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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 COMMISSION FILE NO. 0-2989
COMMERCE BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Missouri 43-0889454
(State of Incorporation) (IRS Employer Identification No.)
1000 Walnut, Kansas City, MO 64106
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (816) 234-2000
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
$5 PAR VALUE COMMON STOCK
-------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
---- ----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K ((S)229.405 of this chapter) is not contained herein,
and will not be contained, to the best of Registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.
----
As of February 18, 1997, the aggregate market value of the voting stock held
by non-affiliates of the Registrant was approximately $1,589,000,000.
As of February 18, 1997, there were 37,009,571 shares of Registrant's $5 Par
Value Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
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The Annual Report to Shareholders for the fiscal year ended December 31, 1996
is incorporated in Part I, Part II, and Part IV of the Form 10-K.
Portions of the definitive proxy statement with respect to the annual meeting
of shareholders to be held on April 16, 1997, are incorporated in Part III.
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PART I
ITEM 1. BUSINESS
Commerce Bancshares, Inc. (the "Company"), a bank holding company as defined
in the Bank Holding Company Act of 1956, as amended, was incorporated under
the laws of Missouri on August 4, 1966. The Company presently owns or controls
substantially all of the outstanding capital stock of two national banking
associations located in Missouri, one national banking association located in
Illinois, two national banking associations in Kansas, and a credit card bank
which is located in Nebraska and is limited in its activities to the issuance
of credit cards. The Company also owns directly several non-banking
subsidiaries which are engaged in owning real estate and leasing the same to
the Company's banking subsidiaries, underwriting credit life and credit
accident and health insurance, selling property and casualty insurance (all
such insurance relating to extensions of credit made by the banking
subsidiaries), providing venture capital through both a small business
investment corporation as well as a venture capital limited partnership, (in
which the Company has a 50% interest and which is managed by the Company), and
mortgage banking. The Company also owns second tier holding companies which
are the direct owners of several of the above mentioned banks. The results of
operations of each of the non-banking subsidiaries of the Company are
insignificant and do not materially affect the results of operation of the
Company.
As reflected on pages 27 through 29 of the 1996 Annual Report to
Shareholders, the loan portfolio of the Company is well diversified. It does,
however, contain certain risks as discussed on page 30. The Company is
operating in a multi-state environment that consists of a profitable blend of
commercial, real estate, and consumer lending activities.
The Company is the third largest bank holding company in Missouri in terms
of deposit market share. The banking subsidiaries of the Company which are
located in Missouri regional markets (which comprise approximately 81% of the
banking assets of the Company) compete with approximately 500 Missouri banks
together with savings and loans and other financial institutions. The Illinois
and Kansas subsidiary banks encounter the same or similar competition in their
markets where over 900 Illinois banks and over 500 Kansas banks operate. In
addition, the three states are served by numerous savings associations, credit
unions, finance companies, and other financial intermediaries offering similar
products to the customer base.
Missouri, being centrally located in the United States, provides a natural
site for production and distribution facilities and also serves as a
transportation hub. The economy is well-diversified with many major industries
represented, such as automobile manufacturing, aircraft manufacturing, food
production and agricultural production together with related industries.
Missouri has a relatively balanced real estate market and the Missouri
unemployment rate is generally at or below the national average. There are no
significant economic problems in general for the communities served by the
Company. The adjacent states of Kansas and Illinois share many of the same
characteristics in the communities being served and their local economies are
generally stable and not abnormally weakened by the national economy.
In the banking industry, Missouri is unique with two Federal Reserve Banks,
located in St. Louis and Kansas City, which results in operating efficiencies
for the subsidiary banks and their customers. In addition, the banking
subsidiary in Illinois is a member of the Federal Reserve Bank of Chicago
which provides additional flexibility to the operations area.
The banking subsidiaries compete with other financial institutions engaged
in the business of making loans or accepting deposit accounts, such as savings
and loan associations, insurance companies, small loan companies, credit
unions, finance companies, and other banking intermediaries, some or all of
which may be located in the communities where the Company's banking
subsidiaries are located. Such competition is based primarily on rates and
quality of service provided.
The Company, as a bank holding company, is primarily regulated by the Board
of Governors of the Federal Reserve System. The subsidiary banks of the
Company are all national banking associations and as such are primarily
regulated by the Comptroller of the Currency.
2
During 1996, the Company merged several bank charters in an effort to
improve customer service and minimize operating overhead. Commerce Bank
(Bloomington, IL) was merged into Commerce Bank, N.A. (Peoria, IL). Commerce
Bank of Barry County, N.A., Commerce Bank of Joplin, N.A., Commerce Bank of
Lebanon, N.A., Commerce Bank of St. Joseph, N.A., Commerce Bank, N.A.
(Springfield, MO), Commerce Bank, N.A. (Columbia, MO) and Commerce Bank
(Lawrence, KS) were merged into Commerce Bank, N.A. (Kansas City, MO).
Commerce Bank, N.A. (Manhattan, KS) was also merged into Commerce Bank, N.A.
(Kansas City, MO). Commerce Bank, N.A. (Clayton, MO) was merged into Commerce
Bank of Hannibal, N.A. and the main location of the surviving bank was changed
to Clayton, MO. Additional mergers of banks owned by the Company are expected.
The Company and its subsidiaries employed 4,277 persons on a full-time basis
and 716 persons on a part-time basis at December 31, 1996.
The information required under the caption "Statistical Disclosure by Bank
Holding Companies" is included in the "Management's Discussion and Analysis of
Consolidated Financial Condition and Results of Operations" and the "Notes to
Financial Statements" sections of the 1996 Annual Report to Shareholders as
indicated below and is hereby incorporated by reference. The following
schedule reflects the page number of the Annual Report where the various
captioned information is shown.
ANNUAL REPORT
PAGE
-------------
I. Distribution of Assets, Liabilities and Stockholders'
Equity;
Interest Rates and Interest Differential 22, 36-39
II. Investment Portfolio 31, 46-47
III. Loan Portfolio
Types of Loans 27
Maturities and Sensitivities of Loans
to Changes in Interest Rates 27
Risk Elements 30
IV. Summary of Loan Loss Experience 23-25
V. Deposits 34, 36-37
VI. Return on Equity and Assets 20
VII. Short-Term Borrowings 47
3
ITEM 2. PROPERTIES
The larger banking subsidiaries maintain their main offices in various
buildings listed below. These are owned by the banking subsidiary or its
subsidiary. The banks lease unoccupied premises to the public. The buildings
are located in the downtown areas of the cities they serve.
% %
NET RENTABLE OCCUPIED OCCUPIED
BUILDING SQUARE FOOTAGE IN TOTAL BY BANK
- -------- -------------- -------- --------
922 Walnut
Kansas City, MO................................ 205,000 89% 54%
1000 Walnut
Kansas City, MO................................ 384,000 97 32
720 Main
Kansas City, MO................................ 180,000 100 85
8000 Forsyth
Clayton, MO.................................... 197,000 97 87
416 Main
Peoria, IL..................................... 224,000 87 32
150 N. Main
Wichita, KS.................................... 191,000 96 68
The main offices of the other subsidiary banks and branch locations are
owned by the respective bank with the exception of Commerce Bank of Omaha,
N.A., which leases its main office. Additionally, a number of branch locations
are located in leased premises, including retail, convenience and grocery
stores.
ITEM 3. LEGAL PROCEEDINGS
The information required by this item is set forth under the caption
"Commitments and Contingencies" on page 54 of the Annual Report to
Shareholders for the fiscal year ended December 31, 1996, and is hereby
incorporated be reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted during the fourth quarter of 1996 to a vote of
security holders through the solicitation of proxies or otherwise.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following are the executive officers of the Company, each of whom is
elected annually, and there are no arrangements or understandings between any
of the persons so named and any other person pursuant to which such person was
elected as an executive officer.
NAME AND AGE POSITIONS WITH REGISTRANT
Jeffery D. Aberdeen, 43 Controller of the Company since December,
1995. Assistant Controller of the Company and
Controller of Commerce Bank, N.A. (Kansas
City, MO), a subsidiary of the Company, prior
thereto.
Andrew F. Anderson, 45 Chairman of the Board, President and Chief
Executive Officer of Commerce Bank, N.A.
(Peoria, IL), a subsidiary of the Company,
since August, 1995. President and Chief
Executive Officer of The Peoples Bank of
Bloomington, IL prior thereto.
4
NAME AND AGE POSITIONS WITH REGISTRANT
John O. Brown, 63 Vice Chairman of the Company and Commerce
Bank, N.A. (Kansas City, MO) since February,
1995. Chairman of the Board of Commerce Bank,
N.A. (Kansas City, MO) prior thereto.
Kenneth L. Carter, 54 Executive Vice President of Commerce Bank,
N.A. (Kansas City, MO) since July, 1996.
President and Chief Executive Officer of
Commerce Bank, N.A. (Springfield, MO), a
former subsidiary of the Company, prior
thereto.
A. Bayard Clark, 51 Chief Financial Officer, Executive Vice
President and Treasurer of the Company since
December, 1995. Executive Vice President of
the Company prior thereto.
David W. Kemper, 46 Chairman of the Board of Directors of the
Company since November, 1991, Chief Executive
Officer of the Company since June, 1986, and
President of the Company since April, 1982.
Chairman of the Board and Chief Executive
Officer of Commerce Bank, N.A. (Clayton, MO),
a subsidiary of the Company, since January,
1985. He is the son of James M. Kemper, Jr.
(a Director and former Chairman of the Board
of the Company) and the brother of Jonathan
M. Kemper, Vice Chairman of the Company.
Jonathan M. Kemper, 43 Vice Chairman of the Company since November,
1991. Chairman of the Board and Chief
Executive Officer since February, 1995 and
President since July, 1996 of Commerce Bank,
N.A. (Kansas City, MO). President and Chief
Executive Officer of Commerce Bank, N.A.
(Kansas City, MO) prior thereto. He is the
son of James M. Kemper, Jr. (a Director and
former Chairman of the Board of the Company)
and the brother of David W. Kemper, Chairman,
President, and Chief Executive Officer of the
Company.
Charles G. Kim, 36 Executive Vice President of the Company since
April, 1995. Prior thereto, he was Senior
Vice President of Commerce Bank, N.A.
(Clayton, MO) from April, 1993. Vice
President of Commerce Bank, N.A. (Clayton,
MO) prior thereto.
David D. Kling, 50 Executive Vice President of the Company since
October, 1989.
Seth M. Leadbeater, 46 President of Commerce Bank, N.A. (Clayton,
MO) since October, 1992. Prior thereto, he
was Executive Vice President of Commerce
Bank, N.A. (Clayton, MO) from April, 1991.
Executive Vice President of Commerce Bank,
N.A. (Kansas City, MO) prior thereto.
Peter F. Mackie, 56 Vice President of the Company and Executive
Vice President of Commerce Bank, N.A.
(Clayton, MO).
Robert C. Matthews, Jr., 49 Executive Vice President of the Company since
December, 1989.
Michael J. Petrie, 40 Senior Vice President of the Company since
April, 1995. Prior thereto, he was Vice
President of the Company from April, 1993.
Prior thereto, he was Vice President of
Commerce Bank, N.A. (Kansas City, MO).
William A. Sullins, Jr., 58 Vice Chairman of the Company since August,
1992. Vice Chairman of Commerce Bank, N.A.
(Clayton, MO) prior thereto.
5
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER
MATTERS
The information required by this item is set forth on page 19 of the Annual
Report to Shareholders for the fiscal year ended December 31, 1996, and is
hereby incorporated by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is set forth on page 20 of the Annual
Report to Shareholders for the fiscal year ended December 31, 1996, and is
hereby incorporated by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information required by this item is set forth on pages 20 through 39 of
the Annual Report to Shareholders for the fiscal year ended December 31, 1996,
and is hereby incorporated by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is set forth on pages 40 through 58 of
the Annual Report to Shareholders for the fiscal year ended December 31, 1996,
and is hereby incorporated by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 401 and 405 of Regulation S-K regarding
executive officers is included in Part I--Item 4 of this Form 10-K under the
caption "Executive Officers of the Registrant" and the caption "Election of
Directors" in the definitive proxy statement, which is incorporated herein by
reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 402 of Regulation S-K regarding executive
compensation is included under the captions "Executive Compensation",
"Retirement Benefits", "Compensation Committee Report on Executive
Compensation", and "Compensation Committee Interlocks and Insider
Participation" in the definitive proxy statement, which is incorporated herein
by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 403 of Regulation S-K is covered under the
caption "Voting Securities and Ownership Thereof by Certain Beneficial Owners
and Management" in the definitive proxy statement, which is incorporated herein
by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 404 of Regulation S-K is covered under the
caption "Election of Directors" in the definitive proxy statement, which is
incorporated herein by reference.
6
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this report:
(1) Financial Statements--The Consolidated Balance Sheets, Consolidated
Statements of Income, Consolidated Statements of Cash Flows, Statements of
Stockholders' Equity, Notes to Financial Statements and Summary of
Quarterly Statements of Income
(2) Financial Statement Schedules--All schedules are omitted as such
information is inapplicable or is included in the financial statements.
(3) Exhibits:
3--Articles of Incorporation and By-Laws:
(a) Restated Articles of Incorporation, as amended, were filed in
quarterly report on Form 10-Q dated August 9, 1996, and the same are
hereby incorporated by reference.
(b) Restated By-Laws were filed in quarterly report on Form 10-Q dated
August 9, 1996, and the same are hereby incorporated by reference.
4--Instruments defining the rights of security holders, including
indentures:
(a) Pursuant to paragraph 4(iii) of Item 601 Regulation S-K, Registrant
will furnish to the Commission upon request copies of long-term debt
instruments.
(b) Shareholder Rights Plan contained in an Amended and Restated Rights
Agreement was filed on Form 8-A12G/A dated June 7, 1996, and the same
is hereby incorporated by reference.
(c) Form of Rights Certificate and Election to Exercise was filed on Form
8-A12G/A dated June 7, 1996, and the same is hereby incorporated by
reference.
(d) Form of Certificate of Designation of Preferred Stock was filed on
Form 8-A12G/A dated June 7, 1996, and the same is hereby incorporated
by reference.
10--Material Contracts:
(a) Commerce Bancshares, Inc. Executive Incentive Compensation Plan
amended and restated as of October 4, 1996 was filed in quarterly
report on Form 10-Q dated November 8, 1996, and the same is hereby
incorporated by reference.
(b) Commerce Bancshares, Inc. Incentive Stock Option Plan amended and
restated as of October 4, 1996 was filed in quarterly report on Form
10-Q dated November 8, 1996, and the same is hereby incorporated by
reference.
(c) Commerce Bancshares, Inc. 1987 Non-Qualified Stock Option Plan amended
and restated as of October 4, 1996 was filed in quarterly report on
Form 10-Q dated November 8, 1996, and the same is hereby incorporated
by reference.
(d) Commerce Bancshares, Inc. Stock Purchase Plan for Non-Employee
Directors amended and restated as of October 4, 1996 was filed in
quarterly report on Form 10-Q dated November 8, 1996, and the same is
hereby incorporated by reference.
(e) Copy of Security Agreement with respect to Directors and Officers
Liability was filed in quarterly report on Form 10-Q dated July 30,
1986, and the same is hereby incorporated by reference.
(f) Copy of Supplemental Retirement Income Plan established by Commerce
Bancshares, Inc. for James M. Kemper, Jr. was filed in annual report
on Form 10-K dated March 6, 1992, and the same is hereby incorporated
by reference.
(g) Copy of Agreement between Commerce Bancshares, Inc. and James M.
Kemper, Jr. relating to the provision of consulting and other services
by James M. Kemper, Jr. for Commerce Bancshares, Inc. was filed in
annual report on Form 10-K dated March 6, 1992, and the same is hereby
incorporated by reference. The Agreement terminated on September 30,
1996.
7
(h) Commerce Bancshares, Inc. 1996 Incentive Stock Option Plan amended and
restated as of October 4, 1996 was filed in quarterly report on Form
10-Q dated November 8, 1996, and the same is hereby incorporated by
reference.
(i) Commerce Executive Retirement Plan was filed in annual report on Form
10-K dated March 8, 1996, and the same is hereby incorporated by
reference.
(j) Commerce Bancshares, Inc. Restricted Stock Plan amended and restated
as of October 4, 1996 was filed in quarterly report on Form 10-Q dated
November 8, 1996, and the same is hereby incorporated by reference.
(k) Form of Severance Agreement between Commerce Bancshares, Inc. and
certain of its executive officers entered into as of October 4, 1996
was filed in quarterly report on Form 10-Q dated November 8, 1996, and
the same is hereby incorporated by reference.
13--Annual Report to Security Holders
21--Subsidiaries of the Registrant
23--Independent Accountants' Consent
24--Powers of Attorney (in the following form):
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned do hereby appoint J.
Daniel Stinnett and Jeffery D. Aberdeen, or either of them, attorney for
the undersigned to sign the Annual Report on Form 10-K of Commerce
Bancshares, Inc., for the fiscal year ended December 31, 1996, together
with any and all amendments which might be required from time to time with
respect thereto, to be filed with the Securities and Exchange Commission
under the Securities Exchange Act of 1934, with respect to Commerce
Bancshares, Inc., with full power and authority in either of said attorneys
to do and perform in the name of and on behalf of the undersigned every act
whatsoever necessary or desirable to be done in the premises as fully and
to all intents and purposes as the undersigned might or could do in person.
IN WITNESS WHEREOF, the undersigned have executed these presents this 7th
day of February, 1997.
Signed by the following directors:
Messrs. Giorgio Balzer; Fred L. Brown; James B. Hebenstreit; David W.
Kemper; James M. Kemper, Jr.; Terry O. Meek; and Robert H. West.
IN WITNESS WHEREOF, the undersigned has executed these presents this 11th
day of February, 1997.
Signed by the following director:
Mr. Jonathan M. Kemper.
27--Financial Data Schedule (filed only with electronic transmission)
(b) Reports on Form 8-K:
No report on Form 8-K was filed during the last quarter of 1996.
8
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized this 11th day of
March, 1997.
COMMERCE BANCSHARES, INC.
By: /s/J. Daniel Stinnett
----------------------------
J. Daniel Stinnett
Vice President and Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the 11th day of March, 1997.
/s/Jeffery D. Aberdeen
----------------------------
Jeffery D. Aberdeen
Controller
(Chief Accounting Officer)
/s/A. Bayard Clark
----------------------------
A. Bayard Clark
Chief Financial Officer
David W. Kemper )
(Chief Executive Officer) )
Giorgio Balzer )
Fred L. Brown )
James B. Hebenstreit ) A majority of the
James M. Kemper, Jr. ) Board of Directors*
Jonathan M. Kemper )
Terry O. Meek )
Robert H. West )
- --------
*David W. Kemper, Director and Chief Executive Officer, and the other
Directors of Registrant listed, executed a power of attorney authorizing J.
Daniel Stinnett, their attorney-in-fact, to sign this report on their behalf.
/s/J. Daniel Stinnett
--------------------------------
J. Daniel Stinnett, Attorney-in-
Fact
9
INDEX TO EXHIBITS
3 - Articles of Incorporation and By-Laws
(a) Restated Articles of Incorporation, as amended, were filed in
quarterly report on Form 10-Q dated August 9, 1996, and the same
are hereby incorporated by reference.
(b) Restated By-Laws were filed in quarterly report on Form 10-Q dated
August 9, 1996, and the same are hereby incorporated by reference.
4 - Instruments defining the rights of security holders, including indentures
(a) Pursuant to paragraph 4(iii) of Item 601 Regulation S-K, Registrant
will furnish to the Commission upon request copies of long-term
debt instruments.
(b) Shareholder Rights Plan contained in an Amended and Restated Rights
Agreement was filed on Form 8-A12G/A dated June 7, 1996, and the
same in hereby incorporated by reference.
(c) Form of Rights Certificate and Election to Exercise was filed on
Form 8-A12G/A dated June 7, 1996, and the same is hereby
incorporated by reference.
(d) Form of Certificate of Designation of Preferred Stock was filed on
Form 8-A12G/A dated June 7, 1996, and the same is hereby
incorporated by reference.
10 - Material Contracts
(a) Commerce Bancshares, Inc. Executive Incentive Compensation Plan
amended and restated as of October 4, 1996 was filed in quarterly
report on Form 10-Q dated November 8, 1996, and the same is hereby
incorporated by reference.
(b) Commerce Bancshares, Inc. Incentive Stock Option Plan amended and
restated as of October 4, 1996 was filed in quarterly report on
Form 10-Q dated November 8, 1996, and the same is hereby
incorporated by reference.
(c) Commerce Bancshares, Inc. 1987 Non-Qualified Stock Option Plan
amended and restated as of October 4, 1996 was filed in quarterly
report on Form 10-Q dated November 8, 1996, and the same is hereby
incorporated by reference.
(d) Commerce Bancshares, Inc. Stock Purchase Plan for Non-Employee
Directors amended and restated as of October 4, 1996 was filed in
quarterly report on Form 10-Q dated Novebmer 8, 1996, and the
same is hereby incorporated by reference.
(e) Copy of Security Agreement with respect to Directors and Officers
Liability was filed in quarterly report on Form 10-Q dated July 30,
1986, and the same is hereby incorporated by reference.
(f) Copy of Supplemental Retirement Income Plan established by
Commerce Bancshares, Inc. for James M. Kemper, Jr. was filed in
annual report on Form 10-K dated March 6, 1992, and the same is
hereby incorporated by reference.
(g) Copy of Agreement between Commerce Bancshares, Inc. and James
M. Kemper, Jr. relating to the provision of consulting and other
services by James M. Kemper, Jr. for Commerce Bancshares, Inc. was
filed in annual report on Form 10-K dated March 6, 1992, and the
same is hereby incorporated by reference. The Agreement terminated
on September 30, 1996.
(h) Commerce Bancshares, Inc. 1996 Incentive Stock Option Plan amended
and restated as of October 4, 1996 was filed in quarterly report
on Form 10-Q dated November 8, 1996, and the same is hereby
incorporated by reference.
(i) Commerce Executive Retirement Plan was filed in annual report on
Form 10-K dated March 8, 1996, and the same is hereby incorporated
by reference.
(j) Commerce Bancshares, Inc. Restricted Stock Plan amended and
restated as of October 4, 1996 was filed in quarterly report on
Form 10-Q dated November 8, 1996, and the same is hereby
incorporated by reference.
(k) Form of Severance Agreement between Commerce Bancshares, Inc. and
certain of its executive officers entered into as of October 4,
1996 was filed in quarterly report on Form 10-Q dated November 8,
1996, and the same is hereby incorporated by reference.
13 - Annual Report to Security Holders
21 - Subsidiaries of the Registrant
23 - Independent Accountants' Consent
24 - Powers of Attorney
27 - Financial Data Schedule