On letterhead of:

First National Bank in Pampa

May 1, 1995

Dear Shareholder:

We are pleased to invite you to attend the Special Meeting of
Shareholders (the "Special Meeting") of First National Bank in Pampa
("First National") on May 30, 1995. The Special Meeting will be held
at the offices of First National, 100 North Cuyler Street, Pampa,
Texas 79066, commencing at 2:00 p.m. local time.

At the Special Meeting, First National shareholders will be
asked to approve the merger of First National with and into
Boatmen's First National Bank of Amarillo, a second-tier
subsidiary of Boatmen's Bancshares, Inc. ("Boatmen's"). The
merger terms provide that upon consummation of the merger each
outstanding share of common stock of First National will be
converted into 3.3750 shares of common stock of Boatmen's
(subject to possible upward adjustment as described in the
accompanying Proxy Statement/Prospectus), and cash in lieu of
fractional shares.

Your Board of Directors submits this proposed merger to you
after careful review and consideration. We believe that this
proposed merger will provide significant value to all
shareholders, enabling holders of First National common stock to
participate in the expanded opportunities for growth that
association with a larger, more geographically-diversified super-
regional financial organization makes possible and position First
National and its shareholders to take advantage of future
opportunities as the banking industry continues to consolidate
and restructure. Accordingly, the Board has approved the merger
as being in the best interests of First National and its
shareholders and recommends that you vote in favor of the merger
at the Special Meeting.

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

Your participation in the meeting, in person or by proxy, is
important. Therefore, we ask that you please mark, sign and date
the enclosed proxy card and return it as soon as possible in the
enclosed postage-paid envelope. If you attend the Special
Meeting, you may vote in person if you wish, even if you have
previously mailed in your proxy card.

Sincerely,

/s/ Don L. Babcock

2
FIRST NATIONAL BANK IN PAMPA
A NATIONAL BANKING ASSOCIATION

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

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 30, 1995

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

The Special Meeting of Shareholders (the "Special Meeting")
of First National Bank in Pampa ("First National") will be held
on May 30, 1995, at 2:00 p.m., local time, at the offices of First
National, 100 North Cuyler Street, Pampa, Texas 79066, for the purpose
of considering and voting upon a proposal to approve and adopt the
Agreement and Plan of Merger dated November 14, 1994, attached as
Appendix A to the accompanying Proxy Statement/Prospectus, providing
for the merger of First National with and into Boatmen's First
National Bank of Amarillo, a national banking association and
second-tier subsidiary of Boatmen's Bancshares, Inc.

Only the holders of common stock of First National of record
at the close of business on April 20, 1995 are entitled to notice
of and to vote at the Special Meeting or at any adjournments or
postponements thereof.

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

By Order of the Board of Directors

/s/ Greg Brown

Cashier

Pampa, Texas

May 1, 1995

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

Filed pursuant to Rule 424(b)(3)
Registration Statement No. 33-58793

FIRST NATIONAL BANK IN PAMPA
PROXY STATEMENT
----------------------
BOATMEN'S BANCSHARES, INC.
PROSPECTUS

This Proxy Statement/Prospectus ("Proxy Statement/Prospectus")
is being furnished to the shareholders of First National Bank in
Pampa, a national banking association located in Pampa, Texas
("First National"), in connection with the solicitation of proxies
by the Board of Directors of First National for use at the Special
Meeting of Shareholders of First National to be held at 2:00 p.m.,
local time, on May 30, 1995, at the offices of First National,
100 North Cuyler Street, Pampa, Texas (the "Special Meeting").

At the Special Meeting, shareholders of First National will
consider and vote upon the Agreement and Plan of Merger, dated
November 14, 1994 (the "Merger Agreement"), between First National
and Boatmen's First National Bank of Amarillo ("Boatmen's-
Amarillo"), a national banking association located in Amarillo,
Texas and wholly-owned subsidiary of Boatmen's Texas, Inc.
("Boatmen's-Texas"), a Missouri corporation and wholly-owned
subsidiary of Boatmen's Bancshares, Inc., a Missouri corporation
("Boatmen's"), and joined in by Boatmen's and Boatmen's-Texas,
which provides for, among other things, the merger of First
National with and into Boatmen's-Amarillo (the "Merger"). Upon
consummation of the Merger, each issued and outstanding share of
common stock of First National (other than shares held by any
shareholder properly exercising dissenters' rights) will be
converted into the right to receive 3.3750 shares, subject to
possible upward adjustment as described herein, of common stock,
par value $1.00 per share, of Boatmen's and any attached rights
("Boatmen's Common"), plus cash in lieu of any fractional share
interests.

This Proxy Statement/Prospectus also constitutes a prospectus
of Boatmen's with respect to up to 1,368,000 shares of Boatmen's
Common issuable in the Merger to holders of common stock of First
National. The outstanding shares of Boatmen's Common are, and the
shares of Boatmen's Common to be issued in the Merger 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 April 28, 1995, was $33.25.

This Proxy Statement/Prospectus and the accompanying form of
proxy are first being mailed to shareholders of First National on
or about May 1, 1995 (the "Mailing Date").

The Proxy Statement/Prospectus does not cover any resales of
the Boatmen's Common offered hereby to be received by the
stockholders deemed to be "affiliates" of Boatmen's or First
National upon consummation of the Merger. No person is authorized
to make use of this Proxy Statement/Prospectus in connection with
such resales.

THE SHARES OF BOATMEN'S COMMON ISSUABLE IN THE MERGER
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 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 PROXY STATEMENT/PROSPECTUS IS MAY 1, 1995

TABLE OF CONTENTS
-----------------

PAGE
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AVAILABLE INFORMATION 1

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 1

SUMMARY INFORMATION 3
Introduction 3
The Parties 3
Boatmen's 3
Boatmen's-Texas 3
Boatmen's-Amarillo 4
First National 4
The Special Meeting 4
Date, Time and Place of the Special Meeting 4
Matters to be Considered at the Special Meeting 4
Record Date for the Special Meeting 5
Vote Required to Approve Merger Agreement 5
Certain Holders of First National Common 5
Revocation of Proxies 5
The Merger 5
Merger Consideration 5
Value of the Merger 6
Reasons for the Merger and Recommendation of the
Boards of Directors 6
Opinion of Financial Advisor 6
Conduct of Business Pending the Merger; Dividends 7
Conditions to the Merger; Regulatory Approvals 7
Termination of the Merger Agreement 7
Payment Upon Occurrence of Certain Triggering Events 8
Federal Income Tax Consequences 9
Accounting Treatment 9
Effective Time of the Merger 9
Interests of Certain Persons in the Merger 9
Dissenters' Rights 10
Management and Operations After the Merger 10
Comparison of Shareholder Rights 10

COMPARATIVE STOCK PRICES 11

SELECTED COMPARATIVE PER SHARE DATA 12

SELECTED FINANCIAL DATA 13

THE SPECIAL MEETING 16
Date, Time and Place of Special Meeting 16

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PAGE
----

Matters to be Considered at the Special Meeting 16
Record Date for Special Meeting 16
Vote Required to Approve the Merger Agreement 16
Voting and Revocation of Proxies for Special Meeting 17
Solicitation of Proxies for the Special Meeting 17
Expenses for Preparation of Proxy Statement/Prospectus 17
Mailing Date of Proxy Statement/Prospectus 17

THE PARTIES 18
Boatmen's 18
General 18
Recent Developments 18
Boatmen's-Texas 19
Boatmen's-Amarillo 19
First National 20

THE MERGER 20
Background of the Merger 20
Reasons for the Merger 21
Recommendation of the Board of Directors 21
Opinion of Financial Advisor 21
Merger Consideration 25
Form of the Merger 26
Conduct of Business Pending the Merger; Dividends 27
Conditions to Consummation of the Merger 27
Regulatory Approvals 28
Termination or Abandonment 28
Payment Upon Occurrence of Certain Triggering Events 29
Dissenters' Rights 30
Exchange of First National Stock Certificates;
Fractional Shares 31
Representations and Warranties of First National, Boatmen's
and Boatmen's-Amarillo 32
Certain Other Agreements 33
No Solicitation 35
Waiver and Amendment 35
Expenses and Fees 36
Federal Income Tax Consequences 36
Resale of Boatmen's Common 37
Interests of Certain Persons in the Merger 37
Effective Time 38
Accounting Treatment 38
Management and Operations After the Merger 38
Effect on Employee Benefit Plans 38

PRO FORMA FINANCIAL DATA 39

DESCRIPTION OF BOATMEN'S CAPITAL STOCK 44
Boatmen's Common 44

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PAGE
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Boatmen's Series B Preferred Stock 45

COMPARISON OF SHAREHOLDER RIGHTS 46
Shareholder Vote Required for Certain Transactions 46
Voting Rights 47
Special Meetings of Shareholders; Shareholder Action by
Written Consent 48
Notice of Shareholder Nominations of Directors 48
Shareholder Proposal Procedures 49
Shareholder Rights Plan 49
Dissenters' Rights 52
Takeover Statutes 53
Liability of Directors; Indemnification 53
Limitation of Liability of Directors 55
Consideration of Non-Shareholder Interests 55

INFORMATION ABOUT FIRST NATIONAL 56
Business of First National 56
Management's Discussion and Analysis of Financial Condition
and Results of Operations 57
Security Ownership of Certain Beneficial Owners and
Management 76
Family Relationships 78

LEGAL OPINION 78

EXPERTS 78
Independent Auditors for Boatmen's 78
Independent Auditors for First National 79
Presence at Special Meeting 79

SHAREHOLDER PROPOSALS 79

INDEX TO FINANCIAL STATEMENTS OF FIRST NATIONAL F-1

APPENDICES

Merger Agreement A-1
Fairness Opinion B-1
Excerpts of the National Bank Act (Dissenters' Rights) C-1

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NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE
ANY REPRESENTATION NOT CONTAINED IN THIS 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 FIRST NATIONAL.
THIS 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 PROXY STATEMENT/PROSPECTUS
AT ANY TIME DOES NOT IMPLY THAT ANY INFORMATION HEREIN IS CORRECT
AS OF ANY TIME SUBSEQUENT TO ITS DATE.

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
"S.E.C."). The reports, proxy statements and other information can
be inspected and copied at the public reference facilities of the
S.E.C., Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the regional offices of the S.E.C. located at Seven World
Trade Center, 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 S.E.C. 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 S.E.C. 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 shares of
Boatmen's Common to be issued pursuant to the Merger described
herein. This 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 S.E.C.'s principal office in Washington, D.C. Statements
contained in this Proxy Statement/Prospectus or in any document
incorporated in this 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 S.E.C. by Boatmen's
(File No. 1-3750) pursuant to the Exchange Act are incorporated by
reference in this Proxy Statement/Prospectus:

1. Boatmen's Annual Report on Form 10-K for the year ended
December 31, 1994;

2. 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

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Boatmen's Registration Statement on Form 8-A under the
Exchange Act, filed August 14, 1990; and

3. Boatmen's Current Reports on Form 8-K dated January 20,
1995, March 14, 1995 and April 28, 1995.

All documents and reports filed by Boatmen's pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after
the date of this Proxy Statement/Prospectus and prior to the date
of the Special Meeting shall be deemed to be incorporated by
reference in this 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 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
Proxy Statement/Prospectus.

THIS PROXY STATEMENT/PROSPECTUS INCORPORATES DOCUMENTS BY
REFERENCE WHICH ARE NOT PRESENTED HEREIN OR DELIVERED HEREWITH.
THESE DOCUMENTS (EXCLUDING UNINCORPORATED EXHIBITS) ARE AVAILABLE,
WITHOUT CHARGE, TO ANY PERSON, INCLUDING ANY BENEFICIAL OWNER, TO
WHOM THIS 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 MAY 22, 1995.

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SUMMARY INFORMATION

The following is a brief summary of certain information
contained elsewhere in this 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 Proxy Statement/Prospectus, the
Appendices hereto and the documents referred to herein. All
information contained in this Proxy Statement/Prospectus relating
to Boatmen's and its subsidiaries has been supplied by Boatmen's
and all information relating to First National has been supplied by
First National. Shareholders are urged to read this Proxy
Statement/Prospectus and the Appendices hereto in their entirety.

INTRODUCTION

This Proxy Statement/Prospectus relates to an Agreement and
Plan of Merger dated November 14, 1994 (the "Merger Agreement"),
between First National Bank in Pampa, a national banking
association located in Pampa, Texas ("First National"), and
Boatmen's First National Bank of Amarillo ("Boatmen's-Amarillo"),
a national banking association located in Amarillo, Texas and
wholly-owned subsidiary of Boatmen's Texas, Inc. ("Boatmen's-
Texas"), a Missouri corporation and wholly-owned subsidiary of
Boatmen's Bancshares, Inc., a Missouri corporation ("Boatmen's"),
and joined in by Boatmen's and Boatmen's-Texas, which provides for,
among other things, the merger of First National with and into
Boatmen's-Amarillo (the "Merger"). As a result of the Merger,
Boatmen's will retain beneficial ownership of all of the issued and
outstanding stock of Boatmen's-Amarillo, and the separate existence
of First National will cease.

The summary set forth in this Proxy Statement/Prospectus of
certain provisions of the Merger Agreement 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 to this Proxy Statement/Prospectus.

THE PARTIES

BOATMEN'S

Boatmen's is a multi-bank holding company headquartered in
St. Louis, Missouri. On February 28, 1995, Boatmen's completed
its acquisition of Worthen Banking Corporation ("Worthen"), the
second largest banking organization in Arkansas. See "THE PARTIES-
- -Boatmen's--Recent Developments." Restated to reflect the acquisition
of Worthen (renamed "Boatmen's Arkansas, Inc." upon consummation of the
transaction), Boatmen's had consolidated assets of approximately $32.4
billion and shareholders' equity of approximately $2.5 billion at December
31, 1994, making it the largest bank holding company in Missouri and
among the 30 largest in the United States. Boatmen's has 56 subsidiary
banks, including a federal savings bank, operating from over 500
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 $36.4
billion in assets under management at December 31, 1994. Boatmen's other
principal businesses include a mortgage banking company, a credit life
insurance company, a credit card company and an insurance agency. 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).

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BOATMEN'S-TEXAS

Boatmen's-Texas is a wholly-owned subsidiary of Boatmen's
which, in turn, owns all of the capital stock of Boatmen's-
Amarillo. At December 31, 1994, Boatmen's-Texas had consolidated
assets of approximately $1.1 billion and shareholders' equity of
approximately $76 million. The principal executive offices of
Boatmen's-Texas are at One Boatmen's Plaza, 800 Market Street,
St. Louis, Missouri 63101 (telephone number (314) 466-6000).

BOATMEN'S-AMARILLO

Boatmen's-Amarillo is a national banking association
headquartered in Amarillo, Texas, with seventeen offices located in
Amarillo, Canyon, Childress, Dalhart, Dumas, San Angelo and Vega,
Texas. Boatmen's-Amarillo, which commenced operations in 1890, was
acquired by Boatmen's on November 30, 1993. All of the outstanding
capital stock of Boatmen's-Amarillo is owned by Boatmen's-Texas.
At December 31, 1994, Boatmen's-Amarillo had assets of
approximately $1.1 billion, deposits of approximately $736 million,
and shareholders' equity of approximately $74 million. Boatmen's-
Amarillo, the largest commercial bank in terms of assets, deposits
and earnings in its service area (which includes northwestern
Texas, known as the "Panhandle", and portions of eastern New
Mexico, southwestern Kansas, southeastern Colorado and western
Oklahoma) offers a broad range of commercial and retail banking
services as well as other financial services to its customers.
Deposit products include certificates of deposit, individual
retirement accounts and other time deposits, checking and other
demand deposit accounts, savings accounts and money market
accounts. Loans include commercial and industrial, real estate,
mortgage, consumer and agricultural. Other products and services
include full service brokerage, credit cards, credit-related
insurance, automatic teller machines, safe deposit boxes and trust
services. The principal executive offices of Boatmen's-Amarillo
are at Eighth & Taylor, Amarillo, Texas 79101 (telephone number
(806) 378-1400).

FIRST NATIONAL

First National is a national banking association located in
Pampa, Texas. First National operates from its main office and
from its detached drive-in facility in Pampa, Texas. First
National offers complete banking services to the commercial,
agricultural and residential areas that it serves. At December 31,
1994, First National had assets of approximately $165.8 million,
loans of approximately $32.2 million and shareholders' equity of
approximately $28.0 million. The principal executive offices of
First National are at 100 North Cuyler Street, Pampa, Texas 79066
(telephone number (806) 665-8421).

THE SPECIAL MEETING

DATE, TIME AND PLACE OF THE SPECIAL MEETING

The special meeting of shareholders of First National (the
"Special Meeting") will be held at the offices of First National,
100 North Cuyler Street, Pampa, Texas 79066, on May 30, 1995,
at 2:00 p.m., local time.

MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING

At the Special Meeting, holders of common stock, par value
$10.00 per share, of First National ("First National Common")
will consider and vote upon the approval of the Merger
Agreement providing for, among other things, the Merger of
First National with and into Boatmen's-Amarillo. In addition,
the holders of First National Common may be asked to vote
on a proposal to adjourn or postpone the Special

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Meeting, 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 THE SPECIAL MEETING

The record date for the Special Meeting is April 20, 1995.

VOTE REQUIRED TO APPROVE MERGER AGREEMENT

Approval of the Merger Agreement will require the affirmative
vote of two-thirds (2/3) of the outstanding shares of First
National Common entitled to vote thereon. Holders of First
National Common will be entitled to one vote per share.

CERTAIN HOLDERS OF FIRST NATIONAL COMMON

As of the record date, the executive officers and directors of
First National and their affiliates owned beneficially 162,209.11
shares (approximately 40.55%) of First National Common, which are
expected by management to be voted in favor of the Merger
Agreement. See "INFORMATION ABOUT FIRST NATIONAL -- Security
Ownership of Certain Beneficial Owners and Management."

REVOCATION OF PROXIES

Proxies for use at the Special Meeting accompany this Proxy
Statement/Prospectus. 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 Cashier
of First National a written revocation or a duly executed proxy
bearing a later date. A holder of First National Common 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.

THE MERGER

MERGER CONSIDERATION

At the time the Merger is consummated (the "Effective Time"),
First National will merge into Boatmen's-Amarillo and, as a result
thereof, each share of First National Common, other than shares any
holders of which have duly exercised and perfected their
dissenters' rights under the National Bank Act, will be converted
into 3.3750 shares (the "Conversion Ratio") of common stock, par
value $1.00 per share, of Boatmen's, together with any rights
attached thereto ("Boatmen's Common"), under or by virtue of the
Rights Agreement, dated August 14, 1990, between Boatmen's and
Boatmen's Trust Company, as Rights Agent (such number of shares of
Boatmen's Common, together with any cash payment in lieu of
fractional shares, as described herein, is referred to herein as
the "Merger Consideration"). For a description of the Rights
Agreement, see "COMPARISON OF SHAREHOLDER RIGHTS -- Shareholder
Rights Plan." No fractional shares of Boatmen's Common will be
issued and, in lieu thereof, holders of shares of First National
Common who would otherwise be entitled to a fractional share
interest (after taking into account all shares of First National
Common held by such holder) will be paid an amount in cash equal to
the product of such fractional share interest and the closing price
of a share of Boatmen's Common on the Nasdaq Stock Market's
National Market ("Nasdaq") on the business day immediately
preceding the date on which the Effective Time occurs.

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The Merger Agreement provides that the Merger Consideration
would be subject to possible increase should the Effective Time
occur after the record date for the payment of the regular
quarterly dividend on Boatmen's Common declared during the second
quarter of 1995 or the third quarter of 1995. In such event, the
Merger Consideration will be increased by adding to the Conversion
Ratio the quotient of (i) the product of (A) the amount of such
quarterly dividend or dividends, as the case may be, less fifteen
cents ($0.15) per such dividend, multiplied by (B) 3.3750, divided
by (ii) the average closing price of a share of Boatmen's Common on
Nasdaq during the twenty trading days immediately preceding the
fifth calendar day immediately preceding the closing date of the
Merger (the "Boatmen's Average Price").

Should the Effective Time occur after the record date for the
payment of such second quarter or third quarter dividend on
Boatmen's Common (payable to shareholders of record of Boatmen's as
of June 1, 1995, with respect to the second quarter dividend), the
Conversion Ratio will be adjusted for such dividend in the manner
described above. The actual amount of such adjustment, if any, cannot
be calculated as of the date of this Proxy Statement/Prospectus and
will not be known until a date at least five calendar days prior to
the closing date of the Merger.

VALUE OF THE MERGER

Based on the Merger Consideration and the closing sales price
of Boatmen's Common as reported on Nasdaq on April 28, 1995, the
Merger had a per share value of $112.22 to holders of First
National Common, and the approximate total value of the Merger
Consideration to First National shareholders, was $44.9 million.
The market value of the Merger Consideration as stated above may
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.

REASONS FOR THE MERGER AND RECOMMENDATION OF THE BOARDS OF
DIRECTORS

The Board of Directors of First National has determined that
the Merger and the Merger Agreement, including the Merger
Consideration, are fair to, and in the best interests of, First
National and its shareholders. The Board believes that a business
combination with a larger and more geographically diversified
regional bank holding company would, in addition to providing
significant shareholder value to all shareholders, enable First
National to compete more effectively in its market area and
participate in the expanded opportunities for growth that the
Merger will make possible. Accordingly, the Board recommends that
shareholders of First National vote for approval and adoption of
the Merger Agreement.

Certain members of the management and Board of Directors of
First National have interests in the Merger that are in addition to
the interests of shareholders generally. See "THE MERGER --
Interests of Certain Persons in the Merger."

The Board of Directors of each of Boatmen's and Boatmen's-
Amarillo believe that the merger of First National into Boatmen's-
Amarillo would be a natural and desirable extension to Boatmen's
banking franchise in the Texas Panhandle.

OPINION OF FINANCIAL ADVISOR

First National's advisor with respect to financial aspects
of the Merger, Alex Sheshunoff & Co. Investment Banking
("Sheshunoff"), has rendered its opinion to the Board of
Directors of First National that the terms of the Merger are
fair and equitable, from a financial perspective, to First
National and its shareholders. The opinion of Sheshunoff,
attached as Appendix B to this Proxy Statement/Prospectus, sets

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13
forth the matters considered in rendering such opinion and should
be read by the First National shareholders in its entirety.

CONDUCT OF BUSINESS PENDING THE MERGER; DIVIDENDS

Pursuant to the Merger Agreement, First National has agreed to
carry on its business in the usual, regular and ordinary course in
substantially the same manner as conducted prior to the execution
of the Merger Agreement. The Merger Agreement provides that First
National may not declare or pay any dividend or make any other
distribution to shareholders, whether in cash, stock or other
property, after the date of the Merger Agreement unless (i) the
amount of any such dividend(s) declared or paid would not exceed
amounts paid on the same date of the preceding year, and (ii) the
declaration of payment of any such dividend would not cause First
National's Adjusted Shareholders' Equity (as defined herein) to be
less than $30,800,000. The term "Adjusted Shareholders' Equity"
means the total stockholders' equity of First National as of the
close of business on the business day immediately preceding the
Closing Date, but adjusted by adding back (i) the total amount of
all FASB 115 adjustments as of such date, and (ii) the amount of
any reductions of such stockholders' equity occurring after the
date of the Merger Agreement on account of any accruals, reserves
or changes made by First National required by the Merger Agreement.

CONDITIONS TO THE MERGER; REGULATORY APPROVALS

The Merger is subject to various conditions including, among
other things, (i) approval of the Merger Agreement by the requisite
two-thirds (2/3) vote of the shareholders of First National;
(ii) receipt of regulatory approval from the Office of the
Comptroller of the Currency (the "O.C.C."); (iii) receipt of a
ruling of the Internal Revenue Service (the "I.R.S.") on certain
tax aspects of the Merger; (iv) the occurrence of no material
adverse changes in the businesses of Boatmen's or First National;
and (v) First National's Adjusted Shareholders' Equity being not
less than $30,800,000. The O.C.C. has approved the regulatory
application to effect the Merger, and Boatmen's has received the
requisite ruling from the I.R.S. with respect to certain tax
aspects of the Merger.

TERMINATION OF THE MERGER AGREEMENT

The Merger Agreement may be terminated at any time prior to
the Effective Time: (i) by either party if the Merger is not
consummated on or prior to November 14, 1995; (ii) by mutual
agreement of the parties; (iii) by Boatmen's or First National in
the event of a material breach by the other of any of its
representations and warranties or agreements under the Merger
Agreement not cured within thirty (30) days after notice of such
breach is given by the non-breaching party; (iv) by either party in
the event all the conditions to its obligations are not satisfied
or waived (and not cured within any applicable cure period); (v) by
Boatmen's in the event that First National becomes a party or
subject to any new or amended written agreement, memorandum of
understanding, cease and desist order, imposition of civil money
penalties or other regulatory enforcement action or proceeding with
any federal or state agency charged with the supervision or
regulation of banks after the date of the Merger Agreement,
provided, however, that Boatmen's may not terminate the Merger
Agreement on account of any such regulatory enforcement action or
proceeding which, through the reasonable efforts of First National
and/or Boatmen's, could be terminated on or before the closing date
of the Merger without requiring any capital infusion to be made or
other action having a financial effect materially adverse to the
financial benefits of the Merger to Boatmen's; (vi) by Boatmen's if
certain reports of environmental inspection on the real properties
of First National 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
$400,000; (vii) by either party if any regulatory application filed
in connection with the Merger should be finally denied or
disapproved by the applicable regulatory authority; and (viii) by
either party if the Merger is not approved by the shareholders of
First National.

7
14

PAYMENT UPON OCCURRENCE OF CERTAIN TRIGGERING EVENTS

The Merger Agreement provides that upon the occurrence of one
or more Triggering Events (as described below), First National
shall pay to Boatmen's the sum of $800,000.

As used in the Merger Agreement, the term "Triggering Event"
means any of the following events: (i) termination of the Merger
Agreement by Boatmen's upon a breach thereof by First National,
provided that within twelve (12) months of the date of such
termination, an event described in clause (iii), (iv) or (v) of
this sentence shall have occurred; (ii) the failure of First
National's shareholders to approve the Merger and the Merger
Agreement at the Special Meeting; provided, however, that the
failure of First National's shareholders to approve the Merger and
the Merger Agreement shall not be deemed a Triggering Event if
(a) 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 on the second trading day immediately preceding
the Mailing Date (the "Boatmen's Final Price"), is less than
$26.00, (b) the number obtained by dividing the Boatmen's Final
Price by the Boatmen's Initial Price (as defined below), 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 .20 from such quotient, or (c) within eighteen (18)
months after the date of such meeting an event described in
clause (iii), (iv) or (v) below does not occur; (iii) any person or
group of persons (other than Boatmen's) acquires, or has the right
to acquire, fifty percent (50%) or more of the outstanding shares
of First National Common (exclusive of any shares of First National
Common sold directly or indirectly to such person or group of
persons by Boatmen's); (iv) expiration of the fifth day preceding
the scheduled expiration date of a tender or exchange offer by any
person or group of persons (other than Boatmen's and/or its
affiliates) to purchase or acquire securities of First National if
upon consummation of such offer, such person or group of persons
would own, control or have the right to acquire fifty percent (50%)
or more of the First National Common; or (v) upon the entry by
First National into an agreement or other understanding with a
person or group of persons (other than Boatmen's and/or its
affiliates) for such person or group of persons to acquire, merge
or consolidate with First National or to purchase or acquire First
National or all or substantially all of First National's assets.

As used in the Merger Agreement, (a) "Index Group" means all
of the bank holding companies listed on Exhibit 7.09 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 (20) trading days ending at the end of
the fifth trading day immediately preceding the closing date of the
Merger for such company to be acquired or to acquire another
company (which would constitute a "significant subsidiary" of such
company, as such term is defined under applicable S.E.C.
regulations) in exchange for its stock; (b) "Boatmen's Initial
Price" means the closing price of a share of Boatmen's Common as
reported on Nasdaq on November 14, 1994; (c) "Initial Index Price"
means the weighted average (weighted in accordance with the factors
specified on Exhibit 7.09 to the Merger Agreement) of the per share
closing prices of the common stock of the bank holding 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 November 14, 1994;
(d) "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 (20)
trading days ending at the end of the second trading day
immediately preceding the Mailing Date; and (e) "Final Index Price"
means the weighted average (weighted in accordance with the factors
specified on Exhibit 7.09 to the Merger Agreement) of the Final
Prices for all of the companies comprising the Index Group.

8
15

FEDERAL INCOME TAX CONSEQUENCES

The Merger has been structured to qualify as a tax-free
reorganization so that no gain or loss would be recognized by
Boatmen's or First National, and no gain or loss would be
recognized by First National shareholders, except in respect of
cash received for fractional shares and except for any cash
payments which might be received by such shareholders properly
exercising their dissenters' rights. Boatmen's has received a
ruling from the I.R.S. to the effect that (i) the Merger will
constitute a reorganization within the meaning of Section 368(a) of
the Internal Revenue Code of 1986, as amended, (ii) no gain or loss
will be recognized by the shareholders of First National who
receive solely shares of Boatmen's Common, (iii) the basis of
shares of Boatmen's Common received by the shareholders of First
National will be the same as the basis of shares of First National
Common 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 First National Common
exchanged therefor, provided such shares were held as capital
assets as of the Effective Time.

THE FOREGOING IS A GENERAL SUMMARY OF ALL OF THE MATERIAL
FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO FIRST NATIONAL
SHAREHOLDERS, WITHOUT REGARD TO THE PARTICULAR FACTS AND
CIRCUMSTANCES OF EACH SHAREHOLDER'S TAX SITUATION AND STATUS. EACH
FIRST NATIONAL SHAREHOLDER SHOULD CONSULT HIS OR HER OWN TAX
ADVISOR REGARDING ANY SUCH SPECIFIC TAX SITUATION AND STATUS,
INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL AND
FOREIGN LAWS AND THE POSSIBLE EFFECT OF CHANGES IN FEDERAL AND
OTHER TAX LAWS.

ACCOUNTING TREATMENT

The Merger is expected to qualify as a "pooling of interests"
for accounting and financial reporting purposes. The receipt of an
opinion from Ernst & Young LLP, the independent accountants of
Boatmen's, confirming that the Merger will qualify for "pooling of
interests" accounting, is a condition to Boatmen's and First
National's obligations to consummate the Merger. If such condition
is not met, the Merger would not be consummated unless the
condition were waived by Boatmen's and First National (which
Boatmen's has indicated it would not intend to do) and the approval
of First National shareholders entitled to vote on the Merger 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 assuming the completion of the
Merger. As of the date of this Proxy Statement/Prospectus,
Boatmen's and First National are not aware, after consultation with
Ernst & Young LLP, of any existing facts or circumstances which
would preclude such a pooling opinion from being issued by Ernst &
Young LLP.

EFFECTIVE TIME OF THE MERGER

The Merger will become effective on the date specified in the
certification to be issued by the O.C.C. It is presently
anticipated that the Merger will be consummated during the second
quarter of 1995, but no assurance can be given that such timetable
will be met.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

Certain members of First National's management and First
National's Board of Directors have interests in the Merger that are
in addition to, and separate from, the interests of shareholders of
First National generally. These include, among others, provisions
in the Merger Agreement relating to director and officer
indemnification and employee benefits after the Merger.

9
16

For information about the percentage of First National Common
owned by the directors and executive officers of First National,
see "INFORMATION ABOUT FIRST NATIONAL -- Security Ownership of
Certain Beneficial Owners and Management." None of the directors
or executive officers of First National would own, on a pro forma
basis giving affect to the Merger, more than 1% of the issued and
outstanding shares of Boatmen's Common.

DISSENTERS' RIGHTS

The rights of shareholders of First National with respect to
the Merger, including specifically any shareholders of First
National who dissent from the Merger Agreement, are governed by
provisions of the National Bank Act, which provides that a
shareholder of First National will be entitled to receive the value
of his or her shares of First National Common held as of the
Effective Time of the Merger if such shareholder: (i) votes
against the Merger Agreement at the Special Meeting or gives
written notice at or prior to the Special Meeting to the presiding
officer that he or she dissents from the Merger Agreement;
(ii) delivers to Boatmen's-Amarillo a written request to receive
payment for his or her shares of First National Common at any time
before thirty (30) days after the date of consummation of the
Merger; and (iii) surrenders his or her certificates for shares of
First National Common to Boatmen's-Amarillo with the written
request to receive payment therefor. See "THE MERGER --
Dissenters' Rights" and Appendix C attached hereto.

MANAGEMENT AND OPERATIONS AFTER THE MERGER

Boatmen's-Amarillo will be the surviving bank in the Merger.
Following consummation of the Merger, the present offices of First
National will operate as branch offices of Boatmen's-Amarillo. It
is not anticipated that the Board of Directors of Boatmen's,
Boatmen's-Texas or Boatmen's-Amarillo will be affected as a result
of the Merger. It is presently anticipated that the executive
officers of First National will continue as officers of the Pampa
operations of Boatmen's-Amarillo following the Merger. There are
no written employment agreements with respect to such anticipated
continued employment.

COMPARISON OF SHAREHOLDER RIGHTS

The rights of the shareholders of First National Common and
Boatmen's Common differ in certain respects. The rights of the
shareholders of First National who receive shares of Boatmen's
Common in the Merger will be governed by the corporate law of
Missouri, the state in which Boatmen's is incorporated, and by
Boatmen's Articles of Incorporation, Bylaws and other corporate
documents. The governing law and documents of Boatmen's differ
from those which apply to First National, which is a national
banking association, 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; and rights of Boatmen's
and its shareholders pursuant to certain corporate takeover
statutes. See "COMPARISON OF SHAREHOLDER RIGHTS."

10
17

COMPARATIVE STOCK PRICES

Shares of Boatmen's Common are traded in the over-the-counter
market and are listed on Nasdaq under the symbol BOAT. There is no
established trading market for First National Common. The
following table sets forth the high and low last sale prices of
Boatmen's Common for the periods indicated, as reported on Nasdaq,
and the high and low trading prices of First National known to
management of First National. 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 "1993 Stock Split").

Boatmen's First National
Common Stock Common Stock
------------ --------------

High Low High Low
---- --- ---- ---

1992 First Quarter . . . . $24.19 $21.19 <F*> <F*>
Second Quarter. . . . 25.63 21.44 45.00 39.50
Third Quarter . . . . 26.63 25.00 <F*> <F*>
Fourth Quarter. . . . 28.25 24.75 <F*> <F*>

1993 First Quarter . . . . 30.50 26.88 <F*> <F*>
Second Quarter. . . . 32.50 27.25 <F*> <F*>
Third Quarter . . . . 32.38 29.19 <F*> <F*>
Fourth Quarter. . . . 33.50 27.50 <F*> <F*>

1994 First Quarter . . . . 30.50 26.75 70.00 70.00
Second Quarter. . . . 35.00 28.88 45.00 45.00
Third Quarter . . . . 34.88 30.13 <F*> <F*>
Fourth Quarter. . . . 31.31 26.25 <F*> <F*>

1995 First Quarter . . . . 31.38 27.25 <F*> <F*>
Second Quarter. . . . 33.25 30.88 <F*> <F*>
(through April 28)

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

<F*> Management of First National is not aware of any sales of
shares of First National Common during the periods indicated.
Given the limited trading activity of First National Common, the
prices reflected in the chart may not be indicative of the actual
value of First National Common, which value may be more or less
than that indicated. The most recent transaction reported to
management of First National involving shares of First National
Common took place on May 18, 1994, at a price per share of $45.00.

On November 14, 1994, the last trading day before the
announcement of the proposed Merger, the closing sale price of
Boatmen's Common as reported on Nasdaq was $29.125 per share. On
such date, the equivalent per share price for First National
Common, which is calculated on the basis of the Merger
Consideration, was $98.30.

On April 28, 1995, the closing sale prices of Boatmen's
Common as reported on Nasdaq was $33.25 per share and the
equivalent per share price for First National Common was $112.22.
On such date there were approximately 32,011 and 83 holders of
record of Boatmen's Common and First National Common, respectively.

11
18
SELECTED COMPARATIVE PER SHARE DATA<F1>
(unaudited)

The following summary presents comparative historical, pro forma
and pro forma equivalent unaudited per share data for Boatmen's and
First National. Boatmen's historical per share data has been
restated for the periods presented to reflect the acquisition of
Worthen, which acquisition was completed on February 28, 1995. The
pro forma amounts also give effect to the acquisition of Worthen.
See "THE PARTIES -- Boatmen's -- Recent Developments" and "PRO
FORMA FINANCIAL DATA." The pro forma amounts assume the Merger had
been effective during the periods presented and has been accounted
for under the pooling of interests method of accounting. For a
description of the pooling of interests method of accounting with
respect to the Merger, see "THE MERGER -- Accounting Treatment."
The amounts designated "Pro Forma Combined Per Boatmen's Share"
represent the pro forma results of the Merger, the amounts
designated "Equivalent Pro Forma Per First National Share" are
computed by multiplying the Pro Forma Combined Per Boatmen's Share
amounts by a factor of 3.3750 to reflect the Conversion Ratio
(which equals 3.3750 shares of Boatmen's Common for each share of
First National Common, subject to adjustment as described herein).
See "THE MERGER -- Merger Consideration." 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 Proxy Statement/Prospectus.
See "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE," "PRO FORMA
FINANCIAL DATA" and "INDEX TO FINANCIAL STATEMENTS OF FIRST
NATIONAL."

Year Ended December 31,
-------------------------
1994 1993 1992
---- ---- ----

NET INCOME PER COMMON SHARE:

Historical
Boatmen's. . . . . . . . . . . . . . . . . $3.31 $2.91 $2.25
First National . . . . . . . . . . . . . . 6.17 8.06 10.47
Pro forma combined per
Boatmen's share. . . . . . . . . . . . . . 3.30 2.90 2.26
Equivalent pro forma
per First National share . . . . . . . . . 11.14 9.79 7.63

DIVIDENDS PER COMMON SHARE:

Historical
Boatmen's. . . . . . . . . . . . . . . . . $1.27 $1.15 $1.09
First National . . . . . . . . . . . . . . 5.00 5.00 5.00
Pro forma combined per
Boatmen's share <F2> . . . . . . . . . . . 1.27 1.15 1.09
Equivalent pro forma
per First National share <F3>. . . . . . . 4.29 3.88 3.68

BOOK VALUE PER COMMON SHARE
(PERIOD END):

Historical
Boatmen's. . . . . . . . . . . . . . . . . $20.69 $19.90 $17.67
First National . . . . . . . . . . . . . . 69.97 74.37 71.31
Pro forma combined per
Boatmen's share. . . . . . . . . . . . . . 20.69 19.92 17.71
Equivalent pro forma
per First National share . . . . . . . . . 69.83 67.23 59.77

<FN>
- --------------
<F1> Reflects restatement of Boatmen's share amounts to give effect
to the 1993 Stock Split.
<F2> Boatmen's pro forma dividends per share represent historical
dividends per share paid by Boatmen's.
<F3> Represents historical dividends per share paid by Boatmen's
calculated on the basis of the Merger Consideration.

12
19

SELECTED FINANCIAL DATA

The following tables present selected consolidated historical
financial data for Boatmen's, selected consolidated unaudited
historical financial data for First National, and unaudited pro
forma combined amounts reflecting the Merger. The pro forma
amounts assume the Merger had been effective during the periods
presented. The data presented are derived from the consolidated
financial statements of Boatmen's, which have been restated to
reflect the acquisition of Worthen, and First National and should
be read in conjunction with the more detailed information and
financial statements included herein or incorporated by reference
in this Proxy Statement/Prospectus. The data should also be read
in conjunction with the unaudited pro forma financial statements
included elsewhere in this Proxy Statement/Prospectus. See
"INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE," "PRO FORMA
FINANCIAL DATA" and "INDEX TO FINANCIAL STATEMENTS OF FIRST
NATIONAL."

BOATMEN'S BANCSHARES, INC.
SELECTED FINANCIAL DATA
(UNAUDITED)

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

Summarized Income Statement: . . . .
- ---------------------------
Net Interest Income . . . . . . . . $1,165,210 $1,107,290 $1,001,455 $845,398 $748,821
Provision for Loan Losses . . . . . 25,705 64,812 139,475 118,017 125,662
Noninterest Income . . . . . . . . 591,423 568,188 516,779 415,151 346,861
Noninterest Expense . . . . . . . . 1,116,755 1,098,858 1,016,868 878,673 763,474
Income Tax Expense . . . . . . . . 211,198 162,139 99,228 63,925 38,808
Net Income. . . . . . . . . . . . . 402,975 349,669 262,663 199,934 167,738
Per Common Share Data<F1>:
- -------------------------
Net Income. . . . . . . . . . . . . $3.31 $2.91 $2.25 $1.78 $1.56
Cash Dividends Paid . . . . . . . . 1.27 1.15 1.09 1.07 1.06
Stockholders' Equity
(period end). . . . . . . . . . . 20.69 19.90 17.67 16.32 15.09
Financial Position at Period End:
- --------------------------------
Loans, Net of Unearned Income . . . $18,455 $16,538 $14,709 $13,743 $13,592
Total Assets. . . . . . . . . . . . 32,425 30,233 27,751 26,144 25,649
Deposits. . . . . . . . . . . . . . 25,126 23,952 22,723 20,826 20,608
Long-Term Debt. . . . . . . . . . . 558 530 430 344 317
Stockholders' Equity. . . . . . . . 2,512 2,410 2,102 1,871 1,627
Selected Financial Ratios:
- -------------------------
Return on Average Assets. . . . . . 1.30% 1.23% 0.99% 0.81% 0.75%
Return on Average Common
Equity<F2>. . . . . . . . . . . . 16.30 15.58 13.20 11.32 10.58
Net Interest Margin . . . . . . . . 4.34 4.49 4.35 4.04 4.01
Nonperforming Assets as % of
Total Loans and Foreclosed
Property<F3>. . . . . . . . . . . 1.06 1.85 2.80 3.75 3.76
Nonperforming Loans as % of Total
Loans . . . . . . . . . . . . . . 0.73 1.17 1.89 2.46 3.02
Loan Reserve as % of Net Loans. . . 2.03 2.26 2.26 2.06 1.91
Net Charge-Offs as % of Average
Loans . . . . . . . . . . . . . . 0.15 0.23 0.75 0.78 0.73
Equity to Assets. . . . . . . . . . 7.75 7.97 7.57 7.16 6.34
Tangible Equity to Assets<F4> . . . 6.95 7.04 6.80 6.44 5.68
Tier 1 Risk-Based Capital<F5> . . . 10.79 10.90 10.55 10.11 -
Total Risk-Based Capital<F5>. . . . 13.94 14.39 13.74 13.05 -

<FN>
- ---------------------------
<F1> Reflects restatement of share amounts for the 1993 Stock
Split.
<F2> Based on net income available to common shareholders.
<F3> Nonperforming assets include nonaccrual loans, restructured
loans, loans past due 90 days or more and foreclosed property.
<F4> Tangible equity to assets is defined as total equity less all
intangibles as a percentage of total tangible assets.
<F5> Calculated using final 1992 risk-based guidelines.

13
20

FIRST NATIONAL BANK IN PAMPA
SELECTED FINANCIAL DATA
(UNAUDITED)

Year Ended December 31,
--------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
(income statement amounts in thousands except per share data)

Summarized Income Statement:
- ---------------------------
Net Interest Income . . . . . . . . . . $5,887 $7,202 $7,850 $6,638 $6,138
Provision for Loan Losses . . . . . . . (515) (405) (792) 44 825
Noninterest Income. . . . . . . . . . . 281 420 479 362 302
Noninterest Expense . . . . . . . . . . 2,945 3,156 2,959 3,142 2,934
Income Tax Expense. . . . . . . . . . . 1,269 1,645 1,975 1,296 967
Net Income. . . . . . . . . . . . . . . 2,469 3,226 4,187 2,518 1,714
Per Common Share Data:
- ---------------------
Net Income. . . . . . . . . . . . . . . $ 6.17 $ 8.06 $10.47 $ 6.29 $ 4.28
Cash Dividends Paid . . . . . . . . . . 5.00 5.00 5.00 1.75 1.75
Stockholders' Equity (period end):. . . 69.97 74.37 71.31 65.84 61.30
Financial Position at Period End:
- --------------------------------
Loans, Net of Unearned Income . . . . . $ 33,092 $ 35,321 $ 31,606 $ 29,850 $ 34,163
Total Assets. . . . . . . . . . . . . . 165,835 182,742 196,199 186,800 189,103
Deposits. . . . . . . . . . . . . . . . 137,318 152,218 166,938 159,143 163,300
Long-Term Debt. . . . . . . . . . . . . 0 0 0 0 0
Stockholders' Equity. . . . . . . . . . 27,989 29,749 28,523 26,336 24,518
Selected Financial Ratios:
- -------------------------
Return on Average Assets. . . . . . . . 1.40% 1.71% 2.18% 1.35% 0.95%
Return on Average Equity. . . . . . . . 8.26 10.85 15.02 9.80 7.07
Net Interest Margin . . . . . . . . . . 3.52 4.04 4.30 3.55 3.38
Nonperforming Assets as % of
Total Loans and Foreclosed
Property<F1>. . . . . . . . . . . . . 4.46 1.22 3.46 8.12 7.25
Nonperforming Loans as % of
Total Loans . . . . . . . . . . . . . 3.55 1.01 2.64 3.44 2.48
Loan Reserve as % of Net Loans. . . . . 2.65 2.81 3.36 4.33 3.27
Net Charge-Offs as % of Average
Loans . . . . . . . . . . . . . . . . (1.12) (0.97) (1.77) (0.40) 0.51
Equity to Assets. . . . . . . . . . . . 16.88 16.28 14.54 14.10 12.97
Tangible Equity to Assets<F2> . . . . . 16.88 16.28 14.54 14.10 12.97
Tier 1 Risk-Based Capital<F3> . . . . . 84.50 70.21 73.27 71.65 -
Total Risk-Based Capital<F3>. . . . . . 85.75 71.46 74.52 73.18 -

<FN>
- ---------------------------
<F1> Nonperforming assets include nonaccrual loans, restructured
loans, loans past due 90 days or more and foreclosed property.
<F2> Tangible equity to assets is defined as total equity less
all intangibles as a percentage of total tangible assets.
<F3> Calculated using final 1992 risk-based guidelines.

14
21

BOATMEN'S BANCSHARES, INC.
AND
FIRST NATIONAL BANK IN PAMPA
PRO FORMA COMBINED SELECTED FINANCIAL DATA
(UNAUDITED)

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

Summarized Income Statement:
- ---------------------------
Net Interest Income................. $1,171,097 $1,114,492 $1,009,305 $851,960 $754,864
Provision for Loan Losses........... 25,190 64,407 138,683 118,061 126,487
Noninterest Income.................. 591,704 568,608 517,258 415,589 347,258
Noninterest Expense................. 1,119,700 1,102,014 1,019,827 881,815 766,408
Income Tax Expense.................. 212,467 163,784 101,203 65,221 39,775
Net Income.......................... 405,444 352,895 266,850 202,452 169,452
Per Common Share Data<F1>:
- -------------------------
Net Income<F1>...................... $3.30 $2.90 $2.26 $1.78 $1.56
Cash Dividends Paid................. 1.27 1.15 1.09 1.07 1.06
Stockholders' Equity (period end):.. 20.69 19.92 17.71 16.36 15.13
Financial Position at Period End:
- --------------------------------
Loans, Net of Unearned Income....... $18,488 $16,573 $14,741 $13,773 $13,626
Total Assets........................ 32,591 30,416 27,947 26,331 25,838
Deposits............................ 25,263 24,104 22,890 20,985 20,771
Long-Term Debt...................... 558 530 430 344 317
Stockholders' Equity................ 2,540 2,440 2,131 1,897 1,652
Selected Financial Ratios:
- -------------------------
Return on Average Assets............ 1.30% 1.23% 1.00% 0.82% 0.76%
Return on Average Common
Equity <F2>....................... 16.20 15.52 13.23 11.30 10.52
Net Interest Margin................. 4.34 4.49 4.35 4.04 4.00
Nonperforming Assets as % of
Total Loans and Foreclosed
Property <F3>..................... 1.07 1.85 2.81 3.76 3.77
Nonperforming Loans as % of
Total Loans....................... 0.73 1.17 1.89 2.46 3.01
Loan Reserve as % of Net Loans...... 2.03 2.26 2.26 2.06 1.92
Net Charge-Offs as % of Average
Loans............................. 0.15 0.23 0.75 0.77 0.74
Equity to Assets.................... 7.79 8.02 7.62 7.21 6.39
Tangible Equity to Assets <F4>...... 7.00 7.10 6.86 6.49 5.74
Tier 1 Risk-Based Capital <F5>...... 10.91 11.03 10.68 10.25 -
Total Risk-Based Capital <F5>....... 14.06 14.51 13.87 13.18 -

<FN>
<F1> Reflects restatement of share amounts for the 1993 Stock
Split.
<F2> Based on net income available to common shareholders.
<F3> Nonperforming assets include nonaccrual loans,
restructured loans, loans past due 90 days or more and
foreclosed property.
<F4> Tangible equity to assets is defined as total equity less
all intangibles as a percentage of total tangible assets.
<F5> Calculated using final 1992 risk-based guidelines.

15
22

THE SPECIAL MEETING

DATE, TIME AND PLACE OF SPECIAL MEETING

This Proxy Statement/Prospectus is being furnished to
shareholders of First National Bank in Pampa, a national banking
association located in Pampa, Texas ("First National"), in
connection with the solicitation of proxies by the Board of
Directors of First National for use at the special meeting of
shareholders to be held at the offices of First National at
100 North Cuyler Street, Pampa, Texas 79066 on May 30, 1995,
at 2:00 p.m., local time (the "Special Meeting").

MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING

At the Special Meeting, the holders of common stock, par value
$10.00 per share, of First National ("First National Common") will
be asked to approve the Agreement and Plan of Merger, dated
November 14, 1994 (the "Merger Agreement"), by and between First
National and Boatmen's First National Bank of Amarillo ("Boatmen's-
Amarillo"), a national banking association located in Amarillo,
Texas and wholly-owned subsidiary of Boatmen's Texas, Inc.
("Boatmen's-Texas"), a Missouri corporation and wholly-owned
subsidiary of Boatmen's Bancshares, Inc., a Missouri corporation
("Boatmen's"), and joined in by Boatmen's and Boatmen's-Texas,
providing for, among other matters, the merger of First National
with and into Boatmen's-Amarillo. In addition, the holders of
First National Common may be asked to vote on a proposal to adjourn
or postpone the Special Meeting, 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 MEETING

The Board of Directors of First National has fixed the close
of business on April 20, 1995, as the record date for the
determination of holders of shares of First National Common to
receive notice of and to vote at the Special Meeting. On the
record date, there were 400,000 shares of First National Common
outstanding. Only holders of shares of First National Common of
record on the record date are entitled to vote at the Special
Meeting. No shares of First National Common can be voted at the
Special Meeting unless the record holder is present in person or
represented by proxy at the Special Meeting.

VOTE REQUIRED TO APPROVE THE MERGER AGREEMENT

The affirmative vote of two-thirds (2/3) of the outstanding
shares of First National Common entitled to vote thereon is
required to approve the Merger Agreement. Each holder of First
National Common is entitled to one vote per share of First National
Common. As of the record date, the executive officers and
directors of First National and their affiliates have the power to
vote 162,209.11 shares (approximately 40.55% of the shares
outstanding) of First National Common, all of which are expected to
be voted in favor of the Merger Agreement. For information
regarding the shares of First National Common beneficially owned,
directly or indirectly, by certain shareholders, by each director
and executive officer of First National, and by all directors and
officers of First National as a group, see "INFORMATION ABOUT FIRST
NATIONAL -- Security Ownership of Certain Beneficial Owners and
Management." As of the

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23
record date, the directors and executive officers of Boatmen's did not
own beneficially any shares of First National Common.

VOTING AND REVOCATION OF PROXIES FOR SPECIAL MEETING

Proxies for use at the Special Meeting accompany this Proxy
Statement/Prospectus. A shareholder may use his or her proxy if he
or she is unable to attend the Special Meeting in person or wishes
to have his or her shares voted by proxy even if he or she does
attend the Special Meeting. Shares of First National Common
represented by a proxy properly signed and returned to First
National at, or prior to, the Special Meeting, unless subsequently
revoked, will be voted at the Special Meeting 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 First National Common represented by such proxy will be voted
FOR the Merger Agreement and FOR any proposal regarding adjournment
or postponement, if such a proposal is made. Any proxy given
pursuant to this solicitation may be revoked by the grantor at any
time prior to the voting thereof by filing with the Cashier of
First National a written revocation or a duly executed proxy
bearing a later date. A holder of First National Common 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.

SOLICITATION OF PROXIES FOR THE SPECIAL MEETING

In addition to solicitation of proxies from shareholders of
First National Common by use of the mail, proxies also may be
solicited by personal interview, telephone and wire by directors,
officers and employees of First National, who will not be
specifically compensated for such services. Except as set forth
below, all costs of soliciting proxies, assembling and mailing the
Proxy Statement/Prospectus and all papers which now accompany or
hereafter may supplement the same will be borne by First National.

EXPENSES FOR PREPARATION OF PROXY STATEMENT/PROSPECTUS

Boatmen's and First National have agreed to share in the
expense of preparing this Proxy Statement/Prospectus, and Boatmen's
will bear the entire cost of printing this Proxy Statement/
Prospectus and all Securities and Exchange Commission ("S.E.C.")
and other regulatory filing fees incurred in connection therewith.

MAILING DATE OF PROXY STATEMENT/PROSPECTUS

This Proxy Statement/Prospectus, the attached notice of
Special Meeting and the enclosed proxy card are first being sent to
shareholders of First National on or about May 1, 1995 (the "Mailing
Date").

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24
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 56 subsidiary banks, including a
federal savings bank, which operate from over 500 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 December 31, 1994, including Worthen, Boatmen's had
consolidated assets of approximately $32.4 billion and total
shareholders' equity of approximately $2.5 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
reported assets under management totaling approximately $36.4
billion at December 31, 1994. The trust operations, with revenues
in 1994 of approximately $166 million, provide Boatmen's with a
significant source of noninterest income.

RECENT DEVELOPMENTS

Dalhart Bancshares, Inc. On January 31, 1995, Boatmen's
------------------------
completed its acquisition of Dalhart Bancshares, Inc. ("Dalhart")
and its subsidiary bank, Citizens State Bank of Dalhart,
headquartered in Dalhart, Texas. At the effective time of the
merger, Dalhart merged into Boatmen's-Texas and Citizens State Bank
of Dalhart merged into Boatmen's-Amarillo. At December 31, 1994,
Dalhart had consolidated assets of approximately $136 million and
operated from four locations in the Texas Panhandle. Approximately
700,000 shares of Boatmen's Common were exchanged for all of the
capital stock of Dalhart and Citizens State Bank of Dalhart. The
acquisition was accounted under the pooling of interests method of
accounting.

National Mortgage Company. On January 31, 1995, Boatmen's
-------------------------
completed its acquisition of National Mortgage Company, a full
service mortgage banking company headquartered in Memphis,
Tennessee. At the effective time of the merger, National Mortgage
Company merged with Boatmen's mortgage banking subsidiary with the
resulting name "Boatmen's National Mortgage, Inc." At December 31,
1994, National Mortgage Company's loan servicing portfolio was
approximately $13.8 billion. Approximately five million shares of
Boatmen's Common were exchanged for all of the capital stock of
National Mortgage Company's parent corporations and affiliated
entities. The acquisition was accounted under the pooling of
interests method of accounting.

Worthen Banking Corporation. On February 28, 1995, Boatmen's
---------------------------
completed its acquisition of Worthen Banking Corporation
("Worthen"), the second largest banking organization in Arkansas.
Worthen, a multi-bank holding company headquartered in Little Rock,
Arkansas (renamed "Boatmen's Arkansas, Inc." at the effective time
of the merger) operates 112 retail banking offices throughout the
State of Arkansas, six (6) such offices in the Austin, Texas area,
and other non-banking subsidiaries including a trust company. At
December 31, 1994, Worthen had approximately $3.5 billion in
assets. Approximately 17.3 million

18
25
shares of Boatmen's Common were issued in exchange for all of the capital
stock of Worthen. The acquisition was accounted under the pooling of
interests method of accounting.

Salem Community Bancorp, Inc. On February 28, 1995, Boatmen's
-----------------------------
completed its acquisition of Salem Community Bancorp, Inc.
("Salem"), a bank holding company located in Salem, Illinois. At
the effective time of the merger, Salem was merged into a newly
formed holding company subsidiary of Boatmen's. Salem's subsidiary
bank, Community State Bank, operates from two locations in Southern
Illinois and will be merged into an existing banking subsidiary of
Boatmen's during the second quarter of 1995. At December 31, 1994,
Salem had consolidated assets of approximately $80 million.
Approximately 289,000 shares of Boatmen's Common were exchanged for
all of the capital stock of Salem. The acquisition was accounted
under the purchase method of accounting.

West Side Bancshares, Inc. On March 31, 1995, Boatmen's
--------------------------
completed its acquisition of West Side Bancshares, Inc. ("West
Side") and its subsidiary bank, Bank of the West, headquartered in
San Angelo, Texas. At the effective time of the merger, West Side
merged into Boatmen's-Texas and Bank of the West merged into
Boatmen's-Amarillo. At March 31, 1995, West Side had consolidated
assets of approximately $144 million and operated from two
locations in San Angelo, Texas. Approximately 600,000 shares of
Boatmen's Common were exchanged for all of the capital stock of
West Side. The acquisition was accounted under the purchase method
of accounting.

BOATMEN'S-TEXAS

BOATMEN'S-AMARILLO

Boatmen's-Amarillo is a national banking association
headquartered in Amarillo, Texas. Boatmen's-Amarillo, which
commenced operations in 1890, was acquired by Boatmen's on
November 30, 1993. All of the outstanding capital stock of
Boatmen's-Amarillo is owned by Boatmen's-Texas. At December 31,
1994, Boatmen's-Amarillo had assets of approximately $1.1 billion,
deposits of approximately $736 million and shareholders' equity of
approximately $74 million.

Boatmen's-Amarillo operates from seventeen offices, including
one mobile banking facility, in Amarillo, Canyon, Childress,
Dalhart, Dumas, San Angelo and Vega, Texas. Boatmen's-Amarillo,
the largest commercial bank in terms of assets, deposits and
earnings in its service area (which includes northwestern Texas,
known as the "Panhandle," and portions of eastern New Mexico,
southwestern Kansas, southeastern Colorado and western Oklahoma)
offers a broad range of commercial and retail banking services as
well as other financial services to its customers. Deposit
products include certificates of deposit, individual retirement
accounts and other line deposits, checking and other demand deposit
accounts, NOW and super NOW accounts, savings accounts and money
market accounts. Loans include commercial and industrial, real
estate, mortgage, consumer and agricultural. Other products and
services include full service brokerage, credit cards, credit-
related insurance, automatic teller machines, safe deposit boxes
and trust services.

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26

FIRST NATIONAL

First National is a national banking association located in
Pampa, Texas. First National operates from its main office and its
detached drive-in facility in Pampa, Texas. First National offers
complete banking services to the commercial, agricultural and
residential areas that it serves. At December 31, 1994, First
National had assets of approximately $165.8 million, loans of
approximately $32.2 million and shareholders' equity of
approximately $28.0 million. Services include commercial and
consumer loans, commercial and residential mortgages, deposit
services, and many other traditional banking services. Lending is
primarily to small- and medium-size businesses and is generally
tied to a strong oil and gas economy.

First National competes in a market with two other commercial
banks, a state savings bank, and many credit unions. In addition,
strong competition for deposit and loan services come from
brokerage firms in Pampa, Texas and the surrounding area.
Competition for deposits and loans is aggressive.

First National is subject to supervision, regulation, and
examination by the Office of the Comptroller of the Currency (the
"O.C.C."), and its deposits are insured by the Federal Deposit
Insurance Corporation. The principal executive offices of First
National are at 100 North Cuyler Street, Pampa, Texas 79066
(telephone number (806) 665-8421).

THE MERGER

BACKGROUND OF THE MERGER

The Board of Directors of First National has never sought or
invited acquisition proposals, and any inquirers were initially
informed by management that First National was not for sale.
During the early 1980's, a few unsolicited merger proposals were
informally discussed with management, but were deemed to be
unattractive because of uncertainties concerning the financial
condition or future prospects of proposed merger partners.

In recent years, bank merger and acquisition activity in Texas
has been increasing. In January 1994, a major stockholder of First
National was approached by a representative of Boatmen's and the
parties discussed the possibility of Boatmen's making a proposal to
acquire First National. The major stockholders of First National
believed that it would be in the best interests of the stockholders
to receive a stock-for-stock, tax free exchange proposal, with such
a proposal to be evaluated based on the current financial condition
and future prospects of the potential acquirer, and such
stockholders communicated their position to the Board of Directors.
In addition, for a proposal to be acceptable, it was important that
current dividends being paid on the stock of the acquirer should be
approximately equal to dividends paid to the stockholders of First
National. Also, it was important that the market value of the
stock proposed to be offered in exchange for First National Common
adequately reflect what the directors and principal stockholders of
First National believe to be a fair value of First National Common.

After the initial contact by Boatmen's, one of its
representatives met with the Chairman of the Board and the major
stockholder, at which time a stock-for-stock acquisition was
discussed. Over the course of ten months, several subsequent
meetings were held between a representative of Boatmen's and the
Chairman of the Board of First National. The first two proposals
by Boatmen's were rejected by the directors of First National
because the consideration offered was deemed to be inadequate,
but a third proposal, submitted to the Board of Directors
in early November 1994, was accepted in principle, subject
to the negotiation of a

20
27
definitive agreement acceptable to both parties. The resulting
Merger Agreement was executed November 14, 1994.

REASONS FOR THE MERGER

The Board of Directors of First National has determined that
the Merger and the Merger Agreement, including the Merger
Consideration (as defined herein), are fair to, and in the best
interests of, First National and its shareholders. The Board has
concluded that, in today's environment, a business combination with
a larger bank and more geographically diversified regional bank
holding company would, in addition to providing significant
shareholder value to all shareholders, enable First National to
compete more effectively in its market area and participate in the
expanded opportunities for growth that the Merger will make
possible. Accordingly, the Board recommends that shareholders of
First National vote for approval and adoption of the Merger
Agreement.

Certain members of the management and Board of Directors of
First National have interests in the Merger that are in addition to
the interests of shareholders of First National generally. See
"THE MERGER -- Interests of Certain Persons in the Merger."

The Board of Directors of each of Boatmen's and Boatmen's-
Amarillo believe that the merger of First National into Boatmen's-
Amarillo, would be a natural and desirable addition to Boatmen's
banking franchise in the Texas Panhandle.

RECOMMENDATION OF THE BOARD OF DIRECTORS

FOR THE REASONS SET FORTH ABOVE, THE BOARD OF DIRECTORS OF
FIRST NATIONAL RECOMMENDS THAT THE HOLDERS OF FIRST NATIONAL COMMON
VOTE "FOR" APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.

OPINION OF FINANCIAL ADVISOR

In November 1994, First National retained Alex Sheshunoff &
Co. Investment Banking ("Sheshunoff"), an investment banking firm
based in Austin, Texas, on the basis of its experience, to render
a written fairness opinion with respect to the financial aspects of
the Merger (the "Opinion") to the Board of Directors and
shareholders of First National. Sheshunoff has been in the
business of consulting for the banking industry for twenty years,
including the appraisal and valuation of banking institutions and
their securities in connection with mergers and acquisitions and
equity offerings. Sheshunoff has a long history of familiarity and
involvement with the banking industry nationwide, as well as
familiarity with the Texas market and recent transactions in this
market. Sheshunoff did review the negotiated terms of the Merger
Agreement, including corporate governance matters. Except as
described herein, Sheshunoff is not affiliated in any way with
First National or Boatmen's or their respective affiliates.

On April 7, 1995, in connection with their consideration of
the Merger Agreement, Sheshunoff issued its Opinion to the Board of
Directors of First National that, in its opinion as investment
bankers, the terms of the Merger as provided in the Merger Agreement
are fair and equitable, from a financial perspective, to First
National and its shareholders. This Opinion is based upon conditions
as they existed on March 8, 1995. A copy of the Opinion is attached
as Appendix B to this Proxy Statement/Prospectus and should be

21
28
read in its entirety by First National shareholders. Sheshunoff's
written opinion does not constitute an endorsement of the merger or a
recommendation to any shareholder as to how such shareholder should
vote.

In rendering its Opinion, Sheshunoff reviewed certain publicly
available information concerning First National and Boatmen's,
including each party's audited financial statements and annual
reports. Sheshunoff considered many factors in making its
evaluation. In arriving at its Opinion regarding the fairness of
the transaction, Sheshunoff reviewed: (i) the Merger Agreement;
(ii) the most recent external auditor's reports to the Board of
Directors of each organization; (iii) the audited December 31, 1994
balance sheet and income statement and the audited December 31,
1993 balance sheet and income statement for each organization; (iv)
the rate sensitivity analysis reports for each organization; (v)
each organization's listing of marketable securities showing rate,
maturity and market value as compared to book value; (vi) the
internal loan classification list of First National; (vii) the
listing of other real estate owned for First National; (viii) the
budget and long range operating plan of each organization; (ix) the
minutes of the Board of Directors meetings for each organization;
(x) the most recent Board of Directors report for each
organization; (xi) the listing and description of significant real
properties for First National; and (xii) the directors and officers
liability and blanket bond insurance policies for each
organization. Sheshunoff conducted an on-site review of each
organization's historical performance and current financial
condition and performed a market area analysis.

In addition, Sheshunoff discussed with the management of First
National and Boatmen's the relative operating performance and
future prospects of each organization, primarily with respect to
the current level of their earnings and future expected operating
results, giving weight to Sheshunoff's assessment of the future of
the banking industry and each organization's performance within the
industry. Sheshunoff compared the results of operation of First
National with the results of operation of a peer group comprised of
all Texas banks with total assets of $100 to $499 million (202
banks). Sheshunoff compared the results of operation of Boatmen's
with the results of operations of a peer group comprised of all
bank holding companies in the Midwestern United States with total
assets over $1 billion (69 Bank Holding Companies). The following
table contains the most relevant financial ratios utilized in this
type of comparison.

FIRST NATIONAL'S BOATMEN'S
FIRST PEER GROUP PEER
NATIONAL<F1> MEDIAN<F2> BOATMEN'S<F2> GROUP MEDIAN<F2>
------------ ---------- ------------- ----------------

Return on Average Assets 1.42% 1.24% 1.28% 1.22%
Return on Average Equity 8.41% 15.09% 16.21% 14.96%
Net Interest Margin (tax
adjusted)/Average Assets 3.34% 4.23% 3.89% 4.20%
Noninterest
Income/Average Assets 0.21% 0.97% 1.83% 1.26%
Total Overhead
Expense/Average Assets 1.69% 3.40% 3.56% 3.47%
Loan Loss
Provision/Average Assets -0.30% 0.03% 0.10% 0.12%
Total Loans/Total Deposits 24.1% 49.7% 79.5% 80.4%
Total Nonperforming
Loans/Gross Loans 3.55% 0.84% 1.99% 0.74%
Loan Loss Reserve/
Total Loans 2.65% 1.49% 2.13% 1.60%
Core Capital/Assets 17.88% 8.41% 7.37% 8.19%

<FN>
<F1>Financial Data as of December 31, 1994.
<F2>Financial Data as of September 30, 1994.

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29

Many variables affect the value of banks, not the least of
which is the uncertainty of future events, so that the relative
importance of the valuation variables differs in different
situations, with the result that appraisal theorists argue about
which variables are the most appropriate ones on which to focus.
However, most appraisers agree that the primary financial variables
to be considered are earnings, equity, dividends or dividend-paying
capacity, asset quality and cash flow. In addition, in most
instances, if not all, value is further tempered by non-financial
factors such as marketability, voting rights or block size, history
of past sales of the banking company's stock, nature and
relationship of the other shareholdings in the bank, and special
ownership or management considerations.

Sheshunoff analyzed the total purchase price on a cash
equivalent fair market value basis using standard evaluation
techniques (as discussed below) including comparable sales
multiples, net present value, cash flow analysis, return on
investment and price as a percentage of total assets based on
certain assumptions of projected growth, earnings and dividends and
a range of discount rates from 10% to 15%.

Net asset value is the value of the net equity of a bank,
---------------
including every kind of property and value. This approach normally
assumes liquidation on the date of appraisal with the recognition
of securities gains or losses, real estate appreciation or
depreciation, adjustments to the loan loss reserve, discounts to
the loan portfolio and changes in the net value of other assets.
As such, it is not the best approach to use when valuing a going
concern, because it is based on historical costs and varying
accounting methods. Even if the assets and liabilities are
adjusted to reflect prevailing prices and yields (which is often of
limited accuracy because readily available data is often lacking),
it still results in a liquidation value for the concern.
Furthermore, since this method does not take into account the
values attributable to the going concern such as the
interrelationship among the company's assets and liabilities,
customer relations, market presence, image and reputation, and
staff expertise and depth, little weight is given by Sheshunoff to
the net asset value method of valuation.

Market value is generally defined as the price, established on
------------
an "arms-length" basis, at which knowledgeable, unrelated buyers
and sellers would agree. The market value is frequently used to
determine the price of a minority block of stock when both the
----
quantity and the quality of the "comparable" data are deemed
sufficient. However, the relative thinness of the specific market
for the stock of the banking company being appraised may result in
the need to review alternative markets for comparative pricing
purposes. The "hypothetical" market value for a small bank with a
thin market for its stock is normally determined by comparison to
the average price to earnings, price to equity and dividend yield
of local or regional publicly-traded bank issues, adjusting for
significant differences in financial performance criteria and for
any lack of marketability or liquidity. The market value in
connection with the evaluation of control of a bank is determined
by the previous sales of banks in the state or region. In valuing
a business enterprise, when sufficient comparable trade data is
available, the market value deserves greater weighting than the net
asset value and similar emphasis as the investment value as
discussed below.

Sheshunoff maintains substantial files concerning the prices
paid for banking institutions nationwide. The database includes
transactions involving Texas banking organizations and banking
organizations in the Southwest region of the United States in 1994
and over the past five years. The database provides comparable
pricing and financial performance data for banking organizations
sold or acquired. Organized by different peer groups, the data
presents averages of financial performance and purchase price
levels, thereby facilitating a valid comparative purchase price
analysis. In analyzing the transaction value of First National,
Sheshunoff has considered the market approach and has evaluated
price to equity and price to earnings multiples of Texas banking
organizations.

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30

Comparable Sales Multiples. Sheshunoff calculated an
"Adjusted Book Value" of $123.00 per share, based on First
National's March 8, 1995 equity and the average price to equity
multiple of 1.61x for Texas banking organizations sold in 1994.
Sheshunoff calculated an "Adjusted Earnings Value" of $58.92 per
share, based on First National's 1994 earnings and the average
price to earnings multiple of 9.55x for Texas banking organizations
sold in 1994. The financial performance characteristics of the
regional banking organizations vary, sometimes substantially, from
those of First National. When the variance is significant for
relevant performance factors, adjustments to the price multiples is
appropriate when comparing them to the transaction value.

The investment value is sometimes referred to as the income
----------------
value or earnings value. One investment value method frequently
used estimates the present value of an enterprise's future earnings
or cash flow. Another popular investment value method is to
determine the level of current annual benefits (earnings, cash
flow, dividends, etc.), and then capitalize one or more of the
benefit types using an appropriate capitalization rate such as an
earnings or dividend yield. Yet another method of calculating
investment value is a cash flow analysis of the ability of a
banking company to service acquisition debt obligations (at a
certain price level) while providing sufficient earnings for
reasonable dividends and capital adequacy requirements. In
connection with the cash flow analysis, the return on investment
that would accrue to a prospective buyer at the transaction value
is calculated. The investment value methods which were analyzed in
connection with this transaction were the net present value
analysis, the cash flow analysis and the return on investment
analysis, which are discussed below.

Net Present Value Analysis. The investment or earnings value
of any banking organization's stock is an estimate of the present
value of the future benefits, usually earnings, cash flow or
dividends, which will accrue to the stock. An earnings value is
calculated using an annual future earnings stream over a period of
time of not less than ten years and the residual value of the
earnings stream after ten years, assuming no earnings growth, and
an appropriate capitalization rate (the net present value discount
rate). Sheshunoff's computations were based on an analysis of the
banking industry, the economic and competitive situations in First
National's market area, its current financial condition and
historical levels of growth and earnings. Using a net present
value discount rate of 12%, an acceptable discount rate considering
the risk-return relationship most investors would demand for an
investment of this type as of the valuation date, the "Net Present
Value of Future Earnings," equaled $47.51 per share.

Cash Flow Analysis. The cash flow method assumes the
formation of a bank holding company with maximum leverage according
to Federal Reserve System guidelines and analyzes the ability of
the bank to retire holding company acquisition debt within a
reasonable period of time while maintaining adequate capital.
Using this method Sheshunoff arrived at a value of $56.00 per
share.

Return on Investment Analysis. Return on investment analysis
(ROI) also assumes the formation of a bank holding company using
maximum regulatory leverage and analyzes the ten year ROI of a
33.33% equity investment at the transaction value of $102.52 per
share for First National compared to a liquidation at book value in
the year 2004, and a sale at ten times projected earnings for the
year 2004. This ROI analysis provides a benchmark for assessing
the validity of the fair market value of a majority block of stock.
The ROI analysis is one approach to valuing a going concern, and is
directly impacted by the earnings stream, dividend payout levels
and levels of debt, if any. Other financial and nonfinancial
factors indirectly affect the ROI; however, these factors more
directly influence the level of ROI an investor would demand from
an investment in a majority block of stock of a specific bank at a
certain point in time. The ROI's, assuming liquidation at book
value in 2004 and assuming sale at ten times projected earnings in
2004 exceed expectations.

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Price as a Percentage of Total Assets. Furthermore, a price
level indicator, price as a percentage of total assets, may be used
to confirm the validity of the transaction value. Price as a
percentage of total assets facilitates a truer price level
comparison with comparable banking organizations, regardless of the
differing levels of equity capital and earnings. In this instance,
a transaction value of $102.52 per share results in a price as a
percentage of total assets of 24.94%. The weighted average price
as a percentage of total assets for banking organizations sold in
Texas in 1994 equaled 13.03%.

Finally, another test of appropriateness for the transaction
value of a majority block of stock is the net present value-to-
transaction value ratio. Theoretically, an earnings stream may be
valued through the use of a net present value analysis. In
Sheshunoff's experience with majority block community bank stock
valuations, it has determined that a relationship does exist
between the net present value of an "average" community banking
organization and the transaction value of a majority block of the
banking organization's stock. The net present value-to-transaction
value ratio equals 46.34% for First National. There are many other
factors to consider, when valuing a going concern, which do not
directly impact the earnings stream and the net present value but
which do exert a degree of influence over the fair market value of
a going concern. These factors include, but are not limited to,
the general condition of the industry, the economic and competitive
situations in the market area and the expertise of the management
of the organization being valued.

When the net asset value, market value and investment value
methods are subjectively weighed, using the appraiser's experience
and judgment, it is Sheshunoff's opinion that the proposed
transaction is fair.

Consideration was given to the levels of earnings per share,
equity per share and dividends per share appreciation or dilution
percentages between the merger partners over the next three to five
years after consummation. A merger is usually completed with the
hopes of realizing economies of scale and earnings enhancement
opportunities, thereby providing a benefit to First National
shareholders that otherwise might not be attainable. To justify
the fairness of the transaction for First National shareholders, it
is important to project, based upon realistic projections of future
performance, a positive impact for First National shareholders.
Sheshunoff projected that First National shareholders will have a
higher level of earnings per share, equity per share and dividends
per share after the merger with Boatmen's than they would on a
stand-alone basis.

Neither First National nor Boatmen's imposed any limitations
upon the scope of the investigation to be performed by Sheshunoff
in formulating such Opinion. In rendering its Opinion, Sheshunoff
did not independently verify the asset quality and financial
condition of First National or Boatmen's, but instead relied upon
the data provided by or on behalf of First National and Boatmen's
to be true and accurate in all material respects.

For its services as independent financial analyst for the
merger, including the rendering of its Opinion referred to above,
First National has paid Sheshunoff aggregate fees of $15,000.
First National also agreed to reimburse Sheshunoff for reasonable
out-of-pocket expenses. Prior to being retained for this
assignment, Sheshunoff has provided professional services and
products to Boatmen's. The revenues derived from such services and
products are insignificant when compared to the firm's total gross
revenues.

MERGER CONSIDERATION

The Merger Agreement provides that each share of First National
Common, other than shares held by any shareholder properly exercising
dissenters' rights under the National Bank Act, will be converted,

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at the effective time of the Merger (the "Effective Time"), into the
right to receive 3.3750 shares (the "Conversion Ratio") of Boatmen's
Common, including any rights attached thereto, under or by virtue of
the Rights Agreement, dated August 14, 1990, between Boatmen's and
Boatmen's Trust Company, as Rights Agent (see "COMPARISON OF
SHAREHOLDER RIGHTS -- Shareholder Rights Plan"), plus cash in lieu of
fractional shares as described herein (the "Merger Consideration").
The Conversion Ratio is subject to possible increase as described
herein. The Merger Consideration was determined through negotiations,
taking into account the relative value of Boatmen's Common and First
National Common, between Boatmen's and First National.

No fractional shares of Boatmen's Common will be issued. In
the event a holder of shares of First National Common would be
entitled, in the aggregate, to a fractional share interest in
Boatmen's Common, then, in lieu of issuing such fractional share,
Boatmen's will pay to such holder an amount of cash equal to such
fraction multiplied by the closing price of a share of Boatmen's
Common on the Nasdaq Stock Market's National Market ("Nasdaq") on
the business day immediately preceding the date on which the
Effective Time occurs.

Should the Effective Time occur after the record date for the
payment of the regular second quarter or third quarter dividend on
Boatmen's Common (payable to shareholders of record of Boatmen's as
of June 1, 1995, with respect to the second quarter dividend), the
Conversion Ratio will be adjusted for such dividend in the manner
described above. The actual amount of such adjustment, if any, cannot
be calculated as of the date of this Proxy Statement/Prospectus and
will not be known until at least five calendar days prior to the
closing date of the Merger.

If, prior to the Effective Time, a share of Boatmen's Common
would 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 thereon should be declared
with a record date prior to the Effective Time (a "Share
Adjustment"), then the number of shares of Boatmen's Common into
which a share of First National Common would be converted pursuant
to the Merger Agreement will be appropriately and proportionately
adjusted so that each shareholder of First National will be
entitled to receive such number of shares of Boatmen's Common as
such shareholder would have received pursuant to such Share
Adjustment had the record date thereof been immediately following
the Effective Time.

FORM OF THE MERGER

The Merger Agreement provides that First National will merge
into Boatmen's-Amarillo, and Boatmen's-Amarillo will be the
surviving association in the Merger.

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CONDUCT OF BUSINESS PENDING THE MERGER; DIVIDENDS

Pursuant to the Merger Agreement, First National has agreed to
carry on its business in the usual, regular and ordinary course in
substantially the same manner as conducted prior to the execution
of the Merger Agreement. The Merger Agreement provides that First
National may not declare or pay a dividend on the First National
Common or make any other distribution to shareholders, whether in
cash, stock or other property, after the date of the Merger
Agreement unless (i) the amount of any such dividend(s) declared or
paid would not exceed amounts paid on the same date of the
preceding year, and (ii) the declaration of payment of any such
dividend would not cause First National's Adjusted Shareholders'
Equity (as defined herein) to be less than $30,800,000. The term
"Adjusted Shareholders' Equity" means the total stockholders'
equity of First National as of the close of business on the
business day immediately preceding the Closing Date, but adjusted
by adding back (i) the total amount of all FASB 115 adjustments as
of such date, and (ii) the amount of any reductions of such
stockholders' equity occurring after the date of the Merger
Agreement on account of any accruals, reserves or changes made by
First National required by the Merger Agreement.

CONDITIONS TO CONSUMMATION OF THE MERGER

The Merger is subject to various conditions. Specifically,
the obligations of each party to effect the Merger are subject to
the fulfillment or waiver by each of the parties, at or prior to
the date on which the Merger is consummated (the "Closing Date") of
the following conditions: (i) the representations and warranties
of the respective parties to the Merger Agreement as set forth
therein will be true and correct in all material respects on the
date thereof and as of the Closing Date; (ii) the respective
parties to the Merger Agreement will have performed and complied in
all material respects with all of its obligations and agreements
required to be performed prior to the Closing Date; (iii) no party
to the Merger Agreement will be subject to any order, decree or
injunction of a court or agency of competent jurisdiction which
enjoins or prohibits the consummation of the Merger; (iv) all
necessary regulatory approvals and consents required to consummate
the Merger, including the approval of the shareholders of First
National, will have been obtained and all waiting periods in
respect thereof will have expired; (v) each party will have
received all required documents from the other party; (vi) the
Registration Statement relating to the Boatmen's Common to be
issued pursuant to the Merger 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 S.E.C. or any
securities agency; (vii) Boatmen's will have received a ruling of
the Internal Revenue Service (the "I.R.S.") to the effect that
(a) the Merger will constitute a reorganization within the meaning
of Section 368(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), (b) no gain or loss will be recognized by the holders
of First National Common upon receipt of the Merger Consideration
(except for cash received in lieu of fractional shares), (c) the
basis of shares of Boatmen's Common received by the shareholders of
First National will be the same as the basis of shares of First
National Common exchanged therefor, and (d) the holding period of
the shares of Boatmen's Common received by the shareholders of
First National will include the holding period of the shares of
First National Common exchanged therefor, provided such shares were
held as capital assets as of the Effective Time; and (viii) First
National's Adjusted Shareholders' Equity being not less than
$30,800,000; provided, however, that should the Adjusted
Shareholders' Equity be less than $30,800,000 on the date that
would have been the Closing Date but for the failure of this
condition, then the Closing Date shall be such later date (not to
exceed 70 days) as the Adjusted Shareholders' Equity equals or
exceeds $30,800,000.

The obligations of Boatmen's and Boatmen's-Amarillo to effect the
Merger are further subject to the conditions that, prior to the Closing
Date, (i) Boatmen's has received a letter from Ernst & Young LLP, its

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independent public accountants, to the effect that the Merger
qualifies for "pooling of interests" accounting treatment; and (ii)
Boatmen's has received certain environmental inspection reports
required to be obtained on Pampa's real properties and Boatmen's will
not have elected to exercise its termination rights in connection
therewith (which such rights are described herein).

The necessary regulatory approvals have been obtained from the
O.C.C., and Boatmen's has received the requisite ruling from the
I.R.S. with respect to certain tax aspects of the Merger.

REGULATORY APPROVALS

The Merger is subject to the prior approval of the O.C.C.
Acquisitions subject to O.C.C. approval under the Bank Merger Act,
such as the Merger, may not be consummated until thirty (30) days
after the date of the approval by the O.C.C., during which period
the United States Department of Justice may in its discretion
challenge the transaction under the antitrust laws; provided,
however, that the Merger may be consummated after the 15th day
following the date of O.C.C. approval if the O.C.C. has not
received any adverse comments from the United States Department of
Justice relating to the competitive aspects of the transaction and
the Department of Justice has consented to such shorter waiting
period. The necessary regulatory approval from the O.C.C. has been
received and the applicable waiting period has expired.

TERMINATION OR ABANDONMENT

The Merger Agreement may be terminated at any time prior to
the Effective Time: (i) by either party if the Merger is not
consummated on or prior to November 14, 1995; (ii) by mutual
agreement of the parties; (iii) by Boatmen's or First National in
the event of a material breach by the other of any of its
representations and warranties or agreements under the Merger
Agreement not cured within thirty (30) days after notice of such
breach is given by the non-breaching party; (iv) by either party in
the event all the conditions to its obligations are not satisfied
or waived (and not cured within any applicable cure period); (v) by
Boatmen's in the event that First National becomes a party or
subject to any new or amended written agreement, memorandum of
understanding, cease and desist order, imposition of civil money
penalties or other regulatory enforcement action or proceeding with
any federal or state agency charged with the supervision or
regulation of banks after the date of the Merger Agreement,
provided, however, that Boatmen's may not terminate the Merger
Agreement on account of any such regulatory enforcement action or
proceeding which, through the reasonable efforts of First National
and/or Boatmen's, could be terminated on or before the Closing Date
without requiring any capital infusion to be made or other action
having a financial effect materially adverse to the financial
benefits of the Merger to Boatmen's; (vi) by Boatmen's if certain
reports of environmental inspection on the real properties of First
National 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
$400,000, as reasonably estimated by an environmental expert
retained for such purpose by Boatmen's and reasonably acceptable to
First National, or if the cost of such actions and measures cannot
be so reasonably estimated by such expert with any reasonable
degree of certainty; provided, however, that Boatmen's must
exercise such termination right within ten (10) business days
following receipt of such estimate or indication that the cost of
such actions and measures cannot be so reasonably estimated, and
provided further that termination of the Merger Agreement shall be
Boatmen's sole remedy in such event; (vii) by either party if any
regulatory application filed in connection with the Merger should
be finally denied or disapproved by the applicable regulatory
authority; and (viii) by either party, should the shareholders of
First National not approve the Merger.

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PAYMENT UPON OCCURRENCE OF CERTAIN TRIGGERING EVENTS

The Merger Agreement provides that upon the occurrence of one
or more Triggering Events (defined below), First National shall pay
to Boatmen's the sum of $800,000.

As used in the Merger Agreement, the term "Triggering Event"
means any of the following events: (i) termination of the Merger
Agreement by Boatmen's upon a breach thereof by First National,
provided that within twelve (12) months of the date of such
termination, either an event described in clause (iii), (iv) or (v)
of this sentence shall have occurred; (ii) the failure of First
National's shareholders to approve the Merger and the Merger
Agreement at the Special Meeting; provided, however, that the
failure of First National shareholders to approve the Merger and
the Merger Agreement shall not be deemed a Triggering Event if
(a) 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 on the second trading day immediately preceding
the Mailing Date (the "Boatmen's Final Price"), is less than
$26.00, (b) the number obtained by dividing the Boatmen's Final
Price by the Boatmen's Initial Price (as defined below), 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 .20 from such quotient, or (c) within eighteen (18)
months after the date of such meeting an event described in
clause (iii), (iv) or (v) below does not occur; (iii) any person or
group of persons (other than Boatmen's) acquires, or has the right
to acquire, fifty percent (50%) or more of the outstanding shares
of First National Common (exclusive of any shares of First National
Common sold directly or indirectly to such person or group of
persons by Boatmen's); (iv) expiration of the fifth day preceding
the scheduled expiration date of a tender or exchange offer by any
person or group of persons (other than Boatmen's and/or its
affiliates) to purchase or acquire securities of First National if
upon consummation of such offer, such person or group of persons
would own, control or have the right to acquire fifty percent (50%)
or more of the First National Common; or (v) upon the entry by
First National into an agreement or other understanding with a
person or group of persons (other than Boatmen's and/or its
affiliates) for such person or group of persons to acquire, merge
or consolidate with First National or to purchase or acquire First
National or all or substantially all of First National's assets.

As used above, (a) "Index Group" means all of the bank holding
companies listed on Exhibit 7.09 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 (20) 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 which would constitute
a "significant subsidiary" of such company (as such term is defined
under applicable S.E.C. regulations) in exchange for its stock;
(b) "Boatmen's Initial Price" means the closing price of a share of
Boatmen's Common as reported on Nasdaq on November 14, 1994;
(c) "Initial Index Price" means the weighted average (weighted in
accordance with the factors specified on Exhibit 7.09 to the Merger
Agreement) of the per share closing prices of the common stock of
the bank holding 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
November 14, 1994; (d) "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 (20) trading days ending at the end of the
second trading day immediately preceding the Mailing Date; and
(e) "Final Index Price" means the weighted average (weighted in
accordance with the factors specified on Exhibit 7.09 to the Merger
Agreement) of the Final Prices for all of the companies comprising
the Index Group.

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DISSENTERS' RIGHTS

The following summary of the rights of First National
shareholders who choose to dissent and demand payment for their
shares of First National Common does not purport to be a complete
statement of the National Bank Act relating to their rights, and is
qualified by reference to the excerpts of the National Bank Act
that have been set forth as Appendix C to this Proxy
Statement/Prospectus. Each shareholder of First National who
chooses to dissent from the Merger Agreement should consult with
his or her own legal counsel concerning his or her rights and the
specific procedures and available remedies under the National Bank
Act.

ANY FAILURE TO FOLLOW THE DETAILED PROCEDURES SET FORTH IN THE
NATIONAL BANK ACT MAY RESULT IN A SHAREHOLDER OF FIRST NATIONAL
LOSING ANY RIGHT HE OR SHE MAY HAVE TO DISSENT FROM THE MERGER
AGREEMENT AND DEMAND FAIR VALUE FOR HIS OR HER SHARES OF FIRST
NATIONAL COMMON.

The shareholders of First National will have the right to
dissent from the Merger Agreement in accordance with applicable
law. The rights of shareholders of First National, which is a
national banking association, who choose to dissent from the Merger
Agreement are governed and controlled by Title 12, Section 215a(b)
through 215a(d) of the National Bank Act, a copy of which is
attached hereto as Appendix C. The rights of shareholders of First
National who choose to dissent from the Merger Agreement are not
governed or controlled by state law.

The National Bank Act provides that a shareholder of First
National who chooses to assert dissenters' rights must vote against
the Merger Agreement at the Special Meeting or give written notice
at or prior to such Special Meeting to the presiding officer that
the shareholder dissents from the Merger Agreement. A shareholder
who fails to vote against the Merger Agreement at the Special
Meeting or give written notice at or prior to such Special Meeting
to the presiding officer that the shareholder dissents from the
Merger Agreement, will be bound by the terms of the Merger
Agreement.

Following approval of the Merger Agreement, a shareholder of
First National who chooses to assert dissenter's rights, and who
voted against the Merger Agreement at the Special Meeting or gave
written notice at or prior to such Special Meeting to the presiding
officer that the shareholder dissents from the Merger Agreement,
must deliver a written request for payment for his or her shares of
First National Common to Boatmen's and surrender his or her
certificates representing shares of First National Common to
Boatmen's with the written request for payment at any time before
thirty (30) days after the date of consummation of the Merger. A
shareholder who fails to deliver a written request for payment for
his or her shares of First National Common to Boatmen's or fails to
surrender his or her First National Common to Boatmen's with the
written request for payment before thirty (30) days after the date
of consummation of the Merger will be bound by the terms of the
Merger Agreement.

The value of the shares of First National Common of any
dissenting shareholder who properly asserts his or her dissenters'
rights shall be determined as of the effective date of the Merger.
In accordance with the National Bank Act, the value of the shares
of First National Common will be determined by an appraisal made by
a committee of the following three persons: (1) one person who is
selected by the vote of the holders of the majority of the stock,
the owners of which have properly asserted their dissenters'
rights; (2) one person who is selected by the Board of Directors
of Boatmen's-Amarillo; and (3) one person who is selected by the
two persons so selected. The valuation of the shares of First
National Common agreed upon by any two of the three persons on
the appraisal committee will be the governing value of the
shares. If for any reason one or more of the appraisers is not
selected, or if the appraisers are properly selected but

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fail to determine the value of the shares of a dissenting
shareholder within ninety (90) days from the consummation of the
Merger, the O.C.C. shall, upon receiving a written request from
any interested party, cause an appraisal to be made which
appraisal shall be final and binding on all parties.

A shareholder of First National who properly asserted his or
her dissenters' rights who is unsatisfied with the value fixed by
the appraisal committee may, within five (5) days after being
notified of the appraised value of his or her shares, appeal to the
O.C.C., who will cause a reappraisal to be undertaken. The
O.C.C.'s reappraisal of the dissenting shareholder's shares of
First National Common will be final and binding on the dissenting
shareholder who challenged the appraisal committees' original
valuation. Any expenses incurred by the O.C.C. in making an
appraisal or reappraisal, as the case may be, of the value of a
dissenting shareholder's shares of First National Common will be
paid by Boatmen's-Amarillo.

The value of the shares of First National Common ascertained
by the appraisal committee or O.C.C., as the case may be, will be
promptly paid by Boatmen's-Amarillo to any dissenting shareholders
who properly asserted his or her dissenters' rights. The shares of
Boatmen's Common that would have been delivered to any dissenting
shareholders had the dissenting shareholders not chosen to dissent
will be sold by Boatmen's-Amarillo at an advertised public auction.
Boatmen's-Amarillo will have the right to purchase any of such
shares at the public auction, if Boatmen's-Amarillo is the highest
bidder therefor, for the purpose of reselling such shares within
thirty (30) days thereafter to such person or persons and at such
price not less than par value as the Board of Directors of
Boatmen's-Amarillo by resolution may determine. If Boatmen's-
Amarillo sells such shares at the public auction at a price greater
than the price paid to the dissenting shareholders of First
National, the excess price of the shares sold at the public auction
over the price paid to the dissenting shareholders will be paid by
Boatmen's-Amarillo to such dissenting shareholders.

If the holders of more than approximately ten percent (10%) of
the shares of First National Common should exercise their
dissenters' rights, the Merger would not qualify as a "pooling of
interests" for accounting and financial reporting purposes and
would not be consummated, unless Boatmen's should waive this
condition to its obligations under the Merger Agreement. Boatmen's
has no present intention to waive this condition to its obligation
to consummate the Merger.

THE FOREGOING SUMMARY DOES NOT PURPORT TO BE A COMPLETE
STATEMENT OF THE PROVISIONS OF THE NATIONAL BANK ACT RELATING TO
THE RIGHTS OF DISSENTING SHAREHOLDERS OF FIRST NATIONAL, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE EXCERPTS FROM THE
NATIONAL BANK ACT INCLUDED HEREIN AS APPENDIX C.

EXCHANGE OF FIRST NATIONAL STOCK CERTIFICATES; FRACTIONAL SHARES

The conversion of First National Common into Boatmen's Common
(other than any shares as to which dissenters' rights are properly
exercised) will occur by operation of law at the Effective Time.
After the Effective Time, certificates theretofore evidencing
shares of First National Common (such certificates, other than
certificates held by shareholders exercising their dissenters'
rights, being collectively referred to herein as the "First
National Certificates"), which may be exchanged for shares of
Boatmen's Common will be deemed, for all corporate purposes other
than the payment of dividends and other distributions on such
shares, to evidence ownership of and entitlement to receive such
shares of Boatmen's Common.

As soon as reasonably practicable after the Effective Time,
and in no event more than ten (10) business days thereafter,
Boatmen's Trust Company (the "Exchange Agent") will mail a
transmittal letter and instructions to each record holder of a
First National Certificate whose shares were converted into the

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right to receive the Merger Consideration, advising such holder of
the number of shares of Boatmen's Common such holder is entitled to
receive pursuant to the Merger, of the amount of cash such holder
is due in lieu of a fractional share of Boatmen's Common, and of
the procedures for surrendering such First National Certificates in
exchange for a Certificate for the number of whole shares of
Boatmen's Common, and a check for the cash amount (if any) such
holder is entitled to receive in lieu of fractional shares. The
letter of transmittal will also specify that delivery will be
effected, and risk of loss and title to the First National
Certificates will pass, only upon proper delivery of the First
National Certificates to the Exchange Agent and will be in such
form and have such other provisions as Boatmen's may reasonably
specify. SHAREHOLDERS OF FIRST NATIONAL ARE REQUESTED NOT TO
SURRENDER THEIR FIRST NATIONAL CERTIFICATES FOR EXCHANGE UNTIL SUCH
LETTER OF TRANSMITTAL AND INSTRUCTIONS ARE RECEIVED. The shares of
Boatmen's Common into which First National Common will be converted
in the Merger will be deemed to have been issued at the Effective
Time. Unless and until the First National Certificates are
surrendered, along with a duly executed letter of transmittal, any
other required documents and notification of the holder's federal
taxpayer identification number, dividends on the shares of
Boatmen's Common issuable with respect to such First National
Common, which would otherwise be payable, will not be paid to the
holders of such First National Certificates and, in such case, upon
surrender of the First National Certificates, and a duly executed
Letter of Transmittal, any other required documents and
notification of taxpayer identification number, there will be paid
any dividends on such shares of Boatmen's Common that became
payable between the Effective Time and the time of such surrender
and notification. No interest on any such dividends will accrue or
be paid.

REPRESENTATIONS AND WARRANTIES OF FIRST NATIONAL, BOATMEN'S AND
BOATMEN'S-AMARILLO

The Merger Agreement contains various representations and
warranties of the parties thereto. These include, among other
things, representations and warranties by First National, except as
otherwise disclosed to Boatmen's, as to: (i) its organization and
good standing; (ii) its capitalization; (iii) the due authorization
and execution of the Merger Agreement by First National (iv) the
accuracy of its financial statements and filings with the O.C.C.;
(v) the absence of material adverse changes in the financial
condition, results of operations, business or prospects of First
National; (vi) the absence of certain orders, agreements or
memoranda of understanding between First National and any federal
or state agency charged with the supervision or regulation of
banks; (vii) the filing of tax returns and payment of taxes;
(viii) the absence of pending or threatened litigation or other
such actions; (ix) agreements with employees, including employment
agreements; (x) certain reports required to be filed with various
regulatory agencies; (xi) its loan portfolio; (xii) employee
matters and ERISA; (xiii) title to its properties, the absence of
liens (except as specified) and insurance matters;
(xiv) environmental matters; (xv) compliance with applicable laws
and regulations; (xvi) the absence of undisclosed liabilities;
(xvii) the absence of brokerage commissions or similar finder's
fees in connection with the Merger; and (xviii) the accuracy of
information supplied by First National in connection with the
Registration Statement, this Proxy Statement/Prospectus and any
other documents to be filed with the S.E.C. or any banking or other
regulatory authority in connection with the transactions
contemplated by the Merger Agreement.

Boatmen's and Boatmen's-Amarillo's representations and
warranties include, among other things, those as to (i) their
organization and good standing; (ii) their capitalization;
(iii) the due authorization and execution of the Merger Agreement
by each of Boatmen's and Boatmen's-Amarillo, and the absence
of the need (except as specified) for governmental or third party
consents to the Merger; (iv) subsidiaries of Boatmen's; (v) the
accuracy of Boatmen's financial statements and filings with the
S.E.C.; (vi) the absence of material adverse changes in the
financial condition, results of operations or business of
Boatmen's and its subsidiaries; (vii) the absence of material
pending or threatened litigation or other such actions;

32
39
(viii) certain reports required to be filed with various
regulatory agencies; (ix) compliance with applicable laws and
regulations; and (x) the accuracy of information supplied by
Boatmen's and Boatmen's-Amarillo in connection with the
Registration Statement, this Proxy Statement/Prospectus and any
other documents to be filed with the S.E.C. or any banking or
other regulatory authority in connection with the transactions
contemplated by the Merger Agreement.

CERTAIN OTHER AGREEMENTS

Business of First National in Ordinary Course. Pursuant to
---------------------------------------------
the Merger Agreement, First National has agreed, among other
things, that it will conduct its business and engage in
transactions only in the usual, regular and ordinary course as
previously conducted, and that it will not, without the prior
written consent of Boatmen's (which shall not be unreasonably
withheld): (i) issue additional First National Common or other
capital stock, options, warrants or other rights to subscribe for
or purchase First National Common, or any other capital stock or
any other securities convertible into or exchangeable for any
capital stock of First National; (ii) directly or indirectly
redeem, purchase or otherwise acquire First National Common or any
other capital stock of First National; (iii) effect a
reclassification, recapitalization, splitup, exchange of shares,
readjustment or other similar change in any capital stock or
otherwise reorganize or recapitalize; (iv) change its articles of
association or bylaws; (v) except as specifically provided, grant
any increase, other than ordinary and normal increases consistent
with past practices, 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 change any bonus,
insurance, pension, or other employee plan, payment or arrangement
made to, for or with any such officers or employees; (vi) borrow or
agree to borrow any amount of funds other than in the ordinary
course of business or directly or indirectly guarantee or agree to
guarantee any obligations of others; (vii) except as specifically
provided, make or commit to make any new loan or letter of credit
or any new or additional discretionary advance under any existing
line of credit, in excess of $1,500,000, or that would increase the
aggregate credit outstanding to any one borrower or group of
affiliated borrowers to more than $1,500,000; (viii) purchase or
otherwise acquire any investment security for its own account
having an average remaining life maturity greater than five years
or any asset-backed securities other than those issued or
guaranteed by the Government National Mortgage Association, the
Federal National Mortgage Association or the Federal Home Loan
Mortgage Corporation; (ix) increase or decrease the rate of
interest paid on time deposits or certificates of deposit except in
a manner and pursuant to policies consistent with First National's
past practices; (x) enter into any agreement, contract or
commitment having a term in excess of three months other than
letters of credit, loan agreements and other lending, credit and
deposit agreements and documents made in the ordinary course of
business; (xi) mortgage, pledge, subject to lien or charge or
otherwise encumber any of its assets or properties except in the
ordinary course of business; (xii) cancel, accelerate or waive any
material indebtedness, claims or rights owing to First National
except in the ordinary course of business; (xiii) sell or otherwise
dispose of any real property or any material amount of personal
property other than (a) properties acquired in foreclosure or
otherwise in the ordinary collection of indebtedness or
(b) securities that were held for sale by First National as of
June 30, 1994, not to exceed in the aggregate $5,000,000, provided
that the proceeds of any such sale shall not be reinvested, without
Boatmen's prior written consent, except in United States Treasury
obligations having maturities of one year or less; (xiv) foreclose
or otherwise take title to or possess any real property, other than
single family, non-agricultural residential property of one acre or
less, without first obtaining a phase one environmental report that
indicates that the property is free of hazardous, toxic or polluting
waste materials; (xv) commit any act or fail to do any act which will
result in a material breach of any agreement, contract or commitment;
(xvi) violate any law, statute, rule, governmental regulation or order
which will materially adversely affect the business, financial
condition or earnings of First National; (xvii) purchase any real
or personal property or make any capital expenditure in excess
of $250,000; or (xviii) engage in any transaction or take any

33
40
action that would render untrue, in any material respect, any of
the representations and warranties made by First National in the
Merger Agreement, if such representations or warranties were
given as of the date of such transaction or action.

Additional First National Reserves, Accruals, Charges and Expenses.
------------------------------------------------------------------
The Merger Agreement acknowledges that while First National believes
it has established all reserves and taken all provisions for possible
loan losses required by generally accepted accounting principles and
applicable laws, rules and regulations, Boatmen's has adopted
different loan, accrual and reserve policies (including different loan
classifications and levels of reserves for possible loan losses).
Accordingly, the Merger Agreement provides that Boatmen's and First
National will consult and cooperate with each other prior to the
Effective Time (i) to conform First National's loan, accrual and
reserve policies to those of Boatmen's; (ii) to determine appropriate
accruals, reserves, and charges for First National to establish and
take in respect of excess equipment write-off or write-down of various
assets, and other appropriate charges and accounting adjustments
taking into account the parties' business plans following the
Merger; and (iii) to determine the amount and the timing for
recognizing for financial accounting purposes the expenses of the
Merger and the restructuring charges related to or to be incurred
in connection with the Merger. First National has agreed to
establish and take all such reserves, accruals and charges and
recognize, for financial accounting purposes, such expenses and
charges, as requested by Boatmen's and at such times as are
mutually agreeable to Boatmen's and First National, provided,
however, that First National is not required to take any action
that is inconsistent with generally accepted accounting principles.

Environmental Inspections. First National has provided
-------------------------
Boatmen's, in accordance with the provisions of the Merger
Agreement, a report of a phase one environmental investigation on
certain real property owned or leased by First National (not
including leased space in retail and similar establishments and
space leased for automatic teller machines). 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; (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.

Other First National Agreements. In addition, First National
-------------------------------
has agreed to (i) give Boatmen's prompt written notice of any
occurrence, or impending or threatened occurrence, of any event or
condition which would cause or constitute a breach of any of First
National's representations or agreements in the Merger Agreement or
of the occurrence of any matter or event known to and directly
involving First National (not including changes in conditions that
affect the banking industry generally) that is materially adverse to
the business, operations, properties, assets or condition (financial
or otherwise) of First National; (ii) use its best efforts to obtain
all necessary consents in any material leases, licenses, contracts,
instruments and rights that require the consent of another person
for their transfer or assumption pursuant to the Merger; (iii)
use its best efforts to perform and fulfill all conditions and
obligations to be performed or fulfilled under the Merger

34
41
Agreement and to effect the Merger; and (iv) permit Boatmen's
reasonable access to First National's properties and to disclose and
make available all books, documents, papers and records relating to
assets, stock ownership, properties, operations, obligations and
liabilities in which Boatmen's may have a reasonable and legitimate
interest in furtherance of the transactions contemplated by the Merger
Agreement.

Boatmen's Agreements. Pursuant to the Merger Agreement,
--------------------
Boatmen's has agreed, among other things, to (i) file all
regulatory applications required in order to consummate the Merger
and to provide First National with copies of all such applications;
(ii) file the Registration Statement with the S.E.C. and use its
best efforts to cause the Registration Statement to become
effective; (iii) timely file all documents required to obtain all
necessary permits and approvals under applicable state securities
laws; (iv) prepare and file any other filings required to list on
Nasdaq the shares of Boatmen's Common to be issued in the Merger
and any other filing required under the Exchange Act relating to
the Merger and related transactions; (v) promptly notify First
National in writing should Boatmen's have knowledge of any event or
condition that would cause or constitute a breach of any of its
representations or agreements contained in the Merger Agreement;
(vi) 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 Merger; and (vii) permit First National
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 First National
may have a reasonable and legitimate interest in furtherance of the
transactions contemplated in the Merger Agreement. In addition,
the Merger Agreement states that Boatmen's shall provide certain
employee benefit plans and programs to the employees of First
National who continue their employment after the Effective Time.

NO SOLICITATION

The Merger Agreement provides that, unless and until the
Merger Agreement has been terminated, First National will not
solicit or encourage or, subject to the fiduciary duties of its
directors as advised by counsel, hold discussions or negotiations
with, or provide information to, any person in connection with any
proposal from any person relating to the acquisition of all or a
substantial portion of the business, assets or stock of First
National. First National is required to promptly advise Boatmen's
of its receipt of, and the substance of, any such proposal or
inquiry.

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 Merger, may be (i) waived, 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 by the shareholders of First
National at the Special Meeting; provided, however, that after any
such approval, no such amendment or modification shall alter the
amount or change the form of the Merger Consideration or alter or
change any of the terms of the Merger Agreement if such alteration
or change would adversely affect the holders of First National
Common. It is anticipated that a condition to the obligations of
First National and Boatmen's to consummate the Merger would be
waived only in those circumstances where the Board of Directors of
First National or Boatmen's, as the case may be, deems such waiver
to be in the best interests of such company and its shareholders.

35
42

EXPENSES AND FEES

In the event the Merger Agreement is terminated or the Merger
is abandoned, all costs and expenses incurred in connection with
the Merger Agreement will be paid by the party incurring such costs
and expenses, and no party shall have any liability to the other
party for costs, expenses, damages or otherwise, except that:
(i) in the event the Merger Agreement is terminated on account of
a willful breach of any of the representations or warranties
therein or any breach of the agreements set forth therein, the non-
breaching party is entitled to seek damages against the breaching
party; and (ii) in certain events, First National will be required
to pay a fee of $800,000 to Boatmen's. See "THE MERGER -- Payment
Upon Occurrence of Certain Triggering Events."

FEDERAL INCOME TAX CONSEQUENCES

The Merger has been structured to qualify as a reorganization
under Section 368(a) of the Code. Except for shareholders
perfecting their dissenters' rights, and cash received in lieu of
a fractional share interest in Boatmen's Common, holders of shares
of First National Common will recognize no gain or loss on the
receipt of Boatmen's Common in the Merger. Additionally, their
aggregate basis in the shares of Boatmen's Common received in the
Merger, will be the same as their aggregate basis in their shares
of First National Common converted in the Merger, and, provided the
shares surrendered are held as a capital asset, the holding period
of the shares of Boatmen's Common received by them will include the
holding period of their shares of First National Common converted
in the Merger. Cash received in lieu of fractional share interests
and cash received by shareholders exercising their dissenters'
rights will be treated as a distribution in full payment of such
fractional share interests, or shares surrendered in exercise of
dissenters' rights, resulting in capital gain or loss or ordinary
income, as the case may be, depending upon each shareholder's
particular situation.

Boatmen's has received a ruling from the I.R.S. to the effect
that if the Merger is consummated in accordance with the terms set
forth in the Merger Agreement (i) the 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
First National Common upon receipt of the Merger Consideration
(except for cash received in lieu of fractional shares); (iii) the
basis of shares of Boatmen's Common received by the shareholders of
First National will be the same as the basis of shares of First
National Common 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 First National Common
exchanged therefor, provided such shares were held as capital
assets as of the Effective Time.

THE FOREGOING IS A GENERAL SUMMARY OF ALL OF THE MATERIAL
FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO FIRST NATIONAL
SHAREHOLDERS, WITHOUT REGARD TO THE PARTICULAR FACTS AND
CIRCUMSTANCES OF EACH SHAREHOLDER'S TAX SITUATION AND STATUS. EACH
FIRST NATIONAL SHAREHOLDER SHOULD CONSULT HIS OR HER OWN TAX
ADVISOR REGARDING ANY SUCH SPECIFIC TAX SITUATION AND STATUS
INCLUDING THE APPLICATION AND EFFECT OF FEDERAL, STATE, LOCAL AND
FOREIGN LAWS AND THE POSSIBLE EFFECT OF CHANGES IN FEDERAL AND
OTHER TAX LAWS.

36
43

RESALE OF BOATMEN'S COMMON

The shares of Boatmen's Common issued pursuant to the Merger
will be freely transferable under the Securities Act except for
shares issued to any First National shareholder who may be deemed
to be an "affiliate" of First National 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 Merger except in
compliance with the Securities Act and will make no disposition of
any shares of First National Common or Boatmen's Common (or any
interest therein) during the period commencing thirty (30) days
prior to the Effective Time through the date on which financial
results covering at least thirty (30) days of combined operations
of Boatmen's and First National after the Merger have been
published. This 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 First National. Persons who may be
deemed to be affiliates of First National generally include
individuals who, or entities that control, are controlled by or are
under common control with First National and will include directors
and certain officers of First National and may include principal
shareholders of First National.

INTERESTS OF CERTAIN PERSONS IN THE MERGER

Certain members of management and the Board of Directors of
First National may be deemed to have interests in the Merger in
addition to their interests as shareholders of First National
generally. For information about the percentage of First National
Common owned by the directors and executive officers of First
National, see "INFORMATION ABOUT FIRST NATIONAL -- Security
Ownership of Certain Beneficial Owners and Management." None of
the directors or executive officers of First National would own, on
a pro forma basis giving effect to the Merger, 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 First
National, after the Merger, with the same directors' and officers'
liability insurance coverage that Boatmen's provides to directors
and officers of its other banking subsidiaries generally and, in
addition, for a period of three (3) years will use its best efforts
to continue First National's directors' and officers' liability
insurance coverage with respect to actions occurring prior to the
Effective Time to the extent that such coverage is obtainable for
an aggregate premium not to exceed the annual premium presently
being paid by First National. If the aggregate premium of such
insurance would exceed such maximum amount, Boatmen's will use its
best efforts to procure such level of insurance having the coverage
described herein as can be obtained for an aggregate premium equal
to such maximum amount. The Merger Agreement also provides that
for a period of six (6) years after the Effective Time Boatmen's
will cause Boatmen's-Amarillo, as the surviving association in the
Merger, or any successor of Boatmen's-Amarillo, to indemnify the
present and former directors, officers, employees and agents of
First National against any liability arising out of actions
occurring prior to the Effective Time, to the extent that such
indemnification is then permitted under the National Bank Act and
by First National's articles of association 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. The Merger Agreement contains certain
-----------------
provisions regarding employee benefits which are described under
"THE MERGER -- Effect on Employee Benefit Plans."

37
44

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

EFFECTIVE TIME

The Merger will become effective on the date specified in the
certification to be issued by the O.C.C. It is presently
anticipated that the Merger will be consummated in the second
quarter of 1995, but no assurance can be given that such timetable
will be met.

ACCOUNTING TREATMENT

It is anticipated that the Merger will qualify as a "pooling
of interests" for accounting and financial reporting purposes.
Under this method of accounting, the assets and liabilities of
Boatmen's and First National 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 First National for
the entire fiscal year in which the Merger occurs; and the
separately reported income of Boatmen's and First National for
prior periods will be combined and restated as consolidated income
of Boatmen's.

The Merger Agreement provides that a condition to Boatmen's
and First National's obligations to consummate the Merger is their
receipt of an opinion from Ernst & Young LLP, the independent
public accountants for Boatmen's, to the effect that the Merger
will qualify for "pooling of interests" accounting treatment under
Accounting Principles Board Opinion No. 16 if consummated in
accordance with the Merger Agreement. In the event such condition
is not met, the Merger would not be consummated unless the
condition was waived by Boatmen's and First National and the
approval of First National shareholders entitled to vote on the
Merger 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 assuming consummation
of the Merger. As of the date of this Proxy Statement/Prospectus,
Boatmen's and First National are not aware, after consultation with
Ernst & Young LLP, of any existing facts or circumstances that
would preclude such a pooling opinion from being issued by Ernst &
Young LLP.

MANAGEMENT AND OPERATIONS AFTER THE MERGER

Boatmen's-Amarillo will be the surviving association in the
Merger. Following consummation of the Merger, the present offices
of First National will be operated as branch offices of Boatmen's-
Amarillo. It is not anticipated that the Board of Directors of
Boatmen's, Boatmen's-Texas or Boatmen's-Amarillo will be affected
as a result of the Merger. It is presently anticipated that the
executive officers of First National will continue as officers of
the Pampa operations of Boatmen's-Amarillo following the Merger.
There are no written employment agreements with respect to such
anticipated continued employment.

EFFECT ON EMPLOYEE BENEFIT PLANS

The Merger Agreement provides that each employee of First
National 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 certain employee benefit and stock
plans that may be in effect for employees of all of Boatmen's

38
45
subsidiaries, 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 plans or programs in
its discretion. Boatmen's will, for purposes of measuring periods of
time for vesting and any age or period of service requirements for
commencement of participation with respect to any employee benefit
plans in which former employees of First National may participate,
credit each such employee with his or her term of service with
First National.

PRO FORMA FINANCIAL DATA

The following unaudited pro forma combined condensed balance
sheet as of December 31, 1994, and the pro forma combined condensed
statements of income for each of the years in the three-year period
ended December 31, 1994, give effect to the Merger based on the
historical consolidated financial statements of Boatmen's and its
subsidiaries, which have been restated to reflect the acquisition
of Worthen, and First National 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
Merger was consummated on December 31, 1994, and the pro forma
condensed statements of income assume that the Merger was
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 Merger had been in effect on the dates
indicated or that 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 and First National either incorporated by reference
herein or contained elsewhere in this Proxy Statement/Prospectus.
The pro forma financial data give effect to Boatmen's acquisition
of Worthen, but does not give effect to the acquisitions of other
financial institutions which were completed during 1995, which
other acquisitions are not material to Boatmen's individually or in
the aggregate. If such acquisitions were included as of
December 31, 1994, pro forma equity would be $2,561,372, pro forma
net income would be $407,802 and pro forma earnings per share would
be $3.17. See "THE PARTIES -- Boatmen's -- Recent Developments."

39
46

PRO FORMA COMBINED CONDENSED BALANCE SHEET
(Unaudited)
December 31, 1994
(In Thousands)

BOATMEN'S FIRST NATIONAL PRO FORMA
BANCSHARES, INC. BANK IN PAMPA ADJUSTMENTS COMBINED
---------------- -------------- ----------- ---------

ASSETS:
Cash and noninterest-bearing balances due from
banks $2,114,215 $4,389 $2,118,604
Short term investments 44,561 44,561
Securities
Held to Maturity 5,204,606 5,204,606
Available for Sale 4,016,760 120,519 4,137,279
Trading 31,674 31,674
Federal funds sold and securities purchased under
resale agreements 1,107,410 4,310 1,111,720
Loans, net of unearned 18,455,014 33,092 18,488,106
Less reserve for loan losses 374,725 878 375,603
-------------------------------------------------------------------------
Loans, net 18,080,289 32,214 18,112,503
-------------------------------------------------------------------------
Property and equipment 620,428 660 621,088
Intangibles 277,983 277,983
Other assets 927,512 3,743 931,255
-------------------------------------------------------------------------
Total Assets $32,425,438 $165,835 $0 $32,591,273
=========================================================================
LIABILITIES AND EQUITY:
Noninterest-bearing deposits $ 5,204,000 $ 17,639 $ 5,221,639
Interest-bearing deposits 19,921,530 119,679 20,041,209
-------------------------------------------------------------------------
Total deposits 25,125,530 137,318 25,262,848
-------------------------------------------------------------------------
Federal funds purchased and other short-term borrowings 3,835,686 3,835,686
Long-term debt 558,088 558,088
Capital lease obligation 40,098 40,098
Other liabilities 353,263 528 353,791
-------------------------------------------------------------------------
Total liabilities 29,912,665 137,846 0 30,050,511
-------------------------------------------------------------------------
Redeemable preferred stock 1,142 1,142

Stockholders' equity:
Common stock 121,876 4,000 (2,650)<F1> 123,226
Surplus 960,993 4,000 2,650 <F1> 967,643
Retained earnings 1,551,950 22,217 1,574,167
Treasury Stock (14,516) (14,516)
Unrealized net depreciation, available for sale
securities (108,672) (2,228) (110,900)
-------------------------------------------------------------------------
Total stockholders' equity 2,511,631 27,989 0 2,539,620
-------------------------------------------------------------------------
Total liabilities and stockholders' equity $32,425,438 $165,835 $0 $32,591,273
=========================================================================
Stockholders' equity per share $20.69 $20.69
==================== =================

<FN>

NOTES TO PRO FORMA CONDENSED BALANCE SHEET

<F1> Based on the exchange ratio of 3.3750 shares of Boatmen's
Common for each outstanding share of First National Common.

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47

PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
(UNAUDITED)

YEAR ENDED DECEMBER 31, 1994
(IN THOUSANDS, EXCEPT PER SHARE DATA)

BOATMEN'S FIRST NATIONAL PRO FORMA
BANCSHARES, INC. BANK IN PAMPA COMBINED
---------------- -------------- ---------

Interest Income $1,986,125 $9,829 $1,995,954
Interest Expense 820,915 3,942 824,857
------------------------------------------------------------
Net Interest Income 1,165,210 5,887 1,171,097

Provision for loan losses 25,705 (515) 25,190
------------------------------------------------------------
Net Interest Income after
provision for loan losses 1,139,505 6,402 1,145,907

Noninterest income 591,423 281 591,704
Noninterest expense 1,116,755 2,945 1,119,700
------------------------------------------------------------
Income before income taxes 614,173 3,738 617,911
Income tax expense 211,198 1,269 212,467
------------------------------------------------------------
Net income $ 402,975 $2,469 $ 405,444
============================================================
Net income available to
common shareholders $ 402,895 $2,469 $ 405,364
============================================================
Net income per common share $3.31 $3.30 <F1>
==================== ===================
Average shares outstanding 121,655 123,005 <F1>
==================== ===================

See Notes to Pro Forma Combined Condensed Statements of Income

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48

PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
(UNAUDITED)

YEAR ENDED DECEMBER 31, 1993
(IN THOUSANDS, EXCEPT PER SHARE DATA)

BOATMEN'S FIRST NATIONAL PRO FORMA
BANCSHARES, INC. BANK IN PAMPA COMBINED
---------------- -------------- ---------

Interest Income $1,818,528 $11,452 $1,829,980
Interest Expense 711,238 4,250 715,488
------------------------------------------------------------
Net Interest Income 1,107,290 7,202 1,114,492

Provision for loan losses 64,812 (405) 64,407
------------------------------------------------------------
Net Interest Income after
provision for loan losses 1,042,478 7,607 1,050,085

Noninterest income 568,188 420 568,608
Noninterest expense 1,098,858 3,156 1,102,014
------------------------------------------------------------

Income before income taxes 511,808 4,871 516,679
Income tax expense 162,139 1,645 163,784
------------------------------------------------------------
Net income $349,669 $3,226 $352,895
============================================================
Net income available to
common shareholders $349,584 $3,226 $352,810
============================================================
Net income per common share $2.91 $2.90 <F1>
=================== ==================
Average shares outstanding 120,307 121,657 <F1>
=================== ==================

See Notes to Pro Forma Combined Condensed Statements of Income

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49

PRO FORMA COMBINED CONDENSED STATEMENT OF INCOME
(UNAUDITED)

YEAR ENDED DECEMBER 31, 1992
(IN THOUSANDS, EXCEPT PER SHARE DATA)

BOATMEN'S FIRST NATIONAL PRO FORMA
BANCSHARES, INC. BANK IN PAMPA COMBINED
---------------- -------------- ---------

Interest Income $1,838,768 $13,313 $1,852,081
Interest Expense 837,313 5,463 842,776
------------------------------------------------------------
Net Interest Income 1,001,455 7,850 1,009,305

Provision for loan losses 139,475 (792) 138,683
------------------------------------------------------------
Net Interest Income after
provision for loan losses 861,980 8,642 870,622

Noninterest income 516,779 479 517,258
Noninterest expense 1,016,868 2,959 1,019,827
------------------------------------------------------------
Income before income taxes 361,891 6,162 368,053
Income tax expense 99,228 1,975 101,203
------------------------------------------------------------
Net income $262,663 $4,187 $266,850
============================================================
Net income available to
common shareholders $262,575 $4,187 $266,762
============================================================
Net income per common share $2.25 $2.26 <F1>
===================== ==================
Average shares outstanding 116,606 117,956 <F1>
===================== ==================

<FN>

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

<F1> Based on the exchange ratio of 3.3750 shares of Boatmen's
Common for each outstanding share of First National Common.

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DESCRIPTION OF BOATMEN'S CAPITAL STOCK

Boatmen's 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"), and 1,500,000 shares are
designated "Junior Participating Preferred Stock, Series C", $1.00
stated value per share (the "Boatmen's Series C Preferred Stock").

As of March 31, 1995, approximately 127.6 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 Boatmen's Series C Preferred Stock were
reserved for issuance with no shares outstanding.

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. For a discussion of
the terms of Boatmen's Series C Preferred Stock, see "COMPARISON OF
SHAREHOLDER RIGHTS -- Shareholder Rights Plan."

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 that 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 (1/3) of the directors of Boatmen's will be 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

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51
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 Common.

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 will
-------------------------
be, when issued, fully paid and non-assessable. Except with
respect to the attached preferred share purchase rights, such
shares of Boatmen's Common do not have any redemption provisions.
See "COMPARISON OF SHAREHOLDER RIGHTS -- Shareholder Rights Plan."

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 seven percent (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 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 or 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.

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52

COMPARISON OF SHAREHOLDER RIGHTS

The rights of holders of shares of Boatmen's Common are
governed by The General and Business Corporation Law of Missouri
(the "Missouri Law"), the state of Boatmen's incorporation, and by
Boatmen's Restated Articles of Incorporation, Bylaws and other
corporate documents. The rights of holders of shares of First
National Common are governed by the National Bank Act and by First
National's articles of association, bylaws and other corporate
documents. The rights of holders of shares of First National
Common differ in certain respects from the rights that they would
have as shareholders of Boatmen's. A summary of the material
differences between the respective rights of holders of First
National Common and Boatmen's Common is set forth herein.

SHAREHOLDER VOTE REQUIRED FOR CERTAIN TRANSACTIONS

Business Combinations. Boatmen's Restated Articles of
---------------------
Incorporation provide that, in addition to any affirmative vote
required by law, any "Business Combination" (as defined herein)
will require the affirmative vote of the holders of not less than
eighty percent (80%) 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 of shareholders as required by law if it has
been approved by seventy-five percent (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 five percent
(5%) of Boatmen's Common (a "Substantial Shareholder"); or (b) any
other corporation that, 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.

The National Bank Act provides that certain business
combinations involving a national banking association, including a
consolidation or merger where the resulting entity operates under
the charter of a national banking association (e.g., the Merger)
require: (1) approval of the O.C.C.; (2) approval of a majority of
the national banking association's board of directors; and
(3) ratification and confirmation by the affirmative vote of
shareholders of the national banking association owning at least
two-thirds (2/3) of the outstanding capital stock of the national
banking association.

Removal of Directors. 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 may be removed without cause only upon the affirmative
vote of the holders of not less than eighty percent (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 or her if then cumulatively voted
at an election of the class of directors of which he or she is a
part. At a meeting called expressly for that purpose, a director
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 or her election.

46
53

The National Bank Act provides that a director of a national
banking association shall hold office for one year, and until his
or her successor is elected and has qualified. The one-year
service requirement does not, however, prohibit resignation or
removal for cause of a director within the year for which the
director was appointed. A director of a national banking
association must be removed, unless consent to remain a director is
obtained from the Federal Deposit Insurance Corporation, if the
director is convicted of any criminal offense involving dishonesty
or a breach of trust. In addition, the O.C.C. may remove a
director if the director, directly or indirectly, violates certain
banking laws or regulations. Neither First National's articles of
association nor bylaws address the ability of shareholders to
remove a director from the Board of Directors of First National.

Amendments to Articles of Incorporation. Under the Missouri
---------------------------------------
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 Law
does not apply to "control share acquisitions" of shares of a
corporation requires the affirmative vote of the holders of two-
thirds (2/3) of such corporation's voting shares. See "COMPARISON
OF SHAREHOLDER RIGHTS -- Takeover Statutes."

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 amendments to
those provisions of the Restated Articles relating to the
classification and number of directors, the approval of Business
Combinations, and the aforementioned exceptions set forth in
Article XII, which require the affirmative vote of the holders of
eighty percent (80%) of Boatmen's Common then entitled to vote at
a meeting of shareholders called for that purpose.

The National Bank Act provides that unless a national banking
association's articles of association provide otherwise, a national
banking association may amend its articles of association upon
receiving the approving vote of the holders of a majority of the
voting shares of stock of the national banking association obtained
at a meeting of the stockholders. The articles of association of
First National require the affirmative vote of shareholders owning
at least a majority of the shares of First National Common that are
entitled to vote on the proposed amendment in order to amend the
articles of association.

VOTING RIGHTS

Under the Missouri Law, unless otherwise provided in the
articles of incorporation, each outstanding share is entitled to
one vote on each matter submitted to a vote at a meeting of the
shareholders. However, the Missouri Law provides that, unless the
articles of incorporation provide otherwise, each shareholder is
entitled to cumulative voting when electing directors, which means
that each shareholder has the right to cast as many votes in the
aggregate equal to the number of votes held by such person
multiplied by the number of directors to be elected at the
election, and the person may cast the whole number of votes for one
candidate or distribute them in any manner he or she desires.

Boatmen's Bylaws provide that at all meetings of the
shareholders, unless otherwise provided in the Bylaws or Articles
of Incorporation, each share is entitled to one vote in each matter
submitted to a vote,

47
54
but no share belonging to or hypothecated to Boatmen's shall be voted.
Additionally, Boatmen's Bylaws provide for cumulative voting with regard
to the election of directors.

The National Bank Act provides that shareholders of a national
banking association shall be entitled to one vote on each share of
stock held, except that: (1) the voting rights of holders of
preferred stock, as defined in a national banking association's
articles of association, shall not be subject to the one-vote rule
(First National has no authorized preferred stock); (2) in all
elections of directors, each shareholder of a national banking
association shall have the right to vote the number of shares owned
by him or her for as many director candidates as there are
directors to be elected, or to cumulate such shares and give one
director candidate as many votes as equals the number of directors
multiplied by the number of his or her shares, or to distribute
such cumulative votes among as many director candidates as he or
she may decide; (3) in the election of directors, shares of its own
stock held by a national banking association as sole trustee,
whether registered in the national banking association's own name
as such trustee or in the name of its nominee, shall not be voted
by the registered owner unless under the terms of the trust the
manner in which such shares shall be voted may be determined by a
donor or beneficiary of the trust and unless such donor or
beneficiary actually directs how such shares shall be voted; and
(4) shares of its own stock held by a national banking association
and one or more persons as trustees may be voted by such other
person or persons, as trustees, in the same manner as if he, she or
they were the sole trustee.

SPECIAL MEETINGS OF SHAREHOLDERS; SHAREHOLDER ACTION BY WRITTEN CONSENT

As permitted by the Missouri Law, 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. The Missouri 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.

First National's articles of association authorize First
National's Board of Directors or any three (3) or more shareholders
of First National owning, in the aggregate, not less than ten
percent (10%) of the shares of First National Common to call a
special meeting of shareholders. Neither the National Bank Act nor
First National's articles of association specifically authorize
shareholder action by unanimous written consent of the
shareholders.

NOTICE OF SHAREHOLDER NOMINATIONS OF DIRECTORS

Boatmen's Bylaws provide that a shareholder may nominate a
person for director only if he or she delivers notice of such
nomination to the Secretary of Boatmen's, accompanied or promptly
followed by such supporting information as the Secretary of
Boatmen's 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.

First National's articles of association provide that a
shareholder may nominate a director if the shareholder delivers or
mails a written nomination to the President of First National and
to the O.C.C. not less than fourteen (14) days and not more than
fifty (50) days prior to the date of any shareholders' meeting
called for the purpose of the election of directors, provided,
however, if less than twenty-one (21) days notice of the
shareholders' meeting is given to shareholders, such written
director nomination must be

48
55
delivered or mailed to the President of First National and to the O.C.C.
not later than the close of business on the seventh (7th) day following
the date on which the notice of the shareholders' meeting was mailed.
The above requirements for a shareholder to nominate a director do not
apply to shareholder nominations made by or on behalf of the then
existing management of First National. The chairman of the
shareholders' meeting may, in his or her discretion, disregard any
shareholder nominations that fail to comply with the above
requirements.

SHAREHOLDER PROPOSAL PROCEDURES

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 the Secretary of Boatmen's 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.

The National Bank Act does not mandate the procedures that
shareholders of a national banking association must follow in order
to propose business to be transacted at a regular or special
shareholders' meeting. The articles of association and bylaws of
First National do not provide procedures that shareholders of First
National must follow in order to propose business to be transacted
at a regular or special shareholders' meeting.

SHAREHOLDER RIGHTS PLAN

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.

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 Boatmen's Series C Preferred
Stock at a price of $110.00 per one one-hundredth share of
Boatmen's Series C Preferred Stock (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

49
56
twenty percent (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 twenty percent (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.

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 Merger, 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 herein.

The Boatmen's Purchase Price payable, and the number of shares
of Boatmen's Series C Preferred Stock 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 share of Boatmen's Series C Preferred Stock
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.

Boatmen's Series C Preferred Stock purchasable upon exercise
of the Boatmen's Rights will not be redeemable. Each share of
Boatmen's Series C Preferred Stock 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 Boatmen's Series C Preferred Stock
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
share of Boatmen's Series C Preferred Stock 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 share of Boatmen's
Series C Preferred Stock 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.

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57
Because of the nature of the Boatmen's Series C Preferred
Stock's dividend, liquidation and voting rights, the value of the
one one-hundredth interest in a share of Boatmen's Series C
Preferred Stock 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 fifty percent (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 persons becomes the
beneficial owner of twenty percent (20%) or more of the outstanding
shares of Boatmen's Common (unless such person first acquires
twenty percent (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 eighty percent (80%) or more of the
outstanding 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 one percent (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 twenty percent (20%) or more of
the outstanding shares of Boatmen's Common, and prior to the
acquisition by such Boatmen's Acquiring Person of fifty percent
(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 one percent (1%) of the Boatmen's
Purchase Price. No fractional shares of Boatmen's Series C
Preferred Stock will be issued (other than fractions that are
integral multiples of one one-hundredth of a share of Boatmen's
Series C Preferred Stock and that 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 twenty percent (20%) or more of
the outstanding shares of Boatmen's Common, the Board of Directors
of Boatmen's 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 one percent (1%) of the shares of Boatmen's Common and all
other voting shares of Boatmen's (together the "Voting Shares")
(and who has

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58
not within the past year owned in excess of one percent (1%) of the
Voting Shares and, at a time he held a greater than one percent (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, 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 twenty percent (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 herein 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) ten percent (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.

First National does not have a shareholder rights plan.

DISSENTERS' RIGHTS

Under the Missouri 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 herein. Because Boatmen's is not merging
directly with First National, Boatmen's shareholders will not be
entitled to assert such rights in connection with the Merger.

The rights of shareholders of First National with respect to
the Merger, including specifically any shareholders of First
National who dissent from the Merger Agreement, are governed by the
National Bank Act, which provides that a shareholder of First
National will be entitled to receive the value of his or her shares
of First National Common held as of the time of the Effective Time
if such shareholder: (i) votes against the Merger Agreement at the
Special Meeting or gives written notice at or prior to such Special
Meeting to the presiding officer that he or she dissents from the
Merger Agreement; (ii) delivers to Boatmen's-Amarillo a written
request to receive payment for his or her shares of First National
Common at any time before thirty (30) days after the date of
consummation of the Merger; and (iii) surrenders his

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59
or her certificates representing shares of First National Common to
Boatmen's-Amarillo with the written request to receive payment.
See "THE MERGER -- Dissenters' Rights" and Appendix C attached
hereto.

TAKEOVER STATUTES

The Missouri 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 to be subject to the provisions of this statute, and an
"interested shareholder" (which is defined as any owner of twenty
percent (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 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 (1/5), one-
third (1/3), 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 ten percent (10%) of its shareholders
resident in Missouri; (b) more than ten percent (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." Finally, 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.

The National Bank Act provides that certain business
combinations involving a national banking association, including a
consolidation or merger where the resulting entity operates under
the charter of a national banking association (e.g., the Merger),
require: (1) approval of the O.C.C.; (2) approval of a majority of
the national banking association's board of directors; and
(3) ratification and confirmation by the affirmative vote of
shareholders of the national banking association owning at least
two-thirds (2/3) of the outstanding capital stock of the national
banking association.

The National Bank Act does not specifically restrict business
combinations with an "interested shareholder," nor does the
National Bank Act contain a "control share acquisition" provision.
The articles of association and bylaws of First National do not
restrict business combinations with "interested shareholders," nor
do they contain a "control share acquisition" provision.

LIABILITY OF DIRECTORS; INDEMNIFICATION

Pursuant to the Missouri Law and the National Bank Act, each
entity may indemnify certain officers and directors in connection
with liabilities arising from legal proceedings resulting from such
persons' service to the entity in certain circumstances. The
Articles of Incorporation and Bylaws of Boatmen's and articles of
association and bylaws of First National obligate each to indemnify
certain directors and officers.

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Each of Boatmen's and First National may also voluntarily undertake to
indemnify certain persons acting on the entity's behalf in certain
circumstances. While the indemnification laws and provisions applicable
to Boatmen's and First National are substantially similar in most
material respects, there are certain material differences, which
differences are discussed herein.

Section 351.355(1) and (2) of the Missouri Law provides that
a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of the fact that he
or she is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation
as director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses, judgments, fines and amounts paid in settlement actually
and reasonably incurred by him or her in connection with such
action, suit or proceeding 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 and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful, except that, in the case of an
action or suit by or in the right of the corporation, the
corporation may not indemnify such persons against judgments and
fines and no person shall be indemnified as to any claim, issue or
matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his or
her duty to the corporation unless and only to the extent that the
court in which the action or suit was brought determines upon
application that such person is fairly and reasonably entitled to
indemnity for proper expenses. Section 351.355 further provides
that, to the extent that a director, officer, employee or agent of
the corporation has been successful in the defense of any such
action, suit or proceeding or any claim, issue or matter therein,
he or she shall be indemnified against expenses, including
attorney's fees, actually and reasonably incurred in connection
with such action, suit or proceeding. Section 351.355 also
provides that a Missouri corporation may provide additional
indemnification to any person indemnifiable under subsection (1) or
(2) thereof, provided such additional indemnification is authorized
by the corporation's articles of incorporation or an amendment
thereto or by a shareholder-approved by-law or agreement, and
provided further that no person shall thereby be indemnified
against conduct which was finally adjudged to have been knowingly
fraudulent, deliberately dishonest or willful misconduct. The
Restated Articles of Incorporation of Boatmen's provide that it
shall indemnify its directors and certain of its executive officers
to the full extent specified in Section 351.355 and, in addition,
shall indemnify each of them against all expenses incurred in
connection with any claim by reason of service for or at the
request of Boatmen's in any of the capacities referred to in
Section 351.355 or arising out of his or her status in any such
capacity, provided that he or she may not be indemnified against
conduct finally adjudged to have been knowingly fraudulent,
deliberately dishonest or wilful misconduct, and that it may extend
to other officers, employees and agents such indemnification and
additional indemnification.

A national banking association may provide in its articles of
association for the indemnification of directors, officers and
employees for expenses reasonably incurred in actions to which the
directors, officers and employees are parties or potential parties
by reason of the performance of their official duties. A national
banking association may not provide indemnification against
expenses, penalties or other payments incurred in an administrative
proceeding or action instituted by an appropriate bank regulatory
agency, which proceeding or action results in a final order
assessing civil money penalties or requires affirmative action of
such director, officer or employee in the form of money payments to
the national banking association. A national banking association
may provide in its articles of association for insurance covering
directors, officers and employees, but must explicitly exclude
insurance coverage for a formal order assessing civil money
penalties against a director or employee of the national banking
association.

First National's articles of association provide that a person
may be indemnified or reimbursed by First National for reasonable
expenses actually incurred in connection with any action or suit to
which the

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person may be made a party by reason of his or her being or having been a
director, officer or employee of First National or of any organization
that the person served in any such capacity at the request of First
National. First National's articles of association further provide,
however, that no person shall be indemnified or reimbursed: (1) for any
expenses incurred in an administrative proceeding or action instituted by
an appropriate bank regulatory agency, which proceeding or action results
in a final order assessing civil penalties or requiring affirmative
action by the person in the form of payment to First National; (2) in
relation to any matter in such suit or action as to which the person is
finally adjudged to be guilty of or liable for gross negligence, willful
misconduct or criminal acts in the performance of his or her duties to
First National; and (3) in relation to any matter in such suit or action
in which a compromised settlement has been reached except upon the
approval of: (i) a court of competent jurisdiction; (ii) the holders of
a majority of the outstanding shares of First National Common; or (3) the
Board of Directors of First National, acting by vote of the directors not
parties to the action constituting a majority of the entire Board of
Directors.

First National's articles of association provide that First
National may, upon the affirmative vote of a majority of its
directors, purchase insurance for the purpose of indemnifying its
directors, officers and employees to the extent that such
indemnification is permitted in First National's articles of
association.

LIMITATION OF LIABILITY OF DIRECTORS

The Missouri Law provides that a Missouri corporation may
include any provision in its articles of incorporation that is not
inconsistent with the law, but does not specifically prohibit or
allow a provision limiting the liability of directors in the
articles of incorporation of a Missouri corporation. Other than in
regard to the indemnification of directors, Boatmen's Articles of
Incorporation do not contain a provision regarding the liability
of directors.

First National's articles of association provide that, to the
fullest extent allowed by law, a director of First National shall
not be liable to First National or the shareholders of First
National for any monetary damages for any act or omission in the
director's capacity as a director. First National's articles of
association do not, however, eliminate or limit liability of a
director for: (1) a breach of a director's duty of loyalty to
First National or the shareholder or members of First National;
(2) an act or omission not in good faith or that involves
intentional misconduct or knowing violation of the law; (3) a
transaction for which a director received an improper benefit,
whether or not such benefit resulted from an action taken within
the scope of the director's office; (4) an act or omission for
which the liability of a director is expressly provided by statute;
or (5) an act related to an unlawful stock repurchase or payment of
a dividend.

CONSIDERATION OF NON-SHAREHOLDER INTERESTS

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

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The National Bank Act requires a majority of the board of
directors of a national banking association to approve a plan of
consolidation or merger, but the National Bank Act does not specify
the factors that the board of directors may properly consider in
making its decision. When voting on a plan of consolidation or
merger, the directors of a national banking association are bound
by their fiduciary duty to the shareholders of the national banking
association and, thus, may be limited in considering any non-
shareholder interests.

The National Bank Act also requires the O.C.C. to approve any
plan of consolidation or merger in which the resulting entity will
operate as a national banking association. The O.C.C. is not
limited to considering shareholder interests in making its approval
decision and will consider the following non-shareholder interests:
(i) the effect of the proposed plan of consolidation or merger upon
competition; (ii) the convenience and needs of the community to be
served by the consolidating or merging depository institutions;
(iii) the financial history of the consolidating or merging
depository institutions; (iv) the condition of the consolidating or
merging depository institutions, including capital, management and
earnings prospects; (v) the existence of any insider transactions;
and (vi) the adequacy of disclosure of the terms of the plan of
consolidation or merger.

INFORMATION ABOUT FIRST NATIONAL

BUSINESS OF FIRST NATIONAL

First National was chartered on June 16, 1934, as a national
banking association. First National has no subsidiaries and
operates from a main office and its detached drive-in facility in
Pampa, Texas. First National offers complete banking services to
the commercial, agricultural and residential areas that it serves.
Services include commercial, agricultural, real estate, and
personal loans, checking, savings and time deposits. Services also
include safe deposit, investment, signature guarantee, ATM, ACH,
wire transfer, savings bonds, notary, collection and credit card
processing services. The largest portion of First National's
lending business is related to oil and gas production.

First National is subject to competition from other banks and
financial institutions located in its principal service area around
Pampa, Texas. In making loans, First National encounters
competition from banks and other lending institutions, such as
savings and loan associations, insurance companies, finance
companies and credit unions. In addition, First National competes
for deposit accounts with institutions offering various forms of
fixed income investments, particularly other banks, savings and
loan associations, credit unions and money-market funds and
securities brokers.

First National is subject to supervision, regulation and
examination by the O.C.C., and its deposits are insured by the
Federal Deposit Insurance Corporation.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

INTRODUCTION

This section presents an analysis of the financial condition
and results of operations of First National for the years ended
December 31, 1994, 1993 and 1992. The following discussion and
analysis is intended to review the significant factors affecting
the financial condition and results of operations of First National
for such years, and should be read in conjunction with the
financial statements, notes to financial statements, and financial
data presented elsewhere in this Proxy Statement/Prospectus.

RESULTS OF OPERATIONS

Net income for the years ending December 31, 1994, 1993, and
1992 was $2,469,000, $3,226,000, and $4,187,000, respectively. Net
income per share for such periods was $6.17, $8.06, and $10.47,
respectively. The decreases in net income from 1992 to 1993 to
1994 were due primarily to decreasing net interest margins and
noninterest income. Net income of each of the three years as a
percent of average assets and average equity was:

Return on Return on
Average Assets Average Equity
December 31, December 31,
------------------------ ------------------------
1994 1993 1992 1994 1993 1992
---- ---- ---- ---- ---- ----

Net Income 1.40% 1.71% 2.18% 8.26% 10.85% 15.02%

During the years ended December 31, 1994, 1993, and 1992, the
dividend payout ratios (dividends declared divided by net income)
were 81.00%, 61.99% and 47.76%, respectively.

The following is an analysis of the primary components of net
income for the three years ended December 31, 1994, 1993, and 1992.

NET INTEREST INCOME

Net interest income is the principal source of First
National's net income and represents the difference between
interest income and interest expense. The following schedule
provides a summary concerning net interest income, average balances
and the related interest rate/yields for the past three years.
Nonaccruing loans are included in interest-earning assets; interest
income on such loans is recorded when received.

Interest earning assets include tax-exempt investments.
Income from tax-exempt investments has not been presented on a tax-
equivalent basis, due to the immateriality of tax-exempt income to
total income for the periods presented. Total income from tax-
exempt investments was approximately $17,000, $24,000 and $37,000
for the years ended December 31, 1994, 1993 and 1992, respectively,
or 0.17%, 0.20% and 0.26% of total income, respectively.

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December 31, 1994
--------------------------------------------
Interest/ Average
Average Percent of Income/ Yield/
Balance Total Assets Expense Rate
--------------------------------------------
(Dollars in Thousands)

Interest earnings assets:
Loans $ 35,801 20.34% $2,915 8.14%
Taxable securities 126,828 72.06 6,734 5.31
Nontaxable securities 0 0.00 0 0.00
Federal funds sold 4,512 2.56 180 3.99
---------------------------------
Total Interest earnings assets $167,141 94.96% $9,829 5.88%

Noninterest bearing assets:
Cash and due from banks $6,040 3.43%
Premises and equipment 688 0.39
Other assets 3,276 1.86
Reserve for loan losses (1,121) (0.64)
---------------------
Total assets $176,024 100.00%
=====================
Interest-bearing liabilities:
NOW accounts $37,646 21.39% $951 2.53%
Savings and individual
retirement accounts 3,257 1.85 84 2.58
Money market accounts 27,116 15.40 803 2.96
Certificates of deposit 59,310 33.70 2,104 3.55
---------------------------------
Total interest-bearing
liabilities $127,329 72.34% $3,942 3.10%

Noninterest bearing liabilities:
Demand deposits $17,437 9.91%
Other liabilities 1,362 0.77%
---------------------
Total liabilities $146,128 83.02%

Stockholders' equity: 29,896 16.98
---------------------
Total liabilities and
stockholders' equity $176,024 100.00%
=====================

Net interest income $5,887
======
Interest rate spread 2.78%
Net interest margin 3.52%

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December 31, 1993
--------------------------------------------
Interest/ Average
Average Percent of Income/ Yield/
Balance Total Assets Expense Rate
--------------------------------------------
(Dollars in Thousands)

Interest earnings assets:
Loans $ 34,510 18.31% $22,641 7.65%
Taxable securities 138,032 73.24 8,640 6.26
Nontaxable securities 24 0.01 1 4.17
Federal funds sold 5,697 3.02 170 2.98
---------------------------------
Total Interest earnings assets $178,263 94.58% $11,452 6.42%

Noninterest bearing assets:
Cash and due from banks $6,764 3.59%
Premises and equipment 768 0.41
Other assets 3,681 1.95
Reserve for loan losses (1,007) (0.53)
---------------------
Total assets $188,469 100.00%
=====================
Interest-bearing liabilities:
NOW accounts $38,359 20.35% $1,032 2.69%
Savings and individual
retirement accounts 3,068 1.63 86 2.80
Money market accounts 29,924 15.87 876 2.93
Certificates of deposit 67,916 36.04 2,256 3.32
---------------------------------
Total interest-bearing
liabilities $139,267 73.89% $4,250 3.05%

Noninterest bearing liabilities:
Demand deposits $18,059 9.58%
Other liabilities 1,408 0.75%
---------------------
Total liabilities $158,734 84.22%

Stockholders' equity: 29,735 15.78
---------------------
Total liabilities and
stockholders' equity $188,469 100.00%
=====================

Net interest income $7,202
======
Interest rate spread 3.37%
Net interest margin 4.04%

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December 31, 1992
--------------------------------------------
Interest/ Average
Average Percent of Income/ Yield/
Balance Total Assets Expense Rate
--------------------------------------------
(Dollars in Thousands)

Interest earnings assets:
Loans $ 31,742 16.49% $2,589 8.16%
Taxable securities 141,742 73.64 10,396 7.33
Nontaxable securities 169 0.09 10 5.92
Federal funds sold 8,722 4.53 318 3.65
---------------------------------
Total Interest earnings assets $182,375 94.75% $13,313 7.30%

Noninterest bearing assets:
Cash and due from banks $6,658 3.46%
Premises and equipment 731 0.38
Other assets 4,455 2.31
Reserve for loan losses (1,728) (0.90)
---------------------
Total assets $192,491 100.00%
=====================
Interest-bearing liabilities:
NOW accounts $36,868 19.15% $1,167 3.17%
Savings and individual
retirement accounts 2,678 1.39 89 3.32
Money market accounts 30,055 15.61 1,029 3.42
Certificates of deposit 76,816 39.91 3,178 4.14
---------------------------------
Total interest-bearing
liabilities $146,417 76.06% $5,463 3.73%

Noninterest bearing liabilities:
Demand deposits $17,106 8.89%
Other liabilities 1,093 0.57%
---------------------
Total liabilities $164,616 85.52%

Stockholders' equity: 27,875 14.48
---------------------
Total liabilities and
stockholders' equity $192,491 100.00%
=====================

Net interest income $7,850
======
Interest rate spread 3.57%
Net interest margin 4.30%

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The decrease in net interest income was attributable to lower
net interest margins which reflected narrower interest spreads.
Interest expense on deposits decreased $1,213,000 from 1992 to
1993, representing a decrease of 0.68% in the cost of funds.
Interest expense on deposits also decreased from 1993 to 1994 by
$308,000, however, the cost of funds increased 0.05% due primarily
to rising interest rates. Interest income on earning assets
decreased $1,862,000 from 1992 to 1993, representing a decrease in
the average yield of 0.87%. Interest income on earnings assets
also decreased from 1993 to 1994 by $1,623,000, representing a
decrease in the average yield of 0.56%. The net interest margin
declined by 0.26% from 1992 to 1993, primarily due to a relatively
large decline in investment yield as compared to the relatively
smaller declines in cost of funds. The net interest margin
declined by 0.52% from 1993 to 1994 as investment yield continued
to decline and cost of funds began to level off. This occurred
because First National had a negative one year cumulative gap ratio
of 27.5% of total assets. Average earning assets decreased from
$182,375,000 at December 31, 1992 to $178,263,000 at December 31,
1993. During the same period, average interest bearing liabilities
decreased from $146,417,000 at December 31, 1992 to $139,267,000 at
December 31, 1993. These declines, coupled with declining interest
rates, resulted in overall decreases in interest income and
interest expense. However, interest income decreased by a greater
amount than interest expense because investment yields declined by
a greater amount than the cost of funds. Average earning assets
again decreased from 1993 to 1994. They totaled $178,263,000 at
December 31, 1993 and declined to $167,141,000 at December 31,
1994. During the same period, average interest bearing liabilities
also decreased, going from $139,267,000 at December 31, 1993 to
$127,329,000 at December 31, 1994. Although both interest earning
assets and interest earning liabilities declined by approximately
the same amount during this period, increasing interest rates
slowed the decline in interest expense more greatly than it slowed
the decline in interest income. This was due to First National's
rather large negative one year cumulative gap of 28.4% of total
assets.

Net interest income is affected by the volume and rate of both
interest-earning assets and interest-bearing liabilities. The
following table depicts the dollar effect and rate change for the
different categories of interest-earning assets and interest-
bearing liabilities and the resultant change in interest income and
interest expense. Nonperforming loans are included with loans in
such table.

1994 COMPARED TO 1993 COMPARED TO 1992
1993 INCREASE INCREASE (DECREASE) DUE TO
(DECREASE) DUE TO -----------------
-----------------
Volume Rate<F1> Net Volume Rate<F1> Net
------ -------- --- ------ -------- ---

Interest earned on:

Loans $96 $165 $261 $219 $(169) $50

Taxable securities (702) (1,204) (1,906) (272) (1,484) (1,756)

Nontaxable securities (1) 0 (1) (8) (1) (9)

Federal funds sold (35) 44 9 (110) (37) (147)

Total interest-earning assets (642) (995) (1,637) (171) (1,691) (1,862)

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Interest paid on:

NOW accounts (19) (62) (81) 47 (182) (135)

Savings and individual
retirement accounts 5 (7) (2) 13 (16) (3)

Money market accounts (82) 9 (73) (4) (149) (153)

Certificates of deposit (286) 134 (152) (368) (554) (922)

Total interest-bearing liabilities (382) 74 (308) (312) (901) (1,213)

Net interest income (260) (1,069) (1,329) 141 (790) (649)

<FN>
<F1> Changes in interest income and interest expense due to both rate
and volume are included in rate variances.

PROVISION FOR LOAN LOSSES AND ALLOWANCE FOR LOAN LOSSES

The provision for loan losses provides an allowance (the allowance
for loan losses) against which loan losses are charged as those losses
become evident. Management evaluates the appropriate level of the
allowance for loan losses on a quarterly basis. The analyses take into
consideration the results of an ongoing loan review process, the purpose
of which is to determine the level of credit risk within the portfolio
and to ensure proper adherence to underwriting and documentation
standards. A specific portion of the allowance is allocated to those
loans that appear to represent a more than normal exposure to risk. In
addition, estimates are made for potential losses on loans not
specifically reviewed, based on historical loan loss experience and
other factors and trends.

Negative provisions of $515,000, $405,000 and $792,000 were recorded
for the years ended December 31, 1994, 1993 and 1992, respectively,
based on management's evaluation of the adequacy of the allowance for
loan losses. Factors that influenced management's determination that
negative provisions for loan losses were appropriate included (i) an
evaluation of each nonperforming, classified and potential problem loan
to ascertain an estimate of loss exposure based upon circumstances then
known to management, (ii) current economic conditions and outlook, and
(iii) an overall review of the loan portfolio in light of past loan loss
experience. Net recoveries on loans of $561,000, $335,000 and $402,000
were realized for 1992, 1993 and 1994, respectively.

Based on First National's review of remaining collateral and the
financial condition of identified loans with characteristically more
than a normal degree of risk, historical loan loss percentages and
economic conditions, management believes that the allowance for loan
losses at December 31, 1994, is adequate to cover future possible
losses.

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Following is a table setting forth the activity for loan losses and
certain ratios to nonperforming loans and total loans for 1994, 1993 and
1992.

YEARS ENDED
DECEMBER 31,
1994 1993 1992
--------------------------------
(Dollars in Thousands)

Balance at beginning of period $991 $1,062 $1,292

Loans charged off:
Commercial and financial (366) (10) (1,205)
Real estate:
Commercial 0 0 0
Residential 0 0 0
Consumer (142) (67) (55)
--- ---- ----
Total charge-offs: (508) (77) (1,260)

Recoveries:
Commercial and financial 823 255 435
Real estate:
Commercial 0 90 1,150
Residential 7 25 187
Consumer 80 41 50
--- ---- ----
Total recoveries: 910 411 1,822
--- ---- -----
Net loans recovered 402 335 562

Negative provision for loan losses (515) (405) (792)
--- ---- ----
Balance at end of period $ 878 $ 991 $1,062
==== ==== =====
Net loan recoveries to average loans 1.12% 0.97% 1.77%
Allowance to loans, net of unearned
income 2.65% 2.81% 3.36%
Allowance to nonperforming loans 73.66% 272.25% 125.52%

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The following tables set forth the allocation of the allowance for
loan losses for the indicated categories of loans.

RESERVE AS A
PERCENT OF LOANS PERCENT OF LOANS
RESERVE OUTSTANDING IN EACH CATEGORY
BALANCE BY CATEGORY TO TOTAL LOANS
-------------------------------------------------------
December 31, 1994
---------------------------------------------------
(Dollars in Thousands)

Balance at end of
period applicable to:
- ---------------------
Commercial and financial $471 3.00% 47.32%

Real estate:
Commercial 108 2.35 18.92
Residential 138 2.72 15.36

Consumer 62 1.01 18.40

Off balance sheet items 78 0.00 0.00

Unallocated 21 0.00 0.00
--- -------
Total Reserve $878 2.65% 100.00%
=== ======

RESERVE AS A
PERCENT OF LOANS PERCENT OF LOANS
RESERVE OUTSTANDING IN EACH CATEGORY
BALANCE BY CATEGORY TO TOTAL LOANS
-------------------------------------------------------
December 31, 1993
---------------------------------------------------
(Dollars in Thousands)

Balance at end of
period applicable to:
- ---------------------
Commercial and financial $471 2.48% 53.83%

Real estate:
Commercial 141 2.98 17.81
Residential 147 3.36 12.40

Consumer 56 1.00 15.96

Off balance sheet items 117 0.00 0.00

Unallocated 59 0.00 0.00
--- -------
Total Reserve $991 2.81% 100.00%
=== ======

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RESERVE AS A
PERCENT OF LOANS PERCENT OF LOANS
RESERVE OUTSTANDING IN EACH CATEGORY
BALANCE BY CATEGORY TO TOTAL LOANS
-------------------------------------------------------
December 31, 1992
---------------------------------------------------
(Dollars in Thousands)

Balance at end of
period applicable to:
- ---------------------
Commercial and financial $ 519 2.35% 52.33%

Real estate:
Commercial 182 3.57 20.35
Residential 180 3.80 14.96

Consumer 39 1.00 12.36

Off balance sheet items 133 0.00 0.00

Unallocated 8 0.00 0.00
--- -------
Total Reserve $1,061 3.36% 100.00%
===== ======

Improving oil and gas prices since the late 1980's have resulted in
declining loss reserve requirements. These conditions coupled with
successful recovery of numerous charged-off loans have resulted in
negative provisions for 1992, 1993 and 1994.

NONPERFORMING ASSETS

Nonperforming assets are defined as loans delinquent 90 or more days,
nonaccrual loans, restructured loans and foreclosed assets. Such assets
do not necessarily represent future losses to First National since
underlying collateral can be sold and the financial condition of the
borrower may improve. The following table sets forth the detail of
nonperforming assets. First National had no restructured loans or loans
90 days or more past due at any of the dates listed herein.

DECEMBER 31,
1994 1993 1992
-------------------------------------
(Dollars in Thousands)

Nonaccrual loans $1,192 $ 364 $ 846

Foreclosed assets 319 75 273
----- ---- -----
Total nonperforming assets $1,511 $ 439 $1,119
===== ==== =====
Nonperforming loans to total loans 3.55% 1.01% 2.64%

Nonperforming assets to total assets 0.91% 0.24% 0.57%

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The following table compares the allowance for loan losses and the
total nonperforming loans at December 31, 1994, 1993 and 1992:

DECEMBER 31,
1994 1993 1992
-------------------------------------
(Dollars in Thousands)

Allowance for loan losses $ 878 $ 991 $1,062
Nonperforming loans 1,192 364 846
----- ---- -----
Allowance as a percentage of
nonperforming loans 73.66% 272.25% 125.52%

At December 31, 1994, 1993 and 1992, there were no significant
commitments to lend additional funds to borrowers whose loans were
considered nonperforming.

First National's policy is to discontinue accruing interest on loans
when principal or interest is due and remains unpaid for 90 days or
more, unless the loan is well secured and in the process of collection.
First National would have recognized additional interest income of
approximately $17,000, $29,100 and $75,000 for 1994, 1993 and 1992,
respectively, if contractual interest on these loans had been
recognized. The amount of interest actually collected and included in
income related to these loans was $124,000 in 1994, $11,000 in 1993 and
$51,000 in 1992.

The loan portfolio does not include any loans to foreign countries,
credit card loans or highly leveraged transactions loans. First
National primarily originates or participates in loans to individuals
and businesses in its local lending area of Pampa, Texas. Lending
within the commercial and real estate markets is diversified among many
industries and activities. Due to the strength and long history of the
oil and gas industry in this area, many local businesses and activities
are dependent upon oil and gas industry support. First National has
written policies requiring security for loans including liens on
residential mortgage loans. In addition, policies and procedures are in
place to assess the creditworthiness of borrowers for all loans and
commitments. Borrowers' ability to honor their loan contracts are
largely dependent upon the economic conditions within their market and
on the national level.

NONINTEREST INCOME

The remaining earnings of a financial institution are typically
generated through noninterest income from fees and service charges.

Deposit and service charge income decreased $4,000 or 1.56% from
1992 to 1993. It decreased again from 1993 to 1994 by $21,000 or 8.30%.
These decreases were due primarily to a decrease in the level of
deposits during these time periods, without an increase in service fees.

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OTHER EXPENSES

Compensation and benefits decreased from 1992 to 1993 by $27,000 or
1.73%. During this period, the number of officers was increased by one;
however, this increase was more than offset by a smaller overall bonus
in 1993 as compared to 1992. Compensation and benefits decreased only
slightly from 1993 to 1994 by $6,000 or 0.39%.

Occupancy expense increased $43,000 or 15.36% from 1992 to 1993.
This was due primarily to increases in building and equipment repair and
maintenance, insurance and depreciation. Occupancy expense decreased
$30,000 or 9.29% from 1993 to 1994. This was due primarily to decreases
in service contracts, building and equipment repair and maintenance and
insurance.

Other operating expenses increased $55,000 or 4.41% from 1992 to
1993. This increase due primarily to increases in the loss on other
real estate, data processing expenses, advertising and deposit insurance
assessments. Other operating expenses decreased $175,000 or 13.45% from
1993 to 1994. This was due primarily to decreases in losses on other
real estate, deposit insurance assessments, other real estate expenses,
audit expenses, data processing expenses, and blanket bond insurance.

INCOME TAXES

A reconciliation of expected income tax expense for First National,
computed by applying the Federal statutory rate of 34% to income before
the provision for income taxes, is as follows:

DECEMBER 31,
1994 1993 1992
-------------------------------
(Dollars in Thousands)

Federal income taxes at statutory rate $1,269 $1,645 $1,975
----- ----- -----
Total provision for income taxes $1,269 $1,645 $1,975
===== ===== =====

First National adopted Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes," during 1993. The effect was to
increase reported results of operations by $135,000.

FINANCIAL CONDITION

INVESTMENTS

On January 1, 1994, First National adopted Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt
and Equity Securities" ("SFAS 115"). Under SFAS 115, each security is
classified as either trading, available for sale or held to maturity.
Investments held to maturity are recorded at amortized cost. Securities
available for sale are recorded at their fair value. The after-tax
difference between amortized cost and fair value of securities available
for sale is recorded as an unrealized gain or loss on securities and either
increases (in the case of an unrealized gain) or decreases (in the case

67
74
of an unrealized loss) total shareholders' equity. The tax impact of such
adjustment is recorded as an adjustment to the amount of the deferred tax
liability.

As of December 31, 1994, First National's entire investment
portfolio was held as available for sale.

The following tables present the composition of investments and the
change in each category for the periods presented:

BOOK VALUE DECEMBER 31, 1994-93 CHANGE 1993-92 CHANGE
- ----------
1994 1993 1992 AMOUNT PERCENT AMOUNT PERCENT
------------------------------------------------------------------------------------
(In Thousands)

U.S. Treasury notes $120,519 $131,632 $145,766 $(11,113) (8.44%) $(14,134) (9.70%)
State and political subdivisions 0 0 150 0 (150) (100.00%)
------- ------- ------- ------- -------

Total investment $120,519 $131,632 $145,916 $(11,113) $(14,284)
======= ======= ======= ======= =======

MARKET VALUE DECEMBER 31, 1994-93 CHANGE 1993-92 CHANGE
- ------------
1994 1993 1992 AMOUNT PERCENT AMOUNT PERCENT
------------------------------------------------------------------------------------
(In Thousands)

U.S. Treasury notes $120,519 $133,156 $148,879 $12,637 (9.49%) $(15,723) (10.56%)
State and political subdivisions 0 0 150 0 (150) (100.00%)
------- ------- ------- ------ -------

Total investment $120,519 $133,156 $149,029 $12,637 $(15,873)
======= ======= ======= ====== =======

Not included in the table above is First National's investment in
stock of the Federal Reserve Bank of Dallas ("FRB Stock"), which is
reflected at its historical cost of $240,000. The FRB Stock is not
included due to the lack of a published market value and certain
restrictions that limit the marketability of this investment.

First National's holdings of federal funds sold and relatively
short-term treasury notes (average maturity less than two years) serve
as a source of liquidity to meet depositor requirements, in addition to
being the largest element of total interest income. Federal funds sold
were $4,310,000 at December 31, 1994, $4,675,000 at December 31, 1993,
and $8,160,000 at December 31, 1992. U.S. Treasury notes were
$120,519,000 at December 31, 1994, $131,632,000 at December 31, 1993,
and $145,766,000 at December 31, 1992. The overall decrease in
investments during these periods was due to decreases in deposits during
the same periods. In addition, the U.S. Treasury note balance at
December 31, 1994 reflected the adoption of FAS 115, which resulted in
all such securities being categorized as "available-for-sale" and
carried at market value. The market value of U.S. Treasury notes held
by First National was $120,519,000 at December 31, 1994, $133,156,000 at
December 31, 1993, and $148,879,000 at December 31, 1992.

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75

INVESTMENT SECURITIES--MATURITIES AND YIELDS

The following table shows the maturities and yields for the various
forms of investment securities:

(Dollars in Thousands)

DECEMBER 31, 1994
-----------------------------------------------------------------------------
IN ONE AFTER ONE THROUGH
YEAR OR LESS FIVE YEARS AFTER FIVE YEARS
-------------------- -------------------- ------------------
AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD
-------------------- -------------------- ------------------

U.S. Treasury notes $36,437 4.34% $84,082 5.72% $0.00 0.00%
------ ------ ----
$36,437 4.34% $84,082 5.72% $0.00 0.00%
====== ====== ====

DECEMBER 31, 1993
-----------------------------------------------------------------------------
IN ONE AFTER ONE THROUGH
YEAR OR LESS FIVE YEARS AFTER FIVE YEARS
-------------------- -------------------- ------------------
AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD
-------------------- -------------------- ------------------

U.S. Treasury notes $65,050 6.35% $66,582 4.62% $0.00 0.00%
------ ------ ----
$65,050 6.35% $66,582 4.62% $0.00 0.00%
====== ====== ====

DECEMBER 31, 1992
-----------------------------------------------------------------------------
IN ONE AFTER ONE THROUGH
YEAR OR LESS FIVE YEARS AFTER FIVE YEARS
-------------------- -------------------- ------------------
AMOUNT YIELD AMOUNT YIELD AMOUNT YIELD
-------------------- -------------------- ------------------

U.S. Treasury notes $60,982 7.76% $84,784 6.13% $0.00 0.00%
State and political
subdivisions 150 6.40% 0.00 0.00
------ ------ ----
$61,132 7.75% $84,784 6.13% $0.00 0.00%
====== ====== ====

Not included in the table above is First National's investment in
FRB Stock, which represents an equity security with no stated maturity.

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LOANS

The loan portfolio constitutes the major earning asset of most banks
and typically offers the best alternative for obtaining the maximum
interest spread above the cost of funds. The overall economic strength
of any bank generally parallels the quality and yield of its loan
portfolio. The following table presents loans outstanding at December
31, 1994, 1993 and 1992.

DECEMBER 31, 1994 DECEMBER 31, 1993 DECEMBER 31, 1992
------------------- ------------------- -------------------
PERCENT PERCENT PERCENT
AMOUNT OF TOTAL AMOUNT OF TOTAL AMOUNT OF TOTAL
------ -------- ------ -------- ------ --------
(Dollars in Thousands)

Real estate:
Commercial and
land development $ 165 0.49% $ 776 2.15% $ 591 1.84%

Farm 1,859 5.54 858 2.38 1,019 3.18

Residence 5,081 15.14 4,378 12.16 4,726 14.73

Non farm, non
residential 4,239 12.63 4,655 12.93 4,820 15.03

Commercial 13,347 39.78 14,849 41.25 12,715 39.64

Agricultural
production 2,026 6.04 1,615 4.49 1,520 4.74

Consumer 6,551 19.52 6,315 17.54 4,378 13.65

Tax-exempt 234 0.70 427 1.19 516 1.61

Other 54 0.16 2,128 5.91 1,792 5.58
------ ------ ------ ------ ------ ------
33,556 100.00% 36,001 100.00% 32,077 100.00%

Unearned discount (464) (680) (471)
------ ------ ------
Total $33,092 $35,321 $31,606
====== ====== ======

The loan portfolio experienced a decline of $2,445,000 or 6.8% from
December 31, 1993 to December 31, 1994. The major portion of this
decline resulted from large commercial credit line reductions. Most
other loan categories were relatively constant from 1993 to 1994.

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77

The following table sets forth the maturity composition of total
loans at December 31, 1994, December 31, 1993 and December 31, 1992.

In one year or less $24,689 73.58% $28,166 78.24% $26,310 82.02%

After one through
five years 8,227 24.52% 7,359 20.44% 5,229 16.30%

After five years 640 1.90% 476 1.32% 538 1.68%
------ ------ ------ ------ ------ ------

Total loans $33,556 $100.00% $36,001 100.00% $32,077 100.00%
====== ====== ====== ====== ====== ======

INTEREST SENSITIVITY
-----------------------------------------------------------------
DECEMBER 31, 1994 DECEMBER 31, 1993 DECEMBER 31, 1992
------------------- ------------------- -------------------
FIXED VARIABLE FIXED VARIABLE FIXED VARIABLE
RATE RATE RATE RATE RATE RATE
------ -------- ------ -------- ------ --------
(Dollars in Thousands)

In one year or less $9,054 $15,635 $12,316 $15,850 $11,831 $14,479

After one through
five years 8,227 0 7,188 171 5,033 196

After five years 640 0 476 0 538 0
------ ------ ------ ------ ------ ------
$17,921 $15,635 $19,980 $16,021 $17,402 $14,675
====== ====== ====== ====== ====== ======

DEPOSITS

The deposit base provides the major funding source for interest
earning assets of First National. First National's average deposits
have declined during the period from December 31, 1992 to December 31,
1994. First National's total average deposits were $144,766,000 at
December 31, 1994, $157,326,000 at December 31, 1993 and $163,523,000 at
December 31, 1992. This represents an overall decrease during these
periods of 11.47%. Management believes that demand, savings and
certificates of deposit less than $100,000 represent a core base of
deposits while certificates of deposit of $100,000 or more and public
funds and money market accounts are more subject to interest rate
variations and, thus, are not included in the core deposit base. The
levels of core deposits were $88,566,000 at December 31, 1994,
$91,970,000 at December 31, 1993, and $91,864,000 at December 31, 1992.
This represents a decline in core deposits during those periods of
3.59%.

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The following tables indicate the mix and levels of deposits at
December 31, 1994, 1993, and 1992.

DECEMBER 31, 1994
-----------------------------------------
COST OF
AMOUNT FUNDS PERCENT
-------- ----- ---------
(Dollars in Thousands)

Demand and other noninterest bearing $17,639 0.00% 12.85%

NOW Accounts 33,371 2.53 24.30

Savings 3,251 2.58 2.37

Money market deposit accounts 27,362 2.96 19.93

Certificates of Deposit/IRA's:

Less than $100,000 35,060 3.51 25.52

$100,000 or more 20,635 3.60 15.03
------- ------
$137,318 3.10% 100.00%
======= ======

DECEMBER 31, 1993
-----------------------------------------
COST OF
AMOUNT FUNDS PERCENT
-------- ----- ---------
(Dollars in Thousands)

Demand and other noninterest bearing $21,073 0.00% 13.84%

NOW Accounts 38,382 2.69 25.22

Savings 3,205 2.80 2.11

Money market deposit accounts 28,493 2.93 18.71

Certificates of Deposit/IRA's:

Less than $100,000 36,605 3.51 24.05

$100,000 or more 24,460 4.00 16.07
------- ------
$152,218 3.05% 100.00%
======= ======

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DECEMBER 31, 1992
-----------------------------------------
COST OF
AMOUNT FUNDS PERCENT
-------- ----- ---------
(Dollars in Thousands)

Demand and other noninterest bearing $18,743 0.00% 11.22%

NOW Accounts 38,071 3.17 22.81

Savings 2,915 3.32 1.75

Money market deposit accounts 30,926 3.42 18.53

Certificates of Deposit/IRA's:

Less than $100,000 40,554 4.49 24.29

$100,000 or more 35,729 4.26 21.40
------- ------
$166,938 3.73% 100.00%
======= ======

The following table sets forth the amount and maturities of time
deposits of $100,000 or more at December 31, 1994:

DECEMBER 31, PERCENT
1994 OF TOTAL
---------------------- ------------------
(Dollars in Thousands)

Three months or less $10,394 50.37%

Over three through twelve months 8,639 41.87

Over twelve months 1,602 7.76
------ -----
$20,635 100.00%
====== ======

LIQUIDITY AND RATE SENSITIVITY

Liquidity is the measure of First National's ability to meet its
customers' present and future deposit withdrawals or increased loan
demand without penalizing earnings. Interest rate sensitivity involves
the relationships between rate sensitive assets and liabilities and is
an indication of the probable effects of interest rate fluctuations on
First National's net interest income. First National manages both
liquidity and interest sensitivity using a static GAP model and a
simulation model which are both reviewed on a monthly basis by the Board
of Directors.

Liquidity is provided for First National by projecting credit demand
and other financial needs and then maintaining sufficient cash and
assets readily convertible into cash to meet these projected requirements.
First National provides for its liquidity needs through core deposits,
maturing loans, scheduled maturities of U.S. Treasury notes and federal
funds sold. Cash and federal funds sold were $8,699,000 at

73
80
December 31, 1994, $12,840,000 at December 31, 1993, and $15,048,000
at December 31, 1992. These levels represent a decline of 14.67% from
1992 to 1993 and 32.17% from 1993 to 1994; however, these levels are
considered to be adequate in view of projected liquidity needs.

Interest rate-sensitive assets and liabilities are those with yields
or rates subject to change within a future time period due to maturity
or changes in market rates. An ongoing objective of the use of First
National's asset/liability models is to monitor gaps between rate-
adjustable assets and liabilities and to make sure these gaps fall
within the board approved ranges given the current interest rate market.
The models are also used to project future net interest income under a
set of possible interest rate movements. The Board of Directors reviews
this information to determine if the projected future net interest
income levels would be acceptable. First National attempts to stay
within acceptable gap levels and net interest income levels by matching
as close as possible rate-adjustable assets and liabilities with similar
maturity horizons. Management realizes, however, that there are limits
to these efforts because of relatively low loan volume compared to the
level of deposits and the need to invest in securities that will
maximize yield rather than match shorter-term interest-sensitive
liabilities.

The following table reflects rate-sensitive assets and liabilities
of First National at December 31, 1994, 1993, and 1992.

1994 1993 1992
-------- -------- --------
(Dollars in Thousands)

Rate-Sensitive Assets:
- ---------------------
Loans less than one year $ 24,689 $ 28,166 $ 26,310

Investments less than one year 36,437 65,050 61,132

Federal funds less than one year 4,310 4,675 8,160
------- ------- -------
Total rate-sensitive assets $ 65,436 $ 97,891 $ 95,602

Rate-sensitive assets to total assets 39.46% 53.56% 48.72%
======= ======= =======

Rate-Sensitive Liabilities:
- --------------------------
Savings accounts less than one year $ 0 $ 0 $ 0

NOW accounts less than one year 33,371 38,382 38,071

Money market funds less than one year 27,362 28,493 30,926

CDs/IRAs less than one year 51,741 61,065 75,704
------- ------- -------
Total rate-sensitive liabilities $112,474 $127,940 $144,701

Rate-sensitive liabilities to total liabilities 81.59% 83.62% 86.30%
======= ======= =======
Total assets $165,835 $182,742 $196,199
------- ------- -------
Cumulative gap (47,038) (30,049) (49,099)
------- ------- -------
One year cumulative gap divided by
total assets (28.4)% (16.4)% 25.01%
------- ------- -------
These interest sensitivity positions are considered acceptable by
management.

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81

CAPITAL

The strength of its capital position determines the ability of a
financial institution to take advantage of growth opportunities and
handle unforeseen financial difficulties. First National's
shareholders' equity was $30,217,000 (before net unrealized losses on
available-for-sale securities of $2,228,000) at December 31, 1994,
$29,749,000 at December 31, 1993, and $28,523,000 at December 31, 1992.
This represents an increase of $1,226,000 or 4.3% from 1992 to 1993 and
an increase of $469,000 or 1.58% from 1993 to 1994.

First National is subject to the issuance of capital adequacy
guidelines by its regulators, all of which have issued similar
guidelines for the measurement of capital adequacy. One measure is the
leverage ratio, which equals the ratio of ending total capital less
intangible assets to average total assets less intangible assets. The
guidelines include a definition of capital and provide a framework for
calculating weighted risk assets by assigning assets and off-balance-
sheet instruments to broad risk categories. The risk-based capital
standards are a minimum ratio of total capital to risk-weighted assets
with a minimum of 4% when using Tier 1 capital and a minimum of 8% when
using total capital. Tier 1 capital is the sum of the core capital
elements (common shareholders' equity less intangible assets). Total
capital includes the allowance for loan losses limited to a maximum of
1.25% of risk-weighted assets.

As the following table indicates, First National substantially
exceeded the minimum risk-based and leverage ratios at December 31,
1994, 1993, and 1992:

December 31, 1994 December 31, 1993 December 31, 1992
----------------- ----------------- -----------------
(Dollars in Thousands)

Tier 1 capital $30,218 $29,749 $28,523

Total capital 30,664 30,278 29,009

Risk-weighted assets 35,760 42,373 38,928

Capital ratios:

Leverage 18.22% 16.28% 14.54%

Tier 1 capital to
risk-weighted assets 84.50% 70.21% 73.27%

Total capital to
risk-weighted assets 85.75% 71.46% 74.52%

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the record date, the names and
addresses of each beneficial owner of more than five percent (5%) of
First National Common known to the Board of Directors of First National,
showing the amount and nature of such beneficial ownership and the names
of each director and executive officer of First National who owns shares
of First National Common, the number of shares of First National Common
owned beneficially by each director and executive officer, and the
number of shares of First National Common owned beneficially by all
directors and executive officers as a group. None of the shareholders
listed herein would own, on a pro forma basis giving effect to the
Merger, more than one percent (1%) of the issued and outstanding shares
of Boatmen's Common.

SHARES OF FIRST NATIONAL PERCENT
NAME AND ADDRESS<F1> COMMON BENEFICIALLY OWNED OF CLASS
- ---------------- ------------------------- --------

Don Babcock<F2> 4,030.00 1.01%

Louise Bailey<F3> 200.00 <F*>

Frank Moore Carter<F4> 17,187.11 4.30%

Patrick Casey Carter 22,191.11 5.55%
P.O. Box 2605
Sun Valley, Idaho 83353

Frances Louise Ferguson 23,040.00 5.76%
19 Court Circle
San Antonio, Texas 78209

Phil B. Gentry<F5> 100.00 <F*>

E.L. Green Family Partnership 79,923.00 19.98%
P.O. Box 2021
Pampa, Texas 79066-2021

Eugene L. Green, III<F6> 86,690.00 21.67%
18334 County Road 361
Winona, Texas 75792

Robert F. Green<F7> 90,090.00 22.52%
1600 Bellaire
Amarillo, Texas 79106

Virginia Green<F8> 79,923.00 19.98%
Suite 401, Combs-Worley Building
120 West Kingsmill
Pampa, Texas 79066

W. Wesley Green<F9> 87,359.00 21.84%
P.O. Box 2436
Pampa, Texas 79066-2436

Phebe Anne Hethcock 25,103.11 6.28%
c/o Sena, Weller, Rohs, Williams, Inc.
300 Main Street
Cincinnati, Ohio 45202-4173

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SHARES OF FIRST NATIONAL PERCENT
NAME AND ADDRESS<F1> COMMON BENEFICIALLY OWNED OF CLASS
- ---------------- ------------------------- --------

Benny M. Kirksey<F10> 2,250.00 <F*>

Don R. Lane<F11> 100.00 <F*>

Flora Deen Martin 22,960.00 5.74%
1607 Elmhurst
Oklahoma City, Oklahoma 73120

Kathy Pratt<F12> 0.00 <F*>

Debra Stokes<F13> 100.00 <F*>

Floyd F. Watson<F14> 48,083.00 12.02%
P.O. Box 781
Pampa, Texas 79066-0781

Randy Watson<F15> 2,800.00 <F*>

Directors and Executive Officers of First
National as a Group (11 persons) 162,209.11 40.55%

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

<F*> Represents less than one percent (1%) of the issued and
outstanding shares of First National Common.

<F1> Addresses are provided only with respect to each beneficial owner
of more than five percent (5%) of First National Common known to
the Board of Directors of First National.

<F2> Mr. Babcock serves as President and a director of First National.
Includes 100.00 shares of First National Common held in
Mr. Babcock's Individual Retirement Account.

<F3> Ms. Bailey serves as a Vice President of First National. Shares
are held in the names of Olen V. and Louise Bailey.

<F4> Mr. Carter serves as a director of First National.

<F5> Mr. Gentry serves as Executive Vice President of First National.
Shares are held in the names of Phil B. and Pat Gentry.

<F6> Includes 6,767.00 shares of First National Common held by
Mr. Green individually and 79,923.00 shares held in the name of
the E.L. Green Family Partnership, of which Mr. Green is a
partner.

<F7> Includes 8,067.00 shares of First National Common held in the
names of Robert F. and Genevieve Currie Green, 420.00 shares held
by each of David Faulkner Green, Gabrielle Garner Green,
Genevieve Virginia Green, Jean Elaine Green and Robert Douglass
Green, Mr. Green's children and 79,923.00 shares held in the name
of the E.L. Green Family Partnership, of which Mr. Green is a
partner.

<F8> Shares are held in the name of the E.L. Green Family Partnership,
of which the Virginia Green Trust is a partner. Mrs. Green
serves as the sole trustee of the Virginia Green Trust.

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84

<F9> Mr. Green serves as a director of First National. Includes
7,436.00 shares of First National Common held by Mr. Green
and his wife, Kathryn M. Green, and 79,923.00 shares held in
the name of the E.L. Green Family Partnership, of which Mr.
Green is a partner.

<F10> Mr. Kirksey serves as a director of First National.

<F11> Mr. Lane serves as a director of First National.

<F12> Ms. Pratt serves as a Vice President of First National.

<F13> Ms. Stokes serves as a Vice President of First National.

<F14> Mr. Watson serves as Chairman of the Board and a director of
First National.

<F15> Mr. Watson serves as a Senior Vice President of First National.
Shares are held in the names of Randall F. and Kari Beth
Watson, Joint Tenants.

FAMILY RELATIONSHIPS

Randy Watson, Senior Vice President of First National, is the son of
Floyd F. Watson, Chairman of the Board and a director of First National.
Benny J. Kirksey, Assistant Vice President of First National, is the son
of Benny M. Kirksey, a director of First National. Virginia Green is
the mother of E.L. Green, III, Robert F. Green and W. Wesley Green, who
serves as a director of First National. Frank Moore Carter, who serves
as a director of First National, Patrick Casey Carter and Phebe Anne
Hethcock are siblings.

LEGAL OPINION

The legality of the securities offered hereby will be passed upon
by Lewis, Rice & Fingersh, L.C. Members of Lewis, Rice & Fingersh, L.C.
and attorneys employed by them owned, directly or indirectly, as of
April 15, 1995, 75,677 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, 1994 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 supplemental consolidated financial statements of Boatmen's
incorporated by reference in Boatmen's Current Report (Form 8-K) dated
April 28, 1995, at December 31, 1994 and 1993, and for each of the three
years in the period ended December 31, 1994, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference, which is based
in part on the reports of KPMG Peat Marwick LLP and Frost & Company,
independent auditors. The supplemental consolidated financial statements
referred to above are incorporated herein by reference in reliance upon
such reports given upon the authority of such firms as experts in
accounting and auditing.

INDEPENDENT AUDITORS FOR FIRST NATIONAL

The consolidated financial statements of First National at
December 31, 1994, 1993, 1992 and for the years then ended appearing in
this Proxy Statement/Prospectus and Registration Statement have been

78
85
audited by Lewis Meers, P.C., independent certified public accountants,
as set forth in their report thereon appearing elsewhere herein, 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 Lewis Meers, P.C., are expected to be present at
the Special Meeting with the opportunity to make a statement if they
desire to do so and to respond to appropriate questions.

SHAREHOLDER PROPOSALS

The annual meeting of Boatmen's was held on April 25, 1995.
Shareholder proposals for the 1996 annual meeting of Boatmen's must meet
the requirements established by the S.E.C. for shareholder proposals and
must be received by Boatmen's not later than November 14, 1995 in order
to be considered for inclusion in the 1996 proxy statement.

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 S.E.C.'s regulations governing the solicitation of
proxies.
---------------

FIRST NATIONAL BANK IN PAMPA
INDEX TO FINANCIAL STATEMENTS

Page
----

Financial Statements:
- --------------------

Report of Independent Auditors............................................. F-2

Balance Sheets as of December 31, 1994, 1993 and 1992...................... F-3

Statements of Income for the Years Ended December 31, 1994,
1993 and 1992............................................................ F-4

Statements of Changes in Stockholders' Equity for the Years
Ended December 31, 1994, 1993 and 1992................................... F-6

Statements of Cash Flows for the Years Ended December 31, 1994,
1993 and 1992............................................................ F-7

Notes to Financial Statements.............................................. F-9

F-1
87
INDEPENDENT AUDITOR'S REPORT
----------------------------

To the Board of Directors and Stockholders
First National Bank in Pampa

We have audited the accompanying balance sheets of First
National Bank in Pampa (a corporation) as of December 31, 1994,
1993 and 1992, and the related statements of income, stockholders'
equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Bank's management. Our
responsibility is to express an opinion on these 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 financial statements referred to above
present fairly, in all material respects, the financial position of
First National Bank in Pampa as of December 31, 1994, 1993 and
1992, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting
principles.

/s/ Lewis Meers

February 6, 1995

F-2
88

FIRST NATIONAL BANK IN PAMPA
BALANCE SHEETS
December 31, 1994, 1993 and 1992

ASSETS 1994 1993 1992
------ ---- ---- ----

Cash and due from banks $ 4,389,463 $ 8,164,679 $ 6,888,025
Investment securities 120,519,082 131,631,536 145,916,380
Federal funds sold 4,310,000 4,675,000 8,160,000
Loans, net 32,213,792 34,330,266 30,544,389
Bank premises and equipment, net 659,461 730,149 684,605
Other assets 3,742,984 3,210,380 4,005,705
----------- ----------- -----------

Total Assets $165,834,782 $182,742,010 $196,199,104
=========== =========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

Deposits
- --------
Demand $ 17,639,110 $ 21,072,934 $ 18,742,666
NOW and money market accounts 60,732,594 66,874,500 68,997,118
Savings 3,250,759 3,205,222 2,915,338
Time 55,695,314 61,065,095 76,282,911
----------- ----------- -----------

Total Deposits $137,317,777 $152,217,751 $166,938,033

Accrued interest and other liabilities 327,917 575,680 538,132
Dividends payable 200,000 200,000 200,000
----------- ----------- -----------

Total Liabilities $137,845,694 $152,993,431 $167,676,165
----------- ----------- -----------

Stockholders' Equity
- --------------------

Common stock of $10 par value. 400,000 shares
authorized, issued and outstanding $ 4,000,000 $ 4,000,000 $ 4,000,000
Surplus 4,000,000 4,000,000 4,000,000
Retained earnings 22,217,180 21,748,579 20,522,939
Unrealized gain (loss) on securities
available-for-sale (2,228,092) -0- -0-
----------- ----------- -----------

Total Stockholders' Equity $ 27,989,088 $ 29,748,579 $ 28,522,939
----------- ----------- -----------

Total Liabilities and Stockholders' Equity $165,834,782 $182,742,010 $196,199,104
=========== =========== ===========

See Accompanying Notes to Financial Statements

F-3
89

FIRST NATIONAL BANK IN PAMPA
STATEMENTS OF INCOME
Years Ended December 31, 1994, 1993 and 1992

1994 1993 1992
---- ---- ----

Interest Income
- ---------------

Interest and fees on loans $ 2,915,193 $ 2,642,304 $ 2,590,128
Interest on investment securities:
U.S. Treasury securities 6,734,220 8,640,390 10,396,359
Obligation of state and
political subdivisions 0 0 9,137
Interest on federal funds sold 179,276 169,348 317,413
--------- ---------- ----------

Total Interest Income $ 9,828,689 $11,452,042 $13,313,037

Interest Expense
- ----------------

Interest on deposits (3,942,200) (4,250,092) (5,463,061)
---------- ---------- ----------

Net Interest Income $ 5,886,489 $ 7,201,950 $ 7,849,976

Provision for loan (losses) income 515,388 404,721 791,564
---------- ---------- ----------

Net Interest Income After Provisions
For Loan Losses $ 6,401,877 $ 7,606,671 8,641,540
---------- ---------- ----------

Other Income
- ------------

Securities gains $ -0- $ 10,348 $ -0-
Service fees 170,350 198,518 200,090
Other income 110,861 210,986 279,320
---------- ---------- ----------

Total Other Income $ 281,211 $ 419,852 $ 479,410
---------- ---------- ----------

See Accompanying Notes to Financial Statements

F-4
90

FIRST NATIONAL BANK IN PAMPA
STATEMENTS OF INCOME, Continued
Years Ended December 31, 1994, 1993 and 1992

1994 1993 1992
---- ---- ----

Other Expenses
- --------------

Salaries $1,131,470 $1,169,716 $1,225,916
Employee benefits 394,875 362,296 333,570
Occupancy expenses 174,305 204,184 183,349
Regulatory assessments 392,814 426,550 412,849
Data processing 110,519 100,354 83,014
Other expenses 741,333 893,180 719,812
--------- --------- ---------

Total Other Expenses $2,945,316 $3,156,280 $2,958,510
--------- --------- ---------

Income before Income Taxes $3,737,772 $4,870,243 $6,162,440

Federal income taxes (1,269,171) (1,644,603) (1,975,461)
--------- --------- ---------

Net Income $2,468,601 $3,225,640 $4,186,979
========= ========= =========

Net Income per share of Common Stock $ 6.17 $ 8.06 $ 10.47
========= ========= =========

See Accompanying Notes to Financial Statements

F-5
91

FIRST NATIONAL BANK IN PAMPA
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Years Ended December 31, 1994, 1993 and 1992
(In Thousands)

Appreciation
(Depreciation)
Common Stock of Available-
------------ Retained for-Sale
Shares Par Value Surplus Earnings Securities Total
------ --------- ------- -------- -------------- -----

Balance, December 31, 1991 400 $4,000 $4,000 $18,336 $ -0- $26,336

Net income for 1992 - - - 4,187 - 4,187

Dividends Declared ($5.00 per sh) (2,000) - (2,000)
---- ----- ----- ------ ------ ------

Balance, December 31, 1992 400 $4,000 $4,000 $20,523 $ -0- $28,523

Net income for 1993 - - - 3,226 - 3,226

Dividends Declared ($5.00 per sh) (2,000) - (2,000)
---- ----- ----- ------ ------ ------

Balance, December 31, 1993 400 $4,000 $4,000 $21,749 $ -0- $29,749

Net income for 1994 - - - 2,468 - 2,468

Unrealized losses - - - (2,228) (2,228)

Dividends Declared ($5.00 per sh) (2,000) - (2,000)
---- ----- ----- ------ ------ ------

Balance, December 31, 1994 400 $4,000 $4,000 $22,217 $(2,228) $27,989
=== ===== ===== ====== ====== ======

See Accompanying Notes to Financial Statements

F-6
92

FIRST NATIONAL BANK IN PAMPA
STATEMENTS OF CASH FLOWS
Years Ended December 31, 1994, 1993 and 1992

1994 1993 1992
---- ---- ----

Cash Flows from Operating Activities:

Net Income $ 2,468,601 $ 3,225,640 $ 4,186,979
Non-cash expenses, revenues,
losses & gains included in
income:
Depreciation and amortization 340,440 397,002 403,305
Provision for loan losses (515,388) (404,721) (791,564)
Increase (decrease) in interest
payable 40,052 (98,336) (235,670)
Increase (decrease) in accrued
expenses 166,729 37,318 (47,603)
(Increase) decrease in interest
receivable (343,567) 488,186 304,030
---------- ---------- ----------

Net Cash Provided By Operating
Activities $ 2,156,867 $ 3,645,089 $ 3,819,477
---------- ---------- ----------

Cash Flows from Investing Activities:

Capital expenditures $ (52,043) $ (172,226) $ (22,965)
Net decrease (increase) in loans 2,387,693 (3,381,156) (1,195,133)
Decrease in other assets 749,196 426,967 241,039
Decrease in federal funds sold 365,000 3,485,000 3,055,000
Decrease in securities 7,518,044 13,993,262 (10,529,263)
---------- ---------- ----------

Net Cash Provided (Used) By
Investing Activities $10,967,890 $14,351,847 $(8,451,322)
---------- ---------- ----------

Cash Flows from Financing Activities:

Dividends paid $(2,000,000) $(2,000,000) $(2,300,000)
Increase (decrease) in deposits (14,899,973) (14,720,282) 7,795,304
---------- ---------- ----------
Net Cash Provided (Used) By
Financing Activities (16,899,973) (16,720,282) 5,495,304
---------- ---------- ----------
Net Increase (Decrease) in Cash
and Cash Equivalents (3,775,216) 1,276,654 863,459

Cash and Cash Equivalents, Beginning 8,164,679 6,888,025 6,024,566
---------- ---------- ----------

Cash and Cash Equivalents, Ending $ 4,389,463 $ 8,164,679 $ 6,888,025
========== ========== ==========

F-7
93

FIRST NATIONAL BANK IN PAMPA
STATEMENTS OF CASH FLOWS, Continued
Years Ended December 31, 1994, 1993 and 1992

1994 1993 1992
---- ---- ----

Supplemental Disclosures of Cash
Flow Information:

Interest paid during year $ 3,902,148 $ 4,348,429 $ 5,698,731
========== ========== ==========

Cash paid during the year for
income taxes $ 1,225,000 $ 1,630,000 $ 1,923,664
========== ========== =========

Securities (Available-for-Sale,
1994 Only) (In Thousands):
Maturities of securities $ 60,500 $ 58,000 $ 28,646
Sales of securities -0- 4,000 -0-
Purchases of securities (53,000) (48,000) (39,175)
---------- ---------- ----------

Decrease (increase) in
securities $ 7,500 $ 14,000 $ (10,529)
========== ========== ==========

Non-Cash Transactions:

Other real estate owned transferred
to non-accrual loans $ 776,635 $ -0- $ -0-
========== ========== ==========

See Accompanying Notes to Financial Statements

F-8
94

FIRST NATIONAL BANK IN PAMPA
Notes to Financial Statements

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
------------------------------------------

Accounting Basis
----------------

The accounts are maintained on an accrual basis in accordance
with generally accepted accounting principles.

Investment Securities
---------------------

Effective January 1, 1994, the Bank was required by FASB 115
to reclassify its investment securities into various categories.
Investment securities that are held for short-term resale are
classified as trading securities and carried at fair value. Debt
securities that management has the ability and intent to hold to
maturity are classified as held-to-maturity and carried at cost,
adjusted for amortization of premium and accretion of discounts
using methods approximating the interest method. Other marketable
securities are classified as available-for-sale and are carried at
fair value. Realized and unrealized gains and losses on trading
securities are included in net income. Unrealized gains and losses
on securities available-for-sale are recognized as direct increases
or decreases in stockholders' equity. Cost of securities sold is
recognized using the specific identification method.

Prior to 1994, investment securities are stated at cost,
adjusted for amortization of premiums and accretion of discounts,
which are recognized as adjustments to interest income. Gains and
losses on disposition are based on the net proceeds and the
adjusted carrying amount of the securities sold, using the specific
identification method.

Loans and Allowance for Loan Losses
-----------------------------------

Loans are stated at the amount of unpaid principal, reduced by
unearned discount and an allowance for loan losses. Unearned
discount on installment loans is recognized as income over the
terms of the loans under the rule of seventy-eights method.
Generally accepted accounting principles require that income on the
unearned discount on installment loans be recognized by the
interest method. Due to the insignificant amount of installment
loans made, the difference between the two methods does not
materially affect the financial statements. As such, no adjustment
has been made to reflect this difference. Interest on other loans
is calculated by using the simple interest method on daily balances
of the principal amount outstanding. The allowance for loan losses
is established through a provision for loan losses charged to
expenses. Loans are charged against the allowance for loan losses
when management believes that the collectibility of the principal
is unlikely. The allowance is an amount that management believes
will be adequate to absorb possible losses on existing loans that
may become uncollectible, based on evaluations of the
collectibility of loans and prior loan loss experience. The
evaluations take into consideration such factors as quality, review
of specific problem loans, and current economic conditions that may
affect the borrower's ability to pay. Accrual of interest is
discontinued on a loan when management believes, after considering
economic and business conditions and collection efforts, that the
borrower's financial condition is such that collection of interest
is doubtful. When a loan is placed on non-accrual status, interest
accrued but not received is generally reversed against interest
income. If collectibility is in doubt, cash receipts on non-
accrual loans are used to reduce principal rather than be recorded
as interest income.

F-9
95

FIRST NATIONAL BANK IN PAMPA
Notes to Financial Statements

Bank Premises and Equipment
---------------------------

Bank premises and equipment are stated at cost less
accumulated depreciation. Depreciation of bank premises and
equipment is provided on the straight-line and declining balance
methods over the following estimated useful lives:

Years
-----

Buildings and improvements 15-50
Furniture and equipment 5-30

Maintenance and repairs of property and equipment are charged
to operations, and major improvements are capitalized. Upon
retirement, sale, or other disposition of property and equipment,
the cost and accumulated depreciation are eliminated from the
accounts and gain or loss is included in operations.

Other Real Estate Owned
-----------------------

Other real estate owned includes property acquired through
foreclosure or forgiveness of debt. These properties are carried
at the lower of cost or current appraisal. Losses from the
acquisition of property in full or partial satisfaction of debt are
treated as credit losses. Routine holding costs, subsequent
declines in value and gains or losses on disposition are included
in other expenses.

Income Taxes
------------

Income taxes are provided for the tax effects of the
transactions reported in the financial statements and consist of
taxes currently due plus deferred taxes related primarily to
differences between the basis of the available-for-sale securities
(after 1993), allowance for loan losses and accumulated
depreciation. The deferred tax assets and liabilities represent
the future tax return consequences of those differences, which will
either be taxable or deductible when the assets and liabilities are
recovered or settled.

Net Income Per Share
--------------------

Net income per share is calculated on the basis of the number
of shares outstanding.

Cash Flows
----------

For purposes of reporting cash flows, cash and cash
equivalents include cash on hand and amounts due from banks. Cash
flows from demand deposits, NOW accounts, savings accounts and
federal funds purchased and sold are reported net, since their
original maturities are less than three months. Renewals and
extensions of loans and time deposits are treated as gross cash
flows.

F-10
96

FIRST NATIONAL BANK IN PAMPA
Notes to Financial Statements

Current Accounting Developments
-------------------------------

The Financial Accounting Standards Board has issued Statement
No. 114, Accounting by Creditors for Impairment of a Loan, which
becomes effective for fiscal years beginning after December 15,
1994. Earlier application is permitted. The Statement generally
requires impaired loans to be measured on the present value of
expected future cash flows discounted at the loan's effective
interest rate, or as an expedient, at the loan's observable market
price or the fair value of the collateral if the loan is collateral
dependent. A loan is impaired when it is probable the creditor
will be unable to collect all contractual principal and interest
payments due in accordance with the terms of the loan agreement.
The Bank has not addressed the potential future impact of the
application of this Statement.

Fair Values of Financial Instruments
------------------------------------

Statement of Financial Accounting Standards No. 107,
Disclosures about Fair Value of Financial Instruments, requires
disclosure of fair value information about financial instruments,
whether or not recognized in the balance sheet, for which it is
practicable to estimate that value. In cases where quoted market
prices are not available, fair values are based on estimates using
present value or other valuation techniques. Those techniques are
significantly affected by the assumptions used, including the
discount rate and estimates of future cash flows. In that regard,
the derived fair value estimates cannot be substantiated by
comparison to independent markets and, in many cases, could not be
realized in immediate settlement of the instruments. Statement No.
107 excludes certain financial instruments and all nonfinancial
instruments from its disclosure requirements. Accordingly, the
aggregate fair value amounts presented do not represent the
underlying value of the Bank.

The following methods and assumptions were used by the Bank in
estimating its fair value disclosures for financial instruments:

CASH AND CASH EQUIVALENTS: The carrying amounts reported in
the statement of financial condition for cash and cash
equivalents approximate those assets' fair values.

TIME DEPOSITS: Fair values for time deposits are estimated
using a discounted cash flow analysis that applied interest
rates currently being offered on certificates to a schedule of
aggregated contractual maturities on such time deposits.

INVESTMENT SECURITIES (INCLUDING TRADING ACCOUNT SECURITIES
AND MORTGAGE-BACKED SECURITIES): Fair values for investment
securities are based on quoted market prices, where available.
If quoted market prices are not available, fair values are
based on quoted market prices of comparable instruments.

LOANS: For variable-rate loans that reprice frequently and
with no significant change in credit risk, fair values are
based on carrying amounts. The fair values for other loans
(for example, fixed rate commercial real estate and rental
property mortgage loans and commercial and industrial loans)
are estimated using discounted cash flow analysis, based on
interest rates currently being offered for loans with similar
terms to borrowers of similar credit quality. Loan fair value
estimates include judgments regarding future expected loss
experience and risk characteristics. The carrying amount of
accrued interest receivable approximates its fair value.

F-11
97

FIRST NATIONAL BANK IN PAMPA
Notes to Financial Statements

DEPOSITS: The fair values disclosed for demand deposits (for
example, interest-bearing checking accounts and passbook
accounts) are, by definition, equal to the amount payable on
demand at the reporting date (that is, their carrying
amounts). The fair values for certificates of deposit are
estimated using a discounted cash flow calculation that
applies interest rates currently being offered on certificates
to a schedule of aggregated contractual maturities on such
time deposits. The carrying amount of accrued interest
payable approximates fair value.

SHORT-TERM BORROWINGS AND NOTES PAYABLE: The carrying amounts
of short-term borrowings and notes payable approximate their
fair values.

COMMITMENTS TO EXTEND CREDIT: Commitments to extend credit
were evaluated and fair value was estimated using the fees
currently charged to enter into similar agreements, taking
into account the remaining terms of the agreements and the
present creditworthiness of the counterparties. For fixed-
rate loan commitments, fair value also considers the
difference between current levels of interest rates and the
committed rates.

2. INVESTMENT SECURITIES
---------------------

Securities held-to-maturity consist of the following:

December 31, 1994
-------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- -------

U.S. government and
federal agencies $ -0- $ -0- $ -0- $ -0-

State and local
governments -0- -0- -0- -0-
------- ---- ------ -------
$ -0- $ -0- $ -0- $ -0-
======= ==== ====== =======

Securities available-for-sale consist of the following: (In Thousands)

December 31, 1994
-------------------------------------------
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------- ---------- ---------- -------

U.S. government and
federal agencies $123,895 $ -0- $(3,376) $120,519
State and local
governments -0- -0- -0- -0-
------- ---- ------ -------
$123,895 $ -0- $(3,376) $120,519
======= ==== ====== =======

F-12
98

FIRST NATIONAL BANK IN PAMPA
Notes to Financial Statements

The amortized cost and estimated fair value of debt securities
at December 31, 1994, by contractual maturity, are shown below.
Expected maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or
without call or prepayment penalties.

Estimated
(In Thousands) Amortized Fair
Cost Value
--------- ---------

Due in one year or less $ 37,032 $ 36,437
Due after one year through five years 86,863 84,082
Due after five years through ten years -0- -0-
Due after ten years -0- -0-
------- -------
Total $123,895 $120,519
======= =======

Proceeds from sales of securities during 1994 were $-0-.
Gross gains of $-0- and gross losses of $-0- were realized on those
sales.

The approximate amortized cost of securities pledged to secure
public deposits and for other purposes as required by law at
December 31, 1994, 1993 and 1992 aggregated $23,286,000,
$23,345,000, and $23,174,000, respectively. Approximate fair
values were $22,373,000, $24,036,000, and $24,213,000.

1993
----

Investment securities are carried at amortized cost. The
amortized cost and estimated market values of investments in debt
securities are as follows: (In Thousands)

December 31, 1993
-----------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
--------- ---------- ---------- ---------

US Treasury securities $131,632 $1,524 $-0- $133,156
------- ----- --- -------
Totals $131,632 $1,524 $-0- $133,156
======= ===== === =======

The amortized cost and estimated market value of debt
securities at December 31, 1993, by contractual maturity, are shown
below. Expected maturities will differ from contractual maturities
because borrowers may have the right to call or prepay obligations
with or without call or prepayment penalties.

Estimated
(In Thousands) Amortized Market
Cost Value
--------- ---------

Due in one year or less $ 65,050 $ 66,031
Due after one year through five years 66,582 67,125
Due after five years through ten years -0- -0-
Due after ten years -0- -0-
------- -------
Total $131,632 $133,156
======= =======

Proceeds from sales of investments in debt securities during
1993 were $4,000,000. Gross gains of $10,348 and gross losses of
$-0- were realized on those sales.

F-13
99

FIRST NATIONAL BANK IN PAMPA
Notes to Financial Statements

Since the Bank was not required to adopt FASB 115 prior to
January 1, 1994, it did not reclassify its investment securities
for 1993 and 1992 into the categories presented for 1994.

1992
----

Investment securities are carried at amortized cost. The
amortized cost and estimated market values of investments in debt
securities are as follows: (In Thousands)

December 31, 1992
-----------------
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
--------- ---------- ---------- ---------

US Treasury securities $145,766 $3,113 $-0- $148,879
Obligations of states and
political subdivisions 150 -0- -0- 150
------- ----- --- -------
Totals $145,916 $3,113 $-0- $149,029
======= ===== === =======

The amortized cost and estimated market value of debt
securities at December 31, 1992, by contractual maturity, are shown
below. Expected maturities will differ from contractual maturities
because borrowers may have the right to call or prepay obligations
with or without call or prepayment penalties.

Estimated
(In Thousands) Amortized Market
Cost Value
--------- --------

Due in one year or less $ 61,132 $ 62,550
Due after one year through five years 84,784 86,479
Due after five years through ten years -0- -0-
Due after ten years -0- -0-
------- -------
Total $145,916 $149,029
======= =======

Proceeds from sales of investments in debt securities during
1992 were $-0-. Gross gains of $-0- and gross losses of $-0- were
realized on those sales.

3. LOANS
-----

A summary of loans as of December 31, 1994, 1993 and 1992
follows:

(In Thousands)
1994 1993 1992
---- ---- ----

Commercial loans $13,347 $14,895 $12,715
Real estate loans 11,345 11,067 11,156
Agricultural loans 2,026 1,615 1,520
Consumer loans 6,551 6,325 4,378
Other loans 287 2,099 2,308
------ ------ ------
33,556 36,001 32,077
Unearned discount (464) (680) (471)
------ ------ ------
33,092 35,321 31,606
Allowance for possible
loan losses (878) (991) (1,062)
------ ------ ------
Net Loans $32,214 $34,330 $30,544
====== ====== ======

F-14
100

FIRST NATIONAL BANK IN PAMPA
Notes to Financial Statements

A summary of transactions affecting the allowance for possible
loan losses of 1994, 1993 and 1992 follows: (In Thousands)

1994 1993 1992
---- ---- ----

Balance at beginning of year $991 $1,062 $1,292
Provision charged to operations (515) (405) (792)
Recoveries on loans previously
charged off 910 411 1,822
Loans charged off (508) (77) (1,260)
--- ----- -----
Balance at end of year $878 $ 991 $1,062
=== ===== =====

Nonaccruing loans totaled $1,191,000, $364,000 and $846,000 at
December 31, 1994, 1993 and 1992, respectively, which had the
effect of reducing income $17,000, $29,100, and $75,000,
respectively, and earnings per common share $0.04, $0.07, and
$0.19, respectively. Loans past due over 90 days were $-0-, $-0-,
and $-0- for 1994, 1993 and 1992, respectively.

4. BANK PREMISES AND EQUIPMENT
---------------------------

The following summarizes bank premises and equipment at
December 31, 1994, 1993, and 1992:

1994 1993 1992
---- ---- ----

Land $ 96,281 $ 96,281 $ 96,281
Buildings and improvements 1,649,512 1,649,512 1,731,297
Office furniture and equipment 525,842 453,671 428,072
Vehicles 36,085 36,085 36,085
--------- --------- ---------
2,307,720 2,235,549 2,291,735
Less accumulated depreciation (1,648,259) (1,505,400) (1,607,130)
--------- --------- ---------
Net Book Value $ 659,461 $ 730,149 $ 684,605
========= ========= =========

Depreciation charged to operating expenses amounted to
$122,000, $105,000 and $93,430 for 1994, 1993 and 1992,
respectively.

5. OTHER REAL ESTATE
-----------------

The following summarizes other real estate at December 31,
1994, 1993 and 1992, which is included in other assets:

1994 1993 1992
---- ---- ----

Other Real Estate $ 74,800 $851,435 $1,278,402
======= ======= =========

Included in the above are the amounts of approximately $-0-,
$777,000 and $1,006,000 respectively for 1994, 1993 and 1992, which
represents other real estate that has been "insubstance foreclosed"
- - the Bank has not completed its foreclosure procedures, but
control and possession has been effectively turned over to the
Bank.

F-15
101

FIRST NATIONAL BANK IN PAMPA
Notes to Financial Statements

6. CERTIFICATES OF DEPOSIT OF $100,000 AND OVER
--------------------------------------------

The following is a maturity distribution of time certificates
of deposit in denominations of $100,000 or more: (In Thousands)

1994 1993 1992
---- ---- ----

Three months or less $10,394 $13,126 $19,967
Over three months through
twelve months 8,639 11,333 14,257
Over twelve months 1,602 -0- -0-
------ ------ ------
$20,635 $24,459 $34,224
====== ====== ======

7. FEDERAL INCOME TAXES
--------------------

The total income taxes included in the statements of income
for the years ended December 31, 1994, 1993 and 1992 are as
follows: (In Thousands)

1994 1993 1992
---- ---- ----

Currently payable $1,089 $1,510 $1,823
Deferred 180 135 152
----- ----- -----
Total $1,269 $1,645 $1,975
===== ===== =====

Accumulated deferred income taxes of $-0-, $287,000 and
$152,000 at December 31, 1994, 1993 and 1992, respectively, are
included in accrued interest and other liabilities. A net tax
asset of $680,000 is included in other assets for December 31,
1994.

Interest income on securities totaling $17,000, $24,000 and
$37,000 for 1994, 1993 and 1992, respectively, is exempt from
Federal income taxes; accordingly, the tax provision is less than
that obtained by using the statutory Federal corporate income tax
rate.

A reconciliation of the statutory income tax to the income tax
expense included in the statements of income is as follows:
(In Thousands)

Year Ended December 31,
1994 1993 1992
-------------------------------------------------------
% Of % Of % Of
Dollar Pretax Dollar Pretax Dollar Pretax
Amount Income Amount Income Amount Income
------ ------ ------ ------ ------ ------

Income tax at statutory
rate $1,271 34% $1,656 34% $2,095 34%
Tax-exempt interest (6) - (8) (1%) (12) -
Other 4 - (3) - (108) (2%)
----- --- ----- --- ----- ---
$1,269 34% $1,645 33% $1,975 32%
===== === ===== === ===== ===

F-16
102

FIRST NATIONAL BANK IN PAMPA
Notes to Financial Statements

Deferred tax provisions are applicable to the following items:

Asset (Liability)
1994 1993 1992
---- ---- ----

Depreciation $ (88) $ (73) $ (80)
Bad Debts (1,287) (771) (367)
Securities, Available-for-Sale 3,376 -0- -0-
Valuation allowance -0- -0- -0-
----- ---- ----
Total $2,001 $(844) $(447)
Assuming Effective Tax Rate 34% 34% 34%
----- ---- ----
Deferred Tax (Liability) Asset $ 680 $(287) $(152)
===== ==== ====

In February 1992, the Financial Accounting Standards Board
issued Statement No. 109, "Accounting for Income Taxes," which
significantly changes the recognition and measurement of deferred
income tax assets and liabilities. Statement No. 109 requires that
deferred taxes be recorded on a liability method and adjusted when
new tax rates are enacted. Before the adoption of Statement No.
109, the Bank's deferred tax balances were recorded using the rates
in effect when the transactions giving rise to the deferred tax
occurred, and deferred tax balances were not adjusted when tax
rates changed. The Statement provides that the effect of its
adoption may be recorded entirely in the year of adoption or
retroactively by restating one or more prior years. The Company
has adopted Statement No. 109 effective for the year ended December
31, 1993 and has recorded the effect of its adoption entirely in
1993.

At December 31, 1994, 1993 and 1992, the Bank has the
following deferred tax assets and liabilities:

1994 1993 1992
---- ---- ----

Deferred tax assets $1,148,000 $ -0- $ -0-
Valuation allowance -0- -0- -0-
Deferred tax liabilities (468,000) (287,000) (152,000)
--------- -------- --------
Net Deferred Tax Assets $ 680,000 $(287,000) $(152,000)
========= ======== ========

8. RETIREMENT PLAN
---------------

The Bank has a noncontributory pension plan covering all
eligible employees, as outlined in the Tax Reform Act of 1986 and
amendments thereto and subsequent Treasury Regulations.

The contribution amounts are determined at the discretion of
the Board of Directors, annually, and are limited to the lesser of
15% of the participants defined compensation or $30,000.

Vesting of benefits is as follows:

Nonforfeitable Forfeited
Years of Service Percentage Percentage
---------------- -------------- ----------

Less than 3 0% 100%
3 but less than 4 20% 80%
4 but less than 5 40% 60%
5 but less than 6 60% 40%
6 but less than 7 80% 20%
7 or more 100% 0%

The total retirement expense for 1994, 1993 and 1992 was
$139,037, $133,703 and $135,334, respectively. The Bank has no
other liability beyond these contributions.

F-17
103

FIRST NATIONAL BANK IN PAMPA
Notes to Financial Statements

9. COMMITMENTS AND CONTINGENCIES
-----------------------------

In the normal course of business there are outstanding various
commitments and contingent liabilities, which are not reflected in
the accompanying financial statements. The commitments and
contingent liabilities include various guarantees, commitments to
extend credit, and standby letters of credit. The Bank does not
anticipate losses as a result of these transactions.

Various legal proceedings are pending against the Bank.
Management believes that the aggregate liability, if any, resulting
therefrom will not be material.

10. RELATED PARTY TRANSACTIONS
--------------------------

At December 31, 1994, 1993 and 1992 loans with an aggregate
outstanding principal balance of approximately $190,000, $132,000
and $56,000 respectively had been made directly or indirectly to
the Bank's executive officers, directors, and other related
parties.

11. RETAINED EARNINGS
-----------------

Banking regulations limit the amount of dividends that may be
paid without approval of the Bank's regulatory agency. Retained
earnings against which dividends may be charged were $5,881,000,
$7,230,000 and $7,018,000 for 1994, 1993 and 1992, respectively.

12. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
-----------------------------------------------------

The following methods and assumptions were used to estimate
the fair value of financial instruments:

INVESTMENT SECURITIES:

For U.S. Government and U.S. Government Agency securities,
fair values are based on market prices or dealer quotes. For other
investment securities, fair value equals quoted market price if
available. If a quoted market price is not available, fair value
is estimated using quoted market prices for similar securities as
the basis for a pricing matrix.

LOANS:

Fair value of homogeneous categories of residential mortgages,
credit card receivables, and automobile loans is estimated using
the quoted market prices for securities backed by similar loans,
adjusted for known differences in loan characteristics.

DEPOSITS:

Fair value of demand deposits, savings accounts, and NOW
accounts is defined as the amounts payable on demand at the
reporting date. The fair value of fixed maturity certificates of
deposit is estimated based on the rates currently offered for
deposits of similar remaining maturities.

F-18
104

FIRST NATIONAL BANK IN PAMPA
Notes to Financial Statements

COMMITMENTS TO EXTEND CREDIT AND STANDBY LETTERS OF CREDIT:

The fair value of commitments is estimated using the fees
currently charged to enter into similar agreements, taking into
account the remaining terms of the agreements and the present
creditworthiness of the counterparties. For fixed-rate loan
commitments, fair value also considers the difference between
current levels of interest rates and the committed rates. The fair
value of guarantees and letters of credit is based on fees
currently charged for similar agreements or on the estimated cost
to terminate them or otherwise settle the obligations with the
counterparties at the reporting date.

The estimated fair values of the Bank's financial instruments
are as follows: (In Thousands)

December 31
1994 1993 1992
------------------- ------------------- -------------------
Carrying Fair Carrying Fair Carrying Fair
Amount Value Amount Value Amount Value
-------- ------- -------- ------- -------- -------

Financial assets:
Residential real
estate loans $ 4,758 $ 4,746 $ 4,325 $ 4,413 $ 4,726 $ 4,013
Installment loans 4,957 4,936 6,325 6,519 4,378 3,937
Other loans 234 229 427 419 516 455
Allowance for loan
losses (877) - (991) - (1,061) -

Deposits (137,318) (137,318) (152,218) (152,218) (166,938) (166,938)
Commitments to
extend credit (7,444) (7,444) (5,875) (5,875) (6,793) (6,793)
Standby letters of
credit (764) (764) (951) (951) (770) (770)

It is not practicable to estimate the market value of
commercial and certain other loans that are carried at amounts due
from borrowers, reduced by appropriate allowances for
collectibility. There are no quoted market prices for loans of
these types; the loans are not a part of a homogeneous group; and
the Bank does not have available resources to estimate fair values
based on estimated cash flows of the individual loans. The average
effective interest rate for these loans was 8.74% at December 31,
1994, 7.4% at December 31, 1993 and 7.7% at December 31, 1992.
Maturities range from 30 days to 5 years.

The average maturity and estimated discount rates used for
calculating fair value of loans are as follows:

1994 1993 1992
------ ------- -------

Commercial real estate:
Estimated discount rate 9.67% - -
Estimated average maturity 1 year - -
Residential real estate loans:
Estimated discount rate 8.53% 9% 9.5%
Estimated average maturity 1 year 2 years 2 years
Installment loans:
Estimated discount rate 11.71% 10% 11%
Estimated average maturity 3 years 2 years 2 years
Other loans:
Estimated discount rate 6.8% 5% 5%
Estimated average maturity 3 years 2 years 2 years

F-19
105

FIRST NATIONAL BANK IN PAMPA
Notes to Financial Statements

13. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK
-------------------------------------------------

The Bank 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. These financial instruments include
commitments to extend credit and standby letters of credit. Those
instruments involve, to varying degrees, elements of credit and
interest rate risk in excess of the amount recognized in the
statement of financial position. The contract amounts of those
instruments reflect the extent of involvement the Bank has in
particular classes of financial instruments.

The Bank's exposure to credit loss in the event of
nonperformance by the other party to the financial instrument for
commitments to extend credit and standby letters of credit written
is represented by the contractual notional amount of those
instruments. The Bank uses the same credit policies in making
commitments and conditional obligations as it does for on-balance-
sheet instruments.

Unless noted otherwise, the Bank does not require collateral
or other security to support financial instruments with credit
risk.

Contract
Amount
----------------------------------
12-31-94 12-31-93 12-31-92
-------- -------- --------

Financial instruments whose contract
amounts represent credit risk:
Commitments to extend credit $7,444,000 $5,875,000 $6,793,000
Standby letters of credit 763,500 951,000 770,000

Commitments to extend credit are agreements to lend to a
customer as long as there is no violation of any condition
established in the contract. Commitments generally have fixed
expiration dates or other termination clauses and may require
payment of a fee. Since many of the commitments are expected to
expire without being drawn upon, the total commitment amounts do
not necessarily represent future cash requirements. The Bank
evaluates each customer's creditworthiness on a case-by-case basis.
The amount of collateral obtained if deemed necessary by the Bank
upon extension of credit is based on management's credit evaluation
of the counterparty. Collateral held varies, but may include
accounts receivable, inventory, property, plant, equipment, and
income-producing commercial properties.

Standby letters of credit written are conditional commitments
issued by the Bank to guarantee the performance of a customer to a
third party. The credit risk involved in issuing letters of credit
is essentially the same as that involved in extending loan
commitments to customers. The Bank holds marketable securities or
inventory as collateral supporting those commitments for which
collateral is deemed necessary. The extent of collateral held for
those commitments at December 31, 1994, 1993 and 1992 is 100
percent.

The Bank had deposits with another financial institution in
excess of the federally insured limits. The amount of deposits in
excess of the federally insured limits at December 31, 1994 is
$2,600,000.

F-20
106

FIRST NATIONAL BANK IN PAMPA
Notes to Financial Statements

14. SIGNIFICANT CONCENTRATIONS OF CREDIT RISK
-----------------------------------------

The Bank makes agricultural, commercial real estate,
commercial business, single family residential, and oil and gas
loans in the local market area. A substantial portion of its
borrowers' ability to repay their obligations depends on the oil
and gas industry. At December 31, 1994, the Bank has the following
concentrations of credit by individual:

Outstanding Unfunded
Type Balance Commitment Total
---------------------- ----------- ---------- -----------

Oil and gas $6,408,000 $6,105,000 $12,513,000
Real estate 3,283,000 -0- 3,283,000
Commercial operations 2,930,000 343,000 3,273,000

The commercial operations concentration consists of five
companies whose primary source of income is from the construction,
auto, medical, and retail food industries. The real estate
concentration consists of six separate customers - one for church
construction, one for ranchland, two for retail stores (food and
carpet), one for commercial operations, and one for a single family
home. The oil and gas concentration consists of seven customers
whose primary or single source of income is from the oil and gas
industry.

15. INTEREST COST
-------------

Interest expense for each deposit category follows:

1994 1993 1992
---- ---- ----

Savings $ 84,175 $ 87,579 $ 89,000
Money market & NOW accounts 1,754,317 1,907,173 2,196,000
Certificate of deposits
$100,000 and over 855,019 855,019 1,401,000
Other time deposits 1,248,689 1,400,321 1,777,000
--------- --------- ---------
Total $3,942,200 $4,250,092 $5,463,000
========= ========= =========

16. SALE OF BANK
------------

The Board of Directors of the Bank voted to merge the Bank
with Boatmen's First National Bank of Amarillo, a subsidiary of
Boatmen's Bancshares, Inc., a Missouri corporation. The merging
transaction is structured as a stock exchange with the Bank stock
tendered in exchange for stock in the Boatmen's entity, with the
survivor corporation being Boatmen's First National Bank of
Amarillo. The closing of the transaction will be after all
regulatory agencies have approved of the merger, which will be
after the first calendar quarter of 1995. The present management
of the Bank will continue to manage the affairs at the Bank until
the transaction is completed.

F-21
107
APPENDIX A

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

AGREEMENT AND PLAN OF MERGER

by and between

FIRST NATIONAL BANK IN PAMPA,
a national banking association,

and

BOATMEN'S FIRST NATIONAL BANK OF AMARILLO
a national banking association,

and joined in by

BOATMEN'S BANCSHARES, INC.,
a Missouri corporation

and

BOATMEN'S TEXAS, INC.,
a Missouri corporation

Dated November 14, 1994

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

108

TABLE OF CONTENTS
-----------------

Page
----

ARTICLE ONE TERMS OF THE MERGER & CLOSING . . . . . . . . . . . . . . . . . . A-1

Section 1.01. The Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Section 1.02. Merging Association . . . . . . . . . . . . . . . . . . . . . . . A-1
Section 1.03. Receiving Association . . . . . . . . . . . . . . . . . . . . . . A-1
Section 1.04. Effect of the Merger. . . . . . . . . . . . . . . . . . . . . . . A-2
Section 1.05. Conversion of Shares. . . . . . . . . . . . . . . . . . . . . . . A-2
Section 1.06. The Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . A-3
Section 1.07. Closing Date. . . . . . . . . . . . . . . . . . . . . . . . . . . A-3
Section 1.08. Closing Deliveries. . . . . . . . . . . . . . . . . . . . . . . . A-3
Section 1.09. Exchange Procedures; Surrender of Certificates. . . . . . . . . . A-4

ARTICLE TWO REPRESENTATIONS OF FIRST NATIONAL . . . . . . . . . . . . . . . . A-5

Section 2.01. Organization and Capital Stock. . . . . . . . . . . . . . . . . . A-5
Section 2.02. Authorization; No Defaults. . . . . . . . . . . . . . . . . . . . A-6
Section 2.03. Financial Information . . . . . . . . . . . . . . . . . . . . . . A-6
Section 2.04. Absence of Changes. . . . . . . . . . . . . . . . . . . . . . . . A-6
Section 2.05. Regulatory Enforcement Matters. . . . . . . . . . . . . . . . . . A-7
Section 2.06. Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
Section 2.07. Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
Section 2.08. Employment Agreements . . . . . . . . . . . . . . . . . . . . . . A-7
Section 2.09. Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-7
Section 2.10. Loan Portfolio. . . . . . . . . . . . . . . . . . . . . . . . . . A-7
Section 2.11. Employee Matters and ERISA. . . . . . . . . . . . . . . . . . . . A-8
Section 2.12. Title to Properties; Insurance. . . . . . . . . . . . . . . . . . A-9
Section 2.13. Environmental Matters . . . . . . . . . . . . . . . . . . . . . . A-9
Section 2.14. Compliance with Law . . . . . . . . . . . . . . . . . . . . . . . A-9
Section 2.15. Undisclosed Liabilities . . . . . . . . . . . . . . . . . . . . .A-10
Section 2.16. Brokerage . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10
Section 2.17. Statements True and Correct . . . . . . . . . . . . . . . . . . .A-10

ARTICLE THREE REPRESENTATIONS OF BOATMEN'S AND BOATMEN'S-
AMARILLO. . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10

Section 3.01. Organization and Capital Stock. . . . . . . . . . . . . . . . . .A-10
Section 3.02. Authorization . . . . . . . . . . . . . . . . . . . . . . . . . .A-11
Section 3.03. Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . .A-11
Section 3.04. Financial Information . . . . . . . . . . . . . . . . . . . . . .A-11
Section 3.05. Absence of Changes. . . . . . . . . . . . . . . . . . . . . . . .A-12
Section 3.06. Litigation. . . . . . . . . . . . . . . . . . . . . . . . . . . .A-12
Section 3.07. Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-12
Section 3.08. Compliance With Law . . . . . . . . . . . . . . . . . . . . . . .A-12
Section 3.09. Statements True and Correct . . . . . . . . . . . . . . . . . . .A-12

A-i
109

ARTICLE FOUR AGREEMENTS OF FIRST NATIONAL. . . . . . . . . . . . . . . . . . .A-13

Section 4.01. Business in Ordinary Course . . . . . . . . . . . . . . . . . . .A-13
Section 4.02. Breaches. . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-15
Section 4.03. Submission to Shareholders. . . . . . . . . . . . . . . . . . . .A-15
Section 4.04. Consents to Contracts and Leases. . . . . . . . . . . . . . . . .A-15
Section 4.05. Conforming Accounting and Reserve Policies; Restructuring
Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-16
Section 4.06. Consummation of Agreement . . . . . . . . . . . . . . . . . . . .A-16
Section 4.07. Environmental Reports . . . . . . . . . . . . . . . . . . . . . .A-17
Section 4.08. Restriction on Resales. . . . . . . . . . . . . . . . . . . . . .A-17
Section 4.09. Access to Information . . . . . . . . . . . . . . . . . . . . . .A-17

ARTICLE FIVE AGREEMENTS OF BOATMEN'S AND BOATMEN'S-AMARILLO. . . . . . . . . .A-18

Section 5.01. Regulatory Approvals and Registration Statement . . . . . . . . .A-18
Section 5.02. Breaches. . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-18
Section 5.03. Consummation of Agreement . . . . . . . . . . . . . . . . . . . .A-18
Section 5.04. Directors and Officers' Liability Insurance and Indemnification .A-19
Section 5.05. Employee Benefits . . . . . . . . . . . . . . . . . . . . . . . .A-19
Section 5.06. Access to Information . . . . . . . . . . . . . . . . . . . . . .A-20

ARTICLE SIX CONDITIONS PRECEDENT TO THE MERGER. . . . . . . . . . . . . . . .A-20

Section 6.01. Conditions to Boatmen's Obligations . . . . . . . . . . . . . . .A-20
Section 6.02. Conditions to First National's Obligations. . . . . . . . . . . .A-21

ARTICLE SEVEN TERMINATION OR ABANDONMENT. . . . . . . . . . . . . . . . . . . .A-22

Section 7.01. Mutual Agreement. . . . . . . . . . . . . . . . . . . . . . . . .A-22
Section 7.02. Breach of Representations or Agreements . . . . . . . . . . . . .A-22
Section 7.03. Environmental Reports . . . . . . . . . . . . . . . . . . . . . .A-22
Section 7.04. Failure of Conditions . . . . . . . . . . . . . . . . . . . . . .A-22
Section 7.05. Approval Denial . . . . . . . . . . . . . . . . . . . . . . . . .A-22
Section 7.06. Shareholder Approval Denial . . . . . . . . . . . . . . . . . . .A-22
Section 7.07. Regulatory Enforcement Matters. . . . . . . . . . . . . . . . . .A-23
Section 7.08. Automatic Termination . . . . . . . . . . . . . . . . . . . . . .A-23
Section 7.09. Termination Fee . . . . . . . . . . . . . . . . . . . . . . . . .A-23

ARTICLE EIGHT GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-25

Section 8.01. Confidential Information. . . . . . . . . . . . . . . . . . . . .A-25
Section 8.02. Publicity . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-25
Section 8.03. Return of Documents . . . . . . . . . . . . . . . . . . . . . . .A-25
Section 8.04. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-25
Section 8.05. Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . .A-26
Section 8.06. Nonsurvival of Representations, Warranties and Agreements . . . .A-26
Section 8.07. Entire Agreement. . . . . . . . . . . . . . . . . . . . . . . . .A-26
Section 8.08. Headings and Captions . . . . . . . . . . . . . . . . . . . . . .A-27
Section 8.09. Waiver, Amendment or Modification . . . . . . . . . . . . . . . .A-27

A-ii
110
Section 8.10. Rules of Construction . . . . . . . . . . . . . . . . . . . . . .A-27
Section 8.11. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . .A-27
Section 8.12. Successors and Assigns. . . . . . . . . . . . . . . . . . . . . .A-27
Section 8.13. Governing Law; Assignment . . . . . . . . . . . . . . . . . . . .A-27

EXHIBIT 1.09(a) - First National's Legal Opinion Matters
EXHIBIT 1.09(b) - Boatmen's Legal Opinion Matters
EXHIBIT 4.08 - Affiliates Agreements
EXHIBIT 7.09 - Index Group

A-iii
111

AGREEMENT AND PLAN OF MERGER
----------------------------

This is an AGREEMENT AND PLAN OF MERGER (this "Agreement")
made November 14, 1994, by and between BOATMEN'S FIRST NATIONAL
BANK OF AMARILLO ("Boatmen's-Amarillo"), a national banking
association organized under the laws of the United States, FIRST
NATIONAL BANK IN PAMPA ("First National"), a national banking
association organized under the laws of the United States, and
joined in by BOATMEN'S BANCSHARES, INC., a Missouri corporation and
ultimate parent corporation of Boatmen's-Amarillo ("Boatmen's") and
BOATMEN'S TEXAS, INC., a Missouri corporation, wholly-owned
subsidiary of Boatmen's and parent of Boatmen's-Amarillo
("Boatmen's-Texas").

WHEREAS, Boatmen's-Texas desires to acquire, by merger or
otherwise, substantially all of the assets of First National, and
First National desires to transfer substantially all of its assets
to Boatmen's-Texas in exchange solely for Boatmen's Common (as
defined in Section 1.05 below); and

WHEREAS, Boatmen's-Texas is prohibited by applicable law from
directly acquiring, by merger or otherwise, the assets and
liabilities and operating the business of First National; and

WHEREAS, in order to remain in compliance with applicable law
and to meet the intention of the parties hereto, Boatmen's-Texas
will, and hereby does, direct that its subsidiary, Boatmen's-
Amarillo, acquire by merger the assets, liabilities and business of
First National;

WHEREAS, the merger contemplated hereby shall have the same
effect as though First National had merged into Boatmen's-Texas in
exchange for Boatmen's Common followed by a transfer to Boatmen's-
Amarillo by Boatmen's-Texas of all of the assets, liabilities and
business of First National received in the transaction;

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
-----------

TERMS OF THE MERGER & CLOSING
-----------------------------

SECTION 1.01. THE MERGER. In lieu of a direct merger of
------------ ----------
First National with and into Boatmen's-Texas (which is not
permissible under applicable law), and pursuant to (i) the terms
and provisions of this Agreement, (ii) direction by Boatmen's-Texas
to Boatmen's-Amarillo, and (iii) the Act of November 7, 1918, as
amended, 12 U.S.C. 215a (the "National Bank Act"), First National
shall merge with and into Boatmen's-Amarillo under the charter of
the latter (the "Merger").

SECTION 1.02. MERGING ASSOCIATION. First National shall be
------------ -------------------
the merging association under the Merger, and the corporate
identity and existence of First National, separate and apart from
Boatmen's-Amarillo, shall cease on consummation of the Merger.

SECTION 1.03. RECEIVING ASSOCIATION. Boatmen's-Amarillo
------------ ---------------------
shall be the receiving association in the Merger (sometimes
referred to herein as the "Surviving Association" when reference is
made as of the Effective Time (as defined in Section 1.07 below) or
thereafter). No changes in the articles of association

112
of Boatmen's-Amarillo shall be effected by the Merger, and the name of
the Surviving Association shall continue to be "Boatmen's First
National Bank of Amarillo." At the Effective Time, the articles of
association of the Surviving Association shall read in their
entirety as do the articles of association of Boatmen's-Amarillo on
the date hereof.

SECTION 1.04. EFFECT OF THE MERGER. The Merger shall have
------------ --------------------
all of the effects provided by the National Bank Act and this
Agreement. The business of the Surviving Association shall be that
of a national banking association. This business shall be
conducted by the Surviving Association at its main office which
shall continue to be located at Eighth & Taylor, Amarillo, Texas,
and at its legally established branches, which shall include all of
the existing locations of First National. The present board of
directors of Boatmen's-Amarillo shall continue to serve as the
Board of Directors of the Surviving Association until the next
annual meeting or until such time as their successors have been
elected and have qualified. All assets as they exist at the
Effective Time shall pass to and vest in the Surviving Association
without any conveyance or other transfer.

SECTION 1.05. CONVERSION OF SHARES.
------------ --------------------

(a) At the Effective Time, each share of common stock, par
value $10.00, of First National ("First National 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 National Bank Act, shall be
converted into the right to receive 3.3750 (the "Conversion Ratio")
shares of voting common stock, par value $1.00 per share, of
Boatmen's (the "Boatmen's Common") (together with any cash payment
in lieu of fractional shares, as provided below, the "Merger
Consideration"). No fractional shares of Boatmen's Common shall be
issued and, in lieu thereof, holders of shares of First National
Common who would otherwise be entitled to a fractional share
interest in Boatmen's Common (after taking into account all shares
of First National Common held by such holder) shall be paid an
amount in cash equal to the product of such fractional share
interest and the closing price of a share of Boatmen's Common on
Nasdaq Stock Market's National Market ("Nasdaq") on the business
day immediately preceding the date on which the Effective Time
occurs. If the Effective Time does not occur on or before the
record date for the payment of the regular quarterly dividend on
Boatmen's Common declared during the second quarter of 1995 or the
third quarter of 1995, then, notwithstanding the foregoing, the
number of shares of Boatmen's Common included in the Merger
Consideration shall be increased by adding to the Conversion Ratio
the quotient of (i) the product of (A) the amount of such quarterly
dividend or dividends, as the case may be, less fifteen cents
($0.15) per such dividend, multiplied by (B) 3.3750, divided by
(ii) the average closing price of a share of Boatmen's Common on
Nasdaq during the twenty trading days immediately preceding the
fifth calendar day immediately preceding the Closing Date;
provided, however, that the adjustment to the Merger Consideration
provided by this sentence shall not be made if the reason that the
Effective Time shall not have occurred on or before any such record
date is that the private letter ruling of the Internal Revenue
Service contemplated by Sections 5.01, 6.01(i) and 6.02(g) hereof
shall not have been received by such date.

(b) At the Effective Time, each share of common stock of
Boatmen's-Amarillo issued and outstanding immediately prior to the
Effective Time shall remain issued and outstanding and shall be
unaffected by the Merger. The amount of the capital stock of the
Surviving Association shall be $20,258,000, divided into 2,794,184
shares of common stock, each of $7.25 par value.

(c) At the Effective Time, all of the shares of First National
Common, by virtue of the Merger and without any action on the part
of the holders thereof, shall no longer be outstanding and shall be

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113
canceled and retired and shall cease to exist, and each holder of
any certificate or certificates which immediately prior to the
Effective Time represented outstanding shares of First National
Common (the "Certificates") shall thereafter cease to have any
rights with respect to such shares, except the right of such
holders to receive, without interest, the Merger Consideration upon
the surrender of such Certificate or Certificates in accordance
with Section 1.09 hereof.

(d) If between the date hereof and the Effective Time 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 thereon shall be declared
with a record date within such period, then the number of shares of
Boatmen's Common into which a share of First National Common will
be converted pursuant to subsection (a) above will be appropriately
and proportionately adjusted so that each shareholder of First
National shall be entitled to receive such fraction of a share or
such number of shares of Boatmen's Common as such shareholder would
have received pursuant to such reclassification, recapitalization,
splitup, exchange of shares or readjustment or as a result of such
stock dividend had the record date therefor been immediately
following the Effective Time of the Merger.

(e) If holders of First National Common dissent from the
Agreement and Merger under the National Bank Act, any issued and
outstanding shares of First National Common 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 National Bank Act; provided,
however, that each share of First National Common outstanding
immediately prior to the Effective Time and held by a dissenting
holder who shall, after the Effective Time, withdraw his demand for
appraisal or lose his right of appraisal shall have only such
rights as are provided under the National Bank Act.

SECTION 1.06. THE CLOSING. The closing of the Merger (the
------------ -----------
"Closing") shall take place at the main offices of Boatmen's, or at
such other location as the parties may agree, at 10:00 A.M. Central
Time on the Closing Date described in Section 1.07 of this
Agreement.

SECTION 1.07. CLOSING DATE. At Boatmen's election, the
------------ ------------
Closing shall take place on (i) the last business day of, or
(ii) the first business day of the month following, or (iii) the
last business day of the earliest month which is the second month
of a calendar quarter following, in each case, the month during
which each of the conditions in Sections 6.01(d) and 6.02(d) is
satisfied or waived by the appropriate party or on such other date
after such satisfaction or waiver as First National, Boatmen's-
Amarillo and Boatmen's may agree (the "Closing Date"). The Merger
shall be effective upon the issuance of a Certificate of Merger by
the Comptroller of the Currency of the United States (the
"Effective Time" with respect to the Merger), which the parties
shall use their best efforts to cause to occur on the Closing Date.

SECTION 1.08. CLOSING DELIVERIES.
------------ ------------------

(a) At the Closing, First National shall deliver to Boatmen's
and Boatmen's-Amarillo:

(i) a certified copy of the Articles of Association of
First National;

(ii) a Certificate or Certificates signed by an
appropriate officer of First National stating that, with
respect to First National, (A) each of the representations and
warranties contained in Article Two is true and correct in all
material respects at the time of the Closing with the same force

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and effect as if such representations and warranties had
been made at Closing, and (B) all of the conditions set forth
in Section 6.01(b) have been satisfied or waived as provided
therein;

(iii) a certified copy of the resolutions of First
National's Board of Directors and shareholders, as required
for valid approval of the execution of this Agreement and the
consummation of the Merger and the other transactions
contemplated hereby;

(iv) Certificate of the Comptroller of the Currency,
dated a recent date, stating that First National is in good
standing; and

(v) a legal opinion of counsel for First National, in
form reasonably acceptable to Boatmen's counsel, opining with
respect to the matters listed on Exhibit 1.09(a) hereto.

(b) At the Closing, Boatmen's and/or Boatmen's-Amarillo, as
the case may be, shall deliver to First National:

(i) a Certificate signed by an appropriate officer of
Boatmen's and Boatmen's-Amarillo stating that (A) each of the
representations and warranties contained in Article Three 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 Section 6.02(b) and
6.02(d) (but only with respect to approvals other than by
First National's shareholders) have been satisfied;

(ii) a certified copy of the resolutions of Boatmen's
Executive Committee authorizing the execution of this
Agreement and the consummation of the transactions
contemplated hereby;

(iii) a certified copy of the resolutions of Boatmen's-
Amarillo's Board of Directors and sole shareholder, as
required for valid approval of the execution of this Agreement
and the consummation of the transactions contemplated hereby;
and

(iv) a legal opinion of counsel for Boatmen's, in form
reasonably acceptable to First National's counsel, opining
with respect to the matters listed on Exhibit 1.09(b) hereto.

SECTION 1.09. EXCHANGE PROCEDURES; SURRENDER OF CERTIFICATES.
------------ ----------------------------------------------

(a) Boatmen's Trust Company, St. Louis, Missouri, shall act
as Exchange Agent in the Merger (the "Exchange Agent").

(b) As soon as reasonably practicable, and in no event more
than ten (10) business days after the Effective Time, the Exchange
Agent shall mail to each record holder of any Certificate or
Certificates whose shares were converted into the right to receive
the Merger Consideration, 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 Merger Consideration. 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 Merger Consideration. No interest on the
Merger Consideration issuable upon

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the surrender of the Certificates shall be paid or accrued for the
benefit of holders of Certificates. If the Merger Consideration is
to be issued to a person other than a person in whose name a
surrendered Certificate is registered, it shall be a condition of
issuance that the surrendered Certificate shall be properly endorsed
or otherwise in proper form for transfer and that the person
requesting such issuance shall pay to the Exchange Agent any required
transfer or other taxes or establish to the satisfaction of the
Exchange Agent that such tax has been paid or is not applicable.

(c) At any time following six 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 Merger
Consideration issuable upon surrender of their Certificates.

(d) No dividends that are otherwise payable on shares of
Boatmen's Common constituting the Merger Consideration 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 which
shall have become payable with respect to such shares of Boatmen's
Common (without interest and less the amount of taxes, if any,
which may have been imposed thereon), between the Effective Time
and the time of such surrender.

ARTICLE TWO
-----------

REPRESENTATIONS OF FIRST NATIONAL
---------------------------------

First National hereby makes the following representations and
warranties:

SECTION 2.01. ORGANIZATION AND CAPITAL STOCK.
------------ ------------------------------

(a) First National is a national banking association duly
organized, validly existing and in good standing under the laws of
the United States 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 First National consists
of 400,000 shares of First National Common, all of which, as of the
date hereof, are issued and outstanding. All of the issued and
outstanding shares of First National Common are duly and validly
issued and outstanding and are fully paid and non-assessable,
except for assessibility under 12 U.S.C. Section 55. None of the
outstanding shares of First National Common has been issued in
violation of any preemptive rights of the current or past
stockholders of First National. Except as disclosed in
Section 2.01(b) of that certain confidential writing delivered by
First National to Boatmen's and Boatmen's-Amarillo and executed by
each of First National, Boatmen's and Boatmen's-Amarillo
concurrently with the delivery and execution of this Agreement (the
"Disclosure Schedule"), each Certificate representing shares of
First National Common issued by First National in replacement of
any Certificate theretofore issued by it which was claimed by the
record holder thereof to have been lost, stolen or destroyed was
issued by First National only upon receipt of an affidavit of lost
stock certificate and indemnity agreement of such shareholder
indemnifying First National against any claim that may be made
against it on account of the alleged loss, theft or destruction of
any such Certificate or the issuance of such replacement
Certificate.

A-5
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(c) Except as set forth in subsection 2.01(b), there are no
shares of capital stock or other equity securities of First
National 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 First National or contracts, commitments, understandings or
arrangements by which First National 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) Except as set forth in Section 2.01(d) of the Disclosure
Schedule, First National has no subsidiaries and is not a party or
a member of any partnership or joint venture and does not own any
shares of stock of, or other equity interest in, any corporation or
other business association.

SECTION 2.02. AUTHORIZATION; NO DEFAULTS. First National's
------------ --------------------------
Board of Directors has, by all appropriate action, approved this
Agreement and the Merger and authorized the execution hereof on its
behalf by its duly authorized officers and the performance by First
National of its obligations hereunder. Nothing in the articles of
association or bylaws of First National, as amended, 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 is bound or subject would prohibit or
inhibit First National from consummating this Agreement and the
Merger on the terms and conditions herein contained. This
Agreement has been duly and validly executed and delivered by First
National and constitutes a legal, valid and binding obligation of
First National, enforceable against First National in accordance
with its terms. First National is neither in default under nor in
violation of any provision of its articles of association or
incorporation, bylaws, or any promissory note, indenture or any
evidence of indebtedness or security therefor, lease, contract,
purchase or other commitment or any other agreement which is
material to First National.

SECTION 2.03. FINANCIAL INFORMATION. The audited balance
------------ ---------------------
sheets of First National as of December 31, 1993 and 1992 and
related income statements and statements of changes in
shareholders' equity and of cash flows for the three years ended
December 31, 1993, together with the notes thereto, and the
unaudited balance sheets of First National as of June 30, 1994 and
June 30, 1993 and the related unaudited income statements and
statements of changes in shareholders' equity and cash flows for
the six months then ended, and the year-end and quarterly Reports
of Condition and Report of Income of First National for 1993 and
June 30, 1994, as filed with the Comptroller of the Currency
(together, the "First National Financial Statements"), have been
prepared in accordance with generally accepted accounting
principles ("GAAP") applied on a consistent basis (except as may be
disclosed therein and except for regulatory reporting differences
required by First National's regulatory reports) and fairly present
the financial position and the results of operations, changes in
shareholders' equity and cash flows of First National as of the
dates and for the periods indicated (subject, in the case of
interim financial statements, to normal recurring year-end
adjustments, none of which will be material).

SECTION 2.04. ABSENCE OF CHANGES. Since December 31, 1993,
------------ ------------------
there has not been any material adverse change in the financial
condition, the results of operations or the business or prospects
of First National, nor have there been any events or transactions
having such a material adverse effect which should be disclosed in
order to make the First National Financial Statements not
misleading. Notwithstanding the foregoing, each of the following
matters shall not, in and of itself, be deemed to be a material
adverse change in the financial condition, the results of
operations or the business or prospects of First National: (i) any
provision for loan losses taken by First National pursuant to
Section 4.05 hereof; (ii) any change in the market value of the
securities portfolio of First National which occurred during the
period commencing

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July 1, 1994 and ending on the date of this Agreement; and (iii) the
enactment of the Riegle-Neal Interstate Banking and Branching
Efficiency Act of 1994.

SECTION 2.05. REGULATORY ENFORCEMENT MATTERS. Except as may
------------ ------------------------------
be disclosed in Section 2.05 of the Disclosure Schedule, First
National is not subject to, and has not received any notice or
advice that it may become subject to, any order, agreement,
memorandum of understanding or other regulatory enforcement action
or proceeding with or by any federal or state agency charged with
the supervision or regulation of banks or bank holding companies or
engaged in the insurance of bank deposits or any other governmental
agency having supervisory or regulatory authority with respect to
First National.

SECTION 2.06. TAX MATTERS. First National has filed all
------------ -----------
federal, state and material local tax returns due in respect of its
business and properties in a timely fashion and has paid or made
provision for all amounts due shown on such returns. All such
returns fairly reflect the information required to be presented
therein. All provisions for accrued but unpaid taxes contained in
the First National Financial Statements were made in accordance
with generally accepted accounting principles and in the aggregate
do not materially fail to provide for potential tax liabilities.

SECTION 2.07. LITIGATION. Except as may be disclosed in
------------ ----------
Section 2.07 of the Disclosure Schedule, there is no litigation,
claim or other proceeding pending or, to the knowledge of First
National, threatened, against First National, or of which the
property of First National is or would be subject.

SECTION 2.08. EMPLOYMENT AGREEMENTS. Except as may be
------------ ---------------------
disclosed in Section 2.08 of the Disclosure Schedule, First
National is not a party to or bound by any contract for the employ-
ment, retention or engagement, or with respect to the severance, of
any officer, employee, agent, consultant or other person or entity
which, by its terms, is not terminable by First National on thirty
(30) days written notice or less without the payment of any amount
by reason of such termination. A true, accurate and complete copy
of each written agreement disclosed in Section 2.08 of the
Disclosure Schedule and any and all amendments or supplements
thereto is included as an exhibit thereto.

SECTION 2.09. REPORTS. Except as may be disclosed in
------------ -------
Section 2.09 of the Disclosure Schedule, First National has filed
all reports and statements, together with any amendments required
to be made with respect thereto, that it was required to file with
the Comptroller of the Currency and any other governmental
authority with jurisdiction over First National. As of their
respective dates, each of such report and document, including any
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 2.10. LOAN PORTFOLIO. Except as may be disclosed in
------------ --------------
Section 2.10 of the Disclosure Schedule, (i) all loans and
discounts shown on the First National Financial Statements at
December 31, 1993 or which were entered into after December 31,
1993, but before the Closing Date were and will be made in all
material respects for good, valuable and adequate consideration in
the ordinary course of the business of First National, in
accordance in all material respects with sound banking practices,
and are not subject to any material known defenses, setoffs or
counterclaims, including without limitation any such as are
afforded by usury or truth in lending laws, except as may be
provided by bankruptcy, insolvency or similar laws or by general
principles of equity; (ii) the notes or other evidences of
indebtedness evidencing such loans and all forms of pledges, mortgages
and other collateral documents and security agreements are and

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will be, in all material respects, enforceable, valid, true
and genuine and what they purport to be; and (iii) First National
has complied and will prior to the Closing Date comply in all
material respects with all laws and regulations relating to such
loans, or to the extent there has not been such compliance, such
failure to comply will not materially interfere with the collection
of any such loan.

SECTION 2.11. EMPLOYEE MATTERS AND ERISA.
------------ --------------------------

(a) Except as may be disclosed in Section 2.11(a) of the
Disclosure Schedule, First National has not entered into any
collective bargaining agreement with any labor organization with
respect to any group of employees of First National and to the
knowledge of First National there is no present effort nor existing
proposal to attempt to unionize any group of employees of First
National.

(b) Except as may be disclosed in Section 2.11(b) of the
Disclosure Schedule, (i) First National is and has been in material
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 First National is not engaged in any unfair labor
practice; (ii) there is no material unfair labor practice complaint
against First National pending or, to the knowledge of First
National, threatened before the National Labor Relations Board;
(iii) there is no labor dispute, strike, slowdown or stoppage
actually pending or, to the knowledge of First National, threatened
against or directly affecting First National; and (iv) First
National has not experienced any material work stoppage or other
material labor difficulty during the past five years.

(c) Except as may be disclosed in Section 2.11(c) of the
Disclosure Schedule, First National does not maintain, contribute
to or participate in or have 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 other employee benefit or
fringe benefit programs for the benefit of former or current
employees of First National (the "Employee Plans"). To the
knowledge of First National, no present or former employee of First
National has been charged with breaching and has not breached a
fiduciary duty under any of the Employee Plans. First National
does not participate in, and has not in the past five 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 2.11(c) of the Disclosure Schedule, First National does not
maintain, contribute to, or participate in, any plan that provides
health, major medical, disability or life insurance benefits to
former employees of First National. All funds of First National's
401(k) profit sharing plan (as disclosed in Section 2.11(c) of the
Disclosure Schedule) shall accrue to the benefit of the
participants of such plan entitled thereto pursuant to the terms
and provisions of such plan.

(d) First National does not maintain, and has not maintained
for the past ten years, any Employee Plans subject to Title IV of
ERISA or Section 412 of the Code. 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. No claim is pending, and
First National has not 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 First National would
be liable after December 31, 1993, except as will be reflected on
the First National Financial Statements. After December 31, 1993,
First National will not have any liabilities for excise taxes under
Sections 4971, 4975, 4976, 4977, 4979 or 4980B of the Internal
Revenue Code of 1986, as amended (the "Code") or for a fine under
Section 502 of ERISA with respect to any Employee Plan. All

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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.

SECTION 2.12. TITLE TO PROPERTIES; INSURANCE. First National
------------ ------------------------------
has good and indefeasible title, insurable at standard rates, free
and clear of all liens, charges and encumbrances (except taxes
which are a lien but not yet payable and liens, charges or
encumbrances reflected in the First National Financial Statements
and easements, rights-of-way, and other restrictions which are not
material and further excepting in the case of Other Real Estate
Owned ("O.R.E.O."), as such real estate is internally classified on
the books of First National, rights of redemption under applicable
law) to all of its real properties. All leasehold interests for
real property and any material personal property used by First
National in its business are held pursuant to lease agreements
which are valid and enforceable in accordance with their 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, to the knowledge of First
National threatened with respect to such properties. First
National has valid title or other ownership rights under licenses
to all material intangible personal or intellectual property used
by First National in its business, free and clear of any claim,
defense or right of any other person or entity which is material to
such property, subject only to rights of the licensors pursuant to
applicable license agreements, which rights do not materially
adversely interfere with the use of such property. All material
insurable properties owned or held by First National are insured by
financially sound and reputable insurers in such amounts and
against fire and other risks insured against by extended coverage
and public liability insurance, as is customary with financial
institutions of similar size.

SECTION 2.13. ENVIRONMENTAL MATTERS. 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 First National 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.

Except as may be disclosed in Section 2.13 of the Disclosure
Schedule, neither the conduct nor operation of First National nor
any condition of any property presently or previously owned, leased
or operated by it violates or violated Environmental Laws in any
respect material to the business of First National and no condition
has existed or event has occurred with respect to it or any such
property that, with notice or the passage of time, or both, would
constitute a violation material to the business of First National
of Environmental Laws or obligate (or potentially obligate) First
National to remedy, stabilize, neutralize or otherwise alter the
environmental condition of any such property where the aggregate
cost of such actions would be material to First National. Except
as may be disclosed in Section 2.13 of the Disclosure Schedule,
First National has not received any notice from any person or
entity that First National or the operation or condition of any
property ever owned, leased or operated by it are or were in
violation of any Environmental Laws or that First National 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 2.14. COMPLIANCE WITH LAW. First National has all
------------ -------------------
licenses, franchises, permits and other governmental authorizations
that are legally required to enable it to conduct its business in
all material respects and is in compliance in all material respects
with all applicable laws and regulations.

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SECTION 2.15. UNDISCLOSED LIABILITIES. First National does
------------ -----------------------
not have 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 (and there is no past or present fact,
situation, circumstance, condition or other basis for any present
or future action, suit or proceeding, hearing, charge, complaint,
claim or demand against First National giving rise to any such
liability), except (i) for liabilities set forth in the First
National Financial Statements, and (ii) as may be disclosed in
Section 2.15 of the Disclosure Schedule.

SECTION 2.16. BROKERAGE. 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 First National.

SECTION 2.17. STATEMENTS TRUE AND CORRECT. None of the
------------ ---------------------------
information supplied or to be supplied by First National for
inclusion in (i) the Registration Statement (as defined in
Section 4.06), (ii) the Proxy Statement/Prospectus (as defined in
Section 4.03) and (iii) any other documents to be filed with the
S.E.C. or any banking or other regulatory authority in connection
with the transactions contemplated hereby, will, at the respective
times such documents are filed, and, in the case of the
Registration Statement, when it becomes effective, and with respect
to the Proxy Statement/Prospectus, when first mailed to the
stockholders of First National, be false or misleading with respect
to any material fact, or omit to state any material fact necessary
in order to make the statements therein not misleading, or, in the
case of the Proxy Statement/Prospectus or any amendment thereof or
supplement thereto, at the time of the Stockholders' Meeting (as
defined in Section 4.03), be false or misleading with respect to
any material fact, or omit to state any material fact necessary to
correct any statement in any earlier communication with respect to
the solicitation of any proxy for the Stockholders' Meeting. All
documents that First National is responsible for filing with the
S.E.C. 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 the
applicable rules and regulations thereunder.

ARTICLE THREE
-------------

REPRESENTATIONS OF BOATMEN'S AND BOATMEN'S-AMARILLO
---------------------------------------------------

Boatmen's and Boatmen's-Amarillo hereby make the following
representations and warranties:

SECTION 3.01. 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. Boatmen's-Amarillo is a
national banking association duly organized, validly existing, and
in good standing under the laws of the United States 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
July 31, 1994, 104,739,985 shares were issued and outstanding, and
(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,

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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 11,421 shares of the Boatmen's
Series B Preferred Stock were issued and outstanding as of July 31,
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 July 31, 1994, Boatmen's had outstanding options
and other rights to acquire not more than 3,426,552 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) Boatmen's-Amarillo has authorized capital of 2,794,184
shares of common stock, par value $7.25 per share (the "Boatmen's-
Amarillo Common"). As of the date hereof, all such shares of
Boatmen's-Amarillo Common are issued and outstanding, fully paid
and non-assessable and owned by Boatmen's-Texas.

(d) The shares of Boatmen's Common that are to be issued to
the stockholders of First National pursuant to the Merger 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.

SECTION 3.02. AUTHORIZATION. The Executive Committee or
------------ -------------
Board of Directors of Boatmen's, the Board of Directors of
Boatmen's-Texas and the Board of Directors of Boatmen's-Amarillo
will have, by the end of the Due Diligence Period (as defined in
Section 7.10 hereof), unless this Agreement is theretofore
terminated pursuant to Article Seven hereof, by all appropriate
action, approved this Agreement and the Merger and authorized the
execution hereof on their behalf by their respective duly
authorized officers and the performance by such respective entity
of their obligations hereunder. Nothing in the articles of
incorporation or bylaws of Boatmen's and Boatmen's-Texas, as
amended, or the articles of association or bylaws of Boatmen's-
Amarillo, as amended, 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 either of them
or any of their subsidiaries are bound or subject would prohibit or
inhibit Boatmen's, Boatmen's-Texas or Boatmen's-Amarillo from
entering into and consummating this Agreement and the Merger on the
terms and conditions herein contained. This Agreement has been
duly and validly executed and delivered by Boatmen's, Boatmen's-
Texas and Boatmen's-Amarillo and constitutes a legal, valid and
binding obligation of Boatmen's, Boatmen's-Texas and Boatmen's-
Amarillo, enforceable against Boatmen's, Boatmen's-Texas and
Boatmen's-Amarillo in accordance with its terms and no other
corporate acts or proceedings are required to be taken by
Boatmen's, Boatmen's-Texas or Boatmen's-Amarillo to authorize the
execution, delivery and performance of this Agreement. Except for
the requisite approvals of the Federal Reserve Board, the
Comptroller of the Currency, and the Finance Commission of the
State of Texas, 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 the Merger by Boatmen's or Boatmen's-Amarillo.

SECTION 3.03. SUBSIDIARIES. Each of Boatmen's significant
------------ ------------
subsidiaries (as such term is defined under S.E.C. 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 3.04. FINANCIAL INFORMATION. The consolidated
------------ ---------------------
balance sheets of Boatmen's and its subsidiaries as of December 31,
1993 and 1992 and related consolidated statements of income, changes in

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stockholders' equity and cash flows for the three years
ended December 31, 1993, together with the notes thereto, included
in Boatmen's 10-K for the year ended 1993, and the unaudited
consolidated balance sheet of Boatmen's and its subsidiaries as of
June 30, 1994 and the related unaudited consolidated income
statement for the six months then ended included in Boatmen's
Quarterly Report on Form 10Q for the quarter then ended, as
currently on file with the S.E.C. (the "Boatmen's Financial
Statements"), have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis
(except as disclosed therein) and fairly present 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 (subject, in the case of interim financial statements, to
normal recurring year-end adjustments, none of which will be
material).

SECTION 3.05. ABSENCE OF CHANGES. Since December 31, 1993,
------------ ------------------
there has not been any material adverse change in the financial
condition, the results of operations or the business of Boatmen's
and its subsidiaries taken as a whole, nor have there been any
events or transactions having such a material adverse effect which
should be disclosed in order to make the Boatmen's Financial
Statements not misleading.

SECTION 3.06. 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 the business of Boatmen's and its
subsidiaries taken as a whole.

SECTION 3.07. 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 it
was required to file with (i) the S.E.C., (ii) the Board of
Governors of the Federal Reserve System, (iii) 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 3.08. 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 3.09. STATEMENTS TRUE AND CORRECT. None of the
------------ ---------------------------
information supplied or to be supplied by Boatmen's or Boatmen's-
Amarillo for inclusion in (i) the Registration Statement (as
defined below), (ii) the Proxy Statement/Prospectus (as defined
below) and (iii) any other documents to be filed with the S.E.C. or
any banking or other regulatory authority in connection with the
transactions contemplated hereby, will, at the respective times
such documents are filed, and, in the case of the Registration
Statement, when it becomes effective, and with respect to the Proxy
Statement/Prospectus, when first mailed to the stockholders of
First National, be false or misleading with respect to any material
fact, or omit to state any material fact necessary in order to make
the statements therein not misleading, or, in the case of the Proxy
Statement/Prospectus or any amendment thereof or supplement
thereto, at the time of the Stockholders' Meeting, be false or
misleading with respect to any material fact, or omit to state any
material fact necessary

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to correct any statement in any earlier communication with respect to
the solicitation of any proxy for the Stockholders' Meeting. All
documents that Boatmen's is responsible for filing with the S.E.C. 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 FOUR
------------

AGREEMENTS OF FIRST NATIONAL
----------------------------

SECTION 4.01. BUSINESS IN ORDINARY COURSE.
------------ ---------------------------

(a) First National shall not declare or pay any dividend or
make any other distribution to shareholders, whether in cash, stock
or other property, after the date of this Agreement.
Notwithstanding the foregoing, First National may pay a dividend(s)
during the pendency of the Merger to the extent that the following
conditions are satisfied: (i) the amount of any such dividend(s)
declared or paid shall not exceed amounts paid on the same date of
the preceding year; and (ii) the declaration or payment of any such
dividend shall not cause First National's Adjusted Stockholders'
Equity (as defined below) to be less than $30,800,000. As used
above, the term "Adjusted Stockholders' Equity" shall mean the
total stockholders' equity of First National as of the close of
business on the business day immediately preceding the Closing
Date, determined in accordance with GAAP consistently applied, but
adjusted by adding back (i) the total amount of all FASB 115
adjustments as of such date, and (ii) the amount of any reductions
of such stockholders' equity occurring after the date of this
Agreement on account of any accruals, reserves or charges made by
First National solely pursuant to Section 4.05 hereof.

(b) First National shall continue to carry on after the date
hereof its business and the discharge or incurrence of obligations
and liabilities, only in the usual, regular and ordinary course of
business, as heretofore conducted, and by way of amplification and
not limitation, First National will not, without the prior written
consent of Boatmen's (which shall not be unreasonably withheld):

(i) issue any First National Common or other capital
stock or any options, warrants, or other rights to subscribe
for or purchase First National Common or any other capital
stock or any securities convertible into or exchangeable for
any capital stock; or

(ii) directly or indirectly redeem, purchase or otherwise
acquire any First National Common or any other capital stock
of First National; or

(iii) effect a reclassification, recapitalization,
splitup, exchange of shares, readjustment or other similar
change in or to any capital stock or otherwise reorganize or
recapitalize; or

(iv) change its articles of association or bylaws; or

(v) except as disclosed in Section 4.01 of the
Disclosure Schedule, grant any increase (other than ordinary
and normal increases consistent with past practices) 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

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(vi) 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

(vii) except as provided in Section 4.01(b)(vii) of the
Disclosure Schedule, make or commit to make any new loan or
letter of credit or any new or additional discretionary
advance under any existing line of credit, in principal
amounts in excess of $1,500,000 or that would increase the
aggregate credit outstanding to any one borrower (or group of
affiliated borrowers) to more than $1,500,000 (excluding for
this purpose any accrued interest or overdrafts), without the
prior written consent of Boatmen's, acting through its
Executive Vice President-Loan Administration or such other
designee as Boatmen's may give notice of to First National; 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, the Federal National
Mortgage Association or the Federal Home Loan Mortgage
Corporation; or

(ix) increase or decrease the rate of interest paid on
time deposits, or on certificates of deposit, except in a
manner and pursuant to policies consistent with First
National's past practices; or

(x) enter into any agreement, contract or commitment out
of the ordinary course of business or having a term in excess
of three (3) months other than letters of credit, loan
agreements, deposit agreements, and other lending, credit and
deposit agreements and documents made in the ordinary course
of business; or

(xi) except in the ordinary course of business, place on
any of its assets or properties any mortgage, pledge, lien,
charge, or other encumbrance; or

(xii) except in the ordinary course of business, cancel or
accelerate any material indebtedness owing to First National
or any claims which First National may possess or waive any
material rights of substantial value; or

(xiii) sell or otherwise dispose of any real property or
any material amount of any tangible or intangible personal
property other than (i) properties acquired in foreclosure or
otherwise in the ordinary collection of indebtedness to First
National or (ii) securities which were held for sale by First
National as of June 30, 1994, not to exceed in the aggregate
$5,000,000 provided that the proceeds of any such sale shall
not be reinvested, without Boatmen's prior written consent,
except in U.S. treasury obligations having maturities of one
year or less; or

(xiv) foreclose upon or otherwise take title to or
possession or control of 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 First National shall 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 that such property might
contain any such waste materials or otherwise might be
contaminated; or

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(xv) commit any act or fail to do any act which will
cause a breach of any agreement, contract or commitment and
which will have a material adverse effect on First National's
business, financial condition, or earnings;

(xvi) violate any law, statute, rule, governmental
regulation, or order, which violation might have a material
adverse effect on First National's business, financial
condition, or earnings; or

(xvii) 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.

(c) First National shall not, without the prior written
consent of Boatmen's, engage in any transaction or take any action
that would render untrue in any material respect any of the
representations and warranties of First National contained in
Article Two hereof, if such representations and warranties were
given as of the date of such transaction or action.

(d) First National shall promptly notify Boatmen's in writing
of the occurrence of any matter or event known to and directly
involving First National, which would not include any changes in
conditions that affect the banking industry generally, that is
materially adverse to the business, operations, properties, assets,
or condition (financial or otherwise) of First National.

(e) First National shall not, on or before the earlier of the
Closing Date or the date of termination of this Agreement, solicit
or encourage, or, subject to the fiduciary duties of its directors
as advised by counsel, hold discussions or negotiations with or
provide any information to, any person in connection with, any
proposal from any person for the acquisition of all or any
substantial portion of the business, assets, shares of First
National Common or other securities of First National. First
National shall promptly advise Boatmen's of its receipt of any such
proposal or inquiry concerning any possible such proposal, and the
substance of such proposal or inquiry.

SECTION 4.02. BREACHES. First National shall, in the event
------------ --------
it has knowledge of the occurrence, or impending or threatened
occurrence, of any event or condition which would cause or
constitute a breach (or would have caused or constituted a breach
had such event occurred or been known prior to the date hereof) of
any of its representations or agreements contained or referred to
herein, give prompt written notice thereof to Boatmen's and use its
best efforts to prevent or promptly remedy the same.

SECTION 4.03. SUBMISSION TO SHAREHOLDERS. First National
------------ --------------------------
shall cause to be duly called and held, on a date mutually selected
by Boatmen's and First National, a special meeting of the
shareholders of First National (the "Stockholders' Meeting") for
submission of this Agreement and the Merger for approval of such
shareholders as required by law. In connection with the
Stockholders' Meeting, (i) First National shall cooperate and
assist Boatmen's in preparing and filing a Proxy Statement/
Prospectus (the "Proxy Statement/Prospectus") with the S.E.C. and
First National shall mail it to its stockholders, (ii) First
National shall furnish Boatmen's all information concerning itself
that Boatmen's may reasonably request in connection with such Proxy
Statement/Prospectus, and (iii) the Board of Directors of First
National shall (subject to compliance with its fiduciary duties as
advised by counsel) recommend to its stockholders the approval of
this Agreement and the Merger and use its best efforts to obtain
such stockholder approval.

SECTION 4.04. CONSENTS TO CONTRACTS AND LEASES. First
------------ --------------------------------
National shall use its best efforts to obtain all necessary consents
with respect to all interests of First National in any material
leases, licenses, contracts,

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instruments and rights which require the consent of another person
for their transfer or assumption pursuant to the Merger, if any.

SECTION 4.05. CONFORMING ACCOUNTING AND RESERVE POLICIES;
------------ -------------------------------------------
RESTRUCTURING EXPENSES.
- ----------------------

(a) Notwithstanding that First National believes that it has
established all reserves and taken all provisions for possible loan
losses required by generally accepted accounting principles and
applicable laws, rules and regulations, First National recognizes
that Boatmen's may have adopted different loan, accrual and reserve
policies (including loan classifications and levels of reserves for
possible loan losses). From and after the date of this Agreement
to the Effective Time, First National and Boatmen's shall consult
and cooperate with each other with respect to conforming, as
specified in a written notice from Boatmen's to First National,
based upon such consultation and as hereinafter provided, the loan,
accrual and reserve policies of First National to those policies of
Boatmen's.

(b) In addition, from and after the date of this Agreement to
the Effective Time, First National and Boatmen's shall consult and
cooperate with each other with respect to determining, as specified
in a written notice from Boatmen's to First National, based upon
such consultation and as hereinafter provided, appropriate
accruals, reserves and charges to establish and take in respect of
excess equipment write-off or write-down of various assets and
other appropriate charges and accounting adjustments taking into
account the parties' business plans following the Merger.

(c) First National and Boatmen's shall consult and cooperate
with each other with respect to determining, as specified in a
written notice from Boatmen's to First National, based upon such
consultation and as hereinafter provided, the amount and the timing
for recognizing for financial accounting purposes the expenses of
the Merger and the restructuring charges related to or to be
incurred in connection with the Merger.

(d) At the request of Boatmen's, First National shall
establish and take such reserves and accruals as Boatmen's shall
request to conform First National's loan, accrual and reserve
policies to Boatmen's policies, shall establish and take such
accruals, reserves and charges in order to implement such policies
in respect of excess facilities and equipment capacity, severance
costs, litigation matters, write-off or write-down of various
assets and other appropriate accounting adjustments, and to
recognize for financial accounting purposes such expenses of the
Merger and restructuring charges related to or to be incurred in
connection with the Merger, in each case at such times as are
mutually agreeable to Boatmen's and First National; provided,
however, that First National shall not be required to take any such
action that is not consistent with generally accepted accounting
principles.

(e) No accrual or other adjustment made by First National
pursuant to the provisions of this Section 4.06 shall constitute an
acknowledgment by First National or create any implication, for any
purpose, that such accrual or adjustment was necessary for any
purpose other than to comply with the provisions of this Section
4.05.

SECTION 4.06. CONSUMMATION OF AGREEMENT. First National
------------ -------------------------
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 Merger in accordance with the terms and
provisions hereof. First National shall furnish to Boatmen's in a
timely manner all information, data and documents in the possession
of First National requested by Boatmen's as may be required to
obtain any necessary regulatory or other approvals of the Merger or
to file with the S.E.C. a registration statement on Form S-4 (the
"Registration Statement")

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relating to the shares of Boatmen's Common which may be issued to the
shareholders of First National pursuant to the Merger and this
Agreement and shall otherwise cooperate fully with Boatmen's to carry
out the purpose and intent of this Agreement.

SECTION 4.07. ENVIRONMENTAL REPORTS. First National 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 all real property owned,
leased or operated by First National as of the date hereof (other
than space in retail and similar establishments leased by First
National for automatic teller machines) and within ten days after
the acquisition or lease of any real property acquired or leased by
First National after the date hereof (other than space in retail
and similar establishments leased or operated by First National for
automatic teller machines), except as otherwise provided in
Section 4.01(b)(xiv). If required by the phase one investigation
in Boatmen's reasonable opinion, Boatmen's shall so notify First
National within fifteen (15) business days of Boatmen's receipt of
such phase one investigation reports, and First National thereafter
shall provide to Boatmen's as soon as reasonably practicable 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 First National 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 or prudent
in light of serious life, health or safety concerns, in the
aggregate, exceed the sum of Four Hundred Thousand Dollars
($400,000) as reasonably estimated by an environmental expert
retained for such purpose by Boatmen's and reasonably acceptable to
First National, or if the cost of such actions and measures cannot
be so reasonably estimated by such expert to be $400,000 or less
with any reasonable degree of certainty, then Boatmen's shall have
the right pursuant to Section 7.03 hereof, for a period of 10
business days following receipt of such estimate or indication that
the cost of such actions and measures can not be so reasonably
estimated, to terminate this Agreement, which shall be Boatmen's
sole remedy in such event.

SECTION 4.08. RESTRICTION ON RESALES. First National shall
------------ ----------------------
obtain and deliver to Boatmen's, at least 31 days prior to the
Closing Date, the signed agreement, in the form of Exhibit 4.08
hereto, of each person who may reasonably be deemed an "affiliate"
of First National within the meaning of such term as used in Rule
145 under the Securities Act of 1933, as amended (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 regarding the disposition of shares
of First National Common or Boatmen's Common (or reduction of risk
with respect thereto) until such time as financial results covering
at least 30 days of post-Merger combined operations have been
published.

SECTION 4.09. ACCESS TO INFORMATION. First National shall
------------ ---------------------
permit Boatmen's reasonable access in a manner which will avoid
undue disruption or interference with First National's normal
operations to its properties and shall disclose and make available
to Boatmen's 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 Boatmen's may have a reasonable
and legitimate interest in furtherance of the transactions
contemplated by this Agreement. First National shall deliver to
Boatmen's within ten (10) business days after the date hereof a
true, accurate and complete copy of each written plan or program
disclosed in Section 2.11(c) 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

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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 8.01 hereof.

ARTICLE FIVE
------------

AGREEMENTS OF BOATMEN'S AND BOATMEN'S-AMARILLO
----------------------------------------------

SECTION 5.01. REGULATORY APPROVALS AND REGISTRATION
------------ -------------------------------------
STATEMENT. Boatmen's and/or Boatmen's-Amarillo shall file all
- ---------
regulatory applications required in order to consummate the Merger,
including but not limited to the necessary applications for the
prior approval of the Comptroller of the Currency and the Finance
Commission of the State of Texas, and within thirty (30) days after
the date hereof (subject to the full cooperation of First National
and its counsel in this regard) a private ruling request with the
Internal Revenue Service regarding the federal income tax
consequences of the Merger. Boatmen's shall provide to First
National a copy of such applications and the ruling request and all
correspondence pertaining thereto contemporaneously with the filing
or receipt of same. Boatmen's shall file with the S.E.C. the
Registration Statement relating to the shares of Boatmen's Common
to be issued to the stockholders of First National 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 a material fact required to be stated therein or
necessary to make the statements therein not false or misleading,
and at the time of mailing thereof to the stockholders of First
National, at the time of the Stockholders' Meeting and at the
Effective Time the Proxy Statement/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 necessary to
make the statements therein not false or 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 any other filings required under the
Securities Exchange Act of 1934 (the "Exchange Act") relating to
the Merger and the transactions contemplated herein.

SECTION 5.02. BREACHES. Boatmen's shall, in the event it has
------------ --------
knowledge of the occurrence, or impending or threatened occurrence,
of any event or condition which would cause or constitute a breach
(or would have caused or constituted a breach had such event
occurred or been known prior to the date hereof) of any of its
representations or agreements contained or referred to herein, give
prompt written notice thereof to First National and use its best
efforts to prevent or promptly remedy the same.

SECTION 5.03. CONSUMMATION OF AGREEMENT. Boatmen's and
------------ -------------------------
Boatmen's-Amarillo shall use their respective 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
Merger in accordance with the terms and conditions of this
Agreement.

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SECTION 5.04. DIRECTORS AND OFFICERS' LIABILITY INSURANCE AND
------------ -----------------------------------------------
INDEMNIFICATION.
- ---------------

(a) Following the Effective Time, Boatmen's will provide the
directors and officers of First National with the same directors'
and officers' liability insurance coverage that Boatmen's provides
to directors and officers of its other banking subsidiaries
generally, and, in addition, for a period of three years will use
its best efforts to continue First National's directors' and
officers' liability insurance coverage with respect to actions
occurring prior to the Effective Time to the extent that such
coverage is obtainable for an aggregate premium not to exceed the
annual premium presently being paid by First National. 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 years after the Effective Time, Boatmen's shall
cause Boatmen's-Amarillo to indemnify, defend and hold harmless the
officers, directors, employees and agents of First National (each,
an "Indemnified Party") at the Effective Time, regardless of
whether or not such persons are employed thereafter, against all
losses, expenses, claims, damages or liabilities arising out of
actions or omissions occurring on or prior to the Effective Time
(including, without limitation, the transactions contemplated by
this Agreement) to the full extent then permitted under the
National Bank Act and by First National's articles of association
or bylaws 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 Effective Time Boatmen's-Amarillo 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 bank or entity of such consolidation or merger or
(ii) shall transfer all or substantially all of its properties and
assets to any individual, bank or other entity, then and in each
such case, proper provision shall be made so that the successors
and assigns of Boatmen's-Amarillo shall assume any remaining
obligations set forth in this Section 5.04. If Boatmen's-Amarillo
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
Boatmen's-Amarillo was so obligated pursuant to this Section 5.04.

SECTION 5.05. EMPLOYEE BENEFITS. Boatmen's shall, with
------------ -----------------
respect to each person who remains an employee of First National
following the Closing Date (each a "Continued Employee"), provide
the benefits described in this Section 5.05. 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 First National after the Effective Time. First
National 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 5.05 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 5.05 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 First National.

A-19
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SECTION 5.06. ACCESS TO INFORMATION. Boatmen's shall permit
------------ ---------------------
First National 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 First National
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 First National may have a
reasonable and legitimate interest in furtherance of the
transactions contemplated by this Agreement. First National will
hold any such information which is nonpublic in confidence in
accordance with the provisions of Section 8.01 hereof.

ARTICLE SIX
-----------

CONDITIONS PRECEDENT TO THE MERGER
----------------------------------

SECTION 6.01. CONDITIONS TO BOATMEN'S OBLIGATIONS.
------------ -----------------------------------
Boatmen's, Boatmen's-Texas and Boatmen's-Amarillo's obligations to
effect the Merger shall be subject to the satisfaction (or waiver
by Boatmen's) prior to or on the Closing Date of the following
conditions:

(a) The representations and warranties made by First National
in this Agreement 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) First National shall have performed and complied in all
material respects with all of its obligations and agreements
required to be performed prior to the Closing Date under this
Agreement;

(c) 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 the Merger shall be in effect, nor shall any
proceeding by any bank 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 Merger which makes the
consummation of the Merger illegal;

(d) All necessary regulatory approvals, consents,
authorizations and other approvals required by law for consummation
of the Merger shall have been obtained and all waiting periods
required by law shall have expired;

(e) Boatmen's shall have received the environmental reports
required by Section 4.07 hereof, and shall not have elected,
pursuant to Section 7.03 hereof, to terminate and cancel this
Agreement;

(f) Boatmen's shall have received all documents required to
be received from First National on or prior to the Closing Date,
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 Merger will qualify for pooling
of interests

A-20
131
accounting treatment under Accounting Principles Board Opinion No. 16
if closed and consummated in accordance with this Agreement;

(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 S.E.C;

(i) Boatmen's shall have received a ruling of the Internal
Revenue Service to the effect that if the Merger is consummated in
accordance with the terms set forth in this Agreement, (i) the
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 First National Common upon receipt of
the Merger Consideration (except for cash received in lieu of
fractional shares); (iii) the basis of shares of Boatmen's Common
received by the stockholders of First National will be the same as
the basis of shares of First National Common exchanged therefor;
and (iv) the holding period of the shares of Boatmen's Common
received by such stockholders will include the holding period of
the shares of First National Common exchanged therefor, provided
such shares were held as capital assets as of the Effective Time;
and

(j) the Adjusted Shareholders' Equity shall be no less than
$30,800,000; provided, however, that should the Adjusted
Shareholders' Equity be less than $30,800,000 on the Closing Date
otherwise established in accordance with Section 1.07 hereof, then,
notwithstanding the provisions of Section 1.07 hereof, the Closing
Date shall be such later date as the Adjusted Shareholders' Equity
may equal or exceed $30,800,000, but in no event shall such later
Closing Date be more than seventy (70) days after the Closing Date
which otherwise would have been established in accordance with the
provisions of Section 1.07 hereof.

SECTION 6.02. CONDITIONS TO FIRST NATIONAL'S OBLIGATIONS.
------------ ------------------------------------------
First National's obligation to effect the Merger shall be subject
to the satisfaction (or waiver by First National) prior to or on
the Closing Date of the following conditions:

(a) The representations and warranties made by Boatmen's,
Boatmen's-Texas and Boatmen's-Amarillo in this Agreement 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) Boatmen's, Boatmen's-Texas and Boatmen's-Amarillo shall
have performed and complied in all material respects with all of
their obligations and agreements hereunder required to be performed
prior to the Closing Date under this Agreement;

(c) 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 the Merger shall be in effect, nor shall any
proceeding by any bank 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 Merger which
makes the consummation of the Merger illegal;

(d) All necessary regulatory approvals, consents,
authorizations and other approvals, including the requisite
approval of this Agreement and the Merger by the shareholders of
First National required by law for consummation of the Merger shall
have been obtained and all waiting periods required by law shall
have expired;

A-21
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(e) First National shall have received all documents required
to be received from Boatmen's on or prior to the Closing Date, all
in form and substance reasonably satisfactory to First National;

(f) 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 S.E.C.; and

(g) First National shall have received from Boatmen's a copy
of the private letter ruling of the Internal Revenue Service
contemplated by Section 6.01(i) of this Agreement.

ARTICLE SEVEN
-------------

TERMINATION OR ABANDONMENT
--------------------------

SECTION 7.01. 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 shareholder
approval of this Agreement and the Merger by the shareholders of
First National shall have been previously obtained.

SECTION 7.02. BREACH OF REPRESENTATIONS OR AGREEMENTS. In
------------ ---------------------------------------
the event that there is a material breach in any of the
representations and warranties or agreements of Boatmen's or First
National, which breach is not cured within thirty (30) 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 shareholder approval of this Agreement and the Merger shall
have been previously obtained, may terminate and cancel this
Agreement by providing written notice of such action to the other
party hereto.

SECTION 7.03. ENVIRONMENTAL REPORTS. Boatmen's may terminate
------------ ---------------------
this Agreement to the extent provided by Section 4.07 and this
Section 7.03 by giving written notice thereof to First National.

SECTION 7.04. FAILURE OF CONDITIONS. In the event that any
------------ ---------------------
of the conditions to the obligations of either party are not satis-
fied or waived on or prior to the Closing Date, and if any appli-
cable cure period provided in Section 7.02 hereof has lapsed, then
such party may, regardless of whether shareholder approval of this
Agreement and the Merger shall have been previously obtained,
terminate and cancel this Agreement by delivery of written notice
of such action to the other party on such date.

SECTION 7.05. APPROVAL DENIAL. If any regulatory application
------------ ---------------
filed pursuant to Section 5.01 hereof should be finally denied or
disapproved by the respective regulatory authority, then this
Agreement thereupon shall be deemed terminated and canceled;
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 7.06. SHAREHOLDER APPROVAL DENIAL. If the Merger is
------------ ---------------------------
not approved by the requisite vote of the stockholders of First
National at the Stockholders' Meeting, then either party may
terminate this Agreement.

A-22
133

SECTION 7.07. REGULATORY ENFORCEMENT MATTERS. In the event
------------ ------------------------------
that First National shall become a party or subject to any new or
amended written agreement, memorandum of understanding, cease and
desist order, imposition of civil money penalties or other
regulatory enforcement action or proceeding with any federal or
state agency charged with the supervision or regulation of banks
("Regulatory Enforcement Action") after the date of this Agreement,
then Boatmen's may terminate this Agreement; provided, however,
that Boatmen's may not terminate this Agreement pursuant to this
Section 7.07 on account of any Regulatory Enforcement Action which,
through reasonable efforts of First National and/or Boatmen's,
could be terminated on or before the Closing Date without requiring
any capital infusion to be made or other action having a financial
effect materially adverse to the financial benefits of the Merger
to Boatmen's.

SECTION 7.08. AUTOMATIC TERMINATION. If the Closing Date
------------ ---------------------
does not occur on or prior to the expiration of the first
anniversary of the date of this Agreement, then this Agreement may
be terminated by either party by giving written notice to the
other.

SECTION 7.09. TERMINATION FEE.
------------ ---------------

(a) Upon the occurrence of one or more of the following events
(a "Triggering Event"), First National shall pay to Boatmen's the
sum of Eight Hundred Thousand Dollars ($800,000):

(i) upon termination of this Agreement by Boatmen's upon
a breach thereof by First National (including, without
limitation, the entering into of an agreement between First
National and any third party which is inconsistent with the
transactions contemplated by this Agreement), provided that
within twelve (12) months of the date of such termination, an
event described in clause (iii), (iv) or (v) below shall have
occurred;

(ii) the failure of First National's shareholders to
approve the Merger and this Agreement at a meeting called for
such purpose; provided, however, that the failure of First
National's shareholders to approve the Merger and this
Agreement at a meeting called for such purpose shall not be
deemed a Triggering Event if: (A) 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 on
the second trading day immediately preceding the date of
mailing to the shareholders of First National notice of a
meeting to vote upon this Agreement and the Merger, together
with the Proxy Statement/Prospectus relating thereto (the
"Mailing Date") (the "Boatmen's Final Price"), is less than
$26.00; and (B) the number obtained by dividing the Boatmen's
Final Price by the Boatmen's Initial Price (as defined below),
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 .20 from such quotient; or
(C) within eighteen (18) months after the date of such meeting
an event described in clause (iii), (iv) or (v) below does not
occur.

(iii) any person or group of persons (other than
Boatmen's) shall acquire, or have the right to acquire, 50% or
more of the outstanding shares of First National Common,
(exclusive of any shares of First National Common sold
directly or indirectly to such person or group of persons by
Boatmen's);

(iv) expiration of the fifth day preceding the scheduled
expiration date of a tender or exchange offer by any person or
group of persons (other than Boatmen's and/or its affiliates)
to purchase or acquire securities of First National if upon
consummation of such offer, such person or

A-23
134
group of persons would own, control or have the right to acquire
50% or more of the First National Common; and

(v) upon the entry by First National into an agreement
or other understanding with a person or group of persons
(other than Boatmen's and/or its affiliates) for such person
or group of persons to acquire, merge or consolidate with
First National or to purchase or acquire First National or all
or substantially all of First National's assets.

(b) As used in this Section 7.09:

(i) "Person" and "group of persons" shall have the
meanings conferred thereon by Section 13(d) of the Exchange
Act.

(ii) The "Index Group" shall mean all of those companies
listed on Exhibit 7.09, 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 20 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 in Section 3.03 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.

(iii) The "Boatmen's Initial Price" shall be the closing
price of a share of Boatmen's Common on the date of this
Agreement. The "Initial Index Price" shall mean the weighted
average (weighted in accordance with the factors listed on
Exhibit 7.09) 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 the date of this Agreement.

(iv) 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 20 trading days ending on the end
of the second trading day immediately preceding the Mailing
Date.

(v) The "Final Index Price" shall mean the weighted
average (weighted in accordance with the factors listed on
Exhibit 7.09) of the Final Prices for all of the companies
comprising the Index Group.

If Boatmen's or any company included in the Index Group declared a
stock dividend or effects a reclassification, recapitalization,
split-up, combination, exchange of shares or similar transaction
between the date of this Agreement and the end of the fifth 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 above so as to be comparable to
the prices on the date of this Agreement.

First National shall notify Boatmen's promptly in writing upon its
becoming aware of the occurrence of any Triggering Event.

A-24
135

ARTICLE EIGHT
-------------

GENERAL
-------

SECTION 8.01. 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, and to instruct their respective agents,
representatives, shareholders, affiliates, employees and
consultants to hold and keep, such Information 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 transaction. 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 8.02. PUBLICITY. Boatmen's and First National shall
------------ ---------
cooperate with each other in the development and distribution of
all news releases and other public disclosures concerning this
Agreement and the Merger and shall not issue any news release or
make any other public disclosure without the prior consent of the
other party, unless such is required by law upon the written advice
of counsel 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 8.03. RETURN OF DOCUMENTS. Upon termination of this
------------ -------------------
Agreement without the Merger becoming effective, each party
(i) shall deliver to the other originals and all copies of all
Information made available to such party, (ii) will not retain any
copies, extracts or other reproductions in whole or in part of such
Information, and (iii) will destroy all memoranda, notes and other
writings prepared by either party based on the Information.

SECTION 8.04. 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, or three (3)
business days after deposit in the United States Registered Mail,
postage prepaid, or upon receipt if transmitted by facsimile
telecopy 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

A-25
136

with a copy to:

Lewis, Rice & Fingersh
500 North Broadway, Suite 2000
St. Louis, Missouri 63102
Attention: Thomas C. Erb, Esq.
Facsimile: 314/241-6056

and

(b) if to First National:

First National Bank in Pampa
100 North Cuyler
P. O. Box 781
Pampa, Texas 79066-0781
Attention: Mr. Floyd F. Watson
Facsimile: 806/669-8419

with copies to:

Jenkens & Gilchrist, P.C.
1445 Ross Avenue, Suite 3200
Dallas, Texas 75202-2799
Attention: Charles E. Greef, Esq.
Facsimile: 214/855-4300

or to such other address as any party may from time to time
designate by notice to the others.

SECTION 8.05. LIABILITIES. In the event that this Agreement
------------ -----------
is terminated pursuant to the provisions of Article Seven 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 7.02 hereof on account of a willful
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 8.06. NONSURVIVAL OF REPRESENTATIONS, WARRANTIES AND
------------ ----------------------------------------------
AGREEMENTS. Except for, and as provided in, this Section 8.06, no
- ----------
representation, warranty or agreement contained in this Agreement
shall survive the Effective Time or the earlier termination of this
Agreement. The agreements set forth in Sections 1.09, 5.04 and
5.05 shall survive the Effective Time and the agreements set forth
in Sections 7.09, 8.01, 8.02, 8.03 and 8.05 shall survive the
Effective Time or the earlier termination of this Agreement.

SECTION 8.07. 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.

A-26
137

SECTION 8.08. 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 8.09. WAIVER, AMENDMENT OR MODIFICATION. The conditions
------------ ---------------------------------
of this Agreement which may be waived may only be waived by notice
to the other party waiving such condition. 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 the Agreement by the shareholders of First National;
provided, however, that after any such approval no such amendment
or modification shall alter the amount or change the form of the
Merger Consideration contemplated by this Agreement to be received
by shareholders of First National or alter or change any of the
terms of this Agreement if such alteration or change would
adversely affect the holders of First National Common. This
Agreement not be amended or modified except by a written document
duly executed by the parties hereto.

SECTION 8.10. 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 8.11. 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 8.12. 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.

SECTION 8.13. GOVERNING LAW; ASSIGNMENT. This Agreement
------------ -------------------------
shall be governed by the laws of the State of Missouri, except to
the extent that the National Bank Act and other laws of the United
States and applicable federal regulations must govern aspects of
the Merger. This Agreement may not be assigned by any of the
parties hereto.

IN WITNESS WHEREOF, the parties hereto have duly executed and
sealed this Agreement as of the day and year first above written,
each set by its President and attested to by its Cashier or
Secretary, pursuant to a resolution of its board of directors,
acting by a majority and the signatures of a majority of each of
its board of directors.

FIRST NATIONAL BANK IN PAMPA

[SEAL]
By: /s/ Don L. Babcock
------------------------------------
Don L. Babcock
President

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138

ATTEST:

/s/ Greg Brown
- -------------------------
Greg Brown
Cashier

/s/ Don L. Babcock
----------------------------------------
Don L. Babcock

----------------------------------------
F. M. Carter

/s/ W. W. Green
----------------------------------------
W. W. Green

/s/ B. M. Kirksey
----------------------------------------
B. M. Kirksey

/s/ D. R. Lane
----------------------------------------
D. R. Lane

/s/ Floyd F. Watson
----------------------------------------
Floyd F. Watson

DIRECTORS OF FIRST NATIONAL BANK IN PAMPA

A-28
139
BOATMEN'S FIRST NATIONAL BANK OF AMARILLO

[SEAL]
By: /s/ Donald E. Powell
-------------------------------------
Donald E. Powell
President

ATTEST:

/s/ Jim C. Wilhite
- -------------------------
Jim C. Wilhite
Secretary

----------------------------------------
W. H. Attebury

/s/ Bert Ballengee
----------------------------------------
Bert Ballengee

----------------------------------------
Danny Conklin

/s/ Don T. Curtis
----------------------------------------
Don T. Curtis

/s/ Gene Edwards
----------------------------------------
Gene Edwards

/s/ Carl Hare
----------------------------------------
Carl Hare

/s/ Bill Helton
----------------------------------------
Bill Helton

/s/ John Logsdon
----------------------------------------
John Logsdon

----------------------------------------
Wales H. Madden, Jr.

----------------------------------------
John C. Maynard

----------------------------------------
Jay J. O'Brien

A-29
140

----------------------------------------
Patrick Oles

/s/ Donald E. Powell
----------------------------------------
Donald E. Powell

----------------------------------------
J. Avery Rush, Jr.

----------------------------------------
John M. Shelton, III

/s/ A. C. Smith
----------------------------------------
A. C. Smith

----------------------------------------
Ray A. Snead, Jr.

/s/ Wayne P. Sturdivant
----------------------------------------
Wayne P. Sturdivant

/s/ Irvin Wall
----------------------------------------
Irvin Wall

DIRECTORS OF BOATMEN'S FIRST NATIONAL BANK OF
AMARILLO

A-30
141

BOATMEN'S BANCSHARES, INC.

[SEAL]
By /s/ Gregory L. Curl
-------------------------------------
Gregory L. Curl
Vice Chairman

ATTEST:

/s/ David L. Foulk
- --------------------------
David L. Foulk
Secretary

BOATMEN'S TEXAS, INC.

[SEAL]
By /s/ Gregory L. Curl
-------------------------------------
Gregory L. Curl
Executive Vice President

ATTEST:

/s/ David L. Foulk
- --------------------------
David L. Foulk
Assistant Secretary

A-31
142

EXHIBIT 1.09(A)
---------------

FIRST NATIONAL'S LEGAL OPINION MATTERS

1. The due organization, valid existence and good standing
of First National under the laws of the United States, its power
and authority to own and operate its properties and to carry on its
business as now conducted, and its power and authority to enter
into the Agreement, to merge with Boatmen's-Amarillo in accordance
with the terms of the Agreement and to consummate the transactions
contemplated by the Agreement.

2. The number of authorized, and 400,000 issued and
outstanding shares of capital stock of First National 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
First National, (iv) the nonexistence of any obligation, contingent
or otherwise, to reacquire any shares of capital stock of First
National, and (v) the nonexistence of any outstanding stock
appreciation, phantom stock or similar rights.

3. The due and proper performance of all corporate acts and
other proceedings necessary or required to be taken by First
National to authorize the execution, delivery and performance of
the Agreement, the due execution and delivery of the Agreement by
First National, and the Agreement as a valid and binding obligation
of First National, enforceable against First National in accordance
with its terms (subject to the provisions of bankruptcy,
insolvency, fraudulent conveyance, 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).

4. The execution of the Agreement by First National, and the
consummation of the Merger and the other transactions contemplated
therein, does not violate or cause a default under its charter or
bylaws, or any statute, regulation or rule or any judgment, order
or decree against or any material agreement binding upon First
National.

5. The receipt of all required consents, approvals, orders
or authorizations of, or registrations, declaration or filings with
or 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 First National in connection with the respective execution
and delivery of the Agreement or the consummation of the
transactions contemplated therein.

6. The nonexistence of any material actions, suits,
proceedings, orders, investigations or claims pending or threatened
against or affecting First National which, if adversely determined,
would have a material adverse effect upon its properties or assets
or the transactions contemplated by the Agreement.

A-Ex. 1.09(a)
143
EXHIBIT 1.09(B)
---------------

BOATMEN'S LEGAL OPINION MATTERS

1. The due incorporation, valid existence and good standing
of Boatmen's and Boatmen's-Texas under the laws of the State of
Missouri and the due organization, valid existence and good
standing of Boatmen's-Amarillo under the laws of the United States,
and their respective power and authority to enter into the
Agreement to consummate the transactions contemplated thereby.

2. The due and proper performance of all corporate acts and
other proceedings required to be taken by Boatmen's, Boatmen's-
Texas and Boatmen's-Amarillo to authorize the execution, delivery
and performance of the Agreement, the due execution and delivery of
the Agreement by Boatmen's, Boatmen's-Texas and Boatmen's-Amarillo,
and the Agreement as a valid and binding obligation of Boatmen's,
Boatmen's-Texas and Boatmen's-Amarillo enforceable against
Boatmen's, Boatmen's-Texas and Boatmen's-Amarillo 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).

3. The due authorization and, when issued to the stockholders
of First National in accordance with the terms of the Agreement,
the valid issuance of the shares of Boatmen's Common to be issued
pursuant to the Merger, such shares being fully paid and
nonassessable, with no personal liability attaching to the
ownership thereof.

4. The execution and delivery of the Agreement by Boatmen's,
Boatmen's-Texas and Boatmen's-Amarillo, and the consummation of the
transactions contemplated therein, as neither conflicting with, in
breach of 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 Boatmen's-Texas'
articles of incorporation or bylaws or Boatmen's-Amarillo's charter
or bylaws, or any statute, regulation, rule, judgment, order or
decree binding upon Boatmen's, Boatmen's-Texas or Boatmen's-
Amarillo which would be materially adverse to the business of
Boatmen's and its subsidiaries taken as a whole.

5. 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 or with respect to Boatmen's, Boatmen's-Texas
or Boatmen's-Amarillo in connection with the execution and delivery
of the Agreement or the consummation of the transactions
contemplated by the Agreement.

A-Ex. 1.09(b)
144

EXHIBIT 4.08
------------

-------------------, 1994

Boatmen's Bancshares, Inc.
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63101

Re: Agreement and Plan of Merger, dated as of November ----,
1994 (the "Merger Agreement"), by and between First
National Bank in Pampa ("First National") and Boatmen's
First National Bank of Amarillo ("Boatmen's-Amarillo"),
and joined in by Boatmen's Bancshares, Inc. ("Boatmen's")
and Boatmen's Texas, Inc.

Gentlemen:

I have been advised that I may be deemed to be an affiliate of
First National, as that term 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").

Pursuant to the terms and conditions of the Merger Agreement,
each share of common stock of First National owned by me as of the
effective time of the merger contemplated by the Merger Agreement
(the "Merger") may be converted into the right to receive shares of
common stock of Boatmen's and cash in lieu of any fractional share.
As used in this letter, the shares of common stock of First
National owned by me as of ------------------------- (the date 30
days prior to the anticipated effective time of the Merger) are
referred to as the "Pre-Merger Shares" and the shares of common
stock of Boatmen's which may be received by me in the Merger in
exchange for my Pre-Merger Shares are referred to as the "Post-
Merger Shares." This letter is delivered to Boatmen's pursuant to
Section 4.08 of the Merger 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 Merger 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 to me pursuant to the Merger will be registered with
the Commission under the Securities Act. I also understand
that because I may be deemed an "affiliate" of First National
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. 4.08-1
145

Boatmen's Bancshares, Inc.
- ---------------------, 1994
Page 2

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 Merger is 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 First National.

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 Merger 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. 4.08-2
146

EXHIBIT 7.09
------------

INDEX GROUP
-----------

NAME 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%
-----
TOTAL: 100.00%

A-Ex. 7.09
147
APPENDIX B
ALEX SHESHUNOFF & CO. INVESTMENT BANKING

April 7, 1995

Board of Directors
First National Bank in Pampa
PO Box 781
Pampa, Texas 79066-0781

Members of the Board:

You have requested our opinion, as an independent financial analyst
to the common shareholders of First National Bank in Pampa, Pampa,
Texas ("Bank"), as to the fairness, from a financial point of view
to the common shareholders of Bank, of the terms of the proposed
merger of Bank with and into Boatmen's Bancshares, Inc., St. Louis,
Missouri ("Boatmen's"). Pursuant to the terms of the Agreement and
Plan of Merger, at the Effective Time each share of common stock,
par value $10.00, of Bank 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 National Bank Act, shall be converted into the right to receive
3.3750 (the "Conversion Ratio) shares of voting common stock, par
value $1.00 per share, of Boatmen's (the "Boatmen's Common"). If
the Effective Time does not occur on or before the record date for
the payment of the regular quarterly dividend on Boatmen's Common
declared during the second quarter of 1995 or the third quarter of
1995, then, notwithstanding the foregoing, the number of shares of
Boatmen's Common included in the Merger Consideration shall be
increased by adding to the Conversion Ratio the quotient of (i) the
product of (A) the amount of such quarterly dividend or dividends,
as the case may be, less fifteen cents ($0.15) per such dividend,
multiplied by (B) 3.3750, divided by (ii) the average closing price
of a share of Boatmen's Common on the Automated Quotation System of
the National Association of Securities Dealers, Inc. - National
Market System ("NASDAQ") during the twenty trading days immediately
preceding the fifth calendar day immediately preceding the Closing
Date. Bank's Adjusted Shareholders' Equity, defined as the total
stockholder's equity at Bank as of the close of business on the
business day immediately preceding the Closing Date, determined in
accordance with GAAP consistently applied, but adjusted by adding
back the total amount of all FASB 115 adjustments as of such date,
shall be no less than $30,800,000.

As part of is banking analysis business, Alex Sheshunoff & Co.
Investment Banking is continually engaged in the valuation of bank,
bank holding company and thrift securities in connection with
mergers and acquisitions nationwide. Prior to being retained for
this assignment, Alex Sheshunoff & Co. Investment Banking has provided

B-1
148
professional services and products to Boatmen's. The revenues
derived from such services and products are insignificant when
compared to the firm's total gross revenues.

In connection with this assignment, we reviewed (i) the Agreement
and Plan of Merger dated November 14, 1994; (ii) the most recent
external auditor's reports to the Boards of Directors of each
organization; (iii) the audited December 31, 1994 Balance Sheet and
Income Statement for Boatmen's and Bank and the audited
December 31, 1993 Balance Sheet and Income Statement for each
organization; (iv) the Rate Sensitivity Analysis reports for each
organization; (v) each organization's listing of marketable
securities showing rate, maturity and market value as compared to
book value; (vi) the internal loan classification list of Bank;
(vii) the listing of other real estate owned for Bank; (viii) the
budget and long range operating plan of each organization; (ix) the
Minutes of the Board of Directors of each organization; (x) the
most recent Board report for each organization; (xi) the listing
and description of significant real properties for Bank; and
(xii) the directors and officers liability insurance and blanket
bond insurance policies for each organization.

We have also had discussions with the management of Bank and
Boatmen's regarding their respective financial results and have
analyzed the most current financial data available on Bank and
Boatmen's. We also considered such other information, financial
studies, analyses and investigations, and economic and market
criteria which we deemed relevant. We have met with the management
of Bank and Boatmen's to discuss the foregoing information with
them.

We have considered certain financial data of Bank and Boatmen's,
and have compared that data with similar data for other banks and
bank holding companies which have recently merged or been acquired;
furthermore, we have considered the financial terms of these
business combinations involving said banks and bank holding
companies.

We have not independently verified any of the information reviewed
by us and have relied on its being complete and accurate in all
material respects. In addition, we have not made an independent
evaluation of the assets of Bank and Boatmen's.

In reaching our opinion we took into consideration the financial
benefits of the proposed transaction to all Bank shareholders.
Based on all factors that we deem relevant and assuming the
accuracy and completeness of the information and data provided to
us by Bank and Boatmen's, it is our opinion as of April 7, 1995,
that the proposed transaction is fair and equitable to all Bank
shareholders from a financial point of view.

B-2
149

We hereby consent to the reference to our firm in the proxy
statement or prospectus related to the merger transaction and to
the inclusion of our opinion as an exhibit to the proxy statement
or prospectus related to the merger transaction.

Respectfully submitted,

ALEX SHESHUNOFF & CO.
INVESTMENT BANKING
AUSTIN, TEXAS

By /s/ Wade Schuessler
-------------------------------
Wade Schuessler
Vice President
HWS

B-3
150
APPENDIX C
EXCERPTS OF THE NATIONAL BANK ACT
(DISSENTERS' RIGHTS)

12 U.S.C. Section 215A.--

(B) DISSENTING SHAREHOLDERS

If a merger shall be voted for at the called meetings by
the necessary majorities of the shareholders of each association or
State bank participating in the plan of merger, and thereafter the
merger shall be approved by the Comptroller, any shareholder of any
association or State bank to be merged into the receiving
association who has voted against such merger at the meeting of the
association or bank of which he is a stockholder, or has given
notice in writing at or prior to such meeting to the presiding
officer that he dissents from the plan of merger, shall be entitled
to receive the value of the shares so held by him when such merger
shall be approved by the Comptroller upon written request made to
the receiving association at any time before thirty days after the
date of consummation of the merger, accompanied by the surrender of
his stock certificates.

The value of the shares of any dissenting shareholder
shall be ascertained, as of the effective date of the merger, by an
appraisal made by a committee of three persons, composed of (1) one
selected by the vote of the holders of the majority of the stock,
the owners of which are entitled to payment in cash; (2) one
selected by the directors of the receiving association; and (3) one
selected by the two so selected. The valuation agreed upon by any
two of the three appraisers shall govern. If the value so fixed
shall not be satisfactory to any dissenting shareholder who has
requested payment, that shareholder may, within five days after
being notified of the appraised value of his shares, appeal to the
Comptroller, who shall cause a reappraisal to be made which shall
be final and binding as to the value of the shares of the
appellant.

(D) APPLICATION TO SHAREHOLDERS OF MERGING ASSOCIATIONS:
APPRAISAL BY COMPTROLLER; EXPENSES OF RECEIVING
ASSOCIATION; SALE AND RESALE OF SHARES; STATE APPRAISAL
AND MERGER LAW

If, within ninety days from the date of consummation of
the merger, for any reason one or more of the appraisers is not
selected as herein provided, or the appraisers fail to determine
the value of such shares, the Comptroller shall upon written
request of any interested party cause an appraisal to be made which
shall be final and binding on all parties. The expenses of the
Comptroller in making the reappraisal or the appraisal, as the case
may be, shall be paid by the receiving association. The value of
the shares ascertained shall be promptly paid to the dissenting
shareholders by the receiving association. The shares of stock of
the receiving association which would have been delivered to such
dissenting shareholders had they not requested payment shall be
sold by the receiving association at an advertised public auction,
and the receiving association shall have the right to purchase any
of such shares at such public auction, if it is the highest bidder
therefor, for the purpose of reselling such shares within thirty
days thereafter to such person or persons and at such price not
less than par as its board of directors by resolution may
determine. If the shares are sold at public auction at a price
greater than the amount paid to the dissenting shareholders, the
excess in such sale price shall be paid to such dissenting
shareholders. The appraisal of such shares of stock in any State
bank shall be determined in the manner prescribed by the law of the
State in such cases, rather than as provided in this section, if
such provision is made in the State law; and no such merger shall
be in contravention of the law of the State under which such bank
is incorporated. The provisions of this subsection shall apply
only to shareholders of (and stock owned by them in) a bank or
association being merged into the receiving association.

C-1