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1 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:

2 CASS COMMERCIAL CORPORATION 13001 Hollenberg Drive Bridgeton, Missouri 63044 PROXY STATEMENT Annual Meeting of Shareholders to be held April 17, 2000 This Proxy Statement is being furnished to the common shareholders of Cass Commercial Corporation (the "Company") on or about March 20, 2000 in connection with the solicitation of proxies on behalf of the Board of Directors of the Company for use at the annual meeting of shareholders (the "Annual Meeting") to be held on April 17, 2000 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 stock, par value $.50 per share ("Shares" or the "Common Stock"), of the Company at its close of business on March 5, 2000, (the "Record Date") are entitled to receive notice of and vote at the Annual Meeting. On the Record Date, 3,642,883 shares of Common Stock were outstanding. Holders of record of Common Stock (the "Shareholders") 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 Shareholders 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 21.94% of the Common Stock outstanding on the Record Date. Shareholders 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). 1

3 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 20, 2000. 2

4 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 11 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 a $300 monthly retainer fee, a $600 fee for attendance at each meeting of the Board and a $400 fee for attendance at each meeting of a Committee of the Board. The nominees for election to the Board of Directors are: Mr. Bodine, Mr. Fucoloro, Mr. Krieg and Mr. Kuehner, each of whom is a current director of the Company. MANAGEMENT OF THE COMPANY RECOMMENDS A VOTE FOR THE NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS. 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: 75 Aluminum, Inc. Director since 1966 (manufacturer) Current term expires 2000 Mr. Bodine is a nominee for re-election to the Board of Directors Bryan S. Chapell President, Covenant Age: 45 Theological Seminary Director since 1998 Current term expires 2002 Lawrence A. Collett Chairman of the Board of the Company & Age: 57 subsidiaries since 1992; Director since 1983 Chief Executive Officer of the Company & Current term expires 2001 subsidiaries since 1990 Thomas J. Fucoloro Consultant Age: 74 Mr. Fucoloro is a nominee for re-election Director since 1986 to the Board of Directors Current term expires 2000 Harry J. Krieg Consultant to the Company; Age: 75 Chairman of the Company & subsidiaries, Chairman Emeritus, since 1992 1975 - 1992 Director since 1962 Mr. Krieg is a nominee for re-election Current term expires 2000 to the Board of Directors Howard A. Kuehner Investor Age: 84 Mr. Kuehner is a nominee for re-election Director since 1966 to the Board of Directors Current term expires 2000 3

5 Principal Occupation Director During Past 5 Years ------- -------------------- Jake Nania Investor Age: 75 Director since 1967 Current term expires 2002 Irving A. Shepard President, Venture Age: 82 Consultants, Inc. Director since 1970 (consulting company) Current term expires 2001 Andrew J. Signorelli Vice President, Andrews Educational Age: 60 & Research Center; Founder, Director since 1986 Hope Educational & Research Center Current term expires 2001 John J. Vallina President of Cass Bank, since 1992 Age: 57 Director since 1992 Current term expires 2002 Bruce E. Woodruff Attorney; of counsel to Armstrong Age: 69 Teasdale LLP Director since 1995 Current term expires 2002 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 24 times during 1999, examines and approves loans and discounts and exercises the authorization of loans and discounts. The Audit and Compliance Committee, which met 4 times during 1999, 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 2 times during 1999, reviews and recommends to the Board the salaries and all other forms of compensation of the officers of the Company and it's subsidiaries. In 1998, a temporary Y2K Committee was created to monitor the Company's on-going activities related to the year 2000 project plan being implemented by Company management. The committee was composed of Mr. Collett, Mr. Krieg and Mr. Woodruff, met 6 times during 1999 and reported to the Board after each Y2K Committee meeting. During 1999, there were 13 meetings of the Board of Directors. Mr. Kuehner was the only director that did not attend at least 75% or more of the aggregate number of meetings of the Board and committees on which he served. 4

6 EXECUTIVE OFFICERS The executive officers of the Company, their ages as of December 31, 1999, and their positions with the Company and subsidiaries are set forth below. All officers serve at the pleasure of the Company's Board of Directors. Name Age Positions ---- --- --------- Lawrence A. Collett 57 Chairman and Chief Executive Officer of the Company and subisidiaries; Director of the Company and subsidiaries Eric H. Brunngraber 42 Vice President-Secretary and Chief Financial Officer of the Company and subsidiaries William C. Bouchein 64 Vice President - Treasurer of the Company 5

7 EXECUTIVE COMPENSATION The following table summarizes compensation earned or awarded for the three years ended December 31, 1999 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 1999 $291,000 $42,800 $126,250 25,000 $4,116 Chairman and 1998 266,000 64,400 -- -- 4,650 Chief Executive Officer 1997 241,000 63,700 -- -- 3,720 of the Company and subsidiaries; Director of the Company and subsidiaries Eric H. Brunngraber 1999 $106,600 $21,500 -- 4,000 $2,321 Vice President - Secretary 1998 101,600 28,000 -- -- 2,537 and Chief Financial Officer 1997 96,600 26,000 -- 4,000 2,048 of the Company and subsidiaries William C. Bouchein 1999 $132,500 $13,500 -- 2,400 $4,556 Vice President - Treasurer 1998 130,000 22,000 -- -- 5,910 of the Company 1997 127,500 22,000 -- -- 5,377 Awards for restricted stock for performance in 1999 made to Mr. Collett on January 19, 1999, pursuant to the terms of the Company's 1995 Restricted Stock Bonus Plan. The value of restricted stock was calculated by multiplying the average of the high and low market price of the Company's stock on the date of the award by the number of shares awarded. Shares are subject to a three-year vesting schedule, with 1/3 of the shares vesting each year on the anniversary date of the awards, beginning January 19, 2000. These restricted shares are entitled to vote and to be paid normal cash dividends. At December 31, 1999 the unvested restricted stock holding of Mr. Collett consisted of the 5,000 shares awarded on January 19, 1999, with a value of $101,250 based on the market value of the Company's shares at December 31, 1999. These amounts represent Company matching contributions paid on behalf of the executive under the Company's 401(k) Plan (in 1999 contributions were $2,400 for Mr. Collett, $1,971 for Mr. Brunngraber and $1,810 for Mr. Bouchein) and the imputed value of group term life premiums paid on their behalves (in 1999 premiums were $1,716 for Mr. Collett, $350 for Mr. Brunngraber and $2,746 for Mr. Bouchein). 6

8 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. The following table summarizes stock options outstanding as of December 31, 1999: Weighted Average Exercise Options Remaining Price Outstanding Contractual Life -------- ----------- ---------------- $10.32 85,440 3.47 years 20.36 6,000 4.00 23.00 3,500 6.00 24.63 2,000 6.00 25.25 61,350 6.00 25.45 8,500 4.00 Of these shares 25,960 were exercisable with a weighted average exercise price of $10.32. These options vest over a period not to exceed seven years, but the vesting period can be accelerated based on the Company's attainment of certain financial operating performance criteria. The Bonus Plan provides for the issuance of up to 100,000 shares of the Company's common stock. As of December 31, 1999, an aggregate of 40,900 shares of the Company's common stock had been awarded. Interest in the shares of common stock awarded under the Bonus Plan vest over a three year period. Common stock awarded under the Bonus Plan is accounted for through the establishment of a contra shareholders' equity account. This contra shareholders' equity account is amortized against income over the vesting period of the stock awards. OPTION GRANTS IN 1999 The following table summarizes options granted during 1999 to the executive officers named above, together with estimates of the value of such options at the end of their seven-year terms assuming the market value of the Common Stock appreciates at an annual rate of 5% or 10%. Percent of Potential Realizable Numbers of Total Value at Assumed Annual Securities Options Rates of Stock Price Underlying Granted to Appreciation For Options Employees Exercise Options Term Granted in Fiscal Base Price Expiration ------------------------ (#) Year ($/SH) Date 5% ($) 10% ($) ---------- ---------- ---------- ---------- ------- ------- Mr. Collett 25,000 37.3% 25.25 2006 256,982 598,878 Mr. Brunngraber 4,000 6.0 25.25 2006 41,117 95,820 Mr. Bouchein 2,400 3.6 25.25 2006 24,670 57,492 7

9 OPTIONS EXERCISED IN 1999 AND YEAR-END OPTION VALUES The following table summarizes options exercised during 1999, and the values of options outstanding on December 31, 1999, 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 -- -- 16,408 / 36,592 $162,931 / $115,109 Mr. Brunngraber -- -- 2,886 / 11,114 $28,657 / $30,922 Mr. Bouchein 2,700 $39,298.50 816 / 4,884 $8,103 / $24,666 DEFINED BENEFIT RETIREMENT PLANS RETIREMENT PLAN FOR EMPLOYEES OF CASS COMMERCIAL CORPORATION 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 $15,700 $23,500 $31,300 $39,100 $47,000 $54,800 $62,600 150,000 19,200 28,700 38,300 47,900 57,500 67,000 76,600 175,000 20,600 30,800 41,100 51,400 61,700 71,900 82,200 200,000 20,600 30,800 41,100 51,400 61,700 71,900 82,200 8

10 Estimated benefit calculation assumes retirement at age 65 in the year 2001 with no increase in the maximum social security taxable wage base after 1999. 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 1999 is $160,000. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN In addition to the above defined benefit plan, in 1998 the Company established the Cass Commercial Corporation Supplemental Retirement Plan, which covers key executive officers of the Company. This supplemental plan was designed to provide additional retirement benefits to key executives whose benefits are limited by the Internal Revenue Service under the Company's qualified plan. Upon retirement, participants in the plan will receive monthly payments equal to one twelfth of 70% of Final Average Earnings and reduced proportionately for length of service less than 25 years and reduced by the participant's: (a) Qualified retirement plan benefit, (b) Primary social security benefit, and (c) 401(k) hypothetical annuity Final Average Earnings, normal retirement age and years of participation at normal retirement of Mr. Collett, Mr. Brunngraber and Mr. Bouchein are the same as under the Retirement Plan for Employees of Cass Commercial Corporation, except non-cash compensation is excluded from Final Average Earnings. 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 $ -- $ 3,700 $ 13,400 $ 23,100 $ 15,200 $ 7,400 $ -- 150,000 -- 7,200 18,600 30,000 20,400 10,900 1,300 175,000 2,100 14,900 29,100 43,300 33,000 22,800 12,500 200,000 9,100 25,400 43,100 60,800 50,500 40,300 30,000 300,000 37,100 67,400 99,100 130,800 120,500 110,300 100,000 400,000 65,100 109,400 155,100 200,800 190,500 180,300 170,000 Estimated benefit calculation assumes retirement at age 65 in the year 2001. 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 $10,000 for 1999. 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 1999, 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. 9

11 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 that 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 that is directly related to the Company's pre-tax earnings. Most of the executives received decreases in 1999 bonuses due to the decline in profits of the Company. 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 1999. 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 10

12 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. COMPARISON OF CUMULATIVE TOTAL RETURNS PERFORMANCE SINCE DATE FIRST QUOTED ON NASDAQ STOCK MARKET (7/1/96) CASS COMMERCIAL CORPORATION [GRAPH] 7/1/96 9/30/96 12/31/96 3/31/97 6/30/97 9/30/97 12/31/97 3/31/98 Nasdaq Stock Market (US) 100 102.47 107.5 101.68 120.31 140.67 131.92 154.311 Nasdaq Bank Stocks 100 110.13 124.36 133.67 155.54 183.44 210.09 220.118 Cass Commercial Corporation 100 103.72 108.508 126.58 152.57 140.7 140.01 194.751 Index Level 100 100 100 100 100 100 100 100 6/30/98 9/30/98 12/31/98 3/31/99 6/30/99 9/30/99 12/31/99 Nasdaq Stock Market (US) 158.779 143.744 185.392 207.71 227.261 232.44 335.47 Nasdaq Bank Stocks 215.912 182.1 206.242 198.48 213.02 193.87 198.76 Cass Commercial Corporation 171.945 144.628 144.215 145.33 144.244 151.32 121.2 Index Level 100 100 100 100 100 100 100 11

13 CERTAIN RELATIONSHIPS AND RELATED PARTY 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 depository accounts. 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, 1999, 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 $1.2 million, which represented approximately 2.1% 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 LLP, counsel to the Company and subsidiaries. 12

14 PRINCIPAL SHAREHOLDERS The following table contains information with respect to beneficial ownership of the Company's outstanding common stock, as of March 5, 2000, by: (1) each person known to the Company to be the beneficial owner of more than 5% of common stock, (2) each director of the Company and (3) each executive officer of the Company named in the Summary Compensation Table. Unless otherwise indicated, the address of all such persons is c/o the Company, 13001 Hollenberg Drive, Bridgeton, Missouri 63044. 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 82,000 2.25% William C. Bouchein 33,256 Eric H. Brunngraber 3,486 Bryan S. Chapell 300 Lawrence A. Collett 65,435 1.79 Thomas J. Fucoloro -- Harry J. Krieg 50,588 1.39 Howard A. Kuehner 84,804 2.33 Jake Nania 344,066 9.44 Irving A. Shepard 17,406 A. J. Signorelli 109,310 3.00 John J. Vallina 6,370 Bruce E. Woodruff 6,800 ------- All executive officers and directors as a group 803,821 21.94% ------- Other beneficial owners: David L. Babson and Company, Inc. 304,900 8.37% One Memorial Drive Cambridge, Massachusetts 02142-1300 - --------------- Less than 1% of class. Excludes 8,784 shares held in a trust as to which Mr. Bodine's wife has sole voting and dispositive power. These shares are held in a trust with the named shareholder having sole voting and dispositive power. Includes 816 shares Mr. Bouchein has the right to acquire under the 1995 Performance-Based Stock Option Plan. These shares are owned jointly with his wife. Includes 2,886 shares Mr. Brunngraber has the right to acquire under the 1995 Performance- Based Stock Option Plan. These shares were granted under the Company's 1995 Restricted Bonus Plan and are subject to forfeiture; however, Mr. Chapell has voting but no dispositive rights. Of these shares, 17,270 are owned jointly with his wife. In addition, 3,333 of these shares were granted under the Company's 1995 Restricted Bonus Plan and are subject to forfeiture; however, Mr. Collett has voting but no dispositive rights. Includes 16,408 shares Mr. Collett has the right to acquire under the 1995 Performance-Based Stock Option Plan. Excludes 200 shares held in a trust as to which Mr. Fucoloro's wife has sole voting and dispositive powers. These shares are in trust with Mr. Krieg having shared voting and dispositive powers. Excludes 51,211 shares owned by his wife. 13

15 Of these shares, 23,180 are in a trust with Mr. Kuehner having shared voting and dispositive powers. Excludes 106,988 shares owned by his wife. Of these shares 343,766 are in a trust with the named shareholder having sole voting and dispositive power. In addition, 300 of these shares were granted under the Company's 1995 Restricted Bonus Plan and are subject to forfeiture; however, Mr. Nania has voting but no dispositive rights. Includes 7,600 shares held in a trust with Mr. Shepard as trustee and beneficiary. 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. These shares are held in trust with Mr. Vallina having shared voting and dispositive power. Of these shares 6,500 are held in a trust with Mr. Woodruff having sole voting and dispositive power. Includes 300 shares granted under the Company's 1995 Restricted Bonus Plan and are subject to forfeiture; however, Mr. Woodruff has voting but no dispositive rights. This information was obtained from Schedule 13G filed with the Securities and Exchange Commision by David L. Babson and Company, Inc. on January 25, 2000. 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 1999 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 LLP were the auditors of the Company during the year ended December 31, 1999 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 Shareholders their ratification of its selection of KPMG LLP as independent auditors to audit the accounts of the Company and its subsidiaries for 2000. KPMG LLP has served as the Company's independent auditors since 1983. A representative of KPMG 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 Shareholders. MANAGEMENT OF THE COMPANY RECOMMENDS VOTING FOR THE RATIFICATION OF THE SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR 2000. 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 Shareholders" 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 judgment. 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. 14

16 SHAREHOLDER 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 21, 2000. 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. The Company's form of proxy for next year's Annual Meeting may permit the representatives named in the proxy to vote in their discretion on any other shareholder proposal of which notice has not been given to the Company by February 4, 2001. 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 15

17 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 four directors to serve until the year 2003, or until their successors are elected and qualified. FOR all WITHHOLD Term expiring 2003: Messrs. nominees listed AUTHORITY Robert J. Bodine, Thomas J. (except as indicated to vote for all Fucoloro, Harry J. Krieg, to the contrary) nominees listed and Howard A. Kuehner / / / / (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 LLP as independent public accounts for 2000. 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. - ------------------------------------------------------------/--------, 2000 SIGNATURE OF SHAREHOLDER - ------------------------------------------------------------/--------, 2000 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. - -------------------------------------------------------------------------------- [ARROW] FOLD AND DETACH HERE [ARROW] [CASS LOGO] March 20, 2000 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 17, 2000, at 11:00 a.m., for the following purposes: 1. To elect directors for three year terms and until the 2003 Annual Meeting. 2. Ratification of the selection of KPMG LLP as independent public accountants for 2000. 3. To act upon such other matters as may properly come before the meeting. The close of business on March 5, 2000, 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

18 CASS COMMERCIAL CORPORATION SOLICITED BY THE BOARD OF DIRECTORS The undersigned hereby constitutes and appoints Lawrence A. Collett, and Eric H. Brunngraber, 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 17, 2000, and at any adjournments thereof on all matters properly before the meeting. (Continued and To Be Signed On Other Side.) - ------------------------------------------------------------------------------- [ARROW] FOLD AND DETACH HERE [ARROW]

19 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.