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                         FIRST INSTRUMENT OF AMENDMENT
         WHEREAS, Boatmen's Bancshares, Inc. (the "Company") has entered into
an employment agreement with Samuel B. Hayes, III (the "Executive"), dated
January 30, 1996;

         WHEREAS, the Company and the Executive desire to amend the employment
agreement to provide for a minimum supplemental retirement benefit based on
twenty-five (25) years of credited service with the Company;

         NOW THEREFORE, the employment agreement is amended by adding the
following paragraph to section 4.4 of the employment agreement to read in its
entirety as follows:

              The Company shall provide the Executive with an additional
              supplemental pension benefit equal to the excess, if any, of (i)
              the actuarial present value, determined as of the Executive's
              Severance of Service Date (as defined in the Company's Retirement
              Plan), of the pension to which he would have been entitled under
              the Company's Retirement and Supplemental Retirement Plans if he
              had twenty-five (25) years of Credited Service (as defined in the
              Company's Retirement Plan) with the Company on such date, over
              (ii) the actuarial present value, determined as of the Executive's
              Severance of Service Date, of the sum of (a) the pension to
              which he is entitled under the Company's Retirement and
              Supplemental Retirement Plans, excluding any amounts attributable
              to the additional age and service credit provided in Section 7.1
              of this Agreement, plus (b) his Prior Plans (as defined below).
              With respect to the calculation of this additional supplemental
              pension benefit, all actuarial equivalents shall be determined
              using the same actuarial assumptions utilized under the Company's
              Supplemental Retirement Plan and all terms and conditions of this
              benefit shall be governed by the terms and conditions of the
              Company's Supplemental Retirement Plan (including without
              limitation any adjustments in the amount of benefit with respect
              to optional forms of benefits, death benefits, and early
              retirement benefits).  The actuarial present value of the
              supplemental benefit, if any, as determined above, and any
              pre-retirement or post-retirement death benefits provided with
              respect thereto, shall be paid to the Executive or his
              beneficiary, as the case may be, at the same time and in the
              same manner as his benefits under the Company's Supplemental
              Retirement Plan.  Prior Plans shall mean any defined benefit
              plans maintained by Citibank, the Bank of Oklahoma, or any
              affiliates of Citibank or the Bank of Oklahoma under which the
              Executive was or is entitled to any benefits.


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         IN WITNESS WHEREOF, the Company and the Executive have executed this
first instrument of amendment, pursuant to approval of the Compensation
Committee and the approval and ratification by the Board of Directors, as of
August 13, 1996.


Boatmen's Bancshares, Inc.                   Executive


/s/ Andrew B. Craig, III                     /s/ Samuel B. Hayes, III
-----------------------------------          -----------------------------------

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