CASS INFORMATION SYSTEMS, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON
APRIL 16, 2001

TO THE SHAREHOLDERS:

The Annual Meeting of Shareholders of Cass Information Systems, Inc.
will be held at the offices of Cass Information Systems, Inc. located at
13001 Hollenberg Drive, Bridgeton, Missouri on Monday, April 16, 2001,
at 11:00 a.m., for the following purposes:

1. To elect three Directors for three year terms and until the 2004
Annual Meeting.

2. Ratification of the selection of KPMG LLP as independent public
accountants for 2001.

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

The close of business on March 5, 2001 has been fixed as the record date
for determining shareholders entitled to notice of and to vote at the
Meeting.

By Order of the Board of Directors,

Eric H. Brunngraber
Secretary

March 19, 2001
Bridgeton, Missouri

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING.
WHETHER OR NOT YOU INTEND TO BE PRESENT, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY CARD IN THE STAMPED AND ADDRESSED ENVELOPE ENCLOSED
FOR YOUR CONVENIENCE. SHAREHOLDERS CAN HELP THE COMPANY AVOID UNNECESSARY
EXPENSE AND DELAY BY PROMPTLY RETURNING THE ENCLOSED PROXY CARD. THE
PRESENCE, IN PERSON OR BY PROPERLY EXECUTED PROXY, OF A MAJORITY OF THE
COMMON STOCK OUTSTANDING ON THE RECORD DATE IS NECESSARY TO CONSTITUTE
A QUORUM AT THE ANNUAL MEETING.

CASS INFORMATION SYSTEMS, INC.
13001 Hollenberg Drive
Bridgeton, Missouri 63044

PROXY STATEMENT

Annual Meeting of Shareholders
to be held April 16, 2001

This Proxy Statement is being furnished to the common shareholders of
Cass Information Systems, Inc. (the "Company") on or about March 19, 2001
in connection with the solicitation of proxies on behalf of the Board of
Directors of the Company for use at the annual meeting of shareholders (the
"Annual Meeting") to be held on April 16, 2001 at the time and place and for
the purposes set forth in the accompanying Notice of Annual Meeting, and at
any adjournment or postponement of that meeting.

Holders of shares of common stock, par value $.50 per share ("Shares"
or the "Common Stock"), of the Company at its close of business on March 5,
2001, (the "Record Date") are entitled to receive notice of and vote at the
Annual Meeting. On the Record Date, 3,282,449 shares of Common Stock were
outstanding. Holders of record of Common Stock (the "Shareholders") are
entitled to one vote per share of Common Stock they held of record on the
Record Date on each matter that may properly come before the Annual Meeting.

A plurality of the votes of Shareholders cast at the Annual Meeting is
required for the election of each director. Ratification of the selection
of independent accountants requires the affirmative vote of holders of a
majority of the shares of Common Stock voted. Abstentions and broker
non-votes are counted in the number of shares present in person or
represented by proxy for purposes of determining whether a quorum is present,
but not for purposes of election of directors or ratification of the
selection of independent accountants.

Management of the Company ("Management"), together with members of the
Board of Directors of the Company ("Board"), in the aggregate, directly or
indirectly controlled approximately 23.83% of the Common Stock outstanding on
the Record Date.

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

All Common Stock represented at the Annual Meeting by properly executed
proxies received prior to or at the Annual Meeting and not properly revoked
will be voted at the Annual Meeting in accordance with the instructions
indicated in such proxies. If no instructions are indicated, such proxies
will be voted FOR the election of the Board's director nominees and FOR the
--- ---
ratification of the selection of independent accountants. The Board of
Directors of the Company does not know of any matters, other than the matters
described in the Notice of Annual Meeting attached to this Proxy Statement,
which will come before the Annual Meeting.

Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked
by (i) filing with the Secretary of the Company, at or before the Annual
Meeting, a written notice of revocation bearing a date later than the date of
the proxy, (ii) duly executing and dating a subsequent proxy relating to the
Common Stock and delivering it to the Secretary of the Company at or before
the Annual Meeting, or (iii) attending the Annual Meeting and voting in
person (although attendance at the Annual Meeting will not in and of itself
constitute a revocation of a proxy). Any written notice revoking a proxy
should be sent to: Corporate Secretary, Cass Information Systems, Inc.,
13001 Hollenberg Drive, Bridgeton, Missouri 63044 (telephone number
(314) 506-5500).

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

The date of this Proxy Statement is March 19, 2001.

ELECTION OF DIRECTORS

Pursuant to the by-laws of the Company, the Company's Board of Directors
is divided into three classes of approximately equal numbers of directors.
Each of the 11 directors is elected for a three-year term, and the term of
each class of directors expires in a different year.

Directors who are not officers of the Company receive a $300 monthly
retainer fee, a $600 fee for attendance at each meeting of the Board and
a $400 fee for attendance at each meeting of a Committee of the Board.

The nominees for election to the Board of Directors are Mr. Collett,
Mr. Shepard and Mr. Signorelli, each of whom is a current director of the
Company. THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE
NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS.

The members of the Company's Board of Directors whose terms will continue
after the meeting, including the nominees for re-election to the Board, with
certain information about each of them, including their principal occupations
for the past five years, are listed below:

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

Robert J. Bodine Chairman, Bodine
Age: 76 Aluminum, Inc.
Director since 1966 (manufacturer)
Current term expires 2003

Bryan S. Chapell President, Covenant
Age: 46 Theological Seminary
Director since 1998
Current term expires 2002

Lawrence A. Collett Chairman of the Board of the Company &
Age: 58 subsidiaries since 1992;
Director since 1983 Chief Executive Officer of the Company &
Current term expires 2001 subsidiaries since 1990
Mr. Collett is a nominee for re-election
to the Board of Directors

Thomas J. Fucoloro Consultant
Age: 75
Director since 1986
Current term expires 2003

Harry J. Krieg Consultant to the Company;
Age: 76 Chairman of the Company & subsidiaries,
Chairman Emeritus, since 1992 1975 - 1992
Director since 1962
Current term expires 2003

Howard A. Kuehner Investor
Age: 85
Director since 1966
Current term expires 2003

Jake Nania Investor
Age: 76
Director since 1967
Current term expires 2002

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

Irving A. Shepard President, Venture
Age: 83 Consultants, Inc.
Director since 1970 (consulting company)
Current term expires 2001 Mr. Shepard is a nominee for re-election
to the Board of Directors

Andrew J. Signorelli Vice President, Andrews Educational
Age: 61 & Research Center; Founder,
Director since 1986 Hope Educational & Research Center
Current term expires 2001 Mr. Signorelli is a nominee for re-election
to the Board of Directors

John J. Vallina President of Cass Bank, since 1992
Age: 58
Director since 1992
Current term expires 2002

Bruce E. Woodruff Attorney; of counsel to Armstrong
Age: 70 Teasdale LLP
Director since 1995
Current term expires 2002

COMMITTEES

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

The Discount Committee, which met 24 times during 2000, examines and
approves loans and discounts and exercises the authorization of loans and
discounts.

The Audit and Compliance Committee, which met 4 times during 2000,
recommends to the Board independent auditors to perform audit and non-audit
services, reviews the scope and results of such services, reviews with
management and the independent auditors any recommendations of the auditors
regarding changes and improvements in the Company's accounting procedures and
controls and management's response thereto, and reports to the Board after
each Audit Committee meeting. In addition, the Committee meets with the
Company's Internal Auditors on a quarterly basis to review the scope and
results of such services.

The Compensation Committee, which met 2 times during 2000, reviews and
recommends to the Board the salaries and all other forms of compensation of
the officers of the Company and its subsidiaries.

During 2000, there were 13 meetings of the Board of Directors. Each
director attended at least 75% or more of the aggregate number of meetings
of the Board and committees on which he served.

EXECUTIVE OFFICERS

The executive officers of the Company, their ages and their positions
with the Company and subsidiaries are set forth below. All officers serve at
the pleasure of the Company's Board of Directors.

Name Age Positions
---- --- ---------

Lawrence A. Collett 58 Chairman and Chief Executive Officer of the
Company and subsidiaries; Director of the
Company and subsidiaries

Eric H. Brunngraber 43 Vice President-Secretary and Chief Financial
Officer of the Company and subsidiaries

William C. Bouchein 65 Vice President - Treasurer of the Company

EXECUTIVE COMPENSATION

The following table summarizes compensation earned or awarded for the
three years ended December 31, 2000 to each of the executive officers of
the Company.

Long Term Compensation
----------------------
Annual Compensation Restricted Securities
Name and ------------------- Stock Awards Underlying All Other
Principal Position Year Salary ($) Bonus ($) ($) (1) (2) Options (#) Compensation ($) (3)
- ------------------ ---- ---------- --------- ----------- ----------- --------------------

Lawrence A. Collett 2000 $291,000 $58,200 -- -- $3,840
Chairman and 1999 291,000 42,800 126,250 25,000 4,116
Chief Executive Officer 1998 266,000 64,400 -- -- 4,650
of the Company and
subsidiaries; Director of the
Company and subsidiaries

Eric H. Brunngraber 2000 $111,600 $27,500 -- -- $2,321
Vice President - Secretary 1999 106,600 21,500 -- 4,000 2,321
and Chief Financial Officer 1998 101,600 28,000 -- -- 2,537
of the Company and
subsidiaries

William C. Bouchein 2000 $134,500 $9,500 -- -- $5,999
Vice President - Treasurer 1999 132,500 13,500 -- 2,400 4,556
of the Company 1998 130,000 22,000 -- -- 5,910

<FN>
(1) Awards for restricted stock for performance in 1999 made to Mr. Collett
on January 19, 1999, pursuant to the terms of the Company's 1995
Restricted Stock Bonus Plan. The value of restricted stock was
calculated by multiplying the average of the high and low market price
of the Company's stock on the date of the award by the number of shares
awarded. 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,
beginning January 19, 2000. These restricted shares are entitled to
vote and to be paid normal cash dividends.

(2) At December 31, 2000 the unvested restricted stock holding of
Mr. Collett consisted of the 3,333 shares awarded on January 19, 1999,
with a value of $58,328 based on the market value of the Company's
shares at December 31, 2000.

(3) These amounts represent Company matching contributions paid on behalf
of the executive under the Company's 401(k) Plan (in 2000 contributions
were $2,550 for Mr. Collett, $2,041 for Mr. Brunngraber, and $2,189 for
Mr. Bouchein) and the imputed value of group term life premiums paid on
their behalves (in 2000 premiums were $1,290 for Mr. Collett, $274 for
Mr. Brunngraber and $3,810 for Mr. Bouchein).
</FN>

STOCK OPTION PLAN / STOCK BONUS PLAN

During May 1995, the Company's Board of Directors established the
1995 Performance-Based Stock Option Plan (the "Option Plan") and the 1995
Restricted Stock Bonus Plan (the "Bonus Plan"). These plans were adopted to
aid the Company in securing and retaining qualified personnel. The Option
Plan provides for the granting of options on up to 400,000 shares of the
Company's common stock. The following table summarizes stock options
outstanding as of December 31, 2000:

Weighted Average
Exercise Options Remaining
Price Outstanding Contractual Life
-------- ----------- ----------------
$10.32 80,070 3.02 years
20.36 6,000 3.76
23.00 3,500 5.00
24.63 2,000 5.00
25.25 61,350 5.00
25.45 8,500 3.70

Of these shares 57,337 were exercisable with a weighted average exercise
price of $11.11. These options vest over a period not to exceed seven years,
but the vesting period can be accelerated based on the Company's attainment
of certain financial operating performance criteria.

The Bonus Plan provides for the issuance of up to 100,000 shares of the
Company's common stock. As of December 31, 2000, an aggregate of 52,900
shares of the Company's common stock had been awarded. Interest in the
shares of common stock awarded under the Bonus Plan vest over a three-year
period. Common stock awarded under the Bonus Plan is accounted for through
the establishment of a contra shareholders' equity account. This contra
shareholders' equity account is amortized against income over the vesting
period of the stock awards.

OPTION GRANTS IN 2000

There were no options granted to the above named executive officers
in 2000.

OPTIONS EXERCISED IN 2000 AND YEAR-END OPTION VALUES

The following table summarizes options exercised during 2000, and the
values of options outstanding on December 31, 2000, for the executive
officers named above.

Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares Fiscal Year-End Fiscal Year-End
Acquired on Value Exercisable/ Exercisable/
Exercise (#) Realized ($) Unexercisable (#) Unexercisable ($)
------------ ------------ ----------------- -----------------

Mr. Collett -- -- 22,232 / 30,768 $159,626 / $41,414

Mr. Brunngraber -- -- 4,966 / 9,034 $29,682 / $13,398

Mr. Bouchein 2,064 $19,077 -- / 3,636 -- / $8,874

DEFINED BENEFIT RETIREMENT PLANS

RETIREMENT PLAN FOR EMPLOYEES OF CASS INFORMATION SYSTEMS, INC.

All officers of the Company and subsidiaries are participants in the
Retirement Plan for Employees of Cass Information Systems, Inc., which covers
all full-time employees. Upon retirement, participants in the plan will
begin to receive monthly payments equal to one-twelfth of the sum of:

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

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

Final Average Earnings is defined as the average annual total
compensation for the five consecutive years of highest earnings during the
last ten years of employment. Covered Compensation is the average of the
maximum social security taxable wage bases in effect for each calendar year
during the 35-year period ending with the year in which retirement age is
attained under the Social Security Act. Earnings covered by the Plan equal
total compensation as reported in the Summary Compensation Table, including
any amounts deferred under the Cass Information Systems, Inc. 401(k) Plan,
plus any non-cash compensation reported on Internal Revenue Service Form W-2.

Normal retirement under the Plan commences at age 65. At normal
retirement the years of participation under the Plan for the executive
officers listed in the Compensation Table would be as follows: Mr.
Collett-41; Mr. Brunngraber-41; Mr. Bouchein-13.

The following table shows the estimated annual benefits payable at
retirement under the Retirement Plan for Employees of Cass Information
Systems, Inc., assuming a straight-life annuity with 120 months guaranteed.

ESTIMATED ANNUAL RETIREMENT BENEFIT (1)(2)
-----------------------------------

Final Years of Service Credited at Retirement
Average ---------------------------------------
Earnings 10 15 20 25 30 35 40
- --------------------------------------------------------------------------------------------------

$ 125,000 $ 15,500 $ 23,300 $ 31,100 $ 38,900 $ 46,600 $ 54,400 $ 62,200

150,000 19,000 28,600 38,100 47,600 57,100 66,700 76,200

175,000 21,800 32,800 43,700 54,600 65,500 76,500 87,400

200,000 21,800 32,800 43,700 54,600 65,500 76,500 87,400

<FN>
(1) Estimated benefit calculation assumes retirement at age 65 in the year
2002 with no increase in the maximum social security taxable wage base
after 2000.

(2) Estimated benefits would be subject to Internal Revenue Service maximum
retirement limitations in effect at the retirement date. The maximum
compensation that may be recognized for determining benefits in 2000
is $170,000.
</FN>

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

In addition to the above defined benefit plan, in 1998 the Company
established the Cass Information Systems, Inc. Supplemental Retirement Plan,
which covers key executive officers of the Company. This supplemental plan
was designed to provide additional retirement benefits to key executives
whose benefits are limited by the Internal Revenue Service under the
Company's qualified plan.

Upon retirement, participants in the plan will receive monthly payments
equal to one twelfth of 70% of Final Average Earnings and reduced
proportionately for length of service less than 25 years and reduced by the
participant's:

(a) Qualified retirement plan benefit,

(b) Primary social security benefit, and

Final Average Earnings, normal retirement age and years of participation
at normal retirement are the same as under the Retirement Plan for Employees
of Cass Information Systems, Inc., except non-cash compensation is excluded
from Final Average Earnings.

The following table shows the estimated annual benefits payable at
retirement under the Supplemental Executive Retirement Plan, assuming a
straight-life annuity with 120 months guaranteed.

ESTIMATED ANNUAL RETIREMENT BENEFIT (1)
-----------------------------------

$ 125,000 $ -- $ 1,900 $ 11,600 $ 21,300 $ 13,600 $ 5,800 $ --

150,000 -- 5,100 16,600 28,100 18,600 9,000 --

175,000 200 10,600 24,200 37,800 26,900 15,900 5,000

200,000 7,200 21,100 38,200 55,300 44,400 33,400 22,500

300,000 35,200 63,100 94,200 125,300 114,400 103,400 92,500

400,000 63,200 105,100 150,200 195,300 184,400 173,400 162,500

<FN>
(1) Estimated benefit calculation assumes retirement at age 65 in the year 2002.
</FN>

DEFINED CONTRIBUTION SAVINGS PLAN

All full-time employees of the Company and subsidiaries are eligible to
participate in the Cass Information Systems, Inc. 401(k) Plan. Employees may
voluntarily defer up to 15% of pre-tax earnings subject to the IRS maximum
limitation, which was $10,500 for 2000. Voluntary deferrals contributed to
the 401(k) Plan by the Executive Officers are included in Annual Salary
Compensation in the Summary Compensation Table. The Company matches 50% of
the first 3% of employee contributions, subject to IRS limitations. Amounts
contributed to the Plan in 2000, for the benefit of the Executive Officers,
are included in Other Compensation in the Summary Compensation Table. Each
Executive Officer is fully vested in Company contributions.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board of Directors (the "Committee") is
composed of three independent directors, one of which serves as chairman of
the Committee. The Committee administers the Executive Compensation Program
of the Company and none of these members has been or is an employee of the
Company or of any of its subsidiaries. All material items relative to
Executive Compensation or any benefit compensation for the entire Company
must be analyzed, reviewed and approved by the Compensation Committee. While
the Committee may seek input occasionally from the Chief Executive Officer,
the Chief Financial Officer or the Director of Human Resources, all matters
are independently resolved and decided without the presence or voting of any
officer of the Company or its subsidiaries. The Compensation Committee of the
Board is also responsible for recommending salary levels for executive
officers to the Board of Directors of the Company and recommending the
overall levels of salary compensation for the entire corporation.

The Committee's philosophy with regard to executive compensation has been
to seek to provide programs which will allow the Company to acquire and
maintain competent executive officers and to attract and maintain other
management personnel with the capabilities and requirements determined
necessary to continue to lead the Company in meeting its objectives and in
furthering its growth and profitability. It is further the philosophy of the
Committee to constantly upgrade the caliber of performance of the Company's
staff and reward its people in accordance with the results that are
accomplished. The Committee believes that total compensation should be
related to profits and to the performance of the Company. For this reason, a
significant component of the compensation of the Company's executives is tied
to an incentive bonus plan that is directly related to the Company's pre-tax
earnings. Most of the executives received increases in 2000 bonuses due to
the improved level of profits achieved by the Company.

The Committee reviews the CEO's salary annually in December for the
following fiscal year. Bonuses are calculated in July and January, and
relate directly to the profit performance for the year. The CEO's bonus is
a percentage of total profit sharing allocations and fluctuates with the
Company's return on equity. The CEO's salary was not increased in 2000 as
a result of decreased profits in 1999. The increase in the CEO's bonus
for 2000 is directly related to improved profit performance in 2000.
A three-year stock grant was provided to the CEO in January 1999; no
additional stock compensation was provided in 2000.

The Committee generally seeks to maintain salaries at the mid-point
levels of competitive peer groups. Bonuses are available to all personnel in
the Company based upon the level of profits before taxes achieved by the
Company. These bonuses are distributed on the basis of merit. Performance
is measured on the basis of several factors deemed relevant to performance
and bonuses are distributed on the basis of these evaluations. The
determination of bonuses for the Company's executive officers is a subjective
process which utilizes no specific performance criteria, but which does
consider growth in the Company's profits, resources, and the quality of the
Company's operations, as well as adherence to regulatory requirements.

The Committee utilizes the services of Peter R. Johnson & Company of West
Chester, Pennsylvania in determining the levels of peer compensation within
its industry. Additionally, the Committee utilizes the services of Towers
Perrin for evaluation of the compensation of its top executive positions.
The Committee considers stock options and grants to be a significant
motivational tool for rewarding its executive officers and senior management.
Stock awards provided under the Company's stock option plan are granted
primarily on the basis of performance of the Company, performance of the
individual operating subsidiaries, the relationship of the Company's
performance to other companies in its peer group, and the recommendation of
the CEO. No new stock incentive programs were provided in 2000. The company
utilizes the services of Towers Perrin in determining appropriate stock
incentive and compensation and annually reviews information from other
compensation sources to obtain comparative compensation information for
similar companies and companies performing in industries similar to those of
its operating subsidiaries.

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

PERFORMANCE GRAPH

The following graph compares the percentage change in the Company's
cumulative total shareholder return on Common Stock as quoted on the Nasdaq
National Market System beginning with July 1, 1996, which was the initial
date the Company's shares were so quoted, with the cumulative total return,
including all dividends, of (i) the Nasdaq Stock Market Index for United
States companies, (ii) the Nasdaq Bank Stocks Index and (iii) the Nasdaq
Computer and Data Processing Stocks Index. The Nasdaq Computer and Data
Processing Stocks Index has been added to the graph to reflect a more
relevant peer group for the Company. Beginning in 2002, the Nasdaq Bank
Stocks Index will be omitted from the Company's performance graph
presentation and replaced with the Nasdaq Computer and Data Processing
Stocks Index.

COMPARISON OF CUMULATIVE TOTAL RETURNS
PERFORMANCE SINCE DATE FIRST QUOTED ON NASDAQ STOCK MARKET (7/1/1996)
CASS INFORMATION SYSTEMS, INC.

[GRAPH]

Nasdaq Computer
Cass Information Nasdaq Stock Nasdaq Bank and Data
Systems, Inc. Market (US) Stocks Processing Stocks Index Level

7/1/96 7/1/96 100.000 100.000 100.000 100.000 100.000
7/31/96 100.000 90.149 98.288 88.581 100.000
8/30/96 100.000 95.214 105.096 90.955 100.000
9/30/96 103.720 102.495 110.134 100.869 100.000
10/31/96 104.747 101.355 115.009 99.088 100.000
11/29/96 105.774 107.638 123.604 106.197 100.000
12/31/96 12/31/96 108.508 107.547 124.362 104.880 100.000
1/31/97 111.281 115.178 131.279 114.394 100.000
2/28/97 116.481 108.803 138.691 105.127 100.000
3/31/97 126.575 101.708 133.695 97.371 100.000
4/30/97 123.098 104.879 136.695 110.056 100.000
5/30/97 114.057 116.757 145.230 122.133 100.000
6/30/97 152.573 120.347 155.565 124.820 100.000
7/31/97 139.276 133.026 167.503 137.821 100.000
8/29/97 138.576 132.827 166.140 134.130 100.000
9/30/97 140.696 140.698 183.465 136.529 100.000
10/31/97 140.696 133.368 184.211 133.736 100.000
11/28/97 141.400 134.073 191.388 137.115 100.000
12/31/97 12/31/97 140.010 131.722 208.212 128.908 100.000
1/30/98 197.994 135.894 199.097 138.621 100.000
2/27/98 197.640 148.663 210.070 157.354 100.000
3/31/98 194.751 154.158 220.105 170.312 100.000
4/30/98 184.800 156.764 222.897 171.744 100.000
5/29/98 172.006 148.054 215.308 159.707 100.000
6/30/98 171.945 158.413 215.768 188.653 100.000
7/31/98 171.587 156.565 209.313 182.367 100.000
8/31/98 164.438 125.530 170.456 148.156 100.000
9/30/98 144.628 142.946 182.126 176.993 100.000
10/30/98 146.787 149.226 195.326 171.975 100.000
11/30/98 146.787 164.398 201.482 199.025 100.000
12/31/98 12/31/98 144.215 185.756 206.873 229.967 100.000
1/29/99 144.215 212.719 201.749 278.035 100.000
2/26/99 144.940 193.670 200.003 246.618 100.000
3/31/99 145.328 208.324 198.501 277.367 100.000
4/30/99 144.598 215.035 213.106 263.218 100.000
5/28/99 143.867 209.080 209.644 256.873 100.000
6/30/99 144.244 227.892 213.125 288.529 100.000
7/30/99 144.244 223.782 206.941 271.539 100.000
8/31/99 143.140 233.245 199.192 285.926 100.000
9/30/99 151.320 233.566 193.964 300.476 100.000
10/29/99 139.452 252.286 209.421 323.084 100.000
11/30/99 129.067 282.980 206.404 374.984 100.000
12/31/99 12/31/99 121.198 345.224 198.876 505.252 100.000
1/31/00 120.450 332.447 186.726 446.519 100.000
2/29/00 122.694 395.644 168.283 528.705 100.000
3/31/00 119.373 387.495 179.637 499.633 100.000
4/28/00 126.928 325.932 174.720 383.092 100.000
5/31/00 127.684 286.614 183.334 336.489 100.000
6/30/00 126.619 336.907 174.832 408.262 100.000
7/31/00 124.330 318.661 182.114 366.701 100.000
8/31/00 118.686 356.325 195.462 413.286 100.000
9/29/00 107.896 310.045 208.074 377.811 100.000
10/31/00 106.355 284.460 205.392 345.688 100.000
11/30/00 113.484 219.302 206.862 251.378 100.000
12/29/00 12/29/00 109.087 207.755 227.092 233.763 100.000

PRINCIPAL SHAREHOLDERS

The following table contains information with respect to beneficial
ownership of the Company's outstanding common stock, as of March 5, 2001, by:
(1) each person known to the Company to be the beneficial owner of more than
5% of common stock, (2) each director of the Company and (3) each executive
officer of the Company named in the Summary Compensation Table. Unless
otherwise indicated, the address of all such persons is c/o Cass Information
Systems, Inc., 13001 Hollenberg Drive, Bridgeton, Missouri 63044. Unless
otherwise indicated, the named person has sole voting and dispositive rights
with respect to such shares.

Name of Number of Shares Percent
Beneficial Owner Beneficially Owned of Class
- ---------------- ------------------ --------

Robert J. Bodine 81,300 (1) 2.48%
William C. Bouchein -- *
Eric H. Brunngraber 5,566 (2) *
Bryan S. Chapell 570 (3) *
Lawrence A. Collett 70,259 (4) 2.14
Thomas J. Fucoloro 300 (5) *
Harry J. Krieg 50,888 (6) 1.55
Howard A. Kuehner 85,104 (7) 2.59
Jake Nania 344,066 (8) 10.48
Irving A. Shepard 17,406 (9) *
A. J. Signorelli 109,310 (10) 3.33
John J. Vallina 10,780 (11) *
Bruce E. Woodruff 6,800 (12) *
All executive officers and directors -------
as a group 782,349 23.83%
-------

<FN>
- -----------------------------

* Less than 1% of class.

(1) Includes 1,000 shares held in trust with Mr. Bodine having sole voting
and dispositive power. In addition, 300 of these shares were granted
under the Company's 1995 Restricted Bonus Plan and are subject to
forfeiture; Mr. Bodine has voting but no dispositive rights with
respect to these shares. Excludes 8,784 shares held in a trust as to
which Mr. Bodine's wife has sole voting and dispositive power.

(2) Of these shares, 600 are owned jointly with his wife. Includes
4,966 shares Mr. Brunngraber has the right to acquire under the
1995 Performance-Based Stock Option Plan.

(3) Of these shares, 100 are owned jointly with his wife. Includes 200
shares that were granted under the Company's 1995 Restricted Bonus Plan
and are subject to forfeiture; Mr. Chapell has voting but no dispositive
rights with respect to these shares.

(4) Of these shares, 37,160 are owned jointly with his wife. In addition,
1,666 of these shares were granted under the Company's 1995 Restricted
Bonus Plan and are subject to forfeiture; Mr. Collett has voting but no
dispositive rights with respect to these shares. Includes 22,232 shares
Mr. Collett has the right to acquire under the 1995 Performance-Based
Stock Option Plan.

(5) These shares were granted under the Company's 1995 Restricted Bonus
Plan and are subject to forfeiture; Mr. Fucoloro has voting but no
dispositive rights with respect to these shares. Excludes 200 shares
held in a trust as to which Mr. Fucoloro's wife has sole voting and
dispositive powers.

(6) These shares are in trust with Mr. Krieg having shared voting and
dispositive powers. Includes 300 shares that were granted under the
Company's 1995 Restricted Bonus Plan and are subject to forfeiture; Mr.

Krieg has voting but no dispositive rights with respect to these shares.
Excludes 51,211 shares owned by his wife.

(7) Of these shares, 23,180 are in a trust with Mr. Kuehner having shared
voting and dispositive powers. Includes 300 shares that were granted
under the Company's 1995 Restricted Bonus Plan and are subject to
forfeiture; Mr. Kuehner has voting but no dispositive rights with
respect to these shares. Excludes 53,494 shares owned by his wife.

(8) Of these shares 343,866 are in a trust with Mr. Nania having sole voting
and dispositive power. In addition, 200 of these shares were granted
under the Company's 1995 Restricted Bonus Plan and are subject to
forfeiture; Mr. Nania has voting but no dispositive rights with respect
to these shares.

(9) Includes 7,600 shares held in a trust with Mr. Shepard as trustee and
beneficiary.

(10) Of these shares, 63,072 shares are held in trust with his sister and
46,238 are owned jointly with his wife. Excludes 2,656 shares owned
by his wife.

(11) Of these shares, 6,370 are held in trust with Mr. Vallina having shared
voting and dispositive power. Includes 4,410 shares Mr. Vallina has
the right to acquire under the 1995 Performance-Based Stock Option Plan.

(12) Of these shares 6,600 are held in a trust with Mr. Woodruff having sole
voting and dispositive power. Includes 200 shares that were granted
under the Company's 1995 Restricted Bonus Plan and are subject to
forfeiture; Mr. Woodruff has voting but no dispositive rights with
respect to these shares.
</FN>

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Some of the directors and officers of the Company and of the Bank, and
members of their immediate families and firms and corporations, with which
they are associated, have had transactions with the Bank, including borrowing
and investments in depository accounts. All such loans and investments have
been made in the ordinary course of business, have been made on substantially
the same terms, including interest rates paid or charged and collateral
required, as those prevailing at the same time for comparable transactions
with unaffiliated persons, and did not involve more than the normal risk of
collectibility or present other unfavorable features. As of December 31,
2000, the aggregate amount of all loans and available credit to officers and
directors of the Company and to firms and corporations in which they have at
least a 10% beneficial interest was approximately $53,120, which represented
approximately 0.1% of the Company's consolidated shareholders' equity at
that date.

Bruce E. Woodruff, a director and shareholder of the Company, is of
counsel to the law firm of Armstrong Teasdale LLP, counsel to the Company
and subsidiaries.

SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE

To the Company's knowledge, based solely on review of copies of such
reports furnished to the Company and written representations that no other
reports were required, during 2000 all Section 16(a) filing requirements were
complied with by all persons who, during the year, were directors, officers
or holders of 10% or more of the Company's shares except that Mr. Chapell
failed to timely file Form 4 for a stock purchase transacted in 2000.
The transaction has since been reported.

AUDIT AND COMPLIANCE COMMITTEE REPORT

The Board of Directors maintains an Audit and Compliance Committee
comprised of five outside directors. The Board of Directors and the Audit
and Compliance Committee believes that the Audit and Compliance Committee's
current member composition satisfies the Nasdaq rule that governs audit
committee composition, including the requirement that audit committee members
be "independent directors" as that term is defined by NASD Rule 4200 (a)(14).

The Audit and Compliance Committee adopted a written charter in January
2001. The full text of the charter is attached to this Proxy Statement as
Exhibit I.

During 2000, the Company incurred the following fees for services
performed by KPMG LLP, the Company's independent auditors.

Audit Fees $85,000
Financial Information Systems Design and Implementation Fees $ --
All Other Fees (1) $73,171

<FN>
(1) The Audit and Compliance Committee has considered whether the
provision of these services is compatible with maintaining the
principal accountant's independence.
</FN>

In connection with the December 31, 2000 financial statements, the Audit
and Compliance Committee (1) reviewed and discussed the audited financial
statements with management; (2) discussed with the auditors the matters
required by Statement on Auditing Standards No. 61; and (3) received and
discussed with the auditors the matters required by Independence Standards
Board Statement No. 1. Based upon these reviews and discussions, the Audit
and Compliance Committee recommended to the Board of Directors that the
audited financial statements be included in the Annual Report on Form 10-K
filed with the SEC.

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

SELECTION OF AUDITORS

KPMG LLP were the auditors of the Company during the year ended December
31, 2000 and also have been selected by the Board of Directors to serve as
auditors for the present year.

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

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

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS VOTING FOR THE
RATIFICATION OF THE SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANTS
FOR 2001.

OTHER MATTERS

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

Whether or not you expect to be at the Meeting in person, please sign,
date and return promptly the enclosed Proxy. No postage is necessary if the
Proxy is mailed in the United States.

SHAREHOLDER PROPOSALS

Any proposal to be presented at next year's Annual Meeting must be
received at the principal executive offices of the Company not later than
November 20, 2001. Any such proposals should be directed to the attention
of the Secretary for consideration for inclusion in the Company's Proxy
Statement and Form of Proxy relating to the next Annual Meeting. Any such
proposals must comply in all respects with the rules and regulations of the
Securities and Exchange Commission. It is suggested that proponents of any
proposals submit such proposals to the Company sufficiently in advance of the
deadline by Certified Mail-Return Receipt Requested.

By Order of the Board of Directors

Eric H. Brunngraber
Secretary

EXHIBIT I

SECTION NO. 02: BOARD OF DIRECTORS PAGE NO. 02-00-01

SUBJECT NO. 00: AUDIT AND COMPLIANCE DATE: June 16, 1992
COMMITTEE CHARTER REVISED: Jan. 7, 2001

The purpose of this charter is to set forth the objectives, composition, and
responsibilities of the Audit and Compliance Committee of the Board of
Directors.

I. OBJECTIVES
----------

The primary goal of the Committee is to assist the Board of Directors
in fulfilling its fiduciary responsibilities relating to regulatory
compliance, corporate accounting and financial reporting practices of
the holding company and each of its subsidiaries. In addition, the
Committee will:

* Oversee and appraise the quality of the internal and external
audit processes;

* Maintain free and open means of communication between the
Directors, the independent accountant, the internal auditor,
and the financial management of the company;

* Serve as an independent and objective party to review the
financial information presented by management to shareholders,
regulators, and the general public;

* Review the adequacy of the company's administrative, operating
and internal accounting controls, and the company's compliance
with the letter and spirit of applicable Federal and state laws
and regulations.

II. COMPOSITION
-----------

The Committee will be comprised of at least three directors who are
independent of the management of the company and are free from any
relationship that, in the opinion of the Board of Directors, would
interfere with their exercise of independent judgement as a committee
member. All members of the Committee shall have a basic understanding
of finance and accounting and be able to read and understand
fundamental financial statements, and at least one member of the
Committee shall have accounting or related financial management
expertise.

III. RESPONSIBILITIES AND DUTIES
---------------------------

The Committee will hold at least four meetings per year, and such
additional meetings as the Committee shall require in order to perform
the following duties:

1. Review and assess the adequacy of this Charter at least annually.
Submit the charter to the Board of Directors for approval and have
the document published at least every three years in accordance
with SEC regulations.

2. Recommend to the Board of Directors the independent accountant
to be nominated, approve the compensation of the independent
accountant, and review and approve the discharge of the
independent accountant.

3. Review and concur in the appointment, replacement, or dismissal
of the internal auditor.

02-00-01

EXHIBIT I

SECTION NO. 02: BOARD OF DIRECTORS PAGE NO. 02-00-02

SUBJECT NO. 00: AUDIT AND COMPLIANCE DATE: June 16, 1992
COMMITTEE CHARTER REVISED: Jan. 7, 2001

4. Consider, in consultation with the independent accountant and the
internal auditor, the audit scope and plan of the internal
auditor and independent accountant.

5. Review with the internal auditor and the independent accountant
the coordination of audit effort to assure completeness of
coverage, reduction of redundant efforts, and the effective use
of audit resources.

6. Meet with the internal auditor, independent accountant and
management in private sessions to discuss any matters that the
Committee or these groups believe should be discussed privately
with the Committee.

7. Determine that there are no management restrictions placed on the
internal auditor or the independent accountant.

8. Review the annual audited financial statements. The review
should include discussion with financial management and the
independent accountants of significant issues regarding accounting
principles, practices and judgements.

9. Review with financial management and/or the independent auditors
the company's quarterly financial results. Discuss any
significant changes to the Company's accounting principles and
any items required to be communicated by the independent
accountants in accordance with SAS 61.

10. Receive and review reports from the internal auditor and the
independent accountant that assess the adequacy and effectiveness
of the company's internal accounting control system; accounting
policies and procedures; and, financial and accounting
management.

11. Review legal and regulatory matters that may have a material
impact on the financial statements, related company compliance
policies, and programs and reports received from regulators.

12. Monitor management's response and actions taken to correct any
deficiencies noted by internal auditors, independent accountants
or regulatory agencies.

13. Review the results of monitoring compliance with the company's
code of conduct.

14. Perform an annual assessment of the Bank's performance in meeting
the requirements of the Community Reinvestment Act.

15. Conduct or authorize investigations into any matters within the
committee's scope of responsibilities, and perform such other
functions as assigned by law, the company's by-laws, or the Board
of Directors.

02-00-02

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL Please mark
OF THE FOLLOWING PROPOSALS: your votes as /X/
indicated in
this example

1. Election of three directors to serve until the year 2004, or
until their successors are elected and qualified.

FOR ALL NOMINEES WITHHOLD Nominees: Messrs. Lawrence A.
LISTED AT RIGHT AUTHORITY Collett, Irving A. Shepard
(EXCEPT AS MARKED TO VOTE FOR ALL and Andrew J. Signorelli
TO THE CONTRARY) NOMINEES LISTED
AT RIGHT (INSTRUCTIONS: To withhold
/ / / / authority to vote for an
individual nominee write
that nominee's name on the
line below.)

------------------------------

2. Ratification of the selection of KPMG
LLP as independent public accountants
for 2001.

FOR AGAINST ABSTAIN
/ / / / / /

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

- ------------------------------------------------------------/--------------
SIGNATURE OF SHAREHOLDER DATE

NOTE: PLEASE SIGN AS YOUR NAME APPEARS HEREON. IF SHARES ARE HELD BY JOINT
TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR FULL NAME AS SUCH. IF A CORPORATION,
PLEASE SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN FULL PARTNERSHIP NAME BY AUTHORIZED PERSON.

- ------------------------------------------------------------------------------
[ARROW] FOLD AND DETACH HERE [ARROW]

[CASS LOGO]

March 19, 2001

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders:

1. To elect directors for three year terms and until the 2004 Annual
Meeting.

2. Ratification of the selection of KPMG LLP as independent public
accountants for 2001.

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

The close of business on March 5, 2001 has been fixed as the record date
for determining shareholders entitled to notice of and to vote at the
Meeting.

By order of the Board of Directors,

Eric H. Brunngraber, Secretary

CASS INFORMATION SYSTEMS, INC.

SOLICITED BY THE BOARD OF DIRECTORS

The undersigned hereby constitutes and appoints Lawrence A. Collett,
and Eric H. Brunngraber, and either of them, attorneys with full power of
substitution, with the powers the undersigned would possess if personally
present, to vote all shares of Common Stock of the undersigned in CASS
INFORMATION SYSTEMS, INC. at the Annual Meeting of Shareholders to be held
at 11:00 a.m., April 16, 2001 and at any adjournments thereof on all matters
properly before the meeting.

(CONTINUED AND TO BE SIGNED ON OTHER SIDE.)

- ------------------------------------------------------------------------------
[ARROW] FOLD AND DETACH HERE [ARROW]

APPENDIX

Page 10 of the printed proxy contains a performance graph. The
information contained in the graph is depicted in the table that
immediately follows the graph.