Exhibit 10.2

                            AMENDMENT AND RESTATEMENT
                                     OF THE
                         CASS INFORMATION SYSTEMS, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                   WITNESSETH:

      WHEREAS, the Plan was adopted June 16, 1998, effective January 1, 1998, to
provide Key Executive Employees with retirement benefits which are comparable to
those of other Company employees; and

      WHEREAS, the Plan was amended December 21, 1999 effective January 1, 1998;
and

      WHEREAS, the Company wants to amend and restate the Plan to cause it to
comply with Code Section 409A; and

      WHEREAS, the adoption and execution of this Plan has been approved by the
Board:

      NOW, THEREFORE, the Company adopts this Amended and Restated Plan
effective January 1, 2005, to wit:

ARTICLE 1. DEFINITIONS

      1.1 Affiliated Company. Any corporation which is a member of the same
controlled group of corporations, as determined by Code Section 1563(a) [without
regard to Code Sections 1563(a)(4) and (e)(3)(C)] of which the Company is a
member.

      1.2 Beneficiary. An individual, designated in accordance with the terms of
the Plan, to receive benefits in the event of the death of the Participant. In
the event no Beneficiary is designated or a Beneficiary designation cannot be
found, the Participant's estate shall be the Beneficiary.

      1.3 Board. The board of directors of the Company.

      1.4 Change of Control. Any 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 the 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 of the
      voting power for the election of directors of the Company;

            (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 of the
      total voting power in an election of directors of the Company (or such
      other surviving corporation);

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

            (d) There shall be consummated any sale, lease, exchange, or other
      transfer (in one transaction or 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 of 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 a
corporation, or change in the ownership of a substantial portion of the assets
of a corporation in Treasury Regulation 1.409A-3(i)(5) or any successor
regulation, the determination as to whether there has been a Change in Control
shall be determined by the provisions of such Treasury Regulation 1.409A-3(i)(5)
or such successor regulation.

      1.5 Code. The Internal Revenue Code of 1986, as amended.

      1.6 Company. Cass Information Systems, Inc., a Missouri corporation.

      1.7 401(k) Hypothetical Annuity. shall be determined as follows:

            (a) For purposes of this Section 1.7, the terms "Elective Deferral
      Contributions", "Matching Contributions", "Elective Deferral Contributions
      Account", "Matching Contributions Account" and "Plan Year" have the
      meanings as provided in the 401(k) Plan.

            (b) Determine the total value at the Participant's Normal Retirement
      Date of the Participant's Elective Deferral Contributions and Matching
      Contributions Accounts assuming, from the first day the Participant is
      eligible to participate in the 401(k) Plan, that:

                  (i) The Participant makes, for each Plan Year through his
            Retirement Date, Elective Deferral Contributions in an amount equal
            to three percent of his Compensation, up to the maximum permitted
            pursuant to Code Sections 401(a)(17) and 402(g).

                  (ii) Matching Contributions are made on behalf of the
            Participant, for each Plan Year through his Retirement Date, in an
            amount equal to one half the Participant's Elective Deferral
            Contributions.

                  (iii) The Participant's Elective Deferral Contributions and
            Matching Contributions Accounts realize an annual investment return
            of eight percent through his Normal Retirement Date.

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For purposes of this Subsection 1.7(b), the Retirement Date for a Participant
described in Section 5.8 means his date of death.

            (c) Determine the amount of an annual annuity (payable on a monthly
      basis for the Participant's life with a ten year certain guarantee) which
      is the Actuarial Equivalent of the amount determined under 1.7(b) using
      the 1983 Group Annuity Mortality Table and six percent interest.

      1.8 401(k) Plan. The Cass Information Systems, Inc. 401(k) Plan.

      1.9 Key Executive Employee. A person who serves as a managerial employee
of the Company or an Affiliated Company.

      1.10 Normal Form. The form of benefit provided under Section 5.2.

      1.11 Optional Form of Benefit. Any form of payment, other than the Normal
Form, which is permitted under the Pension Plan.

      1.12 Participant. A Key Executive Employee recommended and approved to
receive the benefits pursuant to this Plan as set forth in Article 3 hereof.

      1.13 Pension Plan. The Retirement Plan for Employees of Cass Information
Systems, Inc., as amended.

      1.14 Pension Plan Benefit. The annual benefit which would be payable to
the Participant in the Normal Form under the Pension Plan payment of which would
commence on his Normal Retirement Date, assuming that the Participant is not
married on his Normal Retirement Date.

      1.15 Pension Plan Terms. The following terms have the meanings as defined
in the Pension Plan:

            (a)   "Actuarial Equivalent".

            (b)   "Contingent Annuitant Option".

            (c)   "Early Retirement".

            (d)   "Early Retirement Date".

            (e)   "Earnings" except that the limitation of Code Section
                  401(a)(17) shall not apply and non-cash remuneration, income
                  attributed to the exercise of stock options and expense
                  reimbursements shall not be treated as "Earnings."

            (f)   "Final Average Earnings".

            (g)   "50% Joint and Survivor Annuity".

            (h)   "Life Annuity".

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            (i)   "Normal Retirement".

            (j)   "Normal Retirement Date".

            (k)   "Service".

            (l)   "Spouse"

      1.16 Plan. The Cass Information Systems, Inc. Supplemental Executive
Retirement Plan.

      1.17 Primary Social Security Benefit. The annual Social Security benefit
to which a Participant is entitled at age sixty five under the Social Security
Act determined as of his Retirement Date, multiplied by the result of the
Participant's full years of Service divided by twenty-five (not to exceed 100
percent). For purposes of determining the annual Social Security Benefit of a
Participant who terminates employment with the Company or an Affiliated Company
before his Normal Retirement Date, it shall be assumed that he continues to have
the same amount of Earnings he had in the calendar year immediately preceding
such termination of employment in each calendar year commencing with the
calendar year in which his termination of employment occurs and each subsequent
calendar year through the end of the calendar year in which his Normal
Retirement Date would occur had he continued to be employed by the Company or an
Affiliated Company until his Normal Retirement Date.

      1.18 Retirement Date. Except as otherwise provided herein, the first day
of the month immediately following a Participant's termination of employment
with the Company or an Affiliated Company, for a reason other than death, after
he qualifies for Early or Normal Retirement. The Retirement Date of a
Participant described under Subsection 5.9(a) shall be his earliest Early
Retirement Date assuming he had continued to be an employee of the Company or an
Affiliated Company until such date.

      1.19 Specified Employee. A Participant who is a Specified Employee within
the meaning of Code Section 409A(a)(2)(B)(i).

      1.20 Supplemental Pension. The pension benefit payable under Section 5.2.

ARTICLE 2. ADMINISTRATION

      2.1 The Board shall administer this Plan. The Board shall adopt such
uniform and nondiscriminatory regulations as it shall deem necessary or
appropriate for the administration of this Plan. The Board shall have the full
power and authority to resolve all questions and issues interpreting the terms
and conditions of this Plan which may arise hereunder. The Board may delegate
one or more of its duties or responsibilities to other individuals.

      2.2 The Board shall compute the benefit payable, as provided in this Plan,
to Participants, Spouses or Beneficiaries under this Plan.

      2.3 The Board shall make all determinations concerning rights to benefits
under this Plan. Any decision by the Board denying a claim by a Key Executive
Employee, Participant, Spouse or Beneficiary for benefits under this Plan shall
be stated in writing and delivered or mailed to the Key Executive Employee,

<PAGE>

Participant, Spouse or Beneficiary. Such decision shall set forth the specific
reasons for the denial, written to the best of Company's ability, in a manner
that may be understood without legal or actuarial counsel. In addition, the
Company shall afford a reasonable opportunity to the Participant, Spouse or
Beneficiary for a full and fair review of the decision denying such claim.

      2.4 The Board shall keep a record of all proceedings and shall maintain or
cause to be maintained all books of accounts, records or other data as may be
necessary or advisable in the Board's judgment for the proper administration of
the Plan.

ARTICLE 3. ELIGIBILITY FOR PARTICIPATION IN THE PLAN

      3.1 A Key Executive Employee, who is recommended by the Chairman and Chief
Executive Officer of the Company to the Board to participate in the Plan, shall
participate in the Plan if the Board approves such recommendation. The Board may
provide that a Key Executive Employee becomes a Participant in the Plan
effective as of any date and such Key Executive Employee shall become a
Participant as of such date.

      3.2 Each Participant shall complete and execute an Agreement Schedule, in
the form attached hereto, upon becoming a Participant or at such other time as
the Board may require.

ARTICLE 4. FUNDING

      4.1 The Company and/or an Affiliated Company will fund the Plan in such a
manner as shall be approved, from time to time, by the Board. The determination
of the Board as to whether to fund the Plan in advance or as benefits are due,
and if in advance, the amount thereof, shall be conclusive and binding upon all
parties in interest.

      4.2 Contributions by Participants are not required nor permitted under
this Plan.

ARTICLE 5. BENEFITS

      5.1 Except as provided in Sections 5.9 and 5.11, a Participant, or his
Spouse or Beneficiary, shall not be paid benefits under this Plan until the
Participant has qualified for Early or Normal Retirement. Benefits shall not be
payable under this Plan and shall be forfeited on account of a Participant who
terminates employment with the Company or an Affiliated Company, for a reason
other than specified in Sections 5.9 or 5.11, prior to qualifying for Early or
Normal Retirement.

      5.2 The Company shall pay a Participant, who has qualified for Early or
Normal Retirement, a Supplemental Pension pursuant to this Article 5. The
monthly amount of the Supplemental Pension shall be one twelfth of the amount
determined under Section 5.3. The Supplemental Pension shall be paid monthly
commencing on the date payment of the Participant's benefits commences under the
Pension Plan and ending on the first day of the month in which the Participant
dies, and, if such death occurs within ten years of his Retirement Date,
payments shall continue to be made to his Beneficiary until a total of 120
monthly payments shall have been made to the Participant and his Beneficiary. In
the event of the death of both the Participant and his Beneficiary before 120
monthly payments have been made, the Actuarial Equivalent of the remaining
monthly payments shall be paid in a single sum to the estate of the last to
survive of the Participant or his Beneficiary. The form of benefits paid under
this Section 5.2 are called the "Normal Form".

<PAGE>

      5.3 The Supplemental Pension shall be an annual amount equal to seventy
percent of the Participant's Final Average Earnings, multiplied by the result of
Participant's full years of Service divided by twenty-five (not to exceed 100
percent), less the sum of the Participant's:

            (a)   Pension Plan Benefit;

            (b)   Primary Social Security Benefit; and

            (c)   401(k) Hypothetical Annuity.

The Supplemental Pension shall be reduced by 1/180 for each of the first sixty
calendar months and 1/360 for each of the next sixty calendar months by which
commencement of payment of the Participant's Supplemental Pension precedes his
Normal Retirement Date and shall not be actuarially increased if payment of the
Supplemental Pension commences after the Participant's Normal Retirement Date.

      5.4 If the Participant has a Spouse on his Retirement Date, the
Supplemental Pension shall be paid in the form of a 100 per cent Contingent
Annuitant Option with the Spouse being the surviving annuitant, which shall be
the Actuarial Equivalent of the Normal Form.

      5.5 A Participant who has a Spouse on his Retirement Date may elect to
have his Supplemental Pension paid in a Life Annuity or in a Contingent
Annuitant Option rather than a form prescribed by Section 5.2 or 5.4. A
Participant who does not have a spouse may elect to have his Supplemental
Pension paid in a Life Annuity. Any form of benefit paid pursuant to this
Section 5.5 shall be the Actuarial Equivalent of the Normal Form. The rules of
the Pension Plan, governing the election of a Normal or Optional Form of benefit
payment shall apply to such election.

      5.6 Notwithstanding anything in this Plan to the contrary, if the single
sum, Actuarial Equivalent of a Participant's Supplemental Pension is $15,000 or
less at the time payment of such Pension is to commence, the Supplemental
Pension shall be paid in an amount equal to the single sum Actuarial Equivalent
of such Supplemental Pension and no other benefits shall be paid under the Plan.

      5.7 Payment of the benefits of a Participant (who is a Specified Employee
on his Retirement Date) under Section 5.2, 5.4, 5.5 or 5.6, shall not commence
until the first day of the seventh month immediately following the month in
which payment of benefits would otherwise commence but for this Section 5.7. In
this event, the total of the monthly benefits, that would have otherwise been
paid for the first six months but for this Section 5.7, shall be paid in a
single sum, along with the regular monthly payment for the seventh month, as of
the first day of said seventh month with interest on such amounts at the Six
Month U.S. Treasury Bill rate, compounded annually, as in effect on the first
day such benefits would be paid but for this Section 5.7.

      5.8 Benefits payable under this Article 5 shall be suspended upon a
Participant's return to full employment with the Company or an Affiliated
Company. Such benefits shall again commence upon the Participant's subsequent

<PAGE>

termination of employment and continue as if such benefits had not been
suspended upon his return to full employment. In the event of suspension of
benefits under this Section 5.8, such benefits, when payment again commences,
shall not be actuarially adjusted for the period of suspension.

      5.9 In the event of the death of a Participant, who has a Spouse on his
date of death, before his Retirement Date, there shall be paid to such Spouse
the survivor portion of the annuity to which the Spouse would be entitled under
Section 5.4 as if:

            (a) In the case of a Participant who dies before reaching his
      earliest possible Early Retirement Date, such Participant:

                  (i) Continued in the employment of the Company or an
            Affiliated Company until his earliest possible Early Retirement
            Date;

                  (ii) Retired from the service of the Company or an Affiliated
            Company on his earliest possible Early Retirement Date and retired
            with an immediate 100 Percent Contingent Annuity; and

                  (iii) Died immediately after retiring.

            (b) In the case of a Participant who dies after his Early or Normal
      Retirement Date, such Participant had retired with an immediate 100 per
      cent Contingent Annuity on the day before his date of death.

The benefit payable to the Spouse of a Participant described in Section 5.9(a)
shall commence with what would have been the Participant's earliest Early
Retirement Date, assuming he had survived and remained in the employment of the
Company or an Affiliated Company to such date. The benefit payable to the Spouse
of a Participant described in Section 5.9(b) shall commence with the first day
of the month immediately following the month in which the Participant's death
occurs. Notwithstanding anything in this Section 5.9 to the contrary, a
Participant who dies before his earliest possible Early Retirement Date shall
not accrue Service after his death for purposes of determining the amount of his
Supplemental Pension under Section 5.3. Other than the benefit provided by this
Section 5.9, no other death benefit shall be paid on account of the death of a
Participant before his Retirement Date.

      5.10 Notwithstanding any provision in the Plan, if a Participant's
employment with the Company or an Affiliated Company is terminated for Cause,
neither the Participant, his Spouse or Beneficiary shall be entitled to any
benefits under this Plan. "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
Affiliated Company; (b) the willful failure of the Participant substantially to
perform his duties set forth by his 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 Affiliated Company; (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 duties to the Company or any Affiliated
Company; (f) any act of disloyalty or breach of responsibilities to the Company
or any Affiliated Company, which is intended by the Participant to cause
material harm to the Company; (g) misappropriation (or attempted

<PAGE>

misappropriation) of any of the Company's or any Affiliated Company funds or
property by the Participant; or (h) the Participant's material and intentional
violation of any Company or Affiliated Company policy applicable to the
Participant.

      5.11 In the event of a Change in Control, each Participant, the payment of
whose benefits under the Plan has not yet commenced, and each Participant,
Spouse and Beneficiary receiving a Supplemental Pension shall be paid, within
sixty days following such Change in Control, in a single sum, the Actuarial
Equivalent of the remaining payments to be made to such individual under the
Supplemental Pension. In the event of a payment on account of Change in Control,
the provisions of Section 5.10 shall not apply. A Participant, Spouse or
Beneficiary who receives a payment on account of a Change of Control and the
Spouse or Beneficiary of a Participant who receives a payment on account of
Change of Control shall not receive further benefits under the Plan.

      5.12 Notwithstanding anything in the Plan to the contrary, no benefit
shall be paid under the Plan on account of a Participant who has not
participated in the Plan for less than thirty-six consecutive, full calendar
months following the date the Board provides he becomes a Participant.
Notwithstanding anything in this Section 5.12 to the contrary, benefits shall be
paid on behalf of a Participant, who has not participated in the Plan for at
least thirty-six months, in the event of his death or the occurrence of a Change
in Control or in the event such Participant qualifies for Normal Retirement.

ARTICLE 6. MISCELLANEOUS PROVISIONS

      6.1 The Board reserves the right to amend or terminate this Plan; however,
any amendment or termination permitted under this Section 6.1 shall not reduce
or cancel the Accrued Benefit of a Participant, which accrued prior to such
amendment or termination, or the manner of payment of such benefits which are
payable to a Participant, his Spouse or Beneficiary.

      6.2 Construction of this Plan shall be governed and construed and enforced
with the laws 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 venue is proper in such courts.

      6.3 The accounting period for the Plan shall be the annual period ending
on December 31.

      6.4 Nothing in this Plan, or any amendment thereto, shall give a
Participant, Key Executive Employee, Spouse, Beneficiary, employee of the
Company or an Affiliated Company or other person, a right unless it is
specifically provided or is accorded by the Company pursuant to this Plan.
Nothing in this Plan or any amendment thereto shall be construed as giving a
Participant the right to remain in the employment of the Company or an
Affiliated Company and all persons shall remain subject to discharge at any time
to the same extent as if this Plan had not been adopted.

      6.5 The terms of this Plan shall be binding upon the heirs, executors,
administrators, successors and assigns of all parties in interest.

<PAGE>

      6.6 Terms in the masculine shall be deemed to include the feminine, and
terms in the singular shall be deemed to include the plural and vice versa,
wherever the context so admits or requires.

      6.7 Any amount payable to or for the benefit of a minor, an incompetent
person or other person incapable of receipting therefor shall be deemed paid
when paid to such person's guardian or to the party providing or reasonably
appearing to provide for the care of such person, and such payment shall fully
discharge the Company, any Affiliated Company and the Board with respect
thereto.

      6.8 Neither a Participant nor any other person shall acquire any right,
title, or interest in or to any amount outstanding to the Participant's credit
under the Plan other than the actual payment of such portions thereof in
accordance with the terms of the Plan. This Plan shall not be deemed to
constitute or create a trust, or an escrow agreement or any type of fiduciary
relationship between the Company and a Participant and his Spouse and
Beneficiary; nor shall the benefits provided herein be deemed in any way to be
secured by any particular assets of the Company. The Participant's interest and
that of his Spouse shall be only the unsecured contractual right to receive the
benefits provided for herein.

      6.9 No right or benefit under this Plan shall be subject to anticipation,
alienation, sale, assignment, pledge, encumbrance or change, and any attempt to
anticipate, alienate, sell, assign, pledge encumber or change the same shall be
void. No right or benefit hereunder shall in any manner be liable for or subject
to the debts, contracts, liabilities or torts of the person entitled to such
benefit. If a Participant, his Spouse or Beneficiary shall become bankrupt or
attempt to anticipate, alienate, sell, assign, pledge, encumber or change any
right or benefit hereunder, then such right or benefit shall, in the discretion
of the Board, cease and terminate; and in such event, the Company may hold or
apply the same or any part thereof for the benefit of such Participant, his
Spouse or Beneficiary at any time and in such proportion as the Board may deem
proper. Notwithstanding anything in this Plan to the contrary, a payment may be
made to satisfy a domestic relations order within the meaning of Code Section
414(p)(1)(B); provided, however, that no Plan benefits shall be distributed
pursuant to such a domestic relations order before they would otherwise be
distributed to the Participant or his Beneficiary under the terms of the Plan.

      6.10 The cost of administering the Plan shall be paid by the Company.

      6.11 This Amendment and Restatement of the Plan shall become operative and
in effect as of January 1, 2005.

      6.12 The headings have been inserted for convenience only and shall not
affect the meaning or interpretation of the Plan.

      6.13 The parties hereto agree that the Company shall, without prejudice to
any other remedies, be entitled to injunctive relief for any breach of covenant
contained in this Plan.

      6.14 In the event a Key Executive Employee is also a member of the Board,
he shall not be eligible to participate in any determination reserved to the
Board under this Plan as it relates such Employee.

<PAGE>

      6.15 The Participant, his Spouse and any Beneficiary shall submit his
current mailing address to the Company. It shall be the duty of the Participant,
and his Spouse and any Beneficiary to notify Company promptly of any change of
address. In absence of such notice, the Company shall be entitled, for all
purposes, to rely on the last known address of the Participant, his Spouse or
any Beneficiary.

      6.16 If any provision of this Plan is found to be invalid, it will not
render the remainder of the Plan invalid.

      6.17 The Company shall have the right to withhold from any payment
hereunder any federal, state, or local taxes required by law to be withheld, or
require payment in the amount of such withholding.

      6.18 Subject to the approval by the Board, an Affiliated Company may adopt
this Plan for the benefit of one or more of its employees. In this event,
reference to the "Company" herein shall be deemed a reference to the Affiliated
Company which has adopted this Plan pursuant to this Section 6.18, where the
context so admits or requires.

      6.19 All notices, demands or other communications to be given or delivered
under or by reason of the provisions of this Plan shall be in writing and shall
be deemed to have been given when delivered personally; mailed by certified or
registered mail, return receipt requested and postage prepaid; delivered by a
nationally recognized overnight delivery service or sent by facsimile and
confirmed by first class mail, to the recipient. Such notices, demands and other
communications shall be sent to the parties at the addresses indicated below:

            (a) If to a Participant:   At the last known address of such person.
                his Spouse or
                Beneficiary

            (b) If to the Company:     Vice President - Human Resources
                                       Cass Information Systems, Inc.
                                       13001 Hollenberg Drive
                                       Bridgeton, Missouri  63044

or to such other address or to the attention of such other party as the
recipient party has specified by prior written notice to the sending party.

      IN WITNESS WHEREOF, the Company has caused this Cass Information Systems,
Inc. Supplemental Executive Retirement Plan to be executed by its President and
attested by its Secretary thereto duly authorized as of the day and year first
above written.

ATTEST:                                     CASS INFORMATION SYSTEMS, INC.


                                            By:
--------------------------------                --------------------------------
Secretary                                       President

<PAGE>

                               AGREEMENT SCHEDULE

                         Cass Information Systems, Inc.
                     Supplemental Executive Retirement Plan

      __________________________________________, (the "Participant"), an
employee of Cass Information Systems, Inc. (the "Company"), has been selected
and is hereby designated pursuant to a resolution adopted by the Board of
Directors of the Company to participate in the Cass Information Systems, Inc.
Supplemental Executive Retirement Plan ("Plan") effective ____________________,
200____.

      I have been furnished a copy of and have read and understand the Plan. I
hereby acknowledge my designation as a Participant in the Plan and agree to its
terms and elect to have my Plan benefits distributed as provided above.

      If you wish to accept the benefits of the Plan, please complete and
execute a copy of this schedule at the place indicated below.

         Dated this ______ day of ____________________, 200____.


                                         _______________________________________
                                         Participant

         Received this ____ day of __________ on behalf of the Company.


                                         By ____________________________________


                                         Title: ________________________________

<PAGE>

                         CASS INFORMATION SYSTEMS, INC.
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
                              BENEFIT ELECTION FORM

      I, ________________________ (the "Participant"), qualify for Early or
Normal Retirement under the Cass Information Systems, Inc. Supplemental
Executive Retirement Plan (the "Plan"). I hereby elect the following form of
benefit payments:

A.    Complete this section if you are not married:

      1.    ______      Normal Form (10 year certain, life annuity)
      2.    ______      Straight Life Annuity

If A.1.is selected, complete the following information regarding the contingent
beneficiary:


                   __________________________________________
                   Name


                   __________________________________________
                   Street Address


                   __________________________________________
                   City, State and Zip Code

B.    Complete this section if you are married:

      1.    ______      Normal Form - 100% joint and survivor annuity with your
                        spouse
      2.    ______      Straight Life Annuity
      3.    ______      Contingent Annuity with _______ [50%, 75% or 100%] to
                        beneficiary

If B.3. is selected, complete the following information regarding the contingent
beneficiary:


                   __________________________________________
                   Name


                   __________________________________________
                   Street Address


                   __________________________________________
                   City, State and Zip Code

If you do not complete this form, your benefits will be paid in the Normal Form.
All sums payable under the Plan by reason of your death shall be paid to your
beneficiary if he or she survives you.

<PAGE>

I have completed this election form this ______ day of _________________, 20__.


                                         _______________________________________
                                         Signature


                                         _______________________________________
                                         Print Name

CONSENT OF SPOUSE:

I am the spouse of the Participant. I hereby consent to the Participant's above
elections of form of benefits under the Plan and the Participant's designation
of beneficiary.


                                         _______________________________________
                                         Signature


                                         _______________________________________
                                         Print Name


                                         _______________________________________
                                         Date

STATE OF MISSOURI    )
                     )  SS:
COUNTY OF ST. LOUIS  )

      Before me, the undersigned, a Notary Public, personally appeared
__________________, who executed the above Consent of Spouse as a free and
voluntary act.

      IN WITNESS WHEREOF, I have signed my name and affixed my official notary
seal this _______ day of __________________, 20__.


                                         _______________________________________
                                         Notary Public

My Commission Expires:

Accepted on behalf of Cass Information Systems, Inc. this ____ day of
_______________, 20__.


                                         _______________________________________
                                         Signature


                                         _______________________________________
                                         Print Name


                                         _______________________________________
                                         Title