EXECUTIVE DEFERRED COMPENSATION PLAN

Boatmen's Bancshares, Inc.

Executive Deferred Compensation Plan

WHEREAS, Boatmen's Bancshares, Inc., a Missouri corporation ("Boatmen' s"),
desires to provide a select group of employees with the opportunity to defer a
portion of the salary and incentive compensation to be earned by them.

WHEREAS, Boatmen's adopted the Boatmen's Executive Deferred Compensation
Plan (the "Plan") on August 8, 1989, effective for deferrals of salary
attributable to services rendered on or after January 1,1990.

WHEREAS, Boatmen's adopted the Boatmen's Executive Deferred Bonus Plan (the
"Bonus Deferral Plan") on September 1, 1995.

WHEREAS, Boatmen's desires to amend the Plan to incorporate the Bonus
Deferral Plan, to make certain additional amendments with respect to the Plan,
and to restate the Plan in its entirety.

THEREFORE, effective February 8,1996, Boatmen's hereby amends the Bonus
Deferral Plan to incorporate it into the Plan and amends and restates the Plan
as follows:


Article I. Definitions

Section 1.1. "Additions" means all amounts credited to the Participant's
Deferred Compensation Account pursuant to Article IV herein.

Section 1.2. "Annual Bonus" means any incentive award measured over a
period not to exceed one year, payable by the Corporation to the Participant
with respect to the Participant's services during such period.

Section 1.3. "Base Salary" means the salary paid to a Participant by the
Corporation with respect to services performed during any particular Plan Year
before any reduction pursuant to this Plan, including commissions and amounts
deferred by the Participant under the Boatmen's Thrift Incentive 401(k) Plan and
pursuant to any salary reduction agreement under Section 125 of the Code.

Section 1.4. "Beneficiary" means any person (including but not limited to
any trust, estate, fiduciary, corporation, foundation, but excluding the
Participant) designated by the Participant in a written document delivered to
the Corporation to receive any benefit under the Plan after the death of the
Participant all in accordance with the provisions herein. In the event the
Participant fails to designate a beneficiary or if no such designated
beneficiary is living upon the death of the Participant or if, for any reason,
such designation shall be legally ineffective,



then in any of said events the amounts which would have been paid to the
designated living beneficiary shall be paid to the trustee of the Participant's
revocable living trust, and if none to the trustee of the Participant's
testamentary trust, and if none to the personal representative of the estate of
the Participant.

Section 1.5. "Board of Directors" means the Board of Directors of
Boatmen's.

Section 1.6. "Boatmen's" means Boatmen's Bancshares, Inc., a Missouri
corporation.

Section 1.7. "Bonus Compensation" means the Annual Bonus and Long-Term
Incentive Award eligible for deferral under the Plan.

Section 1.8. "Code" means the Internal Revenue Code of 1986, as amended.

Section 1.9. "Committee" means the Boatmen's Bancshares, Inc. Compensation
Committee.

Section 1.10. "Compensation" means (i) Base Salary, and (ii) Bonus
Compensation.

Section 1.11. "Corporation" means Boatmen's and, unless the context
requires otherwise, all its subsidiaries and affiliates.

Section 1.12. "Deferral Amount" means the portion of Compensation which the
Participant elects to defer under the Plan for any Plan Year or Performance
Period, as applicable.

Section 1.13. "Deferred Compensation Account" means a bookkeeping account
maintained by the Corporation for each Participant which reflects accumulated
Deferral Amounts of the Participant, plus Additions thereto, calculated as set
forth in Article IV herein.

Section 1.14. "Disability" means such physical or mental disability as, in
the opinion of a physician selected by the Committee, will prevent the
Participant from ever resuming work of the same general nature as that which the
Participant performed for the Corporation immediately prior to the Participant's
disability or the duties of such other position or job which the Corporation
makes available to the Participant and for which the Participant is qualified by
reason of the Participant's training, education or experience.

Section 1.15. "Employee" means an employee of the Corporation.

Section 1.16. "Long-Term Incentive Award" means any cash incentive award
measured over a period of greater than one year, payable by the Corporation to
the Participant with respect to the Participant's services during such period.


2




Section 1.17. "Participant" means any Employee who meets the requirements
specified in, and is selected for participation as provided in, Article II
herein.

Section 1.18. "Performance Period" means the period over which performance
is measured for purposes of determining the Bonus Compensation payable by the
Corporation to the Participant. The Performance Period for the Annual Bonus
shall be equal to or less than one year and the Performance Period for the
Long-Term Incentive Award shall be greater than one year.

Section 1.19. "Plan" means this Boatmen's Bancshares, Inc. Executive
Deferred Compensation Plan.

Section 1.20. "Plan Year" means any twelve-month period commencing January
1.

Section 1.21. "Retirement" means the termination of employment from the
Corporation on or after attainment of age 55.

Section 1.22. "Severe Financial Hardship" means any financial hardship
resulting from extraordinary and unforeseeable circumstances arising as a result
of one or more recent events beyond the control of the Participant, which is not
or may not be relieved (i) through reimbursement or compensation by insurance or
otherwise; (ii) by liquidation of the Participant's assets, to the extent the
liquidation of such assets would not itself cause Severe Financial Hardship; and
(iii) by cessation of deferrals under the Plan. Severe Financial Hardship shall
not include, by way of illustration only, financial hardship occasioned by a
child's college tuition or the purchase of a home.


Article II. Eligibility

Section 2.1. Subject to the provisions of Section 2.2 herein, the Committee
shall have the exclusive power to designate, on an annual basis, Participants
from among those Employees who are eligible for participation in the Plan.

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

Section 2.3. Participants designated to participate in the Plan by the
Committee shall indicate his or her agreement to the terms of the Plan by
executing a Participation Agreement, the form of which is attached hereto as
Exhibit A.

Section 2.4. If an Employee ceases to be eligible for participation in the
Plan for any reason prior to his termination of employment with the Corporation,
the Participation Agreement


3



shall be terminated and no further benefit shall accrue under the Plan except as
herein expressly granted.


Article III. Deferral of Compensation

Section 3.1. Subject to the terms of the Plan, the Participant shall have
the right to elect to defer, in increments of one percent (1%), (a) not less
than two percent (2%) nor greater than thirty percent (30%) of the Participant's
Base Salary for the Plan Year to which such election relates, and (b) not less
than ten percent (10%) of the Participant's Bonus Compensation for the
Performance Period to which such election relates; provided, however, that an
Employee who first becomes eligible, and is designated, to participate in the
Plan after the commencement of a Plan Year or Performance Period may only, with
respect to such Plan Year or Performance Period, as applicable, elect to defer
that portion of the Employee's Compensation which is attributable to services to
be rendered after the filing of the Deferral Election Form(s) pursuant to
Section 3.2 herein. The Deferral Election Form(s) shall be in the form attached
hereto as Exhibit B through Exhibit D.

Section 3.2. The Participant shall notify the Corporation of the election
to defer a portion of the Participant's Compensation for any Plan Year or
Performance Period, as applicable, by completing a Deferral Election Form(s).

Section 3.3. For deferrals of Compensation to be effective, a separate
Deferral Election Form for Base Salary, Annual Bonus and Long-Term Incentive
Award, as applicable, must be received by the Corporation as follows: (i) for
deferrals of Base Salary, prior to the first day of the Plan Year; and (ii) for
deferrals of Bonus Compensation, within 30 calendar days after an eligible
Employee is selected during the current Performance Period to which the election
relates to participate in a cash incentive award bonus plan of the Corporation;
provided, however, in the event an Employee first becomes eligible, and is
designated, for participation in the Plan after the commencement of a Plan Year
or Performance Period, such Employee must, in order to participate in the Plan
for the remainder of such Plan Year or Performance Period, submit a Deferral
Election Form(s) to the Corporation within 30 calendar days after the Employee
becomes eligible to participate in the Plan during such partial Plan Year or
Performance Period and such election shall be effective for Compensation
attributable to services to be rendered after the date of the Deferral Election
Form(s).

Section 3.4. An election to defer Compensation under the Plan shall be
irrevocable by the Participant with respect to the Plan Year or Performance
Period to which such election relates.

Section 3.5. The Compensation deferred under the Plan shall be credited to
the Participant's Deferred Compensation Account no later than the last day of
the month in which such Deferral Amount would otherwise have been paid to the
Participant.

4


Article IV. Additions to Deferral Amounts

Section 4.1. The Corporation, on the last day of each month preceding the
final distribution of benefits to the Participant, will credit the Participant's
Deferred Compensation Account with Additions thereto. Additions shall be
calculated by multiplying the balance of the Deferred Compensation Account as of
the last day of each month by a rate which shall be equal to one-twelfth of the
ten-year U.S. Treasury Bond rate on October 31 of the preceding Plan Year, as
determined by the Committee; provided, however, that with respect to the
deferral of Bonus Compensation for the Performance Period(s) ending December 31,
1995, Additions to the Participant's Deferred Compensation Account during 1996
shall be calculated by multiplying the balance of the Deferred Compensation
Account attributable to such Bonus Compensation as of the last day of each month
during that year by a rate which shall be equal to one-twelfth of the ten-year
U.S. Treasury Bond rate on August 31, 1995, as determined by the Committee.


Article V. Payment of Deferral Amounts

Section 5.1. Except as otherwise provided in this Article V, the Deferral
Amount and Additions thereto for each Plan Year or Performance Period, as
applicable, shall be payable to the Participant at the time and in the manner
specified in the Participation Agreement of the Participant and the Deferral
Election Form(s) submitted by the Participant for such Plan Year or Performance
Period.

Section 5.2. The Deferral Amount and Additions thereto for each Plan Year
shall be payable at the time and in the manner specified below:

(a) Unless otherwise elected by the Participant as provided in Section
5.2(b) below, all amounts in the Participant's Deferred Compensation
Account shall be payable to the Participant upon his Retirement in one
of the following forms, as irrevocably elected by the Participant in
the Participation Agreement:

(i) a lump sum payable during the January following the effective
date of the Participant's Retirement, or

(ii) in a series of substantially equal yearly installments over a
five, ten or fifteen year period payable in January of the year
following the year in which the Participant's Retirement is
effective and each January thereafter; provided, that, in the
event the amount payable is $50,000 or less, a lump sum payment
under Section 5.2(a)(i) shall be made instead.

(b) Each Plan Year or Performance Period, as applicable, a Participant may
irrevocably elect to have the Deferral Amount and Additions thereto
for such Plan Year or Performance Period payable in a lump sum at
least five years but not longer than fifteen years following the end
of such Plan Year or Performance


5



Period, as specified in the Deferral Election Form; provided, however,
that if the Participant's employment with the Corporation is
terminated by reason of Retirement prior to the distribution to the
Participant of all or part of his Deferred Compensation Account, the
balance shall be paid to the Participant in accordance with Section
5.2(a).

(c) Notwithstanding the election(s) made by the Participant on the
Participation Agreement and the Deferral Election Form(s), if the
Participant's employment by the Corporation is terminated by reason of
the Participant's death or Disability, then all amounts in the
Participant's Deferred Compensation Account shall be payable to the
Participant or the Participant's Beneficiary, as applicable, in one
lump sum payable no later than 30 days after the Participant's
termination of employment with the Corporation. If death occurs after
Retirement, then all amounts in the Participant's Deferred
Compensation Account shall be payable to the Participant's Beneficiary
in one lump sum, payable no later than 30 days after notification of
the Participant's death.

(d) Notwithstanding the election(s) made by the Participant on the
Participation Agreement and the Deferral Election Form(s), if the
Participant's employment by the Corporation is terminated for any
reason other than the Participant's Retirement, death or Disability,
then all amounts in the Participant's Deferred Compensation Account
shall be payable to the Participant in one lump sum payable during the
January following the effective date of the Participant's termination
of employment with the Corporation.

Section 5.3. The Committee shall have the authority to alter the timing or
manner of payment of Deferral Amounts and Additions thereto in the event that
the Participant establishes, to the satisfaction of the Committee, the existence
of a Severe Financial Hardship. In the event of a Severe Financial Hardship, the
Committee may, in its sole discretion, take any one or more of the following
actions to the extent reasonably necessary to satisfy the hardship:

(a) Authorize the cessation of deferrals by the Participant under the Plan
for the remainder of the Plan Year or Performance Period to which the
most recent Deferral Election Form relates; or

(b) Provide that all, or a portion, of the amounts in the Deferred
Compensation Account shall immediately be paid to the Participant in a
lump sum cash payment; or

(c) Provide for such other payment schedule as deemed appropriate by the
Committee under the circumstances.

The Committee's determination as to the existence of a Severe Financial Hardship
and the actions to be taken as a result thereof shall be final, conclusive and
non-appealable.

6




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 a claim to be submitted for review. A claimant may request a
review of a denial. Such request 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 specific 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 the 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. Administration

Section 7.1. The Plan shall be administered by the Committee. The Committee
shall administer the Plan in accordance with its terms and shall have all powers
necessary to carry out the provisions of the Plan, including the power, in its
sole discretion, to accelerate the payment of benefits under the Plan to any
Participant or Beneficiary as provided in Section 5.3 hereof.

Section 7.2. The Committee shall, with respect to the general management of
the Plan, have the sole, final and absolute right to reconcile any inconsistency
in the Plan, to interpret and construe the provisions of the Plan in all
particulars in such manner and to such extent as it deems proper and to take all
action and make all decisions and determinations necessary under the Plan or in
connection with its administration, interpretation and application. Any
interpretation or construction placed upon any term or provision of the Plan by
the Committee, any decision of the Committee with regard to the eligibility of
an employee to become a Participant, the rights of a Participant, former
Participant or Beneficiary or any other person, any reconciliation of an
inconsistency in the Plan made by the Committee and any other action,
determination or decision whatsoever taken by the Committee, shall be final,
conclusive and binding upon all persons or parties interested or concerned in
the Plan.


Article VIII. Miscellaneous

Section 8.1. The Corporation shall maintain a record of each Participant's
accumulated Deferral Amounts and Additions thereto by means of a Deferred
Compensation Account.

Section 8.2. The Plan shall create a contractual obligation on the part of
the Corporation to make payment from the Participants' Deferred Compensation
Account when due.

7




Section 8.3. 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, then the Corporation may offset such amount so owing against the
amount of benefits otherwise distributable. Such determination shall be made by
the Committee.

Section 8.4. No Participant or party claiming an interest in Deferral
Amounts and Additions thereto shall have any interest whatsoever in any specific
asset of the Corporation. To the extent that any person acquires the right to
receive payment of benefits from the Corporation under the Plan, such right
shall be no greater than the rights of any unsecured general creditor of the
Corporation.

Section 8.5. Neither the Participant, his Beneficiary, heirs, assigns,
trust, estate, nor any other person claiming through or under the Participant
shall have any right to commute, encumber or dispose of the right to receive
payments hereunder, all of which payments and the right thereto are expressly
declared to be non-assignable and any such attempt at assignment shall be void
and of no effect.

Section 8.6. No provision of the Plan nor any action taken hereunder shall
be construed as giving the Participant any right to be retained in the employ of
the Corporation.

Section 8.7. 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.

Section 8.8. The Plan shall be governed and construed in accordance with
the laws of the State of Missouri. In the event any provision of the Plan is
held invalid, void or unenforceable, the same shall not affect, in any respect
whatsoever, the validity of any other provision of the Plan.


Article IX. Termination and Amendment

Section 9.1. The Committee shall have full power and authority to amend,
modify, alter or terminate the Plan in whole or in part; provided, however, that
any such termination, modification or amendment shall not terminate or diminish
any rights or benefits accrued by a Participant under the Plan as of the
effective date of any such termination, modification or amendment.

8



EXHIBIT A

BOATMEN'S EXECUTIVE DEFERRED
COMPENSATION PLAN
PARTICIPATION AGREEMENT


THIS AGREEMENT, made and entered as of the date stated below, by and
between Boatmen's Bancshares, Inc. ("Boatmen's"), a Missouri corporation, and
__________________________ ("Participant").


Boatmen's and the Participant mutually agree as follows:

1. The Participant has received a copy of the Boatmen's Executive
Deferred Compensation Plan ("Plan") and has read and understands the
Plan.

2. By completion of this Agreement and the accompanying Deferral Election
Form(s), the Participant agrees to comply with the terms of the Plan
in all respects.

3. All provisions of the Plan are hereby made a part of this Agreement.
If there is any conflict between the terms of this Agreement and the
terms of the Plan, the Plan shall govern.

4. The Participant elects to defer the percentage of his/her Compensation
(as defined in the Plan) indicated on the accompanying Deferral
Election Form(s).

5. Subject to the terms of the Plan, for each subsequent Plan Year and/or
Performance Period (as such terms are defined in the Plan), the
Participant shall have the right to make a similar election to defer a
portion of his/her Base Salary and Bonus Compensation.

6. The Participant is in no way obligated to make a deferral election in
any Plan Year or Performance Period, as applicable, and the failure to
elect for any Plan Year or Performance Period will not affect the
Participant's right to do so in any subsequent Plan Year or
Performance Period.

7. The Participant's Deferral Election Form(s) must be received by
Boatmen's no later than the date(s) specified in the Plan. Any
Deferral Election Form received after said date(s) shall be of no
effect for purposes of the Plan.

8. Each Deferral Election Form, signed and dated by the Participant,
shall be irrevocable.





9. Subject to the terms of the Plan, the Participant hereby elects to
have all amounts in his/her Deferred Compensation Account (as defined
in the Plan) payable following his/her Retirement (as defined in the
Plan) pursuant to the following benefits payment schedule:

__ single lump sum;

__ substantially equal yearly installments over a five (5) year
period;

__ substantially equal yearly installments over a ten (10) year
period; or

__ substantially equal yearly installments over a fifteen (15) year
period.

The Participant understands that the foregoing election shall be
irrevocable. The Participant further understands that, in accordance
with the Plan, benefits payable prior to his/her Retirement shall be
paid in a single lump sum.

10. The Participant designates the following person as his/her Beneficiary
(as defined in the Plan) under the Plan:

Name: ____________________________________________________
Address: ____________________________________________________
____________________________________________________
____________________________________________________

Relationship to
the Participant: ____________________________________________________

11. The Participant has the right to change his/her Beneficiary at any
time by notifying Boatmen's in writing of such change in Beneficiary.


BOATMEN'S BANCSHARES, INC.

By:_______________________________ Date:____________________

By:_______________________________ Date:____________________