Edgar Filing: CASS INFORMATION SYSTEMS INC

Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

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:
o	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
¨	Soliciting Material Pursuant to §240.14a-12

Cass Information Systems, Inc.

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):

x	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

¨	Fee paid previously with preliminary materials.
¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

CASS INFORMATION SYSTEMS, INC.

13001 Hollenberg Drive

Bridgeton, Missouri 63044

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held on

April 18, 2011

TO THE SHAREHOLDERS:

The Annual Meeting of Shareholders of Cass Information Systems, Inc. will be held at the location specified below on Monday, April 18, 2011, at 11:00 a.m. local time, for the following purposes:

To elect four directors to serve, each for a three-year term;

To ratify the appointment of KPMG LLP as the independent registered public accounting firm for 2011;

To hold a non-binding advisory vote on executive compensation;

To hold a non-binding advisory vote on the frequency of executive compensation advisory votes; and

To act upon such other matters as may properly come before the Annual Meeting or any adjournment thereof.

The close of business on March 4, 2011 has been fixed as the record date for determining shareholders entitled to notice of and to vote at the Annual Meeting or any adjournment thereof.

This year’s Annual Meeting will be held at The Charles F. Knight Executive Education Center, Room 220, Olin School of Business at Washington University, One Brookings Drive, St. Louis, Missouri 63130. For your reference, a map is provided inside the back cover of this Proxy Statement.

All shareholders are cordially invited to attend the Annual Meeting. Whether or not you intend to be present, it is important that your shares be represented and voted at the Annual Meeting. You can vote your shares by one of the following methods: vote over the internet or by telephone using the instructions on the enclosed proxy card, or mark, sign, date and promptly return the enclosed proxy card. The presence, in person or by properly executed proxy, of a majority of the common stock outstanding on the record date is necessary to constitute a quorum at the Annual Meeting.

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

	By Order of the Board of Directors,



	P. Stephen Appelbaum
	Secretary

Bridgeton, Missouri

March 18, 2011

CASS INFORMATION SYSTEMS, INC.

13001 Hollenberg Drive

Bridgeton, Missouri 63044

PROXY STATEMENT

Annual Meeting of Shareholders to be held April 18, 2011

This Proxy Statement is being furnished to the common shareholders of Cass Information Systems, Inc. (the Company) on or about March 18, 2011 in connection with the solicitation of proxies on behalf of the Board of Directors of the Company (the Board) for use at the annual meeting of shareholders (the Annual Meeting) to be held on April 18, 2011 at the time and place and for the purposes set forth in the accompanying Notice of Annual Meeting, and at any adjournment of that meeting.

Holders of common stock, par value $.50 per share, of the Company at its close of business on March 4, 2011 (the Record Date) are entitled to receive notice of and vote at the Annual Meeting. On the Record Date, there were 9,407,294 shares of common stock outstanding and entitled to vote at the Annual Meeting. Holders of record of common stock are entitled to one vote per share of common stock they held of record on the Record Date on each matter that may properly come before the Annual Meeting. Company management and members of the Board, in the aggregate, directly or indirectly controlled approximately 8% of the common stock outstanding on the Record Date.

Shareholders of record on the Record Date are entitled to cast their votes in person or by properly executed proxies at the Annual Meeting. The presence, in person or by properly executed proxy, of a majority of the shares of common stock outstanding on the Record Date is necessary to constitute a quorum at the Annual Meeting. If a quorum is not present at the time the Annual Meeting is convened, the Company may adjourn the Annual Meeting.

If a quorum is present, the affirmative vote of a majority of the shares entitled to vote which are present in person or represented by proxy at the Annual Meeting is required to elect directors, ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2011, approve the non-binding vote on executive compensation, and to act on any other matters properly brought before the Annual Meeting. Because the vote on the frequency of advisory votes on executive compensation is advisory, there is no standard for determining which frequency has been “adopted” by the shareholders. Shareholders may not cumulate their votes in the election of directors.

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

Please note that brokers may no longer use discretionary authority to vote shares on the election of directors or on executive compensation matters if they have not received instructions from their clients. Please vote your proxy so your vote can be counted. The inspector of elections appointed for the Annual Meeting will separately tabulate and certify affirmative and negative votes, abstentions and broker non-votes.

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. Proxies may be revoked by (i) filing with the Secretary of the Company, at or before the Annual Meeting, a written notice of revocation bearing a date later than the date of the proxy, (ii) duly executing and dating a subsequent proxy relating to the common stock and delivering it to the Secretary of the Company at or before the vote is taken at the Annual Meeting or (iii) attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy). Any written notice revoking a proxy, or any subsequent proxy, should be sent to Cass Information Systems, Inc., Attn: P. Stephen Appelbaum, Secretary, 13001 Hollenberg Drive, Bridgeton, Missouri 63044.

All common stock represented at the Annual Meeting by properly executed proxies received prior to or at the Annual Meeting and not properly revoked will be voted at the Annual Meeting in accordance with the instructions indicated in such proxies. If no instructions are indicated, such proxies will be voted FOR the election of the Board’s director nominees, FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public accountants for 2011 and FOR approval of executive compensation. If a proxy card is signed and returned without specifying a choice on the vote regarding the frequency of advisory votes on executive compensation, the shares will be voted to hold such advisory votes EVERY THREE YEARS. Otherwise, signed proxy cards without specified choices will be voted in the discretion of the proxies. The Board does not know of any matters other than the matters described in the Notice of Annual Meeting attached to the Proxy Statement that will come before the Annual Meeting.

The Board solicits the proxies. In addition to the use of the mails, proxies may be solicited personally or by telephone or electronic transmission by directors, officers or regular employees of the Company. It is contemplated that brokerage houses, custodians, nominees and fiduciaries will be requested to forward the soliciting material to the beneficial owners of common stock held of record by such persons, and will be reimbursed by the Company for expenses incurred therewith. The cost of solicitation of proxies will be borne by the Company.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 18, 2011

The Company’s proxy statement, annual report on Form 10-K for the 2010 fiscal year and summary Annual Report to Shareholders are available at www.cassinfo.com under “Investor Relations,” then “Proxy Materials.”

The Company makes available free of charge through its website www.cassinfo.com its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed and furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the Securities and Exchange Commission (the SEC).

PROPOSAL 1

ELECTION OF DIRECTORS

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

The Board, upon recommendation by the Nominating and Corporate Governance Committee, has nominated incumbent directors K. Dane Brooksher, Eric H. Brunngraber, Bryan S. Chapell and Benjamin F. Edwards, IV for re-election. Each of the nominees has consented to serve if elected. If any of them becomes unavailable to serve as a director before the Annual Meeting, the Board may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board.

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

Nominees to serve until 2014:

K. Dane Brooksher, 72, has been a director since 2005. He is Retired Chairman and Chief Executive Officer (CEO) of ProLogis, a leading provider of distribution services and facilities. Mr. Brooksher’s career with ProLogis spanned from 1993 to 2008, where he held the positions of Chairman of the Board, Chief Operating Officer (COO), Co-Chairman and CEO. Prior to joining ProLogis, he spent over 32 years with KPMG LLP, serving as the managing partner for the Mid-West area and the Chicago office, as well as serving on the firm’s Board of Directors, Management Committee and as International Development Partner. He is currently a director of Qwest Communications International, Inc., a publicly traded telecommunications firm and a former member of the Board of Pactiv Corporation, a publicly traded consumer goods and food products packaging firm. He is director and past chairman of the Board of Sponsors of The College of William & Mary – Mason School of Business Foundation and a director of St. Anthony’s Medical Center of St. Louis, Missouri.

The Board selected Mr. Brooksher to serve as a director because of his experience as CEO of a publicly traded company in the logistics industry, as well as his Board and committee experience at both public and private companies. Coupled with his experience as an executive in the public accounting arena, Mr. Brooksher brings strong financial and operational expertise to the Board.

Eric H. Brunngraber, 54, has been a director since 2003. Mr. Brunngraber is President and CEO of the Company. Prior to his appointment as CEO in 2008, he held the position of President and COO since 2006. Mr. Brunngraber served as Chief Financial Officer (CFO) of the Company from 1997 to 2006. He has held numerous positions with the Company since his employment began in 1979, including Executive Vice President-Secretary of Cass Commercial Bank, the Company’s bank subsidiary. Mr. Brunngraber is active in various civic, charitable, professional and church-related organizations in the St. Louis metropolitan area, including the Regional Business Council and the American Diabetes Association – Community Leadership Board.

The Board selected Mr. Brunngraber to serve as a director because he is the Company’s President and CEO and is responsible for the strategic direction and day-to-day leadership of the Company.

Bryan S. Chapell, 56, has been a director since 1998. Dr. Chapell joined the faculty of Covenant Theological Seminary in 1985, and has served as seminary President since 1994. Dr. Chapell has obtained degrees from Northwestern University, Covenant Theological Seminary and Southern Illinois University and has authored numerous books and publications.

The Board selected Dr. Chapell to serve as a director because of his familiarity with and knowledge of the national market for lending to churches and church-related organizations.

Benjamin F. Edwards, IV, 55, has been a director since 2005. He is Chairman, CEO and President of Benjamin F. Edwards & Company, a St. Louis-based investment firm. Previously, Mr. Edwards was branch manager of the Town & Country, Missouri office of A.G. Edwards/Wachovia Securities LLC, a national investment firm. Mr. Edwards’ career with A.G. Edwards began in 1977, where he held numerous positions including Employment Manager, Financial Advisor, Associate Branch Manager, Regional Officer, Director of Sales and Marketing and President, as well as a member of the Board of Directors of A.G. Edwards from 1994 to 2007. He currently serves on the Advisory Boards of Sunshine Missions and Bethesda Hospital and Homes, is a member of the Board of The Bogey Club in St. Louis, and is the Chairman of the St. Louis Prayer Breakfast.

The Board selected Mr. Edwards to serve as a director because it believes he possesses management expertise in investment banking, including experience with capital markets transactions and investments in both public and private companies.

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

Directors to serve until 2013:

Lawrence A. Collett, 68, has been a director since 1983. He is Chairman of the Board of the Company, a position he has held since 1992. Mr. Collett retired as CEO of the Company in 2008, having served in that capacity since 1990. He began his career with the Company in 1963 and served as Executive Vice President from 1974 to 1983 and President from 1983 to 1990. He holds numerous positions with civic, charitable, and church-related institutions. Mr. Collett is a current member of the St. Louis Regional Business Council.

The Board selected Mr. Collett to serve as a director because of his previous tenure with the Company in multiple roles, including CEO, which affords him unique insights into the Company’s strategies, challenges and opportunities.

Wayne J. Grace, 70, has been a director since 2003. He is Retired Managing Director of UHY Advisors MO, Inc., a tax and business consulting firm. Mr. Grace was the founder and Managing Director of the accounting firm Grace Advisors, Inc., where he served from 1983 to 2004. Mr. Grace began his career with the St. Louis, Missouri office of Fox & Company, which spanned from 1966 to 1983. While serving at Fox & Company he became both partner and partner in charge prior to his departure in 1983 to begin Grace Advisors, Inc. During his tenure at Fox & Company he was a member of the National Consulting Services Steering Committee. Mr. Grace served on the Board of Managers for the YMCA of the Ozarks from 1985 to 2005. Mr. Grace served as a director of Siegel-Robert, Inc., a privately held plastics product manufacturer from 2006 to 2008. Mr. Grace is a Certified Public Accountant.

The Board selected Mr. Grace to serve as a director because it believes he has valuable experience in audit, governance and management issues resulting from his background as a certified public accountant and managing partner of a public accounting firm.

James J. Lindemann, 55, has been a director since 2007. He is Executive Vice President of Emerson Electric Co., a publicly traded manufacturing company based in St. Louis, Missouri. Mr. Lindemann joined Emerson in 1977, where he has held a number of increasingly responsible engineering and marketing positions with its Specialty Motor division. In 1992, he was named President of Commercial Cam, and in 1995, he was named President of the Emerson Appliance Motor division. In 1996, Mr. Lindemann was promoted to Chairman and CEO of the Emerson Motor Co. He was named Senior Vice President of Emerson in 1999 and Executive Vice President in 2000. Mr. Lindemann has served on the Emerson Advisory Board since 2000 and has been a board member of the CEO Forum since 2003.

The Board selected Mr. Lindemann to serve as a director based on his experiences with Emerson Electric, where he has served as a senior manager of a public manufacturing company, obtained international expertise and worked successfully with large corporate enterprises.

Andrew J. Signorelli, 71, has been a director since 1986. Mr. Signorelli is President of Hope Educational & Research Center, a St. Louis-based not-for-profit organization established in 1972. He served as Administrator for St. Louis University Association from 1963 to 1965 and Faith Hospital Association from 1965 to 1986. Mr. Signorelli is a board member of Hope Educational & Research Centers and various other private corporations located in the St. Louis metropolitan area.

The Board selected Mr. Signorelli to serve as a director because it believes he brings valuable business management expertise to the Board. His experience as a business leader and entrepreneur provides assistance in evaluating the Company’s subsidiary bank’s local commercial credit transactions. Having served on the Board for more than 20 years, he helps the Board preserve the Company’s unique culture.

Directors to serve until 2012:

Robert A. Ebel, 55, has been a director since 2006. He is CEO of Universal Printing Company, a privately held printing company headquartered in St. Louis, Missouri. Mr. Ebel began his tenure with Universal Printing Company as CFO and board member in 1986. In 1996, he was appointed to the position of CEO. Mr. Ebel currently serves on the Board of the St. Louis Graphic Arts Joint Health and Welfare Fund and is active in various civic and charitable organizations in the St. Louis metropolitan area.

The Board selected Mr. Ebel to serve as a director because it believes he brings valuable business management and finance expertise to the Board. His current duties as CEO of a privately held business based in St. Louis provide him with a strong knowledge of the local commercial marketplace served by the Company’s subsidiary bank.

John L. Gillis, Jr., 71, has been a director since 2007. Mr. Gillis is retired from the law firm of Armstrong Teasdale LLP. Mr. Gillis began his career as an associate with Armstrong Teasdale LLP in 1968, served as partner with the firm from 1975 to 2006 and as Senior Counsel from 2007 until 2009. Mr. Gillis is a member of the American Bar Association, Missouri Bar Association and Bar Association of Metropolitan St. Louis. He has been active in various civic and charitable organizations in the St. Louis metropolitan area.

The Board selected Mr. Gillis to serve as a director because of his legal background, as well as his knowledge of SEC rules and regulations as they relate to the Company’s role and responsibilities as a publicly traded entity.

Randall L. Schilling, 48, has been a director since 2009. He is President and CEO of Candelstiq LLC, a privately held software company based in St. Charles, Missouri. From 1992 to 2010, he was the CEO of Quilogy, Inc., a nationally recognized, privately held information technology professional services company. Mr. Schilling has been active in various civic and charitable organizations in the St. Louis metropolitan area, including Partners for Progress – Education Chairman and Young Presidents Organization. Additionally, Mr. Schilling serves as a Community Advisory Board member for Barnes-Jewish Hospital, St. Peters, Missouri.

The Board selected Mr. Schilling to serve as a director because he possesses information technology expertise to help address the challenges the Company faces in the rapidly changing information technology arena.

Franklin D. Wicks, Jr., 57, has been a director since 2006. He is Executive Vice President and President of Research Products of Sigma-Aldrich Corporation, a publicly traded life science and high technology company located in St. Louis, Missouri. Dr. Wicks has worked for Sigma-Aldrich since 1982, beginning as a research chemist and subsequently working in marketing as President of Sigma Chemical and Vice President of Worldwide Operations, Sigma-Aldrich. He served as President, Scientific Research Division, Sigma-Aldrich from 1999 to 2002 and was responsible for operations in 34 countries. Prior to his most recent appointment, Dr. Wicks served as President-SAFC. After receiving his Ph. D., Dr. Wicks served for four years on the staff of the Navigators at the Air Force Academy and at the University of Colorado at Boulder before joining Sigma-Aldrich. He is currently a member of the CEO Forum and serves as a trustee of Covenant Theological Seminary.

The Board selected Dr. Wicks to serve as a director because of his public company senior management experience, familiarity with corporate governance, and knowledge of local and global marketplace issues.

Director Independence

Based on the independence standards as defined by the marketplace rules of The Nasdaq Stock Market, Inc. (Nasdaq), the Board has determined in its business judgment that all of the directors and director-nominees are independent as such term is defined in the Nasdaq listing standards, except for Mr. Collett and Mr. Brunngraber. Under the objective criteria of the Nasdaq standards, Mr. Collett is not deemed independent because he was employed by the Company until his retirement in July 2008; and, Mr. Brunngraber is not considered independent because he is currently employed by the Company. In addition, each of the members of the Audit Committee meets the heightened independence standards set forth in the SEC rules and the Nasdaq listing standards. In making these determinations, the Board has reviewed all transactions and relationships between each director (or any member of his or her immediate family) and the Company, including transactions and relationships described in the directors’ responses to questions regarding employment, business, family and other relationships with the Company and its management. As a result of this review, the Board concluded, as to each independent director, that no relationships exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Corporate Governance

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

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

Board Leadership Structure

The Company’s Corporate Governance Guidelines specify that the Board has flexibility to decide whether it is best for the Company to combine or separate the roles of Chairman of the Board (Chairman) and CEO. Since July 2008, the Company’s leadership structure consists of separate roles for Chairman and CEO of the Company as performed by Mr. Collett and Mr. Brunngraber, respectively. The Board has chosen to separate the roles of Chairman and CEO in recognition of the current demands of the two roles. While the Chairman organizes Board activities to enable the Board to effectively provide guidance to and oversight and accountability of management, the CEO is responsible for setting the strategic direction for the Company and the day to day leadership and performance of the Company. The Chairman creates and maintains an effective working relationship with the CEO and other members of management and with the other members of the Board; provides the CEO ongoing direction as to Board needs, interests and opinions; and assures that the Board agenda is appropriately directed to the matters of greatest importance to the Company. In carrying out his responsibilities, the Chairman preserves the distinction between management and Board oversight by (i) ensuring that management develop corporate strategy and risk management practices, and (ii) focusing the Board to review and express its judgments on such developments.

The Board recognizes that no single leadership model is right for all companies and at all times, and depending on the circumstances other leadership models may be appropriate. Accordingly, the Board periodically reviews its leadership structure to ensure the proper balance is present in the Company’s current model.

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

Risk Management Oversight

The Board believes that risk is inherent in innovation and the pursuit of long-term growth opportunities. The Company’s management is responsible for day-to-day risk management activities. The Board, acting directly and through its committees, is responsible for the oversight of the Company’s risk management practices. The Board’s role in the Company’s risk oversight process includes regular reviews of information from senior management (generally through Board committee presentation) regarding the areas of material risk to the Company. A description of certain material risks affecting the Company can be found in the Annual Report on Form 10-K for the year ending December 31, 2010. The Compensation Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements. The Audit Committee oversees management of financial and information technology risks. The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board and potential conflicts of interest. Each committee reports regularly to the full Board on its activities. In addition, the Board participates in regular discussions with the Company’s senior management on many core subjects, including strategy, operations, finance, and legal and public policy matters, in which risk oversight is an inherent element.

Communications with the Board of Directors

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

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

Board Meetings and Committees of the Board

The Board holds regularly scheduled meetings in January, April, July and October. During the fiscal year ending December 31, 2010, the Board held four meetings. All directors attended at least 75% of the aggregate number of meetings of the Board and committees on which they served. The Company’s directors are encouraged, but not required, to attend the Company’s Annual Meeting. Eleven directors attended the 2010 Annual Meeting.

The Company has three standing committees: the Audit Committee, the Nominating and Corporate Governance Committee, and the Compensation Committee. Each of these committees has a written charter approved by the Board. A copy of each charter can be found in the Investor Relations section of the Company’s website at www.cassinfo.com.

The following table represents the membership and number of meetings in 2010 (in parentheses) of the Board committees, each of which is comprised entirely of independent directors, as defined by Nasdaq and SEC rules:

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

*Committee Chairman

^Appointed to the committee in April 2010

In January 2011, the Board elected to reassign Mr. Gillis to the Nominating and Corporate Governance Committee, effective with the Annual Meeting.

Audit Committee

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

Nominating and Corporate Governance Committee

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

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

Compensation Committee

The Compensation Committee fulfills the Board’s responsibilities relating to compensation of the Company’s directors, CEO and other executives. The Compensation Committee also has responsibility for approving, evaluating and administering the compensation plans, policies and overall program of the Company.

Compensation Processes and Procedures

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

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

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

Compensation Committee Interlocks and Insider Participation

No member of the Compensation Committee is, or was during the year ended December 31, 2010, an officer, former officer or employee of the Company or any of its subsidiaries, or a person having a relationship requiring disclosure by the Company pursuant to Item 404 of Regulation S-K. No executive officer of the Company served as a member of (i) the compensation committee of another entity of which one of the executive officers of such entity served on the Company’s Compensation Committee or (ii) the board of directors of another entity of which one of the executive officers of such entity served on the Company’s Board, during the year ended December 31, 2010.

Director Compensation

Each director of the Company who is not an officer or employee of the Company receives compensation for his services. The following represents the fee structures applicable during the year ended December 31, 2010:

(In dollars except for shares)
Regular Board Meeting Fee		2,500
Board Committee Meeting Fee		500
Annual Retainer:
Board Member		13,500
Audit Committee Chair		10,000
Compensation Committee Chair		7,000
Nominating and Corporate Governance Committee Chair		7,000
Restricted Stock Award (issued upon election to three-year term)	1,800 shares

Restricted stock awards are issued under the Company’s 2007 Omnibus Incentive Stock Plan. The shares carry voting and dividend rights; dividends are paid quarterly prior to vesting. The shares are subject to a three-year vesting schedule, with 1/3 of the shares vesting each year on the anniversary date of the awards. The grant date of awards is typically the date on which directors are elected. In accordance with the Company’s stock ownership guidelines, directors are encouraged to retain all shares granted to them during their service as a Board member.

In April 2010, those directors serving until 2011 received an additional one-time award of 300 shares of restricted stock. The award was approved by the Board in April 2009 as part of a multi-year award designed to ensure equitable compensation for all directors. The additional shares are subject to a one year vesting period, and carry voting and dividend rights.

Summary Compensation - Directors

The table below sets forth the following compensation for each non-executive director for the fiscal year ended December 31, 2010: (i) the dollar value of fees earned or paid; (ii) the aggregate grant date fair value of restricted stock awards; (iii) all other compensation; and (iv) the dollar value of total compensation.

Name (1)	Fees Earned or Paid in Cash ($)(3)		Stock Awards ($)(4)			All Other Compensation ($)(7)		Total ($)
K. Dane Brooksher		32,500		9,468	(5)		390		42,358
Bryan S. Chapell		22,500		9,468	(5)		390		32,358
Lawrence A. Collett (2)		34,500		56,808	(6)		180,968		272,276
Robert A. Ebel		37,500		―			780		38,280
Benjamin F. Edwards, IV		24,500		9,468	(5)		390		34,358
John L. Gillis, Jr.		26,000		―			826		26,826
Wayne J. Grace		49,000		56,808	(6)		880		106,688
James J. Lindemann		23,750		56,808	(6)		880		81,438
Randall L. Schilling		25,500		―			780		26,280
Andrew J. Signorelli		35,500		56,808	(6)		880		93,188
Franklin D. Wicks, Jr.		32,500		―			780		33,280

(1)	Compensation for Mr. Brunngraber is set forth in the Executive Officers – Summary Compensation Table section of the proxy statement, and related tables. Because Mr. Brunngraber is an executive officer of the Company, he did not receive any additional compensation for his services as director.

(2)	The following table sets forth information on outstanding options held by Mr. Collett on December 31, 2010, including the number of shares underlying both exercisable and unexercisable portions of each stock option as well as the exercise price and the expiration date of each outstanding option:

Name

Securities Underlying

Unexercised Options

Exercisable (#)

Securities Underlying

Unexercised Options

Unexercisable (#)

Option

Exercise Price

($)

Option Expiration

Date

Lawrence A. Collett

4,217

(a)

―

12.23

1/3/2011

3,458

(a)

576

(a)

14.75

1/3/2012

8,231

(a)

5,488

(a)

20.67

1/2/2013

19,966

(b)

9,984

(b)

28.41

1/22/2018

(a)

Represents stock option grants issued pursuant to the terms of the Company’s 1995 Performance-Based Stock Option Plan during Mr. Collett’s tenure as a Company employee. The vesting date for option awards is equivalent to the option expiration date, which is the first business day of the seventh calendar year following the grant date of the option award. The vesting date can be accelerated based on the Company’s attainment of certain financial operating performance criteria.

(b)

Represents stock appreciation rights (SARs) issued pursuant to the terms of the Company’s 2007 Omnibus Incentive Stock Plan during Mr. Collett’s tenure as a Company employee. SARs are subject to a three-year vesting schedule, with 1/3 of the shares vesting each year on the anniversary of the grant date of the awards. SARs become exercisable upon vesting and expire on the tenth anniversary of the grant date.

(3)

Represents fees paid during 2010 for services including Board Meeting and Board Committee Meeting attendance, as well as retainers for Board membership and Board Committee chair positions. Amounts include the following fees for service on the Executive Loan Committee of Cass Commercial Bank, the Company's bank subsidiary: Mr. Collett, $11,000; Mr. Ebel, $11,500; Mr. Grace, $11,000; and Mr. Signorelli (chairman), $10,000. The Executive Loan Committee held 24 meetings during 2010. Attendance fees are $500 per meeting.

(4)

These amounts represent the aggregate grant date fair value of restricted stock awards for fiscal year ended December 31, 2010, computed in accordance with FASB ASC Topic 718. These amounts do not represent the actual amounts paid to or realized by the directors during fiscal year 2010. The value as of the grant date for restricted stock is recognized over the number of days of service required for the grant to become vested. See Note 11 to the Company's fiscal year 2010 financial statements in the Company's Annual Report on Form 10-K for a complete description of the material assumptions applied in determining grant date fair value. The aggregate number of shares of restricted stock awards issued under the Company’s 1995 Restricted Stock Bonus Plan and 2007 Omnibus Incentive Stock Plan and outstanding at December 31, 2010 for each director was as follows:

Name	Shares
K. Dane Brooksher		600
Bryan S. Chapell		600
Lawrence A. Collett		4,489
Robert A. Ebel		1,200
Benjamin F. Edwards, IV		600
John L. Gillis, Jr.		1,200
Wayne J. Grace		1,800
James J. Lindemann		1,800
Randall L. Schilling		1,200
Andrew J. Signorelli		1,800
Franklin D. Wicks, Jr.		1,200

(5)	Represents the full grant date fair value of 300 shares of restricted stock awarded on April 20, 2010 under the Company’s 2007 Omnibus Incentive Stock Plan. Shares are subject to a one-year vesting period.

(6)	Represents the full grant date fair value of 1,800 shares of restricted stock awarded on April 20, 2010 under the Company’s 2007 Omnibus Incentive Stock Plan. Shares are subject to a three-year vesting period.

(7)	Represents dividends paid on restricted stock awards for all directors other than Mr. Collett. For Mr. Collett, represents payments made pursuant to a consulting agreement between Mr. Collett and the Company ($178,574) and dividend payments on restricted stock awards ($2,394).

Report of the Audit Committee

The Audit Committee assists the Board in providing oversight of the systems and procedures relating to the integrity of the Company’s financial statements, the Company’s financial reporting process, its systems of internal accounting and financial controls, the internal audit process, risk management, the annual independent audit process of the Company’s annual financial statements, the Company’s compliance with legal and regulatory requirements and the qualification and independence of the Company’s independent registered public accounting firm. The Audit Committee reviews with management the Company’s major financial risk exposures and the steps management has taken to monitor, mitigate, and control such exposures. Management has the responsibility for the implementation of these activities. In fulfilling its oversight responsibilities, the Committee reviewed and discussed with management the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010, including a discussion of the quality and the acceptability of the Company’s financial reporting and controls.

The Company’s independent registered public accounting firm is responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles and on the effectiveness of the Company’s internal control over financial reporting. The Committee reviewed with the independent registered public accounting firm the firm’s judgments as to the quality and the acceptability of the Company’s financial reporting and such other matters as are required to be discussed with the Committee under auditing standards of the Public Company Accounting Oversight Board (PCAOB) (United States), including the matters required to be discussed by PCAOB Interim Auditing Standard AU Section 380, Communication with Audit Committees . In addition, the Committee has discussed with the independent registered public accounting firm the firm’s independence from management and the Company, including the impact of non-audit-related services provided to the Company and the matters in the independent registered public accounting firm’s written disclosures required by Rule 3526 of the Public Company Accounting Oversight Board (United States), as may be modified or supplemented.

The Committee also discussed with the Company’s internal auditors and the independent registered public accounting firm in advance the overall scope and plans for their respective audits. The Committee meets regularly with the internal auditor and the independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

In reliance on the reviews and discussions referred to above, the Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 for filing with the Securities and Exchange Commission.

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

PROPOSAL 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

KPMG LLP has served as the Company’s independent registered public accounting firm since 1983, and for the year ended December 31, 2010. The Audit Committee of the Board has selected KPMG LLP to serve as such firm for 2011. A representative of KPMG LLP is expected to be present at the Annual Meeting, will have an opportunity to make a statement and will be available to respond to appropriate questions of shareholders.

Fees Incurred For Services Performed by the Independent Registered Public Accountants

For the years ended December 31, 2010 and 2009, the Company incurred the following fees for services performed by KPMG LLP:

	2010		2009
Audit Fees (1)	$	255,000	$	285,000
Audit-related Fees (2)		―		8,750
Tax Fees (3)		100,000		79,452
All Other Fees		―		―
Total	$	355,000	$	373,202

(1)	Represents fees for the quarterly review of financial statements and annual audit of the Company’s consolidated financial statements and internal controls over financial reporting. All such fees were pre-approved by the Audit Committee.

(2)	Represents fees for review of 2009 SEC comment letter. Such fees were pre-approved by the Audit Committee.

(3)	Represents fees for tax compliance and preparation services, all of which were pre-approved by the Audit Committee.

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

The Company’s Board recommends a vote FOR the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2011.

PROPOSAL 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Board is committed to excellence in governance and recognizes that executive compensation is an important matter for our shareholders. The core of the Company’s executive compensation philosophy and practice continues to be to pay for performance. The Company’s executive officers are compensated in a manner consistent with the Company’s strategy, competitive practice, sound corporate governance principles, and shareholder interests and concerns. The Company believes its compensation program is strongly aligned with the long-term interests of shareholders, as exhibited in the Compensation Discussion and Analysis section of this proxy statement, which provides additional details on executive compensation, compensation philosophy and objectives, and the 2010 compensation of the named executive officers. Shareholders are asked to vote on the following resolution:

“RESOLVED, that the shareholders approve the compensation paid to the Company’s named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis, compensation tables and any related material.”

The above-referenced disclosures are included in this proxy statement under the Executive Compensation and Related Information section.

The Board urges shareholders to endorse the compensation program for our executive officers by voting FOR the above resolution. As discussed in the Compensation Discussion and Analysis contained in this proxy statement, the Compensation Committee of the Board believes that the Company’s executive compensation is reasonable and appropriate, is justified by the performance of the Company, and is the result of a carefully considered approach.

As an advisory vote, this proposal is non-binding and will not overrule any decision by the Board or require the Board to take any action. However, the Board and the Compensation Committee value the opinions of our shareholders, and will consider the outcome of the vote when making future compensation decisions for the named executive officers.

The Company’s Board recommends a vote FOR the Company’s executive compensation program as described in the Compensation Discussion and Analysis, the compensation tables and otherwise in this proxy statement.

PROPOSAL 4

ADVISORY VOTE ON FREQUENCY OF

EXECUTIVE COMPENSATION ADVISORY VOTES

The Board asks that shareholders vote on the frequency of holding advisory votes on the Company’s executive compensation program. Shareholders have the option of selecting a frequency of one year, two years, three years or abstaining.

The Board has concluded that providing shareholders with an advisory vote on executive compensation every three years will enhance shareholder communication by providing another avenue to obtain information on investor sentiment about the Company’s executive compensation philosophy, policies, and procedures. The Board has adopted an advisory vote every three years (a “triennial” vote), and believes it will be the most effective means for conducting and responding to a say-on-pay vote. Further, the Board believes this approach would align more closely with the multi-year performance measurement cycle the Company uses to reward long-term performance, as discussed in the Compensation Discussion and Analysis contained herein.

As an advisory vote, this proposal is non-binding and will not overrule any decision by the Board or require the Board to take any action. However, the Board and the Compensation Committee value the opinions of our shareholders, and will consider the outcome of the vote when making future decisions for the frequency in which shareholders may vote on executive compensation.

The Company’s Board recommends a vote for EVERY THREE YEARS as the frequency for the Company’s executive compensation advisory vote.

EXECUTIVE COMPENSATION AND RELATED INFORMATION

Compensation Discussion and Analysis

Overview of Compensation Philosophy and Objectives

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

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

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

In order to assure that executive compensation is both competitive and appropriate, the Compensation Committee reviews executive compensation in its entirety before determining any adjustments to specific compensation components. In this process, the Compensation Committee primarily considers the value of cash and incentive stock compensation. Benefits, such as perquisites, and the calculated values of any retirement benefits provided under the Company’s defined benefit, defined contribution and supplemental retirement plans are also considered, though these elements are given less weight. Gains from prior incentive stock awards are also given less weight, as these were awards earned and granted based on prior performance.

The Compensation Committee also periodically reviews external market data on executive compensation in order to obtain a general understanding of current compensation practices. Prior to review and adjustment of executive management compensation for 2010, the Committee retained Towers Perrin to gather relevant marketplace data on total compensation for similar executive positions. This size-adjusted data consisted of annual salary, short-term incentives, long-term incentives and pay mix. Data was obtained from the following sources:

Watson Wyatt’s 2009/2010 Survey Report on Top Management and Towers Perrin’s 2009 U.S. Benchmarking Database, focusing on:

The professional and business services industry, comprised of companies with business to business service models, such as information/records management, payment processing and transactions, and other data services; and

The financial services sector.

Total compensation data from other publicly traded companies in the Company’s industry and sector.

In reviewing external data, the Company does not engage in benchmarking to establish compensation levels or make specific compensation decisions. This is due to the Company’s unique structure, needs, differences in the size of surveyed companies, and the lack of sufficient appropriate matches to provide statistical relevance. Instead, the Company reviews survey data only to gain a better understanding of general compensation practices. In establishing executive compensation, the Committee takes into account a number of considerations, including individual performance, experience, responsibilities, retention and internal equity. Periodic review of external market data is, however, considered to be a necessary point of reference. It is the Company’s preference that performance rather than benchmarking data drive executive compensation. Towers Perrin’s overall conclusion confirmed the Committee’s belief that 2010 compensation levels were appropriate for the Company.

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

Elements of Compensation

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

Base Salary

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

The Company believes that base salary increases for 2010 were reflective of the performance of individuals and individual operating units, sustained corporate earnings, overall corporate growth over the past several years and competitive forces projected by the external market. Base salary levels were adjusted, effective April 2010, for the following named executives: Mr. Brunngraber, $402,500, up from $380,000; Mr. Appelbaum, $230,500, up from $226,000; Mr. Langfitt, $199,000, up from $189,000; Mr. Mathias $236,000, up from $226,000; Mr. Murray, unchanged from $243,000; and, Mr. Pickering, $197,000, up from $194,000.

Profit Sharing Bonus

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

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

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

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

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

Bonuses earned in the first and second halves of 2010 were paid in August 2010 and February 2011, respectively, and were made in accordance with the Company’s profit sharing plan. The CEO bonus calculations were based on the return on average equity achieved by the Company during the respective six-month periods (i.e., 14.66% and 14.70%). Bonus calculations for other named executive officers were based on a 27.23% increase in net income after taxes for the first half of 2010 over the first half of 2009 and a 24.76% increase in net income after taxes in the second half of 2010 over the second half of 2009. Bonuses paid to the CEO and other named executive officers are shown in the Summary Compensation Table included herein.

Long-Term Incentive Stock Compensation

Long-term incentive stock compensation (LTIC) is awarded to members of the Company's management team in leadership positions, including all named executive officers as identified in the Executive Officers section included herein, in accordance with the Company’s 2007 Omnibus Incentive Stock Plan. The objectives of this plan are to provide an incentive which aligns executive officers’ interests with those of shareholders, assist in recruiting, encourage retention, and reward executive officers for the Company’s success.

Availability of LTIC is tied to the Company's overall performance over a three-year period. Annual awards are granted each January and are based on the performance of the three prior calendar years. In determining the amount of awards, the Company uses a framework that places equal emphasis on risk and return by balancing growth with profitability. To achieve this goal the Company uses the following financial factors with respective weightings: (i) return on equity weighted 50%; (ii) increase in diluted earnings per share weighted 25%; and (iii) increase in processing fee revenues weighted 25%. Long-term incentive stock grants for the three-year performance period ended December 31, 2010 were calculated based on achievement of the following annual targets:

	LTIC Earned Percentage
	60%			100%			125%
Factor	Threshold			Target			Maximum
ROE		12	%		16	%		20	%
EPS growth		6	%		9	%		12	%
Processing Fee Growth		8	%		10	%		12	%

The LTIC earned percentage for each factor is calculated annually based on the targets achieved and prorated when actual performance falls between the percentage ranges. An average of each factor is calculated for the three-year performance period and totaled after applying the appropriate factor weights to determine the total potential earned percentage for the current performance period. For awards granted in January 2011 the three-year performance period ended December 31, 2010, and the total LTIC earned percentage was calculated as follows:

	2008 Actuals*			Earned %			2009 Actuals*			Earned %			2010 Actuals*			Earned %			3 Year Average Earned %			Weights			LTIC Earned %

ROE		18.24	%		114	%		13.71	%		77	%		14.74	%		87	%		93	%		50	%		47	%

EPS growth		6.84	%		71	%		-14.78	%		0	%		24.28	%		125	%		65	%		25	%		16	%

Processing Fee growth		11.13	%		114	%		-4.05	%		0	%		11.40	%		118	%		77	%		25	%		19	%

																										82	%

*For a more detailed discussion on the actual results of the financial factors, refer to the Company’s Annual Report on Form 10-K for the respective fiscal years ended December 31.

Target grant amounts are set as a percentage of annual salary and vary by executive based on their level of responsibility. If the target thresholds are met for all three factors the plan provides for a grant amount for the CEO between 60% and 125% of total salary, for each COO between 45% and 94% of total salary and other executive officers between 36% and 75% of total salary. If only one or two factor thresholds are met the LTIC earned percentage would fall below these ranges. The actual amount of the grant depends on the LTIC earned percentage but can include other subjective factors.

For long-term incentive stock compensation awarded in January 2010 and January 2011, the Company selected a mix of 50% restricted stock awards and 50% SARs to reinforce its long-term objectives. The SARs encourage and reward growth in the share price over time, and the restricted stock serves as a retention incentive as well as rewarding the appreciation of share price. The grant date of the awards was the Board approval date. Restricted stock awards were valued at that day's closing stock price as reported on Nasdaq and the SARs were valued at the equivalent Black Scholes value. Restricted stock awards are for common stock shares carrying voting and dividend rights, and are subject to a three-year vesting schedule with 1/3 of the shares vesting each year on the anniversary date of the awards. Dividends are paid quarterly prior to vesting. SARs are for common stock shares, are subject to a three-year vesting schedule with 1/3 of the shares vesting each year on the anniversary date of the grant, become exercisable upon vesting and expire 10 years from the original grant date. In the event of disability or death of the participant, or a change in control of the Company, restricted stock awards vest and SARs become fully exercisable.

The awards granted in January 2011 and based on the three-year performance period ended December 31, 2010 (2011 Grants) were up significantly from those granted in January 2010 and based on the three-year performance period ended December 31, 2009 (2010 Grants) due to the fact that the Company’s performance improved significantly in 2010 from 2009. Despite the difficult economic environment during the past three years, the Company significantly outperformed its processing peer group, the financial sector, and the broader market. This is especially evident in the financial services industry where many competitors are still struggling to remain viable or are producing dismal financial returns. In turn, the 2010 Grants were down significantly from the prior year due to the fact that Company earnings were depressed in 2009 due mainly to the slowdown in economic activity in the transportation sector. The restricted stock and SARs award values presented in the Summary Compensation – Executive Offices table reflect the 2010 Grants. The restricted stock and SARs awards presented in the Post-Fiscal Year Compensation Actions sections reflect the 2011 Grants.

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

Presently, long-term incentive stock awards outstanding consist of stock options, restricted stock bonus awards, and SARs issued pursuant to the Company's 2007 Omnibus Incentive Stock Plan or the predecessor plans: the 1995 Restricted Stock Bonus Plan and the 1995 Performance-Based Restricted Stock Option Plan. To date, the number of outstanding long-term incentive stock awards held by the Company's executive officers is relatively modest; therefore, the Compensation Committee has not considered the overall amount of such awards as a significant factor in determining additional grants or awards. In accordance with the Company’s stock ownership guidelines, Executive Officers are expected to retain a majority of the shares granted to them prior to their retirement.

As part of the Company’s Clawback Policy, in the event the Company materially restates its financial results, including any performance standards, the Compensation Committee has the right to rescind, revoke, adjust or otherwise modify any awards, granted under the 2007 Omnibus Incentive Plan, that would have been lesser if calculated based on the restated results. The rescission, revocation, adjustment or modification of awards is at the sole discretion of the Compensation Committee and will be made consistently for all recipients in the plan for the restatement year, whether or not the recipient participated in conduct which led to the restatement.

The Company does not allow the grant of option awards to be timed with the release of material non-public information such that it would have an effect on the exercise price that would benefit the executive. The grant date for long-term incentive stock awards is the date independent Board members approve such awards and generally occurs at the January Board meeting. The exercise price of options cannot be less than fair market value as of the date the option is granted. Incentive stock awards are not re-priced, in accordance with the Company's long-standing practice.

401(k) Defined Contribution Plan

All employees of the Company and its subsidiaries, other than those classified as off-site employees, are eligible to participate in the Cass Information Systems, Inc. 401(k) Plan. Eligible employees may enter the plan at the first of the month following one month of service. Employees may voluntarily defer the maximum level allowed by the Internal Revenue Service (IRS), which was $16,500 for 2010, plus an additional $5,500 catch-up contribution for employees age 50 or older. The Company matches 50% of the first 3% of employee contributions, subject to IRS limitations. All employee contributions vest immediately. Company contributions are subject to a three-year vesting period.

Defined Benefit Retirement Plans

Retirement Plan for Employees of Cass Information Systems, Inc.

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

(i) .9% of Final Average Earnings multiplied by the number of years of service, plus

(ii) .5% of Final Average Earnings in excess of Covered Compensation multiplied by years of service.

Final Average Earnings is the average annual total compensation for the five consecutive years of highest earnings during the last ten years of employment. Covered Compensation is the average of the maximum social security taxable wage bases in effect for each calendar year during the 35-year period, ending with the year in which retirement age is attained under the Social Security Act. Earnings covered by the plan equal W-2 earnings, including any amounts deferred under the Company’s 401(k) plan and section 125 plan, up to the maximum IRS limit ($245,000 in 2010). Service for benefit accrual purposes is the period beginning on the date of participation in the plan and ending on the severance date.

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

Supplementary Executive Retirement Program

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

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

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

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

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

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

Perquisites and Other Benefits

The Company provides executive officers with perquisites that the Compensation Committee believes are reasonable and competitive based on the Compensation Committee’s knowledge of other companies with which the Company competes for talent. For 2010, these perquisites included an automobile allowance and, where deemed appropriate, a country club membership allowance. Historically, the Company has not benchmarked or set targets for this compensation component. The perquisites’ value to the executive, as well as the incremental cost to the Company, is considered when establishing compensation levels; however, the value of this component of compensation is modest and has not been given significant weight by the Compensation Committee when establishing overall levels of executive compensation. Executive officers are eligible to receive the same health, dental, disability and life insurance benefits as are available to all other full-time employees of the Company and its subsidiaries.

Post-Employment Payments

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

Federal Income Tax Deductibility Limitations

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

The Compensation Committee also considers the potential impact of Section 162(m) of the Internal Revenue Code. Section 162(m) disallows a tax deduction for any publicly held corporation for individual compensation exceeding $1 million in any taxable year for the CEO and the other senior executive officers, other than compensation that is performance-based under a plan that is approved by the shareholders of the Company and that meets certain other technical requirements. Based on these requirements, the Compensation Committee has determined that for 2010 Section 162(m) will not prevent the Company from receiving a tax deduction for any of the compensation paid to executive officers.

Post-Fiscal Year Compensation Actions

Executive Compensation Comparative Data

In 2010, the Compensation Committee performed a review of executive compensation. As part of the review process, the Compensation Committee retained Pay Governance to provide comparative data on cash and total executive compensation. Business segment data was provided for the (i) Business and Professional Services and (ii) Financial Services. Consistent with prior years and the Company’s intent not to engage in benchmarking, the Compensation Committee did not rely solely on comparative data, but did consider such elements when exercising its own judgment in determining 2011 compensation.

Base Salary

Base salary increases for 2011 were approved in January based on the factors discussed herein, including overall performance of individuals, individual operating units, corporate earnings, and overall corporate growth over the past several years. Such base salary increases will become effective in March 2011 and were approved for the following: Mr. Brunngraber, $402,500 to $430,000; Mr. Appelbaum, $230,500 to $236,000; Mr. Langfitt, $199,000 to $205,000; Mr. Mathias, $236,000 to $246,000; Mr. Murray, $243,000 to $247,500 and, Mr. Pickering, $197,000 to $201,000.

Long-Term Incentives

Long-term incentive stock compensation awards made in January 2011 were granted in accordance with the 2007 Omnibus Incentive Stock Plan and were comprised of 50% restricted stock awards and 50% SARs. The grant date of the awards was the Board approval date. Restricted stock awards were valued at that day’s closing stock price as reported on Nasdaq and the SARs were valued at the equivalent Black Scholes value. The awards granted and detailed below were based on the three-year performance period ended December 31, 2010 as previously described under Elements of Compensation. The restricted stock awards shown here have also been included in the beneficial ownership numbers reported in the Principal Shareholders table included herein.

Name	Restricted Stock Bonus Awards		Stock Appreciation Rights
Eric H. Brunngraber		4,558		16,583
P. Stephen Appelbaum		1,566		5,698
Gary B. Langfitt		1,690		6,149
Robert J. Mathias		2,004		7,292
Harry M. Murray		1,651		6,007
John F. Pickering		1,673		6,087

Report of the Compensation Committee

In the performance of its oversight function for the year ended December 31, 2010, the Compensation Committee reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based upon such review and discussions, the Compensation Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

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

Summary Compensation - Executive Officers

Following are the names, ages and positions of the Company’s executive officers who served during fiscal year ended December 31, 2010 (the named executive officers), followed by information on compensation received or earned during this period.

Eric H. Brunngraber, 54, is President and CEO of the Company. Additional information on Mr. Brunngraber can be found in the section Election of Directors contained herein.

P. Stephen Appelbaum, 53, has been CFO and Secretary since 2006. Prior to joining the Company, he was a Senior Vice President at US Bank (St. Louis, Missouri), where he spent 16 years holding various positions in the areas of accounting, financial reporting, risk management, and merger and acquisition integration. Before his tenure with US Bank, he was with KPMG LLP for 10 years. Mr. Appelbaum is a Certified Public Accountant.

Gary B. Langfitt, 55, has served as COO – Utility Information Services since 2003. Prior to that, he was Vice President, Sales and Marketing – Utility Information Services since joining the Company in 1999.

Robert J. Mathias, 58, became President of Cass Commercial Bank, subsidiary of the Company, in February 2008. Prior to joining Cass, he served as Senior Banker of the St. Louis loan production office of LaSalle Bank from February 2000 to February 2008. Mr. Mathias has been affiliated with several major financial institutions in the St. Louis metropolitan area since 1974.

Harry M. Murray, 57, has served as Executive Vice President since 2003. He has held various positions with the Company since his initial employment in 1982, including Executive Vice President – Operations from 1995 to 2000 and COO - Utility Information Services from 2000 to 2003.

John F. Pickering, 59, has served as COO – Transportation Information Services since 2001. He has held various positions with the Company since 1977, including President - Transportation Information Services from 1998 to 2001.

Name and Principal Position	Year	Salary ($)(1)		Bonus ($)		Stock Awards ($)(2)		Option Awards ($)(2)		Change in Pension Value ($)(3)		All Other Compensation ($)(4)		Total ($)

Eric H. Brunngraber	2010		396,875		183,700		49,010		49,002		394,265		36,582		1,109,434
President, CEO	2009		372,500		139,700		170,185		170,190		366,224		46,778		1,265,577
	2008		319,615		202,000		129,436		129,438		139,466		32,819		952,774

P. Stephen Appelbaum	2010		229,375		82,000		17,493		17,483		36,936		16.177		399,463
CFO, Secretary	2009		224,250		40,000		63,884		63,891		12,450		21,002		425,477
	2008		218,231		53,000		59,803		59,808		12,576		15,033		418,451

Gary B. Langfitt	2010		196,500		74,557		18,277		18,276		78,913		16,171		402,694
COO, Utility	2009		186,750		51,068		65,636		65,646		43,953		20,390		433,443
Information Services	2008		178,558		83,099		58,468		58,461		19,381		14,415		412,382

Robert J. Mathias (5)	2010		233,500		104,500		21,866		21,861		39,721		30,798		452,246
President,	2009		224,500		54,000		80,222		80,234		12,773		31,538		483,267
Cass Commercial Bank	2008		―		―		―		―		―		―		―

Harry M. Murray	2010		243,000		83,500		18,790		18,805		168,256		16,536		548,887
Executive Vice President	2009		241,000		48,000		77,130		77,134		186,259		24,154		653,677
	2008		234,038		89,000		79,718		79,721		122,638		14,723		619,838

John F. Pickering	2010		196,250		87,000		18,760		18,760		139,665		16,272		476,707
COO, Transportation	2009		192,250		30,000		68,187		68,194		108,478		24,528		491,637
Information Services	2008		186,327		57,500		63,780		63,770		76,893		14,547		462,817

Note: The table above includes (i) the dollar value of base salary and bonus earned; (ii) the aggregate grant date fair value of restricted stock and option awards; (iii) the change in pension value and nonqualified deferred earnings; (iv) all other compensation; and (v) the dollar value of total compensation for each respective fiscal year.

(1)	Base salary amounts earned in fiscal years 2010, 2009 and 2008, respectively.

(2)

These amounts represent the aggregate grant date fair value of restricted stock and option awards granted during the fiscal years ended December 31, 2010, 2009 and 2008, respectively, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. These amounts do not represent the actual amounts paid to or realized by the named executive officer for these awards during fiscal years 2010, 2009 and 2008. The value as of the grant date for stock options and restricted stock is recognized over the number of days of service required for the grant to become vested. See Note 11 to the Company's fiscal year 2010 financial statements in the Company's Annual Report on Form 10-K for the year ending December 31, 2010 for a complete description of the material assumptions applied in determining grant date fair value.

(3)

Represents the aggregate change in actuarial present value of accumulated benefits under the Company’s defined benefit pension plan and SERP based on a five-year average of current pay. See Note 10 to the Company's fiscal year 2010 financial statements in the Company's Annual Report on Form 10-K for the year ending December 31, 2010 for a complete description of the material assumptions applied in quantifying the present value of accumulated benefits.

(4)

Consists of the Company’s incremental cost on perquisite benefits, dividends paid on restricted stock awards, the Company’s matching contributions paid to the Company’s 401(k) Plan on behalf of each executive, and the imputed value of group term life premiums paid on behalf of each executive. Perquisite benefits provided in 2010 consist of an allowance for personal automobile usage ($15,000, Mr. Brunngraber; $10,000, all other named executive officers) and country club membership ($12,730, Mr. Brunngraber and $14,800, Mr. Mathias).

(5)	Compensation only presented for the years in which the individual was a named executive officer of the Company.

Grants of Plan-Based Awards

The following table sets forth information regarding all equity based incentive plan awards that were made to the named executive officers during 2010. Disclosure is provided on a separate line for each grant or award made during the year. The information supplements the values of stock and option awards presented in the Summary Compensation table above.

		Estimated Future Payouts Under Equity Incentive Plan Awards							Exercise or Base		Grant Date Fair Value
Name	Grant Date	Threshold (#)		Target (#)			Max (#)		Price of Option Awards ($/Sh)		of Stock and Option Awards ($)

Eric H. Brunngraber	01/26/2010		0		1,625	(1)		0		―		49,010
	01/26/2010		0		5,373	(2)		0		30.16		49,002
P. Stephen Appelbaum	01/26/2010		0		580	(1)		0		―		17,493
	01/26/2010		0		1,917	(2)		0		30.16		17,483
Gary B. Langfitt	01/26/2010		0		606	(1)		0		―		18,277
	01/26/2010		0		2,004	(2)		0		30.16		18,276
Robert J. Mathias	01/26/2010		0		725	(1)		0		―		21,866
	01/26/2010		0		2,397	(2)		0		30.16		21,861
Harry M. Murray	01/26/2010		0		623	(1)		0		―		18,790
	01/26/2010		0		2,062	(2)		0		30.16		18,805
John F. Pickering	01/26/2010		0		622	(1)		0		―		18,760
	01/26/2010		0		2,057	(2)		0		30.16		18,760

(1)

Represents restricted stock bonus awards issued pursuant to the terms of the Company’s 2007 Omnibus Stock Incentive Plan. Restricted stock awards are subject to a three-year vesting schedule, with 1/3 of the shares vesting each year on the anniversary of the grant date of the awards. Dividends are paid quarterly prior to vesting. The 2010 awards were based on criteria further described in the Compensation Discussion and Analysis section contained herein.

(2)

Represents SARs issued pursuant to the terms of the Company’s 2007 Omnibus Stock Incentive Plan. SAR awards are subject to a three-year vesting schedule, with 1/3 of the shares vesting each year on the anniversary of the grant date of the awards. SARs become exercisable upon vesting and expire on the tenth anniversary of the grant date. The 2010 awards were based on criteria further described in the Compensation Discussion and Analysis section contained herein.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information on outstanding option and stock awards held by the named executive officers on December 31, 2010, including the number of shares underlying both exercisable and unexercisable portions of each stock option as well as the exercise price and the expiration date of each outstanding option, and the market value of stock awards.

	Option Awards									Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)(3)		Market Value of Shares or Units of Stock That Have Not Vested ($)(4)

Eric H. Brunngraber		1,980	(1)		220	(1)		14.75	1/3/2012		7,547		286,333
		3,255	(1)		2,170	(1)		20.67	1/2/2013
		11,280	(2)		5,640	(2)		28.41	1/22/2018
		9,150	(2)		18,300	(2)		25.77	1/20/2019
		―			5,373	(2)		30.16	1/26/2020

P. Stephen Appelbaum		5,212	(2)		2,606	(2)		28.41	1/22/2018		2,935		111,354
		3,435	(2)		6,870	(2)		25.77	1/20/2019
		―			1,917	(2)		30.16	1/26/2020

Gary B. Langfitt		250	(1)		83	(1)		14.44	1/3/2012		2,990		113,441
		680	(1)		453	(1)		20.67	1/2/2013
		5,094	(2)		2,548	(2)		28.41	1/22/2018
		3,529	(2)		7,059	(2)		25.77	1/20/2019
		―			2,004	(2)		30.16	1/26/2020

Robert J. Mathias		4,313	(2)		8,628	(2)		25.77	1/20/2019		2,801		106,270
		―			2,397	(2)		30.16	1/26/2020

Harry M. Murray		―			125	(1)		14.44	1/3/2012		3,555		134,877
		―			680	(1)		20.67	1/2/2013
		6,947	(2)		3,474	(2)		28.41	1/22/2018
		4,147	(2)		8,294	(2)		25.77	1/20/2019
		―			2,062	(2)		30.16	1/26/2020

John F. Pickering		640	(1)		106	(1)		14.44	1/3/2012		3,135		118,942
		427	(1)		570	(1)		20.67	1/2/2013
		5,557	(2)		2,779	(2)		28.41	1/22/2018
		3,666	(2)		7,333	(2)		25.77	1/20/2019
		―			2,057	(2)		30.16	1/26/2020

(1)

Represents stock option grants issued pursuant to the terms of the Company’s 1995 Performance-Based Stock Option Plan. The vesting date for option awards is equivalent to the option expiration date, which is the first business day of the seventh calendar year following the grant date of the option award. The vesting date can be accelerated based on the Company’s attainment of certain financial operating performance criteria.

(2)

(3)

Represents restricted stock bonus awards issued pursuant to the Company’s 1995 Restricted Stock Bonus Plan and 2007 Omnibus Stock Incentive Plan. The shares are subject to a three-year vesting schedule, with 1/3 of the shares vesting each year on the anniversary of the grant date of the awards. The vesting dates for such shares are as follows:

Name	Vesting Date	Number of Shares
Eric H. Brunngraber	1/20/2011		2,201
	1/22/2011		1,519
	1/26/2011		541
	1/20/2012		2,202
	1/26/2012		542
	1/26/2013		542

P. Stephen Appelbaum	1/20/2011		826
	1/22/2011		702
	1/26/2011		193
	1/20/2012		827
	1/26/2012		193
	1/26/2013		194

Gary B. Langfitt	1/20/2011		849
	1/22/2011		686
	1/26/2011		202
	1/20/2012		849
	1/26/2012		202
	1/26/2013		202

Robert J. Mathias	1/20/2011		1,038
	1/26/2011		241
	1/20/2012		1,038
	1/26/2012		242
	1/26/2013		242

Harry M. Murray	1/20/2011		998
	1/22/2011		936
	1/26/2011		207
	1/20/2012		998
	1/26/2012		208
	1/26/2013		208

John F. Pickering	1/20/2011		882
	1/22/2011		749
	1/26/2011		207
	1/20/2012		882
	1/26/2012		207
	1/26/2013		208

(4)	Value based on $37.94 per share, which was the closing market price of the Company's common stock reported on Nasdaq on December 31, 2010.

Options Exercised and Stock Vested

The following table sets forth the exercise of options (including stock options and stock appreciation rights) and vesting of restricted stock during 2010 for the named executive officers.

	Option Awards				Stock Awards
Name	Number of Securities Underlying Options/SARs Exercised (#)(1)		Value Realized on Exercise ($)(2)		Number of Shares Acquired on Vesting (#)(1)		Value Realized on Vesting ($)(3)
Eric H. Brunngraber		2,183		57,227		6,021		183,375
P. Stephen Appelbaum		―		―		2,270		69,189
Gary B. Langfitt		84		2,001		2,555		77,776
Robert J. Mathias		―		―		1,037		31,908
Harry M. Murray		8,758		111,638		3,394		103,239
John F. Pickering		809		18,573		2,809		85,471

(1)	Represents gross amount of shares exercised or vested, without netting any shares surrendered to pay exercise price or taxes.

(2)

For stock options, “Value Realized” is calculated using the difference between the average of the high and low price of the Company’s common stock, as reported on The Nasdaq Stock Market, on the exercise date and the exercise price of the options exercised. For SARs, “Value Realized” is calculated using the closing price of the Company’s common stock, as reported on The Nasdaq Stock Market, on the exercise date.

(3)	Value is determined by applying the market value of the stock on the vesting date to the number of shares vested.

Pension Benefits

The following table sets forth for fiscal year ended December 31, 2010 the actuarial present value of each named executive officer’s accumulated benefit under defined benefit plans of the Company, the number of years of credited service under each plan, and the amount of pension benefits paid to each named executive officer.

Name (1)	Plan Name	Number of Years of Credited Service (#)		Present Value of Accumulated Benefit ($)(2)		Payments During Last Fiscal Year ($)

Eric H. Brunngraber	Retirement Plan for Employees of Cass Information Systems, Inc.		30.08		507,710		0

	Cass Information Systems SERP		30.08		920,466		0

P. Stephen Appelbaum	Retirement Plan for Employees of Cass Information Systems, Inc.		3.50		56,682		0

	Cass Information Systems SERP		3.50		10,840		0

Gary B. Langfitt	Retirement Plan for Employees of Cass Information Systems, Inc.		10.50		187,957		0

	Cass Information Systems SERP		10.50		41,759		0

Robert J. Mathias	Retirement Plan for Employees of Cass Information Systems, Inc.		1.50		31,611		0

	Cass Information Systems SERP		1.50		20,883		0

Harry M. Murray	Retirement Plan for Employees of Cass Information Systems, Inc.		27.08		580,772		0

	Cass Information Systems SERP		27.08		411,249		0

John F. Pickering	Retirement Plan for Employees of Cass Information Systems, Inc.		32.08		774,470		0

	Cass Information Systems SERP		32.08		0		0

(1)	Messrs. Murray and Pickering were eligible for early retirement benefits under the Company’s defined benefit pension plan and SERP as of December 31, 2010.

(2)

Represents the actuarial present value of accumulated benefit under the Company’s defined benefit pension plan based on a five-year average of current pay. See Note 10 to the Company's fiscal year 2010 financial statements in the Company's Annual Report on Form 10-K for complete description of the material assumptions applied in quantifying the present value of accumulated benefits.

All named executive officers were participants in the Retirement Plan for Employees of Cass Information Systems, Inc. and the Cass Information Systems, Inc. SERP at December 31, 2010. Details of the plans are further defined in the Compensation Discussion and Analysis contained herein.

OWNERSHIP OF SECURITIES

The following table contains information with respect to beneficial ownership of the Company's outstanding common stock as of March 4, 2011, by: (i) each person known to the Company to be the beneficial owner of more than 5% of common stock, (ii) each director and nominee for director, (iii) each executive officer, and (iv) directors and executive officers as a group. The address of each director and executive officer is c/o Cass Information Systems, Inc., 13001 Hollenberg Drive, Bridgeton, Missouri 63044. Unless otherwise indicated, the named person has sole voting and investment rights with respect to such shares. The percent of common stock owned by each person or group has been determined based on a total of 9,407,294 shares outstanding as of March 4, 2011.

Name of Beneficial Owner (and address for Beneficial Owners over 5%)	Amount of Shares Beneficially Owned (1)			Percent of Class
Jake Nania		986,405	(2)		10.49	%
1700 S. Ocean Blvd.
Lauderdale by the Sea, FL 33062

Riverbridge Partners LLC		637,819	(3)		6.78
801 Nicollet Mall, Suite 600
Minneapolis, MN 55402

Kayne Anderson Rudnick Investment Management, LLC		564,882	(4)		6.00
1800 Avenue of the Stars, 2nd Floor
Los Angeles, CA 90067

P. Stephen Appelbaum		27,585	(5)		*
K. Dane Brooksher		5,735	(6)		*
Eric H. Brunngraber		99,674	(7)		1.05
Bryan S. Chapell		5,590	(8)		*
Lawrence A. Collett		228,291	(9)		2.41
Robert A. Ebel		4,890	(10)		*
Benjamin F. Edwards, IV		7,891	(11)		*
John L. Gillis, Jr.		2,790	(12)		*
Wayne J. Grace		20,497	(13)		*
Gary B. Langfitt		30,042	(14)		*
James J. Lindemann		3,090	(15)		*
Robert J. Mathias		15,268	(16)		*
Harry M. Murray		46,800	(17)		*
John F. Pickering		55,707	(18)		*
Randall L. Schilling		1,800	(19)		*
Andrew J. Signorelli		208,534	(20)		2.22
Franklin D. Wicks, Jr.		3,540	(21)		*
All directors (including nominees) and all executive officers as a group (17 persons)		767,724	(22)		8.02	%

* Less than 1% of class.

(1)	Beneficially owned shares include common stock that directors and executive officers have the right to acquire within 60 days of March 4, 2011 pursuant to the exercise of stock options and stock appreciation rights.

(2)	Based on shareholder records obtained from BNY Mellon Shareowner Services and Broadridge on February 14, 2011.

(3)	Based on Schedule 13G/A filed with the SEC on February 4, 2011.

(4)	Based on Schedule 13G filed with the SEC on February 2, 2011.

(5)

Includes 9,478 shares held in trust of which Mr. Appelbaum has shared voting and investment rights. Includes 2,780 shares of restricted stock subject to forfeiture with respect to which Mr. Appelbaum has voting but no investment rights. Includes 15,327 shares which could be acquired within 60 days of March 4, 2011 pursuant to the exercise of stock appreciation rights.

(6)	Includes 5,135 shares held in trust of which Mr. Brooksher has shared voting and investment rights. Includes 600 shares of restricted stock subject to forfeiture with respect to which Mr. Brooksher has voting but no investment rights.

(7)

Includes 43,600 shares owned jointly with his spouse. Includes 7,844 shares of restricted stock subject to forfeiture with respect to which Mr. Brunngraber has voting but no investment rights. Includes 44,093 shares which could be acquired within 60 days of March 4, 2011 pursuant to the exercise of stock options and stock appreciation rights.

(8)	Includes 4,690 shares held in trust of which Mr. Chapell has shared voting and investment rights. Includes 600 shares of restricted stock subject to forfeiture with respect to which Mr. Chapell has voting but no investment rights.

(9)

Includes 104,393 shares held in trust of which Mr. Collett has voting and investment rights and 72,777 shares owned by Mr. Collett’s spouse. Includes 1,800 shares of restricted stock subject to forfeiture with respect to which Mr. Collett has voting but no investment rights. Includes 46,332 shares which could be acquired within 60 days of March 4, 2011 pursuant to the exercise of stock options and stock appreciation rights.

(10)	Includes 2,100 shares owned jointly with his spouse. Includes 1,200 shares of restricted stock subject to forfeiture with respect to which Mr. Ebel has voting but no investment rights.

(11)	Includes 7,130 shares held in trust of which Mr. Edwards has voting and investment rights and 161shares Mr. Edwards holds as custodian for his minor children. Includes 600 shares of restricted stock subject to forfeiture with respect to which Mr. Edwards has voting but no investment rights.

(12)	Includes 1,200 shares of restricted stock subject to forfeiture with respect to which Mr. Gillis has voting but no investment rights.

(13)	Includes 15,207 shares held in trust of which Mr. Grace has voting and investment rights. Includes 2,860 shares owned by Mr. Grace’s spouse. Also includes 1,800 shares of restricted stock subject to forfeiture with respect to which Mr. Grace has voting but no investment rights.

(14)	Includes 2,943 shares of restricted stock subject to forfeiture with respect to which Mr. Langfitt has voting but no investment rights and 16,551 shares which could be acquired within 60 days of March 4, 2011 pursuant to the exercise of stock options and stock appreciation rights.

(15)	Includes 1,800 shares of restricted stock subject to forfeiture with respect to which Mr. Lindemann has voting but no investment rights.

(16)	Includes 3,526 shares of restricted stock subject to forfeiture with respect to which Mr. Mathias has voting but no investment rights and 9,426 shares which could be acquired within 60 days of March 4, 2011 pursuant to the exercise of stock appreciation rights.

(17)

Includes 28,187 shares owned jointly with his spouse. Also includes 3,065 shares of restricted stock subject to forfeiture with respect to which Mr. Murray has voting but no investment rights and 11,782 shares which could be acquired within 60 days of March 4, 2011 pursuant to the exercise of stock options and stock appreciation rights.

(18)

Includes 33,335 shares held in trust of which Mr. Pickering has voting and investment rights. Also includes 2,970 shares of restricted stock subject to forfeiture with respect to which Mr. Pickering has voting but no investment rights and 17,740 shares which could be acquired within 60 days of March 4, 2011 pursuant to the exercise of stock options and stock appreciation rights.

(19)	Includes 1,200 shares of restricted stock subject to forfeiture with respect to which Mr. Schilling has voting but no investment rights.

(20)	Includes 78,132 shares held in trust of which Mr. Signorelli has shared voting and investment rights. Also includes 128,602 shares held through a limited liability company in which Mr. Signorelli has a direct interest

and 1,800 shares of restricted stock subject to forfeiture with respect to which Mr. Signorelli has voting but no investment rights.

(21)	Includes 1,200 shares of restricted stock subject to forfeiture with respect to which Mr. Wicks has voting but no investment rights.

(22)	Includes 161,251 shares which could be acquired within 60 days of March 4, 2011 pursuant to the exercise of stock options and stock appreciation rights.

Section 16(a) Beneficial Ownership Reporting Compliance

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

Based on a review solely of copies of such forms received and written representation from certain reporting persons, the Company believes that all Section 16(a) filing requirements applicable to 2010 for executive officers, directors, and greater than 10% beneficial owners were complied with in a timely manner except as follows: A Form 4 was filed, but not filed within the required two business day period for (i) one transaction each for Messrs. Brooksher, Collett, Chapell, Edwards, and Lindemann and (ii) two transactions for Mr. Grace and Mr. Signorelli.

Certain Relationships and Related Party Transactions

Some of the directors and executive officers of the Company, and members of their immediate families and firms and corporations with which they are associated, have had transactions with the Company’s subsidiary bank, including borrowings and investments in depository accounts. All such loans and investments have been made in the ordinary course of business, and on substantially the same terms, including interest rates charged or paid and collateral required, as those prevailing at the same time for comparable transactions with unaffiliated persons, and did not involve more than the normal risk of collectability or present other unfavorable features.

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

SHAREHOLDER PROPOSALS FOR THE 2012 ANNUAL MEETING

In order for a shareholder to bring any business before a meeting of shareholders, the shareholder must have given timely notice thereof in writing to the Company’s Secretary and comply with the other notice requirements set forth in the Company’s bylaws. To be timely, a shareholder’s notice must be delivered to or mailed and received at the Company’s principal executive offices not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s Annual Meeting. For the 2012 Annual Meeting, shareholders must submit proposals no earlier than January 19, 2012 and no later than February 17, 2012.

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

a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting the business at the Annual Meeting,

the name and address, as they appear on the Company’s books, of the proposing shareholder,

the class and number of shares which are beneficially owned by the shareholder, and

any material interest of the shareholder in such business.

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

OTHER MATTERS and HOUSEHOLDING

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

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

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

Charles F. Knight Executive Education Center

Olin School of Business at Washington University in St. Louis

Knight Center Reception Desk (314) 933-9400 local (866) 933-9400 toll free

From I-70 (or Lambert International Airport)

Go south on I-170 to the Forest Park Parkway exit.

Go east on Forest Park Parkway through Clayton, past Big Bend Boulevard to Throop Drive (1st stoplight after Big Bend).

Turn right (south) onto Throop Drive.

The Charles F. Knight Center is located across from the parking garage on the south side of Throop Drive.

Please park in the parking garage and proceed into the main entrance of the Charles F. Knight Center to Room 220.

From I-64 (Hwy 40), heading west (from downtown St. Louis)

Veer onto the Forest Park Parkway/Market Street exit and continue to Throop Drive.

Turn left (south) onto Throop Drive.

The Charles F. Knight Center is located across from the parking garage on the south side of Throop Drive.

Please park in the parking garage and proceed into the main entrance of the Charles F. Knight Center to Room 220.

From I-64 (Hwy 40), heading east (from west county)

Go north on I-170 to the Forest Park Parkway exit.

Go east on Forest Park Parkway through Clayton, past Big Bend Boulevard to Throop Drive (1st stoplight after Big Bend).

Turn right (south) onto Throop Drive.

The Charles F. Knight Center is located across from the parking garage on the south side of Throop Drive.

Please park in the parking garage and proceed into the main entrance of the Charles F. Knight Center to Room 220.

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

We encourage you to take advantage of Internet or telephone voting.

Both are available 24 hours a day, 7 days a week.

Internet and telephone voting is available through 11:59 PM Eastern Time the day prior to the annual meeting date.

	CASS INFORMATION SYSTEMS, INC.			INTERNET http://www.proxyvoting.com/cass Use the Internet to vote your proxy. Have your proxy card in hand when you access the web site.
				OR
				TELEPHONE 1-866-540-5760 Use any touch-tone telephone to vote your proxy. Have your proxy card in hand when you call.

				If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.

				To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.

				Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

91351

▼ FOLD AND DETACH HERE ▼

THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” ALL NOMINEES FOR ELECTION AS DIRECTOR, “FOR” PROPOSALS 2 AND 4, AND “3 YEARS” FOR PROPOSAL 3.

Please mark your votes as indicated in this example

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

FOR THE FOLLOWING NOMINEES:

ELECTION OF DIRECTORS

FOR

WITHHOLD

*EXCEPTIONS

Nominees:

ALL

FOR ALL

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

THE FOLLOWING:

FOR

AGAINST

ABSTAIN

For a non-binding advisory vote on executive compensation:

K. Dane Brooksher

Eric H. Brunngraber

Bryan S. Chapell

Benjamin F. Edwards, IV

THE BOARD OF DIRECTORS RECOMMENDS A VOTE

FOR 3 YEARS:

1 YEAR

2 YEARS

3 YEARS

ABSTAIN

(INSTRUCTIONS: To withhold authority to vote for any individual

nominee, mark the “Exceptions” box above and write that nominee’s

name in the space provided below.)

For a non-binding advisory vote on the frequency of

executive compensation advisory votes:

*Exceptions

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR

THE FOLLOWING:

FOR

AGAINST

ABSTAIN

For the proposal to ratify the selection of KPMG LLP to serve as the

Company’s independent registered public accounting firm for 2011:

Mark Here for

Address Change

or Comments

SEE REVERSE

NOTE: Please sign as name appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such.

Signature

Date

ADMISSION TICKET

CASS INFORMATION SYSTEMS, INC.

2011 Annual Meeting of Shareholders

Monday, April 18, 2011

11:00 A.M. Local Time

The Charles F. Knight Executive Education Center

Olin School of Business at Washington University

One Brookings Drive

St. Louis, Missouri 63130

For your reference, a map is provided inside the back cover of the Proxy Statement.

Choose MLinkSM for fast, easy and secure 24/7 online access to your future proxy materials, investment plan statements, tax documents and more. Simply log on to Investor ServiceDirect® at www.bnymellon.com/shareowner/equityaccess where step-by-step instructions will prompt you through enrollment.

Important notice regarding the Internet availability of proxy materials for the Annual Meeting of shareholders. The Proxy Statement and the 2010 Annual Report to Shareholders are available at: http://www.cassinfo.com.

▼ FOLD AND DETACH HERE ▼

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY

CASS INFORMATION SYSTEMS, INC.

The undersigned hereby appoints Eric H. Brunngraber and P. Stephen Appelbaum, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of Cass Information Systems, Inc. Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Shareholders of the Company to be held April 18, 2011 or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Meeting.

Address Change/Comments (Mark the corresponding box on the reverse side)



	BNY MELLON SHAREOWNER SERVICES
	P.O. BOX 3550
	SOUTH HACKENSACK, NJ 07606-9250

(Continued and to be marked, dated and signed, on the other side)

91351