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KCP-942913-7 05012009


Updated as of October 1, 2009 Table of Contents


What is the Participating Investment Plan (PIP)? Who is eligible to join the PIP?

What happens if I leave employment and come back? Recognition of prior service with an acquired bank

What if I work for an affiliated bank or company that is not a "Participating Employer?" How do I join PIP?

May I access my account on the internet or by telephone? How does the PIP work?

How much may I contribute?

May I change the rate of my contributions? May I suspend my contributions?

What happens if I go on an unpaid leave of absence? What happens to my pre-tax contributions?

What are the Company matching funds?

Are rollover contributions permitted under the PIP? What investment alternatives are available?

How are my accounts attributable to former CBI Employee Stock Ownership Plan maintained under Plan? Can I change the investment of my PIP account?

How is the value of my accounts in each of the funds determined? What does vesting mean?

What is a year of vesting service? Forfeiture on Non-Vested Accounts Loans

In-Service Withdrawals Termination of Employment

How will the value of my accounts be distributed to me? What about taxes on distributions made to me?

What happens to any non-vested portion of my employer matching and ESOP accounts? Are forfeited amounts permanently lost?

What happens to my PIP in the event I die or am permanently and totally disabled? Can I change my beneficiary?

May I assign or pledge my interest in the Plan? What must I do to claim my benefits?

Can changes be made to the PIP after I join?

Other information regarding participant directed investments Your rights under the plan

Plan Information


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This booklet is for all employees of Commerce Bancshares, Inc. and participating employers (collectively the

"Company") who are eligible to participate in the Commerce Bancshares Participating Investment Plan (hereinafter the "PIP or the "Plan"). It is designed to provide you with a summary of the PIP. This is not a substitute for the actual plan documents which are the final authority with respect to the terms of the Plan.


The PIP is a qualified retirement plan designed to encourage and assist eligible employees of the Commerce Bancshares companies to save regularly for retirement.

Through a combination of your contributions to the PIP, Company matching contributions and investment

experience, your PIP accounts can grow into a retirement "nest egg". However, the PIP is not intended to, nor will it provide you with retirement or disability payments which are adequate to maintain a comfortable living standard after retirement or in the event of disability. Consequently, if you participate in this Plan, you should recognize its limited nature and provide additional ways to save for retirement or provide for yourself or your beneficiaries in the event of death or disability.

The PIP is designed to help you save for retirement. Other types of savings plans are better suited for short term savings or saving for a specific need other than retirement.


Employees who are at least age 21 will be eligible to join the Plan on the first day of each calendar quarter (i.e., the three-month periods beginning January 1, April 1, July 1, or October 1) coinciding with or next following the date on which the employee completes 30 days of eligibility service.

Leased employees and union employees are not eligible to participate in the PIP (unless, in the case of union employees, the collective bargaining agreement provides for participation).

You may join the PIP as of any payroll date following your initial quarterly entry date. See “How Do I Join PIP” below.

In general, all Commerce affiliated banks and companies are participating employers so that their employees are eligible to become participants in the PIP.


If you were eligible to participate in the PIP when you left employment, you will be eligible to participate upon your reemployment. If you were not eligible before you left, you will be eligible to participate after you have completed the eligibility service requirements outlined above under "Who Is Eligible To Join The PIP," and your service before you left will be taken into account.


If you work for a business that is acquired by the Company by merger, consolidation or purchase of the outstanding stock or assets of the business, you will be (i) immediately eligible to participate in the PIP on the effective date of the acquisition and (ii) fully vested in your Accounts under the PIP unless the Administrator specifies otherwise in a supplement to the PIP.


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If you work for an affiliated bank or company that is not a participating employer, you will not be eligible to participate in the PIP. If you are a participant in the Plan and then transfer to an affiliated bank or company that does not participate in the Plan, you will become a limited participant and will not be eligible to make contributions or to share in Company contributions until you are again employed by a participating employer.


You may enroll in the PIP, at any time, by accessing the Fidelity website at or calling 1-800-835- 5095. You will also receive an enrollment booklet following your initial date of hire. Your actual date of

participation may be delayed until you have satisfied the PIP’s eligibility requirements. If you do not receive your enrollment booklet, please contact Fidelity.


Your account information is available 24 hours a day at You may also access your account by calling 1-800-835-5095.

Once you're in the system, you can perform the functions described below:

• change your rate of contribution

• change the investment of your future contributions

• change the investment of existing balances

• find the balance in each of your accounts

• apply for a participant loan

• find outstanding loan balances

• request a distribution, loan or withdrawal

After you request changes, you may either print an online confirmation or request that a written statement be sent to your home address. You should carefully review any confirmation to ensure that it accurately reflects the

transaction you intended.

Except in unusual cases, transactions will be processed using account values as of the end of the business day on which your request is received if Fidelity receives your request before 3:00 p.m., Central Time, on a business day. Otherwise, account values will generally be determined as of the end of the next business day.


Through the PIP you may save a percentage of your salary on a regular basis through payroll deduction.

Your contributions to the Plan are made on a pre-tax basis and result in a reduction in taxable income for the year in which they were made. Pre-tax contributions and any earnings which may accumulate are tax-deferred until

distribution. Although pre-tax contributions reduce the amount of your wages subject to income tax, social security contributions and benefits are based on your wages without reduction for PIP contributions.


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Effective January 1, 1995, after-tax contributions are no longer permitted. Any after-tax accounts which you may have under the Plan will continue to be maintained until such time as you request a distribution from the Plan. HOW MUCH MAY I CONTRIBUTE?

You may contribute any whole percentage from 1% to 25% of your "compensation" to the PIP as your pre-tax contributions. However, your contributions are limited each year to an indexed amount which may be adjusted annually for inflation by the Internal Revenue Service ("IRS".) "Compensation" is generally defined to include your total amount of earnings reportable on Form W-2 for Federal income tax withholding purposes, without reduction for your elective contribution made to this Plan and the Commerce Bancshares Flexible-Cash Plan.

"Compensation" excludes any amounts paid or reimbursed to you for moving expenses, but only to the extent that such amounts are believed to be deductible by you under Section 217 of the Internal Revenue Code.

"Compensation" also excludes any pay in excess of the maximum compensation limit determined annually by the IRS.

If you are or will be age 50 or older before the close of any calendar year, you may also make a “catch-up” contribution. A catch-up contribution is an amount which you may defer in excess of the otherwise applicable deferral limit for a calendar year. This catch-up limit is determined by the IRS and is indexed for inflation. MAY I CHANGE THE RATE OF MY CONTRIBUTIONS?

Yes. You may change the amount you contribute on a pre-tax basis at any time. The change will be effective as soon as is administratively possible. To make such a change, you may use either the internet or the Fidelity Voice system.

NOTE: Certain officers and highly compensated employees may not be permitted to increase their contributions during the year and may be required to: a) decrease contributions; and/or b) receive a return of contributions. Those restrictions are caused by the need to monitor the PIP's compliance with certain mathematical

nondiscrimination tests set forth in Sections 401(k) and 401(m) of the Internal Revenue Code. If you are subject to this limit, you will be notified at an appropriate time.


Yes. You may suspend your contributions (i.e., reduce your pre-tax contributions to zero) at any time and the suspension will be effective as soon as is administratively possible. If you suspend contributions, you still remain a participant in the PIP in the sense that you will continue to earn vesting service and your accounts will continue to be invested in the PIP. In order to suspend contributions, please contact Fidelity. You may resume making pre-tax contributions during the next or any succeeding month. (See "May I Change the Rate of My Contributions?") WHAT HAPPENS IF I GO ON AN UNPAID LEAVE OF ABSENCE?

Your contributions (and company matching funds) will be automatically suspended if:

• You are on an approved leave of absence such as military leave, educational leave, medical or family leave, and

• Compensation is not being paid to you.

However, your accounts will remain invested in the PIP during your leave of absence. Upon your return to active employment, your contributions (and Company matching funds) will automatically resume at the rate in effect prior to your leave.


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As soon as reasonably practicable after each pay period, your contributions and Company matching funds for that period are deposited with the Trustee. Those funds are then invested for your benefit as you have directed. WHAT ARE THE COMPANY MATCHING FUNDS?

In addition to the contributions you make to the PIP, the Company will make matching contributions based on the following table:

Age plus years of employment as of the first day of each plan year

Matching percentage for the plan year Less than 45 years 50% of the participant’s elective pre-tax

contributions that do not exceed 7% of pay 45 to 59 years 75% of the participant’s elective pre-tax

contributions that do not exceed 7% of pay 60 or more years 100% of the participant’s elective pre-tax

contributions that do not exceed 7% of pay For example, assume that your regular pay is $2,000 per payroll, your total age plus years of employment is 52 as of the beginning of the year, and you contribute 10% of your pay to the PIP as a pre-tax contribution. Your service-based matching contribution would be $105.00 per payroll which is equal to $2,000 x 7% x 75%. If you only contributed 5% of your pay as a pre-tax contribution, your service-based match would be $75.00 per payroll which is equal to $2,000 x 5% x 75%.

Commerce may also contribute a discretionary match based on Company performance. The additional benefit will be based on Commerce meeting and/or exceeding Company budget goals. The contribution will be made following each plan year based on established goals achieved by the company. You must be employed on December 31st to receive the discretionary match for each year (unless you terminate employment due to death, disability or retirement on or after attaining age 65).

Company matching funds are invested in the same manner that you select for your pre-tax contributions.

Your right to Company matching contributions is determined by your years of vesting service with the Company which is further explained below under the "VESTING" section.


Yes. The Plan permits you to make rollover contributions by a transfer or rollover of an "eligible rollover distribution" from a prior employer's 401(k), profit sharing, 403(b), or 457(b) retirement plan. You may also be eligible to rollover amounts from an individual retirement account (IRA) which were previously transferred to the IRA from a prior employer's retirement plan. Please contact Fidelity for additional information regarding rollover contributions.


As a PIP participant, you are solely responsible for directing the investment of your contributions and any Company matching funds. Participants may direct the investment of their accounts in 1% increments or multiples among the various investment alternatives offered under the Plan. To direct investment changes, go to or call 1-800-835-5095.


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Commerce common stock is included as one of the investment alternatives under the Plan as a unitized stock fund. A unitized fund generally means that a portion of the investment is held in cash in order to fund distributions, investment transfers, etc. The portion of the PIP that is invested in Commerce stock is designated as an "employee stock ownership plan" and is subject to the following special provisions:

• The Plan provides that any dividends paid on Commerce stock credited to your accounts may be distributed directly to the participants or reinvested in the Plan. Such dividends will be automatically reinvested in your stock account under the Plan unless you make an affirmative election to receive payment of the dividends directly. If you want to receive payment of your dividends instead of having them credited to your stock account under the Plan, please contact Fidelity at or 1-800-835-5095. To minimize distribution costs, your election to receive payment of your dividends will be subject any minimum dollar amount established by the Administrator.

• You are entitled to direct the Trustee as to the manner of voting all shares of Commerce stock allocated to your account. Any shares for which the Plan receives no voting instructions will be voted based on directions from the Company.


Effective January 1, 1995, the Commerce Bancshares, Inc. Employee Stock Ownership Plan (the "ESOP") was merged into the PIP. Pursuant to this merger, your account balances under the ESOP are now maintained under an ESOP Account. The ESOP Account was credited with the value of your accounts in the ESOP as of January 1, 1995 that were invested in Commerce stock.


Yes. You are solely responsible for the investment of your entire account balance under the PIP (including your ESOP Account, if any). You may change your investment allocations with respect to future contributions and/or existing account balances at any time. All investment elections must be implemented through Fidelity at or 1-800-835-5095.

In making your investment elections, you are encouraged to consider diversifying your investment portfolio. By diversifying your portfolio, your investment performance should fluctuate less because losses from some

investments are offset by gains in others. Therefore, you should have less risk than if you put all your money in one type of investment, such as stocks and bonds. Diversification also may make sense because no single asset class performs best in all economic environments. For example, in a diversified portfolio, a decline in U.S. bonds may be offset by good performance from international stocks.

Any change in your investment elections will be implemented as soon as is reasonably practicable following the receipt of your direction; unless an administrative delay is necessary due to accounting, liquidity, or other

investment impediments that may arise. Changes of investment election will be based on account values as of the end of the day on which the transaction is processed.


The value of your accounts in the investment funds offered under the PIP are valued as of each business day based on the fair market value of each fund. You may review your account balance by accessing or calling 1-800-835-5095. You will also receive quarterly statements.



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Vesting refers to your nonforfeitable right to funds in your accounts.

As a PIP participant you are always 100% vested in (have full entitlement to) your own contributions and any earnings on those contributions.

Your vested interest in Company matching funds will generally be determined by your years of vesting service with the Company. The vesting schedule applicable to your pre-tax Company matching funds account (the "pre-tax match") is as follows:

Yrs. of vesting service Percentage vested

Less than 3 0%

3 or more 100%

The vesting schedule applicable to your after-tax Company matching funds account (the "after-tax match") and your ESOP accounts (if applicable) is as follows:

Yrs. of vesting service Percentage vested

Less than 3 yrs 0%

3, but less than 4 20%

4, but less than 5 40%

5, but less than 6 60%

6, but less than 7 80%

7 or more 100%

NOTE: You will become fully vested in the value of all your Company accounts (after-tax match, ESOP account, and pre-tax match) in the event of your death, permanent and total disability, or retirement on or after age 65, regardless of your years of vesting service. In addition, you will be 100% vested in any dividends credited to your account that are attributable to Commerce stock.


A year of vesting service generally is each Plan year (i.e., each twelve-month period ending December 31) during which you earn at least 1,000 hours of service Hours of service are generally credited for each hour you are paid, including both time actually worked and time not worked, such as vacations, holidays, sickness or other paid absences (hours credited are limited, however, to no more than 501 for any such period during which you were paid but not actually working). The method for determining hours of service for periods of time actually worked will depend upon whether you are an hourly or salaried employee. You will also be credited with hours of service during an authorized "leave of absence" without pay due to an illness, maternity, education, or other cause approved by your employer at the rate of 83 1/3 hours per month.

The following years are not counted as years of service for vesting: 1. Years prior to the year in which you reach age 18.

2. Years prior to a break in service (a year in which you were not credited with more than 500 hours of service), if at the time of the break you had less than three years of vesting service and your break in service is five years or more. You will not incur a break in service in the first Plan year during which you earn less than 500 hours because of a "maternity or paternity" absence (i.e., absence due to pregnancy of an employee, birth of your child, your adoption of a child or your caring for such child immediately following birth or adoption.)


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Generally, no more than 2 years of vesting service will be credited for any period of a person's employment prior to the time a bank or company became affiliated with Commerce Bancshares, Inc. However, if the plan of such acquired bank or company was merged with PIP, then all service with the acquired entity will count toward PIP vesting.

“Hours of service” are generally credited for each hour you are entitled to payment for your services, including paid time off such as during vacations, holidays, sickness or other leaves of absence.


Following termination of employment, the non-vested portion of your PIP accounts will be forfeited upon the earlier of (i) distribution of your vested balance or (ii) the occurrence of a five-year break in service. A “break in service” generally means any calendar year during which you have completed fewer than 501 hours of service. However, in determining whether a break in service has occurred, if you are absent from work due to pregnancy or the birth or placement for adoption of a child (or to care for such child beginning immediately after such birth or placement for adoption), you will continue to receive credit for hours performed up to a maximum of 500 hours. Forfeitures generally are used to offset Company matching contributions to other participants' accounts.


You may borrow funds from your vested PIP accounts by contacting Fidelity at or 1-800-835- 5095. Any such loan is treated as an investment of your accounts from which the loan proceeds are distributed. Funds borrowed are not taxable income, unless the loan goes into default.

Generally, the following loan procedures and restrictions apply:

• No more than two loans may be outstanding at any time.

• No loan shall be for less than $500 and loans may not be made that will, when added to the highest loan balance outstanding during the one year period ending on the day before the new loan is made, exceed the lesser of:

i. $50,000 (reduced by the excess, if any, of highest outstanding balance of loans during the 1-year period ending on the day before the loan date, over the outstanding balance of all loans on the day the loan is made)


ii. 50% of the balance of your vested accounts (other than your ESOP Account).

• The period of the loan shall be selected by you so long as it does not exceed the maximum period established by rules of the Administrator. In any event, the loan must be paid in full upon termination of employment. You may prepay the loan in full or in part at any time.

• The interest rate on the loan will be fixed and equal to the Commerce prime rate plus 1%.

• If your loan is in default at any time following your termination of employment, the Administrator will offset the portion of your vested account balance pledged as security for the loan by the amount of the loan and accrued interest. The Administrator will then treat the loan as repaid to the extent of the permissible offset.



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The PIP is designed to help fund retirement savings. Therefore, withdrawal of funds for reasons other than termination, retirement, death or permanent and total disability is discouraged.

However, if you previously participated in the PIP on an after-tax basis, you may withdraw all or any part of your after-tax contributions account. You may also withdraw the vested portion of your after-tax match account and forfeit the remaining non-vested balance. Again, please note that effective January 1, 1995, after-tax contributions are no longer permitted under the Plan.

NOTE: Distributions from your after-tax contribution account and your after-tax match account are subject to taxation to the extent such distributions include the match and earnings on your contributions or match. The taxable amount is subject to taxation as ordinary income and, if you are under age 59-1/2, a 10% penalty tax. You may be able to rollover the taxable amount to an IRA or to another qualified retirement plan to avoid the taxes and penalties. You should discuss rollover and other tax issues with your tax advisor.

NOTE: You do not have the ability to withdraw from your pre-tax contributions account or pre-tax match account while actively employed. Distribution from these accounts is available only at termination, death, permanent and total disability and retirement.


You may elect to receive your benefits in a single lump sum as soon as reasonably practicable following your termination of employment and receipt of your election. You must contact Fidelity at or 1-800- 835-5095 to request the distribution.

The general rule is that benefits distributable from your accounts shall be paid after you reach normal retirement age (the later of the date you are no longer employed by the Company or age 65,) or as soon as thereafter as is reasonably practicable. Alternatively, you may elect to receive your distribution on a date you specify following the month in which you terminated employment or otherwise became entitled to a distribution.

Generally, no distribution may be made to you more than 180 days or less than 30 days after you have received notice of your distribution rights under the Plan, including your right to delay distribution of your accounts. However, your distribution may commence less than 30 days after you have received notice of your distribution rights if you affirmatively elect in a manner acceptable to the Administrator to receive your distribution before the 30-day period has expired.

If your vested account balance does not exceed $5,000, your account will be automatically distributed to you without your consent following your termination of employment. This distribution is a referred to as a mandatory cash-out. You may be eligible to rollover your mandatory cash-out to an IRA or another employer plan in the form of a “direct rollover” and thereby avoid immediate taxation of your benefits.

If your vested account balance is greater than $1,000 but does not exceed $5,000, then your account will be automatically rolled over to an IRA established on your behalf at Fidelity unless you make an affirmative election to (i) receive payment of your benefit directly or (ii) have your benefit rolled over to another individual retirement plan or another employer’s qualified retirement plan. Once your vested account has been transferred out of the Plan, you will no longer be considered a participant in the Plan. You will be solely responsible for directing the investment of your IRA and must contact the Fidelity directly to do so.


Your interest in any non-Company stock accounts will be distributed in cash. Any distribution from your Company stock accounts will be paid in cash, unless you elect to receive the distribution in the form of stock, in which case,


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whole shares of stock will be distributed to you to the extent your interest in the Company Stock Fund is actually invested in whole shares of stock, and cash will be paid for any fractional shares of stock and for the portion of your interest in the Company Stock Fund that is not invested in Company stock.


Existing Federal income tax laws do not require you to report as income your pre-tax contributions or your

Company matching contributions allocated to your accounts. However, when the PIP later distributes your account balances to you, such as upon your retirement, you must report as income the distributions you receive. Also, it may be possible for you to defer Federal income taxation of a distribution by making a "rollover" contribution to your own individual retirement account or to another qualified plan. You should consult your own tax advisor with respect to the proper method of reporting any distribution you receive from the Plan.


Any non-vested percentage of your after-tax match accounts, pre-tax match accounts and ESOP accounts shall be forfeited upon distribution. Such forfeitures shall be used to offset company matching contributions to other participants' accounts.


Generally, yes. However, if you resume your participation in the Plan following re-employment prior to five consecutive one year breaks in service, or resume your participation following a voluntary termination during continued employment, and if you elect to repay the total amount distributed to you within five years after re- employment or resumption of participation, the portion of your Company matching accounts that had been forfeited will be reinstated and reaccredited to your accounts. Neither the total amount you repay nor the reinstated

forfeitures is adjusted for interest or earnings.


If you die, your beneficiary is entitled to the full value of your accounts under the PIP, including any Company matching funds and the ESOP Account. If you were married at the time of your death, your beneficiary will be your surviving spouse unless your spouse has consented in a notarized writing to your designation of another beneficiary.

If you become totally and permanently disabled, you will be entitled to the full value of your accounts under the PIP, including any Company matching funds and the ESOP Account.


Yes. You can change your beneficiary designation at any time (subject to your spouse’s consent, if applicable). Beneficiary designations should be implemented through Fidelity at or 1-800-835-5095. MAY I ASSIGN OR PLEDGE MY INTEREST IN THE PLAN?

No. As required by law, the Plan contains a "spendthrift clause" which prevents you from assigning, borrowing against, pledging or otherwise encumbering your interest in the Plan, other than as discussed with respect to

"Loans" (see above). In addition, your creditors (except in the case of alimony or child support payments) cannot reach your interest in the Plan to satisfy your debts. An exception to this rule is that the Administrator must honor a qualified domestic relations order which is a decree or order issued by a court that obligates you to pay child


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support or alimony or otherwise allocates a portion of your assets in the Plan to your spouse, former spouse, child or other dependent. A copy of the Plan’s procedures for handling qualified domestic relations orders is available from Fidelity.


If any claim for benefits is denied under the PIP, you may request a review of the denied claim by submitting a written request within 60 days (or 180 days in the case of a disability claim) after the denial to the Claims Review Committee. Such request should be delivered to the Administrator. You also have the right (after requesting review of your claim) to review and/or copy, without charge, the related documents and submit issues and comments in writing. The denial will be reviewed by the member or members of the Claims Review Committee who did not consider your original claim. A hearing may also be held if such members of the Claim Review Committee believe a hearing is necessary.

The decision on your claim of the member or members of the Claims Review Committee will be sent to you in writing within 60 days (or 45 days in the case of a disability claim) and, in the case of a denial, will explain the specific reasons for the decision and point out the sections of the Plan which are pertinent to your claim. The 60 or 45 day period may be extended upon notice to you, but not beyond 120 days (or 90 days in the case of a disability claim) after the receipt of a request for a review.

If the determination involves a claim of disability, the following additional rules apply to an appeal. First, you will be provided the identity of any medical or vocational experts whose advice was obtained in connection with the determination, whether or not the advice was relied on by Claims Review Committee. Second, any health care professional who is engaged for a consultation on appeal will be a different person from and not subordinate to any health care professional who the Claims Review Committee consulted for the initial determination.

If you wish to pursue your claim to a benefit still further, you may only do so if you exhaust all of the claims procedures outlined above and the legal action is commenced within 90 days after a decision on review is denied. CAN CHANGES BE MADE TO THE PIP AFTER I JOIN?

Yes. Commerce Bancshares, Inc. reserves the right to amend, suspend or terminate the PIP at any time. However, any such changes are not permitted to decrease your vested rights in the PIP and, if the PIP is terminated, you will be fully vested in the value of all of your accounts.


As a general rule, the Plan's Trustee is responsible for investing the Plan's assets. However, if the Plan meets the requirements under Section 404(c) of the Employee Retirement Income Security Act of 1974 (ERISA), as amended, the law relieves the Trustee and other plan fiduciaries of at least part of this responsibility. A "404(c) plan" permits participants to direct the investment of plan assets according to the rules of ERISA Section 404(c). The PIP intends to qualify as a 404(c) plan. As a result, the Plan's fiduciaries will not be liable for losses which are the direct and necessary result of investment instructions made by you. In accordance with Section 404(c) of ERISA, you have the right to receive the following information upon request to Fidelity.

• A narrative of the annual operating expenses of each investment alternative under the Plan, including investment manager fees, administrative fees, and transaction costs, which reduce the rate of return to the participant.

• Copies of prospectuses, financial statements and reports, and other materials related to the investment alternatives to the extent the information is provided to the Plan.


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• With respect to each investment alternative under the Plan, a list of assets comprising the portfolio of the alternative that includes Plan assets and the value of the assets; and if the asset is a fixed rate investment contract, the name of the issuer of the contract, the term of the contract, and the rate of return on the contract.

• The value of shares or units and past and current investment performance of each available alternative, net of expenses.

• The value of the shares or units held in the particular participant’s account.

Voting, tender and similar rights: The Trustee has the authority under the PIP to exercise voting, tender or similar rights with respect to securities other than Company stock held within the trust fund. Each participant or

beneficiary will be entitled to direct the Trustee with regard to the exercise of voting, tender or similar rights attributable to Company stock allocated to his or her accounts.

Confidentiality with respect to Company stock: As indicated above under "WHAT INVESTMENT

ALTERNATIVES ARE AVAILABLE?", you have the option of investing your accounts in common stock of Commerce Bancshares, Inc. Assuming that you choose to do so, the Administrator and the Trustee have

established procedures to ensure that your investment remains confidential. For example, only a limited number of persons, e.g., the Trustee and administrative personnel appointed, employed or retained by the Trustee, will have access to information regarding your investment in Company stock. Such restricted information includes any records of any purchase, sale or retention of Company stock under the PIP on your behalf, and any voting, tender and similar rights exercised by you. Management staff of the Company will not have access to these records except as necessary in providing services to the Plan. In the event of any circumstance which involves potential for undue Company influence, including tender offers, exchange offers or contested board elections, the Administrator will appoint an independent plan fiduciary to administer these activities. The Administrator will monitor the

effectiveness of these procedures. The Administrator will establish any new procedures that become necessary, and will advise you regarding those procedures.

Please contact Fidelity with any questions you may have regarding Section 404(c) of ERISA and your rights thereunder.


As a participant in the Plan, you are entitled to certain information and have certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that you are entitled to:

• Examine, without charge, copies of all documents governing the Plan and a copy of the latest annual report (Form 5500 series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration.

• Obtain copies of all Plan documents and other Plan information upon written request to the Administrator. A reasonable fee may be charged for these copies.

• Receive a summary of the Plan’s annual financial report. The Administrator is required to furnish each participant with a copy of this summary annual report.

• Obtain a statement showing your account balance. This statement will be provided once a year, and will be furnished without charge.

In addition to creating rights for participants, ERISA imposes duties upon the persons who are responsible for the operation of the Plan. The persons who operate the Plan are called “fiduciaries” and have a duty to operate the Plan prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your

Employer, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit


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or exercising your rights under ERISA. If your claim for a benefit is denied in whole or in part you must receive a written explanation of the reason for the denial. You have the right to have the Administrator review and

reconsider your claim.

Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request any of the materials listed above from the Administrator and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not provided because of reasons beyond the control of the Administrator.

If your claim for benefits is denied or ignored, either in whole or in part, you may file suit in a state or federal court. In the event that Plan fiduciaries misuse the Plan’s funds, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or file suit in a federal court. In addition, if you disagree with the Plan’s decision or lack thereof concerning the qualified status of a domestic relations order, you may file suit in Federal court. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. But if you lose, the court may order you to pay these costs and fees if, for example, it finds your claim is frivolous.

Any questions concerning the Plan should be directed to the Administrator. Additional information about this statement or your rights under ERISA may be obtained from the nearest Office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical

Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and

responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. PLAN INFORMATION

1. Name of Plan:

Commerce Bancshares Participating Investment Plan Called "PIP" or "Participating Investment Plan" Plan Number 002

2. Type of Plan:

Defined contribution plan. For this reason the benefits of the Plan are not insured by the Pension Benefit Guaranty Corporation under Title IV of ERISA.

3. Sponsored By:

Commerce Bancshares, Inc. (Employer Identification Number 43-0889454) 4. Participating Employers:

A current list of the participating employers at any time may be obtained upon written request to the Plan Administrator and is available for examination at the principal office of any participating employer. 5. Plan Administrator:

Retirement Committee of Commerce Bancshares, Inc. 8000 Forsyth Blvd., Suite 910

St. Louis, MO 63105 Phone: (314) 726-2255

Under the terms of the Plan, the Plan Administrator has the exclusive power and discretion to construe and interpret the terms of the PIP and to determine all questions that arise thereunder, including, but not limited to, questions regarding eligibility, vesting and entitlement to, the kind and amount of benefits.

6. Name and Address of Person for Service of Legal Process:


KCP-942913-7 05012009

Commerce Bancshares, Inc. ATTN: General Counsel 8000 Forsyth Blvd., Suite 910 St. Louis, MO 63105

Service must also be made upon the Trustee. 7. Trustee:

Commerce Bank, N.A. 8000 Forsyth Blvd., Suite 910 St. Louis, MO 63105

8. Plan Year:

January 1 - December 31





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