CASS INFORMATION SYSTEMS, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
  
To be held on
April 19, 2010

TO THE SHAREHOLDERS:

The Annual Meeting of Shareholders of Cass Information Systems, Inc. will be held at the location specified below on Monday, April 19, 2010, at 11:00 a.m. local time, for the following purposes:

The close of business on March 5, 2010 has been fixed as the record date for determining shareholders entitled to notice of and to vote at the Annual Meeting.

This year’s Annual Meeting will be held at The Charles F. Knight Executive Education Center, Room 210, Olin School of Business at Washington University, One Brookings Drive, St. Louis, Missouri 63130. For your reference, a map is provided inside the back cover of this Proxy Statement.

Please note that you will be required to present an admission ticket to attend the Annual Meeting. Your admission ticket is attached to your proxy card. If your shares are held in the name of a broker, trust, bank or other nominee, you can request an admission ticket by contacting our Investor Relations Department at (314) 506-5500.

		By Order of the Board of Directors,
		P. Stephen Appelbaum Secretary

March 19, 2010
Bridgeton, Missouri

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. WHETHER OR NOT YOU INTEND TO BE PRESENT, IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AND VOTED AT THE ANNUAL MEETING. YOU CAN VOTE YOUR SHARES BY ONE OF THE FOLLOWING METHODS: VOTE OVER THE INTERNET OR BY TELEPHONE USING THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD, OR MARK, SIGN, DATE AND PROMPTLY RETURN 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 19, 2010

This Proxy Statement is being furnished to the common shareholders of Cass Information Systems, Inc. (the Company) on or about March 19, 2010 in connection with the solicitation of proxies on behalf of the Board of Directors of the Company (the Board) for use at the annual meeting of shareholders (the Annual Meeting) to be held on April 19, 2010 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 common stock, par value $.50 per share, of the Company at its close of business on March 5, 2010 (the Record Date) are entitled to receive notice of and vote at the Annual Meeting. On the Record Date, there were 9,385,404 shares of common stock outstanding and entitled to vote at the Annual Meeting. Holders of record of common stock 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. Company management and members of the Board, in the aggregate, directly or indirectly controlled approximately 7% 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 proxies at the Annual Meeting. The presence, in person or by properly executed proxy, of a majority of the shares of 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.

If a quorum is present, the affirmative vote of a majority of the shares entitled to vote which are present in person or represented by proxy at the Annual Meeting is required to elect directors, ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2010, and to act on any other matters properly brought before the meeting. Shareholders may not cumulate their votes in the election of directors.

Shares represented by proxies which are marked or voted (i) “withheld” for the election of the Board’s director nominees, (ii) “abstain” to ratify the appointment of the Company’s independent registered public accounting firm, or (iii) to deny discretionary authority on other matters will be counted for the purpose of determining the number of shares represented by proxy at the meeting. If a stockholder withholds his or her vote with regard to the election of directors, it will have no effect on the election of directors. If a stockholder abstains with respect to the vote regarding ratification of the appointment of KPMG LLP, this will have the same effect as a vote against this proposal. Shares held by brokers that do not have discretionary authority to vote on a proposal and have not received voting instructions from their clients are considered “broker non-votes.” Broker non-votes are considered present or represented for purposes of determining a quorum but will not be considered in determining the number of votes necessary for approval and will have no effect on the outcome of the vote for directors.

Please note that this year, the rules that govern how brokers vote your shares have changed. Brokers may no longer use discretionary authority to vote shares on the election of directors if they have not received instructions from their clients. Please vote your proxy so your vote can be counted. The inspector of elections appointed for the meeting will separately tabulate and certify affirmative and negative votes, abstentions and broker non-votes.

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, or any subsequent proxy, should be sent to Cass Information Systems, Inc., Attn: P. Stephen Appelbaum, Secretary, 13001 Hollenberg Drive, Bridgeton, Missouri 63044.

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 appointment of KPMG LLP as the Company’s independent registered public accountants for 2010. The Board 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.

The Board solicits the proxies. In addition to the use of the mails, proxies may be solicited personally or by telephone or electronic transmission by directors, officers or regular employees of the Company. 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.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS MEETING TO BE HELD ON APRIL 19, 2010

The Company’s proxy statement, annual report on Form 10-K for the 2009 fiscal year and summary Annual Report to Shareholders are available at www.cassinfo.com under “Investor Relations,” then “Proxy Materials.”

The Company makes available free of charge through its website www.cassinfo.com its annual report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K and amendments to those reports filed and furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the SEC.

PROPOSAL 1
ELECTION OF DIRECTORS

The Company’s Board consists of twelve members and is divided into three classes of four directors each. Each director is elected for a three-year term, and the term of each class of directors expires in successive years.

The Board, upon recommendation by the Nominating and Corporate Governance Committee, has nominated incumbents Lawrence A. Collett, Wayne J. Grace, James J. Lindemann and Andrew J. Signorelli for re-election. Each of the nominees has consented to serve if elected. If any of them becomes unavailable to serve as a director before the annual meeting, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board.

All the directors and nominees bring to the Board a wealth of executive leadership experience derived from their service as corporate executives. Each possesses individual qualifications and skills that contribute to the Board’s effectiveness as a whole. The following information is submitted with respect to the nominees for election to the Board, together with the members of the Board whose terms will continue after the Annual Meeting or until their respective successors are duly elected and qualified:

Nominees to serve until 2013:

Lawrence A. Collett		Mr. Collett, 67, has been a director since 1983. He is Chairman of the Board of the Company, a position he has held since 1992. Mr. Collett retired as Chief Executive Officer (CEO) of the Company in July 2008, having served in that capacity since 1990. He began his career with the Company in 1963 and served as Executive Vice President from 1974 to 1983 and President from 1983 to 1990. He holds numerous positions with civic, charitable, and church-related institutions. Mr. Collett is a current member of the St. Louis Regional Business Council. The Board selected Mr. Collett to serve as a director because of his previous tenure with the Company in multiple roles, including CEO, which affords him unique insights into the Company’s strategies, challenges and opportunities.
Wayne J. Grace		Mr. Grace, 69, has been a director since 2003. He is Retired Managing Director of UHY Advisors MO, Inc., a tax and business consulting firm. Mr. Grace was the founder and Managing Director of the accounting firm Grace Advisors, Inc., where he served from 1983 to 2004. Mr. Grace began his career with the St. Louis, Missouri office of Fox & Company, which spanned from 1966 to 1983. While serving at Fox & Company he became both partner and partner in charge prior to his departure in 1983 to begin Grace Advisors, Inc. During his tenure at Fox & Company he was a member of the National Consulting Services Steering Committee. Mr. Grace served on the Board of Managers for the YMCA of the Ozarks from 1985 to 2005. Mr. Grace served as a director of Siegel-Robert, Inc., a privately held plastics product manufacturer from 2006 to 2008. Mr. Grace is a Certified Public Accountant. The Board selected Mr. Grace to serve as a director because it believes he has valuable experience in audit, governance and management issues resulting from his background as a certified public accountant and managing partner of a public accounting firm.
James J. Lindemann		Mr. Lindemann, 54, has been a director since 2007. He is Executive Vice President of Emerson Electric Co., a publicly traded manufacturing company based in St. Louis, Missouri. Mr. Lindemann joined Emerson in 1977, where he has held a number of increasingly responsible engineering and marketing positions with its Specialty Motor division. In 1992, he was named President of Commercial Cam, and in 1995, he was

		named President of the Emerson Appliance Motor division. In 1996, Mr. Lindemann was promoted to Chairman and CEO of the Emerson Motor Co. He was named Senior Vice President of Emerson in 1999 and Executive Vice President in 2000. Mr. Lindemann has served on the Emerson Advisory Board since 2000 and has been a board member of the CEO Forum since 2003. The Board selected Mr. Lindemann to serve as a director because of his background in senior management with a public manufacturing company, his international expertise and his work with large corporate enterprises.
Andrew J. Signorelli		Mr. Signorelli, 70, has been a director since 1986. Mr. Signorelli is President of Hope Educational & Research Center, a St. Louis-based not-for-profit organization established in 1972. He served as Administrator for St. Louis University Association from 1963 to 1965 and Faith Hospital Association from 1965 to 1986. Mr. Signorelli is a board member of Hope Educational & Research Centers and various other private corporations located in the St. Louis metropolitan area. The Board selected Mr. Signorelli to serve as a director because it believes he brings valuable business management expertise to the Board. His experience as a business leader and entrepreneur provides assistance in evaluating the Company’s subsidiary bank’s local commercial credit transactions. Having served on the Board for more than 20 years, he helps the Board preserve the Company’s unique culture.

The Company’s Board recommends a vote FOR the four nominees for election to the
Board of Directors.

Directors to serve until 2012:

Robert A. Ebel		Mr. Ebel, 54, has been a director since 2006. He is CEO of Universal Printing Company, a privately held printing company headquartered in St. Louis, Missouri. Mr. Ebel began his tenure with Universal Printing Company as Chief Financial Officer (CFO) and board member in 1986. In 1996, he was appointed to the position of CEO. Mr. Ebel currently serves on the Board of the St. Louis Graphic Arts Joint Health and Welfare Fund and is active in various civic and charitable organizations in the St. Louis metropolitan area. The Board selected Mr. Ebel to serve as a director because it believes he brings valuable business management and finance expertise to the Board. His current duties as CEO of a privately held business based in St. Louis provide him with a strong knowledge of the local commercial marketplace served by the Company’s subsidiary bank.
John L. Gillis, Jr.		Mr. Gillis, 70, has been a director since 2007. Mr. Gillis is retired from the law firm of Armstrong Teasdale LLP. Mr. Gillis began his career as an associate with Armstrong Teasdale LLP in 1968, served as partner with the firm from 1975 to December 2006 and as Senior Counsel from January 2007 until February 2009. Mr. Gillis is a member of the American Bar Association, Missouri Bar Association and Bar Association of Metropolitan St. Louis. He has been active in various civic and charitable organizations in the St. Louis metropolitan area. The Board selected Mr. Gillis to serve as a director because of his extensive legal background, as well as his long-standing knowledge of SEC rules and regulations as they relate to the Company’s role and responsibilities as a publicly traded entity.

Randall L. Schilling		Mr. Schilling, 47, has been a director since 2009. He is President and CEO of Candelstiq LLC, a privately held software company based in St. Charles, Missouri. From 1992 to January 2010, he was the CEO of Quilogy, Inc., a nationally recognized, privately held IT professional services company. Mr. Schilling has been active in various civic and charitable organizations in the St. Louis metropolitan area, including Partners for Progress — Education Chairman and Young Presidents Organization. Additionally, Mr. Schilling serves as a Community Advisory Board member for Barnes-Jewish Hospital, St. Peters, Missouri. The Board selected Mr. Schilling to serve as a director because he possesses information technology expertise to help address the challenges the Company faces in the rapidly changing information technology arena.
Franklin D. Wicks, Jr.		Dr. Wicks, 56, has been a director since 2006. He is President, Research Essentials and Specialties of Sigma-Aldrich Corporation, a publicly traded life science and high technology company located in St. Louis, Missouri. Dr. Wicks has worked for Sigma-Aldrich since 1982, beginning as a research chemist and subsequently working in marketing as President of Sigma Chemical and Vice President of Worldwide Operations, Sigma-Aldrich. He served as President, Scientific Research Division, Sigma-Aldrich from 1999 to 2002 and was responsible for operations in 34 countries. Prior to his most recent appointment, Dr. Wicks served as President-SAFC. After receiving his Ph. D., Dr. Wicks served four years on the staff of the Navigators at the Air Force Academy and at the University of Colorado at Boulder before joining Sigma-Aldrich. He is currently a member of the CEO Forum and serves as a trustee of Covenant Theological Seminary. The Board selected Dr. Wicks to serve as a director because of his public company senior management experience, familiarity with corporate governance, and knowledge of local and global marketplace issues.

Directors to serve until 2011:

K. Dane Brooksher		Mr. Brooksher, 71, has been a director since 2005. He is Retired Chairman and CEO of ProLogis, a leading provider of distribution services and facilities. Mr. Brooksher’s career with ProLogis spanned from 1993 to 2008, where he held the positions of Chairman of the Board, Chief Operating Officer (COO), Co-Chairman and CEO. Prior to joining ProLogis, he spent over 32 years with KPMG LLP, serving as the managing partner for the Mid-West area and the Chicago office, as well as serving on the firm’s Board of Directors, Management Committee and as International Development Partner. He is currently a director of Qwest Communications International, Inc., a publicly traded telecommunications firm and Pactiv Corporation, a publicly traded consumer goods and food products packaging firm. He is director and past chairman of the Board of Sponsors of the College of William and Mary Mason School of Business Foundation and a director of St. Anthony’s Medical Center of St. Louis, Missouri. The Board selected Mr. Brooksher to serve as a director because of his experience as CEO of a publicly traded company in the logistics industry, as well as his Board and committee experience at both public and private companies. Coupled with his experience as an executive in the public accounting arena, Mr. Brooksher brings strong financial and operational expertise to the Board.

Eric H. Brunngraber		Mr. Brunngraber, 53, has been a director since 2003. Mr. Brunngraber is President and CEO of the Company. Prior to his appointment to CEO in July 2008, he held the position of President and COO since May 2006. Mr. Brunngraber served as CFO of the Company from 1997 to 2006. He has held numerous positions with the Company since his employment began in 1979, including Executive Vice President-Secretary of Cass Commercial Bank, the Company’s bank subsidiary. Mr. Brunngraber is active in various civic, charitable, professional and church-related organizations in the St. Louis metropolitan area, including the American Diabetes Association — St. Louis Leadership Board. The Board selected Mr. Brunngraber to serve as a director because he is the Company’s President and CEO and is responsible for the strategic direction and day-to-day leadership of the Company.
Bryan S. Chapell		Dr. Chapell, 55, has been a director since 1998. Dr. Chapell joined the faculty of Covenant Theological Seminary in 1985, and has served as seminary President since 1994. Dr. Chapell has obtained degrees from Northwestern University, Covenant Theological Seminary and Southern Illinois University and has authored numerous books and publications. The Board selected Dr. Chapell to serve as a director because of his familiarity with and knowledge of the national market for lending to churches and church-related organizations.
Benjamin F. Edwards, IV		Mr. Edwards, 54, has been a director since 2005. He is Chairman, CEO and President of Benjamin F. Edwards & Company, a St. Louis-based investment firm. Previously, Mr. Edwards was branch manager of the Town & Country, Missouri office of A.G. Edwards/Wachovia Securities LLC, a national investment firm. Mr. Edwards’ career with A.G. Edwards began in 1977, where he held numerous positions including Employment Manager, Financial Advisor, Associate Branch Manager, Regional Officer, Director of Sales and Marketing and President, as well as a member of the Board of Directors of A.G. Edwards from 1994 to October 2007. He currently serves on the Advisory Boards of Sunshine Missions and Bethesda Hospital and Homes, is a member of the Board of Bogey Club in St. Louis, and is the Chairman of the St. Louis Prayer Breakfast. The Board selected Mr. Edwards to serve as a director because it believes he possesses management expertise in investment banking, including experience with capital markets transactions and investments in both public and private companies.

CORPORATE GOVERNANCE

The Board oversees and guides the Company’s management and its business affairs. Committees support the role of the Board on issues that benefit from consideration by a smaller, more focused subset of directors. All committee members are elected by and serve at the pleasure of the Board. In its oversight of the Company, the Board sets the tone for the ethical standards and performance of management, staff and the Company as a whole. The Board has adopted Corporate Governance Guidelines that capture the long-standing practices of the Company as well as current corporate governance best practices. The guidelines are available on the Company’s website at www.cassinfo.com.

The Company’s Corporate Governance Guidelines specify that the Board has flexibility to decide whether it is best for the Company to combine or separate the roles of Chairman of the Board (Chairman) and CEO. Since July 2008, the roles of Chairman and CEO of the Company have been performed by two different individuals, Mr. Collett and Mr. Brunngraber, respectively. The Board has determined to separate the roles of CEO and Chairman in recognition of the differences between the two roles currently. The CEO is responsible for setting the strategic direction for the Company and the day to day leadership and performance of the

Company, while the Chairman organizes Board activities to enable the Board to effectively provide guidance to and oversight and accountability of management. To fulfill the role of Chairman, among other things, the Chairman: creates and maintains an effective working relationship with the CEO and other members of management and with the other members of the Board; provides the CEO ongoing direction as to Board needs, interests and opinions; and assures that the Board agenda is appropriately directed to the matters of greatest importance to the Company. In carrying out his responsibilities, the Chairman preserves the distinction between management and Board oversight by: (i) maintaining the responsibility of management to develop corporate strategy and risk management, and (ii) maintaining the responsibility of the Board to review and express its views on such developments.

The Board recognizes that depending on the circumstances, other leadership models may be appropriate. No single leadership model is right for all companies and at all times. Accordingly, the Board periodically reviews its leadership structure.

In accordance with the Company’s Corporate Governance Guidelines, non-management Directors convene at least annually without the presence of management directors or executive officers of the Company.

Director Independence

Based on the independence standards as defined by the marketplace rules of The Nasdaq Stock Market, Inc. (Nasdaq), the Board has determined in its business judgment that all of the directors and director-nominees are independent, as such term is defined in the Nasdaq listing standards, except for Mr. Collett and Mr. Brunngraber. In addition, each of the members of the Audit Committee meets the heightened independence standards set forth in the Securities and Exchange Commission (SEC) rules and the Nasdaq listing standards. In making these determinations, the Board has reviewed all transactions and relationships between each director (or any member of his or her immediate family) and the Company, including transactions and relationships described in the responses of the directors to questions regarding employment, business, family and other relationships with the Company and its management. As a result of this review, the Board concluded, as to each independent director, that no relationships exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Code of Conduct and Business Ethics

The Company has adopted a Code of Conduct and Business Ethics policy, applicable to all Company directors, executive officers and employees. This policy is publicly available and can be viewed on the Company’s website at www.cassinfo.com.

Certain Relationships and Related Party Transactions

Some of the directors and executive officers of the Company, and members of their immediate families and firms and corporations with which they are associated, have had transactions with the Company’s subsidiary bank, including borrowings and investments in depository accounts. All such loans and investments have been made in the ordinary course of business, and on substantially the same terms, including interest rates charged or paid 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 collectability or present other unfavorable features.

As provided by the Audit Committee’s charter, the Audit Committee must review and approve all transactions between the Company and any related person that are required to be disclosed pursuant to Item 404 of Regulation S-K. “Related person” and “transaction” shall have the meanings given to such terms in Item 404 of Regulation S-K, as amended from time to time. In determining whether to approve or ratify a particular transaction, the Audit Committee will take into account any factors it deems relevant.

Communications with the Board of Directors

The Board has established a process by which shareholders can communicate with the Board. Shareholders may communicate with any and all members of the Board by transmitting correspondence to the following address or fax number: Cass Information Systems, Inc., Name of Director(s), Attn: P. Stephen Appelbaum, Secretary, 13001 Hollenberg Drive, Bridgeton, Missouri 63044, (314) 506-5560 (fax).

The Secretary will forward all correspondence to the Chairman or the identified director as soon as practicable. Communications that are deemed to be inappropriate or present a safety or security concern may be handled differently. Correspondence addressed to the full Board will be forwarded to the Chairman, who will present the correspondence to the full Board or a committee thereof. If a response to the communication is warranted, the content and method of the response may be coordinated with the Company’s legal counsel.

Risk Management Oversight

The Board’s role in the Company’s risk oversight process includes regular reviews of information from senior management (generally through Board committee presentation) regarding the areas of material risk to the Company. A description of certain material risks affecting the Company can be found in the Form 10K for the year ending December 31, 2009. The Compensation Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements. The Audit Committee oversees management of financial and information technology risks. The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board is regularly informed through committee reports about such risks.

Board Meetings and Committees of the Board

The Board meets on a quarterly basis in January, April, July and October. There were four meetings of the Board in 2009. All directors attended at least 75% of the aggregate number of meetings of the Board and committees on which they served. The Company’s directors are encouraged, but not required, to attend the Company’s Annual Meeting. In 2009, ten directors attended the Annual Meeting.

The following table represents the membership and number of meetings in 2009 (in parentheses) of the standing committees of the Board, each of which is comprised entirely of independent directors, as defined by Nasdaq and SEC rules:

Audit(5)		Nominating and Corporate Governance(4)		Compensation(4)
Robert A. Ebel		Bryan S. Chapell		K. Dane Brooksher*
Wayne J. Grace*		Wayne J. Grace		Benjamin F. Edwards, IV
John L. Gillis, Jr.		Franklin D. Wicks, Jr.*		James J. Lindemann
				Andrew J. Signorelli

*Committee Chairman

In January 2010, the Board elected to retain the current committee appointments through March 2011, in addition to appointing Mr. Schilling to the Audit Committee effective April 2010.

Audit Committee

The Audit Committee operates pursuant to a written charter that is approved by the Board and available on the Company’s website at www.cassinfo.com. The Audit Committee oversees the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements. The Audit Committee is responsible for appointing, determining funding for and overseeing the independent registered public accountants for the Company, and meeting with the independent registered public accountants and other corporate officers to review matters relating to corporate financial reporting and accounting procedures and policies. Among other responsibilities, the Audit Committee reviews financial information provided to shareholders and others, assesses the adequacy of financial and accounting controls and evaluates the scope of the audits of the independent registered public accountants and reports on the results of such reviews to the Board. In addition, the Audit Committee assists the Board in its oversight of the performance of the Company’s internal auditors. The Audit Committee meets with the internal auditors on a quarterly basis to review the scope and results of such services. The Board has determined that Mr. Grace qualifies as “audit committee financial expert,” as defined by the SEC and in accordance with the Nasdaq listing rules.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee operates pursuant to a written charter that is approved by the Board and available on the Company’s website at www.cassinfo.com. The Nominating and Corporate Governance Committee is responsible for identifying individuals qualified to become members of the Board, recommending director-nominees and developing and addressing corporate governance principles and issues applicable to the Company and its subsidiaries. In recommending director-nominees to the Board, the Nominating and Corporate Governance Committee solicits candidate recommendations from its own members, other directors and management. In evaluating candidates, the Nominating and Corporate Governance Committee takes into consideration such factors as it deems appropriate, including any legal requirements or listing standards requirements. The Nominating and Corporate Governance Committee considers a candidate’s judgment, skills, integrity, experience with businesses and other organizations of comparable size, the interplay of the candidate’s experience with the experience of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any committees of the Board. While the Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity, they do consider such issues as diversity of education, professional experience, differences of viewpoints and skills when assessing individual director-nominees. In general, no person who will have reached the age of 75 prior to election date may be nominated for election or re-election to the Board. It is also the Board’s practice to limit new directors to no more than two per year in order to maintain Board continuity.

Although the Nominating and Corporate Governance Committee does not specifically solicit suggestions for possible candidates from shareholders, the Nominating and Corporate Governance Committee will consider candidates recommended by shareholders meeting the criteria discussed above and set by the Nominating and Corporate Governance Committee, with the concurrence of the full Board. The criteria will be re-evaluated periodically and will include those criteria set out in the Corporate Governance Guidelines and the Nominating and Corporate Governance Committee’s charter. Suggestions, together with a description of the proposed nominee’s qualifications, other relevant biographical information and an indication of the willingness of the proposed nominee to serve, should be sent to Cass Information Systems, Inc., Attn: P. Stephen Appelbaum, Secretary, 13001 Hollenberg Drive, Bridgeton, Missouri 63044.

Compensation Committee

The Compensation Committee operates pursuant to a written charter that is approved by the Board and available on the Company’s website at www.cassinfo.com. The Compensation Committee fulfills the Board’s responsibilities relating to compensation of the Company’s directors, CEO and other executives. The Compensation Committee also has overall responsibility for approving, evaluating and administering the compensation plans, policies and programs of the Company.

Compensation Processes and Procedures

As specified in its charter, the Compensation Committee recommends annual retainer fees, Board and committee meeting fees, and terms and awards of stock compensation for non-management Directors, subject to appropriate approval by the Board of Directors or shareholders.

The Compensation Committee establishes and administers the Company’s executive compensation programs and benefits. While the Compensation Committee may seek input and recommendations from the CEO-President, CFO, or the Vice President of Human Resources concerning the elements of executive and director compensation, and confer with them on compensation philosophies, all significant matters regarding compensation for executives are ultimately the responsibility of the Compensation Committee. The Compensation Committee annually reviews corporate goals and objectives relative to the CEO’s compensation and determines the CEO’s compensation level based on this evaluation, subject to Board approval. The Compensation Committee is responsible for recommending to the Board salary levels and incentive stock compensation for executive officers of the Company, and approving incentive stock compensation for other members of management as recommended by the CEO. The responsibility for allocating cash bonuses for executive officers other than himself is delegated to the CEO, in accordance with provisions of the profit sharing plan approved by the Board.

Periodically, the Company uses compensation specialists to assist in designing or modifying some components of its overall compensation program and to provide comparison data of compensation at other organizations with which the Company competes for executive management talent. In such circumstances, the Compensation Committee does not rely solely on survey data or the consultant’s judgment or recommendation, but considers such data when exercising its judgment in evaluating the Company’s compensation program.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is, or was during the year ended December 31, 2009, an officer, former officer or employee of the Company or any of its subsidiaries, or a person having a relationship requiring disclosure by the Company pursuant to Item 404 of Regulation S-K. No executive officer of the Company served as a member of (i) the compensation committee of another entity of which one of the executive officers of such entity served on the Company’s Compensation Committee or (ii) the board of directors of another entity of which one of the executive officers of such entity served on the Company’s Board, during the year ended December 31, 2009.

Compensation Discussion and Analysis

Overview of Compensation Philosophy and Objectives

The Compensation Committee believes that the skill and dedication of executive officers and other management personnel are critical factors affecting the Company’s long-term success in meeting its objectives and fostering growth and profitability. In support of this, compensation programs have been designed to attract and retain a high level of talented leadership, to reward performance in accordance with results, provide an incentive for future performance and align Company executives’ long-term interests with those of the shareholders.

The overall compensation program is designed to result in compensation that is commensurate with Company and individual performance. High levels of performance should yield compensation which is competitive externally and equitable internally. The Committee periodically assesses the Company’s compensation programs to confirm that incentives are in place to retain key management talent, reward attainment of longer term objectives and assure that these programs do not provide undue encouragement for risky behavior on the part of individuals or the executive management team.

Executive compensation is comprised of three major components: (i) base salaries reviewed annually by the Compensation Committee, (ii) cash bonuses distributed from the Company’s profit sharing program based on individual and Company performance, and (iii) long-term equity incentives awarded annually based on an individual officer’s level of responsibility along with Company and individual performance. The compensation mix of cash and long-term incentives for the CEO is similar to that of other executive officers of the Company, and is believed to be consistent with compensation provided to similar positions at comparable organizations. The CEO is eligible to participate in all Company benefit programs including those available to other executive officers, and receives no additional perquisites beyond those available to other executive officers, as described below.

In order to assure that executive compensation is both competitive and appropriate, the Compensation Committee reviews executive compensation in its entirety before determining any adjustments to specific compensation components. In this process, the Compensation Committee primarily considers the value of cash and incentive stock compensation. Benefits, such as perquisites, and the calculated values of any retirement benefits provided under the Company’s defined benefit, defined contribution and supplemental retirement plans are also considered, though these elements are given less weight. Gains from prior incentive stock awards are not taken into account, as these were awards earned and granted based on prior performance.

The Compensation Committee also periodically reviews external market data on executive compensation in order to obtain a general understanding of current compensation practices. Prior to review and adjustment of executive management compensation for 2009, the Committee retained Towers Perrin to gather relevant marketplace data on total compensation for similar executive positions. This size-adjusted data consisted of annual salary, short-term incentives, long-term incentives and pay mix. It was obtained from the following sources:

In reviewing external data, the Company does not engage in benchmarking to establish compensation levels or make specific compensation decisions. This is due to the Company’s unique structure, needs, differences in the size of surveyed companies, and the lack of sufficient appropriate matches to provide statistical relevance. Instead, the Company reviews survey data to gain a better understanding of compensation practices generally. In establishing executive compensation, the Committee takes into account a number of considerations, including individual performance, experience, responsibilities, retention and internal equity. Periodic review of external market data is, however, considered to be a necessary point of reference. It is the Company’s preference that performance rather than benchmarking data, drive executive compensation. Towers Perrin’s overall conclusion confirmed the Committee’s belief that 2009 compensation levels were appropriate for the Company.

The Compensation Committee determines base salary and incentive stock compensation adjustments for the CEO and executive officers, subject to Board approval. In determining executive officer compensation adjustments other than those for the CEO, the Compensation Committee gives consideration to the CEO’s recommendations concerning each executive’s performance and related salary and incentive stock levels. Cash bonuses for the CEO and executive officers are allocated in accordance with the Company’s board-approved profit sharing plan, as further described in the section below titled Profit Sharing Bonus.

Elements of Compensation

The key elements in the executive compensation program are base salary, cash bonus awards distributed from the Company’s profit sharing plan and incentive stock compensation. These elements, as well as benefits plans and perquisites, are described below.

Base Salary

Salaries are established for executive officers by balancing both internal and external factors. Internal equity is determined through comparison with other executives within the Company, taking into account the scope of responsibilities, performance, skills and experience. Similarly, the Company considers external data to validate competitiveness and reasonableness in the marketplace. Considerable weight is given to performance of the individual and his or her associated operating unit, taking into account factors such as revenue growth, cost efficiencies, technological advancements and leadership. Specific individualized targets and quantitative performance measurements are not utilized. Base salaries are designed to attract and retain high levels of expertise and talent. The Compensation Committee reviews salaries of the CEO and other executive officers at the beginning of each fiscal year. The Compensation Committee determines any adjustments to the CEO’s salary and gives consideration to the CEO’s recommendation regarding adjustment to executive officer salaries, based on the criteria referenced above.

The Company believes that base salary increases for 2009 were warranted based on performance of individuals and individual operating units, sustained corporate earnings, overall corporate growth over the past several years and competitive forces projected by the external market. Base salary increases for named executive officers, effective April 2009, were as follows: Mr. Brunngraber, $350,000 to $380,000; Mr. Appelbaum, $219,000 to $226,000; Mr. Langfitt, $180,000 to $189,000; Mr. Mathias $220,000 to $226,000; Mr. Murray, $235,000 to $243,000; and, Mr. Pickering, $187,000 to $194,000.

Profit Sharing Bonus

The Company is unique in having a profit sharing program which has been in existence since 1968, adjusted over the years to meet changing economic and competitive environments. These cash bonuses are paid to all full-time employees including executives, exempt and non-exempt staff, according to the profit sharing plan approved by the Board. The purpose of this plan is to facilitate the Company’s continued growth and success by providing rewards that are commensurate with achievement, thereby creating an incentive for superior performance and improved results for shareholders. The profit sharing plan is funded (and paid) semi-annually with 12.5% of the Company’s profits before taxes. As such, all cash bonuses paid by the Company are capped and are available only when, and to the extent that, the Company is profitable overall.

Total profit sharing funds are divided into “pools” to be distributed among various employee groups, including the CEO, executives, exempt and non-exempt staff.

Profit sharing funds available to the CEO are based on return on average equity for the period, as defined by the plan, and can range from 0% of the total profit sharing fund if return on average equity is zero or negative to a maximum of 5% if return on average equity is 20% or higher. For the purpose of determining whether profit sharing funds are available to the CEO, return on average equity is calculated by dividing net income for the period by average daily shareholders’ equity for the same period.

Funds allocated to the pool for executive officers other than the CEO (including the executive officers named herein) are determined based on the net increase in income after taxes (“NIAT”) for the respective semi-annual period. This pool can range from 9% to 16% of the total profit sharing funds available to exempt staff based on an NIAT range of -20% to +20% or greater, respectively. Distributions from this pool to individual executive management members are made by the CEO in accordance with plan provisions and based on a subjective assessment of performance, using the same factors considered with respect to salary adjustments. As with the determination of base salaries, individual performance targets are not pre-established.

In the case of the CEO and executive officers, any bonus in excess of 40% to 60% of base salary, depending on the executive’s grade, requires the approval of the Compensation Committee. Over the last few years, during which the Company has experienced superior performance, executive bonuses have not exceeded these levels.

Bonuses earned in the first and second halves of 2009 were paid in August 2009 and February 2010, respectively, and were made in accordance with the Company’s profit sharing plan. The CEO bonus calculations were based on the return on average equity achieved by the Company during the respective six-month periods (i.e., 13.52% and 13.87%). Bonus calculations for other named executive officers were based on an 11.66% decrease in net income after taxes for the first half of 2009 over the first half of 2008 and an 18.00% decrease in net income after taxes in the second half of 2009 over the second half of 2008. Bonuses paid to the CEO and other named executive officers are shown in the Summary Compensation Table included herein.

Incentive Stock Compensation

Incentive stock compensation is awarded to individuals deemed to be part of the Company’s executive management team. The key objective for providing incentive stock compensation is to aid the Company in securing and retaining highly qualified personnel by offering an ownership interest in the Company and thereby inducing such personnel to provide service and effort for the Company’s growth and success. Additionally, the Compensation Committee considers this a significant motivational tool for executive officers and other management personnel, helping to align their interests with those of shareholders. It has been the Company’s belief that long-term incentives serve as a retention tool since unvested stock grants and options are forfeited if the executive leaves the Company.

Availability of incentive stock compensation is tied to the Company’s overall performance. In determining the amount of awards, the Company uses a framework that considers the achievement of the following financial goals: (i) return on equity; (ii) increase in diluted earnings per share; and (iii) increase in processing fee revenues. The calculations average the results from the most recent year with the two prior years to provide an incentive for a longer range focus aligned with shareholders interests and to deter risky behavior. This framework does not provide for specific targets; however, there is a Company performance threshold below which no incentive stock compensation would be available. The basis for determining the awards made in 2009 is shown in the table below. For a more detailed discussion on these statistics, please see the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

Factor						Actual Results								3 Year Average				Threshold
		2006				2007				2008
ROE			18.89	%			19.90	%			18.24	%			19.01	%			12.00	%
EPS Growth			37.20	%			18.01	%			6.84	%			20.68	%			6.00	%
Processing Fee Rev Growth			12.37	%			13.14	%			11.13	%			12.21	%			8.00	%

Once the Company has reviewed the three-year averages and determined that the thresholds have been met, individual distributions are awarded on a subjective basis considering the same factors which are used for base salary and profit sharing determinations. These factors include individual contribution to the Company’s performance, demonstration of quality leadership and management skills, and overall achievements relative to position. Awards to named executive officers reflect varying levels of responsibility, with the highest level of awards going to executives with the most far-reaching responsibilities. Specific individualized performance targets are not used. The Committee gives consideration to recommendations of the CEO when determining incentive stock compensation awards for all other executive officers. An individual award would normally not exceed the equivalent of 100% of the recipient’s salary.

Long-term incentive stock compensation awards made in 2009 were administered in accordance with the 2007 Omnibus Incentive Stock Plan. Awards were comprised of 50% restricted stock awards and 50% stock appreciation rights (“SARs”). The grant date of the awards was the Board approval date. Restricted stock awards were valued at that day’s closing stock price as reported on Nasdaq and the SARs were valued at the equivalent Black Scholes value. Restricted stock awards are for common stock shares carrying voting and dividend rights, and are subject to a three-year vesting schedule with 1/3 of the shares vesting each year on the anniversary date of the awards. Dividends are paid quarterly prior to vesting. SARs are for common 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 grant, become exercisable upon vesting and expire 10 years from the original grant date. In the event of disability or death of the participant, or a change in control of the Company, restricted stock awards vest and SARs become fully exercisable.

The Compensation Committee reserves the right, subject to Board approval, to issue or refrain from issuing incentive stock compensation on a discretionary basis. Influencing factors include economic achievement, ethical standards, financial strength, management effectiveness and external market forces.

Presently, long-term incentive stock awards outstanding consist of stock options, restricted stock bonus awards and SARs issued pursuant to the Company’s 2007 Omnibus Incentive Stock Plan, or the predecessor plans: the 1995 Restricted Stock Bonus Plan and the 1995 Performance-Based Restricted Stock Option Plan. To date, the number of outstanding long-term incentive stock awards held by the Company’s executive officers is relatively small; therefore, the Compensation Committee has not considered the overall amount of such awards as a significant factor in determining additional grants or awards.

The Company does not have a policy to adjust awards in the event that it would become necessary to restate financial criteria in such a way as to impact the basis for award of long-term incentives; however, the Compensation Committee could elect to adjust other elements of compensation or subsequent year awards if, in their view, it was appropriate.

The Company does not allow the grant of option awards to be timed with the release of material non-public information such that it would have an effect on the exercise price that would benefit the executive. The grant date for long-term incentive stock awards is the date independent Board members approve such

awards and generally occurs at the January Board meeting. The exercise price of options cannot be less than fair market value as of the date the option is granted. Incentive stock awards are not re-priced, in accordance with the Company’s long-standing practice.

401(k) Defined Contribution Plan

All employees of the Company and its subsidiaries, other than those classified as off-site employees, are eligible to participate in the Cass Information Systems, Inc. 401(k) Plan. Eligible employees may enter the plan at the first of the month following one month of service. Employees may voluntarily defer the maximum level allowed by the Internal Revenue Service (IRS), which was $16,500 for 2009, plus an additional $5,000 catch-up contribution for employees age 50 or older. The Company matches 50% of the first 3% of employee contributions, subject to IRS limitations. All employee contributions vest immediately. Company contributions are subject to a three-year vesting period.

Defined Benefit Retirement Plans

Retirement Plan for Employees of Cass Information Systems, Inc.

All employees of the Company and subsidiaries, other than those classified as off-site employees, become participants in the Retirement Plan for Employees of Cass Information Systems, Inc. at the next semi-annual entry period immediately following completion of one year of service. Upon retirement, participants in this qualified plan will begin to receive monthly payments equal to 1/12 of the sum of:

Final Average Earnings is 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 W-2 earnings, including any amounts deferred under the Company’s 401(k) plan and section 125 plan, up to the maximum IRS limit ($245,000 in 2009). Service for benefit accrual purposes is the period beginning on the date of participation in the plan and ending on the severance date.

Normal retirement age under the plan is 65 with five years of vesting service. Early retirement eligibility is age 55 with five years of vesting service. Benefits for early retirement under the defined benefit pension plan would be calculated under the formula described above based on final average earnings and years of service as of the date of retirement, reduced by (i) 5/9% of 1% for each month by which the early retirement date or the first day of the month coinciding with or next following the 60^th birthday, whichever is later, precedes the normal retirement date, and (ii) 5/18% of 1% for each month, if any, by which the early retirement date precedes the first day of the month coinciding with or next following the 60^th birthday. Postponed retirement benefits are an amount equal to the greater of (i) the normal retirement benefit determined in accordance with the above formula using service and final average earnings through the postponed retirement date, or (ii) the actuarial equivalent of the normal retirement benefit on the postponed retirement date. The normal form of benefit is a straight-life annuity with 120 months guaranteed.

Supplementary Executive Retirement Program

The Company’s benefits program also provides for the Cass Information Systems, Inc. Supplemental Executive Retirement Plan (the SERP). The SERP was designed to provide additional retirement benefits to key executives whose benefits are limited by the IRS under the Company’s qualified plan.

Upon retirement, participants in the SERP will receive monthly payments equal to 1/12 of 70% of the Final Average Earnings, reduced proportionately for length of service less than 25 years. Such amount is further reduced by the participant’s: (i) qualified retirement plan benefit, (ii) primary social security benefit, and (iii) 401(k) hypothetical annuity.

Final Average Earnings, normal and early retirement age, years of service and normal form of payment are the same as under the Retirement Plan for Employees of Cass Information Systems, Inc., as described above.

Early retirement benefits under the SERP are calculated to be an annual amount equal to 70% of the final average earnings multiplied by the number of full years of service divided by 25% (not to exceed 100%), less the sum of the defined pension plan benefit, primary social security benefit and 401(k) hypothetical annuity, reduced by 1/180 for each of the first 60 calendar months and 1/360 for each of the next 60 calendar months by which commencement of benefits precedes normal retirement date. Benefits are not increased if payment of benefits commences after the normal retirement date.

Gains or losses from stock options or restricted stock awards are not considered in the calculation of retirement benefits, for either the defined benefit plan or the SERP.

Employees are generally not eligible for benefits under the SERP if they leave the Company prior to reaching age 55, and they receive a significant increase in benefits if they remain with the Company until age 65; therefore, the Compensation Committee believes that the SERP is an effective executive retention tool.

Perquisites and Other Benefits

The Company provides executive officers with perquisites that the Compensation Committee believes are reasonable and competitive based on the Compensation Committee’s knowledge of other companies with which the Company competes for talent. For 2009, these perquisites included an automobile allowance and, where deemed appropriate, a country club membership allowance. Historically, the Company has not benchmarked or set targets for this compensation component. The perquisites’ value to the executive, as well as the incremental cost to the Company, is considered when establishing compensation levels; however, the value of this component of compensation is modest and has not been given significant weight by the Compensation Committee when establishing overall levels of executive compensation. Executive officers are eligible to receive the same health, dental, disability and life insurance benefits as are available to all other full-time employees of the Company and its subsidiaries.

Post-Employment Payments

Executives of the Company do not have employment agreements, nor are there any provisions for payments following or in connection with any termination or change-in-control, other than for provisions that allow for SERP benefits, stock options, SARs and restricted stock awards to vest and/or become fully exercisable upon a change in control or in some circumstances, upon disability, in accordance with their respective plans.

Federal Income Tax Deductibility Limitations

The Compensation Committee takes into consideration the tax consequences to employees and the Company when considering types and levels of awards and other compensation granted to executives and directors.

The Compensation Committee also considers the potential impact of Section 162(m) of the Internal Revenue Code. Section 162(m) disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1 million in any taxable year for the CEO and the other senior executive officers, other than compensation that is performance-based under a plan that is approved by the shareholders of the Company and that meets certain other technical requirements. Based on these requirements, the Compensation Committee has determined that for 2009 Section 162(m) will not prevent the Company from receiving a tax deduction for any of the compensation paid to executive officers.

Post-Fiscal Year Compensation Actions

Executive Compensation Comparative Data

During 2009, the Compensation Committee retained Towers Perrin to provide comparative data on cash and total executive compensation prior to review and adjustment of executive management compensation for 2010. Data was provided for the Business and Professional Services, Financial Services, Banking and Payment Processing business segments. Consistent with prior years and the Company’s intent not to engage in benchmarking, the Compensation Committee did not rely solely on comparative data, but did consider such elements when exercising its own judgment in determining 2010 compensation.

Base Salary

Base salary increases for 2010 were approved in January based on the factors discussed herein, including overall performance of individuals, individual operating units, corporate earnings, and overall corporate growth over the past several years. Such base salary increases will become effective in April 2010 and were approved for the following: Mr. Brunngraber, $380,000 to $402,500; Mr. Appelbaum, $226,000 to $230,500; Mr. Langfitt, $189,000 to $199,000; Mr. Mathias, $226,000 to $236,000; and, Mr. Pickering, $194,000 to $197,000.

Long-Term Incentives

Long-term incentive stock compensation awards made in January 2010 were administered in accordance with the 2007 Omnibus Incentive Stock Plan. Awards were determined using the methodology described above under Elements of Compensation and were based on 2009 financial results averaged with the prior two years’ results. Awards were comprised of 50% restricted stock awards and 50% SARs. The grant date of the awards was the Board approval date. Restricted stock awards were valued at that day’s closing stock price as reported on Nasdaq and the SARs were valued at the equivalent Black Scholes value. The awards for 2010 are shown below. The restricted stock awards for 2010 have also been included in the beneficial ownership numbers reported in the Principal Shareholders table included herein.

Name		Restricted Stock Bonus Awards				Stock Appreciation Rights
Eric H. Brunngraber			1,625				5,373
P. Stephen Appelbaum			580				1,917
Gary B. Langfitt			606				2,004
Robert J. Mathias			725				2,397
Harry M. Murray			623				2,062
John F. Pickering			622				2,057

Report of the Compensation Committee

In the performance of its oversight function for the year ended December 31, 2009, the Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based upon such review and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

K. Dane Brooksher, Chairman
Benjamin F. Edwards, IV
James J. Lindemann
Andrew J. Signorelli

Director Compensation

Each director of the Company who is not an officer or employee of the Company receives compensation for his services. Based on recommendation from the Compensation Committee, the Board elected to revise the fee structure as of April 21, 2009. The following represents the fee structures applicable during the year ended December 31, 2009:

(In dollars except for shares)		Prior to April 21				Beginning April 21
Regular Board Meeting Fee			2,500				2,500
Board Committee Meeting Fee:
Chairperson			900				500
Committee Member			500				500
Annual Retainer:
Board Member			8,400				13,500
Audit Committee Chair			10,000				10,000
Compensation Committee Chair			7,000				7,000
Nominating and Corp. Gov. Chair			7,000				7,000
Restricted Stock Award (issued upon election to 3 year term)			900 shares				1,800 shares

Restricted stock awards are issued under the Company’s 2007 Omnibus Incentive Stock Plan. The shares carry voting and dividend rights; dividends are paid quarterly prior to vesting. The 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. The grant date of awards is typically the date on which directors are elected.

The Board also elected in April 2009 to grant additional restricted stock awards to incumbent directors to ensure equitable compensation with directors (re)elected in 2009. As such, the directors serving until 2010 and 2011 were issued an additional 300 shares; directors serving until 2011 will receive an additional 300 shares in April 2010. All additional shares carry a one year vesting period, voting and dividend rights.

Summary Compensation — Directors

The table below sets forth the following compensation for each non-executive director as of the fiscal year ended December 31, 2009: (i) the dollar value of fees earned or paid; (ii) the aggregate grant date fair value of restricted stock and option awards; (iii) all other compensation; and (iv) the dollar value of total compensation.

Name(1)		Fees Earned or Paid in Cash ($)(4)				Stock Awards ($)(5)				Option Awards ($)				All Other Compensation ($)(8)				Total ($)
K. Dane Brooksher			32,525				9,417	(6)			—				810				42,752
Bryan S. Chapell			24,225				9,417	(6)			—				810				34,452
Lawrence A. Collett(2)			31,725				9,417	(6)			—				475,513				516,655
Robert A. Ebel			35,225				56,502	(7)			—				1,172				92,899
Benjamin F. Edwards, IV			21,725				9,417	(6)			—				810				31,952
John L. Gillis, Jr.			23,725				56,502	(7)			—				1,484				81,711
Wayne J. Grace			49,025				9,417	(6)			—				884				59,326
James J. Lindemann			24,225				9,417	(6)			—				884				34,526
Randall L. Schilling(3)			17,625				56,502	(7)			—				720				74,847
Andrew J. Signorelli			35,825				9,417	(6)			—				884				46,126
Franklin D. Wicks, Jr.			31,625				56,502	(7)			—				1,172				89,299

EXECUTIVE OFFICERS

The following table shows, as of December 31, 2009, the names, ages and positions of the Company’s executive officers. None of the executive officers have employment agreements with the Company.

Eric H. Brunngraber		Information on Mr. Brunngraber can be found in the section “Election of Directors.”
P. Stephen Appelbaum		Mr. Appelbaum, 52, has been CFO and Secretary since 2006. Prior to joining the Company, he was a Senior Vice President at US Bank (St. Louis, Missouri), where he spent 16 years holding various positions in the areas of accounting, financial reporting, risk management, and merger and acquisition integration. Before his tenure with US Bank, he was with KPMG LLP for 10 years. Mr. Appelbaum is a Certified Public Accountant.
Gary B. Langfitt		Mr. Langfitt, 54, has served as COO — Utility Information Services since 2003. Prior to that, he was Vice President, Sales and Marketing — Utility Information Services since joining the Company in 1999.
Robert J. Mathias		Mr. Mathias, 57, became President of Cass Commercial Bank, subsidiary of the Company, in February 2008. Prior to joining Cass, he served as Senior Banker of the St. Louis loan production office of LaSalle Bank from February 2000 to February 2008. Mr. Mathias has been affiliated with several major financial institutions in the St. Louis metropolitan area since 1974. Mr. Mathias is a director of Bush O’Donnell & Co., a privately held St. Louis-based investment company.
Harry M. Murray		Mr. Murray, 56, has served as Executive Vice President since 2003. He has held various positions with the Company since his initial employment in 1982, including Executive Vice President — Operations from 1995 to 2000 and COO — Utility Information Services from 2000 to 2003.
John F. Pickering		Mr. Pickering, 58, has served as COO — Transportation Information Services since 2001. He has held various positions with the Company since 1977, including President — Transportation Information Services from 1998 to 2001.

Summary Compensation — Executive Officers

The following table sets forth the compensation earned during the applicable fiscal year by each individual who served as chief executive officer during fiscal 2009, chief financial officer during fiscal 2009, and the other officers of the Company who were executive officers as of the end of fiscal 2009 (“named executive officers”). The reported compensation is as follows: (i) the dollar value of base salary and bonus earned; (ii) the aggregate grant date fair value of restricted stock and option awards; (iii) the change in pension value and nonqualified deferred earnings; (iv) all other compensation; and (v) the dollar value of total compensation for each respective fiscal year.

Name and Principal Position		Year				Salary ($)(1)				Bonus ($)				Stock Awards ($)(2)				Option Awards ($)(2)				Change in Pension Value ($)(3)				All Other Compensation ($)(4)				Total ($)
Eric H. Brunngraber President, CEO			2009				372,500				139,700				170,185				170,190				366,224				46,778				1,265,577
			2008				319,615				202,000				129,436				129,438				139,466				32,819				952,774
			2007				272,077				120,000				234,169				—				232,292				30,906				889,444
P. Stephen Appelbaum CFO, Secretary			2009				224,250				40,000				63,884				63,891				12,450				21,002				425,477
			2008				218,231				53,000				59,803				59,808				12,576				15,033				418,451
			2007				210,423				41,000				75,570				—				5,560				13,600				346,153
Gary B. Langfitt COO, Utility Information Services			2009				186,750				51,068				65,636				65,646				43,953				20,390				433,443
			2008				178,558				83,099				58,468				58,461				19,381				14,415				412,382
			2007				163,558				140,750				103,731				—				17,816				13,514				439,369
Robert J. Mathias(5) President, Cass Commercial Bank			2009				224,500				54,000				80,222				80,234				12,773				31,538				483,267
			2008				—				—				—				—				—				—				—
			2007				—				—				—				—				—				—				—
Harry M. Murray Executive Vice President			2009				241,000				48,000				77,130				77,134				186,259				24,154				653,677
			2008				234,038				89,000				79,718				79,721				122,638				14,723				619,838
			2007				224,038				86,000				148,678				—				196,799				13,374				668,889
John F. Pickering(5) COO, Transportation Information Services			2009				192,250				30,000				68,187				68,194				108,478				24,528				491,637
			2008				186,327				57,500				63,780				63,770				76,893				14,547				462,817
			2007				—				—				—				—				—				—				—

Grants of Plan-Based Awards

The following table sets forth information regarding all equity based incentive plan awards that were made to the named executive officers during 2009. Disclosure is provided on a separate line for each grant or award made during the year. The information supplements the values of stock and option awards presented in the Summary Compensation table above.

Name		Grant Date				Estimated Future Payouts Under Equity Incentive Plan Awards												Exercise or Base Price of Option Awards ($/Sh)				Grant Date Fair Value of Stock and Option Awards ($)
						Threshold (#)				Target (#)				Max (#)
Eric H. Brunngraber			01/20/2009				0				6,604	(1)			0				—				170,185
			01/20/2009				0				27,450	(2)			0				25.77				170,190
P. Stephen Appelbaum			01/20/2009				0				2,479	(1)			0				—				63,884
			01/20/2009				0				10,305	(2)			0				25.77				63,891
Gary B. Langfitt			01/20/2009				0				2,547	(1)			0				—				65,636
			01/20/2009				0				10,588	(2)			0				25.77				65,646
Robert J. Mathias			01/20/2009				0				3,113	(1)			0				—				80,222
			01/20/2009				0				12,941	(2)			0				25.77				80,234
Harry M. Murray			01/20/2009				0				2,993	(1)			0				—				77,130
			01/20/2009				0				12,441	(2)			0				25.77				77,134
John F. Pickering			01/20/2009				0				2,646	(1)			0				—				68,187
			01/20/2009				0				10,999	(2)			0				25.77				68,194

Options Exercised and Stock Vested

The following table sets forth the exercise of stock options and vesting of restricted stock during 2009 for the named executive officers.

		Options Awards								Stock Awards
Name		Number of Shares Acquired on Exercise (#)				Value Realized on Exercise ($)				Number of Shares Acquired on Vesting (#)				Value Realized on Vesting(1) ($)
Eric H. Brunngraber			8,615				181,273				4,421				108,712
P. Stephen Appelbaum			—				—				2,544				70,058
Gary B. Langfitt			754				7,275				1,831				45,185
Robert J. Mathias			—				—				—				—
Harry M. Murray			6,489				94,039				2,585				63,698
John F. Pickering			1,093				13,094				2,084				51,336

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information on outstanding options and stock awards held by the named executive officers on December 31, 2009, including the number of shares underlying both exercisable and unexercisable portions of each stock option as well as the exercise price and the expiration date of each outstanding option, and the market value of stock awards.

		Option Awards																Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price ($)				Option Expiration Date				Number of Shares or Units of Stock That Have Not Vested (#)(3)				Market Value of Shares or Units of Stock That Have Not Vested ($)(4)
Eric H. Brunngraber			—				198	(1)			9.09				1/4/2010				11,943				363,067
			1,587	(1)			398	(1)			12.23				1/4/2011
			1,320	(1)			880	(1)			14.75				1/3/2012
			1,627	(1)			3,798	(1)			20.67				1/2/2013
			5,640	(2)			11,280	(2)			28.41				1/22/2018
			—				27,450	(2)			25.77				1/20/2019
P. Stephen Appelbaum			2,606	(2)			5,212	(2)			28.41				1/22/2018				4,625				140,600
			—				10,305	(2)			25.77				1/20/2019
Gary B. Langfitt			—				84	(1)			14.51				1/4/2011				4,939				150,146
			—				333	(1)			14.44				1/3/2012
			340	(1)			793	(1)			20.67				1/2/2013
			2,547	(2)			5,095	(2)			28.41				1/22/2018
			—				10,588	(2)			25.77				1/20/2019
Robert J. Mathias			—				12,941	(2)			25.77				1/20/2019				3,113				94,635
Harry M. Murray			—				121	(1)			10.00				1/4/2010				6,326				192,310
			—				131	(1)			14.51				1/4/2011
			—				500	(1)			14.44				1/3/2012
			—				1,190	(1)			20.67				1/2/2013
			3,473	(2)			6,948	(2)			28.41				1/22/2018
			—				12,441	(2)			25.77				1/20/2019
John F. Pickering			692	(1)			116	(1)			14.51				1/4/2011				5,322				161,789
			320	(1)			426	(1)			14.44				1/3/2012
			—				997	(1)			20.67				1/2/2013
			2,778	(2)			5,558	(2)			28.41				1/22/2018
			—				10,999	(2)			25.77				1/20/2019

Pension Benefits

The following table sets forth for fiscal year ended December 31, 2009 the actuarial present value of each named executive officer’s accumulated benefit under defined benefit plans of the Company, the number of years of credited service under each plan, and the amount of pension benefits paid to each named executive officer.

Name(1)		Plan Name				Number of Years of Credited Service (#)				Present Value of Accumulated Benefit ($)(2)				Payments During Last Fiscal Year ($)
Eric H. Brunngraber			Retirement Plan for Employees of Cass Information Systems, Inc.				29.08				407,980				0
			Cass Information Systems SERP				29.08				625,931				0
P. Stephen Appelbaum			Retirement Plan for Employees of Cass Information Systems, Inc.				2.50				30,586				0
			Cass Information Systems SERP				2.50				0				0
Gary B. Langfitt			Retirement Plan for Employees of Cass Information Systems, Inc.				9.50				135,835				0
			Cass Information Systems SERP				9.50				14,968				0
Robert J. Mathias			Retirement Plan for Employees of Cass Information Systems, Inc.				0.50				8,733				0
			Cass Information Systems SERP				0.50				4,040				0
Harry M. Murray			Retirement Plan for Employees of Cass Information Systems, Inc.				26.08				474,036				0
			Cass Information Systems SERP				26.08				349,729				0
John F. Pickering			Retirement Plan for Employees of Cass Information Systems, Inc.				31.08				634,805				0
			Cass Information Systems SERP				31.08				0				0

All named executive officers were participants in the Retirement Plan for Employees of Cass Information Systems, Inc. and the Cass Information Systems, Inc. SERP at December 31, 2009. Details of the plans are further defined in the Compensation Discussion and Analysis above.

Principal Shareholders

The following table contains information with respect to beneficial ownership of the Company’s outstanding common stock as of March 5, 2010, by: (i) each person known to the Company to be the beneficial owner of more than 5% of common stock, (ii) each director and nominee for director, (iii) each executive officer, and (iv) directors and executive officers as a group. The address of each director and executive officer is c/o Cass Information Systems, Inc., 13001 Hollenberg Drive, Bridgeton, Missouri 63044. Unless otherwise indicated, the named person has sole voting and investment rights with respect to such shares. The percent of common stock owned by each person or group has been determined based on a total of 9,385,404 shares outstanding as of March 5, 2010.

Name of Beneficial Owner (and address for Beneficial Owners over 5%)		Amount of Shares Beneficially Owned(1)(2)				Percent of Class
Jake Nania			984,405				10.49	%
1700 S. Ocean Blvd. Lauderdale by the Sea, FL 33062
Riverbridge Partners LLC			548,257	(3)			5.85
801 Nicollet Mall, Suite 600 Minneapolis, MN 55402
P. Stephen Appelbaum			19,339	(4)			*
K. Dane Brooksher			5,435	(5)			*
Eric H. Brunngraber			78,798	(6)			*
Bryan S. Chapell			5,290	(7)			*
Lawrence A. Collett			223,771	(8)			2.38
Robert A. Ebel			4,890	(9)			*
Benjamin F. Edwards, IV			7,591	(10)			*
John L. Gillis, Jr.			2,790	(11)			*
Wayne J. Grace			19,375	(12)			*
Gary B. Langfitt			22,022	(13)			*
James J. Lindemann			1,290	(14)			*
Robert J. Mathias			9,151	(15)			*
Harry M. Murray			46,453	(16)			*
John F. Pickering			47,569	(17)			*
Randall L. Schilling			1,800	(18)			—
Andrew J. Signorelli			206,734	(19)			2.20
Franklin D. Wicks, Jr.			3,540	(20)			*
All directors (including nominees) and all executive officers as a group			705,838	(21)			7.43	%

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires executive officers, directors and persons who own more than 10% of the Company’s common stock to file reports of ownership and changes in ownership with the SEC and Nasdaq. Executive officers, directors and greater than 10% shareholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

Based on a review solely of copies of such forms received and written representation from certain reporting persons, the Company believes that all Section 16(a) filing requirements applicable to 2009 for executive officers, directors, and greater than 10% beneficial owners were complied with in a timely manner except as follows: A Form 4 was not filed within the required two business day period for i) one transaction each for Messrs. Edwards, Murray and Pickering and ii) three transactions for Mr. Signorelli.

PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

KPMG LLP has served as the Company’s independent registered public accounting firm since 1983, and for the year ended December 31, 2009. The Audit Committee of the Board has selected KPMG LLP to serve as such firm for 2010. A representative of KPMG LLP is expected to be present at the Annual Meeting, will have an opportunity to make a statement and will be available to respond to appropriate questions of shareholders.

Fees Incurred For Services Performed by the Independent Registered Public Accountants

For the years ended December 31, 2009 and 2008, the Company incurred the following fees for services performed by KPMG LLP:

		2009				2008
Audit Fees(1))		$	285,000			$	272,500
Audit-related Fees(2)			8,750				—
Tax Fees(3)			79,452				79,759
All Other Fees			—				—
Total		$	373,202			$	352,259

The Audit Committee pre-approves all auditing services, internal control-related services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditors, subject to the de minimis exception for non-audit services that are approved by the Audit Committee prior to the completion of the audit. The Audit Committee may delegate to one or more members the authority to grant pre-approvals of audit and permitted non-audit services, provided such decisions to grant pre-approvals are presented to the full Audit Committee at its next scheduled meeting.

The Company’s Board recommends a vote FOR the ratification of KPMG LLP as the
Company’s independent registered public accounting firm for 2010.

Report of the Audit Committee

The Audit Committee, composed entirely of independent directors, as defined by the Nasdaq listing standards, assists the Board in its oversight of (i) the integrity of the financial statements of the Company, (ii) the independent registered public accountants’ qualifications and independence, (iii) the performance of the independent registered public accounting firm and the Company’s internal audit function, and (iv) the compliance by the Company with legal and regulatory requirements. The Audit Committee operates pursuant to a written charter that is reviewed and approved annually.

In the performance of its oversight function for the year ended December 31, 2009, the Audit Committee reviewed and discussed the audited consolidated financial statements and the Company’s internal controls over financial reporting with management and the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board (PCAOB) in Rule 3200T. In addition, the Audit Committee has received and reviewed the written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communication with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm its independence.

Based upon these reviews and discussions, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2009 filed with the SEC.

Wayne J. Grace, Chairman
Robert A. Ebel
John L. Gillis, Jr.

SHAREHOLDER PROPOSALS FOR THE 2010 ANNUAL MEETING

In order for a shareholder to bring any business before a meeting of shareholders, the shareholder must have given timely notice thereof in writing to the Company’s Secretary and comply with the other notice requirements set forth in the Company’s bylaws. To be timely, a shareholder’s notice must be delivered to or mailed and received at the Company’s principal executive offices not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s Annual Meeting. For the 2011 Annual Meeting, shareholders must submit proposals no earlier than January 19, 2011 and no later than February 18, 2011.

If, however, the date of the meeting is changed by more than 30 days before or after such anniversary date, the notice must be received not later than the tenth day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure was made. A shareholder’s notice to the Secretary must set forth as to each matter the shareholder proposes to bring before the Annual Meeting:

The requirements contained in the Company’s bylaws and summarized above are separate from and in addition to the SEC requirements that a shareholder must meet to have a proposal included in the Company’s Proxy Statement. Any shareholder proposal to be considered for inclusion in the Company’s Proxy Statement and form of proxy for its next Annual Meeting, which is expected to be held on April 18, 2011, must be received by the Company no later than November 19, 2011 at the following address: Cass Information Systems, Inc., Attn: P. Stephen Appelbaum, Secretary, 13001 Hollenberg Drive, Bridgeton, Missouri 63044.

OTHER MATTERS AND HOUSEHOLDING

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

The Company may and some banks, brokers and other nominee record holders may be participating in the practice of householding proxy statements and annual reports. This means that only one copy of this proxy statement may have been sent to multiple shareholders in your household unless you provide us with contrary instructions. A separate copy of this proxy statement or the annual report will be delivered to you if you write to: Cass Information Systems, Inc., Attn: P. Stephen Appelbaum, Secretary, 13001 Hollenberg Drive, Bridgeton, Missouri 63044, or call (314) 506-5500.

By Order of the Board of Directors
P. Stephen Appelbaum, Secretary

Charles F. Knight Executive Education Center
Olin School of Business at Washington University in St. Louis
  
Knight Center Reception Desk    (314) 933-9400 local    (866) 933-9400 toll free