Exhibit 10.1 

CASS INFORMATION SYSTEMS, INC.

AMENDED AND RESTATED 
OMNIBUS STOCK
AND PERFORMANCE COMPENSATION PLAN 
RESTRICTED STOCK AGREEMENT


	Participant Name:  	 


	Date of Grant:  	 


	Number of Shares of Restricted Stock
      subject to this Award:  	 


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

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

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


1. Acceptance of
Award. This Award is to be accepted by
signing your name on the signature page of two copies of this 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
copies of this 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 Agreement will evidence your
acceptance on the terms and conditions stated in this Agreement. 

2. Issuance of Restricted
Stock. 

	       	(a)	       	Subject to the provisions of this
      Agreement and except as any of the Shares may be issued in book entry
      form, Cass shall issue and register on its books and records in your name
      a certificate (certificates) evidencing the number of Shares subject to
      this Award as set forth above. Each certificate shall bear a legend,
      substantially in the following form:
		 
		 	 	“THE SALE OR
      OTHER TRANSFER OF THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE,
      WHETHER VOLUNTARY, INVOLUNTARY, OR BY OPERATION OF LAW, IS SUBJECT TO
      CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE CASS INFORMATION SYSTEMS, INC. AMENDED AND RESTATED OMNIBUS STOCK AND PERFORMANCE COMPENSATION
      PLAN AND IN THE RESTRICTED STOCK AGREEMENT. A COPY OF THE PLAN AND SUCH
      RESTRICTED STOCK AGREEMENT MAY BE OBTAINED FROM THE SECRETARY OF CASS
      INFORMATION SYSTEMS, INC.”









Exhibit 10.1 

				The certificate(s) shall be
      retained by Cass (or its designee) until the time that all restrictions or
      conditions applicable to the Shares have been satisfied or lapsed. You
      agree to (i) deliver to Cass, as a precondition to the issuance of any
      certificate or certificates with respect to Unvested Shares, one or more
      stock powers, endorsed in blank, with respect to such Shares, (ii) sign
      such other powers, take such other actions as Cass may reasonably request
      to accomplish the transfer or forfeiture of any Unvested Shares that are
      forfeited under this Agreement and (iii) authorize Cass to cause such
      Unvested Shares to be cancelled or transferred in the event they are
      forfeited pursuant to this Agreement. As used in this Agreement, “Unvested
      Shares” means Shares which are subject to forfeiture under this
      Agreement.
				 
	      	(b)	      	If Unvested Shares are held in
      book entry form, Subsection 2(a) shall not be applicable and you agree
      that Cass may give stop transfer instructions to the depository of such
      Shares to ensure compliance with the provisions of this Agreement. You
      hereby (i) acknowledge that the Unvested 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 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 Agreement, and (iv) authorize Cass to
      cause such Shares to be cancelled or transferred in the event they are
      forfeited pursuant to this Agreement.


3. 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 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 and you
      shall comply with the provisions of Sections 2(a) or (b), as appropriate,
      with respect to such additional Shares. 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.


2








Exhibit 10.1 

	      	(c)	      	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.
		 
		(d)		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 applicable state laws of descent
      and distribution.


4. Lapse of Restrictions and Delivery
of Shares of Restricted Stock. 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
applicable Shares and Cass shall deliver the Shares subject to this Award to
you, pursuant to the vesting schedule described on the Exhibit A attached to
this Agreement. 

Cass shall deliver the Shares to you by
transferring certificates to you evidencing your ownership of the Shares without
the legend provided by Section 2(a) but with any legend required by federal and
state securities laws. The appropriate officers of Cass may, in their
discretion, cause the Shares as described in this Section 4 to instead be held
in book entry form in your name without the restrictions imposed by this
Agreement. 

5. Effect of Death, Total Disability
or Change of Control. If you die while in the
employment or service of Cass or its Subsidiaries, the Restriction Period will
lapse with respect to all outstanding Shares and Cass shall deliver the Shares
subject to this Award to your Designated Beneficiary or as provided in Section
3(d) 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 while you are
employed by or in the service of Cass or its Subsidiaries, the Restriction
Period will lapse with respect to all outstanding Shares and Cass shall deliver
the Shares subject to this Award to you. Subsequently, such Shares shall not be
subject to forfeiture after the occurrence of your Total Disability or a Change
of Control. Shares transferred pursuant to this Section 5 shall be delivered in
the same manner as provided in Section 4. 

3 







Exhibit 10.1 

6. Effect of Other Causes of
Termination of Employment. 

	      	(a)	      	If your employment or service
      with Cass or any of its Subsidiaries terminates prior to the lapse of
      restrictions on Shares in accordance with Section 4 other than by reason
      of your death, Total Disability or after a Change of Control, you shall
      forfeit all such Shares.
		 
		(b)		For the purposes of this
      Agreement, 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.
		 
		(c)		Notwithstanding anything in this
      Agreement to the contrary, no Shares shall be delivered to you under this
      Agreement if your employment or service with Cass or a Subsidiary is
      Terminated for Cause including Termination for
Cause.


7. 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.

8. 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 20. 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 20.


9. Employment and Service.
Nothing contained in this 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.

10. Listing: Securities
Considerations. Despite anything else in this
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.

4 







Exhibit 10.1 

11. 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. 

12. 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. 

13. 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 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.
		 
		(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.


14. 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. 

5 







Exhibit 10.1 

15. 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.

16. 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. 

17. 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. 

18. Descriptive
Headings. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement. 

19. Notices; Electronic
Delivery. All notices, demands or other
communications to be given or delivered under or by reason of the provisions of
this 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



6








Exhibit 10.1 

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 19. 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. 

20. 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.


21. 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. 

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:   	 		



7








Exhibit 10.1 

CASS INFORMATION SYSTEMS, INC.

AMENDED AND RESTATED 
OMNIBUS STOCK
AND PERFORMANCE COMPENSATION PLAN 
RESTRICTED STOCK AGREEMENT

BENEFICIARY DESIGNATION


To the Secretary of Cass Information
Systems, Inc. (“Cass”) 

Pursuant to the provisions of the Cass
Information Systems, Inc. Amended and Restated Omnibus Stock and Performance
Compensation Plan (“Plan”), permitting the designation of a Beneficiary or
Beneficiaries by a Participant, I hereby designate the following person, persons
or trust as Primary and Secondary Designated Beneficiaries of my benefits under
the Plan and the Cass Information Systems, Inc. Amended and Restated Omnibus
Stock and Performance Compensation Plan Restricted Stock Agreement (“Agreement”)
between Cass and me dated __________, 20____ payable by reason of my death:


Primary Beneficiary [include address
and relationship]: 


Secondary Beneficiary [include
address and relationship]: 


I RESERVE THE RIGHT TO REVOKE OR
CHANGE ANY BENEFICIARY DESIGNATION. I HEREBY REVOKE ALL PRIOR DESIGNATIONS (IF
ANY) OF PRIMARY BENEFICIARIES AND SECONDARY BENEFICIARIES. 

Cass shall cause all Shares of Cass
stock to be transferred by reason of my death pursuant to the Agreement to the
Primary Beneficiary, if he, she or it survives me, and if no Primary Designated
Beneficiary shall survive me, then to my Secondary Designated Beneficiary, and
if no named Designated Beneficiary survives me, then all Shares shall be
transferred in accordance with the terms of the Agreement. 

	Date of this
      Designation	        	Signature of
      Participant



NOTE: Unless the Participant provides
otherwise in completing this Beneficiary Designation, Cass shall transfer all
Shares of Cass stock to be transferred to more than one Designated Beneficiary
equally to the living Designated Beneficiaries. 

*    
*     *     *     *


This Beneficiary Designation was
received on behalf of Cass this _____day of ____________, 20____. 


	By:	 
	Title:   	 










Exhibit 10.1 

CASS INFORMATION SYSTEMS, INC.

AMENDED AND RESTATED
OMNIBUS STOCK
AND PERFORMANCE COMPENSATION PLAN 

EXHIBIT A 

As described in Section 4 of this
Agreement, the vesting schedule applicable to the Shares subject to this
Agreement shall be as follows: