Exhibit 10.1
                         CASS INFORMATION SYSTEMS, INC.
                        2007 OMNIBUS INCENTIVE STOCK PLAN

                                    ARTICLE I
                                     PURPOSE

     The purpose of the Cass Information Systems, Inc. 2007 Omnibus Incentive
Stock Plan (the "Plan") is to provide incentive opportunities for Non-Employee
Directors and key Employees, and to align their personal financial interest with
the Company's stockholders. The Plan includes provisions for stock options,
stock appreciation rights, restricted stock, restricted stock units and
performance related awards.


                                   ARTICLE II
                                   DEFINITIONS
2.1  "BOARD" OR "BOARD OF DIRECTORS" means the Board of Directors of the
     Company.

2.2  "CHANGE OF CONTROL" means one or more of the following occurrences:

     (a)  Any individual, corporation (other than the Company), partnership,
          trust, association, pool, syndicate, or any other entity or any group
          of persons acting in concert, becomes a beneficial owner (within the
          meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of
          securities of the Company possessing more than one-third (1/3) of the
          voting power for the election of the Board of Directors;

     (b)  The consummation of any consolidation, merger, or other business
          combination involving the Company in which holders of voting
          securities of the Company, immediately prior to such consummation,
          own, as a group, immediately after such consummation, voting
          securities of the Company (or, if the Company does not survive such
          transaction, voting securities of the entity surviving such
          transaction) having less than two-thirds (2/3) of the total voting
          power in an election of the directors of the Company or such other
          surviving entity;

     (c)  During any period of two (2) consecutive years, individuals, who at
          the beginning of such period, constitute members of the Board of
          Directors cease for any reason to constitute at least a majority
          thereof, unless the election, or the nomination for election by the
          Company's stockholders, of each new director of the Company is
          approved by a vote of at least two-thirds (2/3) of the members of the
          Board of Directors then still in office who are directors of the
          Company at the beginning of any such period; or

     (d)  The consummation of any sale, lease, exchange, or other transfer (in
          one transaction or in a series of related transactions) of all, or
          substantially all, of the assets of the Company (on a consolidated
          basis) to a party which is not controlled by or under common control
          with the Company.

In the event that any provision of this definition of Change in Control provides
for a smaller degree of change of ownership than that required in the
corresponding meaning of change in the ownership or effective control of the
Company, or a change in the ownership of a substantial portion of the assets of
the Company under Proposed Treasury Regulation 1.409A-3(g)(5) or any successor
regulation and the benefit which becomes vested or payable on account of a
Change in Control is subject to Code Section 409A, the determination as to
whether there has been a Change in Control shall be determined by the provisions
of such Proposed Treasury Regulation 1.409A-3(g)(5) or any successor regulation.

2.3  "CODE" means the Internal Revenue Code of 1986, as amended from time to
     time.

2.4  "COMPANY" means Cass Information Systems, Inc., a Missouri corporation, and
     any successor corporation by merger or otherwise. When the context so
     admits or requires, "Company" includes Subsidiaries.

                                   -28-

<PAGE>

2.5  "COMMITTEE" means a committee of two (2) or more members of the Board
     appointed by the Board of Directors to administer the Plan pursuant to
     Article III herein. A person may serve on the Committee only if he or she
     is a "non-employee director" for purposes of Rule 16b-3 under the
     Securities Exchange Act of 1934, as amended, and satisfies the requirements
     of an "outside director" for purposes of Code Section 162(m).

2.6  "EMPLOYEE" means any person employed by the Company or a Subsidiary on a
     full-time salaried basis. The term "Employee" shall not include a person
     hired as an independent contractor, leased employee, consultant or a person
     otherwise designated by the Committee at the time of hire as not eligible
     to participate in the Plan.

2.7  "FAIR MARKET VALUE" means, as of any given date, the value of Stock
     determined as follows:

     (i)  the last reported sale price of the Stock as quoted on The NASDAQ
          Stock Market on such date (or, if such date is not a trading day, the
          immediately preceding trading day) or, if no such reported sale takes
          place on any such date, the average of the closing bid and asked
          prices on such date (or, if such date is not a trading day, the
          immediately preceding trading day);

     (ii) if the Stock is then listed on another national securities exchange,
          the last reported sale price or, if no such reported sale takes place
          on any such day, the average of the closing bid and asked prices on
          the principal national securities exchange on which the Stock is
          listed or admitted to trading; or

     (iii) if none of the foregoing is applicable, then the Fair Market Value of
          a share of Stock shall be determined in good faith by the Committee in
          its discretion.

2.8  "INCENTIVE STOCK OPTION" or "ISO" means an Option grant which meets or
     complies with the terms and conditions set forth in the Code Section 422
     and applicable regulations.

2.9  "INDICATORS OF PERFORMANCE" means the criteria used by the Committee to
     evaluate the Company's performance with respect to awards under the Plan
     including: the Company's Pretax Income; Net Income; Earnings Per Share;
     Revenue; Fee Revenue; Expenses; Return on Assets; Return on Equity; Return
     on Investment; Net Profit Margin; Operating Profit Margin; Discretionary
     Cash Flow (net cash provided by operating activities, less estimated total
     changes in operating assets and liabilities); Total Stockholder Return;
     Share Price; Lease Operating Expenses; Earnings before Income Tax,
     Depreciation and Amortization (EBITDA); Capitalization; Liquidity; Reserve
     Adds or Replacement; Funding and Development Costs; Production Volumes;
     Results of Customer Satisfaction Surveys and other measures of Quality,
     Safety, Productivity, Cost Management or Process Improvement or other
     measures the Committee approves. The Committee has the discretion to select
     the particular Indicators of Performance to be utilized in determining
     awards, and such Indicators of Performance may vary between Performance
     Periods and different awards. In addition, such Indicators of Performance
     may be determined solely by reference to the performance of the Company, a
     Subsidiary, or a division or unit of any of the foregoing, or based upon
     comparisons of any of the performance measures relative to other companies.
     In establishing an Indicator of Performance, the Committee may exclude the
     impact of any event or occurrence which the Committee determines should
     appropriately be excluded such as, for example, a restructuring or other
     nonrecurring charge, an event either not directly related to the operations
     of the Company or not within the reasonable control of the Company's
     management, or a change in accounting standards required by U.S. generally
     accepted accounting principles.

2.10 "NON-EMPLOYEE DIRECTOR" means any person duly elected a director of the
     Company who is not an Employee of the Company.

2.11 "OPTION" or "STOCK OPTION" means a right granted under the Plan to an
     Participant to purchase a stated number of shares of Stock at a stated
     exercise price.

2.12 "PARTICIPANT" means an Employee or Non-Employee Director who has received
     or been granted a benefit under the Plan.

2.13 "PERFORMANCE AWARD" means an award established by the Committee pursuant to
     Article X.

                                      -29-

<PAGE>

2.14 "PERFORMANCE AWARD PARTICIPANT" means any eligible Employee so designated
     by the Committee.

2.15 "PERFORMANCE PERIOD" means a period established by the Committee of not
     less than one year, at the conclusion of which performance-based
     compensation, subject to the terms of the Performance Award, becomes vested
     and non-forfeitable or settlement is made with a Performance Award
     Participant with respect to the Performance Award.

2.16 "RESTRICTED STOCK" means Stock granted pursuant to Article VIII of the
     Plan.

2.17 "RESTRICTED STOCK UNIT" or "RSU" means Restricted Stock Unit granted
     pursuant to Article IX of the Plan. RSU's are similar to Restricted Stock
     except that no shares of stock are actually issued to a Participant.
     Instead, a Participant is granted units and each unit has a Fair Market
     Value equal to the Fair Market Value of a share of Stock as of any given
     date.

2.18 "RESTRICTION PERIOD" is the period of time during which shares of
     Restricted Stock or RSUs are subject to forfeiture if the restrictions
     applicable to such shares or RSUs are violated, as determined by the
     Committee.

2.19 "SPREAD" means, with respect to a SAR, the difference of the Fair Market
     Value of a share of Stock on the exercise date and the Fair Market Value of
     a share of Stock on the grant date.

2.20 "STOCK" means the common stock of the Company.

2.21 "STOCK APPRECIATION RIGHT" or "SAR" means a right to receive a payment
     equal to the excess of the Fair Market Value of Stock as of the exercise
     date over the exercise price specified in the SAR.

2.22 "SUBSIDIARY" means any corporation or similar legal entity (other than the
     Company) in which the Company or a Subsidiary of the Company owns fifty
     percent (50%) or more of the total combined voting power of all classes of
     stock, provided that, with regard to Incentive Stock Options, "Subsidiary"
     shall have the meaning provided under Section 424(f) of the Code.

2.23 "TEN PERCENT STOCKHOLDER" means a person who owns (or is deemed to own
     pursuant to Section 424(d) of the Code) Stock possessing more than ten
     percent (10%) of the total combined voting power of all classes of Stock of
     the Company or any of its affiliates.

2.24 "TERMINATED FOR CAUSE" and "TERMINATION FOR CAUSE" means termination by the
     Company of the Participant's employment or service by reason of: (a) an
     order of any federal or state regulatory authority having jurisdiction over
     the Company or any Subsidiary; (b) the willful failure of the Participant
     substantially to perform his or her duties set forth by his or her
     employment agreement (other than any such failure due to the Participant's
     physical or mental illness); (c) a willful breach by the Participant of any
     material provision of any written agreement with the Company or any
     Subsidiary; (d) the Participant's commission of a crime that constitutes a
     felony or other crime of moral turpitude or criminal fraud; (e) chemical or
     alcohol dependency which materially and adversely affects the Participant's
     performance of his or her duties to the Company or any Subsidiary; (f) any
     act of disloyalty or breach of responsibilities to the Company or any
     Subsidiary, which is intended by the Participant to cause material harm to
     the Company; (g) misappropriation (or attempted misappropriation) of any of
     the Company's or any Subsidiary's funds or property by the Participant; or
     (h) the Participant's material and intentional violation of any Company or
     Subsidiary policy applicable to the Participant.

2.25 "TOTAL DISABILITY" and "TOTALLY DISABLED" means the permanent and total
     disability of a person within the meaning of Section 22(e)(3) of the Code,
     as determined by the Committee in good faith, upon receipt of and reliance
     on sufficient competent medical advice.

                                      -30-

<PAGE>


                                   ARTICLE III
                                 ADMINISTRATION

3.1  THE COMMITTEE. The Plan shall be administered by the Committee. Subject to
     such approvals and other authority as the Board may reserve to itself from
     time to time, the Committee shall, consistent with the provisions of the
     Plan, from time to time establish such rules and regulations and appoint
     such agents as it deems appropriate for the proper administration of the
     Plan, and make such determinations under, and such interpretations of, and
     take such steps in connection with the Plan, Options, SARs, Restricted
     Stock, RSUs or Performance Awards as it deems necessary or advisable.

3.2  AUTHORITY OF THE COMMITTEE. Subject to the provisions herein, the Committee
     shall have the full power to determine the size and types of grants of
     Options, SARs, Restricted Stock, RSUs and Performance Awards; to determine
     the terms and conditions of such grants and Performance Awards in a manner
     consistent with the Plan; to construe and interpret the Plan and any
     agreement or instrument entered into under the Plan; to establish, amend or
     waive rules and regulations for the Plan's administration; and to amend the
     terms and conditions of any outstanding Options, SARs, Restricted Stock,
     RSUs or Performance Awards to the extent such terms and conditions are
     within the sole discretion of the Committee as provided in the Plan and
     subject to the limitations and restrictions otherwise applicable under the
     Plan including those contained in Article XIII. Further, the Committee
     shall make all other determinations which may be necessary or advisable for
     the administration of the Plan. As permitted by law, the Committee may
     delegate its authority hereunder. The Committee may take any action
     consistent with the terms of the Plan which the Committee deems necessary
     to comply with any government laws or regulatory requirements of a foreign
     country, including, but not limited to, modifying the terms and conditions
     governing any Options, SARs, Restricted Stock, RSUs or Performance Awards,
     or establishing any local country plans as sub-plans to this Plan.

3.3  DECISIONS BINDING. All determinations and decisions of the Committee as to
     any disputed question arising under the Plan, including questions of
     construction and interpretation, shall be final, binding and conclusive
     upon all parties.

3.4  COMMITTEE AWARDS. Award to non-employee directors of the Company who are
     Committee members shall be made by the Board of Directors except that a
     Committee member shall not participate in any Board determinations relating
     to grants of awards to such Committee member.


                                   ARTICLE IV
                                   ELIGIBILITY

Those Employees who, in the judgment of the Committee, may make key
contributions to the profitability and growth of the Company shall be eligible
to receive Options, SARs, Restricted Stock, RSUs and Performance Awards under
the Plan. All Non-Employee Directors shall be eligible to receive Options (other
than ISOs), SARs, Restricted Stock and RSUs under the Plan.


                                    ARTICLE V
                            MAXIMUM SHARES AVAILABLE

5.1  AUTHORIZED SHARES OF STOCK. The Stock to be distributed under the Plan may
     be either authorized and issued shares or unissued shares of the Stock,
     including but not limited to such shares held as treasury shares. Subject
     to Article XI, the maximum amount of Stock which may be issued under the
     Plan in satisfaction of exercised award or issued as Restricted Stock shall
     not exceed, in the aggregate, eight hundred thousand (800,000) shares.

                                      -31-

<PAGE>

5.2  INDIVIDUAL LIMITS ON GRANTS. Under the Plan, no Employee or Non-Employee
     Director shall be awarded, during the term of the Plan, Options, SARs, RSUs
     and Restricted Stock covering more than eighty thousand (80,000) shares of
     Stock on an annual basis. For purposes of this Section 5.2, a grant of one
     SAR or RSU shall be treated as a grant of one share of Stock.

5.3  LAPSED AWARDS. Stock subject to an Option which for any reason is can
     celled or terminated without having been exercised or Stock awarded as
     Restricted Stock which is forfeited, shall again be available for grants
     under the Plan.


                                   ARTICLE VI
                                  STOCK OPTIONS

6.1  GRANT OF OPTIONS.

     (a)  The Committee may, at any time and from time to time on or after the
          effective date of the Plan, grant Options under the Plan to eligible
          Participants, for such numbers of shares of Stock and having such
          terms as the Committee shall designate, subject however, to the
          provisions of the Plan. The Committee may also determine the type of
          Option granted (e.g., ISO, nonstatutory, other statutory Options as
          from time to time may be permitted by the Code) or a combination of
          various types of Options. Options designated as ISOs shall comply with
          all the provisions of Section 422 of the Code and applicable
          regulations and shall not be granted to Non-Employee Directors (for
          this purpose only, a Non-Employee Director shall not be considered a
          Participant). The aggregate Fair Market Value (determined at the time
          the Option is granted) of Stock with respect to which ISOs are
          exercisable for the first time by an individual during a calendar year
          under all plans of the Company, any Subsidiary shall not exceed one
          hundred thousand dollars ($100,000). Upon determination by the
          Committee that an Option is to be granted to a Participant, written
          notice shall be given to such person as soon as practicable,
          specifying the terms, conditions, rights and duties related thereto.
          Awards shall be deemed to be granted as of the date specified in the
          grant resolution of the Committee, which date shall be the date of any
          related agreement with the Participant. In the event of any
          inconsistency between the provisions of the Plan and any such
          agreement entered into hereunder, the provisions of the Plan shall
          govern. Any individual at any one time and from time to time may hold
          more than one Option granted under the Plan or under any other Stock
          plan of the Company.

     (b)  Each Option shall be evidenced by a "Stock Option Agreement" in such
          form and containing such provisions consistent with the provisions of
          the Plan as the Committee from time to time shall approve.

     (c)  In the event that an ISO does not comply with all the provisions of
          Section 422 of the Code and applicable regulations, such Option shall
          become a nonqualified stock Option on the date of said noncompliance.

6.2  EXERCISE PRICE. The price at which shares of Stock may be purchased under
     an Option shall not be less than one hundred percent (100%) of the Fair
     Market Value of the Stock on the date the Option is granted.
     Notwithstanding the foregoing, a Ten Percent Stockholder shall not be
     granted an ISO unless the exercise price of such Option is at least one
     hundred ten percent (110%) of the Fair Market Value of the Stock on the
     date such Option is granted.

6.3  OPTION PERIOD. The period during which an Option may be exercised shall be
     determined by the Committee, provided that such period shall not be less
     than one (1) year from the date on which the Option is granted or longer
     than: (a) ten (10) years from the date on which the Option is granted in
     the case an ISO; (b) five (5) years from the date on which the Option is
     granted with respect to a grant of an ISO to a Ten Percent Stockholder; and
     (c) ten (10) years and one (1) day from the date on which the Option is
     granted in the case of other Options.

6.4  VESTING OF OPTIONS. Except as provided in Section 6.5, the date or dates on
     which installment portions of an Option shall vest and may be exercised
     during the term of an Option shall be determined by the Committee and may
     vary from Option to Option, provided that no more than one-third (1/3) of
     the shares of Stock subject to an Option may vest in any one (1) year. The
     vesting of any Option may also be conditioned on the achievement of
     Indicators of Performance established by the Committee. Notwithstanding
     anything in this Section 6.4 to the contrary but subject to the provisions
     of this Plan and

                                      -32-

<PAGE>

     Board approval, the Committee may, on an individual basis, accelerate the
     time at which installment portion(s) of an outstanding Option may be
     exercised.

6.5  TERMINATION OF SERVICE. Subject to the provisions of this Section 6.5, an
     Option shall terminate at the end of and may be exercised, to the extent
     the Option is exercisable under the Option Agreement, within the period not
     to exceed the lesser of (a) ninety (90) days after the Participant ceases
     to be an Employee or Non-Employee Director for any reason other than Total
     Disability or death or (b) the remaining term of the Option award. If an
     Employee's or Non-Employee Director's employment or service is terminated
     by reason of Total Disability, all Options granted to such Participant will
     become fully exercisable upon such termination and may be exercised within
     the period not to exceed the lesser of: (a) one (1) year following such
     termination; or (b) the remaining term of the Option award. If an Employee
     or Non-Employee Director of the Company dies while in the employ or service
     of the Company or a Subsidiary or within ninety days after the termination
     of such employment or service, Options granted to such Participant shall
     become fully exercisable on the Participant's death and may, within the
     lesser of (a) twelve (12) months after the Participant's death or (b) the
     remaining term of the Option award, be exercised by the person or persons
     to whom the Participant's rights under the Option shall pass by will or by
     the applicable laws of descent and distribution. Unless otherwise
     specifically provided in the Option agreement, no Option may be exercised
     after a Participant's service with the Company or a Subdivision is
     Terminated for Cause. In no event may an Option be exercised to any extent
     by anyone after the expiration or termination of the Option as provided in
     this Section 6.5 except that the Committee may elect to extend the period
     of Option exercise and vesting provisions for an Employee or Non-Employee
     Director whose employment or service with the Company terminates for any
     reason.

6.6  PAYMENT FOR SHARES. The exercise price of an Option shall be paid to the
     Company in full at the time of exercise at the election of the Participant:
     (a) in cash; (b) in shares of Stock having a Fair Market Value equal to the
     aggregate exercise price of the Option and satisfying such other
     requirements as may be imposed by the Committee; (c) partly in cash and
     partly in such shares of Stock; (d) through the withholding of shares of
     Stock (which would otherwise be delivered to the Participant) with an
     aggregate Fair Market Value on the exercise date equal to the aggregate
     exercise price of the Option; or (e) through the delivery of irrevocable
     instructions to a broker to deliver promptly to the Company an amount equal
     to the aggregate exercise price of the Option. The Committee may limit the
     extent to which shares of Stock may be used in exercising Options. No
     Participant shall have any rights to dividends or other rights of a
     stockholder with respect to shares of Stock subject to an Option until the
     Participant has given written notice of exercise of the Option, paid in
     full for such shares of Stock and, if applicable, has satisfied any other
     conditions imposed by the Committee pursuant to the Plan.


                                   ARTICLE VII
                            STOCK APPRECIATION RIGHTS

7.1  GRANT OF SARs.

     (a)  The Committee may authorize grants to any Participant of Stock
          Appreciation Rights upon such terms and conditions as it may determine
          in accordance with this Article VII. A Stock Appreciation Right will
          be a right of the Participant to receive from the Company upon
          exercise an amount determined by the Committee at the date of grant
          and expressed as a percentage of the Spread (not to exceed 100
          percent) at the time of exercise.

     (b)  Each grant will specify the number of shares of Stock in respect of
          which it is made and the term during which it may be exercised.

     (c)  Each SAR shall be evidenced by a "Stock Appreciation Right Agreement"
          in such form and containing such provisions consistent with the
          provisions of the Plan as the Committee from time to time shall
          approve.

7.2  EXERCISE PRICE; PAYMENT ON EXERCISE.Each grant made will specify the
     exercise price, which will not be less than 100% of the Fair Market Value
     per share of Stock on the date of grant for each SAR subject to the grant.
     A grant may provide that the amount payable on exercise of a Stock
     Appreciation Right may be paid: (a) in cash; (b) in shares of Stock having
     an aggregate Fair Market Value per Share equal to the Spread (or the
     designated percentage of the Spread); or (c) in a combination thereof, as
     determined by the Committee in its discretion. Such payment shall be made
     no later than March 15 of the year immediately following the last day of
     the year in which the exercise occurs or by a later date by which such
     payment may be made so that the payment falls under the short term deferred
     exception of Code

                                      -33-

<PAGE>

     Section 409A. A grant may specify that the amount payable to the
     Participant on exercise of a SAR may not exceed a maximum amount specified
     by the Committee at the date of grant.

7.3  SUCCESSIVE GRANTS.Successive grants of SARs may be made to the same
     Participant whether or not any Stock Appreciation Rights or other award
     previously granted to such Participant remain unexercised or outstanding.

7.4  EXERCISABILITY OF SARs.

     (a)  Each SAR grant shall specify the required period or periods of
          continuous service by the Participant with the Company or any
          Subsidiary that are necessary before the Stock Appreciation Rights or
          installments thereof become exercisable, and provide that (i) no more
          than one third of the SARs under a specific grant sale becomes
          exercisable in one year and (ii) no SAR may be exercised except at a
          time when the Spread is positive. Notwithstanding anything in this
          Section 7.4 to the contrary but subject to the provisions of this Plan
          and Board approval, the Committee may, on an individual basis,
          accelerate the time at which installment portions of outstanding SARs
          may be exercised.

     (b)  A grant may specify Indicators of Performance that must be achieved as
          a condition to the exercise of the Stock Appreciation Rights.

     (c)  No Stock Appreciation Right shall be exercisable prior to one (1) year
          from the date of grant and more than ten (10) years from the date of
          grant.

     (d)  An SAR shall terminate at the end of, and may be exercised to the
          extent the SAR is exercisable under the SAR agreement, within the
          period not to exceed the lesser of (a) ninety (90) days after the
          Participant ceases to be an Employee or Non-Employee Director for any
          reason other than Total Disability or death or (b) the remaining term
          of the SAR award. If an Employee's or Non-Employee Director's
          employment or service with the Company or a Subsidiary is terminated
          by reason of Total Disability, all SARs granted to such Participant
          will become fully exercisable upon such termination and may be
          exercised within the period not to exceed the lesser of: (a) one (1)
          year following such termination; or (b) the remaining term of the SAR
          award. If an Employee or Non-Employee Director of the Company dies
          while in the employ or service of the Company or a Subsidiary or
          within ninety days after the termination of such employment or
          service, SARs granted to such Participant shall become fully
          exercisable on the Participant's death and may, within the lesser of
          (a) twelve (12) months after the Participant's death or (b) the
          remaining term of the SAR award, be exercised by the person or persons
          to whom the Participant's rights under the SAR shall pass by will or
          by the applicable laws of descent and distribution. In no event may an
          SAR be exercised to any extent by anyone after the expiration or
          termination of the SAR as provided in this Section 6.5 except that the
          Committee may elect to extend the period of SAR exercise and vesting
          provisions for an Employee or Non-Employee Director whose employment
          or service with the Company terminates for any reason.

     (e)  Unless otherwise specifically provided in the SAR agreement , no Stock
          Appreciation Right may be exercised after a Participant's service with
          the Company or a Subsidiary has been Terminated for Cause.

7.5  NO RIGHTS AS STOCKHOLDER. No Participant shall have any rights to dividends
     or other rights of a stockholder of Stock with respect to an SAR.


                                  ARTICLE VIII
                                RESTRICTED STOCK

8.1      TERMS OF GRANT. At the time of making a grant of Restricted Stock to a
         Participant, the Committee shall establish a Restriction Period during
         which shares of Restricted Stock are subject to forfeiture if the
         restrictions applicable to such shares are violated. Except as provided
         in Section 8.3, forfeiture restrictions on a grant of Restricted Stock
         shall lapse in a calendar year with respect to no more than one third
         of the shares subject to such grant except that the Committee may,
         subject to the provisions of this Plan and Board approval, on an
         individual basis, accelerate the time at which restrictions on
         Restricted stock lapse. The Committee shall and assign such terms,
         conditions and other restrictions to the Restricted Stock as it shall
         determine. The vesting of any such Restricted Stock may be conditioned
         on the achievement of Indicators

                                      -34-

<PAGE>

     of Performance during a Performance Period established by the Committee.
     All restrictions imposed with respect to a grant of Restricted Stock must
     lapse within ten years of such grant.

8.2  RESTRICTED STOCK - RIGHTS. Restricted Stock will be represented by a Stock
     certificate registered in the name of the Restricted Stock recipient. Such
     certificate, accompanied by a separate, duly-endorsed stock power, shall be
     deposited with the Company. Instead of issuing certificates, the Company
     may elect to have unvested shares of Restricted Stock held in book entry
     form on the books of the Company depository or another institution
     designated by the Company if and only to the extent permitted by applicable
     laws and the Company's Articles of Incorporation and Bylaws. The recipient
     shall be entitled to receive dividends during the Restriction Period and
     shall have the right to vote such Restricted Stock and all other
     stockholder's rights, with the exception that: (a) the recipient will not
     be entitled to delivery of the Stock certificate during the Restriction
     Period; (b) the Company will retain custody of the Restricted Stock during
     the Restriction Period; and (c) the non-fulfillment of the terms and
     conditions established by the Committee pursuant to the grant shall cause a
     forfeiture of the Restricted Stock. The Committee may, in addition,
     prescribe additional restrictions, terms and conditions upon or to the
     Restricted Stock.

8.3  TERMINATION OF SERVICE. The Committee may establish such rules concerning
     the termination of service of a recipient of Restricted Stock prior to the
     expiration of the applicable Restriction Period as it may deem appropriate;
     provided, however, that if an Employee or Non-Employee Director terminates
     service by reason of death or Total Disability, the applicable forfeitable
     restrictions will lapse upon such death or occurrence of Total Disability.
     Unless otherwise specifically provided in the Restricted Stock Agreement,
     Restricted Stock will be forfeited immediately upon termination of a
     Participant's service with the Company or a Subsidiary if the Participant's
     employment is Terminated for Cause.

8.4  RESTRICTED STOCK AGREEMENT. Each grant of Restricted Stock shall be
     evidenced by a "Restricted Stock Agreement" in such form and containing
     such terms and conditions not inconsistent with the provisions of the Plan
     as the Committee from time to time shall approve.

8.5  LEGEND ON CERTIFICATES. The Committee may legend the certificates
     representing Restricted Stock to give appropriate notice of such
     restrictions. For example, the Committee may determine that some or all
     certificates representing shares of Restricted Stock shall bear the
     following legend:

               `THE SALE OR OTHER TRANSFER OF THE SHARES OF STOCK REPRESENTED BY
               THIS CERTIFICATE, WHETHER VOLUNTARY, INVOLUNTARY, OR BY OPERATION
               OF LAW, IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET
               FORTH IN THE CASS INFORMATION SYSTEMS, INC. OMNIBUS 2007
               INCENTIVE STOCK PLAN, AND IN A RESTRICTED STOCK AGREEMENT. A COPY
               OF THE PLAN AND SUCH RESTRICTED STOCK AGREEMENT MAY BE OBTAINED
               FROM THE SECRETARY OF THE COMPANY.'

8.6  RETURN OF RESTRICTED STOCK TO COMPANY. On the date set forth in the
     applicable Restricted Stock Agreement, the Restricted Stock for which
     restrictions have not lapsed shall revert to the Company and thereafter
     shall be available for grant under the Plan.

8.7  SECTION 83(b) ELECTION. The Committee may provide in a Restricted Stock
     Agreement that the award of Restricted Stock is conditioned upon the
     Participant making or refraining from making an election with respect to
     the award under Code Section 83(b). If a Participant makes an election
     pursuant to Code Section 83(b) with respect to a Restricted Stock award,
     the Participant shall be required to promptly file a copy of such election
     with the Company.


                                   ARTICLE IX
                             RESTRICTED STOCK UNITS

9.1  GRANT OF RSUs. The Committee may authorize grants to any Participant of
     RSUs upon such terms and conditions as it may determine in accordance with
     this Article IX. A RSU is the right of the Participant to receive from the
     Company, upon vesting of the RSU, an amount or a percentage of the amount
     not to exceed 100 percent, equal to the number of RSUs becoming vested
     multiplied by the Fair Market Value of a share of Stock on the vesting
     date.

                                      -35-

<PAGE>



     (a)  Each grant will specify the number of RSUs being granted.

     (b)  Each RSU shall be evidenced by a "Restricted Stock Unit Agreement" in
          such form and containing such provisions consistent with the
          provisions of the Plan as the Committee from time to time shall
          approve.
     (c)  Each grant shall be evidenced by a "Restricted Stock Unit Agreement,"
          in such form and containing such provisions consistent with the
          provisions of the Plan as the Committee from time to time shall
          approve.

9.2  PAYMENT ON VESTING. A grant may provide that the amount payable on vesting
     of a RSU may be paid: (a) in cash; (b) in shares of Stock having an
     aggregate Fair Market Value equal to the amount payable (or the designated
     percentage of the amount payable); or (c) in a combination thereof, as
     determined by the Committee in its discretion. Such payment shall be made
     no later than March 15 of the year immediately following the calendar year
     in which the vesting occurs or by a later date by which such payment may be
     made so that the payment falls under the short term deferral exception of
     Code Section 409A. A grant may specify that the amount payable to the
     Participant on vesting of an RSU may not exceed a maximum amount specified
     by the Committee at the date of grant.

9.3  SUCCESSIVE GRANTS. Successive grants of RSUs may be made to the same
     Participant whether or not any RSUs or other award previously granted to
     such Participant remain unexercised or outstanding.

9.4  VESTING OF RSUs. At the time of making a grant of RSUs to a Participant,
     the Committee shall established a Restriction Period during which RSUs are
     subject to forfeiture if restrictions applicable to such RSUs are violated.

     (a)  The Committee may assign such terms, conditions and other restrictions
          to the RSUs as it will determine.

     (b)  A grant may specify the Indicators of Performance that must be
          achieved as a condition to the vesting of an RSU grant.

     (c)  No more than one third of the RSUs in a grant shall become vested in a
          calendar year except that RSUs shall be fully vested on a
          Participant's death or Total Disability and the Committee, subject to
          the provisions of this Plan and Board approval, may accelerate the
          time, on an individual basis, at which RSUs vest.

     (d)  RSUs subject to a grant must be fully vested within ten (10) years
          from the date of grant.

     (e)  Unless otherwise specifically provided in the Restricted Stock Unit
          Agreement, no RSU may vest after a Participant's service with the
          Company or a Subsidiary has been Terminated for Cause.

9.5  NO RIGHTS AS A STOCKHOLDER. No Participant shall have rights to dividends,
     vesting, voting or other rights as a shareholder of Stock with respect to
     RSUs.


                                    ARTICLE X
                               PERFORMANCE AWARDS

10.1 PERFORMANCE AWARDS. Performance Awards pursuant to this Article X are based
     upon achieving established Indicators of Performance over a Performance
     Period. At the time of making a Performance Award, the Committee shall
     establish such terms and conditions as it shall determine applicable to
     such Performance Award. Performance Awards shall be paid not later than
     March 15 of the calendar year immediately following the calendar year in
     which the Performance Period ends or by a later date by which such payment
     may be made so that the payment falls under the short term deferral
     exception of Code Section 409A. Recipients of Performance Awards are not
     required to provide consideration for such Awards other than the rendering
     of service. A Performance Award shall be paid in cash. For avoidance of
     doubt, a Performance Award under this Article X is not in lieu of any
     annual bonus plan or other bonus program established and approved by the
     Board of Directors from time to time.

10.2 ADMINISTRATIVE PROCEDURE. The Committee shall designate Employees as
     Performance Award Participants to become eligible to receive Performance
     Awards and shall establish Performance Periods, provided that, as
     calculated by the Committee: (a) the cash covered by all Awards granted
     under the Plan

                                      -36-

<PAGE>

     during a calendar year shall not exceed five million dollars ($5,000,000);
     and (b) the cash covered by all awards granted to an individual under the
     Plan during a calendar year shall not exceed two million five hundred
     thousand dollars ($2,500,000).

10.3 INDICATORS OF PERFORMANCE. The Committee shall establish Indicators of
     Performance applicable to the Performance Period. Indicators of Performance
     are utilized to determine amount and timing of Performance Awards, and may
     vary between Performance Periods and different Performance Awards.

10.4 AWARD ADJUSTMENT. Subject to the terms of the Performance Award, the
     Committee may make downward adjustments in Awards to Performance Award
     Participants.

10.5 PARTIAL PERFORMANCE PERIOD PARTICIPATION. Subject to applicable
     restrictions under Section 162(m) of the Code, the Committee shall
     determine the extent to which an Employee shall participate in a partial
     Performance Period because of becoming eligible to be a Performance Award
     Participant after the beginning of such Performance Period. In the event a
     Performance Award Participant's employment with the Company is terminated
     for any reason, other than after a Change of Control, prior to completing
     at least fifty (50) percent of the Performance Period for a Performance
     Award, no payment shall be made pursuant to the Performance Award. In the
     event a Performance Award Participant's employment with the Company is
     terminated (i) on account of termination by the Company for other than
     Termination for Cause, (ii) death or (iii) Total Disability after
     completing at least fifty (50) percent of the Performance Period for a
     Performance Award, such Performance Award Participant shall be paid a pro
     rata portion of the Performance Award, if the Indicators of Performance are
     met, no later than March 15 of the year immediately following the calendar
     year in which his or her employment is terminated or by a later date by
     which such payment may be made so that the payment falls under the short
     term deferral exception of Code Section 409A. No payment shall be made
     pursuant to a Performance Award if the Performance Award Participant's
     employment with the Company is voluntarily terminated by him or her for any
     reason or is Terminated for Cause prior to the end of the Performance
     Period.


                                   ARTICLE XI
                        ADJUSTMENT UPON CHANGES IN STOCK

The number of shares of Stock, including limits under Sections 5.1 and 5.2,
which may be issued pursuant to this Plan, the number of shares covered by, and
the exercise price per share of, each outstanding Option and SAR, the number of
shares granted as Restricted Stock and the number of RSUs, shall be adjusted
proportionately, and any other appropriate adjustments shall be made, for any
increase or decrease in the total number of issued and outstanding shares of
Stock (or change in kind) resulting from any change in the Stock through a
merger, consolidation, reorganization, recapitalization, subdivision or
consolidation of shares or other capital adjustment or the payment of a Stock
dividend or other increase or decrease (or change in kind) in such shares. In
the event of any such adjustment, fractional shares shall be eliminated. Except
as otherwise determined by the Committee, no change shall be made to an
Incentive Stock Option under this Article XI to the extent it would constitute a
"modification" under section 424(h)(3) of the Code.


                                   ARTICLE XII
                                CHANGE IN CONTROL

Notwithstanding anything to the contrary in the Plan, upon a Change in Control
of the Company, the following shall apply:

     (a)  If a Change of Control occurs during a Restriction Period(s)
          applicable to Restricted Stock and RSUs issued under the Plan, all
          restrictions imposed hereunder on such Restricted Stock and RSUs shall
          lapse effective as of the date of the Change in Control;

     (b)  If a Change in Control occurs during a Performance Period(s)
          applicable to an award granted under the Plan, a Performance Award
          Participant shall earn no less than the award of cash which the
          Performance Award Participant would have earned if applicable
          Indicator(s) of Performance had been achieved and the Performance
          Period(s) had terminated as of the date of the Change in Control; and

     (c)  Any outstanding Options and SARs that are not exercisable shall become
          exercisable effective as of the date of a Change in Control. If an
          Participant's employment is terminated within two (2) years after the
          effective date of a Change in Control for a reason other than a
          Termination for Cause, to the extent that any Option or SAR was
          exercisable at the time of the Participant's

                                      -37-

<PAGE>

     termination of employment, such Option or SAR, other than an ISO, may be
     exercised within the lesser of: (a) twelve (12) months following the date
     of termination of employment, or (b) the term of the Option or SAR.


                                  ARTICLE XIII
                                  MISCELLANEOUS

13.1 EFFECT ON OTHER PLANS. Except as otherwise required by law, no action taken
     under the Plan shall be taken into account in determining any benefits
     under any pension, retirement, thrift, profit sharing, group insurance or
     other benefit plan maintained by the Company or any Subsidiary, unless such
     other plan specifically provides for such inclusion.

13.2 TRANSFER RESTRICTIONS. No Option (except as provided in Section 13.2), SAR
     or RSU, grant of Restricted Stock or Performance Award under this Plan
     shall be transferable other than by will or the laws of descent and
     distribution. Any Option or SAR shall be exercisable: (a) during the
     lifetime of an Participant, only by the Participant or, to the extent
     permitted by the Code, by an appointed guardian or legal representative of
     the Participant; and (b) after death of the Participant, only by the
     Participant's legal representative or by the person who acquired the right
     to exercise such Option or SAR by bequest or inheritance or by reason of
     the death of the Participant.

13.3 TRANSFER OF OPTIONS. The Committee may, in its discretion, authorize all or
     a portion of the Options to be granted to an Participant to be on terms
     which permit transfer by such Participant to an immediate family member of
     the Participant who acquires the options from the Participant through a
     gift or a domestic relations order. For purposes of this Article XIII,
     Section 13.3, "family member" includes any child, stepchild, grandchild,
     parent, stepparent, grandparent, spouse, sibling, mother-in-law,
     father-in-law, son-in-law, daughter-in-law, brother-in-law or
     sister-in-law, including adoptive relationships, trusts for the exclusive
     benefit of these persons and any other entity owned solely by these
     persons, provided that the Stock Option agreement pursuant to which such
     Options are granted must be approved by the Committee and must expressly
     provide for transferability in a manner consistent with this Section and
     provided further that subsequent transfers of transferred Options shall be
     prohibited except in accordance with Article XIII, Section 13.2. Following
     transfer, any such Options shall continue to be subject to the same terms
     and conditions as were applicable immediately prior to transfer. The events
     of termination of employment of Article VI, Section 6.5 hereof shall
     continue to be applied with respect to the original Participant, following
     which the Options shall be exercisable by the transferee only to the extent
     and for the periods specified in Article VI, Section 6.5. Notwithstanding
     the foregoing, an ISO may not be transferred to a family member in
     accordance with this Section 13.3.

13.4 WITHHOLDING TAXES. The Company shall have the right to withhold from any
     settlement hereunder any federal, state, or local taxes required by law to
     be withheld, or require payment in the amount of such withholding. If
     settlement hereunder is in the form of Stock, such withholding may be
     satisfied by the withholding of shares of Stock by the Company, unless the
     Participant shall pay to the Company an amount sufficient to cover the
     amount of taxes required to be withheld, and such withholding of shares
     does not violate any applicable laws, rules or regulations of federal,
     state or local authorities.

13.5 TRANSFER OF EMPLOYMENT. Transfer of employment or consulting assignment
     between the Company and a Subsidiary shall not constitute termination of
     employment or service for the purpose of the Plan. Whether any leave of
     absence shall constitute termination of employment for the purposes of the
     Plan shall be determined in each case by the Committee.

13.6 ADMINISTRATIVE EXPENSES. All administrative expenses associated with the
     administration of the Plan shall be paid by the Company.

13.7 TITLES AND HEADINGS. The titles and headings of the articles in this Plan
     are for convenience of reference only and in the event of any conflict, the
     text of the Plan, rather than such titles or headings, shall control.

13.8 NO GUARANTEE OF CONTINUED EMPLOYMENT OR SERVICE. No grant or award to an
     Employee under the Plan or any provisions thereof shall constitute any
     agreement for or guarantee of continued employment by the Company and no
     grant or award to a Non-Employee Director shall constitute any agreement
     for or guarantee of continuing as a Non-Employee Director.

                                      -38-

<PAGE>


13.9  COMMITTEE DUTIES AND POWERS. The Committee shall have such duties and
      powers as may be necessary to discharge its responsibilities under this
      Plan, including, but not limited to, the ability to construe and interpret
      the Plan and resolve any ambiguities with respect to any of the terms and
      provisions hereof as written and as applied to the operation of the Plan.

13.10 PROCEEDS. The proceeds received by the Company from the sale of Stock
      under the Plan shall be added to the general funds of the Company and
      shall be used for corporate purposes as the Board shall direct.

13.11 GOVERNING LAW AND VENUE. This plan shall be governed by and construed and
      enforced in accordance with the laws of the State of Missouri, excluding
      conflict of law rules and principles, except to the extent such laws are
      preempted by Federal law. Courts located in the State of Missouri shall
      have exclusive jurisdiction to determine all matters relating to the Plan
      and that venue is proper in such courts.

13.12 FOREIGN JURISDICTIONS. Awards may be granted to employees who are foreign
      nationals or employed outside the United States, or both, on such terms
      and conditions different from those specified in the Plan as may, in the
      judgment of the Committee, be necessary or desirable in order to recognize
      differences in local law or tax policy. The Committee also may impose
      conditions on the exercise or vesting of awards in order to minimize the
      Company's obligation with respect to tax equalization for Participants on
      assignments outside their home country.

13.13 SUCCESSORS. All obligations of the Company under the Plan, with respect to
      awards granted hereunder, shall be binding on any successor to the
      Company, whether the existence of such successor is the result of a direct
      or indirect purchase, merger, consolidation or otherwise, of all or
      substantially all of the business or assets of the Company.

13.14 BENEFICIARY DESIGNATIONS. If permitted by the Committee, a Participant
      under the Plan many name a beneficiary or beneficiaries to whom any vested
      but unpaid award shall be paid in the event of the Participant's death.
      Each such designation shall revoke all prior designations by the
      Participant and shall be effective only if given in a form and manner
      acceptable to the Committee. In the absence of any such designation, any
      vested benefits remaining unpaid at the Participant's death shall be paid
      to the Participant's estate and, subject to the terms of the Plan and of
      the applicable award agreement, any unexercised vested award may be
      exercised by the administrator, executor or the personal representative of
      the Participant's estate.

13.15 INVESTMENT REPRESENTATION. As a condition to the exercise of an award, the
      Committee may require the person exercising such award to represent and
      warrant at the time of any such exercise that the Shares are being
      purchased only for investment and without any present intention to sell or
      distribute such Shares if, in the opinion of counsel for the Company, such
      a representation is required.

13.16 FRACTIONAL SHARES. No fractional Shares shall be issued or delivered
      pursuant to the Plan or any award. The Committee shall determine whether
      cash, or awards, or other property shall be issued or paid in lieu of
      fractional Shares or whether such fractional Shares or any rights thereto
      shall be forfeited or otherwise eliminated.


                                   ARTICLE XIV
                            AMENDMENT AND TERMINATION

The Board may at any time terminate or amend this Plan in such respect as it
shall deem advisable, provided, the Board may not, without further approval of
the shareholders of the Company, amend the Plan to: (i) increase the number of
shares of Stock which may be issued under the Plan; (ii) change Plan provisions
relating to establishment of the exercise prices under Options or SARs granted;
(iii) extend the duration of the Plan beyond the date approved by the
shareholders; (iv) reprice, replace or regrant Options or SARs through
cancellation, or by lowering the exercise price of a previously granted Option
or SARs; (v) make any change to the Plan considered material under the listing
requirements of The NASDAQ Stock Market or any other exchange on which the
Company's Stock is listed; or (vi) increase the maximum dollar amount of ISOs
which an individual Participant may exercise during any calendar year beyond
that permitted in the Code and applicable rules and regulations of the Treasury
Department. No amendment or termination of the Plan shall, without the consent
of the Participant, alter or impair any of the rights or obligations under any
grants or other rights theretofore granted such person under the Plan.

                                      -39-

<PAGE>

                                   ARTICLE XV
                              DURATION OF THE PLAN

This Plan was approved by the Board of Directors on __________, 2007 and will be
effective on April ____, 2007, subject to approval by the Company's shareholders
at the 2007 annual meeting of shareholders. If not sooner terminated by the
Board, this Plan shall terminate on April ____, 2017, but Options, SARs,
Restricted Stock, RSUs and Performance Awards and other rights theretofore
granted and any Restriction Period may extend beyond that date, and the terms of
the Plan shall continue to apply to such grants.

IN WITNESS WHEREOF, the undersigned has caused this Cass Information Systems,
Inc. 2007 Omnibus Incentive Stock Plan to be adopted on behalf of the Company
this ___ day of April, 2007.

                                        CASS INFORMATION SYSTEMS, INC.



                                        By:__________________________________
                                                       President