Edgar Filing: CASS INFORMATION SYSTEMS INC

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

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

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|_| Preliminary Proxy Statement
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Cass Information Systems, Inc.
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(Name of Registrant as Specified In Its Charter)

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CASS INFORMATION SYSTEMS, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held on
April 15, 2002

TO THE SHAREHOLDERS:

The Annual Meeting of Shareholders of Cass Information Systems, Inc. will
be held at the offices of Cass Information Systems, Inc. located at 13001
Hollenberg Drive, Bridgeton, Missouri on Monday, April 15, 2002, at 11:00 a.m.,
for the following purposes:

1. To elect four Directors, each to serve for a three year term;

2. To act upon ratification of the selection of KPMG LLP as independent
public accountants for 2002; and

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

The close of business on March 5, 2002 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
Secretary

March 18, 2002
Bridgeton, Missouri

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING.
WHETHER OR NOT YOU INTEND TO BE PRESENT, PLEASE COMPLETE, DATE, SIGN AND RETURN
THE ENCLOSED PROXY CARD IN THE STAMPED AND ADDRESSED ENVELOPE ENCLOSED FOR YOUR
CONVENIENCE. SHAREHOLDERS CAN HELP THE COMPANY AVOID UNNECESSARY EXPENSE AND
DELAY BY PROMPTLY RETURNING THE ENCLOSED PROXY CARD. 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.

CASS INFORMATION SYSTEMS, INC.
13001 Hollenberg Drive
Bridgeton, Missouri 63044

PROXY STATEMENT

Annual Meeting of Shareholders
to be held April 15, 2002

This Proxy Statement is being furnished to the common shareholders of Cass
Information Systems, Inc. (the "Company") on or about March 18, 2002 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 15, 2002 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, 2002,
(the "Record Date") are entitled to receive notice of and vote at the Annual
Meeting. On the Record Date, 3,202,822 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 public accountants requires the affirmative vote of holders of a
majority of the shares of Common Stock voted. Abstentions are counted in the
number of shares present for purposes of determining whether a quorum is
present, and are counted as having voted on each matter presented for vote. As a
result, an abstention has the same effect as a vote against a proposal, but will
have no effect on the vote to elect directors. Broker non-votes are counted in
the number of shares present for purposes of determining whether a quorum is
present, but as not being present as to matters for which voting instructions
are not given. As a result, broker non-votes will have no effect on voting on
any matter voted on at the meeting.

Management of the Company ("Management"), together with members of the
Board of Directors of the Company, in the aggregate, directly or indirectly
controlled approximately 25.03% 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 public 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 the 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 vote is taken at
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 Information Systems, Inc., 13001 Hollenberg Drive,
Bridgeton, Missouri 63044 (telephone number (314) 506-5500).

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 18, 2002.

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 eleven 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. Upon re-election
to the Board, each Director receives 300 shares of restricted stock. 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. These restricted shares are entitled
to vote and to be paid normal cash dividends.

The nominees for election to the Board of Directors are Mr. Chapell, Mr.
Nania, Mr. Vallina, and Mr. Woodruff, each of who is a current director of the
Company. The Board of Directors 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: 77 Aluminum, Inc.
Director since 1966 (manufacturer)
Current term expires 2003

Bryan S. Chapell President, Covenant
Age: 47 Theological Seminary
Director since 1998 Mr. Chapell is a nominee for re-election
Current term expires 2002 to the Board of Directors.

Lawrence A. Collett Chairman of the Board of the Company &
Age: 59 subsidiaries since 1992;
Director since 1983 Chief Executive Officer of the Company &
Current term expires 2004 subsidiaries since 1990

Thomas J. Fucoloro Consultant
Age: 76
Director since 1986
Current term expires 2003

Harry J. Krieg Consultant to the Company;
Age: 77 Chairman of the Company & subsidiaries,
Chairman Emeritus, since 1992 1975 - 1992
Director since 1962
Current term expires 2003

Howard A. Kuehner Investor
Age: 86
Director since 1966
Current term expires 2003

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

Jake Nania Investor
Age: 77 Mr. Nania is a nominee for re-election
Director since 1967 to the Board of Directors.
Current term expires 2002

Irving A. Shepard President, Venture
Age: 84 Consultants, Inc.
Director since 1970 (consulting company)
Current term expires 2004

Andrew J. Signorelli Vice President, Andrews Educational
Age: 62 & Research Center; Founder,
Director since 1986 Hope Educational & Research Center
Current term expires 2004

John J. Vallina President of Cass Bank, since 1992
Age: 59 Mr. Vallina is a nominee for re-election
Director since 1992 to the Board of Directors.
Current term expires 2002

Bruce E. Woodruff Attorney; of counsel to Armstrong
Age: 71 Teasdale LLP
Director since 1995 Mr. Woodruff is a nominee for re-election
Current term expires 2002 to the Board of Directors.

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. Krieg, 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 2001, examines and
approves loans and discounts and exercises the authorization of loans and
discounts.

The Audit and Compliance Committee, which met 4 times during 2001,
recommends to the Board independent public accountants to perform audit and
non-audit services, reviews the scope and results of such services, reviews with
management and the independent public accountants 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 3 times during 2001, reviews and
recommends to the Board the salaries and all other forms of compensation of the
officers of the Company and its subsidiaries.

During 2001, there were 12 meetings of the Board of Directors. Each
director attended at least 75% or more of the aggregate number of meetings of
the Board and committees on which he served.

Executive Officers

The executive officers of the Company, their ages 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 59 Chairman and Chief Executive Officer of the
Company and subsidiaries; Director of the
Company and subsidiaries

William C. Bouchein 66 Vice President - Treasurer of the Company

Eric H. Brunngraber 45 Vice President-Secretary and Chief Financial
Officer of the Company and subsidiaries

Terrence J. Cowee 53 Senior Vice President - Transportation Information
Services

Harry M. Murray 48 Chief Operating Officer- Utility Information Services

John F. Pickering 51 Chief Operating Officer - Transportation Information
Services

Executive Compensation

The following table summarizes compensation with respect to each of the
last three fiscal years to the individual who served as the Company's Chief
Executive Officer for fiscal 2001, and to each person who was, for the fiscal
year ended December 31, 2001, among the four other most highly compensated
executive officers of the Company. These persons are referred to as the named
executive officers.

Long Term Compensation
Annual Compensation Restricted Securities
Name and ------------------- Stock, ($) Underlying All Other
Principal Position Year Salary Bonus Awards (1) (2) Options (#) Compensation (3)
------------------------- ---- ------ ----- -------------- ------------ ----------------

Lawrence A. Collett 2001 $316,000 $56,700 -- -- $3,840
Chairman and 2000 291,000 58,200 -- -- 3,840
Chief Executive Officer 1999 291,000 42,800 126,250 25,000 4,116
of the Company and
subsidiaries; Director of the
Company and subsidiaries

Eric H. Brunngraber 2001 $126,600 $25,500 -- -- $2,586
Vice President - Secretary 2000 111,600 27,500 -- -- 2,321
and Chief Financial Officer 1999 106,600 21,500 -- 4,000 2,321
of the Company and
subsidiaries

Terrence J. Cowee 2001 $130,000 $51,142 -- -- $3,239
Senior Vice President - 2000 118,000 54,373 -- -- 3,225
Transportation Information 1999 114,000 48,312 -- 3,500 3,398
Services

Harry M. Murray 2001 $140,000 $14,700 -- -- $2,755
Chief Operating Officer - 2000 130,000 13,000 -- -- 2,593
Utility Information Services 1999 126,500 17,000 -- 5,000 2,943

John F. Pickering 2001 $166,500 $14,500 -- -- $3,240
Chief Operating Officer - 2000 160,000 29,000 -- -- 3,000
Transportation Information 1999 156,000 24,000 -- 5,000 3,041
Services

(1) 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.

(2) At December 31, 2001, the unvested restricted stock holding of Mr. Collett
consisted of the 1,667 shares awarded on January 19, 1999, with a value of
$40,842 based on the market value of the Company's shares at December 31,
2001.

(3) These amounts represent Company matching contributions paid on behalf of
the executive under the Company's 401(k) Plan (in 2001 contributions were
$2,550 for Mr. Collett, $2,287 for Mr. Brunngraber, $2,550 for Mr. Cowee,
$2,305 for Mr. Murray, and $2,550 for Mr. Pickering) and the imputed value
of group term life premiums paid on their behalves (in 2001 premiums were
$1,290 for Mr. Collett, $299 for Mr. Brunngraber, $689 for Mr. Cowee, $450
for Mr. Murray, and $690 for Mr. Pickering).

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, 2001:

Weighted Average
Exercise Options Remaining
Price Outstanding Contractual Life
-------- ----------- ----------------
$10.32 69,004 1.98 years
20.36 6,000 3.21
23.00 3,500 4.00
24.63 2,000 4.00
25.25 59,850 4.00
25.45 8,500 2.94

Of these shares, 50,608 were exercisable with a weighted average exercise
price of $11.59. 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, 2001, an aggregate of 10,700 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 2001

There were no options granted to the named executive officers in 2001.

Options Exercised in 2001 and Year-end Option Values

The following table summarizes options exercised during 2001, and the
values of options outstanding on December 31, 2001, for the named executive
officers.

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 -- -- 22,232 / 30,768 $315,250 / $81,790

Mr. Brunngraber -- -- 4,966 / 9,034 $58,620 / $26,460

Mr. Cowee -- -- -- / 5,486 -- / $28,161

Mr. Murray -- -- -- / 7,648 -- / $37,549

Mr. Pickering 9,366 $85,277 -- / 9,634 -- / $65,710

Defined Contribution Savings Plan

All full-time employees of the Company and subsidiaries are eligible to
participate in the Cass Information Systems, Inc. 401(k) Plan. Employees may
voluntarily defer up to 15% of pre-tax earnings subject to the IRS maximum
limitation, which was $10,500 for 2001. 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 2001 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.

Defined Benefit Retirement Plans

Retirement Plan for Employees of Cass Information Systems, Inc.

All officers of the Company and subsidiaries are participants in the
Retirement Plan for Employees of Cass Information Systems, Inc., 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
Information Systems, Inc. 401(k) Plan.

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. Cowee-35; Mr. Murray-34; Mr. Pickering-37.

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

Estimated Annual Retirement Benefit (1)(2)
------------------------------------
Final Years of Service Credited at Retirement
Average ---------------------------------------
Earnings 10 15 20 25 30 35 40
----------------------------------------------------------------------------------------------------------

$ 125,000 $ 15,300 $ 23,000 $ 30,700 $ 38,300 $ 46,000 $ 53,600 $ 61,300

150,000 18,800 28,200 37,700 47,100 56,500 65,900 75,300

175,000 21,600 32,400 43,300 54,100 64,900 75,700 86,500

200,000 21,600 32,400 43,300 54,100 64,900 75,700 86,500

(1) Estimated benefit calculation assumes retirement at age 65 in the year
2003 with no increase in the maximum social security taxable wage base
after 2001.

(2) 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 2001 was
$170,000.

Supplemental Executive Retirement Plan

In addition to the above defined benefit plan, in 1998 the Company
established the Cass Information Systems, Inc. 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 are the same as under the Retirement Plan for Employees of
Cass Information Systems, Inc.

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

$ 125,000 $ -- $ -- $ 8,100 $ 18,000 $ 10,300 $ 2,700 $ --

150,000 -- 1,300 12,800 24,400 15,000 5,600 --

175,000 -- 6,700 20,300 34,000 23,200 12,400 1,600

200,000 4,700 17,200 34,300 51,500 40,700 29,900 19,100

300,000 32,700 59,200 90,300 121,500 110,700 99,900 89,100

400,000 60,700 101,200 146,300 191,500 180,700 169,900 159,100

(1) Estimated benefit calculation assumes retirement at age 65 in the year
2003.

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 its 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
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 bonuses in 2001 comparable to or slightly less than those received in
2000 due to the level of profits achieved in 2001.

The Committee reviews the CEO's salary annually in December for the
following fiscal year. Bonuses are calculated in July and January, and relate
directly to the profit performance for the year. The CEO's bonus is a percentage
of total profit sharing allocations and fluctuates with the Company's return on
equity. The CEO's salary was increased in 2001 due to improved profitability in
2000. The CEO's bonus for 2001 was directly related to profit performance in
2001 and was slightly lower than 2000. A three-year stock grant was provided to
the CEO in January 1999; no additional stock compensation was provided in 2001.

The Committee generally seeks to maintain salaries at levels competitive
with 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 and bonuses are calculated 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 amount of bonus available for executive officers is a percentage of the
profit sharing allocation for all staff members and is based on the growth in
net earnings of the company. As a result, the amount available for executive
officers in 2001 was decreased from 2000 levels.

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 2001. 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

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 for the last five fiscal years with the cumulative total
return, including all dividends, of (i) The Nasdaq Stock Market Index for United
States companies, and (ii) The Nasdaq Computer and Data Processing Stocks Index.

Comparison of Cumulative Total Returns
Performance Quoted on The Nasdaq Stock Market for the last Five Fiscal Years
Cass Information Systems, Inc.

[The following table was depicted as a mountain graph in the printed material.]

Cass Information Systems, Inc. Nasdaq Stock Market (US) Nasdaq Computer and Data Processing Stocks

12/31/1996 12/31/1996 100.000 100.000 100.000 100.000
1/31/1997 102.556 107.094 109.053 100.000
2/28/1997 107.348 101.168 100.225 100.000
3/31/1997 116.651 94.570 92.829 100.000
4/30/1997 113.446 97.518 104.888 100.000
5/30/1997 105.114 108.561 116.417 100.000
6/30/1997 140.611 111.899 118.977 100.000
7/31/1997 128.355 123.689 131.370 100.000
8/29/1997 127.710 123.505 127.852 100.000
9/30/1997 129.665 130.824 130.139 100.000
10/31/1997 129.665 124.008 127.477 100.000
11/28/1997 130.313 124.663 130.698 100.000
12/31/1997 12/31/1997 129.032 122.477 122.874 100.000
1/30/1998 182.470 126.359 132.133 100.000
2/27/1998 182.144 138.232 149.989 100.000
3/31/1998 179.481 143.342 162.340 100.000
4/30/1998 170.311 145.766 163.706 100.000
5/29/1998 158.520 137.668 152.243 100.000
6/30/1998 158.463 147.283 179.817 100.000
7/31/1998 158.134 145.558 173.825 100.000
8/31/1998 151.545 116.697 141.217 100.000
9/30/1998 133.289 132.887 168.704 100.000
10/30/1998 135.278 138.725 163.920 100.000
11/30/1998 135.278 152.826 189.703 100.000
12/31/1998 12/31/1998 132.908 172.681 219.196 100.000
1/29/1999 132.908 197.743 265.013 100.000
2/26/1999 133.576 180.035 235.067 100.000
3/31/1999 133.933 193.655 264.374 100.000
4/30/1999 133.260 199.893 250.885 100.000
5/28/1999 132.587 194.354 244.838 100.000
6/30/1999 132.935 211.833 274.969 100.000
7/30/1999 132.935 208.014 258.689 100.000
8/31/1999 131.917 216.809 272.426 100.000
9/30/1999 139.456 217.106 286.354 100.000
10/29/1999 128.518 234.509 307.870 100.000
11/30/1999 118.948 263.036 357.610 100.000
12/31/1999 12/31/1999 111.695 320.894 481.813 100.000
1/31/2000 111.006 309.045 425.408 100.000
2/29/2000 113.074 367.842 503.892 100.000
3/31/2000 110.013 360.251 475.839 100.000
4/28/2000 116.976 303.006 364.692 100.000
5/31/2000 117.672 266.454 320.172 100.000
6/30/2000 116.691 313.241 388.416 100.000
7/31/2000 114.582 296.262 348.795 100.000
8/31/2000 109.380 331.282 393.071 100.000
9/29/2000 99.437 288.245 359.273 100.000
10/31/2000 98.016 264.572 328.881 100.000
11/30/2000 104.586 203.838 238.549 100.000
12/29/2000 12/29/2000 100.534 193.012 221.852 100.000
1/31/2001 128.540 216.423 256.490 100.000
2/28/2001 117.768 167.556 196.198 100.000
3/30/2001 106.581 144.076 161.857 100.000
4/30/2001 113.425 165.571 198.852 100.000
5/31/2001 115.427 165.371 199.183 100.000
6/29/2001 115.964 169.811 210.740 100.000
7/31/2001 117.194 159.009 184.932 100.000
8/31/2001 116.843 141.685 152.604 100.000
9/28/2001 124.356 117.812 128.907 100.000
10/31/2001 124.238 132.925 149.854 100.000
11/30/2001 139.620 151.849 170.017 100.000
12/31/2001 12/31/2001 146.173 153.153 178.689 100.000

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, 2001, 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 $3,661,127, which represented
approximately 6.6% 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.

Audit and Compliance Committee Report

The Board of Directors maintains an Audit and Compliance Committee
comprised of five outside directors. The Board of Directors and the Audit and
Compliance Committee believes that the Committee's current member composition
satisfies The Nasdaq rule that governs audit committee composition, including
the requirement that audit committee members be "independent directors" as that
term is defined by NASD Rule 4200 (a)(14).

The Audit and Compliance Committee revised its written charter in January
2002. The full text of the charter is attached to this Proxy Statement as
Exhibit I.

During 2001, the Company incurred the following fees for services
performed by KPMG LLP, the Company's independent public accountants.

Audit Fees $90,900
Financial Information Systems Design and Implementation Fees $ --
All Other Fees (1):
Other non-audit services (2) $71,405

(1) The Audit and Compliance Committee has considered whether the provision of
these services is compatible with maintaining the independent public
accountant's independence.
(2) Other non-audit fees consisted of tax compliance and preparation services.

Management is responsible for the Company's internal controls, financial
reporting process and compliance with laws and regulations. The independent
public accountants are responsible for performing an independent audit of the
Company's consolidated financial statements in accordance with generally
accepted auditing standards and to issue a report thereon. The Committee's
responsibility is to monitor and oversee these processes.

In connection with the December 31, 2001 financial statements, the Audit
and Compliance Committee (1) reviewed and discussed the audited financial
statements with management; (2) discussed with the auditors the matters required
by Statement on Auditing Standards No. 61; and (3) received and discussed with
the auditors the matters required by Independence Standards Board Statement No.
1. Based upon these reviews and discussions, the Audit and Compliance Committee
recommended to the Board of Directors that the audited financial statements be
included in the Annual Report on Form 10-K filed with the SEC.

Thomas J. Fucoloro, Chairman
Harry J. Krieg
Howard A. Kuehner
Irving A. Shepard
Bruce E. Woodruff

Principal Shareholders

The following table contains information with respect to beneficial
ownership of the Company's outstanding common stock, as of March 5, 2002, 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 of the named
executive officer of the Company. 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 82,300 (1) 2.57%
Eric H. Brunngraber 3,780 (2) *
Bryan S. Chapell 575 (3) *
Lawrence A. Collett 69,586 (4) 2.17
Terrence J. Cowee 757 (5) *
Thomas J. Fucoloro 300 (6) *
Harry J. Krieg 50,888 (7) 1.59
Howard A. Kuehner 85,104 (8) 2.66
Harry M. Murray 9,165 (9) *
Jake Nania 344,066 (10) 10.74
John F. Pickering 9,696 (11) *
Irving A. Shepard 17,706 (12) *
A. J. Signorelli 112,266 (13) 3.50
John J. Vallina 8,651 (14) *
Bruce E. Woodruff 6,800 (15) *
All executive officers and directors
as a group (16 persons) 801,695 25.03%

----------

* Less than 1% of class.

(1) Includes 200 shares granted under the Company's 1995 Restricted Stock
Bonus Plan, which are subject to forfeiture; however, Mr. Bodine has
voting but no dispositive rights. Excludes 8,784 shares held in a trust as
to which Mr. Bodine's wife has sole voting and dispositive rights.

(2) Includes 2,764 shares owned jointly with his wife. Includes 1,016 shares
Mr. Brunngraber has the right to acquire under the 1995 Performance-Based
Stock Option Plan.

(3) These shares are owned jointly with his wife. Includes 100 shares granted
under the Company's 1995 Restricted Stock Bonus Plan, which are subject to
forfeiture; however, Mr. Chapell has voting but no dispositive rights.

(4) Includes 31,304 shares owned jointly with his wife. Includes 23,451 shares
Mr. Collett has the right to acquire under the 1995 Performance-Based
Stock Option Plan.

(5) Includes 717 shares owned jointly with his wife. Includes 40 shares Mr.
Cowee has the right to acquire under the 1995 Performance-Based Stock
Option Plan.

(6) Includes 200 shares granted under the Company's 1995 Restricted Stock
Bonus Plan, which are subject to forfeiture; however, Mr. Fucoloro has
voting but no dispositive rights. Excludes 200 shares held in a trust as
to which Mr. Fucoloro's wife has sole voting and dispositive rights.

(7) Includes 50,688 shares held in a trust with Mr. Krieg having shared voting
and dispositive rights. Includes 200 shares granted under the Company's
1995 Restricted Stock Bonus Plan, which are subject to forfeiture;
however, Mr. Krieg has voting but no dispositive rights. Excludes 51,211
shares owned by his wife.

(8) Includes 23,180 shares held in a trust with Mr. Kuehner having shared
voting and dispositive rights. Includes 200 shares granted under the
Company's 1995 Restricted Stock Bonus Plan, which are subject to
forfeiture; however, Mr. Kuehner has voting but no dispositive rights.
Excludes 53,494 shares owned by his wife.

(9) Includes 9,107 shares owned jointly with his wife. Includes 58 shares Mr.
Murray has the right to acquire under the 1995 Performance-Based Stock
Option Plan.

(10) Includes 343,966 shares held in a trust with Mr. Nania having sole voting
and dispositive rights. Includes 100 shares granted under the Company's
1995 Restricted Stock Bonus Plan, which are subject to forfeiture;
however, Mr. Nania has voting but no dispositive rights.

(11) Includes 9,638 shares owned jointly with his wife. Includes 58 shares Mr.
Pickering has the right to acquire under the 1995 Performance-Based Stock
Option Plan.

(12) Includes 17,406 shares held in a family partnership in which Mr. Shepard
has shared voting and dispositive rights. Includes 300 shares granted
under the Company's 1995 Restricted Stock Bonus Plan, which are subject to
forfeiture; however, Mr. Shepard has voting but no dispositive rights.

(13) Includes 111,966 shares held in various trusts with Mr. Signorelli having
shared voting and dispositive rights. Includes 300 shares granted under
the Company's 1995 Restricted Stock Bonus Plan, which are subject to
forfeiture; however, Mr. Signorelli has voting but no dispositive rights.

(14) Includes 8,534 shares held in a trust with Mr. Vallina having shared
voting and dispositive rights. Includes 117 shares Mr. Vallina has the
right to acquire under the 1995 Performance-Based Stock Option Plan.

(15) Includes 6,700 shares held in a trust with Mr. Woodruff having sole voting
and dispositive rights. Includes 100 shares granted under the Company's
1995 Restricted Stock Bonus Plan, which are subject to forfeiture;
however, Mr. Woodruff has voting but no dispositive rights.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of
the registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission,
and The Nasdaq. Officers, directors and greater than ten-percent shareholders
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms they file.

Based on its review of the copies of such forms received by it, and
written representation from certain reporting persons that no Forms 5 were
required for those persons the Company believes that, during 2001, all filing
requirements applicable to its officers, directors, and greater than ten-percent
beneficial owners were timely complied with.

SELECTION OF AUDITORS

KPMG LLP were the auditors of the Company during the year ended December
31, 2001 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
public accountants to audit the accounts of the Company and its subsidiaries for
2002.

KPMG LLP has served as the Company's independent public accountants 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.

The Board of Directors of the Company recommends voting FOR the
ratification of the selection of KPMG LLP as independent public accountants for
2002.

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.

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 20, 2002. 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, 2003. 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
Secretary

Cass Information Systems, Inc. Exhibit I
Audit and Compliance Committee Charter
As of January, 2002

The purpose of this charter is to set forth the objectives, composition, and
responsibilities of the Audit and Compliance Committee of the Board of
Directors.

I. PURPOSE

The Audit and Compliance Committee is appointed by the Board of Directors
to assist in fulfilling its oversight responsibilities of regulatory
compliance, corporate accounting and financial reporting practices of the
company and each of its subsidiaries. In addition, the Committee will:

o Oversee and appraise the quality of the internal and external audit
processes;

o Maintain free and open means of communication between the Board of
Directors, the independent auditors, the internal auditor, and the
financial management of the company;

o Serve as an independent and objective party to review the financial
information presented by management to shareholders, regulators, and
the general public;

o Review the adequacy of the company's administrative, operating and
internal accounting controls, and the company's compliance with the
letter and spirit of applicable Federal and state laws and
regulations.

II. COMPOSITION AND MEETINGS

The Committee will be comprised of at least three directors who are
independent of the management of the company and are free from any
relationship that, in the opinion of the Board of Directors, would
interfere with their exercise of independent judgement as a committee
member. All members of the Committee shall have a basic understanding of
finance and accounting and be able to read and understand fundamental
financial statements, and at least one member of the Committee shall have
accounting or related financial management expertise.

The Committee will hold at least four meetings per year and such
additional meetings as the Committee shall require in order to perform its
designated duties.

III. RESPONSIBILITIES AND DUTIES

Financial Reporting and Review

1. Review and assess the adequacy of this charter at least annually.
Submit the charter to the Board of Directors for approval and have
the document published at least every three years in accordance with
SEC regulations.

2. Review the annual audited financial statements. The review should
include discussion with financial management and the independent
auditors of significant issues regarding accounting principles,
practices and judgements.

3. Review with financial management and/or the independent auditors the
company's quarterly financial results. Discuss any significant
changes to the Company's accounting principles and any items
required to be communicated by the independent auditors in
accordance with Statement on Auditing Standards No. 61 (SAS 61),
Communication With Audit Committees.

4. Receive and review reports from the internal auditor and the
independent auditors that assess the adequacy and effectiveness of
the company's internal accounting control system; accounting
policies and procedures; and, financial and accounting management.

Cass Information Systems, Inc. Exhibit I
Audit and Compliance Committee Charter
As of January, 2002

5. Review legal and regulatory matters that may have a material impact
on the financial statements, related company compliance policies,
and programs and reports received from regulators.

6. Monitor management's response and actions taken to correct any
deficiencies noted by internal auditors, independent auditors or
regulatory agencies.

Independent and Internal Audit Oversight

7. Recommend to the Board of Directors the independent auditors to be
nominated, approve the compensation of the independent auditors, and
review and approve the discharge of the independent auditors.

8. Review and concur in the appointment, replacement, or dismissal of
the internal auditor.

9. Consider the audit scopes and plans of the internal auditor and
independent auditors.

10. Review with the internal auditor and the independent auditors the
coordination of audit effort to assure completeness of coverage,
reduction of redundant efforts, and the effective use of audit
resources.

11. Annually, receive a formal, written statement from the independent
auditors consistent with standards set by Independence Standards
Board Standard No. 1, Independence Discussions with Audit
Committees. The Committee shall discuss with the independent
auditors any relationships or services that may affect their
objectivity or independence.

Other Responsibilities

12. Annually prepare a report to shareholders as required by the
Securities and Exchange Commission. The report will be included in
the Company's annual proxy statement.

13. Maintain minutes of meetings and periodically report to the Board of
Directors on significant results of the foregoing activities.

14. Review the results of monitoring compliance with the company's code
of conduct.

15. Meet with the internal auditor, independent auditors and management
in private sessions to discuss any matters that the Committee or
these groups believe should be discussed privately with the
Committee.

16. Determine that there are no management restrictions placed on the
internal auditor or the independent auditors.

17. Perform an annual assessment of the Bank's performance in meeting
the requirements of the Community Reinvestment Act.

18. Conduct or authorize investigations into any matters within the
committee's scope of responsibilities, and perform such other
functions as assigned by law, the company's by-laws, or the Board of
Directors.

THIS PAGE INTENTIONALLY LEFT BLANK

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

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE FOLLOWING PROPOSALS: Please mark
your votes as
indicated in |X|
this example
1. Election of four directors to serve until the year 2005, or until their
successors are elected and qualified.

FOR all nominees WITHHOLD Nominees: 01 Bryan S. Chapell, 02 Jake Nania,
listed at right AUTHORITY 03 John J. Vallina and 04 Bruce E. Woodruff
(except as marked to vote for all nominees
to the contrary) listed at right (INSTRUCTIONS: 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
accountants for 2002. When properly executed and
returned, this proxy will be voted
FOR AGAINST ABSTAIN 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, this proxy will be
voted FOR proposals 1 and 2.

----------------------------------
Signature of Shareholder Date

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 INFORMATION SYSTEMS, INC.

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
INFORMATION SYSTEMS, INC. at the Annual Meeting of Shareholders to be held at
11:00 a.m., April 15, 2002 and at any adjournments thereof on all matters
properly before the meeting.

(Continued and To Be Signed On Other Side.)

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