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                              INDEPENDENT AUDITORS' REPORT
                              ----------------------------

The Board of Directors
Worthen Banking Corporation:

We have audited the consolidated balance sheets of Worthen Banking
Corporation and Subsidiaries as of December 31, 1994 and 1993, and the
related consolidated statements of income, stockholders' equity and cash
flows for the years then ended (not presented separately herein). These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits 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 audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
Worthen Banking Corportaion and Subsidiaries as of December 31, 1994 and
1993, and the results of their operations and their cash flows for the years
then ended in conformity with generally accepted accounting principles.

We previously audited and reported on the consolidated financial statements
of Worthen Banking Corporation and Subsidiaries as of and for the years
ended December 31, 1992, prior to their restatement for the 1993 pooling
of interests. The contribution of Worthen Banking Corporation and
Subsidiaries to total assets represented 79% of the respective restated
total as of December 31, 1992; and, the contribution of Worthen Banking
Corporation and Subsidiaries to net interest income and net income
represented 78% and 90% of the respective restated totals for 1992.
Separate financial statements of the other companies included in the 1992
restated consolidated financial statements were audited and reported on
separately by other auditors. We also audited the combination of the
accompanying consolidated financial statements as of and for the year
ended December 31, 1992, after restatement for the 1993 pooling of
interests; in our opinion, such consolidated statements have been properly
combined on the basis described in Note B of notes to consolidated financial
statements.

As discussed in Note E to the consolidated financial statements, the
Company adopted the provisions of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 115, ACCOUNTING FOR CERTAIN
INVESTMENTS IN DEBT AND EQUITY SECURITIES, in 1994. Also, as discussed in
Note R to the consolidated financial statements, the Company adopted the
provisions of the Financial Accounting Standards Board's Statement of
Financial Accounting Standards No. 109, ACCOUNTING FOR INCOME TAXES, in 1993.


                                              /s/ KPMG Peat Marwick LLP

Little Rock, Arkansas
February 24, 1995