September 6, 1996 - EXHIBIT 99.4 - 8-K: Current report filing | Bank of America Corporation (BAC)

Exhibit 99.4

BOATMEN'S BANCSHARES, INC. 1995 SUPPLEMENTAL FINANCIAL STATEMENTS

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Consolidated Balance Sheet

Consolidated Statement of Income

Consolidated Statement of Changes in Stockholders' Equity

Consolidated Statement of Cash Flows

NOTES TO CONSOLIDATED

FINANCIAL STATEMENTS

(amounts in thousands except per share data and when otherwise indicated)

1 SUMMARY OF PRINCIPAL ACCOUNTING POLICIES

Business Boatmen's Bancshares Inc. ("Corporation"), is a multi-bank holding

company, headquartered in St. Louis, Missouri. At December 31, 1995, the

Corporation owned substantially all of the capital stock of 57 subsidiary

banks, including a federal savings bank, and provided commercial, retail and

correspondent banking services from over 650 banking offices and over 1,300

ATM's in Missouri, Arkansas, Illinois, Iowa, Kansas, New Mexico, Oklahoma,

Tennessee and Texas. At December 31, 1995, the Corporation had consolidated

assets of $41.1 billion, making it one of the 25 largest bank holding

companies in the United States. The Corporation's largest banking subsidiary,

The Boatmen's National Bank of St. Louis, had total assets of $11.2 billion

at December 31, 1995. The Corporation's other businesses include a trust

company, a mortgage banking company, a credit life insurance company, a

credit card bank and an insurance agency. The Corporation, through its

subsidiary, Boatmen's Trust Company, is among the twenty largest providers of

personal trust services in the nation, providing personal trust services

within its banks' market areas and institutional and pension related trust

services on a national scale. The Corporation's mortgage banking activities

are conducted through Boatmen's National Mortgage, Inc., a full service

mortgage banking company which originates home loans through company operated

offices as well as through a network of over 300 correspondents located in

the southern and mid-western United States. Boatmen's National Mortgage, Inc.

presently services mortgage loans totaling approximately $23 billion. The

traditional banking line of business represents the primary source of

earnings for the Corporation, followed by the trust and mortgage banking

activities.

Basis of Presentation The accounting and reporting policies of the

Corporation and its subsidiaries conform to generally accepted accounting

principles. The preparation of financial statements requires management of

the Corporation to make estimates and assumptions that affect the amounts

reported in the financial statements and accompanying notes. While the

financial statements reflect management's best estimates and judgment, actual

results could differ from estimates. The following is a description of the

Corporation's more significant policies.

The consolidated financial statements include the accounts of the

Corporation and its subsidiaries after elimination of all material

intercompany balances and transactions. Certain amounts for 1994 and 1993 were

reclassified to conform with statement presentation for 1995. The

reclassifications have no effect on stockholders' equity or net income as

previously reported. Prior period financial statements are also restated to

include the accounts of companies which are acquired and accounted for as

poolings of interests. The Corporation consummated the acquisition of Fourth

Financial Corporation (Fourth Financial) on January 31, 1996, using the

pooling of interests method of accounting. The supplemental financial

statements included herein have been restated for all periods as if Fourth

Financial and the Corporation had always been combined. These supplemental

financial statements, in all material respects, will become the historical

financial statements of the Corporation. Results of operations of companies

which are acquired and subject to purchase accounting are included from the

dates of acquisition. In accordance with the purchase method of accounting,

the assets and liabilities of purchased companies are stated at estimated

fair values at the date of acquisition, and the excess of cost over fair

value of net assets acquired is being amortized on a straight-line basis

over periods benefitted.

Held to Maturity Securities These securities are purchased with the original

intent to hold to maturity and events which may be reasonably anticipated are

considered when determining the Corporation's intent and ability to hold to

maturity. Securities meeting such criteria at date of purchase and as of the

balance sheet date are carried at cost, adjusted for amortization of premiums

and accretion of discounts. Gains or losses on the disposition of held to

maturity securities, if any, are based on the adjusted book value of the

specific security.

Available for Sale Securities Debt and equity securities to be held for

indefinite periods of time and not intended to be held to maturity are

classified as available for sale and carried at market value with net

unrealized gains and losses, net of tax, reflected as a component of

stockholders' equity until realized. Securities held for indefinite periods

of time include securities that may be sold to meet liquidity needs or in

response to significant changes in interest rates or prepayment risks as part

of the Corporation's overall asset/liability management strategy.

Trading Securities Trading securities, which primarily consist of debt

securities, are held for resale within a short period of time and are stated

at market value. These securities are held in inventory for sale to

institutional and retail customers. Investment banking revenues, a component

of noninterest income, include the net realized gain or loss and market value

adjustments of the trading securities and commissions on bond dealer and

retail brokerage operations.

Interest and Fees on Loans Interest on loans is accrued based upon the

principal amount outstanding. It is the Corporation's policy to discontinue

the accrual of interest when full collectibility of principal or interest on

any loan is doubtful.

Interest income on such loans is subsequently recognized only in the

period in which payments are received, and such payments are applied to reduce

principal when loans are unsecured or collateral values are deficient.

Nonrefundable loan fees are deferred and recognized as income over the life

of the loan as an adjustment of the yield. Direct costs associated with

originating loans are deferred and amortized as a yield adjustment over the

life of the loan. Commitment fees are deferred and recognized as noninterest

income over the commitment period.

Reserve for Loan Losses The reserve represents provisions charged to expense

less net loan charge-offs. The provision is based upon economic conditions,

historical loss and collection experience, risk characteristics of the

portfolio, underlying collateral values, credit concentrations, industry

risk, degree of off-balance sheet risk and other factors which, in

management's judgment, deserve current recognition.

Specific reserves are established for any impaired commercial, commercial

real estate, and real estate construction loan for which the recorded

investment in the loan exceeds the measured value of the loan. Loans subject

to impairment valuation are defined as nonaccrual loans, exclusive of smaller

balance homogenous loans such as home equity, credit card, installment and

1-4 family loans. The values of loans subject to impairment valuation are

determined based on the present value of expected future cash flows, the

market price of the loans, or the fair values of the underlying collateral

if the loan is collateral dependent.

The charge-off policy of the Corporation varies with respect to the

category of, and specific circumstances surrounding, each loan under

consideration. The Corporation's policy with respect to consumer loans is

generally to charge off all such loans when deemed to be uncollectible or 120

days past due, whichever comes first. With respect to commercial, real estate,

and other loans, charge-offs are made on the basis of management's ongoing

evaluation of nonperforming and criticized loans.

Foreclosed Property The maximum carrying value for real estate acquired

through foreclosure is the lower of the recorded investment in the loan for

which the property previously served as collateral or the current appraised

value of the foreclosed property, net of the estimated selling costs. Any

writedowns required prior to actual foreclosure are charged to the reserve

for loan losses. Subsequent to foreclosure, losses on the periodic

revaluation of the property are charged to current period earnings as

noninterest expense. Gains and losses resulting from the sale of foreclosed

property are recognized in current period earnings. Costs of maintaining and

operating foreclosed property are expensed as incurred and revenues related

to foreclosed property are recorded as an offset to operating expense.

Expenditures to complete or improve foreclosed properties are capitalized if

the expenditures are expected to be recovered upon ultimate sale of the

property.

Mortgage Banking Revenues Mortgage loans held for sale are valued at the

lower of cost or aggregate market value. Gains and losses on sales of

mortgage loans are recognized at settlement dates and are determined by the

difference between sales proceeds and the carrying value of the loans. The

Corporation generally sells mortgage loans without recourse.

Income from the servicing of mortgage loans is recognized in mortgage

banking revenues, a component of noninterest income, concurrent with the

receipt of the related mortgage payments on the loans serviced. Prior to 1995,

capitalization of mortgage servicing rights was limited to servicing purchased

from third parties. Effective with the Corporation's adoption of Statement of

Financial Accounting Standards No. 122, "Accounting for Mortgage Servicing

Rights" in 1995, the value of purchased and originated mortgage servicing

rights is capitalized and amortized in proportion to, and over the period of

estimated net servicing income as a reduction of mortgage banking revenues.

The value of mortgage servicing rights is determined based on the present

value of estimated expected future cash flows, using assumptions as to current

market discount rate, prepayment speeds and servicing costs per loan. Mortgage

servicing rights are stratified by loan type and interest rate for purposes of

impairment measurement. Loan types include government, conventional, private,

and adjustable-rate mortgage loans. Impairment losses are recognized to the

extent the unamortized mortgage servicing right for each stratum exceeds the

current market value, as reductions in the carrying value of the asset,

through the use of a valuation allowance, with a corresponding reduction to

mortgage banking revenues. The Corporation recognizes gains or losses on the

sales of mortgage servicing rights when all risks and rewards have been

irrevocably passed to the purchaser.

Trust Assets and Fees The Corporation's trust function manages assets in a

fiduciary or agent capacity; accordingly, such assets are not included in the

consolidated balance sheet of the Corporation. Fee income derived from

managing trust assets is recognized on an accrual basis.

Segregated Assets Segregated assets represent loans acquired in an

FDIC assisted transaction that are covered under a loss sharing arrangement

with the FDIC and possess more than the normal risk of collectibility. These

assets consist of loans that at acquisition were or have since become

classified as nonperforming loans or foreclosed property and are segregated

from other performing assets covered under the loss sharing arrangement.

The Corporation's primary purpose in managing a portfolio of this nature

is to provide ongoing collection and control activities on behalf of the FDIC.

Accordingly, these assets do not represent loans made in the ordinary course

of business and, due to the underlying nature of this liquidating asset pool,

are excluded from the Corporation's nonperforming asset statistics. Income

from the segregated asset pool is generally recognized on a cash basis as a

component of noninterest income. If collection of the unguaranteed portion of

the segregated asset is doubtful, income payments are applied to reduce the

principal balance to the extent of the government guarantee.

Interest Rate Swaps Interest rate swap transactions are utilized as part of

the Corporation's overall asset/liability management strategy to alter the

rate sensitivity characteristics of various assets and liabilities. Although

the notional amounts of these transactions are not reflected in the financial

statements, the interest differentials are recognized on an accrual basis

over the terms of the agreements as an adjustment to interest income or

interest expense of the related asset or liability. To qualify for accrual

accounting, the swaps must be designated to interest-bearing assets or

liabilities and alter their interest rate characteristics over the term of

the agreements. If an interest rate swap is terminated prior to maturity, any

realized gains and losses are deferred and amortized over the remaining life

of the contract. In the event the designated asset or liability is sold or

extinguished prior to maturity, fair value recognition is required and any

gains or losses are recognized in income.

Interest rate swaps entered into for trading purposes on the behalf of

customers are accounted for on a mark to market basis. Accordingly, realized

and unrealized gains and losses associated with this activity are reflected

as investment banking revenues, a component of noninterest income.

Foreign Exchange Contracts The Corporation's banking subsidiaries trade

foreign currencies on behalf of their customers and for their own account

and, by policy, do not maintain significant open positions. Foreign exchange

contracts are valued at the current prevailing rates of exchange and any

profit or loss resulting from such valuation is included in current

operations as a component of investment banking revenues.

Property and Equipment Property and equipment are stated at cost less

accumulated depreciation and amortization. Depreciation and amortization are

recognized principally by the straight-line method applied over the estimated

useful lives of the assets, which are 10 to 50 years for buildings and 3 to

25 years for fixtures and equipment. Leasehold improvements are generally

amortized over the lease term, not to exceed 10 years.

Intangible Assets Goodwill arising from acquisitions consummated subsequent

to 1985 is being amortized on a straight-line basis over the periods

benefitted, ranging from 4-20 years. For acquisitions consummated in 1983 and

1985, goodwill is being amortized on a straight-line basis over 25 years, and

goodwill related to acquisitions prior to 1983 is being amortized on a

straight-line basis over 40 years. Core deposit intangibles and credit card

premiums are amortized over their useful economic lives on an accelerated

basis, not to exceed 10 years.

Income Taxes The Corporation accounts for income taxes under the asset and

liability method. Income tax expense is reported as the total of current income

taxes payable and the net change in deferred income taxes provided for

temporary differences. Deferred income taxes reflect the net tax effects of

temporary differences between the carrying values of assets and liabilities for

financial reporting purposes and the values used for income tax purposes.

Deferred income taxes are recorded at the statutory Federal and state tax rates

in effect at the time that the temporary differences are expected to reverse.

The Corporation files a consolidated Federal income tax return which

includes all its subsidiaries except for the credit life insurance company.

Income tax expense is allocated among the parent company and its subsidiaries

as if each had filed a separate tax return.

Net Income Per Share Net income per share is calculated by dividing net

income (after deducting dividends on preferred stock) by the weighted

average number of common shares outstanding. Common stock equivalents

have no material dilutive effect.

The net income per share calculation for 1995, 1994 and 1993 is

summarized as follows:

2 CHANGES IN ACCOUNTING POLICIES

On January 1, 1995, The Corporation adopted Financial Accounting Standards

No. 114 (SFAS No. 114), "Accounting by Creditors for Impairment of a Loan"

and No. 118 (SFAS No. 118), "Accounting by Creditors for Impairment of a

Loan--Income Recognition and Disclosures." These statements require that

certain impaired loans be measured based on either the present value of

expected future cash flows discounted at the loan's effective rate, the

market price of the loan, or the fair value of the underlying collateral if

the loan is collateral dependent. The statements further require that

specific reserves be established for any impaired loan for which the recorded

investment exceeds the measured value of the loan. SFAS No. 114 and SFAS No.

118 do not apply to smaller balance, homogenous loans, which the Corporation

has identified as consumer loans, such as home equity, credit card,

installment and 1-4 family residential loans. Adoption of these standards had

no material impact on the Corporation's loan quality statistics or reserve

levels and had no effect on 1995 earnings.

In the second quarter of 1995, the Corporation adopted Statement of

Financial Accounting Standards No. 122 (SFAS No. 122), "Accounting for

Mortgage Servicing Rights." SFAS No. 122 requires capitalization of purchased

mortgage servicing rights as well as internally originated mortgage servicing

rights. These mortgage servicing rights are amortized in proportion to, and

over the period of estimated net servicing income. Adoption of SFAS No. 122

increased mortgage banking revenues in 1995 by approximately $5.8 million, net

of amortization, and increased net income by approximately $3.6 million.

In 1994, the Corporation adopted Financial Accounting Standards No. 112

(SFAS No. 112), "Employers' Accounting for Postemployment Benefits." SFAS No.

112 requires recognition of the cost to provide postemployment benefits on an

accrual basis. The Corporation's existing accounting policies were in general

compliance with the requirements of SFAS No. 112. Accordingly, adoption of

this standard had no material impact on the level of postemployment expense.

3 ACQUISITIONS

Purchase Acquisitions Results of operations of companies which are acquired

and subject to purchase accounting treatment are included from dates of

acquisition. Three purchase acquisitions were consummated in 1995. Disclosure

of pro forma condensed results of operations as if these acquisitions were

consummated as of the beginning of the period have been omitted due to the

immaterial effect on operations.

Other information regarding purchase acquisitions is summarized as

follows:

Pooling Acquisitions When material, results of operations of

companies which are acquired and subject to pooling of interests

accounting are reflected on a combined basis from the earliest period

presented.

On January 31, 1996, the Corporation consummated the acquisition

of Fourth Financial Corporation (Fourth Financial), headquartered in

Wichita, Kansas, resulting in the issuance of approximately 28.5

million shares of common stock. In addition, the Corporation exchanged

one share of new preferred stock for each Fourth Financial preferred

share, resulting in the issuance of approximately 248,000 shares of

preferred stock. The preferred stock is convertible into approximately

3.4 million shares of common stock. Fourth Financial, subsequently renamed

BBI Kansas, Inc., was the largest banking company in Kansas, with approximately

$7.5 billion in assets, operating 87 retail banking offices in Kansas and 56 in

Oklahoma. Nonrecurring after-tax merger expenses related to this acquisition

totaled $29.3 million or $.19 per share, comprised primarily of

investment banking and other professional fees, severance costs,

obsolete equipment write-offs and estimated costs to close duplicate

branches, and were recognized in the first quarter of 1996. The

accompanying financial statements reflect the results of operations of

the Corporation and Fourth Financial on a combined basis from the

earliest period presented.

On January 31, 1995, the Corporation consummated the acquisition of

National Mortgage Company and certain affiliates (National Mortgage),

resulting in the issuance of approximately 5.0 million shares of common

stock. National Mortgage, subsequently renamed Boatmen's National Mortgage,

Inc., headquartered in Memphis, Tennessee, is a full-service mortgage

banking

company and presently services mortgage loans totaling approximately $23

billion. Nonrecurring after-tax merger expenses related to this acquisition

totaled $7.0 million or $.04 per share, comprised primarily of investment

banking and other professional fees, severance costs and abandonment of

equipment and software, and were recognized in the first quarter of 1995.

On January 31, 1995, the Corporation consummated the acquisition of

Dalhart Bancshares, Inc. (Dalhart), resulting in the issuance of

approximately .7 million shares of common stock. Dalhart, with assets of

approximately $140 million, is located in north Texas and was merged into

the Corporation's Amarillo subsidiary.

On February 28, 1995, the Corporation consummated the acquisition of

Worthen Banking Corporation (Worthen), headquartered in Little Rock,

Arkansas, resulting in the issuance of approximately 17.1 million shares of

common stock. Worthen, subsequently renamed Boatmen's Arkansas, Inc., was

the second largest banking organization in Arkansas, with approximately

$3.5 billion in assets. Nonrecurring after-tax merger expenses related to

this acquisition totaled $12.3 million or $.08 per share, comprised

primarily of investment banking and other professional fees, severance

costs, obsolete equipment write-offs and estimated costs to close duplicate

branches, and were recognized in the first quarter of 1995.

On May 31, 1995, the Corporation consummated the acquisition of First

National Bank in Pampa (Pampa), resulting in the issuance of approximately

1.35 million shares of common stock. At acquisition, Pampa had

approximately $166 million in assets and was merged into the Corporation's

Amarillo subsidiary.

On March 31, 1994, the Corporation consummated the acquisition of

Woodland Bancorp, Inc. (Woodland), resulting in the issuance of

approximately .4 million shares of common stock. Woodland, a retail banking

organization with assets of approximately $65 million, is located in Tulsa,

Oklahoma and was merged into the Corporation's Oklahoma bank. The results

of operations of Woodland, which qualified as a pooling of interests, are

not included in the consolidated financial statements prior to January 1,

1994, due to the immaterial effect on the Corporation's financial results.

On November 30, 1993, the Corporation consummated the acquisition of

First Amarillo Bancorporation, Inc. (Amarillo), resulting in the issuance

of approximately 5.9 million shares of common stock. Amarillo, subsequently

renamed Boatmen's Texas, Inc., had approximately $.8 billion in assets at

acquisition, and is headquartered in Amarillo, Texas. Nonrecurring after-

tax merger expenses related to this acquisition totaled $3.8 million,

comprised primarily of investment banking fees, compensation-related

expense and abandonment of equipment and software.

Net interest income and net income as previously reported for the

Corporation and the five pooling-of-interests acquisitions completed in

1995 and 1996 are summarized as follows:

Pending Acquisition On August 30, 1995, the Corporation announced a

definitive agreement to acquire Tom Green National Bank, located in San

Angelo, Texas, in a stock transaction to be accounted for as a purchase.

The acquisition of Tom Green National Bank, with assets of approximately

$80 million, will result in the issuance of approximately .2 million shares

of common stock from treasury stock acquired in the open market. This

transaction is expected to be completed in the first quarter of 1996.

4 HELD TO MATURITY SECURITIES

The amortized cost and approximate market value of held to maturity

securities are summarized as follows:

Effective December 15, 1995, the Corporation transferred approximately

$5.7 billion of held to maturity securities to available for sale as

permitted under the Statement of Financial Accounting Standards Board

Special Report, "A Guide to Implementation of Statement 115 on Accounting

for Certain Investments in Debt and Equity Securities," issued in November

1995. The amortized cost of such securities exceeded fair value by

approximately $16.8 million, resulting in an after-tax decrease to

stockholders' equity of $10.4 million. The transfer had no effect on 1995

earnings.

The maturity distribution of held to maturity securities at December

31, 1995 is summarized as follows:

There were no sales of held to maturity securities in 1995 or 1994. Gross

realized gains in 1993 totaled $9.9 million and gross realized losses were

$1.3 million.

5 AVAILABLE FOR SALE SECURITIES

The amortized cost and approximate market value of available for sale

securities are summarized as follows:

The maturity distribution of available for sale securities at December 31,

1995 is summarized as follows:

Available for sale securities at December 31, 1995 include mortgage-backed

government guaranteed agency securities of $6.5 billion and private issue

mortgage-backed securities totaling $.7 billion.

Sales and redemptions of available for sale securities resulted in

realized gains and losses as follows:

Held to maturity and available for sale securities with book values

totaling $5,699,399 and $6,279,181 at December 31, 1995 and 1994,

respectively, were pledged to secure public deposits, trust deposits, and

for other purposes required by law.

6 LOANS

A summary of loan categories is as follows:

Nonperforming assets, consisting of nonperforming loans and foreclosed

property, are summarized as follows:

Gross interest income which would have been recorded, if all nonaccrual

and restructured loans at year end had been current in accordance with

original terms, amounted to $14.6 million in 1995 and $15.3 million in 1994.

Actual interest recorded amounted to $5.7 million in 1995 and $4.0 million in

1994.

At December 31, 1995, the recorded investment in loans that are considered

to be impaired under SFAS No. 114 and SFAS No. 118 totaled approximately $138.2

million, and the reserve for loan losses included approximately $7.1 million

allocated to $20.9 million of impaired loans. In 1995, impaired loans averaged

$109.7 million and cash basis interest recognition on these loans, during the

time that they were impaired, totaled less than $1 million.

Following is a summary of activity for 1995 regarding loans extended to

directors and executive officers of the Corporation and its largest

subsidiaries or to enterprises in which said individuals had beneficial

interests. Such loans were made in the normal course of business on

substantially the same terms, including interest rates and collateral, as

those prevailing at the same time for comparable transactions with other

persons.

The following summarizes activity in the reserve for loan losses:

7 PROPERTY AND EQUIPMENT

Property and equipment are summarized as follows:

Depreciation and amortization charged to expense in 1995, 1994 and 1993

amounted to $97,340, $92,481, and $82,955, respectively.

At December 31, 1995, the Corporation was obligated under long-term

leases, principally related to the use of land, buildings, and equipment in

banking operations. The following table summarizes future minimum rental

payments required under leases which have initial or remaining noncancellable

lease terms in excess of one year.

Lease provisions that would cause rentals to vary from those reflected

above are not material. Property taxes, insurance, and maintenance expense

related to property under lease are principally paid by the Corporation. Total

rental expense for all operating leases amounted to $33,610, $35,616, and

$42,515 in 1995, 1994, and 1993, respectively.

In March, 1995, the Financial Accounting Standards Board issued Statement

of Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived

Assets to be Disposed Of." This statement requires that long-lived assets and

certain identifiable intangibles to be held and used by a company be reviewed

for impairment whenever events or changes in circumstances indicate that the

carrying amount of an asset may not be recoverable. If such conditions exist,

companies must estimate the future cash flows from use of the asset and, if

the sum of the undiscounted estimated future cash flows is less than the

carrying amount of the asset, an impairment loss would be recognized. This

pronouncement becomes effective in 1996 and is not expected to have a

material effect on the Corporation's financial results.

8 INTANGIBLE ASSETS

Intangible assets, net of accumulated amortization are summarized as

follows:

Intangible assets amortization charged to noninterest expense in 1995,

1994, and 1993 amounted to $44,313, $45,306, and $46,654, respectively.

Amortization of mortgage servicing rights charged to mortgage banking

revenues in 1995, 1994, and 1993 totaled $9,839, $17,166, and $19,244,

respectively. In 1995, the Corporation capitalized approximately $40 million

of mortgage servicing rights, and sold mortgage servicing rights with a net

book value of approximately $4 million. The fair value of mortgage

servicing rights at December 31, 1995 was approximately $87.1 million. At

December 31, 1995, no impairment writedown was required as the fair value of

the mortgage servicing rights exceeded carrying value.

9 SEGREGATED ASSETS

Included in other assets at December 31, 1995 are segregated assets

totaling $103.3 million net of a valuation allowance of $13.3 million. As part

of the regulatory assisted acquisition of Missouri Bridge Bank, N.A. (Bridge

Bank), on April 23, 1993, the Corporation entered into a five-year

loss-sharing arrangement with the FDIC with respect to approximately $950

million in multi-family residential, commercial real estate, construction and

commercial loans. During the five-year period, the FDIC will reimburse the

Corporation for 80 percent of the first $92.0 million of net charge-offs on

these loans, after which the FDIC will increase its reimbursement coverage to

95 percent of additional charge-offs. During this period and for two years

thereafter, the Corporation is obligated to pay the FDIC 80 percent of all

recoveries on charged off loans.

Segregated assets are those loans acquired from the Bridge Bank and

covered under the loss-sharing arrangement with the FDIC that possess more

than the normal risk of collectibility. These assets consist of loans that at

acquisition were or have since become classified as nonperforming loans or

foreclosed property.

The Corporation's primary purpose in managing a portfolio of this nature

is to provide ongoing collection and control activities on behalf of the FDIC.

Accordingly, these assets do not represent loans made in the ordinary course

of business and, due to the underlying nature of this liquidating asset pool,

are excluded from the Corporation's nonperforming asset statistics.

A summary of activity regarding the segregated asset pool for the years

ended December 31, 1995 and 1994, is provided below.

10 DEPOSITS

Deposits are summarized as follows:

11 RESERVES ON DEPOSITS

Required reserves on deposits, included in the caption "Cash and due from

banks," were $487,835 and $754,741 at December 31, 1995 and 1994,

respectively.

12 FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER REPURCHASE AGREEMENTS

Federal funds purchased and securities sold under repurchase agreements

generally represent borrowings with overnight maturities. Information

relating to these borrowings is summarized as follows:

13 SHORT-TERM BORROWINGS

Short-term borrowings are summarized as follows:

Information relating to short-term bank notes is summarized as follows:

In 1995, approximately $.9 million of the short-term bank notes were

converted to fixed rate debt through the use of interest rate swaps.

Commercial paper is issued by the parent company in maturities not to

exceed nine months. The short-term bank notes are issued by the Corporation's

banking subsidiaries generally with maturities of less than one year. Other

short-term funds consisted principally of treasury, tax and loan accounts. At

December 31, 1995, the parent company had available additional credit totaling

$100 million under a revolving credit agreement, all of which was unused. The

revolving credit agreement is a three year facility extending to September,

1997.

14 LONG-TERM DEBT

Long-term debt is summarized as follows:

The 7-5/8% subordinated notes and the 6-3/4% subordinated notes have been

effectively converted to variable rate debt for a portion of the term through

the use of interest rate swaps. The average interest rates paid on these notes

in 1995 and 1994 were 8.53% and 6.77%, respectively. These notes, and the

8-5/8% and 9-1/4% subordinated notes, are not redeemable by the holders or the

Corporation prior to maturity.

The 6-1/4% convertible subordinated debentures are redeemable at the option

of the holder without payment of premium by the Corporation. Redemption rights

are subject to an annual noncumulative principal limitation of $25 thousand

per holder and $1.2 million in the aggregate. Prepayments in whole or in part

may be made at the option of the Corporation with payment of premium. The

debentures are convertible into common stock of the Corporation at a

conversion price of $16.71 per share, subject to adjustments under certain

circumstances. During 1995, 1994 and 1993, $.1 million, $.3 million and $.2

million of the debentures, respectively, were converted into common stock.

The 12% note due in 1998 may not be prepaid at the option of the

Corporation.

The senior notes due 1998-2000 are unsecured and provide for payment of

interest semi-annually with principal payable at maturity. Maturities are $10

million due in 1998 priced to yield 7.21%, $10 million due in 1999 priced to

yield 7.56%, and $23 million due in 2000 priced to yield 7.81%.

The Federal Home Loan Bank notes may be prepaid at the option of the

Corporation with payment of premium.

The other notes due through 1997 were prepaid in full in 1995 and

represented long-term debt obligations of the Corporation's mortgage banking

subsidiary acquired in 1995.

The 6.55% mortgage note requires monthly principal and interest payments

of $252 thousand. The Corporation may prepay the note without payment of

premium.

The 8.60% term note and 7.41% notes payable were paid in full in 1995

and represented long-term debt obligations of Fourth Financial Corporation,

acquired in 1996.

Several of the note agreements contain various financial covenants

pertaining to minimum levels of net worth, limitations on additional

indebtedness, and limitations on repurchases of common stock and dividend

payments. The Corporation was in compliance with all such covenants at

December 31, 1995.

Obligations of the parent company included above are unsecured, and to a

large extent are subordinated in right of payment to any other indebtedness of

the Corporation. The indebtedness of the banking subsidiaries is subordinated

to rights of depositors.

Scheduled principal payments on total long-term debt in each of the five

years subsequent to December 31, 1995 are as follows:

15 PREFERRED STOCK

At December 31, 1995, there were outstanding 9,609 shares of 7%

Cumulative Redeemable Preferred Stock, Series B, $100 per share stated

value. Dividends are payable quarterly. The stock is redeemable at the

stated value at the option of the holders and has equal voting rights

with each share of common stock.

At December 31, 1995, there were outstanding 248,310 shares of

nonvoting Class A Cumulative Convertible Preferred Stock. This

preferred stock was issued in the form of 4,000,000 depositary shares,

each representing a 1/16 interest in a share of preferred stock and each

having a liquidation preference of $25. Dividends are payable quarterly

at an annual rate of $1.75 per depositary share. The depositary shares

are not redeemable by the Corporation prior to March 1, 1997. However,

they may be converted at the election of shareholders into shares of the

Corporation's common stock at a conversion price of $29 per common

share. At December 31, 1995, there were 3,972,960 depositary shares

outstanding which could be converted into 3,424,972 shares of the

Corporation's common stock.

16 COMMON STOCK

On August 10, 1993, the Corporation declared a two-for-one stock

split, which was effected as a 100% stock dividend to stockholders of

record on August 31, 1993 and paid on October 1, 1993. The Corporation

maintains various stock option plans which provide for the issuance of

stock to certain key employees of the Corporation. Under certain plans,

stock appreciation rights may be granted. The option price under these

plans is equivalent to the fair market value of the common stock at the

date of grant. The Corporation accounts for its stock options in

accordance with APB Opinion No. 25, "Accounting for Stock Issued to

Employees."

Prior to the merger, Fourth Financial had stock option plans

under which options were granted. Options may no longer be granted under

these plans. Such options outstanding upon consummation were generally

converted into options to purchase the Corporation's common stock under

conversion terms stipulated in the merger agreement.

The following table summarizes the status of the various plans.

A summary of the Corporation's common stock related plans is provided

below. Compensation expense related to the common stock plans totaled $18.2

million in 1995, $15.0 million in 1994, and $13.8 million in 1993.

1990 Stock Purchase Plan for Employees This Plan provides eligible employees

of the Corporation and its subsidiaries with the opportunity to purchase, at

market value, with the Corporation providing a one-third matching

contribution, common stock of the Corporation through regular payroll

deductions. The aggregate number of shares issuable under this Plan is limited

to 2,000,000 shares, and as of December 31, 1995, approximately 6,390

employees were participating in the Plan.

Dividend Reinvestment and Stock Purchase Plan 1,600,000 shares of the

Corporation's common stock have been reserved for sale, at market value,

pursuant to this plan, to holders of record of shares of common stock who

elect to use quarterly dividends or optional cash contributions to purchase

additional shares.

Thrift Incentive 401(k) Plan This is a savings plan for the benefit of

employees of the Corporation and its subsidiaries. Participation by eligible

employees is voluntary, and participants may contribute at least 2% and up to

12% of their salary, up to certain limits, by regular payroll deductions. All

participants' contributions are invested by the trustee, as directed by the

participant, in various investment funds, one of which consists solely of the

Corporation's common stock. The Corporation matches the contribution made by

the employee, in full, up to 3%, which is invested in a separate fund

consisting solely of the Corporation's common stock.

Shareholder Rights Plan In 1990, the Board of Directors of the Corporation

declared a dividend of one preferred share purchase right (a "Right") for each

outstanding share of common stock. The Rights trade automatically with shares

of common stock and become exercisable only under certain circumstances. The

Rights are designed to protect the interests of the Corporation and its

shareholders against coercive takeover tactics. The purpose of the Rights is

to encourage potential acquirers to negotiate with the Corporation's Board of

Directors prior to attempting a takeover and to give the Board leverage in

negotiating on behalf of all shareholders the terms of any proposed takeover.

17 REGULATORY CAPITAL

The Corporation's regulatory capital is summarized as follows:

The Corporation's risk-based capital and Tier I leverage ratios

substantially exceed the regulatory required minimums and, at December 31,

1995, all of the Corporation's subsidiaries were considered "well capitalized"

based on regulatory defined minimums.

18 RETIREMENT BENEFITS

Substantially all employees of the Corporation and its subsidiaries are

covered by the Boatmen's Bancshares, Inc. Retirement Plan for Employees, a

noncontributory defined benefit plan, or in the case of Fourth Financial

employees, the Fourth Financial Plan, which is in the process of being

merged with the Boatmen's Retirement Plan. Pension benefits are based upon

the employee's length of service and compensation during the final years of

employment. Normal service costs are funded currently using the projected

unit credit method.

An amendment was made to the Plan as of December 31, 1995 to standardize

credited service, which had the effect of increasing the projected benefit

obligation by approximately $22.8 million.

Contributions to the Plan totaled $7.9 million in 1995, $8.0 million in

1994, and $13.8 million in 1993.

Net pension expense for 1995, 1994 and 1993 was comprised of the

following:

The following table sets forth the retirement plan's funded status and

amounts recognized in the Corporation's consolidated financial statements:

Assumptions used in computing pension expense were:

The weighted average discount rate and rate of increase in future

compensation levels used in determining the actuarial present value of the

projected benefit obligation were 7.25% and 4.70%-5.00%, respectively, at

December 31, 1995 and 8.50%-8.75% and 4.70%-5.50% respectively, at December

31, 1994.

The Corporation provides postemployment life and contributory medical

benefits to retired employees. The liability for such benefits is unfunded and

costs of such benefits are accrued in a manner similar to actual pension

costs.

The following table presents the status of the plans:

Net postretirement benefit cost included the following components:

The weighted-average annual assumed rate of increase in the per capita

cost of covered benefits for the medical plan is 9.00% for 1996 (compared to

10.00% assumed for 1995) and is assumed to decrease gradually to 5.00% in 2003

and remain at that level thereafter. The health care cost trend rate

assumption has a significant effect on the amounts reported. For example,

increasing the assumed health care trend rates by one percentage point in each

year would increase the accumulated postretirement benefit obligation for the

medical plan as of December 31, 1995 by $6.7 million, and the aggregate of the

service and interest cost components of net periodic postretirement benefit

cost for 1995 by $.7 million. The weighted-average discount rate used in

determining the accumulated postretirement benefit obligation was 7.25% at

December 31, 1995 and 8.50% at December 31, 1994.

19 INCOME TAXES

Income tax expense is summarized as follows:

A reconciliation of the statutory Federal income tax rate with the

effective tax rate is as follows:

The Corporation's deferred tax asset account was comprised of the

following:

At December 31, 1995, the Corporation had net operating loss carryforwards

of $48,798, all of which relate to net operating losses of acquired companies.

Net operating loss carryforwards expire in years 1999 through 2007.

The Corporation has determined that it is not required to establish a

valuation allowance for the deferred tax asset since it is more likely than

not that the deferred asset of $141,596 will be realized through either

carryback to taxable income in prior years, future reversals of existing

taxable temporary differences and, to a lesser extent, future taxable income.

20 FAIR VALUE OF FINANCIAL INSTRUMENTS

The reported fair values of financial instruments are based on a variety

of factors. Where possible, fair values represent quoted market prices for

identical or comparable instruments. In other cases, fair values have been

estimated based on assumptions concerning the amount and timing of estimated

future cash flows and assumed discount rates reflecting varying degrees of

risk. Intangible values assigned to customer relationships are not reflected

in the reported fair values. Accordingly, the fair values may not represent

actual values of the financial instruments that could have been realized as of

year end or that will be realized in the future.

The carrying amounts reported in the balance sheet for cash and due from

banks, short-term investments, Federal funds sold and securities purchased

under resale agreements approximate fair value.

Fair values for held to maturity securities, available for sale

securities, and trading securities are based on quoted market prices or dealer

quotes. If quoted prices are not available for the specific security, fair

values are based on quoted market prices of comparable instruments.

The fair values of 1-4 family residential loans, home equity and other

homogeneous categories of consumer loans are estimated using quoted market

prices for similar traded loans or securities backed by such loans, adjusted

for differences between the quoted instruments and the instrument being

valued. The fair values for other loans are estimated using a discounted cash

flow analysis, based on interest rates currently offered for loans with

similar terms to borrowers of similar credit quality or in some situations,

due to the variable rate nature of the instrument, carrying value and fair

value are considered one and the same.

Fair values for nonperforming loans are estimated using assumptions

regarding current assessments of collectibility and historical loss

experience.

By definition fair values of deposits with no stated maturities, such as

demand deposits, savings and NOW accounts and money market deposit accounts,

are equal to the amounts payable on demand at the reporting date. The fair

values of all other fixed rate deposits are based on discounted cash flows

using rates currently offered for deposits of similar remaining maturities.

The carrying amounts of variable rate deposits approximate fair value at the

reporting date.

The carrying amounts of Federal funds purchased and other short-term

borrowings approximate their fair values as of the reporting date.

The fair value of long-term debt is based on quoted market prices for

similar issues, or current rates offered to the Corporation for debt of the

same remaining maturity.

The fair values of interest rate swaps and foreign exchange contracts are

estimated using dealer quotes. These values represent the costs to replace all

outstanding contracts at current market rates, taking into consideration the

current credit worthiness of the counterparties. The fair values of loan

commitments, commercial letters of credit and standby letters of credit are

determined using estimated fees currently charged to enter into similar

agreements. The fair value of loan commitments totaled approximately $1.9

million and $1.1 million at December 31, 1995 and 1994, respectively. The fair

value of commercial and standby letters of credit totaled approximately $1.5

million and $1.3 million at December 31, 1995 and 1994, respectively.

The estimated fair values of the Corporation's financial instruments were

as follows:

21 FINANCIAL INSTRUMENTS

WITH OFF-BALANCE SHEET RISK

In the normal course of business, the Corporation utilizes a variety of

off-balance sheet financial instruments to service the financial needs of

customers and to manage the Corporation's overall asset/liability position.

This activity includes commitments to extend credit, standby and commercial

letters of credit, securities lending, interest rate swaps and foreign

exchange contracts. Each of these instruments involve varying degrees of risk.

As such, the contract or notional amounts of these instruments may or may not

be an appropriate indicator of the credit or market risk associated with these

instruments.

Generally accepted accounting principles recognize these instruments as

contingent obligations or off-balance sheet items and accordingly, the

contract or notional amounts are not reflected in the consolidated financial

statements.

A summary of the Corporation's off-balance sheet financial instruments at

December 31, 1995 and 1994 is presented as follows.

A loan commitment represents a contractual agreement to lend up to a

specified amount, over a stated period of time as long as there is no

violation of any condition established in the contract, and generally requires

the payment of a fee. Standby letters of credit are issued to improve a

customer's credit standing with third parties, whereby the Corporation agrees

to honor a financial commitment by issuing a guarantee to third parties in the

event the Corporation's customer fails to perform. Since loan commitment

amounts generally exceed actual funding requirements and virtually all of the

standby letters of credit are expected to expire unfunded, the total

commitment amounts do not represent future cash requirements. The

Corporation's exposure to credit loss from loan commitments, standby letters

of credit and commercial letters of credit is measured by the contract amount

of these instruments. This credit risk is minimized by subjecting these

off-balance sheet instruments to the same credit policies and underwriting

standards used when making loans. The Corporation evaluates each customer's

credit worthiness on a case-by-case basis. The amount of collateral obtained,

if deemed necessary, is based on such evaluations. Acceptable collateral

includes cash or cash equivalents, marketable securities, deeds of trust,

receivables, inventory, fixed assets and financial guarantees. Interest rates,

in the event funding of the aforementioned commitments are required, are

predominantly based on floating rates or prevailing market rates at the time

such commitments are funded. Substantially all of these commitments expire in

1-2 years unless renewed by the Corporation. Commercial letters of credit are

short-term commitments issued for trade purposes, primarily to finance the

movement of goods between a buyer and seller dealing in international markets.

The Corporation, through its mortgage banking subsidiary, obtains mandatory

forward commitments of up to 120 days to sell mortgage backed securities to

hedge the market risk associated with a substantial portion of the mortgage

loan commitments that are expected to close (mortgage loan pipeline), and all

mortgage loans held for sale. The Company's risk management function closely

monitors the mortgage loan pipeline to determine appropriate forward

commitment coverage on a daily basis in order to manage the risk inherent in

these off-balance-sheet financial instruments.

The Corporation, through its trust subsidiary, is involved in off-balance

sheet securities lending. In this capacity, the Corporation, acting as agent,

lends securities on behalf of its customers to third party borrowers. The

Corporation indemnifies its customers against losses in the event of

counterparty default, and minimizes this risk through collateral requirements

and limiting transactions to pre-approved borrowers. Collateral policies

require each borrower to initially deliver cash or securities equal to or

exceeding 102% of the market value of the securities lent. Additional

collateral is required through the term of the lending agreement to ensure

that the value of collateral exceeds the market value of the securities lent.

Interest rate risk associated with securities lending activities arises from

rate movements affecting the spread between the rebate rate paid to the

borrower on his collateral and the rate earned on that collateral. This risk

is controlled through policies that limit the level of interest rate risk

which can be undertaken.

The Corporation enters into interest rate swap transactions primarily as

part of its asset/liability management strategy to manage interest-rate risk.

These transactions involve the exchange of interest payments based on a

notional amount. The notional amounts of interest rate swaps express the

volume of transactions and are not an appropriate indicator of the off-balance

sheet market risk or credit risk. The credit risk associated with interest

rate swaps arises from the counterparties' failure to meet the terms of the

agreements and is limited to the fair value of contracts in a gain (favorable)

position. The Corporation manages this risk by maintaining a well-diversified

portfolio of highly-rated counterparties in addition to imposing limits as to

types, amounts and degree of risk the portfolio can undertake. The limits are

approved by senior management and positions are monitored to ensure compliance

with such limits. The credit risk exposure at December 31, 1995 is minimal as

virtually all contracts were in an unfavorable position.

An effective asset/liability management function is required to address

the interest rate risk inherent in the Corporation's core banking activities.

If no other management action is taken, these core banking activities, which

include lending and deposit products, result in an asset-sensitive position.

Accordingly, the Corporation utilizes a variety of discretionary on- and

off-balance sheet strategies to prudently manage the overall interest rate

sensitivity position. The Corporation's interest rate risk exposure is

currently limited, by policy, to 5% of projected annual net income. Adherence

to these risk limits is controlled and monitored through simulation modeling

techniques that consider the impact alternative interest rate scenarios will

have on the Corporation's financial results.

In 1995, $850 million of new swaps were added and $578 million matured

such that at December 31, 1995, interest rate swaps totaled $2.8 billion. The

most recent swaps were executed as a means to convert a portion of the

Corporation's variable rate bank notes to fixed rate instruments. Interest

rate swaps executed in prior years were undertaken to modify the interest rate

sensitivity of subordinated debt as well as alter the interest rate

sensitivity of the Corporation's prime-based loan portfolio, converting a

portion of these loans to fixed rate instruments. Additionally, the

Corporation has utilized swaps to convert a portion of its long-term fixed

rate debt to a floating rate basis. Periodic correlation assessments are

performed to ensure that the swap instruments are effectively modifying the

interest rate characteristics of the respective balance sheet items.

As summarized in the following table, the swap portfolio is primarily

comprised of contracts wherein the Corporation receives a fixed rate of

interest while paying a variable rate. As such, the income contribution from

the swap portfolio will decrease in a rising rate environment and increase in

a falling rate environment. The average rate received at December 31, 1995,

was 5.71% compared to an average rate paid of 6.09%, and the average remaining

maturity of the total portfolio was less than one year. The variable rate

component of the interest rate swaps is based on LIBOR as of the most recent

reset date. The interest rate swaps are not leveraged in that they reset in

step with rate movements in the underlying index.

A summary of the interest rate swap activity for the years ended December

31, 1995 and December 31, 1994 is provided below.

Summarized below is the unrealized gain (loss) of the swap portfolio at

December 31, 1995 and 1994.

Interest income and expense on interest rate swaps used to manage the

Corporation's overall interest rate sensitivity position is recorded on an

accrual basis as an adjustment of the yield of the related asset or liability

over the periods covered by the contracts.

The swap portfolio decreased net interest income by approximately $13

million in 1995, resulting in a reduction in the net interest margin of

approximately 4 basis points. In 1994, the swap portfolio increased net

interest income by $16 million adding approximately 5 basis points to the

margin. Based on interest rates at December 31, 1995, it is anticipated that

the swap portfolio will reduce net interest income by approximately $5 million

in 1996 and approximately $1 million in 1997; however, it is anticipated that

these declines will be offset by a higher contribution from core banking

activities. The estimated fair value of the swap portfolio, based on dealer

quotes, was an unrealized loss of $5.2 million at December 31, 1995, compared

to an unrealized loss of $174.3 million at December 31, 1994. The

Corporation's operating and liquidity position is not expected to be

materially impacted by the unrealized loss inherent in the swap portfolio.

Approximately 60% of the portfolio is comprised of indexed amortizing

swaps, whereby the maturity distribution could lengthen if interest rates

increase from current levels. Assuming interest rates were to increase 200

basis points from their current levels, the average maturity distribution of

the swap portfolio would extend by approximately 1.2 years, but in no event

would any component of the swap portfolio extend beyond 4.4 years. The

decision to use indexed amortizing swaps rather than some other financial

instrument is analogous to choices made between using on-balance sheet

instruments such as mortgage-backed securities and Treasury securities. While

both instruments can be effective at reducing the risk associated with the

asset sensitive profile of the core banking activities, the Corporation

frequently chooses to assume some modest extension/contraction characteristics

associated with investing in a mortgage-backed security. Indexed amortizing

swaps and mortgage-backed securities are similar in nature in that the

notional or principal values decline over time and changes in market rates

impact the degree to which the underlying instrument amortizes. The specific

indexed amortizing swaps used by the Corporation have a minimum term which can

potentially lengthen to a specified final maturity depending on the level of

movement in interest rates. While the underlying characteristics of the

specific indexed amortizing swaps used by the Corporation are similar to

on-balance sheet mortgage-backed securities, prepayment and other risk factors

are more predictable due to the structural features inherent in the swaps. Any

future utilization of off-balance sheet financial instruments will be

determined based upon the Corporation's overall interest rate sensitivity

position and asset/liability management strategies.

The Corporation has not terminated any of its interest rate swap

positions. Accordingly, there have been no deferred gains/losses associated

with this activity.

While the Corporation is primarily an end-user of derivative instruments,

it does act as an intermediary to meet the financial needs of its customers.

In this capacity, the Corporation executes foreign exchange transactions and

interest rate swaps to provide customers with capital markets products to

meet their financial objectives. All positions are reported at fair value and

changes in fair values are reflected in investment banking revenues as they

occur. Interest rate risk associated with the customer swap portfolio is

controlled by entering into offsetting positions with third parties. Including

these offsetting positions, the notional amount of the customer swap portfolio

at December 31, 1995 totaled approximately $852.2 million. Credit risk

associated with this activity is minimized by limiting transactions to highly

rated counterparties and through collateral agreements. Collateral is required

to be delivered when the credit risk exceeds acceptable thresholds, for

certain counterparties. Collateral thresholds are established based on the

creditworthiness of the counterparty and are bilateral. Acceptable collateral

includes U.S. Treasury and Federal agency securities. Foreign exchange

activity, which is marked to market based on prevailing rates of exchange, can

expose the Corporation to market risk, particularly when open positions exist,

and, to a lesser extent, credit risk associated with counterparties and their

ability to meet the terms of the foreign exchange contracts. The Corporation

minimizes market risk associated with foreign exchange activity by

establishing limits which prohibit traders from maintaining significant open

positions on a daily basis. The Corporation's exposure to credit risk on

foreign exchange contracts and customer swap contracts is measured as the cost

of replacing the contract in the event of default by the counterparty which is

limited to the market value of all contracts in a gain position. The

Corporation controls this credit risk by maintaining a well diversified

portfolio of highly rated counterparties and imposing counterparty limits and

collateral protection which is monitored by a credit committee for compliance.

In addition, counterparty credit risk for all derivative activity is managed

by subjecting these transactions to credit policies and underwriting standards

consistent with that used when making commitments to extend credit. At

December 31, 1995, the Corporation's credit exposure from interest rate and

foreign exchange contracts totaled $8.4 million and $10.7 million,

respectively. The following summarizes the fair value at period end and the

average fair value for the years ended December 31, 1995 and 1994 for

derivatives held or issued for trading purposes.

Net trading gains recognized in earnings on interest rate contracts

outstanding totaled $1.3 million in 1995, $.2 million in 1994 and $.8 million

in 1993. Net trading gains from foreign exchange contracts totaled $6.9

million in 1995, $5.9 million in 1994 and $5.4 million in 1993.

22 PARENT COMPANY CONDENSED

FINANCIAL STATEMENTS

Following are the condensed financial statements of Boatmen's Bancshares,

Inc. (Parent Company only) for the periods indicated:

Retained earnings include $1,887,309 and $1,692,270 of equity in

undistributed income of subsidiaries at year-end 1995 and 1994, respectively.

Annual dividend distributions to the Corporation from its banking

subsidiaries are subject to certain limitations by applicable banking

regulatory authorities. In the aggregate, the statutory maximum available

dividends which may be paid to the Corporation without prior regulatory

approval is $725,319, resulting in $2,991,210 or 80.0% of the total equity of

the subsidiaries being potentially restricted as of December 31, 1995.

Form: 8-K

Documents

EXHIBIT 99.4