1
Exhibit 24
----------
2
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 25, 1996
/s/ Richard L. Battram
-----------------------------------------
Richard L. Battram
3
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 25, 1996
/s/ B. A. Bridgewater, Jr.
---------------------------------
B. A. Bridgewater, Jr.
4
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 24, 1996
/s/ William E. Cornelius
-----------------------------------
William E. Cornelius
5
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 26, 1996
/s/ John E. Hayes, Jr.
-------------------------------------
John E. Hayes, Jr.
6
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 25, 1996
/s/ Samuel B. Hayes, III
--------------------------------------
Samuel B. Hayes, III
7
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 25, 1996
/s/ C. Ray Holman
-------------------------------------
C. Ray Holman
8
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 25, 1996
/s/ John Peters MacCarthy
-------------------------------------
John Peters MacCarthy
9
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 25, 1996
/s/ William E. Maritz
-------------------------------------
William E. Maritz
10
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 25, 1996
/s/ Richard E. Peck
-------------------------------------
Richard E. Peck
11
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 26, 1996
/s/ Jerry E. Ritter
-------------------------------------
Jerry E. Ritter
12
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 26, 1996
/s/ William P. Stiritz
-------------------------------------
William P. Stiritz
13
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 25, 1996
/s/ Albert E. Suter
-------------------------------------
Albert E. Suter
14
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 30, 1996
/s/ Dwight D. Sutherland
-------------------------------------
Dwight D. Sutherland
15
POWER OF ATTORNEY
1933 ACT REGISTRATION STATEMENT
of
BOATMEN'S BANCSHARES, INC.
KNOW ALL MEN BY THESE PRESENTS, That the person whose
signature appears below hereby constitutes and appoints JAMES W.
KIENKER and DAVID L. FOULK, and each of them, the true and lawful
attorneys-in-fact and agents for him and in his name, place or
stead, in any and all capacities, to sign and file, or cause to be
signed and filed, with the Securities and Exchange Commission (the
"Commission"), any registration statement or statements on Form S-8
under the Securities Act of 1933, as amended, relating to the
issuance of common stock of Boatmen's Bancshares, Inc. under (i)
the Amended and Restated Fourth Financial Corporation 1986
Incentive Stock Option Plan, (ii) the Amended and Restated Fourth
Financial Corporation 1981 Incentive Stock Option Plan, (iii) the
Fourth Financial Corporation 1993 Incentive Stock Option Plan, (iv)
Fourth Financial Corporation 1993 Non-Employee Directors Stock
Option Plan, (v) Fourth Financial Corporation 1993 Employee Stock
Purchase Plan, and any and all amendments and supplements thereto,
before or after effectiveness of such statements, and any and all
other documents required to be filed with the Commission in
connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every
act and thing requisite and necessary to be done as fully and to
all intents and purposes as the undersigned might or could do in
person, and ratifying and confirming all that said attorneys-in-
fact and agents may lawfully do or cause to be done by virtue
hereof.
Dated: January 23, 1996
/s/ Theodore C. Wetterau
-------------------------------------
Theodore C. Wetterau