%
Bancorp Hawaii, Inc. 2.34%
CoreStates Financial Corp. 4.06%
First Bank System, Inc. 3.68%
First Fidelity Bancorporation 4.05%
Firstar Corporation 2.70%
Fleet/Norstar Financial Group, Inc. 6.07%
Huntington Bancshares Incorporated 2.11%
Meridian Bancorp, Inc. 1.93%
Comerica 3.88%
NBD Bancorp, Inc. 5.78%
Northern Trust Corporation 3.05%
Norwest Corporation 8.19%
PNC Financial Corp. 9.08%
Republic New York Corporation 3.62%
State Street Boston Corporation 4.02%
SunTrust Banks, Inc. 8.20%
U.S. Bancorp 3.56%
Wachovia Corporation 8.39%
-----
100.00%
=======

A-Ex-11.08-1
331
EXHIBIT 11.12
-------------

DESCRIPTION OF RELATED AGREEMENTS
---------------------------------

(1) Leases. New Leases for the buildings owned by family
------
shareholders comprising the Main Office Complex would be
entered into having the following major terms: (i) fair
market rental rates determined by agreement or, failing
an agreement, by a mutually agreeable independent
appraiser, and (ii) an initial term of ten (10) years,
plus mutually agreeable option periods.

(2) Alliance Building Agreements. Agreements providing for
----------------------------
(i) the "tag along" sale and leaseback of the Alliance
real estate in the event that all or a portion of the Main
Office Complex is sold, and (ii) easements and access
rights to assure the accessibility of the Alliance real
estate vis-a-vis the Main Office Complex.

(3) Escrow Agreement. The form of agreement attached as
----------------
Exhibit 3.01 to this Agreement.

(4) Asset/Liability Transfer Agreement. The form of agreement
----------------------------------
attached as Exhibit 8.02 to this Agreement.

(5) Equipment Transfer Agreement. The form of agreement
----------------------------
attached as Exhibit 8.03 to this Agreement.

(6) Modification and Termination Agreement. The form of
--------------------------------------
agreement attached as Exhibit 8.17 to this Agreement.

A-Ex-11.12-1
332

APPENDIX B

ESCROW AGREEMENT
----------------

RECITALS

C. All terms used in this Escrow Agreement with initial
capital letters that are not otherwise defined herein shall have
the meaning ascribed thereto in the Agreement.

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

B-1
333
ARTICLE ONE

ESCROW SHARES

ARTICLE TWO

GENERAL DUTIES OF ESCROW AGENT; SHAREHOLDERS' COMMITTEE

SECTION 2.02. SHAREHOLDERS' COMMITTEE.
--------------------------------------

(a) There is hereby irrevocably constituted and appointed a
committee (the "Shareholders' Committee") to act as the respective
agent, representative, and attorney-in-fact of the Non-Dissenting
Shareholders for all purposes and with respect to all matters
arising under this Escrow Agreement. The powers and authority of
the Shareholders' Committee shall include, but not be limited to,
the power and authority to amend and vary this Escrow Agreement as
permitted herein, to give and accept notices hereunder, to enter
into any agreement or other instrument with respect to the payment,
defense or settlement of the Claims or with respect to any judgment
with respect thereto, to enter into one or more

B-2
334
agreements or other
instruments in furtherance of their duties under this Escrow
Agreement, to maintain or defend any actions or claims on behalf of
the Non-Dissenting Shareholders, and to otherwise exercise all
rights and privileges necessary and appropriate to carry out the
purposes and intent of this Escrow Agreement.

ARTICLE THREE

CLAIMS; PAYMENT, SATISFACTION AND DEFENSE OF CLAIMS

(b) Environmental contamination or hazardous or toxic wastes
existing on or before the Closing Date on or with respect to any
property presently or previously owned, leased or operated by
National Mortgage or any of its subsidiaries where clean-up,
remediation or other corrective actions or measures are required
(i) under applicable law or regulation or by order or directive of
any governmental agency,

B-3
335
or (ii) as recommended or suggested by an
environmental expert retained by Boatmen's and reasonably
acceptable to the Shareholders' Committee;

(c) Any Corporation (other than National Mortgage and its
subsidiary) prior to the Closing or National Service at any time
(including without limitation the types of Claims described in
clauses (a) and (b) of this Section 3.01), except to the extent of
(i) the liabilities set forth on Schedule A to the Asset/Liability
Transfer Agreement, or (ii) indemnification liabilities to the extent
provided by Section 9.04 of the Agreement which relate to the mortgage
banking business of National Mortgage;

(f) Any matter which would have been released and discharged
by a Release executed by an NMC Affiliate who fails to do so;

(h) The Guaranty Agreement; and

SECTION 3.02. PAYMENT, SATISFACTION AND DEFENSE OF CLAIMS.
------------ -------------------------------------------
After the Effective Time, Boatmen's shall consult and confer with
the Shareholders' Committee, and endeavor to agree, regarding the
payment, satisfaction, settlement or defense of Claims on an
ongoing basis throughout the period

B-4
336
during which any Escrow Shares
are held under this Escrow Agreement. If, with respect to Claims
involving litigation or other forms of dispute resolution,
Boatmen's and the Shareholders' Committee shall fail to agree upon
any defense strategy, selection of counsel or any other aspect of
the defense or settlement of such Claims, then the decision of
Boatmen's shall be binding and controlling for all purposes;
provided, however, that Boatmen's shall not settle or enter into
- -------- -------
any agreement to settle such Claims without the prior written
agreement of the Shareholders' Committee; and provided, further,
-------- -------
however, that Boatmen's shall appeal to the first appropriate
- -------
appellate court any judgments entered on such Claims where proper
grounds exist therefor unless the Shareholders' Committee shall
agree in writing that such appeal need not be taken.

ARTICLE FOUR

REIMBURSEMENT OF CLAIMS; DISTRIBUTION OF ESCROW SHARES

SECTION 4.02. DISPUTE RESOLUTION FOR CLAIMS.
------------ -----------------------------

(b) Resolution of Disagreements. If a notice of disagreement
---------------------------
shall be delivered pursuant to Section 4.02(a), the Shareholders'
Committee and Boatmen's shall, during the twenty (20) business days
following such delivery, use their best efforts to reach agreement
on the disputed items or amounts. If Boatmen's and the
Shareholders' Committee shall so agree, they shall prepare joint
Instructions to Escrow Agent regarding any distribution that shall
be made pursuant to such agreement. If Boatmen's and the
Shareholders' Committee are unable to reach such agreement, then
either party may thereafter cause the disagreement to be submitted
to the American Arbitration Association ("AAA") for binding
arbitration in accordance with the Commercial Arbitration Rules of
the AAA (and judgment upon the award rendered by the arbitrator(s)
may be entered in any court having jurisdiction thereof). Upon
completion of any

B-5
337
such arbitration proceeding which results in a
determination that Boatmen's is entitled to all or a portion of its
requested distribution for the subject Claims, Boatmen's shall give
to Escrow Agent (with a copy given simultaneously, by the same
means, to the Shareholders' Committee), written Instructions to
distribute such amount together with an attached copy of the
arbitrator's decision (if rendered in written form). Escrow Agent
shall make such distribution to Boatmen's not less than seven (7)
nor more than fourteen (14) days after its receipt of such
Instructions and accompanying documentation.

ARTICLE FIVE

DISTRIBUTION OF ESCROW SHARES UPON TERMINATION

B-6
338

SECTION 5.03. DISTRIBUTIONS ON OR AFTER STATED TERMINATION
------------ --------------------------------------------
DATE. On the Stated Termination Date and again following each date
- ----
upon which the Pending Claims Reserve may be re-estimated as
described in Section 5.02, Escrow Agent shall distribute to the
Non-Dissenting Shareholders, in accordance with the Shareholder
Percentage Interests, an aggregate number of Escrow Shares equal to
the difference between A and B, where A equals the then remaining
balance of the Escrow Shares, if any, and where B equals the
quotient of (x) divided by (y), where (x) equals the dollar amount
of the then Pending Claims Reserve, and where (y) equals the
Boatmen's Closing Price.

ARTICLE SIX

PROVISIONS CONCERNING ESCROW AGENT

SECTION 6.03. INDEMNIFICATION. Escrow Agent shall be
------------ ---------------
indemnified and held harmless against any and all costs, losses,
claims, damages, liabilities and expenses, including reasonable
costs of investigations, court costs, attorneys' fees, and
disbursements (the "Escrow Agent Claims"), incurred by Escrow Agent
in connection with its acceptance of appointment as Escrow Agent
hereunder, including any litigation arising from this Escrow
Agreement involving the subject matter hereof; provided, however,
-------- -------
that Escrow Agent shall not be entitled to indemnification with
respect to any claim or loss caused by or arising out of its gross
negligence or willful misconduct. The party whose actions or
conduct was primarily responsible for causing the Escrow Agent
Claims, as determined by the AAA in

B-7
339
accordance with the Commercial Arbitration Rules of the AAA, shall be
solely responsible to Escrow Agent for the Escrow Agent Claims.

ARTICLE SEVEN

MISCELLANEOUS

SECTION 7.01. AMENDMENTS. This Escrow Agreement may only be
------------ ----------
amended by a document in writing executed by the parties hereto.

(a) if to Boatmen's:

Boatmen's Bancshares, Inc.
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63102
Attn: Gregory L. Curl

with a copy to:

Lewis, Rice & Fingersh
500 North Broadway, Ste. 2000
St. Louis, Missouri 63102
Attn: John M. Drescher, Jr.

(b) if to the Shareholders' Committee:

Joel R. Katz
5405 Shady Grove Terrace
Memphis, Tennessee 38120

Mark Wender
459 Jason Drive
Memphis, Tennessee 38118

B-8
340

Steve R. Graber
477 Jason Drive
Memphis, Tennessee 38118

Frank Robinson
1462 Le Fleur Place
Memphis, Tennessee 38120

with a copy to:

Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Attention: Frederick C. Lowinger

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

(d) or, in each case, to such other address as may be
specified in writing to each of the parties hereto.

SECTION 7.05. GOVERNING LAW. This agreement shall be
------------ -------------
construed and governed by the laws of the State of Missouri.

B-9
341

THIS ESCROW AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION
WHICH MAY BE ENFORCED BY THE PARTIES.

IN WITNESS WHEREOF, the parties hereto have hereunto set their
hands all on the day and year first above written.

B-M HOMES, INC.

By: ----------------------------------------------
Joel R. Katz
President and Chief Executive Officer

MARBEL HOMES, INC.

By: ----------------------------------------------
Joel R. Katz
President and Chief Executive Officer

MACON HOMES, INC.

By: ----------------------------------------------
Joel R. Katz
President and Chief Executive Officer

MARGOLIN BROS. APPLIANCE CO.

By: ----------------------------------------------
Joel R. Katz
President and Chief Executive Officer

MARGOLIN BROS. REALTY CO.

By: ----------------------------------------------
Joel R. Katz
President and Chief Executive Officer

B-10
342

NATIONAL BUILDERS, INC.

By: ----------------------------------------------
Joel R. Katz
President and Chief Executive Officer

BOATMEN'S BANCSHARES, INC.

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

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

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

THE FOREGOING ESCROW AGREEMENT IS HEREBY ACKNOWLEDGED AND JOINED IN
AS OF THE DATE FIRST ABOVE WRITTEN BY THE UNDERSIGNED SHAREHOLDERS'
COMMITTEE:

--------------------------------------------------
Joel R. Katz

--------------------------------------------------
Mark Wender

--------------------------------------------------
Steve R. Graber

--------------------------------------------------
Frank Robinson

B-11
343

APPENDIX C

DONALDSON, LUFKIN & JENRETTE
DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION
200 W. Madison Street, Chicago, Illinois 60606-3489 (312) 345-5100

December 12, 1994

Boards of Directors
National Mortgage Company
and affiliated corporations
4041 Knight Arnold Road
Memphis, TN 38118

Dear Sirs:

You have requested an update to our original opinion as to
the fairness from a financial point of view to the shareholders of
National Mortgage Company and its affiliated corporations (collectively,
the "Company") of the consideration to be received by such shareholders
pursuant to the terms of the merger agreement (the "Agreement") by
and between Boatmen's Bancshares, Inc. ("Boatmen's") and the
Company.

Pursuant to the Agreement, all of the outstanding shares of
common stock of B-M Homes, Inc., Macon Homes, Inc., Marbel Homes,
Inc., Margolin Bros. Appliance Co., Margolin Bros. Realty Co.,
National Builders, Inc., Arkansas Home Loan Company, National Home
Loan Company, Inc., and National Home Loan Company of Mississippi,
Inc. will be converted into the right to receive in the aggregate
five (5) million shares of common stock, $1.00 par value per share
of Boatmen's, subject to certain adjustments at closing pursuant to
such Agreement. The terms of the mergers (the "Mergers") are more
fully set forth in the Agreement.

In arriving at our opinion, we have reviewed the Agreement
(including the related exhibits thereto) dated July 7, 1994. We also
have reviewed financial and other information that was publicly
available or furnished to us by the Company and Boatmen's including
information provided during discussions with their respective
managements. Included in the information provided during discussions
with the respective managements were financial projections of the
Company for the period beginning February 1, 1995 and ending January 31,
1996 prepared by the management of the Company and certain financial
projections of Boatmen's for the period beginning January 1, 1995 and
ending December 31, 1996 prepared by the management of Boatmen's. In
addition, we have compared certain financial and securities data of the
Company and Boatmen's with various other companies whose securities are
traded in the public markets, reviewed the historical stock prices and
trading volumes of the common stock of Boatmen's, reviewed prices
and premiums paid in other business combinations and conducted such
other financial studies, analyses and investigations as we deemed
appropriate for purposes of this opinion. We also solicited the
interest of one other party in combining with the Company, at the
request of the Board of Directors of the Company.

C-1
344
Board of Directors
National Mortgage Company
and affiliated corporations
December 12, 1994 Page 2

In rendering our opinion, we have relied upon and assumed,
without independent verification, the accuracy, completeness and
fairness of all of the financial and other information that was
available to us from public sources, that was provided to us by the
Company and Boatmen's or its representatives, or that was otherwise
reviewed by us. With respect to the financial projections supplied to
us, we have assumed that they have been reasonably prepared on the
basis reflecting the best currently available estimates and judgments
of the managements of the Company and Boatmen's as to the future
operating and financial performance of the Company and Boatmen's,
respectively. We did not make, and have not assumed any responsibility
for, any independent evaluation of the Company's assets or liabilities
or examination of any individual loan credit files relating to the
mortgages serviced by the Company. Further, we did not verify any of
the information reviewed by us and have assumed that the allowances for
losses for Boatmen's and the Company are in the aggregate adequate to
cover all losses. Our opinion is addressed to the aggregate
consideration to be received by shareholders of National Mortgage
Company and its affiliated corporations, and you have not requested
us to address, and we have not addressed, the fairness of the
allocation of such consideration among such shareholders. We have
assumed for purposes of our opinion that the Mergers will be
treated as tax-free reorganizations. We have also assumed for
purposes of our opinion that each of the Mergers will be accounted
for as a pooling of interests under generally accepted accounting
principles.

Our opinion is necessarily based on economic, market,
financial and other conditions as they exist on, and on the
information made available to us as of, the date of this letter.
It should be understood that, although subsequent developments may
affect this opinion, we do not have any obligation to update,
revise or reaffirm this opinion. We are expressing no opinion
herein as to the price at which the common stock, $1.00 par value
per share, of Boatmen's will trade at any time. Our opinion does
not constitute a recommendation to any shareholder as to how such
shareholder should vote on the proposed transaction.

Donaldson,Lufkin & Jenrette Securities Corporation ("DLJ"), as
part of its investment banking services, is regularly engaged in
the valuation of businesses and securities in connection with
mergers, acquisitions, underwritings, sales and distributions of
listed and unlisted securities, private placements and valuations
for estate, corporate and other purposes. DLJ has performed
investment banking and other services for the Company in connection
with this transaction and is being compensated for such services;
a significant portion of such compensation is contingent upon the
consummation of the Mergers. In the ordinary course of its
business, DLJ may actively trade the equity securities of Boatmen's
for its own account and for its customers and, accordingly, may at
any time hold a long or short position in such securities.

C-2
345

Board of Directors
National Mortgage Company
and affiliated corporations
December 12, 1994 Page 3

Based upon the foregoing and such other factors as we deem
relevant, we are of the opinion that the consideration to be
received by the shareholders of the Company pursuant to the
Agreement is fair to the shareholders of the Company from a
financial point of view.

Very truly yours,

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

By:/s/ David D. Olson
----------------------------
David D. Olson
Managing Director

C-3
346

APPENDIX D

STOCKHOLDERS AGREEMENT
----------------------

STOCKHOLDERS AGREEMENT (this "Agreement") dated as of
December --, 1994 by and among National Mortgage Company, a
Tennessee corporation ("National Mortgage"), National Service
Company, a Tennessee corporation ("National Service"), and the
individuals who are signatories hereto (each individually, a
"Stockholder," and collectively, the "Stockholders").

W I T N E S S E T H :
-------------------

WHEREAS, each of the Stockholders owns capital stock of
B-M Homes, Inc., Margolin Bros. Realty Co., National Builders,
Inc., Marbel Homes, Inc., Macon Homes, Inc. and Margolin Bros.
Appliances Co., each of which is a Tennessee corporation
(collectively, the "Parent Companies");

WHEREAS, the Parent Companies are parties to the Merger
Agreement dated July 7, 1994 (the "Merger Agreement") among the
Parent Companies, Arkansas Home Loan Company, an Arkansas
corporation ("Arkansas Home"), National Home Loan Company, Inc., a
Tennessee corporation ("National Home"), National Home Loan Company
of Mississippi, Inc., a Mississippi corporation ("National Home
Mississippi"), National Service, Boatmen's Bancshares, Inc., a
Missouri corporation ("Boatmen's"), and certain wholly-owned
subsidiaries of Boatmen's, whereby certain wholly-owned
subsidiaries of Boatmen's will merge with and into the Parent
Companies, Arkansas Home, National Home and National Home
Mississippi (such mergers are hereinafter referred to individually
as a "Merger" and collectively as the "Mergers");

WHEREAS, in connection with the Mergers, the shares of
capital stock of the Parent Companies, Arkansas Home, National Home
and National Home Mississippi (each company is hereinafter referred
to as a "Target Company" and collectively as the "Target
Companies") held by the Stockholders will be cancelled and
converted into the right to receive shares of common stock, par
value $1.00 per share, of Boatmen's (the "Boatmen's Common Stock");

WHEREAS, each of the Stockholders has received and
reviewed the proxy statement/prospectus which describes the
Mergers;

WHEREAS, for federal income tax purposes, it is intended
that each Merger qualify as a reorganization within the meaning of
Section 368(a) of the Internal Revenue Code of 1986, as amended;
and

WHEREAS, the Stockholders desire to provide for various
matters relating to the Mergers and for various matters affecting
their interests as Stockholders.

NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements set forth in this Agreement, the
parties hereto agree as follows:

D-1
347

SECTION 1. Representations and Warranties. Each of the
------------------------------
Stockholders severally represents and warrants to the other parties
hereto as to himself or herself as follows:

(a) Authorization. Such Stockholder has the full right,
-------------
power and authority to execute this Agreement and to perform fully
his or her obligations hereunder. Such Stockholder has duly
executed and delivered this Agreement, and this Agreement
constitutes his, her or its legal, valid and binding obligation,
enforceable against such Stockholder in accordance with its terms.

(b) Conflicts. This Agreement does not and will not
---------
conflict with or result in the breach of any term or provision of
any agreement or instrument to which such Stockholder is a party or
by which such Stockholder is bound.

(c) Present Intention. With respect to the Merger of
-----------------
each Target Company, such Stockholder does not now have, and as of
the effective date of the respective Merger he or she will not
have, any plan, intention or arrangement to sell, transfer or
otherwise dispose of a number of shares of Boatmen's Common Stock
received in the Merger with respect to his or her ownership in such
Target Company that would reduce such Stockholder's ownership of
Boatmen's Common Stock received in the Merger to a number of shares
having a value, as of the effective date of the Merger, of less
than 55% of the value of all the formerly outstanding stock of such
Target Company owned by such Stockholder as of the same date. The
value of all the formerly outstanding shares of the Target Company
owned by such Stockholder as of the effective date of the Merger
shall be deemed to be equal to the value of the consideration as of
such effective date received by such Stockholder pursuant to the
Merger of such Target Company. For purposes of this Agreement, any
shares of capital stock of a Target Company (i) surrendered by the
Stockholder in the exercise of his or her rights to dissent under
applicable law or (ii) exchanged for cash in lieu of fractional
shares of Boatmen's Common Stock will be treated as outstanding
shares of capital stock of the Target Company on the effective date
of the Merger.

SECTION 2. Disposition of Stock. (a) Except for the
--------------------
transfers identified on Schedule I hereto (the "Permitted
Transfers"), each Stockholder agrees that, prior to the effective
date or dates of the Mergers, he or she will not sell, transfer or
otherwise dispose of any shares of capital stock of the Target
Companies.

(b) With respect to the Merger of each Target Company,
each Stockholder agrees that such Stockholder will not sell,
transfer or otherwise dispose of, prior to the effective date of
the respective Merger or during the two year period following such
effective date, a number of shares of Boatmen's Common Stock
received in such Merger that would reduce such Stockholder's
ownership of Boatmen's Common Stock received in such Merger to a
number of shares having a value, as of the effective date of the
Merger, of less than 55% of the value of all of the formerly
outstanding shares of the Target Company owned by such Stockholder
as of the date hereof; provided, however, that, without limiting
-------- -------
the foregoing, any Stockholder deemed to be an "affiliate" of one
or more of the Target Companies (as the term "affiliate" is defined
for purposes of paragraphs (c) and (d) of Rule 145 of the Rules and
Regulations of the Securities and Exchange Commission promulgated
under the Securities Act of 1933, as amended) shall not sell, transfer
or otherwise reduce his or her risk relative to the shares of capital
stock of the Target Companies or the shares of Boatmen's Common Stock
received in a Merger until Boatmen's has published financial results
covering at least 30 days of the combined operations of Boatmen's and
the Target Companies. The value of all the formerly outstanding
shares of the Target Company owned by such shareholder as of the date
hereof shall be deemed to be equal to the value of the consideration
as of the effective date of the Merger that would have been received
by such

D-2
348

Stockholder pursuant to the Merger of such Target Company assuming
that no Permitted Transfers had occurred. Shares of Boatmen's Common
Stock held in escrow pursuant to the Escrow Agreement to be entered
into between Boatmen's, the Parent Companies and the escrow agent
named therein (the "Escrow Agreement") shall be regarded as held by
the Stockholder for purposes of this Agreement. For purposes of this
Agreement, any shares of capital stock of a Target Company (i)
surrendered by the Stockholder in the exercise of his or her rights
to dissent under applicable law or (ii) exchanged for cash in lieu
of fractional shares of Boatmen's Common Stock will be treated as
outstanding shares of capital stock of the Target Company on the
effective date of the Merger. Each Stockholder acknowledges his or
her understanding that any sale by such Stockholder in violation of
this Section 2 may have an adverse tax consequence on one or more
other Stockholders and may jeopardize the accounting treatment of
the Mergers.

(c) As soon as practicable following the effective date
of the respective Mergers, each Stockholder hereby agrees to
deliver to the Shareholders Committee (as defined in the Escrow
Agreement), with respect to each Merger of a Target Company, a
certificate (the "Merger Certificate") representing his or her
Withholding Number (as defined below) of shares of Boatmen's Common
Stock. "Withholding Number," with respect to any Stockholder,
shall mean the number equal to 55% of the number of shares of
Boatmen's Common Stock that such Stockholder would have received in
a Merger assuming that no Permitted Transfers had occurred. For
purposes of determining such Withholding Number, shares of
Boatmen's Common Stock held in escrow pursuant to the Escrow
Agreement shall be regarded as held by the Stockholder. Each
Stockholder agrees that with respect to the shares of Boatmen's
Common Stock represented by his or her Merger Certificates, such
Stockholder will not, prior to the effective date of the respective
Merger or during the two year period following such effective date,
engage in any transaction, or series of transactions, which
directly or indirectly transfers, in whole or in part, the economic
consequences of beneficial ownership of such shares of Boatmen's
Common Stock.

The Shareholders Committee is hereby authorized and
directed to hold the Merger Certificates deposited with it until
the date which is the second anniversary of the effective date of
the respective Mergers. The Shareholders Committee may select a
commercial bank, trust company or other entity to act as custodian
of such Merger Certificates. Any such commercial bank or trust
company shall act only upon instructions from the Shareholders
Committee. The provisions of this Section 2(c) and the authority
of the Shareholders Committee hereunder are irrevocable and are not
subject to termination by the Stockholders or by operation of law,
whether by the death or incapacity of a Stockholder, the
termination of any trust or estate, the death or incapacity of one
or more trustees, guardians, executors or administrators under such
trust or estate, the dissolution or liquidation of any corporation
or partnership or the occurrence of any other event. If a
Stockholder should die or become incapacitated, if any trust or
estate should be terminated, if any corporation or partnership
should be dissolved or liquidated, or if any other such event
should occur before the delivery of the Merger Certificates to the
Shareholders Committee, the Merger Certificates shall nonetheless
be delivered on behalf of the Stockholders in accordance with the
terms and conditions of this Section 2(c), and any action taken by
the Shareholders Committee pursuant to this Section 2(c) shall be
valid as if such death or incapacity, termination, dissolution,
liquidation or other event had not occurred, regardless of whether
or not the Shareholders Committee shall have received notice of such
death, incapacity, termination, dissolution, liquidation or other
event.

The Stockholders shall remain the owners of the Merger
Certificates and shall have the right to vote the shares of
Boatmen's Common Stock represented by the Merger Certificates
deposited with the Shareholders Committee and to receive all
dividends and distributions thereon. It is understood

D-3
349

that the Shareholders Committee assumes no responsibility or liability
to any person other than to deal with the Merger Certificates
deposited with the Shareholders Committee in accordance with the
provisions of this Section 2(c). Each of the Stockholders, in
proportion to the Stockholder's "Contribution Percentage" set forth
in Schedule II hereto, agrees to indemnify and hold harmless the
Shareholders Committee against any expenses or losses incurred by
the Shareholders Committee in connection with the provisions of
this Section 2(c). Notwithstanding the foregoing, in the event of
any tender or exchange offer for shares of Boatmen's Common Stock,
the Shareholders Committee shall, upon the receipt of a written
instruction from a Stockholder, tender the shares represented by
such Stockholder's Merger Certificates. Each Stockholder
represents and warrants that he or she has no knowledge, as of the
date hereof, of any such tender or exchange offer for shares of
Boatmen's Common Stock.

SECTION 3. Contribution. In connection with the
------------
Mergers, the Stockholders are undertaking a number of obligations
pursuant to an Indemnification Agreement (the "Indemnification
Agreement") among Boatmen's and the Stockholders. The Stockholders
desire to provide for the allocation of responsibilities among
themselves for such obligations as set forth in this Section 3.

(a) Subject to Section 3(b) below, each Stockholder
shall contribute to the amount that any other Stockholder is
obligated to pay as a result of any and all losses, claims,
damages, liabilities and expenses, including all reasonable legal,
accounting, financial advisory and other fees (individually, a
"Loss," and collectively, "Losses") arising from or pursuant to the
Indemnification Agreement, such contribution to be in such amount
as shall result in each Stockholder bearing, as nearly as possible,
the percentage of the Losses set forth opposite such Stockholder's
name on Schedule II hereto under "Contribution Percentage";
provided, however, that if any Loss arises from or relates to
- -------- -------
Arkansas Home, National Home or National Home Mississippi
(collectively, the "Home Loan Companies"), such Loss shall be borne
entirely by the Home Loan Stockholders (as defined below) on a pro
rata basis, and the Home Loan Stockholders shall jointly and
severally indemnify and hold harmless all of the other Stockholders
from any and all such Loss. "Home Loan Stockholders" shall mean
Marlin Graber, Sidney Katz, Frank Robinson, David Weissmann,
Stanley Wender and their respective successors, assigns and
estates.

(b) Notwithstanding any provision contained herein to
the contrary, if any Loss arises from or relates to any dispute
with respect to the ownership or alleged ownership of capital stock
of the Target Companies or National Mortgage Company, a Tennessee
corporation ("National Mortgage"), by any person or among persons
who belong to the same Sub-Family Line (as defined below), such
Loss shall be borne entirely by the Stockholders who form the same
Sub-Family Line as such person or persons, and the Stockholders of
such Sub-Family Line shall jointly and severally indemnify and hold
harmless all of the other Stockholders from any and all such Loss. If any
Loss arises from or relates to any dispute between or among
persons of different Sub-Family Lines but within the same Margolin
Family Line (as defined below) with respect to the ownership or
alleged ownership of capital stock of the Target Companies or
National Mortgage, such Loss shall be borne entirely by the persons
who form the same Margolin Family Line, and the Stockholders of such
Margolin Family Line shall jointly and severally indemnify and hold
harmless all of the other Stockholders from any and all such Loss. If
any Loss arises from or relates to any dispute between or among persons
of different Sub-Family Lines and different Margolin Family Lines with
respect to the ownership or alleged ownership of capital stock of the
Target Companies or National Mortgage, such Loss shall be borne
entirely by the persons who form the Margolin Family Lines involved in
the dispute, and the Stockholders of such Margolin Family Lines shall
jointly and severally indemnify and hold harmless all of the other
Stockholders, if any, from any and all such Loss.

D-4
350

"Margolin Family Line" shall mean the Sam Margolin Family
Line, the Joseph Margolin Family Line or the Ben Margolin Family
Line, as the case may be.

"Sam Margolin Family Line" shall mean the Gerry M. Fink
Sub-Family Line, the Sylvia M. Weissmann Sub-Family Line, the Emily
M. Rabinowitz Sub-Family Line and the Elaine M. Katz Sub-Family
Line.

"Joseph Margolin Family Line" shall mean the Evelyn M.
Graber Sub-Family Line and the Betty M. Robinson Sub-Family Line.

"Ben Margolin Family Line" shall mean the Razelle M.
Wender Sub-Family Line and the Shirley M. Parker Sub-Family Line.

"Sub-Family Line" shall mean any of the Sub-Family Lines
that comprise the Sam Margolin Family Line, the Joseph Margolin
Family Line or the Ben Margolin Family Line, as the case may be,
and, in each case, shall include spouses and former spouses of any
member of the Sub-Family Line and any person who claims any
interest in the Target Companies from, by or through any such
spouse or former spouse.

"Gerry M. Fink Sub-Family Line" shall mean the
descendants of Gerry M. Fink who are Family Members; a Qualified
Trust for a spouse or a descendant of such a Family Member; Robert
Fink; and Gerry M. Fink.

"Sylvia M. Weissmann Sub-Family Line" shall mean the
descendants of Sylvia M. Weissmann who are Family Members; a
Qualified Trust for a spouse or a descendant of such a Family
Member; David Weissmann; and Sylvia M. Weissmann.

"Emily M. Rabinowitz Sub-Family Line" shall mean the
descendants of Emily M. Rabinowitz who are Family Members; a
Qualified Trust for a spouse or a descendant of such a Family
Member; and Emily M. Rabinowitz.

"Elaine M. Katz Sub-Family Line" shall mean the
descendants of Elaine M. Katz who are Family Members; a Qualified
Trust for a spouse or a descendant of such a Family Member; and
Sidney Katz.

"Evelyn M. Graber Sub-Family Line" shall mean the
descendants of Evelyn M. Graber who are Family Members; a Qualified
Trust for a spouse or a descendant of such a Family Member; Marlin
Graber; and Evelyn M. Graber.

"Betty M. Robinson Sub-Family Line" shall mean the
descendants of Betty M. Robinson who are Family Members; a
Qualified Trust for a spouse or a descendant of such a Family
Member; Frank Robinson; and Betty M. Robinson.

"Razelle M. Wender Sub-Family Line" shall mean the
descendants of Razelle M. Wender who are Family Members; a
Qualified Trust for a spouse or a descendant of such a Family
Member; Stanley Wender; and Razelle M. Wender.

D-5
351

"Shirley M. Parker Sub-Family Line" shall mean the
descendants of Shirley M. Parker who are Family Members; a
Qualified Trust for a spouse or a descendant of such a Family
Member; and Shirley M. Parker.

"Family Members" shall mean Frank Robinson, Stanley
Wender, Sidney Katz, Marlin Graber, David Weissmann, Robert Fink;
or a descendant of Ben Margolin, Joseph Margolin or Sam Margolin
who is sui juris, including such descendant serving as custodian
--- -----
under an applicable Uniform Gifts to Minors Act or a similar type
statute, as guardian, or as conservator for a descendant of Ben
Margolin, Joseph Margolin, or Sam Margolin who is not sui juris, or
--- -----
is not competent. For purposes of this paragraph the term "Family
Member" shall include all persons who have been legally adopted by
Family Members prior to reaching seven years of age (including such
persons placed for adoption with Family Members until such time as
the adoption procedures terminate without such adoption being
legally completed).

(c) A contributing or indemnifying party shall make
payments of all amounts required to be paid pursuant to this
Section 3 from time to time promptly upon receipt of bills or
invoices containing reasonable detail relating thereto or otherwise
properly due and payable.

SECTION 4. Escrow Agreement Matters. (a) As noted in
------------------------
Section 2(b) above, Boatmen's and the Parent Companies are parties
to the Escrow Agreement. Each Stockholder acknowledges that a
portion of the shares of Boatmen's Common Stock issuable in the
Mergers will be placed into escrow and released in accordance with
the provisions of the Escrow Agreement. In the event that a
distribution (a "Home Loan Distribution") of shares of Boatmen's
Common Stock is made to Boatmen's under the Escrow Agreement in
respect of a Claim (as defined in the Escrow Agreement) arising
from or relating to the Home Loan Companies, the Home Loan
Stockholders, on a pro rata basis, shall pay in cash to each
Stockholder who is not a Home Loan Stockholder his or her
Stockholder HL Adjustment (as defined below). Any such payment
shall be made within five business days of the later of (i) the
first anniversary of the Closing Date (as defined in the Escrow
Agreement), and (ii) the date on which a Home Loan Distribution to
Boatmen's is made (the later of clauses (i) and (ii) being referred
to herein as the "Home Loan Adjustment Date"). "Stockholder HL
Adjustment" shall mean, with respect to any Stockholder who is not
a Home Loan Stockholder, the amount equal to the product of (i) the
difference obtained by subtracting (x) the number of shares of
Boatmen's Common Stock distributed to such Stockholder pursuant to
the Escrow Agreement from (y) the number of shares of Boatmen's
Common Stock which would have been distributed to such Stockholder
pursuant to the Escrow Agreement if there had not been a Home Loan
Distribution to Boatmen's, multiplied by (ii) the closing price per
share of Boatmen's Common Stock on the Nasdaq Stock Market's
National Market ("Nasdaq") on the Home Loan Adjustment Date.

(b) In the event that a distribution (a "Shareownership
Distribution") of shares of Boatmen's Common Stock is made to
Boatmen's under the Escrow Agreement in respect of a Claim arising
from or relating to any dispute involving the ownership or alleged
ownership of capital stock of the Target Companies or National
Mortgage (i) by a person or among persons who belong to the same
Sub-Family Line, (ii) between or among persons of different Sub-
Family Lines but within the same Margolin Family Line or (iii)
between or among persons of different Sub-Family Lines and
different Margolin Family Lines, then (x) the Stockholders who form
the same Sub-Family Line, in the case of clause (i), (y) the
Stockholders who form the same Margolin Family Line, in the case of
clause (ii), and (z) the Stockholders who form the Margolin Family
Lines involved in the dispute, in the case of clause (iii), shall
in each case jointly and severally pay in cash to each Stockholder
who is not a member of such

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Sub-Family Lines or Margolin Family Lines involved in such dispute, as
the case may be, his or her Shareownership Adjustment (as defined
below). Any such payment shall be made within five business days of
the later of (i) the first anniversary of the Closing Date, and (ii)
the date on which a Shareownership Distribution to Boatmen's is made
(the later of clauses (i) and (ii) of this sentence being referred to
as the "Shareownership Adjustment Date"). "Shareownership Adjustment"
shall mean, with respect to any Stockholder who is not a member of
such Sub-Family Lines or Margolin Family Lines involved in the
dispute, as the case may be, the amount equal to the product of (i)
the difference obtained by subtracting (x) the number of shares of
Boatmen's Common Stock distributed to such Stockholder pursuant to
the Escrow Agreement from (y) the number of shares of Boatmen's
Common Stock which would have been distributed to such Stockholder
pursuant to the Escrow Agreement if there had not been a
Shareownership Distribution to Boatmen's, multiplied by (ii) the
closing price per share of Boatmen's Common Stock on Nasdaq on the
Shareownership Adjustment Date.

SECTION 5. Custody Arrangements. (a) Certain of the
--------------------
Stockholders are parties to the Modification and Termination
Agreement relating to their holdings of capital stock of the Parent
Companies. Pursuant to such Modification and Termination
Agreement, certain of the Stockholders (the "Exchanging
Stockholders") have agreed to exchange their existing certificates
representing their holdings of the common stock of the Parent
Companies for new, corrected certificates (the "Certificates").
Each of the Exchanging Stockholders hereby agrees to deliver his or
her Certificates to National Mortgage as custodian (the
"Custodian") for the account of such Exchanging Stockholder. The
Custodian is hereby authorized and directed to hold the
Certificates deposited with it, and at the closing of the Mergers
the Custodian shall deliver such Certificates for the accounts of
the Exchanging Stockholders to Boatmen's Trust Company, the
exchange agent in the Mergers. If the Merger Agreement shall have
been terminated, then, upon the written request of an Exchanging
Stockholder, the Custodian shall return to such Exchanging
Stockholder the Certificates deposited with the Custodian.

(b) The provisions of this Section 5 and the authority
of the Custodian hereunder are irrevocable and are not subject to
termination by the Exchanging Stockholders or by operation of law,
whether by the death or incapacity of an Exchanging Stockholder,
the termination of any trust or estate, the death or incapacity of
one or more trustees, guardians, executors or administrators under
such trust or estate, the dissolution or liquidation of any
corporation or partnership or the occurrence of any other event.
If an Exchanging Stockholder should die or become incapacitated, if
any trust or estate should be terminated, if any corporation or
partnership should be dissolved or liquidated, or if any other such
event should occur before the delivery of the Certificates to
Boatmen's Trust Company, the Certificates shall nonetheless be
delivered on behalf of the Exchanging Stockholders in accordance
with the terms and conditions of this Section 5, and any action
taken by the Custodian pursuant to this Section 5 shall be valid as
if such death or incapacity, termination, dissolution, liquidation
or other event had not occurred, regardless of whether or not the
Custodian shall have received notice of such death, incapacity,
termination, dissolution, liquidation or other event.

(c) Until the delivery of the Certificates at the
closing of the Mergers to Boatmen's Trust Company, the Exchanging
Stockholders shall remain the owners of the Certificates and shall
have the right to vote the shares of common stock represented by
the Certificates deposited with the Custodian and to receive all
dividends and distributions thereon.

(d) It is understood that the Custodian assumes no
responsibility or liability to any person other than to deal with
the Certificates deposited with the Custodian in accordance with
the provisions of this Section 5.

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SECTION 6. National Service Company. In connection with
------------------------
Sections 12.02 and 12.04 of the Merger Agreement relating to the
dissolution of National Service and the repayment by National
Service of all amounts owed to any person other than a Corporation
(as defined in the Merger Agreement), each of the Stockholders
agrees to pay to National Service an amount which shall result in
each Stockholder paying, as nearly as possible, the percentage of
the National Service Deficit (as defined below) set forth opposite
such Stockholder's name on Schedule II hereto under "Contribution
Percentage." The amount owed by each of the Stockholders shall be
calculated by the Board of Directors of National Service and a
statement describing such calculations and amounts shall be
delivered to each Stockholder no later than five business days
prior to the effective date of the Mergers. Each Stockholder shall
deliver to National Service a check or cash in the amount of such
Stockholder's obligations under this Section 6 no later than the
business day immediately preceding the effective date of the
Mergers. In the event that a Stockholder shall fail to make timely
payment in full to National Service, the unpaid amounts shall
accrue interest, from and including the effective date of the
Mergers until the unpaid amounts are paid in full, at a per annum
rate of interest equal to the prime rate announced from time to
time by Boatmen's. "National Service Deficit" shall mean the
number reported as "Shareholders' Equity" on the balance sheet of
National Service as of the end of the calendar month immediately
preceding the effective date of Mergers, as such number may be
adjusted by the Board of Directors of National Service in good
faith; provided, however, that if the effective date of the Mergers
shall occur on a date that is within seven business days of the end
of the immediately preceding calendar month, the calculation shall
be based upon the balance sheet as of the end of the second
preceding calendar month, as such number may be adjusted by the
Board of Directors of National Service in good faith.

SECTION 7. Adjustments to Contribution Percentage. In
--------------------------------------
the event that one or more of the holders of capital stock of the
Target Companies fails to execute this Agreement or one or more of
the Stockholders party hereto shall fail to make any payment
contemplated in Sections 2, 3 or 6 in proportion to his or her
Contribution Percentage, the other Stockholders shall be obligated
severally, in the proportions that the Contribution Percentage set
forth opposite their names in Schedule II bears to the Contribution
Percentages set forth opposite the names of all such other
Stockholders, to make such payments which such nonsigning holders
or defaulting Stockholders have not made. No payment made
hereunder by such other Stockholders shall relieve any defaulting
Stockholder from any liability for nonpayment of his or her
Contribution Percentage. In any proceeding by a nondefaulting
Stockholder or Stockholders to collect any amounts owed by the
defaulting Stockholders, the defaulting Stockholders shall pay all
of the costs and losses incurred by such nondefaulting Stockholders
in preparing, investigating and litigating any such action,
including, but not limited to, the fees and expenses of counsel.

SECTION 8. Termination. This Agreement shall terminate
-----------
on the second anniversary of the effective date of the Mergers;
provided, however, that this Agreement shall remain in full force
- -------- -------
and effect after such second anniversary through the period ending
on the latest to occur of the following: (i) the first anniversary
after the termination of the Escrow Agreement and the final resolution
of any claims thereunder, (ii) the first anniversary after the
termination of the Indemnification Agreement and the final resolution
of any claims thereunder, and (iii) the final resolution of any claims
under this Agreement pursuant to Sections 3 or 4 hereof.

SECTION 9. Notices. Notices and other communications
-------
under this Agreement shall be in writing and shall be deemed duly
given when delivered personally (or delivery is refused), telecopied,
telexed or sent by mail (certified or registered mail, postage prepaid,
return receipt requested) to the addresses or numbers as they last
appeared on the records of the Target Companies, as such records may

D-8
354

from time to time be updated by written notice to the Shareholders
Committee under the Escrow Agreement.

SECTION 10. Successors. This Agreement shall be binding
----------
upon and inure to the benefit of the respective successors and
assigns of the parties hereto. In the event of the death of a
Stockholder, such Stockholder's estate, the administrator or
executor of his or her estate, and such Stockholder's heirs,
devisees, legatees and grantees shall be bound by the provisions of
this Agreement.

SECTION 11. Entire Agreement; Amendments. This
----------------------------
Agreement embodies the entire agreement and understanding among the
parties relating to the subject matter hereof. This Agreement
shall be a binding agreement among the parties signatory hereto,
notwithstanding the failure of one or more holders of capital stock
of the Target Companies to execute this Agreement. Neither this
Agreement nor any provision hereof may be changed, waived,
discharged or terminated orally, but only by an instrument in
writing signed by each of the Stockholders at the time owning
shares of Boatmen's Common Stock.

SECTION 12. Governing Law. This Agreement shall be
-------------
construed and enforced in accordance with and governed by the law
of the State of Tennessee.

SECTION 13. Jurisdiction and Venue. Each Stockholder
----------------------
hereby irrevocably submits to the exclusive jurisdiction of the
United States District Court for the Western District of Tennessee
or any court of the State of Tennessee located in the City of
Memphis in any action, suit or proceeding arising in connection
with this Agreement, and each Stockholder hereby irrevocably agrees
that any such action, suit or proceeding shall be brought only in
such courts (and waives any objection based on forum non conveniens
or any other objection to venue therein).

SECTION 14. Severability. If any term or other
------------
provision of this Agreement is invalid, illegal or incapable of
being enforced by any rule of law, or public policy, all other
conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby are not affected
in any manner materially adverse to any party.

SECTION 15. Counterparts. This Agreement may be
------------
executed in any number of counterparts, each of which shall be an
original, but all of which together shall constitute one and the
same instrument.

D-9
355

IN WITNESS WHEREOF, the undersigned have caused this
Stockholders Agreement to be duly executed and delivered on the
date first above written.

- ------------------------------------ ----------------------------------
Gerry Fink Robert Fink

- ------------------------------------ ----------------------------------
Peninah Salid Deena Fink

- ------------------------------------ ----------------------------------
Anna Fink Sarah Fink

- ------------------------------------ ----------------------------------
Emily Rabinowitz Michael Whitman

- ------------------------------------ ----------------------------------
Jonathan Whitman Jennifer Lehrfield

- ------------------------------------ ----------------------------------
Daniel Whitman Beryl Whitman

- ------------------------------------ ----------------------------------
Sidney Katz Joel Katz

- ------------------------------------ ----------------------------------
David Katz Judy Katz

- ------------------------------------ ----------------------------------
Aaron Katz Sylvia Weissmann

- ------------------------------------ ----------------------------------
David Weissmann Martin Fineberg

- ------------------------------------ ----------------------------------
Lauren Rosenberg Sarah Fineberg

- ------------------------------------ ----------------------------------
Jeremy Fineberg Michael Parker

- ------------------------------------ ----------------------------------
1992 Michael A. Parker Trust Jeffrey Parker

- ------------------------------------ ----------------------------------
1991 Jeffrey Parker Trust Julie Mantell

----------------------------------
Julie Mantell Trust

D-10
356

- ------------------------------------ ----------------------------------
Drew Parker Keith Parker

- ------------------------------------ ----------------------------------
Drew Parker Trust Keith Parker Trust

- ------------------------------------ ----------------------------------
Stanley Wender Razelle Wender

- ------------------------------------ ----------------------------------
Mark Wender Jill Goldstein

- ------------------------------------ ----------------------------------
Elliot Wender Margo Wender

- ------------------------------------ ----------------------------------
Frank Robinson Betty Robinson

- ------------------------------------ ----------------------------------
Richard Robinson Golden Bearman

- ------------------------------------ ----------------------------------
Stacey Wypyski Marlin Graber

- ------------------------------------ ----------------------------------
Evelyn Graber Steve Graber

- ------------------------------------ ----------------------------------
Larry Graber Glenn Graber

- ------------------------------------
Roy Graber NATIONAL MORTGAGE COMPANY

By:-------------------------------
Name:
Title:

NATIONAL SERVICE COMPANY

By:-------------------------------
Name:
Title:

D-11

357
APPENDIX E

EQUIPMENT TRANSFER AGREEMENT
----------------------------

EQUIPMENT TRANSFER AGREEMENT, dated as of August 22, 1994
(this "Agreement"), among Knight Arnold Partners, a Tennessee
general partnership ("Knight Arnold"), Delta Investment Company, a
Tennessee general partnership ("Delta Investment"), Margolin Bros.
Realty Co., a Tennessee corporation ("Margolin Brothers"), and
National Mortgage Company, a Tennessee corporation (the "Company").

W I T N E S S E T H:
-------------------

WHEREAS, the consummation of the transactions contemplated
hereby is a condition to the closing of the Mergers; and

WHEREAS, the partners of Knight Arnold and Delta Investment
will derive substantial benefits from the consummation of the
Mergers.

NOW, THEREFORE, in consideration of the premises and
agreements hereinafter set forth, the parties hereto agree as
follows:

ARTICLE I
ASSETS TO BE TRANSFERRED
------------------------

(a) the Upgrade Davox Equipment that is the subject of
the Lease Agreement dated February 1, 1993 between Knight
Arnold and the Company;

(b) the Davox Power Dial Telephone Equipment that is the
subject of the Lease Agreement dated August 9, 1989 between
Knight Arnold and the Company;

E-1
358

(c) the Voice Response Telephone System and Automated
Attendant that is the subject of the Lease Agreement dated
July 10, 1990 between Knight Arnold and the Company;

(e) the telephone equipment that is the subject of the
Lease Agreement dated January 2, 1979, as amended, between
Delta Investment and the Company; and

(f) any other assets that are the subject of the lease
agreements listed on Schedule 5.22 of the Merger Agreement.

The Transferors represent and warrant to the Company and
Margolin Brothers that such Transferors own their respective Assets
free and clear of any liens, security interests or encumbrances.

ARTICLE II
THE CLOSING
-----------

Section 2.1. Closing Date. Except as hereinafter provided,
------------
the closing hereunder (herein called the "Closing") shall occur at
the place and time of the closing of the Mergers contemplated by
the Merger Agreement, or at such other place as may be mutually
agreed upon by the Company and the Transferors. The date of the
Closing is referred to in this Agreement as the "Closing Date."

ARTICLE III
MISCELLANEOUS
-------------

Section 3.3 Notices. All notices and other communications
-------
under this Agreement shall be in writing and shall be deemed given
when delivered personally or by overnight mail, or four days after
being mailed by registered mail, return receipt requested, to a
party at the following address (or to such other address as such
party may have specified by notice given to the other parties
pursuant to this provision):

E-2
359

If to any of the Transferors, to:

c/o National Mortgage Company
4041 Knight Arnold Road
Memphis, Tennessee 38118
Attention: Stanley Wender

If to the Company or Margolin Brothers, to:

National Mortgage Company
4041 Knight Arnold Road
Memphis, Tennessee 38118
Attention: Steve R. Graber

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

KNIGHT ARNOLD PARTNERS

By /s/---------------------------------
Name:
Title:

DELTA INVESTMENT COMPANY

By /s/---------------------------------
Name:
Title:

E-3
360

MARGOLIN BROS. REALTY CO.

By /s/---------------------------------
Name:
Title:

NATIONAL MORTGAGE COMPANY

By /s/---------------------------------
Name:
Title:

E-4
361
APPENDIX F

TENNESSEE--BUSINESS CORPORATION ACT

CHAPTER 23
BUSINESS CORPORATIONS--DISSENTERS' RIGHTS

PART 1--RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES

48-23-101 DEFINITIONS.-- (1) "Beneficial shareholder" means the
person who is a beneficial owner of shares held by a nominee as the
record shareholder;

(2) "Corporation" means the issuer of the shares held by a
dissenter before the corporate action or the surviving or acquiring
corporation by merger or share exchange of that issuer;

(3) "Dissenter" means a shareholder who is entitled to dissent
from corporate action under Section 48-23-102 and who exercises
that right when and in the manner required by Sections 48-23-201-
- -48-23-209;

(4) "Fair value", with respect to a dissenter's shares, means
the value of the shares immediately before the effectuation of the
corporate action to which the dissenter objects, excluding any
appreciation or depreciation in anticipation of the corporate
action;

(5) "Interest" means interest from the effective date of the
corporate action that gave rise to the shareholder's right to
dissent until the date of payment, at the average auction rate paid
on United States treasury bills with a maturity of six (6) months
(or the closest maturity thereto) as of the auction date for such
treasury bills closest to such effective date;

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

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

48-23-102 RIGHT TO DISSENT.-- (a) A shareholder is entitled to
dissent from, and obtain payment of the fair value of his shares in
the event of, any of the following corporate actions:

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

(A) If shareholder approval is required or the merger by
Section 48-21-103 or the charter and the shareholder is entitled to
vote on the merger; or

(B) If the corporation is a subsidiary that is merged with its
parent under Section 48-21-104;

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

F-1
362

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

(4) An amendment of the charter that materially and adversely
affects rights in respect of a dissenter's shares because it:

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

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

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

(E) Reduces the number of shares owned by the shareholder to
a fraction of a share if the fractional share is to be acquired for
cash under Section 48-16-104; or

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

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

(c) Notwithstanding the provisions of subsection (a), no
shareholder may dissent as to any shares of a security which, as of
the date of the effectuation of the transaction which would
otherwise give rise to dissenters' rights, is listed on an exchange
registered under Section 6 of the Securities Exchange Act of 1934,
as amended, or is a "national market system security," as defined
in rules promulgated pursuant to the Securities Exchange Act of
1934, as amended.

48-23-103 DISSENT BY NOMINEES AND BENEFICIAL OWNERS.-- (a) A
record shareholder may assert dissenters' rights as to fewer than
all the shares registered in his name only if he dissents with
respect to all shares beneficially owned by any one (1) person and
notifies the corporation in writing of the name and address of each
person on whose behalf he asserts dissenters' rights. The rights
of a partial dissenter under this subsection are determined as if
the shares as to which he dissents and his other shares were
registered in the names of different shareholders.

(b) A beneficial shareholder may assert dissenters' rights as
to shares of any one (1) or more classes held on his behalf only
if:

F-2
363

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

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

48-23-201 NOTICE OF DISSENTERS' RIGHTS.-- (a) If proposed
corporate action creating dissenters' rights under Section
48-23-102 is submitted to a vote at a shareholders' meeting, the
meeting notice must state that shareholders are or may be entitled
to assert dissenters' rights under this chapter and be accompanied
by a copy of this chapter.

(b) If corporate action creating dissenters' rights under
Section 48-23-102 is taken without a vote of shareholders, the
corporation shall notify in writing all shareholders entitled to
assert dissenters' rights that the action was taken and send them
the dissenters' notice described in Section 48-23-203.

48-23-202 NOTICE OF INTENT TO DEMAND PAYMENT.-- (a) If proposed
corporate action creating dissenters' rights under Section
48-23-102 is submitted to a vote at a shareholders' meeting, a
shareholder who wishes to assert dissenters' rights:

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

(2) Must not vote his shares in favor of the proposed action.
No such written notice of intent to demand payment is required of
any shareholder to whom the corporation failed to provide the
notice required by Section 48-23-201.

(b) A shareholder who does not satisfy the requirements of
subsection (a) is not entitled to payment for his shares under this
chapter.

48-23-203 DISSENTERS NOTICE.-- (a) If proposed corporate action
creating dissenters' rights under Section 48-23-102 is authorized
at a shareholders' meeting, the corporation shall deliver a written
dissenters' notice to all shareholders who satisfied the
requirements of Section 48-23-202.

(b) The dissenters' notice must be sent no later than ten (10)
days after the corporate action was authorized by the shareholders
or effectuated, whichever is the first to occur, and must:

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

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

F-3
364

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

(4) Set a date by which the corporation must receive the
payment demand, which date may not be fewer than one (1) nor more
than two (2) months after the date the subsection (a) notice is
delivered, and

(5) Be accompanied by a copy of this chapter if the
corporation has not previously sent a copy of this chapter to the
shareholder pursuant to Section 48-23-201.

48-23-204 DUTY TO DEMAND PAYMENT.-- (a) A shareholder sent a
dissenters' notice described in Section 48-23-203 must demand
payment, certify whether he acquired beneficial ownership of the
shares before the date required to be set forth in the dissenters'
notice pursuant to Section 48-23-203(b)(3), and deposit his
certificates in accordance with the terms of the notice.

(b) The shareholder who demands payment and deposits his share
certificates under subsection (a) retains all other rights of a
shareholder until these rights are canceled or modified by the
effectuation of the proposed corporate action.

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

(d) A demand for payment filed by a shareholder may not be
withdrawn unless the corporation with which it was filed, or the
surviving corporation, consents thereto.

48-23-205 SHARE RESTRICTIONS.-- (a) The corporation may restrict
the transfer of uncertificated shares from the date the demand for
their payment is received until the proposed corporate action is
effectuated or the restrictions released under Section 48-23-207.

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

48-23-206 PAYMENT.-- (a) Except as provided in Section 48-23-208,
as soon as the proposed corporate action is effectuated, or upon
receipt of a payment demand, whichever is later, the corporation
shall pay each dissenter who complied with Section 48-23-204 the
amount the corporation estimates to be the fair value of his
shares, plus accrued interest.

(b) The payment must be accompanied by:

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

F-4
365

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

(3) An explanation of how the interest was calculated;

(4) A statement of the dissenter's right to demand payment
under Section 48-23-209; and

(5) A copy of this chapter if the corporation has not
previously sent a copy of this chapter to the shareholder pursuant
to Sections 48-23-201 or 48-23-203.

48-23-207 FAILURE TO TAKE ACTION.-- (a) If the corporation does
not effectuate the proposed action that gave rise to the
dissenters' rights within two (2) months after the date set for
demanding payment and depositing share certificates, the
corporation shall return the deposited certificates and release the
transfer restrictions imposed on uncertificated shares.

(b) If after returning deposited certificates and releasing
transfer restrictions, the corporation effectuates the proposed
action, it must send a new dissenters' notice under Section
48-23-203 and repeat the payment demand procedure.

48-23-208 AFTER-ACQUIRED SHARES.-- (a) A corporation may elect to
withhold payment required by Section 48-23-206 from a dissenter
unless he was the beneficial owner of the shares before the date
set forth in the dissenters' notice as the date of the first
announcement to news media or to shareholders of the principal
terms of the proposed corporate action.

(b) To the extent the corporation elects to withhold payment
under subsection (a), after effectuating the proposed corporate
action, it shall estimate the fair value of the shares, plus
accrued interest, and shall pay this amount to each dissenter who
agrees to accept it in full satisfaction of his demand. The
corporation shall send with its offer a statement of its estimate
of the fair value of the shares, an explanation of how the interest
was calculated, and a statement of the dissenter's right to demand
payment under Section 48-23-209.

48-23-209 PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR
OFFER.-- (a) A dissenter may notify the corporation in writing of
his own estimate of the fair value of his shares and amount of
interest due, and demand payment of his estimate (less any payment
under Section 48-23-206), or reject the corporation's offer under
Section 48-23-208 and demand payment of the fair value of his
shares and interest due, if:

(1) The dissenter believes that the amount paid under Section
48-23-206 or offered under Section 48-23-208 is less than the fair
value of his shares or that the interest due is incorrectly
calculated;

(2) The corporation fails to make payment under Section
48-23-206 within two (2) months after the date set for demanding
payment; or

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

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(b) A dissenter waives his right to demand payment under this
section unless he notifies the corporation of his demand in writing
under subsection (a) within one (1) month after the corporation
made or offered payment for his shares.

PART 3 -- JUDICIAL APPRAISAL OF SHARES

48-23-301 COURT ACTION.-- (a) If a demand for payment under
Section 48-23-209 remains unsettled, the corporation shall commence
a proceeding within two (2) months after receiving the payment
demand and petition the court to determine the fair value of the
shares and accrued interest. If the corporation does not commence
the proceeding within the two-month period, it shall pay each
dissenter whose demand remains unsettled the amount demanded.

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

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

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

(e) Each dissenter made a party to the proceeding is entitled
to judgment:

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

(2) For the fair value, plus accrued interest, of his after-
acquired shares for which the corporation elected to withhold
payment under Section 48-23-208.

48-23-302 COURT COSTS AND COUNSEL FEES.-- (a) The court in an
appraisal proceeding commenced under Section 48-23-301 shall
determine all costs of the proceeding, including the reasonable
compensation and expenses of appraisers appointed by the court.
The court shall assess the costs against the corporation, except
that the court may assess costs against all or some of the dissenters,
in amounts the court finds equitable, to the extent the court finds
the dissenters acted arbitrarily, vexatiously, or not in good faith in
demanding payment under Section 48-23-209.

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

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(1) Against the corporation and in favor of any or all
dissenters if the court finds the corporation did not substantially
comply with the requirements of Sections 48-23-201--48-28-209, or

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

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

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APPENDIX G
ARKANSAS -- 1987 BUSINESS CORPORATION ACT

SUBCHAPTER 13 -- DISSENTERS' RIGHTS

RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES

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

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

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

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

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

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

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

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

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

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

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

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

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

3. Consummation of a sale or exchange of all, or
substantially all, of the property of the corporation other than in
the usual and regular course of business, if the shareholder is
entitled to vote on the

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sale or exchange, including a sale in dissolution, but not including a
sale pursuant to court order or a sale for cash pursuant to a plan by
which all or substantially all of the net proceeds of the sale will be
distributed to the shareholders within one (1) year after the date of
sale;

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

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

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

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

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

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

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

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

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

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

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

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

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

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PROCEDURE FOR EXERCISE OF DISSENTERS' RIGHTS

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

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

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

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

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

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

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

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

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

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

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

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

5. Be accompanied by a copy of this subchapter.

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

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

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

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

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

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

B. The payment must be accompanied by:

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

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

3. An explanation of how the interest was calculated;

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

5. A copy of this subchapter.

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

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

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

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

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

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

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

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

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

4-27-1329 [RESERVED.]

JUDICIAL APPRAISAL OF SHARES

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

B. The corporation shall commence the proceeding in the
circuit court of the county where the corporation's principal
office (or, if none in this state, its registered office) is
located. If the corporation is a foreign corporation without a
registered office in this state, it shall commence the proceeding
in the county

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in this state where the registered office of the domestic corporation
merged with or whose shares were acquired by the foreign corporation
was located.

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

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

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

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

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

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

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

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

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

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

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APPENDIX H

MISSISSIPPI BUSINESS CORPORATION ACT

DISSENTERS' RIGHTS

SUBARTICLE A. RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES

79-4-13.01 DEFINITIONS-- In this Article:

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

(2) "Dissenter" means a shareholder who is entitled to dissent
from corporate action under Section 79-4-13.02 and who exercises
that right when and in the manner required by Sections 79-4-13.20
through 79-4-13.28.

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

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

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

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

(7) "Shareholder" means the record shareholder or the
beneficial shareholder. (Last amended by Ch. 369, L. '88, eff.
4-19-88.)

79-4-13.02 RIGHT TO DISSENT.-- (a) A shareholder is entitled to
dissent from and obtain payment of the fair value of his shares in
the event of, any of the following corporate action:

(1) Consummation of a plan of merger to which the corporation
is a party (i) if shareholder approval is required for the merger
by Section 79-4-11.03 or the articles of incorporation and the
shareholder is entitled to vote on the merger, or (ii) if the
corporation is a subsidiary that is merged with its parent under
Section 79-4-11.04;

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

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

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

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

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

(v) Reduces the number of shares owned by the shareholder to
a fraction of a share if the fraction share so created is to be
acquired for cash under Section 79-4-6.04; or

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

(b) Nothing in subsection (a)(4) shall entitle a shareholder
of a corporation to dissent and obtain payment for his shares as a
result of an amendment of the articles of incorporation exclusively
for the purpose of either (i) making such corporation subject to
application of the Mississippi Control Share Act, or (ii) making
such act inapplicable to a control share acquisition of such
corporation.

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

79-4-13.03 DISSENT BY NOMINEES AND BENEFICIAL OWNERS.-- (a) A
record shareholder may assert dissenters' rights as to fewer than
all the shares registered in his name only if he dissents with
respect to all shares beneficially owned by any one person and
notifies the corporation in writing of the name and address of each
person on whose behalf he asserts dissenters' rights. The rights
of a partial dissenter under this subsection are determined as if
the shares as to which he dissents and his other shares were
registered in the names of different shareholders.

(b) A beneficial shareholder may assert dissenters' rights as
to shares held on his behalf only if:

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

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

79-4-13.20 NOTICE OF DISSENTERS' RIGHTS.-- (a) If proposed
corporate action creating dissenters' rights under Section
79-4-13.02 is submitted to a vote at a shareholders' meeting, the
meeting notice must state that shareholders are or may be entitled
to assert dissenters' rights under this article and be accompanied
by a copy of this article.

(b) If corporate action creating dissenters' rights under
Section 79-4-13.02 is taken without a vote of shareholders, the
corporation shall notify in writing all shareholders entitled to
assert dissenters' rights that the action was taken and send them
the dissenters' notice described in Section 79-4-13.22.

79-4-13.21 NOTICE OF INTENT TO DEMAND PAYMENT.-- (a) If proposed
corporate action creating dissenters' rights under Section
79-4-13.02 is submitted to a vote at a shareholders' meeting, a
shareholder who wishes to assert dissenters' rights (1) must
deliver to the corporation before the vote is taken written notice
of his intent to demand payment for his shares if the proposed
action is effectuated, and (2) must not vote his shares in favor of
the proposed action.

(b) A shareholder who does not satisfy the requirement of
subsection (a) is not entitled to payment for his shares under this
article.

79-4-13.22 DISSENTERS' NOTICE.-- (a) If proposed corporate action
creating dissenters' rights under Section 79-4-13.02 is authorized
at a shareholders' meeting, the corporation shall deliver a written
dissenters' notice to all shareholders who satisfied the
requirements of Section 79-4-13.21.

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

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

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

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

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

(5) Be accompanied by a copy of this article.

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79-4-13.23 DUTY TO DEMAND PAYMENT.-- (a) A shareholder sent a
dissenters' notice described in Section 79-4-13.22 must demand
payment, certify whether he acquired beneficial ownership of the
shares before the date required to be set forth in the dissenter's
notice pursuant to Section 79-4-13.22(b)(3), and deposit his
certificates in accordance with the terms of the notice.

(b) The shareholder who demands payment and deposits his
shares under subsection (a) retains all other rights of a
shareholder until these rights are canceled or modified by the
taking of the proposed corporate action.

79-4-13.24 SHARE RESTRICTIONS.-- (a) The corporation may restrict
the transfer of uncertificated shares from the date the demand for
their payment is received until the proposed corporate action is
taken or the restrictions released under Section 79-4-13.26.

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

79-4-1325 PAYMENT.-- (a) Except as provided in Section 79-4-13.27,
as soon as the proposed corporate action is taken, or upon receipt
of a payment demand, the corporation shall pay each dissenter who
complied with Section 79-4-13.23 the amount the corporation
estimates to be the fair value of his shares, plus accrued
interest.

(b) The payment must be accompanied by:

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

(3) An explanation of how the interest was calculated;

(4) A statement of the dissenters' right to demand payment
under Section 79-4-13.28; and

(5) A copy of this article.

79-4-13.26 FAILURE TO TAKE ACTION.-- (a) If the corporation does
not take the proposed action within sixty (60) days after the date
set for demanding payment and depositing share certificates, the
corporation shall return the deposited certificates and release the
transfer restrictions imposed on uncertificated shares.

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(b) If after returning deposited certificates and releasing
transfer restrictions, the corporation takes the proposed action,
it must send a new dissenters' notice under Section 79-4-13.22 and
repeat the payment demand procedure.

79-4-13.27 AFTER-ACQUIRED SHARES.-- (a) A corporation may elect to
withhold payment required by Section 79-4-13.25 from a dissenter
unless he was the beneficial owner of the shares before the date
set forth in the dissenters' notice as the date of the first
announcement to news media or to shareholders of the terms of the
proposed corporate action.

(b) To the extent the corporation elects to withhold payment
under subsection (a), after taking the proposed corporate action,
it shall estimate the fair value of the shares, plus accrued
interest, and shall pay this amount to each dissenter who agrees to
accept it in full satisfaction of his demand. The corporation
shall send with its offer a statement of its estimate of the fair
value of the shares, an explanation of how the interest was
calculated and a statement of the dissenter's right to demand
payment under Section 79-4-13.28.

79-4-13.28 PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR
OFFER.-- (a) A dissenter may notify the corporation in writing of
his own estimate of the fair value of his shares and amount of
interest due, and demand payment of his estimate (less any payment
under Section 79-4-13.25), or reject the corporation's offer under
Section 79-4-13.27 and demand payment of the fair value of his
shares and interest due, if:

(1) The dissenter believes that the amount paid under Section
79-4-13.25 or offered under Section 79-4-13.27 is less than the
fair value of his shares or that the interest due is incorrectly
calculated;

(2) The corporation fails to make payment under Section
79-4-13.25 within sixty (60) days after the date set for demanding
payment; or

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

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

SUBARTICLE C. JUDICIAL APPRAISAL OF SHARES

79-4-13.30 COURT ACTION-- (a) If a demand for payment under
Section 79-4-13.28 remains unsettled, the corporation shall
commence a proceeding within sixty (60) days after receiving the
payment demand and petition the court to determine the fair value
of the shares and accrued interest. If the corporation does not
commence the proceeding within the 60-day period, it shall pay each
dissenter whose demand remains unsettled the amount demanded.

(b) The corporation shall commence the proceeding in the
chancery court of the county where a corporation's principal office
(or, if none in this state, its registered office) is located. If
the corporation is

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a foreign corporation without a registered office in this state, it
shall commence the proceeding in the county in this state where the
registered office of the domestic corporation merged with or whose
shares were acquired by the foreign corporation was located.

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

(e) Each dissenter made a party to the proceeding is entitled
to judgment (1) for the amount, if any, by which the court finds
the fair value of his shares, plus interest, exceeds the amount
paid by the corporation, or (2) for the fair value, plus accrued
interest, of his after-acquired shares for which the corporation
elected to withhold payment under Section 79-4-13.27.

79-4-13.31 COURT COSTS AND COUNSEL FEES.-- (a) The court in an
appraisal proceeding commenced under Section 79-4-13.30 shall
determine all costs of the proceeding, including the reasonable
compensation and expenses of appraisers appointed by the court.
The court shall assess the costs against the corporation, except
that the court may assess costs against all or some of the
dissenters, in amounts the court finds equitable, to the extent the
court finds the dissenters acted arbitrarily, vexatiously or not in
good faith in demanding payment under Section 79-4-13.28.

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

(1) Against the corporation and in favor of any or all
dissenters if the court finds the corporation did not substantially
comply with the requirements of Sections 79-4-13.20 through
79-4-13.28; or

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

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380

APPENDIX I
----------

ASSET/LIABILITY TRANSFER AGREEMENT
----------------------------------

ASSET/LIABILITY TRANSFER AGREEMENT, dated as of ____________,
1994 (this "Agreement"), among B-M Homes, Inc., a Tennessee
corporation ("B-M Homes"), Macon Homes, Inc., a Tennessee
corporation ("Macon Homes"), Marbel Homes, Inc., a Tennessee
corporation ("Marbel"), National Builders, Inc., a Tennessee
corporation ("National Builders"), Margolin Bros. Realty Co., a
Tennessee corporation ("Margolin Brothers"), Berclair Apartments,
a [Tennessee corporation] ("Berclair"), Margolin Bros. Appliance
Co., a Tennessee corporation ("Margolin Brothers Appliance"),
National Home Loan Company of Mississippi, Inc., a Mississippi
corporation ("National Home Mississippi"), and
_______________________, a [Tennessee limited liability company]
(the "Purchaser").

W I T N E S S E T H:
-------------------

WHEREAS, the consummation of the transactions contemplated
hereby is a condition to the closing of the Mergers.

NOW, THEREFORE, in consideration of the premises and
agreements hereinafter set forth, the parties hereto agree as
follows:

ARTICLE I
ASSETS TO BE ACQUIRED
---------------------

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(d) the Knightwoods subdivision jointly owned by
National Builders and Margolin Brothers (the "Knightwoods Real
Estate");

(e) the Installment Note Receivable owned by Berclair
(the "Berclair Note");

(f) the Amortized Notes owned by National Builders (the
"National Builders Note"); and

(g) the Note Receivable owned by National Home
Mississippi (the "National Home Mississippi Note").

ARTICLE II
THE CLOSING
-----------

Section 2.2. Proceedings at the Closing. (a) At the Closing,
--------------------------
the respective Sellers shall deliver the following to the
Purchaser:

(i) deeds relating to the Macon Homes Real Estate, the
National Builders Real Estate, the Margolin Brothers Real
Estate and the Knightwoods Real Estate; and

(ii) the Berclair Note, the National Builders Note and
the National Home Mississippi Note, each accompanied by
appropriate endorsement.

(b) At the Closing, the Purchaser shall deliver the
following:

(i) a check in the amount of $15,000 payable to the
order of Macon Homes in payment in full for the Macon Homes
Real Estate;

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382

(ii) a check payable to the order of National
Builders in the amount of the following sum: (i) $72,000 in
payment in full for the National Builders Real Estate and the
National Builders' interest in the Knightwoods Real Estate,
plus (ii) an amount equal to the remaining principal amount
outstanding on the National Builders Note as of the Closing
Date;

(iii) a check in the amount of $111,500 payable to
the order of Margolin Brothers in payment in full for the
Margolin Brothers Real Estate and Margolin Brothers' interest
in the Knightwoods Real Estate;

(iv) a check payable to the order of Berclair in an
amount equal to the remaining principal amount outstanding on
the Berclair Note as of the Closing Date;

(v) a check payable to the order of National Home
Mississippi in an amount equal to the remaining principal
amount outstanding on the National Home Mississippi Note as of
the Closing Date; and

(vi) an instrument of assumption and indemnification
relating to the Assumed Liabilities.

ARTICLE III
MISCELLANEOUS
-------------

If to any of the Sellers, to:

________________________________________________
________________________________________________
________________________________________________

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with a copy to:

________________________________________________
________________________________________________
________________________________________________

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

B-M HOMES, INC. MACON HOMES, INC.

By: _______________________________ By: _______________________________
Name: Name:
Title: Title:

MARBEL HOMES, INC. NATIONAL BUILDERS, INC.

By: _______________________________ By: _______________________________
Name: Name:
Title: Title:

MARGOLIN BROS. REALTY CO. MARGOLIN BROS. APPLIANCE CO.

By: _______________________________ By: _______________________________
Name: Name:
Title: Title:

NATIONAL HOME LOAN COMPANY BERCLAIR APARTMENTS
OF MISSISSIPPI, INC.

By: _______________________________ By: _______________________________
Name: Name:
Title: Title:

[ ]

By: ________________________________
Name:
Title:

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SCHEDULE A
----------

1. The note payable of Alliance Realty Co. to NationsBank which
had an outstanding principal amount of $4,666,667 at
January 31, 1994.

2. The note payable of National Builders to [First City] which
had an outstanding principal balance of $[32,232] at May 31,
1994.

3. The trade payables of National Builders relating to its
insurance business.

4. The trade payables of Margolin Brothers relating to its data
processing.

5. The trade payables of Macon Homes relating to its optical
imaging business.

6. The trade payables of Delta Office Products relating to due
diligence/asset review.

7. Any obligation or liability described in Section 9.04 of the
Merger Agreement.

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