Edgar Filing: CASS INFORMATION SYSTEMS INC

UNITED STATES
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. )

Filed by the Registrant |X|

Filed by a Party other than the Registrant |_|

Check the appropriate box:

|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12

CASS INFORMATION SYSTEMS, INC.
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(Name of Registrant as Specified In Its Charter)

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

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|X| No fee required.

|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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CASS INFORMATION SYSTEMS, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held on
April 21, 2003

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 21, 2003, 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
auditors for 2003; and

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

The close of business on March 5, 2003 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, 2003
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 21, 2003

This Proxy Statement is being furnished to the common shareholders of Cass
Information Systems, Inc. (the "Company") on or about March 18, 2003 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 21, 2003 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, 2003,
(the "Record Date") are entitled to receive notice of and vote at the Annual
Meeting. On the Record Date, 3,367,468 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 auditors 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 25.99% 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 auditors. 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, 2003.

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 who is not an officer of the Company 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 dividends.

The nominees for election to the Board of Directors are Mr. Bodine, Mr.
Fucoloro, Mr. Krieg, and Mr. Kuehner, each of whom is a current director of the
Company. 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: 78 Aluminum, Inc.
Director since 1966 (manufacturer)
Current term expires 2003 Mr. Bodine is a nominee for re-election
to the Board of Directors.

Eric H. Brunngraber Chief Financial Officer and
Age: 46 Vice President-Secretary of the Company &
Director since 2003 subsidiaries since 1997
Current term expires 2005

Bryan S. Chapell President, Covenant
Age: 48 Theological Seminary
Director since 1998
Current term expires 2005

Lawrence A. Collett Chairman of the Board of the Company &
Age: 60 subsidiaries since 1992;
Director since 1983 Chief Executive Officer of the Company &
Current term expires 2004 subsidiaries since 1990

Thomas J. Fucoloro Retired
Age: 77 Mr. Fucoloro is a nominee for re-election
Director since 1986 to the Board of Directors.
Current term expires 2003

Harry J. Krieg Retired
Age: 78 Chairman of the Company & subsidiaries,
Chairman Emeritus, since 1992 1975 - 1992
Director since 1962 Mr. Krieg is a nominee for re-election
Current term expires 2003 to the Board of Directors.

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

Howard A. Kuehner Investor
Age: 87 Mr. Kuehner is a nominee for re-election
Director since 1966 to the Board of Directors.
Current term expires 2003

Jake Nania Investor
Age: 78
Director since 1967
Current term expires 2005

Irving A. Shepard President, Venture
Age: 85 Consultants, Inc.
Director since 1970 (consulting company)
Current term expires 2004

Andrew J. Signorelli Vice President, Andrews Educational
Age: 63 & Research Center; Founder,
Director since 1986 Hope Educational & Research Center
Current term expires 2004

Bruce E. Woodruff Attorney; of counsel to Armstrong
Age: 72 Teasdale LLP
Director since 1995
Current term expires 2005

Committees

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

The Audit Committee, which met 4 times during 2002, selects and retains
the independent auditors to perform audit and non-audit services, reviews the
scope and results of such services, reviews with management and the independent
auditors any recommendations of the auditors regarding changes and improvements
in the Company's accounting procedures and controls and management's response
thereto, and reports to the Board after each Audit Committee meeting. In
addition, the Committee meets with the Company's internal auditors on a
quarterly basis to review the scope and results of such services.

The Compensation Committee, which met 5 times during 2002, reviews and
recommends to the Board the salaries and all other forms of compensation of the
officers of the Company and its subsidiaries.

During 2002, 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.

Audit Committee Report

The Board of Directors maintains an Audit Committee comprised of four
outside directors. The Board of Directors and the Audit Committee believes that
the Audit 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 Committee adopted a revised version of its written charter in
January 2003, which is included as Exhibit I.

During 2002, the Company incurred the following fees for services
performed by KPMG LLP, the Company's independent auditors:

Audit Fees $101,850 (1)
Audit-Related Fees $ --
Financial Information Systems Design and Implementation Fees $ --
Tax Fees $ 74,200 (1)(2)
All Other Fees $ 28,489 (1)(3)

(1) The Audit Committee has considered whether the provision of these
services is compatible with maintaining the principal accountant's
independence.
(2) Represents tax compliance and preparation services.
(3) Represent services performed during an information technology
security review.

In connection with the December 31, 2002 consolidated financial
statements, the Audit Committee (1) reviewed and discussed the audited
consolidated 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 Committee recommended to the Board of Directors that the audited
consolidated financial statements be included in the Annual Report on Form 10-K
filed with the SEC.

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

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 60 Chairman and Chief Executive Officer of the
Company and subsidiaries; Director of the
Company and subsidiaries

William C. Bouchein 67 Vice President - Treasurer of the Company

Eric H. Brunngraber 46 Chief Financial Officer and Vice President-
Secretary of the Company and subsidiaries;
Director of the Company and subsidiaries

Harry M. Murray 49 Chief Operating Officer- Utility
Information Services

John F. Pickering 52 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 2002, and to each person who was, for the fiscal
year ended December 31, 2002, one of the four most highly compensated executive
officers of the Company, other than the Chief Executive Officer. 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 Options (#) Compensation (1)
------------------ ---- ------ ----- ------ ----------- ----------------

Lawrence A. Collett 2002 $341,000 $ 58,000 -- -- $ 4,290
Chairman and 2001 316,000 56,700 -- -- 3,840
Chief Executive Officer 2000 291,000 58,200 -- -- 3,840
of the Company and
subsidiaries; Director of the
Company and subsidiaries

William C. Bouchein 2002 $140,500 $ 10,000 -- -- $ 6,065
Vice President - Treasurer 2001 136,500 11,000 -- -- 6,195
of the Company 2000 134,500 9,500 -- -- 5,999

Eric H. Brunngraber 2002 $156,600 $ 29,000 -- -- $ 3,056
Chief Financial Officer and 2001 126,600 25,500 -- -- 2,586
Vice President - Secretary 2000 111,600 27,500 -- -- 2,321
of the Company and
subsidiaries; Director of the
Company and subsidiaries

Harry M. Murray 2002 $150,000 $ 21,000 -- -- $ 2,914
Chief Operating Officer - 2001 140,000 14,700 -- -- 2,755
Utility Information Services 2000 130,000 13,000 -- -- 2,593

John F. Pickering 2002 $150,000 $ 19,080 -- -- $ 3,168
Chief Operating Officer - 2001 166,500 14,500 -- -- 3,240
Transportation Information 2000 160,000 29,000 -- -- 3,000
Services

(1) These amounts represent Company matching contributions paid on behalf of the
executive under the Company's 401(k) Plan (in 2002 contributions were $3,000 for
Mr. Collett, $2,255 for Mr. Bouchein, $2,587 for Mr. Brunngraber, $2,464 for Mr.
Murray, and $2,478 for Mr. Pickering) and the imputed value of group term life
premiums paid on their behalves (in 2002 premiums were $1,290 for Mr. Collett,
$3,810 for Mr. Bouchein, $469 for Mr. Brunngraber, $450 for Mr. Murray, and $690
for Mr. Pickering).

Option/SAR Grants

No options were granted to the named executive officers in 2002.

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 410,786 shares of the Company's common stock. The
following table summarizes stock options outstanding as of December 31, 2002
(1):

Weighted Average
Exercise Options Remaining
Price Outstanding Contractual Life
----- ----------- ----------------
$ 9.80 31,681 2.00 years
19.34 6,300 2.43
21.85 3,675 3.00
21.86 6,300 6.00
23.40 2,100 3.00
23.99 59,167 3.00
24.18 8,925 2.08

Of these shares, 39,679 were exercisable with a weighted average exercise
price of $12.32. These options vest over a period not to exceed seven years, but
the vesting period can be accelerated based on the Company's attainment of
certain financial operating performance criteria.

The Bonus Plan provides for the issuance of up to 102,820 shares of the
Company's common stock (1). As of December 31, 2002, an aggregate of 43,600
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 to expense over the vesting period of the stock awards.

(1) The exercise price and options outstanding have been adjusted to reflect a
5% stock dividend issued by the Company in December 2002.

Options Exercised in 2002 and Year-end Option Values

The following table summarizes options exercised during 2002, and the
values of options outstanding on December 31, 2002, 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 ($) Unexercisable (#)(1) Unexercisable ($)(1)
------------ ------------ -------------------- --------------------

Mr. Collett 5,124 $72,530 24,623 / 25,647 $355,850 / $15,645

Mr. Bouchein 1,236 17,496 57 / 2,463 35 / 1,502

Mr. Brunngraber 6,000 84,930 1,066 / 7,334 466 / 3,860

Mr. Murray 2,648 37,482 60 / 5,190 37 / 3,166

Mr. Pickering 4,634 65,594 60 / 5,190 37 / 3,166

(1) The exercise price and options outstanding have been adjusted to reflect a
5% stock dividend issued by the Company in December 2002.

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 $11,000 for 2002. 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 2002 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 executive 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. Bouchein-13; Mr.
Brunngraber-41; Mr. Murray-34, and 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 $ 15,200 $ 22,800 $ 30,400 $ 38,000 $ 45,600 $ 53,200 $ 60,800

150,000 18,700 28,000 37,400 46,700 56,100 65,400 74,800

175,000 22,200 33,300 44,400 55,500 66,600 77,700 88,800

200,000 25,700 38,500 51,400 64,200 77,100 89,900 102,800

(1) Estimated benefit calculation assumes retirement at age 65 in the year
2004 with no increase in the maximum social security taxable wage base
after 2002.

(2) Estimated benefits would be subject to Internal Revenue Service maximum
retirement limitations in effect at the retirement date. The maximum
annual compensation that may be recognized for determining benefits in
2002 was $200,000.

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.

Estimated Annual Retirement Benefit (1)
---------------------------------------

$125,000 $ -- $ -- $ 6,100 $ 16,000 $ 8,400 $ 800 $ --

150,000 -- -- 10,500 22,200 12,800 3,500 --

175,000 -- 1,500 14,900 28,300 17,200 6,100 --

200,000 -- 6,300 21,400 36,600 23,700 10,900 --

300,000 27,200 48,300 77,400 106,600 93,700 80,900 68,000

400,000 55,200 90,300 133,400 176,600 163,700 150,900 138,000

(1) Estimated benefit calculation assumes retirement at age 65 in the year
2004.

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
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,
2002, 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 $3,374,388, which represented
approximately 5.5% 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. Mr. Woodruff does not share in fees paid by the Company to
Armstrong Teasdale LLP.

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 whom 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 any
of its subsidiaries. All material items relative to Executive Compensation or
any benefit compensation for the entire Company are 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 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 2002 was increased from 2001 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 CEO and CFO. The Committee considers stock
options and grants to be a significant motivational tool for rewarding its
executive officers and senior management. Stock options and grants provided
under the Company's stock incentive programs are awarded 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. 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 companies performing in industries similar to those of its operating
subsidiaries.

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, overall compensation of the
Company's executives is tied to incentive bonus plans that are directly related
to the Company's earnings. Most of the executives received bonuses in 2002
comparable to or slightly more than those received in 2001 due to the level of
profits achieved in 2002.

The Committee reviews the salaries of the CEO and CFO 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 2002 due to improved
profitability in 2001. The CEO's bonus for 2002 was directly related to profit
performance in 2002 and was slightly higher; no additional stock compensation
was provided in 2002.

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

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 chart in the printed material.]

Comparison of Five-Year Cumulative Total Returns
Performance Report for
Cass Information Systems, Inc.

Prepared by the Center for Research in Security Prices
Produced on 02/10/2003 including data to 12/31/2002

Company Index: CUSIP Ticker Class Sic Exchange

14808P10 CASS 6022 NASDAQ

Fiscal Year-end is 12/31/2002

Market Index: Nasdaq Stock Market (US Companies)

Peer Index: Nasdaq Computer and Data Processing Stocks

SIC 7370-7379 US & Foreign

Date Company Index Market Index Peer Index

12/31/1997 100.000 100.000 100.000
01/30/1998 141.414 103.169 107.535
02/27/1998 141.162 112.863 122.067
03/31/1998 139.098 117.037 132.119
04/30/1998 131.991 119.015 133.231
05/29/1998 122.853 112.403 123.901
06/30/1998 122.809 120.253 146.342
07/31/1998 122.554 118.845 141.466
08/31/1998 117.447 95.281 114.928
09/30/1998 103.299 108.499 137.298
10/30/1998 104.840 113.266 133.405
11/30/1998 104.840 124.779 154.387
12/31/1998 103.003 140.990 178.389
01/29/1999 103.003 161.453 215.676
02/26/1999 103.521 146.991 191.305
03/31/1999 103.798 158.091 215.157
04/30/1999 103.277 163.108 204.184
05/28/1999 102.755 158.531 199.259
06/30/1999 103.024 172.766 223.777
07/30/1999 103.024 169.642 210.454
08/31/1999 102.236 176.797 221.652
09/30/1999 108.078 177.013 233.032
10/29/1999 99.601 191.190 250.499
11/30/1999 92.184 214.363 291.327
12/31/1999 86.564 261.484 392.437
01/31/2000 86.029 251.857 346.546
02/29/2000 87.632 299.872 410.691
03/31/2000 85.260 293.743 387.626
04/28/2000 90.656 247.070 297.028
05/31/2000 91.196 217.289 260.788
06/30/2000 90.435 255.451 316.307
07/31/2000 88.801 241.592 284.042
08/31/2000 84.770 270.174 320.098
09/29/2000 77.063 235.087 292.577
10/31/2000 75.962 215.769 267.764
11/30/2000 81.054 166.241 194.222
12/29/2000 77.914 157.417 180.620
01/31/2001 99.618 176.478 208.841
02/28/2001 91.270 136.619 159.729
03/30/2001 82.600 117.482 131.763
04/30/2001 87.905 135.006 161.883
05/31/2001 89.456 134.812 162.149
06/29/2001 89.872 138.458 171.565
07/31/2001 90.825 129.664 150.549
08/31/2001 90.553 115.548 124.232
09/28/2001 96.376 96.077 104.935
10/31/2001 96.284 108.411 121.987
11/30/2001 108.205 123.846 138.390
12/31/2001 113.284 124.886 145.443
01/31/2002 113.284 123.939 144.679
02/28/2002 115.942 111.047 130.373
03/28/2002 116.969 118.330 134.202
04/30/2002 115.594 108.502 113.617
05/31/2002 116.852 103.716 106.357
06/28/2002 116.989 94.321 106.660
07/31/2002 114.621 85.709 93.682
08/30/2002 108.062 84.801 94.146
09/30/2002 109.712 75.674 82.556
10/31/2002 110.566 86.008 99.749
11/29/2002 115.542 95.598 112.863
12/31/2002 123.414 86.327 100.276

The index level for all series was set to 100.0 on 12/31/1997

Principal Shareholders

The following table contains information with respect to beneficial
ownership of the Company's outstanding common stock, as of March 5, 2003, by:
(1) each person known to the Company to be the beneficial owner of more than 5%
of common stock, (2) each director of the Company and (3) each executive officer
of the Company. The information reflects the 5% stock dividend issued by the
Company in December 2002. 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 88,415 (1) 2.62%
William C. Bouchein 57 (2) *
Eric H. Brunngraber 4,868 (3) *
Bryan S. Chapell 923 (4) *
Lawrence A. Collett 76,403 (5) 2.27
Thomas J. Fucoloro 315 (6) *
Harry J. Krieg 53,432 (7) 1.59
Howard A. Kuehner 126,634 (8) 3.76
Harry M. Murray 9,622 (9) *
Jake Nania 361,584 (10) 10.74
John F. Pickering 9,129 (11) *
Irving A. Shepard 18,596 (12) *
A. J. Signorelli 117,877 (13) 3.50
Bruce E. Woodruff 7,455 (14) *
All executive officers and directors
as a group 875,310 25.99%

----------
* Less than 1% of class.

(1) Includes 105 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 10,223 shares held in a trust
as to which Mr. Bodine's wife has sole voting and dispositive rights.

(2) Includes 57 shares Mr. Bouchein has the right to acquire under the 1995
Performance-Based Stock Option Plan.

(3) Includes 2,902 shares owned jointly with his wife. Includes 900 shares
granted under the Company's 1995 Restricted Stock Bonus Plan, which are
subject to forfeiture; however, Mr. Brunngraber has voting but no
dispositive rights. Includes 1,066 shares Mr. Brunngraber has the right to
acquire under the 1995 Performance-Based Stock Option Plan.

(4) These shares are owned jointly with his wife. Includes 315 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.

(5) Includes 32,869 shares owned jointly with his wife. Includes 2,736 shares
granted under the Company's 1995 Restricted Stock Bonus Plan, which are
subject to forfeiture; however, Mr. Collett has voting but no dispositive
rights. Includes 24,623 shares Mr. Collett has the right to acquire under
the 1995 Performance-Based Stock Option Plan.

(6) Includes 105 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 210 shares held in a trust as
to which Mr. Fucoloro's wife has sole voting and dispositive rights.

(7) Includes 53,327 shares held in a trust with Mr. Krieg having shared voting
and dispositive rights. Includes 105 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 53,771
shares owned by his wife.

(8) Includes 61,614 shares held in a trust with Mr. Kuehner having shared
voting and dispositive rights. Includes 105 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 112,336 shares owned by his wife.

(9) Includes 9,562 shares owned jointly with his wife. Includes 60 shares Mr.
Murray has the right to acquire under the 1995 Performance-Based Stock
Option Plan.

(10) Includes 361,269 shares held in a trust with Mr. Nania having sole voting
and dispositive rights. Includes 315 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 9,069 shares owned jointly with his wife. Includes 60 shares Mr.
Pickering has the right to acquire under the 1995 Performance-Based Stock
Option Plan.

(12) Includes 18,381 shares held in a family partnership in which Mr. Shepard
has shared voting and dispositive rights. Includes 210 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 117,667 shares held in various trusts with Mr. Signorelli having
shared voting and dispositive rights. Includes 210 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 7,140 shares held in a trust with Mr. Woodruff having sole voting
and dispositive rights. Includes 315 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
(SEC) and The Nasdaq Stock Market. 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 2002 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, 2002 and also have been selected by the Audit Committee of the Board of
Directors to serve as auditors for the present year. The Board of Directors
recommends to the Shareholders their ratification of the Audit Committee's
selection of KPMG LLP as independent auditors to audit the accounts of the
Company and its subsidiaries for 2003.

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

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

The Board of Directors of the Company recommends voting FOR the
ratification of the Audit Committee's selection of KPMG LLP as independent
auditors for 2003.

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 19, 2003. 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 3, 2004. 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 Committee Charter
As of January 2003

The purpose of this charter is to set forth the objectives, composition, and
responsibilities of the Audit Committee of the Board of Directors (the
Committee) of Cass Information Systems, Inc. (the Company).

I. PURPOSE

The Audit 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 auditors, and
management of the Company;

o Serve as an independent and objective party to monitor the integrity
of 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 (1)
independent of the management of the Company, (2) receive no consulting,
advisory or other compensatory fees from the Company, other than
directors' fees, and (3) 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
Securities and Exchange Commission regulations.

2. Review the annual audited financial statements with management and
the independent auditors prior to the Company filing its annual
report on Form 10-K, including any significant issues regarding
accounting principles, practices and judgements.

3. Review with management and the independent auditors the Company's
quarterly financial results prior to the Company filing its report
on Form 10-Q, or where practicable, prior to the first public
release of quarterly earnings.

1 of 3

Cass Information Systems, Inc. Exhibit I
Audit Committee Charter
As of January 2003

4. 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.

5. Discuss earnings press releases, as well as financial information
and earnings guidance provided by the Company to analysts and
ratings agencies.

6. Receive and review reports from the internal auditors 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.

7. 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.

8. 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

9. Exercise sole authority in the selection and appointment of the
independent auditors that is ultimately accountable to the Committee
and the Board of Directors.

10. Exercise sole authority to approve the compensation of the
independent auditors.

11. Evaluate with the Board the performance and independence of the
independent auditors and, if so determined in the Committee's sole
authority, replace the independent auditors.

12. Review and concur in the appointment, replacement, or dismissal of
the internal auditors.

13. Assist in oversight of the internal auditors' responsibilities,
performance, and the adequacy of its resources to carry out its
responsibilities

14. Consider the audit scopes and plans of the internal auditors and
independent auditors. Exercise sole authority to approve the terms
of all audit engagements of the independent auditors.

15. Review with the internal auditors 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.

16. 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 and approve in advance any relationships or services that
may affect their objectivity or independence.

17. 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.

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

19. Review the results of monitoring compliance with the Company's code
of conduct.

2 of 3

Cass Information Systems, Inc. Exhibit I
Audit Committee Charter
As of January 2003

20. Meet with the internal auditors, 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.

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

22. Perform an annual assessment of the Company's subsidiary bank
performance in meeting the requirements of the Community
Reinvestment Act.

23. 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.

24. Obtain advice, as deemed by the Committee to be necessary and
appropriate, from outside legal, accounting and other advisors.

25. Establish procedures for: (a) the receipt, retention and treatment
of complaints received by the Company regarding accounting, internal
accounting controls and auditing matters; and (b) the confidential,
anonymous submission by employees of the Company of concerns
regarding questionable accounting or auditing matters.

The foregoing shall be the common activities of the Committee. These
functions are set forth as a guide with the understanding that the
Committee may diverge from this guide as deemed appropriate.

While the Committee has the responsibility and powers set forth in this
Charter, it is not the duty of the Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and
accurate and in accordance with generally accepted accounting principles.
This is the responsibility of management and the independent auditors.

3 of 3

(THIS PAGE INTENTIONALLY LEFT BLANK)

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE Mark Here
FOLLOWING PROPOSALS: for Address |_|
Change or
Comments

1. Election of four directors to serve until the year 2006, or until their
successors are elected and qualified.

FOR all nominees WITHHOLD
listed at right AUTHORITY
(except as marked to vote for all nominees
to the contrary) listed at right

|_| |_|

Nominees: 01 Robert J. Bodine, 02 Thomas J. Fucoloro, 03 Harry J. Krieg and
04 Howard A. Kuehner

(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 auditors for
2003.

FOR AGAINST ABSTAIN

|_| |_| |_|

When properly executed and returned, this proxy will be voted in the manner
specified thereon, and in the best judgement of the Proxies on any other
business which properly comes before the meeting. If no manner is specified,
this proxy will be voted FOR proposals 1 and 2.

Signature_________________Date__________Signature_________________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. FOLD AND DETACH HERE

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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 21, 2003 and at any adjournments thereof on all matters
properly before the meeting.

(Continued and To Be Signed On Other Side.)

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Address Change/Comments (Mark the corresponding box on the reverse side)
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^ FOLD AND DETACH HERE ^