Exhibit 10.8 

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 subject to this Award:  	 



We are pleased to inform
you that, as an employee or director of Cass Information Systems, Inc. (“Cass”
or “the Company”) or one of its Subsidiaries, you are granted an Award of
Restricted Shares (“Shares”) under the Cass Information Systems, Inc. Amended
and Restated Omnibus Stock and Performance Compensation Plan (the “Plan”). Each
Share under this Award represents one share of Cass common 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 Restricted Shares. With respect to forty percent (40%) of your Award Shares covering
      ______ Shares (“Time Based Restricted Shares”) 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 Restricted Shares and Cass shall deliver
      the Shares to you effective three years from the date of grant. Cass shall
      deliver the Shares 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 Shares covering ____ Shares, (“Performance-Based Restricted
      Shares”), such 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-Based Restricted 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-Based Restricted 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 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 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 Shares
      earned will then be determined by taking the number of Performance-Based
      Restricted 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-Based Restricted Shares earned, as described in
      Sections 2.b (i) – (v), and Cass shall deliver the Shares 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 to you as described in Section 3 of
      this Award Agreement.
		 


	3.	      	Issuance
      of Restricted Shares
	 
			a.	      	Time-Based
      Restricted Shares shall be
      held in book entry form on the books of Cass’s depository (or another
      institution specified by Cass) subject to the restrictions of this Award
      Agreement until such time the Shares 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. As soon as practicable following the
      lapse of restriction provisions and subsequent Vesting of Shares Cass
      shall give transfer instructions to the institution holding the Shares in
      book entry form so that the Shares are transferred to you or your
      designated beneficiary, if applicable, without restriction.
	 
					You hereby (i)
      acknowledge that Shares may be held in book entry form on the books of
      Cass’s depository (or another institution specified by Cass), (ii)
      irrevocably authorize Cass to take such actions as may be necessary or
      appropriate to effect a transfer or cancellation of the record ownership
      of any such Unvested Shares that are forfeited in accordance with this
      Award Agreement, (iii) agree to take such other actions as Cass may
      reasonably request to accomplish the forfeiture of any Unvested Shares
      that are forfeited under this Award Agreement, and (iv) authorize Cass to
      cause such Shares to be cancelled or transferred in the event they are
      forfeited pursuant to this Award Agreement. For the purposes of this Award
      Agreement, unvested shares shall mean these shares which were not yet
      vested pursuant to the terms of this Award
Agreement.


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			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 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 Shares, Cass shall provide instructions to the
      depository institution (or other institution specified by Cass) to issue
      to recipient Shares earned in book entry form without restriction. The
      delivery of Shares in the event of a Death, Total Disability or a Change
      of Control is set forth in Section 4 below.
					 
	4.		Effect of Death, Total Disability or Change of
      Control.
	 
		      	a.		Time-Based
      Restricted Shares. 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
      Restricted Shares and Cass shall deliver the Shares 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 Shares 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 Restricted Shares and Cass
      shall deliver the Shares subject to this Award Agreement to you.
      Subsequently, such Shares 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 shares 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-Based Restricted 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
      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-Based Restricted Shares will immediately vest and restrictions
      shall lapse at the Target Performance level and Cass shall deliver the
      shares 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 of 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
      Shares.



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	6.	      	Restrictions.
      In association with the
      other terms of this Agreement and in accordance with the Plan, the Shares
      shall be subject to the following restrictions:
	 


	     
      	a.	      	Neither (i) the
      Shares or any interest in them, (ii) the right to vote the Shares, (iii)
      the right to receive dividends on the Shares, or (iv) 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 are delivered to you or, in the event of your death,
      your Designated Beneficiary or Beneficiaries or testamentary transferee or
      transferees.
		 
		b.		You shall have, with
      respect to the Time-Based Restricted Shares, all of the rights of a holder
      of Shares, including the right to vote such Shares and to earn any cash
      dividends thereon, except as otherwise provided in the Plan. Additional
      Shares of Cass common stock resulting from adjustments under Section XII
      of the Plan with respect to Shares subject to this Agreement shall be
      treated as additional Shares subject to the same restrictions and other
      terms of this Award. Cash dividends paid on Unvested Shares are taxable to
      you as compensation income, and not dividend income, and are deductible by
      Cass or its Subsidiaries for income tax purposes as compensation income.
      Such dividends may be paid to you at the time they are paid to other
      holders of shares of Cass Common Stock or may be retained by Cass and
      payable subject to fulfillment of the terms and conditions of this
      Agreement.
		 
		c.		You shall have, with
      respect to the Performance-Based Shares, none of the rights of a holder of
      Shares, including the right to vote such Shares and to earn any cash
      dividends thereon, until such shares have vested and restrictions lifted.
      Additional Shares of Cass common stock resulting from adjustments under
      Section XII of the Plan with respect to Shares subject to this Agreement
      shall be treated as additional Shares subject to the same restrictions and
      other terms of this Agreement.
				 
		d.		During your lifetime,
      Shares shall only be delivered to you. Any Shares transferred in
      accordance with this Agreement shall continue to be subject to the terms
      and conditions of this Agreement. Any transfer permitted under this
      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
      Shares 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, Shares 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.


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	7.	      	Effect
      of Other Causes of Termination of Employment.
	 
			a.	      	You voluntarily
      terminate employment prior to normal retirement age, as described in
      Section 9 of this Award Agreement.
	 
			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 including
      Termination 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.
	 
	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 conditions for normal retirement, all
      Shares granted in this Award Agreement shall no longer be subject to
      forfeiture, though such Shares shall not become fully transferrable until
      the Vesting Date described in Section 2 of this Award
  Agreement.
	 
	10.		Tax
      Matters.
	 
			a.		Federal Income tax
      withholding (and state and local income tax withholding, if applicable)
      may be required with respect to the taxation of income realized when
      restrictions are removed from the Shares or in the event you make the
      election described in Section 21. 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 Shares that would otherwise be
      delivered to you or (ii) you can deliver to Cass Shares 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 Shares,
      and provided further that your election shall be irrevocable and subject
      to the approval of the Committee.
	 
			b.		You should consult
      with your tax advisor regarding the tax consequences of receiving shares
      and making the election described in Section 21.
	 
	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.


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	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 Shares 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 Shares, or the
      removal of any restrictions imposed on such Shares, such Shares shall not
      be issued, in whole or in part, or the restrictions on the Shares removed,
      unless such listing, registration, qualifications, consent or approval
      shall have been effected or obtained free of any conditions not acceptable
      to Cass.
	 
	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 Agreement
      shall inure to the benefit of and be binding on the parties to this
      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
      Agreement under circumstances where the provision appropriately applies to
      the heirs, executors, administrators, or legal representatives to whom
      Shares 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 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 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 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 Agreement have the meanings given those terms
      in the Plan.


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		      	d.	     	By your signature
      below, you represent that you are familiar with the terms and provisions
      of the Plan, and hereby accept this Agreement subject to all of the terms
      and provisions of the Plan. You have reviewed the Plan and this Agreement
      in their entirety and fully understand all provisions of the Plan and this
      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 Agreement.
	 
	16.		Governing Law and Venue. This 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 Agreement and/or the Plan, the parties
      hereto agree to submit to the jurisdiction of state and Federal courts
      located in Missouri.
	 
	17.		Severability. If any
      term or provision of this Agreement, or the application of this 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 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
      Agreement, and the remainder of this 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 Agreement shall be valid and
      enforceable to the fullest extent permitted by law.
	 
	18.		Entire
      Agreement; Modification. The Plan and this Agreement contain the entire agreement between
      the parties with respect to the subject matter contained in this 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
      Agreement, as it may be amended from time to time by a written document
      signed by each of the parties to this Agreement. Any oral or written
      agreements, representations, warranties, written inducements, or other
      communications with respect to the subject matter contained in this
      Agreement made before the signing of this Agreement shall be void and
      ineffective for all purposes.
	 
	19.		Counterparts. This
      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 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 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 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 shares 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 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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