SEC Filing | Cass Information Systems, Inc.

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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Materials Pursuant to Rule 14a-11(c) or Rule 14a-12

CASS COMMERCIAL CORPORATION
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
(X) No Fee required
( ) Fee computed on table below per Exchange Act Rules 14a-6(i) (1) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

( ) Fee paid previously with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a) (2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

CASS COMMERCIAL CORPORATION
13001 Hollenberg Drive
Bridgeton, Missouri 63044

PROXY STATEMENT

Annual Meeting of Stockholders
to be held April 20, 1998

This Proxy Statement is being furnished to the common stockholders of
Cass Commercial Corporation (the "Company") on or about March 23, 1998 in
connection with the solicitation of proxies on behalf of the Board of
Directors of the Company for use at the annual meeting of stockholders (the
"Annual Meeting") to be held on April 20, 1998 at the time and place and for
the purposes set forth in the accompanying Notice of Annual Meeting, and at
any adjournment or postponement of that meeting.

Holders of shares of common stocks, par value $.50 per share ("Shares"
or the "Common Stock"), of the Company at its close of business on March 12,
1998, (the "Record Date") will be entitled to receive notice of and vote at
the Annual Meeting. On the Record Date, 3,861,248 shares of Common Stock
were outstanding. Holders of Common Stock (the "Stockholders") are entitled
to one vote per share of Common Stock they held of record on the Record Date
on each matter that may properly come before the Annual Meeting.

A plurality of the votes of Stockholders cast at the Annual Meeting is
required for the election of each director. Ratification of the selection of
independent accountants requires the affirmative vote of holders of a
majority of the shares of Common Stock voted. Abstentions and broker
non-votes are counted in the number of shares present in person or
represented by proxy for purposes of determining whether a quorum is present,
but not for purposes of election of directors or ratification of the
selection of independent accountants.

Management of the Company ("Management"), together with members of the
Board of Directors of the Company, in the aggregate, directly or indirectly
controlled approximately 22% of the Common Stock outstanding on the Record
Date.

Stockholders of record on the Record Date are entitled to cast their
votes in person or by properly executed proxy at the Annual Meeting. The
presence, in person or by properly executed proxy, of a majority of the
Common Stock outstanding on the Record Date is necessary to constitute a
quorum at the Annual Meeting. If a quorum is not present at the time the
Annual Meeting is convened, the Company may adjourn or postpone the Annual
Meeting.

All Common Stock represented at the Annual Meeting by properly executed
proxies received prior to or at the Annual Meeting and not properly revoked
will be voted at the Annual Meeting in accordance with the instructions
indicated in such proxies. If no instructions are indicated, such proxies
will be voted FOR the election of the Board's director nominees and FOR
--- ---
the ratification of the selection of independent accountants. The Board of
Directors of the Company does not know of any matters, other than the matters
described in the Notice of Annual Meeting attached to this Proxy Statement,
that will come before the Annual Meeting.

Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by
(i) filing with the Secretary of the Company, at or before the Annual
Meeting, a written notice of revocation bearing a date later than the date of
the proxy, (ii) duly executing and dating a subsequent proxy relating to the
Common Stock and delivering it to the Secretary of the Company at or before
the Annual Meeting, or (iii) attending the Annual Meeting and voting in
person (although attendance at the Annual Meeting will not in and of itself
constitute a revocation of a proxy). Any written notice revoking a proxy
should be sent to: Corporate Secretary, Cass Commercial Corporation, 13001
Hollenberg Drive, Bridgeton, Missouri 63044 (telephone number (314)
506-5500).

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The proxies are solicited by the Board of Directors of the Company. In
addition to the use of the mails, proxies may be solicited personally or by
telephone or facsimile transmission, by directors, officers or regular
employees of the Company or persons employed by the Company for the purpose
of soliciting proxies. It is contemplated that brokerage houses, custodians,
nominees and fiduciaries will be requested to forward the soliciting material
to the beneficial owners of Common Stock held of record by such persons, and
will be reimbursed by the Company for expenses incurred therewith. The cost
of solicitation of proxies will be borne by the Company.

The date of this Proxy Statement is March 23, 1998.

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ELECTION OF DIRECTORS

Pursuant to the By-Laws of the Company, the Company's Board of
Directors is divided into three classes of approximately equal numbers of
directors. Each of the 10 directors is elected for a three-year term, and
the term of each class of directors expires in a different year.

Directors who are not officers of the Company receive fees of $500 for
attendance at each meeting of the Board and a fee of $300 for attendance at
each meeting of a Committee of the Board.

The nominees for election to the Board of Directors are: Mr. Collett,
Mr. Shepard and Mr. Signorelli, each of whom is a current director of the
Company. The members of the Company's Board of Directors whose terms will
continue after the meeting, including the nominees for re-election to the
Board, with certain information about each of them, including their principal
occupations for the past five years, are listed below:

Principal Occupation
Director During Past 5 Years
-------- --------------------

Robert J. Bodine Chairman, Bodine
Age: 73 Aluminum, Inc.
Director since 1966 (manufacturer)
Current term expires 2000

Lawrence A. Collett Chairman of the Board since 1992;
Age: 55 Chief Executive Officer since 1990
Director since 1983 Mr. Collett is a nominee for
Current term expires 1998 re-election to the Board of Directors

Thomas J. Fucoloro Consultant
Age: 72
Director since 1986
Current term expires 2000

Harry J. Krieg Consultant to the Company;
Age: 73 Chairman of the Company, 1975-1992
Chairman Emeritus, since 1992
Director since 1962
Current term expires 2000

Howard A. Kuehner Investor
Age: 82
Director since 1966
Current term expires 2000

Jake Nania Investor
Age: 73
Director since 1967
Current term expires 1999

Irving A. Shepard President, Venture
Age: 80 Consultants, Inc.
Director since 1970 (consulting company)
Current term expires 1998 Mr. Shepard is a nominee for re-election
to the Board of Directors

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Principal Occupation
Director During Past 5 Years
-------- --------------------

Andrew J. Signorelli Vice President, Andrews Educational
Age: 58 & Research Center; Founder,
Director since 1986 Hope Educational & Research Center
Current term expires 1998 Mr. Signorelli is a nominee for re-election
to the Board of Directors

John J. Vallina President of Cass Bank, since 1992
Age: 55
Director since 1992
Current term expires 1999

Bruce E. Woodruff Attorney; of counsel to Armstrong,
Age: 67 Teasdale, Schlafly & Davis
Director since 1995
Current term expires 1999

COMMITTEES

The Company's Board of Directors has standing Discount, Audit and
Compliance, and Compensation Committees. The Discount Committee is composed
of Mr. Signorelli, Mr. Fucoloro, Mr. Kuehner, Mr. Collett and Mr. Vallina.
The Audit and Compliance Committee is composed of Mr. Fucoloro, Mr. Kuehner,
Mr. Krieg, Mr. Shepard and Mr. Woodruff. The Compensation Committee is
composed of Mr. Shepard, Mr. Signorelli and Mr. Bodine.

The Discount Committee, which met 23 times during 1997, examines and
approves loans and discounts and exercises the authorization of loans and
discounts.

The Audit and Compliance Committee, which met 4 times during 1997,
recommends to the Board independent auditors to perform audit and non-audit
services, reviews the scope and results of such services, reviews with
management and the independent auditors any recommendations of the auditors
regarding changes and improvements in the Company's accounting procedures and
controls and management's response thereto, and reports to the Board after
each Audit Committee meeting. In addition, the Committee meets with the
Company's Internal Auditors on a quarterly basis to review the scope and
results of such services.

The Compensation Committee, which met 4 times during 1997, reviews and
recommends to the Board the salaries and all other forms of compensation of
the officers of the Company and subsidiaries.

During 1997, there were 12 meetings of the Board of Directors. All
directors attended 75% of more of the aggregate number of meetings of the
Board and committees on which they served.

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EXECUTIVE OFFICERS

The executive officers of the Company, their ages as of December 31,
1997, and their positions with the Company are set forth below. All officers
serve at the pleasure of the Company's Board of Directors.

Name Age Positions
---- --- ---------

Lawrence A. Collett 55 Chairman and Chief Executive Officer of the
Company, Cass Bank and CIS; Director of the
Company and Subsidiaries

Eric H. Brunngraber 40 Vice President-Secretary; Chief Financial
Officer

William C. Bouchein 62 Vice President - Treasurer

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EXECUTIVE COMPENSATION

The following table summarizes compensation earned or awarded for the
three years ended December 31, 1997 to each of the executive officers of the
Company.

Long Term Compensation
--------------------------
Annual Compensation Restricted Securities
Name and ---------------------- Stock, ($) Underlying All Other
Principal Position Year Salary Bonus Awards Options(#) Compensation
- --------------------------- ---- ------ ----- ---------- ---------- ----------------

Lawrence A. Collett 1997 $241,000 $63,700 -- -- $3,720
Chairman and 1996 230,000 90,000 -- -- 5,373
Chief Executive Officer 1995 210,000 45,000 $231,750 28,000 5,199
of the Company, Cass Bank
and CIS; Director of the
Company and Subsidiaries

Eric H. Brunngraber 1997 $ 96,600 $26,000 -- 4,000 2,048
Vice President - Secretary 1996 86,000 19,000 -- -- 1,805
Chief Financial Officer 1995 80,000 16,200 -- 6,000 1,627

William C. Bouchein 1997 $127,500 $22,000 -- -- 5,377
Vice President - Treasurer 1996 125,500 16,500 -- -- 5,500
1995 124,000 13,000 $ 60,750 6,000 5,716

At December 31, 1997 the unvested restricted stock holdings of Messrs.
Collett and Bouchein, respectively, consisted of 6,866 and 1,800
shares, with values of $169,934 and $44,550 based on the market value
of the Company's shares at December 31,1997.

These amounts represent Company matching contributions paid on behalf
of the executive under the Company's 401(k) Plan and the imputed value
of group term life premiums paid on their behalf.

Represents the value at December 31, 1995 based upon market value of
the Company's shares at the close of business on that date of
restricted stock awards of 20,600 and 5,400 shares, respectively, which
are subject to three-year vesting schedules, with 1/3 of the shares
vesting each year on the anniversary date of the awards, beginning May
31, 1996. These restricted shares are entitled to vote and to be paid
normal cash dividends.

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OPTION GRANTS IN 1997

The following table summarizes options granted during 1997 to the
executive officers named above, together with estimates of the value of such
options at the end of their seven-year terms assuming the market value of the
Common Stock appreciates at an annual rate of 5% or 10%.

Percent of Potential Realizable
Numbers of Total Value at Assumed Annual
Securities Options Rates of Stock Price
Underlying Granted to Appreciation For
Options Employees Exercise Option Term
Granted in Fiscal Base Price Expiration -----------------------
(#) Year ($/SH) Date 5% ($) 10% ($)
---------- ---------- ---------- ---------- ------ -------

Mr. Brunngraber 4,000 27.6% $25.45 2004 41,440 96,560

OPTIONS EXERCISED IN 1997 AND YEAR-END OPTION VALUES

The following table summarizes options exercised during 1997, and the
values of options outstanding on December 31, 1997, for the executive
officers named above.

Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares Fiscal Year-End Fiscal Year-End
Acquired on Value Exercisable/ Exercisable/
Exercise (#) Realized ($) Unexercisable (#) Unexercisable ($)
------------ ------------ ----------------- -----------------

Mr. Collett -- -- -- / 28,000 -- / $404,040

Mr. Brunngraber -- -- -- / 10,000 -- / $86,580

Mr. Bouchein -- -- -- / 6,000 -- / $86,580

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DEFINED BENEFIT RETIREMENT PLAN

All officers of the Company and subsidiaries are participants in the
Retirement Plan for Employees of Cass Commercial Corporation, which covers
all full-time employees. Upon retirement, participants in the plan will
begin to receive monthly payments equal to one-twelfth of the sum of:

(a) .9% of Final Average Earnings multiplied by the number
of years of participation, plus

(b) .5% of Final Average Earnings in excess of Covered
Compensation multiplied by years of participation.

Final Average Earnings is defined as the average annual total
compensation for the five consecutive years of highest earnings during the
last ten years of employment. Covered Compensation is the average of the
maximum social security taxable wage bases in effect for each calendar year
during the 35-year period ending with the year in which retirement age is
attained under the Social Security Act. Earnings covered by the Plan equal
total compensation as reported in the Summary Compensation Table including
any amounts deferred under the Cass Commercial Corporation 401(k) Plan plus
any noncash compensation reported on Internal Revenue Service Form W-2.

Normal retirement under the Plan commences at age 65. At normal
retirement the years of participation under the Plan for the executive
officers listed in the Compensation Table would be as follows: Mr.
Collett-41; Mr. Brunngraber-41; Mr. Bouchein-13.

The following table shows the estimated annual benefits payable at
retirement, assuming a straight-life annuity with 120 months guaranteed.

ESTIMATED ANNUAL RETIREMENT BENEFIT
-------------------------------------------

Final Years of Service Credited at Retirement
Average ---------------------------------------
Earnings 10 15 20 25 30 35 40
- ----------------------------------------------------------------------------------------------------------

$125,000 $15,800 $23,700 $31,500 $39,400 $47,300 $55,200 $63,100

150,000 19,300 28,900 38,500 48,200 57,800 67,500 77,100

175,000 20,700 31,000 41,300 51,700 62,000 72,400 82,700

200,000 20,700 31,000 41,300 51,700 62,000 72,400 82,700

Estimated benefit calculation assumes retirement at age 65 in the year
2000 with no increase in the maximum social security taxable wage base
after 1997.

Estimated benefits would be subject to Internal Revenue Service maximum
retirement limitations in effect at the retirement date. The maximum
compensation that may be recognized for determining benefits in 1997 is
$160,000.

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STOCK OPTION PLAN / STOCK BONUS PLAN

During May 1995, the Company's Board of Directors established the 1995
Performance-Based Stock Option Plan (the Option Plan) and the 1995 Restricted
Stock Bonus Plan (the Bonus Plan). These plans were adopted to aid the
Company in securing and retaining qualified personnel. The Option Plan
provides for the granting of options on up to 400,000 shares of the Company's
common stock. As of December 31, 1997, 104,000, 6,000 and 8,500 options were
outstanding at exercise prices of $10.32, $20.36 and $25.45, respectively.
These options vest over a period not to exceed seven years, but the vesting
period can be accelerated based on the Company's attainment of certain
financial operating performance criteria. The Bonus Plan provides for the
issuance of up to 100,000 shares of the Company's common stock. As of
December 31, 1997, an aggregate of 32,000 shares of the Company's common
stock had been awarded to five participants. Interest in the shares of
common stock awarded under the Bonus Plan vest over a three year period.
Common stock awarded under the Bonus Plan is accounted for through the
establishment of a contra stockholders' equity account. This contra
stockholders' equity account is amortized against income over the vesting
period of the stock awards.

DEFINED CONTRIBUTION SAVINGS PLAN

All full-time employees of the Company and subsidiaries are eligible to
participate in the Cass Commercial Corporation 401(k) Plan. Employees may
voluntarily defer up to 15% of pre-tax earnings subject to the IRS maximum
limitation which was $9,500 for 1997. Voluntary deferrals contributed to the
401(k) Plan by the Executive Officers are included in Annual Salary
Compensation in the Summary Compensation Table. The Company matches 50% of
the first 3% of employee contributions, subject to IRS limitations. Amounts
contributed to the Plan in 1997, for the benefit of the Executive Officers,
are included in Other Compensation in the Summary Compensation Table. Each
Executive Officer is fully vested in Company contributions.

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BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors (the "Committee") is
composed of three independent directors, one of which serves as chairman of
the Committee. The Committee administers the Executive Compensation Program
of the Company and none of these members has been or is an employee of the
Company or of any of its subsidiaries. All material items relative to
Executive Compensation or any benefit compensation for the entire Company
must be analyzed, reviewed and approved by the Compensation Committee. While
the Committee may seek input occasionally from the Chief Executive Officer,
the Chief Financial Officer or the Director of Human Resources, all matters
are independently resolved and decided without the presence or voting of any
officer of the Company or its subsidiaries. The Compensation Committee of the
Board is also responsible for recommending salary levels for executive
officers to the Board of Directors of the Company and recommending the
overall levels of salary compensation for the entire corporation.

The Committee's philosophy with regard to executive compensation has been to
seek to provide programs which will allow the Company to acquire and maintain
competent executive officers and to attract and maintain other management
personnel with the capabilities and requirements determined necessary to
continue to lead the Company in meeting its objectives and in furthering its
growth and profitability. It is further the philosophy of the Committee to
constantly upgrade the caliber of performance of the Company's staff and
reward its people in accordance with the results which are accomplished. The
Committee believes that total compensation should be related to profits and
to the performance of the Company. For this reason, a significant component
of the compensation of the Company's executives is tied to an incentive bonus
plan which is directly related to the Company's pre-tax earnings. In 1997, a
special bonus was paid to selected executives involved in the CIS acquisition
of the Freight Payment Services Group of the Bank of Boston. Excluding this
one-time bonus in 1997, most of the executives received increases in 1997
bonuses due the improved level of profits achieved.

The Committee generally seeks to maintain salaries at the mid-point levels of
competitive peer groups. Bonuses are available to all personnel in the
Company based upon the level of profits before taxes achieved by the Company.
These bonuses are distributed on the basis of merit. Performance is measured
on the basis of several factors deemed relevant to performance and bonuses
are distributed on the basis of these evaluations. The determination of
bonuses for the Company's executive officers is a subjective process which
utilizes no specific performance criteria, but which does consider growth in
the Company's profits, resources, and the quality of the Company's
operations, as well as adherence to regulatory requirements.

The Committee utilizes the services of Peter R. Johnson & Company of West
Chester, Pennsylvania in determining the levels of peer compensation within
its industry. Additionally, the Committee utilizes the services of Towers
Perrin for evaluation of the compensation of its three top executive
positions. The Committee considers stock options and grants to be a
significant motivational tool for rewarding its executive officers and senior
management. Stock awards provided under the Company's stock option plan are
granted primarily on the basis of performance of the Company, performance of
the individual operating subsidiaries, the relationship of the Company's
performance to other companies in its peer group, and the recommendation of
the CEO. No new stock incentive programs were provided in 1997. The company
utilizes the services of Towers Perrin in determining appropriate stock
incentive and compensation and annually reviews information from other
compensation sources for other bank holding companies and companies
performing in industries similar to those of its operating subsidiaries.

Irving A. Shepard, Chairman
Robert J. Bodine
Andrew J. Signorelli

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PERFORMANCE GRAPH

The following graph compares the percentage change in the Company's
cumulative total shareholder return on Common Stock as quoted on the NASDAQ
National Market System beginning with July 1, 1996, which was the initial
date the Company's shares were so quoted, with the cumulative total return,
including all dividends, of (i) the NASDAQ Stock Market Index for United
States companies, and (ii) the NASDAQ Bank Stocks Index.

[GRAPH]

7/1/96 7/31/96 8/31/96 9/30/96 10/31/96 11/30/96 12/31/96 1/31/97 2/28/97 3/31/97

Nasdaq Stock Market (US) 100 190.14 95.19 102.47 101.34 107.6 107.5 115.14 108.78 101.66
Nasdaq Bank Stocks 100 98.29 105.1 110.13 115.01 123.6 124.36 131.28 138.67 133.67
Cass Commercial Corporation 100 100 100 103.72 104.75 105.77 108.508 111.28 116.48 126.58
Index Level 100 100 100 100 100 100 100 100 100 100

4/30/97 5/31/97 6/30/97 7/31/97 8/31/97 9/30/97 10/31/97 11/30/97 12/31/97

Nasdaq Stock Market (US) 104.86 118.74 120.31 133.02 132.81 140.67 133.36 134.02 131.92
Nasdaq Bank Stocks 136.67 145.21 155.54 167.47 166.11 183.44 184.36 191.79 210.09
Cass Commercial Corporation 123.1 114.06 152.57 139.28 138.58 140.7 140.7 141.4 140.01
Index Level 100 100 100 100 100 100 100 100 100

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CERTAIN TRANSACTIONS

Some of the directors and officers of the Company and of the Bank, and
members of their immediate families and firms and corporations with which
they are associated, have had transactions with the Bank, including borrowing
and investments in certificates of deposit and repurchase agreements. All
such loans and investments have been made in the ordinary course of business,
have been made on substantially the same terms, including interest rates paid
or charged and collateral required, as those prevailing at the same time for
comparable transactions with unaffiliated persons, and did not involve more
than the normal risk of collectibility or present other unfavorable features.
As of December 31, 1997, the aggregate amount of all loans and available
credit to officers and directors of the Company and to firms and corporations
in which they have at least a 10% beneficial interest was approximately $2.2
million, which represented approximately 4.2% of the Company's consolidated
shareholders' equity at that date.

Bruce E. Woodruff, a director and shareholder of the Company, is of
counsel to the law firm of Armstrong, Teasdale, Schlafly & Davis, counsel to
the Company and the Bank.

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PRINCIPAL SHAREHOLDERS

The following table contains information with respect to beneficial ownership
of the Company's outstanding common stock by the directors and executive
officers of the Company named in the Summary Compensation Table, as of March
5, 1998. Unless otherwise indicated, the named person has sole voting and
dispositive rights with respect to such shares.

Name of Number of Shares Percent
Beneficial Owner Beneficially Owned of Class
- ---------------- ------------------ --------

Robert J. Bodine 84,084 2.18%
William C. Bouchein 31,120
Eric H. Brunngraber 600
Lawrence A. Collett 56,693 1.47
Thomas J. Fucoloro --
Harry J. Krieg 70,648 1.83
Howard A. Kuehner 140,054 3.63
Jake Nania 343,766 8.90
Irving A. Shepard 9,806
A. J. Signorelli 109,310 2.83
John J. Vallina 6,370
Bruce E. Woodruff 5,000
All executive officers and directors -------
as a group 857,451 22.21%
-------

- -------------------------------

Less than 1% of class.

Excludes 8,784 shares held in a trust as to which Mr. Bodine's spouse
has sole voting and dispositive power.

Of these shares, 27,520 are in a trust with the named stockholder
having sole voting and dispositive power. 1,800 of these shares were
granted under the Company's 1995 Restricted Stock Bonus Plan and are
subject to forfeiture; however, Mr. Bouchein has voting rights but no
dispositive rights.

These shares are owned jointly with his wife.

Of these shares, 42,960 are owned jointly with his wife. 6,866 of
these shares were granted under the Company's 1995 Restricted Stock
Bonus Plan and are subject to forfeiture; however, Mr. Collett has
voting but dispositive rights.

Excludes 200 shares held in a trust as to which Mr. Fucoloro's spouse
has sole voting and dispositive powers.

Excludes 84,136 shares owned by his wife.

Of these shares, 78,430 are in a trust with Mr. Kuehner having shared
voting and dispositive powers. Excludes 106,988 shares owned by his
wife.

These shares are in a trust with the named stockholder having sole
voting and dispositive power.

Excludes 7,600 shares owned by his wife.

Of these shares, 63,072 are held in trust with his sister and 46,238
are owned jointly with his wife. Excludes 2,656 shares owned by his
wife.

Of these shares, 4,370 are owned jointly with his wife. 1,000 of these
shares were granted under the Company's 1995 Restricted Stock Bonus
Plan and are subject to forfeiture; however, Mr. Vallina has voting
rights but no dispositive rights.

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SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE

To the Company's knowledge, based solely on review of copies of such
reports furnished to the Company and written representations that no other
reports were required, during 1997 all Section 16(a) filing requirements were
complied with by all persons who, during the year, were directors, officers
or holders of 10% or more of the Company's shares.

SELECTION OF AUDITORS

KPMG Peat Marwick LLP were the auditors of the Company during the year
ended December 31, 1997 and also have been selected by the Board of Directors
to serve as auditors for the present year. The Board of Directors recommends
to the Stockholders their ratification of its selection of KPMG Peat Marwick
LLP as independent auditors to audit the accounts of the Company and its
subsidiaries for 1998.

KPMG Peat Marwick LLP has served as the Company's independent auditors
since 1983.

A representative of KPMG Peat Marwick LLP is expected to be present at
the Meeting, will have an opportunity to make a statement if he or she
desires to do so, and is expected to be available to respond to appropriate
questions of Stockholders.

OTHER MATTERS

Management does not intend to present to the Annual Meeting any
business other than the items stated in the "Notice of Meeting of
Stockholders" and does not know of any matters to be brought before the
Meeting other than those referred to above. If, however, any other matters
properly come before the Meeting, the persons designated as proxies will vote
on each such matter in accordance with their best judgement.

Whether or not you expect to be at the Meeting in person, please sign,
date and return promptly the enclosed Proxy. No postage is necessary if the
Proxy is mailed in the United States.

STOCKHOLDER PROPOSALS

Any proposal to be presented at next year's Annual Meeting must be
received at the principal executive offices of the Company not later than
November 27, 1998. Any such proposals should be directed to the attention of
the Secretary for consideration for inclusion in the Company's Proxy
Statement and Form of Proxy relating to the next Annual Meeting. Any such
proposals must comply in all respects with the rules and regulations of the
Securities and Exchange Commission and it is suggested that proponents of any
proposals submit such proposals to the Company sufficiently in advance of the
deadline by Certified Mail-Return Receipt Requested.

By Order of the Board of Directors

Eric H. Brunngraber
Vice President-Secretary

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL Please mark
OF THE FOLLOWING PROPOSALS: your votes as /X/
indicated in
this example

1. Election of three directors to serve until the
year 2001, or until their successors are elected
and qualified.
FOR all WITHHOLD Term expiring 2001: Messrs.
nominees listed AUTHORITY Lawrence A. Collett, Irving
(except as indicated to vote for all A. Shepard, and Andrew J.
to the contrary) nominees listed Signorelli
/ / / /
(INSTRUCTION: TO WITHHOLD
AUTHORITY TO VOTE FOR AN
INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME ON THE
LINE BELOW.)

----------------------------

2. Ratification of the selection of KPMG
Peat Marwick LLP as independent
public accountants for 1998.

FOR AGAINST ABSTAIN
/ / / / / /

WHEN PROPERLY EXECUTED AND RETURNED, THIS PROXY WILL BE VOTED IN THE MANNER
SPECIFIED THEREON, AND IN THE BEST JUDGEMENT OF THE PROXIES ON ANY OTHER
BUSINESS WHICH PROPERLY COMES BEFORE THE MEETING. IF NO MANNER IS SPECIFIED,
THE PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.

DATE: , 1998
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SIGNATURE OF SHAREHOLDER

NOTE: Please sign as your name appears hereon. If shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give your full name as such. If a corporation,
please sign in full corporate name by an authorized officer. If a partnership,
please sign in full partnership name by authorized person.

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[CASS LOGO]

March 23, 1998

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders:
The Annual Meeting of Shareholders of Cass Commercial Corporation will be
held at the offices of Cass Commercial Corporation located at 13001 Hollenberg
Drive, Bridgeton, Missouri on Monday, April 20, 1998, at 11:00 a.m., for the
following purposes:

1. To elect directors for three year terms and until the 2001 Annual
Meeting.

2. Ratification of the selection of KPMG Peat Marwick LLP as independent
public accountants for 1998.

3. To act upon such other matters as may properly come before the meeting.

The close of business on March 12, 1998, has been fixed as the record date
for determining shareholders entitled to notice of and to vote at the Meeting.

By order of the Board of Directors,

Eric H. Brunngraber
Vice President - Secretary
Chief Financial Officer

CASS COMMERCIAL CORPORATION

Solicited by the Board of Directors

The undersigned hereby constitutes and appoints Lawrence A. Collett, and
Andrew J. Signorelli, and either of them, attorneys with full power of
substitution, with the powers the undersigned would possess if personally
present, to vote all shares of Common Stock of the undersigned in CASS
COMMERCIAL CORPORATION at the Annual Meeting of Shareholders to be held at
11:00 a.m., April 20, 1998, and at any adjournments thereof on all matters
properly before the meeting.

(Continued and To Be Signed on Other Side.)

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Appendix

Page 11 of the printed proxy contains a Comparison of Cumulative Total
Returns Graph. The information contained in the graph has been presented in a
format that may be processed by the EDGAR system.