PLAN DOCUMENT

PLAN DOCUMENT

BOATMEN'S SUPPLEMENTAL RETIREMENT PLAN

WHEREAS, Boatmen's Bancshares, Inc., a Missouri corporation, (the
"Corporation") desires to provide certain key executive employees of the
Corporation and its subsidiaries with supplemental benefits in addition to those
benefits provided under the Boatmen's Bancshares, Inc. Retirement Plan for
Employees.

Therefore, the Boatmen's Supplemental Retirement Plan is adopted, effective
as of August 8, 1989, as amended on January 30, 1996 and February 8, 1996, as
follows.

ARTICLE I
Definitions

Except as otherwise specified herein or in a Participant's Participation
Agreement, all capitalized terms shall have the same meanings as such terms have
under the Boatmen's Bancshares, Inc. Retirement Plan for Employees.


Section 1.1. "Board of Directors" means the Board of Directors of Boatmen's
Bancshares, Inc.

Section 1.2. "Cause" means conduct of the Participant which is finally
adjudged to be knowingly fraudulent, deliberately dishonest or willful
misconduct. The Compensation Committee of the Corporation shall have sole and
uncontrolled discretion with respect to the application of the provisions of
this Section 1 .2 and any determination shall be conclusive and binding upon the
Participant and all other persons.

Section 1.3. "Change in Control" means any of the following events:

(a) any individual, corporation (other than the Corporation), partnership,
trust, association, pool, syndicate, or any other entity or any group
of persons acting in concert becomes the beneficial owner, as that
concept is defined in Rule 13d-3 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, of
securities of the Corporation possessing twenty percent (20%) or more
of the voting power for the election of directors of the Corporation;

(b) there shall be consummated any consolidation, merger or other business
combination involving the Corporation or the securities of the
Corporation in which holders of voting securities of the Corporation
immediately prior to such consummation own, as a group, immediately
after such consummation, voting securities of the Corporation (or, if
the Corporation does not survive such transaction, voting securities
of the corporation surviving such transaction) having less than sixty
percent (60%) of the total voting power in an election of directors of
the Corporation (or such other surviving corporation);




(c) during any period of two consecutive years, individuals who at the
beginning of such period constitute the Directors of the Corporation
cease for any reason to constitute at least a majority thereof unless
the election, or the nomination for election by the Corporation's
shareholders, of each new Director of the Corporation was approved by
a vote of at least two-thirds of the Directors of the Corporation then
still in office who were Directors of the Corporation at the beginning
of any such period; or

(d) there shall be consummated any sale, lease, exchange or other transfer
(in one transaction or a series of related transactions) of all, or
substantially all, of the assets of the Corporation (on a consolidated
basis) to a party which is not controlled by or under common control
with the Corporation.

Section 1.4. "Code" means the Internal Revenue Code of 1986, as amended.

Section 1.5. "Committee" means the Boatmen's Bancshares, Inc. Compensation
Committee.

Section 1.6. "Corporation" means Boatmen's Bancshares, Inc.

Section 1.7. "Employee" means any person employed by the Corporation or any
of its subsidiaries.

Section 1.8. "Participant" means any Employee who is selected for
participation in the Plan by the Committee as provided in Article 11.

Section 1.9. "Plan" means the Boatmen's Supplemental Retirement Plan as set
forth herein and as the same may be amended from time to time.

Section 1.10. "Retirement Plan" means the Boatmen's Bancshares, Inc.
Retirement Plan for Employees.


ARTICLE II
Participation

Section 2.1. Subject to the provisions of Section 2.2, the Committee shall
have exclusive power to designate the Employees who will participate in the
Plan.

Section 2.2. Participation in the Plan shall be limited to a select group
of Employees of the Corporation and its subsidiaries who are management or
highly compensated Employees within the meaning of Section 201(2) of the
Employee Retirement Income Security Act of 1974, as amended.

Section 2.3. Each Employee selected to participate in the Plan by the
Committee shall indicate his agreement to the terms of the Plan by executing a
Participation Agreement, a form

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of which is attached hereto as Exhibit A. By means of paragraph 4 of the
Participation Agreement, an Employee and the Corporation may agree to vary the
terms of the Plan as to such Employee.

ARTICLE III
Benefits

Section 3.1. Except in the case of termination for Cause, in which event no
benefit shall be payable under the Plan, if a Participant's employment with the
Corporation or one of its subsidiaries is terminated (a) by Disability, (b)
within one (1) year after a Change in Control, (c) by the Corporation or one of
its subsidiaries after the Participant has completed five (5) years of Vesting
Service, or (d) after the Participant has satisfied the requirements for early
retirement under the Retirement Plan, the Corporation shall pay to the
Participant, in the manner provided in Article V, a benefit equal to the excess
of the benefit in (i) over the benefit in (ii) described below:

(i) the benefit which the Participant would be entitled to receive
under the Retirement Plan (based upon the terms of the Retirement Plan then
in effect) upon the Participant's termination of employment and if the
benefit under the Retirement Plan were computed

(a) including in Earnings for Retirement Plan purposes all
incentive compensation, if a Participant prior to January 1, 1996; or

(b) including in Earnings for Retirement Plan purposes annual
incentive compensation, if an individual becomes a Participant after
December 31, 1995; and

(c) without giving effect to the limitations then currently
imposed by Section 415 of the Code, the limitations of Section
1.401-4(c) of the Income Tax Regulations or their successors, or the
limitations under Section 401(a)(17) of the Code;

(ii) the benefit which the Participant would be entitled to receive
under the Retirement Plan upon the Participant's termination of employment,
if such benefit were computed without giving effect to the limitation then
currently imposed by Section 1.401-4(c) of the Income Tax Regulations or
its successor.

Section 3.2. For purposes of Section 3.1(i), a Participant whose employment
has terminated for reasons other than death or Disability within one (1) year
after a Change in Control and who is not otherwise entitled to receive a benefit
under the Retirement Plan shall be deemed to be entitled to receive a benefit
under the Retirement Plan based upon the formula set forth in the Retirement
Plan.

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ARTICLE IV
Death Benefits

Section 4.1. If the spouse of a Participant is entitled to receive a
benefit under the Retirement Plan upon the death of the Participant then such
spouse will be entitled to receive a death benefit under this Plan calculated
pursuant to the formula set forth in Article III.

ARTICLE V
Payment of Benefits

Section 5.1. Payment of benefits under the Plan will be made in the same
manner and at the same time as benefit payments to the Participant or his spouse
under the Retirement Plan.

ARTICLE VI
Claims

Section 6.1. If a claim for benefits under the Plan is denied, the
Committee will provide a written notice of the denial setting forth the specific
reasons for the denial, a description of any additional material or information
necessary for a claimant to perfect a claim, and an explanation of why such
material or information is necessary and appropriate information as to the steps
to be taken for the claim to be submitted for review. A claimant may request a
review of a denial. Such requests should be submitted to the Committee, in
writing, within 60 days after receipt of the denial notice stating the reasons
for requesting the review. A claimant may review pertinent documents and submit
issues and comments in writing. A decision will be made on the review of the
denial of a claim not later than 60 days after the Committee's receipt of a
request for review unless special circumstances require an extension of time for
processing, in which case a decision shall be rendered as soon as possible but
not later than 120 days after receipt of a request for review. The decision on
review will be in writing to the claimant and shall include specific reasons for
the decision.

ARTICLE VII
Amendment and Termination

Section 7.1. The Committee may amend the Plan at any time; provided,
however, that no such amendment shall have the effect of depriving Participants
of rights accrued under the Plan as of the date of such amendment. The Board of
Directors will have the power and authority to terminate this Plan; provided,
however, that any such termination shall not terminate any rights or benefits
accrued by a Participant under this Plan as of the effective date of any such
termination.

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ARTICLE VIII
Administration

Section 8.1. The Plan shall be administered by the Committee in accordance
with its terms, for the exclusive benefit of Participants. The powers and duties
of the Committee shall be similar to those powers and duties granted to the Plan
Administrator of the Retirement Plan. In addition, the Committee, in its sole
discretion, shall have the power to accelerate the payment of benefits under the
Plan to any Participant or spouse. Any interpretation or construction of Plan
terms or any determination by the Committee with respect to Plan benefits, etc.,
shall be conclusive and binding with respect to Participants and all other
persons.


ARTICLE IX
Miscellaneous

Section 9.1. Nothing contained in this Plan and no action taken pursuant to
the provisions of this Plan shall give the Participant the right to be retained
in the employ of the Corporation or its subsidiaries or interfere with the right
of the Corporation or its subsidiaries to discharge the Participant at any time,
nor shall it give the Corporation or its subsidiaries the right to require the
Participant to remain in their employ or interfere with the Participant's right
to terminate his employment at any time.

Section 9.2. No benefit payable at any time under this Plan shall be
subject in any manner to alienation, sale, transfer, assignment, pledge,
attachment or encumbrance of any kind.

Section 9.3. All rights hereunder shall be governed by and construed
according to the laws of the State of Missouri, except to the extent such laws
are preempted by the laws of the United States of America. In the event any
provision of this Plan is held invalid, void or unenforceable, the same shall
not affect, in any respect whatsoever, the validity of any other provision of
this Plan.

Section 9.4. Nothing contained in this Plan and no action taken pursuant to
the provisions of this Plan shall create or be construed to create a trust of
any kind or a fiduciary relationship between the Corporation or its subsidiaries
and the Participant or any other person. To the extent that any person acquires
the right to receive payment from the Corporation under this Plan, such right
shall be no greater than the right of any unsecured general creditor of the
Corporation.

Section 9.5. The terms of this Plan shall be binding upon and inure to the
benefit of the Corporation, its successors and assigns, and the Participant and
his heirs and legal representatives.

Section 9.6. If a Participant becomes entitled to a distribution of
benefits under the Plan, and if at such time the Participant has outstanding any
debt, obligation, or other liability representing an amount owing to the
Corporation or its subsidiaries, then the Corporation may


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offset such amount so owing against the amount of benefits otherwise
distributable. Such determination shall be made by the Committee.

Section 9.7. The Corporation shall, to the extent permitted by law, have
the right to deduct from any payments of any kind with respect to the benefit
otherwise due to the Participant any Federal, state or local taxes of any kind
required by law to be withheld from such payments.

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