EX-4.6



 Exhibit 4.6 
  

							
	 6.00% SERIES B

NON-CUMULATIVE PERPETUAL
 PREFERRED
STOCK
	 		 		 	
				
	 PAR VALUE $1.00

PER SHARE
	 		 		 	
				
	 Certificate

Number

PB00000000
	 		 		 	Shares

 Commerce Bancshares, Inc. 

INCORPORATED UNDER THE LAWS OF THE STATE OF MISSOURI 
  

							
	THIS CERTIFIES THAT	 		 		 	CUSIP 200525 301
		 		 		 	 SEE REVERSE FOR CERTAIN

DEFINITIONS


 is the owner of 
 FULLY PAID AND
NON-ASSESSABLE SHARES OF THE 6.00% SERIES B NON-CUMULATIVE PERPETUAL PREFERRED STOCK OF 
 Commerce Bancshares, Inc. transferable on the books of the
Corporation by the holder hereof in person or by duly authorized attorney, upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the
Articles of Incorporation, as amended, of the Corporation, copies of which are on file in the office of the Transfer Agent, to all of which the holder of this certificate by acceptance hereof assents. This certificate is not valid until
countersigned by the Transfer Agent and registered by the Registrar. 
 Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers. 
  

					
	 /s/ John W. Kemper
	  		 	DATED     DD-MMM-YYYY
	President and Chief Operating Officer	  		 	
		  	  [CORPORATE SEAL]  	 	 COUNTERSIGNED AND REGISTERED:

COMPUTERSHARE TRUST COMPANY, N.A.
 AND COMPUTERSHARE INC.

COLLECTIVELY, TRANSFER AGENT AND
 REGISTRAR

		  		 
	 /s/ Thomas J. Noack
	  		 
	Vice President and Secretary	  		 

  

							
		 		  	By:	  	  

		 		  		  	AUTHORIZED SIGNATURE

 SECURITY INSTRUCTIONS ON REVERSE 







 [REVERSE] 

COMMERCE BANCSHARES, INC. 

 

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though
they were written out in full according to applicable laws or regulations: 
  

			
	 TEN COM — as tenants in common
	  	UNIF GIFT MIN
ACT—                     Custodian                
     
		  	(Cust)                          
(Minor)              
		
	 TEN ENT — as tenants by the entireties 
	  	under Uniform Gifts to Minors Act                     
		  	(State)                           
		
	 JT TEN — as joint tenants with right of survivorship and not as tenants in common
	  	UNIF TRF MIN ACT—                     Custodian (until 
age     )                     
		  	(Cust)                                 
                   (Minor)  
		
	 Additional abbreviations may also be used though not in the above list.
	  	under Uniform Transfers to Minors Act                     
		  	(State)                      

 
 THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES
AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF
THE CORPORATION OR TO THE TRANSFER AGENT. 

 



 


         PLEASE INSERT SOCIAL SECURITY OR OTHER 

        IDENTIFYING NUMBER OF ASSIGNEE


 

  
 For Value Received,
                 hereby sell, assign and transfer 
 unto
                                         
                                         
                                

 

			
	  

	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE, OF ADDRESSEE)
	  

	  

	  
	 	Shares
	of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint	 	
	  
	 	Attorney
	to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.	 	


 



			
	 Dated:
                     20    

	Signature:	 	  

	Signature:	 	  

	Notice:	 	The signature to this assignment must correspond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever.

 


	
	THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15.

 The IRS requires that we report the cost basis of certain shares acquired after January 1, 2011. If your shares were
covered by the legislation and you have sold or transferred the shares and requested a specific cost basis calculation method, we have processed as requested. If you did not specify a cost basis calculation method, we have defaulted to the first in,
first out (FIFO) method. Please consult your tax advisor if you need additional information about cost basis. 
 If you do not keep in contact with us or
do not have any activity in your account for the time periods specified by state unclaimed property law, your property could become subject to state unclaimed property laws and transferred to the appropriate state.