Exhibit 10.9

CASS INFORMATION SYSTEMS,
INC.
AMENDED AND RESTATED 
OMNIBUS STOCK AND PERFORMANCE COMPENSATION PLAN
RESTRICTED STOCK AWARD
AGREEMENT


	
      Participant Name:  
	 


	Date of
      Grant:  	 


	Number of
      Restricted Shares/Units subject to this Award:  	 


We are pleased to inform
you that, as an employee of Cass Information Systems, Inc. (“Cass” or “the
Company”) or one of its Subsidiaries, you are granted an Award of Time Based
Restricted Stock Units (RSUs) and Performance-Based Restricted Shares
(“Performance Shares”) under the Cass Information Systems, Inc. Amended and
Restated Omnibus Stock and Performance Compensation Plan (the “Plan”). Each RSU
or Performance Share under this Award is equivalent to one share of Cass common
stock (“Stock”), $0.50 par value per share. This Award Agreement is subject to
your acceptance as provided in Section 1 below and the terms and conditions that
follow in this Award Agreement. 

The date of the Award
evidenced by this Award Agreement (the “Date of Grant”) is set forth above.


The terms and conditions of
this Award Agreement, including non-standard provisions permitted by the Plan,
are set forth below. 

	1.	      	Acceptance of Award. This Award Agreement is to be accepted by signing your name on the
      signature page of this Award Agreement and causing them to be delivered to
      the Secretary of Cass, 12444 Powerscourt Drive, Suite 550, St. Louis, MO
      63131, before 4:30 p.m. Central time on the 30th day after the Date of
      Grant. If the Secretary does not receive your properly signed copy of this
      Award Agreement before the time and date specified in the previous
      sentence, then, despite anything else provided in this Agreement, this
      Award will be void as if it was never awarded to you and will be of no
      effect. Your signing and timely delivering the copies of this Award
      Agreement will evidence your acceptance on the terms and conditions stated
      in this Award Agreement.
	 
	2.		Vesting
      and Forfeiture of Restricted Stock
	  
			a.	      	Vesting of
      Time-Based RSUs. With
      respect to forty percent (40%) of your Award covering ______ RSUs will
      vest and become immediately transferrable on __________ (“Vesting Date”)
      which is three years from the date of grant (“Restriction Period”), if you
      remain employed through the Vesting Date, the Restriction Period will
      lapse with respect to applicable Time-Based RSUs and Cass shall deliver
      the equivalent number of shares of Stock to you effective three years from
      the date of grant. Cass shall deliver the Stock to you as explained in
      Section 3 of this Award Agreement.
	 
			b.		Vesting of
      Performance-Based Restricted Shares. With respect to sixty percent (60%) of your
      Award covering ____ Performance Shares will vest and immediately become
      transferrable on _______,____ (“Vesting Date”) in an amount, if any, based
      on the achievement of the performance goals set forth in Section
      2.b.(i)-(iv) below. Any Performance Shares which do not become vested
      because of the failure to achieve these performance goals for the
      Performance Period shall be forfeited. 











	                 
    	i.	      	The percentage of
      Performance Shares shall vest based on achievement of earnings per share
      (“EPS”) and return on equity (“ROE”) goals over the Performance Period
      described below, as indicated in the table below. Each factor will be
      weighted 50% in determining the total percentage of Shares
    earned.



	                 
    	Performance Period:	      	Beginning	      	January 1, 2017
	 			Ending		December 31,
    2019
		 
				50%		100%	      	150%
		 		Threshold		Target		Maximum
		Earnings per Share (EPS)		$X.XX		$X.XX		$X.XX
		Return on Equity (ROE)		XX%		XX%		XX%



	                 
    	ii.	      	The percentage earned
      related to EPS goals shall be determined based on the cumulative EPS for
      the 3 year Performance Period. 100% will be earned if the Company achieves
      target performance, 50% shall be earned if the Company achieves threshold
      performance and a maximum of 150% of the Performance Shares shall be
      earned if the Company achieves maximum or better performance. Performance
      that falls between threshold and target or target and maximum performance
      shall be interpolated between the respective percentages. Any performance
      that falls below threshold will result in 0% earned attributable to EPS
      performance.
		 
		iii.		The percentage earned
      related to ROE goals shall be based on the average ROE measured by
      calculating the average of each of the calendar year’s annual average ROE
      calculations over the 3 year Performance Period. 100% will be earned
      if the Company achieves target performance, 50% shall be earned if the
      Company achieves threshold performance and a maximum of 150% of the
      Performance Shares will be earned if the Company achieves maximum or
      better performance. Performance that falls between threshold and target or
      target and maximum performance shall be interpolated between the
      respective percentages. Any performance that falls below threshold will
      result in 0% earned attributable to ROE performance.
		 
		iv.		A weighting of 50%
      will be applied to each of the percentages earned related to EPS and ROE
      performance to determine the total percentage earned. The number of
      Performance Shares earned will then be determined by taking the number of
      Performance Shares awarded, stated in Section 2.b., multiplied by the
      total percentage earned. Any resulting partial shares will be rounded to
      the nearest whole share. 


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    	v.	      	EPS and average ROE
      shall be determined based on generally accepted accounting principles
      (“GAAP”) and may be adjusted for extraordinary items as determined by the
      Company’s Board of Directors. Extraordinary items shall mean
      extraordinary, unusual and/or non-recurring items, including but not
      limited to: restructuring or restructuring-related charges, gains or
      losses attributable to the disposition of a business or major asset,
      resolution and/or settlement of litigation and other legal proceedings or
      any other such income or expense related item that the Board of Directors
      has determined to be of an unusual or extraordinary nature.
		 
		vi.		Unless previously
      forfeited or transferred on account of your death, Total Disability or a
      Change in Control, the Restriction Period will lapse with respect to the
      applicable Performance Shares earned, as described in Sections 2.b (i) –
      (v), and Cass shall deliver the shares of Stock to you effective on the
      Vesting Date which is three years from the date of grant, subject to
      approval and certification of performance results by the Board of
      Directors. In the event delays are experienced in certifying the
      performance results, beyond the Vesting Date, once such results are in
      fact certified, vesting shall occur retroactively back to the Vesting
      Date. Cass shall deliver the shares of Stock to you as described in
      Section 3 of this Award Agreement.





	3.	        	Issuance of Restricted
      Shares




	         	a.	     	Time-Based RSUs
      shall mean a nonvoting unit
      of measurement which is deemed for bookkeeping purposes to be equivalent
      to one outstanding share of Cass common stock, $0.50 par value per share,
      solely for purposes of the Plan or this Award Agreement. The RSUs shall be
      used solely as a device for the determination of the payment to eventually
      be made to the recipient if such RSUs vest pursuant to this Award
      Agreement. The RSUs shall not be treated as property or as a trust of any
      kind. RSUs shall be a bookkeeping entry subject to the restrictions of
      this Award Agreement until such time the RSUs have vested, as explained in
      Section 2(a) or vest as a result of your death, Total Disability or a
      Change in Control, as explained in Section 4.a.
		 
		b.		Performance-Based
      Restricted Shares shall not
      be issued until such time the Performance Period has ended and the Board
      of Directors have certified the performance results and approved the
      issuance of Stock on account of the vesting of Performance Shares earned,
      as described in Section 2.b (2.b.i) – (2.b.v). As soon as practicable
      following the certification of results, lapse of restrictions and
      subsequent vesting of Performance Shares, Cass shall provide instructions
      to the depository institution (or other institution specified by Cass) to
      issue to recipient shares of Stock earned in book entry form without
      restriction. The delivery of shares of Stock in the event of a Death,
      Total Disability or a Change of Control is set forth in Section 4.b.
      below. 


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	4.	        	Effect
      of Death, Total Disability or Change of Control. 
	  
			a.	      	Time-Based
      RSUs. If you die while in the
      employment or service of Cass or its Subsidiaries, the Restriction Period
      will lapse with respect to all outstanding Time-Based RSUs and Cass shall
      deliver the shares of Stock subject to this Award Agreement to your
      Designated Beneficiary or as provided in Section 6.e. if a Beneficiary has
      not been designated, has died or cannot be located. Subsequently, such
      RSUs shall not be subject to forfeiture after your death. If you become
      Totally Disabled or a Change of Control occurs, that results in
      termination of service, while you are employed by or in the service of
      Cass or its Subsidiaries, the Restriction Period will lapse with respect
      to all outstanding Time-Based RSUs and Cass shall deliver the shares of
      Stock subject to this Award Agreement to you. Subsequently, such RSUs
      shall not be subject to forfeiture after the occurrence of your Total
      Disability or a Change of Control occurs that results in termination of
      service and such Stock shall be delivered in the same manner as provided
      in this Section 2.
	 
			b.		Performance-Based Restricted Shares. If you die or become Totally Disabled while
      in the employment or service of Cass or its Subsidiaries, all outstanding
      Performance Shares shall vest in accordance with the normal terms of this
      Award Agreement as described in Section 2.b. In the case of your death
      Cass shall deliver the stock related to Performance Shares that have
      vested to your Designated Beneficiary or as provided in Section 6.e. if a
      Beneficiary has not been designated, has died or cannot be located. If a
      Change in Control occurs, that results in termination of employment,
      during the Performance Period all outstanding Performance Shares will
      immediately vest and restrictions shall lapse at the Target Performance
      level and Cass shall deliver the shares of Stock to the recipient as
      explained in Section 3.b. as if the Restriction Period has
      ended.





	5.	      	Termination of Employment. If your employment or service with Cass or
      any of its Subsidiaries terminates, as described in Section 7, prior to
      the Vesting Date of RSUs or Performance Shares in accordance with Section
      2 other than by reason of your death, Total Disability, after a Change of
      Control or Normal Retirement, as described in Section 9, you shall forfeit
      all such RSUs and Performance Shares. 
			 
	6.
      		Restrictions. In
      association with the other terms of this Award Agreement and in accordance
      with the Plan, the RSUs and Performance Shares shall be subject to the
      following restrictions:
	  
			a.	      	Neither the RSU or Performance Shares or any
      interest in them or any other rights under this Agreement may be sold,
      transferred, donated, exchanged, pledged, hypothecated, assigned, or
      otherwise transferred, alienated or encumbered, by operation of law or
      otherwise, until (and then only to the extent of) the shares of 
      Stock are delivered to you or, in the event of your death, your Designated
      Beneficiary or Beneficiaries or testamentary transferee or
      transferees.


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	         	b.	      	You shall have, with
      respect to the Performance-Based Shares, none of the rights of a holder of
      Stock, including the right to vote such Stock and to earn any cash
      dividends thereon, until such Performance Shares have vested and
      restrictions lifted. Additional shares of Stock resulting from adjustments
      under Section XII of the Plan with respect to Performance Shares subject
      to this Award Agreement shall be treated as additional Performance Shares
      subject to the same restrictions and other terms of this Award
      Agreement.
		 
		c.		You shall have, with
      respect to RSUs, none of the rights of a holder of Stock, including the
      right to vote. Notwithstanding the preceding, dividends paid on Stock
      which are represented by RSUs will be accrued, but not paid, during the
      Restriction Period. To the extent that such RSUs become vested in
      accordance with Sections 2(a) or 4(a), such accrued dividends will be paid
      in cash to you at the time the Stock, related to the vesting of RSUs, is
      paid to you.
		 
		d.		During your lifetime,
      Stock shall only be delivered to you. Any Stock transferred in accordance
      with this Award Agreement shall continue to be subject to the terms and
      conditions of this Award Agreement. Any transfer permitted under this
      Award Agreement shall be promptly reported in writing to Cass’s
      Secretary.
		 
		e.		You may designate a
      beneficiary or beneficiaries (“Designated Beneficiary or Beneficiaries”)
      on the Designated Beneficiary form attached to this Agreement to receive
      Stock for Performance Shares or RSUs which vest on your death. If you do
      not complete the Beneficiary Designation form or if, after your death,
      your Designated Beneficiary or Beneficiaries has or have died or cannot be
      located, Stock for Performance Shares or RSUs which become vested on your
      death shall be transferred in accordance with your will or, if you have no
      will, in accordance with the terms of the Plan.





	7.	      	Effect of Other Causes of
      Termination of Employment. The following occurrences will result in the
      forfeiture of all outstanding Performance Shares or
      RSUs:
	   
			a.	      	You terminate employment prior to Normal
      Retirement, as described in Section 9 of this Award Agreement. For these
      purposes, employment terminations shall not include those due to death,
      Total Disability or a Change in Control.
					 
			b.		Your employment or service by
      a Subsidiary of Cass shall be considered terminated on the date that the
      company for which you are employed or serve is no longer a Subsidiary of
      Cass, for reasons other than a Change in Control.
					 
			c.		Notwithstanding anything in
      this Award Agreement to the contrary, your employment or service with Cass
      or a Subsidiary is Terminated for
Cause.





	8.	      	Transfer of Employment; Leave of
      Absence. A transfer of your
      employment from Cass to a Subsidiary or vice versa, or from one Subsidiary
      to another, without an intervening period, shall not be deemed a
      termination of employment. If you are granted an authorized leave of
      absence, you shall be deemed to have remained in the employ or service of
      the company by which you are employed or of which you serve as a director
      during such leave of
absence.


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	9.	      	Normal
      Retirement. Voluntary
      resignation upon reaching age 65 with a minimum of 5 years of service
      shall be determined to be Normal Retirement for Plan purposes. Upon
      satisfying the age and service requirement for Normal Retirement, all
      Performance Shares and RSUs granted in this Award Agreement shall no
      longer be subject to forfeiture, though such Performance Shares and RSUs
      shall not be paid in Stock until the Vesting Date described in Section
      2.a. of this Award Agreement.
	 
	10.		Tax
      Matters.
	 
			a.	      	Federal income and
      employment tax withholding (and state and local income tax withholding, if
      applicable) may be required with respect to any income and employment tax
      recognized when Performance Shares and RSUs are no longer subject to
      forfeiture or become vested. You agree to deliver to Cass only the amounts
      the Committee determines should be withheld, provided, however, that you
      may pay a portion or all of such withholding taxes by electing to have (i)
      Cass withhold a portion of the Stock that would otherwise be delivered to
      you or (ii) you can deliver to Cass, Stock that you have owned for at
      least six months, in either case, having a Fair Market Value (as of the
      date that the amount of taxes is to be withheld) in the sum of the amount
      to be withheld plus reasonable expenses of selling such Stock, and
      provided further that your election shall be irrevocable and subject to
      the approval of the Committee. If the cessation of forfeiture conditions
      for Performance Shares and RSUs results in employment tax liability, you
      authorize Cass to withhold necessary employment taxes from other
      compensation, including wages, paid to you by Cass.
	 
			b.		You should consult
      with your tax advisor regarding the tax consequences of receiving
      Performance Shares and making the election described in Section
    22.
	 
	11.		Employment and Service. Nothing contained in this Award Agreement or the Plan shall confer
      any right to continue in the employ or other service of Cass or any of its
      Subsidiaries or limit in any way the right of Cass or a Subsidiary to
      change your compensation or other benefits or to terminate your employment
      or other service with or without Cause.
	 
	12.		Listing:
      Securities Considerations. Despite anything else in this Award Agreement, if at any time the
      Board determines, in its sole discretion, the listing, registration or
      qualification (or an updating of any such document) of the Performance
      Shares or RSUs issuable under this Agreement is necessary on any
      securities exchange or under any federal or state securities or blue sky
      law, or that the consent or approval of any governmental regulatory body
      is necessary or desirable as a condition of, or in connection with the
      issuance of the Performance Shares or RSUs, or the removal of any
      restrictions imposed on such Performance Shares or RSUs, such Performance
      Shares or RSUs shall not be issued, in whole or in part, or the
      restrictions on the Performance Shares or RSUs removed, unless such
      listing, registration, qualifications, consent or approval shall have been
      effected or obtained free of any conditions not acceptable to Cass.
    


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	13.	      	Clawback
      Policy. Notwithstanding any
      provision to the contrary, in the event Cass materially restates its
      financial statements, the result of which is that the Award described
      herein would have been lesser if calculated based on restated results, the
      Compensation Committee shall have the discretion to rescind, revoke,
      adjust or otherwise modify the Award. Such action will be taken consistent
      with the Compensation Committee’s governing Clawback Policy, a copy of
      which is available from the Secretary of Cass upon request.
	 
	14.		Binding
      Effect. This Award
      Agreement shall inure to the benefit of and be binding on the parties to
      this Award Agreement and their respective heirs, executors,
      administrators, legal representatives and successors. Without limiting the
      generality of the foregoing, whenever the term “you” is used in any
      provision of this Award Agreement under circumstances where the provision
      appropriately applies to the heirs, executors, administrators, or legal
      representatives to whom Stock related to the vesting of Performance Shares
      and RSUs may be transferred by the Beneficiary Designation, will or the
      laws of descent and distribution, the term “you” shall be deemed to
      include such person or persons.
	 
	15.		Plan
      Provisions Govern.
	 
			a.	      	This Award Agreement
      is subject to the terms, conditions, restrictions and other provisions of
      the Plan as if all those provisions were set forth in their entirety in
      this Award Agreement. If any provision of this Award Agreement conflicts
      with a provision of the Plan, the Plan provision shall
  control.
	 
			b.		You acknowledge that
      a copy of the Plan and a prospectus summarizing the Plan was distributed
      or made available to you and that you were advised to review that material
      before entering into this Award Agreement. You waive the right to claim
      that the provisions of the Plan are not binding on you and your heirs,
      executors, administrators, legal representatives and
  successors.
	 
			c.		Capitalized terms
      used but not defined in this Award Agreement have the meanings given those
      terms in the Plan.
	 
			d.		By your signature
      below, you represent that you are familiar with the terms and provisions
      of the Plan, and hereby accept this Award Agreement subject to all of the
      terms and provisions of the Plan. You have reviewed the Plan and this
      Award Agreement in their entirety and fully understand all provisions of
      the Plan and this Award Agreement. You agree to accept as binding,
      conclusive and final all decisions or interpretations of the Committee on
      any questions arising under the Plan or this Award Agreement.
	 
	16.		Governing Law and Venue. This Award Agreement shall be governed by and construed in
      accordance with the laws of the State of Missouri despite any laws of that
      state that would apply the laws of a different state. In the event of
      litigation arising in connection with this Award Agreement and/or the
      Plan, the parties hereto agree to submit to the jurisdiction of state and
      Federal courts located in Missouri.


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	17.	      	Severability.
      If any term or provision of
      this Award Agreement, or the application of this Award Agreement to any
      person or circumstance, shall at any time or to any extent be invalid,
      illegal or unenforceable in any respect as written, both parties intend
      for any court construing this Award Agreement to modify or limit that
      provision so as to render it valid and enforceable to the fullest extent
      allowed by law. Any provision that is not susceptible of reformation shall
      be ignored so as to not affect any other term or provision of this Award
      Agreement, and the remainder of this Award Agreement, or the application
      of that term or provision to persons of circumstances other than those as
      to which it is held invalid, illegal or unenforceable, shall not be
      affected thereby and each term and provision of this Awarrd Agreement
      shall be valid and enforceable to the fullest extent permitted by
      law.
	 
	18.		Entire Agreement;
      Modification. The Plan and
      this Award Agreement contain the entire agreement between the parties with
      respect to the subject matter contained in this Award Agreement and it may
      not be modified, except as provided in the Plan, as it may be amended from
      time to time in the manner provided in the Plan, or in this Award
      Agreement, as it may be amended from time to time by a written document
      signed by each of the parties to this Award Agreement. Any oral or written
      agreements, representations, warranties, written inducements, or other
      communications with respect to the subject matter contained in this Award
      Agreement made before the signing of this Award Agreement shall be void
      and ineffective for all purposes.
	 
	19.		Counterparts.
      This Award Agreement may be
      executed simultaneously in two or more counterparts, each of which shall
      constitute an original, but all of which taken together shall constitute
      one and the same Award Agreement.
	 
	20.		Descriptive
      Headings. The descriptive
      headings of this Award Agreement are inserted for convenience only and do
      not constitute a part of this Award Agreement.
	 
	21.		Notices;
      Electronic Delivery. All
      notices, demands or other communications to be given or delivered under or
      by reason of the provisions of this Award Agreement 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
    you:	
	 	 
		b.	If to the
      Company:         	Secretary
				Cass Information
      Systems, Inc.
			 	12444 Powerscourt
      Drive, Suite 550
				St. Louis,
      Missouri 63131



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			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. You agree during the term of
      this Award Agreement to keep Cass informed of your current mailing address
      and of receiving written notice from Cass in accordance with this Section
      21. In lieu of receiving documents in paper format, you agree, to the
      fullest extent permitted by law, to accept electronic delivery of any
      documents that may be required to be delivered to you (including, but not
      limited to, prospectuses, prospectus supplements, grant or award
      notifications and agreements, account statements, annual and quarterly
      reports, and all other forms of communications) in connection with this
      and any other award made or offered by Cass. Electronic delivery may be
      via electronic mail system or by reference to a location on a Cass
      intranet to which you have access. You hereby consent to any and all
      procedures Cass has established or may establish for an electronic
      signature system for delivery and acceptance of any such documents that
      may be required to be delivered to you, and agree that your electronic
      signature is the same as, and shall have the same force and effect as,
      your manual signature. 
			 
	22.	      	Section 83(b)
      Election. In the event you
      make an election under Section 83(b) of the Internal Revenue Code of 1986,
      as amended, with respect to Performance Shares, the parties hereto shall
      cooperate to insure such election is effective.
	 
	23.		Authority to
      Receive Payments. Any
      amount payable to or for the benefit of a minor, an incompetent person or
      other person incapable of receiving such payment shall be deemed paid when
      paid to the conservator of such person’s estate or to the party providing
      or reasonably appearing to provide for the care of such person, and such
      payment shall fully discharge Cass and Members of the Committee and the
      Board with respect thereto.
	 
	24.		Data Privacy.
      By executing this Award
      Agreement and participating in the Plan, you hereby explicitly and
      unambiguously consent to the collection, use, processing and transfer, in
      electronic or other form, of personal data by and among, as applicable,
      your employer, administrative agents and Cass and other subsidiaries for
      the exclusive purpose of implementing, administering and managing your
      participation in the Plan. You understand that administrative agents,
      Cass, your employer and other subsidiaries may hold certain personal
      information about you, including your name, home address and telephone
      number, date of birth, social security number or other identification
      number, salary/compensation, nationality, job title, any stock or
      directorships held in Cass, details of Performance Shares and RSUs
      awarded, canceled, purchased or outstanding in your favor, for the purpose
      of managing and administering the Plan. You further understand that some
      or all related data may be transferred to any third parties assisting Cass
      in the implementation, administration and management of the Plan. You
      understand that these recipients may be located in your country of
      residence, or elsewhere, and that the recipient’s country may have
      different data privacy laws and protections than your country of
      residence. You authorize the recipients to receive, possess, use, retain
      and transfer related data, in electronic or other form, for the purposes
      of implementing, administering and managing your participation in the
      Plan. You understand that withdrawing your consent may affect your ability
      to participate in the Plan.


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In Witness Whereof, the
parties have caused this Award Agreement to be signed and delivered as of the
day and year first above written. 

	CASS
      INFORMATION SYSTEMS, INC.	      	PARTICIPANT
	 
	 
	 
	 		 
	Signature		Signature
	By:	 		Date:
       	 
	Title:  			
	Date: 	 		



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