SUMMARY PLAN DESCRIPTION FOR THE COMMERCE BANCSHARES, INC. PARTICIPATING INVESTMENT PLAN (PIP) Updated as of July 1, 2013

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1 SUMMARY PLAN DESCRIPTION FOR THE COMMERCE BANCSHARES, INC. PARTICIPATING INVESTMENT PLAN (PIP) Updated as of July 1, 2013

2 Table of Contents Introduction... 1 Who Is Eligible To Join The PIP?... 1 What If I Work For An Affiliated Bank Or Company That Is Not A "Participating Employer... 1 What Happens If I Leave Employment And Come Back?... 1 Recognition Of Prior Service With An Acquired Bank... 2 How Do I Join PIP?... 2 How Do I Access My Account On The Internet Or Telephone?... 2 How Does The PIP Work?... 2 How Much May I Contribute?... 3 May I Change The Rate Of My Contributions?... 3 What Happens If I Go On An Unpaid Leave Of Absence?... 3 What Happens To My Pre-Tax Contributions?... 4 What Are The Company Matching Funds?... 4 Are Rollover Contributions Permitted Under The PIP?... 4 Are Roth Conversions Allowed Under The PIP?... 4 What Investment Alternatives Are Available?... 5 Can I Change The Investment Of My PIP Accounts?... 5 What Happens If I Do Not Make An Investment Election?... 5 How Is The Value Of My Accounts In Each Of The Funds Determined?... 5 What Does Vesting Mean?... 6 What Is A Year Of Vesting Service?... 6 Can I Borrow Money From My Account?... 7 Can I Receive A Distribution Of My Account Before My Termination Of Employment?... 7 When Can I Receive A Distribution Following My Termination Of Employment?... 8 How Will The Value Of My Accounts Be Distributed To Me?... 8 What About Taxes On Distributions Made To Me?... 8 What Happens To Any Non-Vested Portion Of My Accounts Following My Termination Of Employment?. 8 Are Forfeited Amounts Permanently Lost?... 8 What Happens To My PIP In The Event I Die Or Am Permanently And Totally Disabled?... 9 Can I Change My Beneficiary?... 9 May I Assign Or Pledge My Interest In The Plan?... 9 What Must I Do To Claim My Benefits?... 9 Can Changes Be Made To The PIP After I Join? Other Information Regarding Participant Directed Investments Your Rights Under The Plan Plan Information i

3 INTRODUCTION Commerce Bancshares, Inc. has adopted the Commerce Bancshares, Inc. Participating Investment Plan (the Plan or PIP ) for the purpose of helping you and other eligible employees of the Commerce Bancshares, Inc. and its participating affiliates (collectively the Company ) save additional funds for your retirement. This document provides you with a summary of the more important provisions of the Plan. If there is any conflict between a statement in this summary and the actual Plan document itself, the terms of the official Plan will control In addition to retirement savings, benefits are available in the event of your death or disability or termination of employment prior to retirement. However, the PIP will not, and is not intended to, provide you with retirement or disability payments which are adequate to maintain a comfortable living standard after retirement or in the event of disability. Consequently, if you participate in this Plan, you should recognize its limited nature and provide additional ways to save for retirement or provide for yourself or your beneficiaries in the event of death or disability. Also, other types of savings plans are better suited for short term savings or saving for a specific need other than retirement. There is no fixed dollar amount of benefits under the Plan. Your actual benefit will depend on the amount of your account balance at the time of retirement or termination of employment. Your account balance will reflect the amount of your contributions, the period of time you participate in the Plan and your success in investing and reinvesting the assets credited to your account. WHO IS ELIGIBLE TO JOIN THE PIP? Employees who are at least age 21 will be eligible to join the Plan on the first day of each calendar month coinciding with or next following the date on which the employee completes 30 days of eligibility service. Leased employees and union employees are not eligible to participate in the PIP (unless, in the case of union employees, the collective bargaining agreement provides for participation). Individuals classified as independent contractors by the Company are also excluded from participating in the Plan. You may join the PIP as of any payroll date following your initial quarterly entry date. See How Do I Join PIP below. WHAT IF I WORK FOR AN AFFILIATED BANK OR COMPANY THAT IS NOT A "PARTICIPATING EMPLOYER?" In general, all Commerce affiliated banks and companies are participating employers so their employees are eligible to become participants in the PIP. However, if you work for an affiliated bank or company that is not a participating employer, you will not be eligible to participate in the PIP until your employer chooses to participate. If you are a participant in the Plan and transfer to an affiliated bank or company that does not participate in the Plan, you will become a limited participant and will not be eligible to make contributions or to share in Company contributions until you are again employed by a participating employer. You may contact your human resource department or the Administrator for a complete list of the participating employers. WHAT HAPPENS IF I LEAVE EMPLOYMENT AND COME BACK? If you were eligible to participate in the PIP when you left employment, you will be eligible to participate immediately upon your reemployment. If you terminate employment after meeting the eligibility requirements but before your Plan entry date, you will be eligible to participate in the PIP following the later of your reemployment date or the Plan entry date you would have joined the PIP had you not 1

4 terminated employment. If you terminate employment before meeting the minimum eligibility requirements, you will be treated as a brand new employee upon your rehire date. RECOGNITION OF PRIOR SERVICE WITH AN ACQUIRED BANK If you work for a business that is acquired by the Company by merger, consolidation or purchase of the outstanding stock or assets of the business, you will be eligible to participate in the PIP on the effective date of the acquisition, unless the Administrator specifies otherwise in a supplement to the PIP. HOW DO I JOIN PIP? You may enroll in the PIP, at any time, by accessing the Fidelity website at or calling You will also receive an enrollment booklet following your initial date of hire. Your actual date of participation may be delayed until you have satisfied the PIP s eligibility requirements. If you do not receive your enrollment booklet, please contact Fidelity. HOW DO I ACCESS MY ACCOUNT ON THE INTERNET OR TELEPHONE? Your account information is available 24 hours a day at You may also access your account by calling Once you are in the system, you can perform the functions described below: change your rate of contribution change the investment of your future contributions change the investment of existing balances find the balance in each of your accounts apply for a participant loan find outstanding loan balances request a distribution, loan or withdrawal After you request changes, you may either print an online confirmation or request that a written statement be sent to your home address. You should carefully review any confirmation to ensure that it accurately reflects the transaction you intended. Except in unusual cases, transactions will be processed using account values as of the end of the business day on which your request is received if Fidelity receives your request before 3:00 p.m., Central Time, on a business day. Otherwise, account values will generally be determined as of the end of the next business day. HOW DOES THE PIP WORK? Through the PIP you may save a percentage of your compensation on a regular basis through payroll deduction. Your voluntary contributions to the Plan are normally made on a pre-tax basis and therefore will result in a reduction in taxable income for the year in which they are made, unless you choose to designate your contributions as Roth contributions as discussed below. Pre-tax contributions and related earnings are tax-deferred until distribution. Although pre-tax contributions reduce the amount of your compensation subject to income tax, 2

5 social security contributions and benefits are based on your compensation without reduction for PIP contributions. Effective July 1, 2013, you may choose to designate your voluntary contributions as Roth contributions (instead of pre-tax contributions). Roth contributions are deducted from your paycheck on an after-tax basis and therefore do not result reduction in taxable income for the year in which they are made. However, unlike pre-tax contributions, your Roth contributions and any related earnings grow tax free and generally will not be taxed at the time they are distributed to you from the PIP. You should consult with your own tax advisers regarding the advantages and disadvantages of making Roth contributions. Prior to 1995, participants could elect to make after-tax contributions to the PIP. If you were a participant at that time and have any after-tax accounts, your accounts will continue to be maintained under the PIP until such time as you request a distribution from the Plan. HOW MUCH MAY I CONTRIBUTE? You must elect the portion of your compensation (in whole percentages only) which you wish to contribute to the PIP as your voluntary contributions (either pre-tax or Roth). However, your voluntary contributions are limited each year to an indexed amount which may be adjusted annually for inflation by the Internal Revenue Service ("IRS"). Compensation is generally defined to include your total amount of earnings reportable on Form W-2, without reduction for your elective contribution made to this Plan and the Commerce Bancshares Flexible-Cash Plan, but excluding any equity-based compensation, non-qualified deferred compensation, non-cash achievement awards and prizes, fitness reimbursements, tax gross-ups or similar payments, imputed income, and severance pay. If you are or will be age 50 or older before the close of any calendar year, you may also make a catch-up contribution. A catch-up contribution is an amount which you may contribute in excess of the otherwise applicable IRS deferral limit for a calendar year. This catch-up limit is determined by the IRS and is indexed for inflation. MAY I CHANGE THE RATE OF MY CONTRIBUTIONS? Yes. You may increase, decrease or stop the amount your voluntary contributions at any time. The change will be effective as soon as is administratively possible. To make a change in your rate of contribution, you must contact Fidelity. If you stop your contributions, you will continue as a participant in the PIP and continue to earn vesting service. Your accounts will also continue to be invested in the PIP. If you want to restart your contributions, you must contact Fidelity. NOTE: Certain officers and highly compensated employees may not be permitted to increase their contributions during the year and may be required to: a) decrease contributions; and/or b) receive a return of contributions. Those restrictions are caused by the need to monitor the PIP's compliance with certain mathematical nondiscrimination tests set forth in Sections 401(k) and 401(m) of the Internal Revenue Code. If you are subject to this limit, you will be notified at an appropriate time. WHAT HAPPENS IF I GO ON AN UNPAID LEAVE OF ABSENCE? Your contributions (and company matching funds) will be automatically suspended if you are on an approved unpaid leave of absence, such as military leave, educational leave, medical or family leave. However, your accounts will remain invested in the PIP during your leave of absence. Upon your return to active employment, 3

6 your contributions (and Company matching funds) will automatically resume at the rate in effect prior to your leave. WHAT HAPPENS TO VOLUNTARY CONTRIBUTIONS? Your contributions and Company matching funds for each payroll period are deposited for investment as soon as reasonably practicable after each pay date. WHAT ARE THE COMPANY MATCHING FUNDS? In addition to the contributions you make to the PIP, the Company will make matching contributions based on the following table: Age plus years of employment as of the first day of each plan year Less than 45 years Matching percentage for the plan year 50% of the first 7% elected by the participant 45 to 59 years 75% of the first 7% elected by the participant 60 or more years 100% of the first 7% elected by the participant For example, assume that your regular pay is $2,000 per payroll, your total age plus years of employment is 52 as of the beginning of the year, and you contribute 10% of your pay to the PIP as a voluntary contribution (either pre-tax or Roth). Your service-based matching contribution would be $ per payroll which is equal to $2,000 x 7% x 75%. If you only contributed 5% of your pay as a voluntary contribution (either pre-tax or Roth), your service-based match would be $75.00 per payroll which is equal to $2,000 x 5% x 75%. The Company may also contribute a discretionary match based on Company performance. The additional benefit will be based on Commerce meeting and/or exceeding Company budget goals. The contribution will be made following each plan year based on established goals achieved by the company. You must be employed on December 31 st to receive the discretionary match for each year (unless you terminate employment due to death, disability or retirement on or after attaining age 65). Company matching funds are invested in the same manner that you select for your voluntary contributions. ARE ROLLOVER CONTRIBUTIONS PERMITTED UNDER THE PIP? Yes. The Plan permits you to make rollover contributions by a transfer or rollover of an "eligible rollover distribution" from a prior employer's 401(k), profit sharing, 403(b), or 457(b) retirement plan. You may also be eligible to rollover amounts from an individual retirement account (IRA) which were previously transferred to the IRA from a prior employer's retirement plan. Effective July 1, 2013, the Plan accepts Roth rollovers. Please contact Fidelity for additional information regarding rollover contributions. ARE ROTH CONVERSIONS ALLOWED UNDER THE PIP? Effective July 1, 2013, the Plan will allow participants to convert their existing pre-tax contributions account and employer matching account (to the extent fully vested) to a Roth account. If you make this election, it will be irrevocable and you will be required to pay taxes on the amount of your pre-tax accounts that are converted to Roth 4

7 status. Please contact Fidelity for additional information regarding Roth conversions and any additional requirements that may apply. WHAT INVESTMENT ALTERNATIVES ARE AVAILABLE? You are solely responsible for directing the investment of your contributions and any Company matching funds. Participants may direct the investment of their accounts in 1% increments or multiples among the various investment alternatives offered under the Plan. Go to or call to review the investment alternatives offered under the Plan. Commerce common stock is included as one of the investment alternatives under the Plan as a unitized stock fund. A unitized fund generally means that a portion of the investment is held in cash in order to fund distributions, investment transfers, etc. The portion of the PIP that is invested in Commerce stock is designated as an "employee stock ownership plan" and is subject to the following special provisions: The Plan provides that any dividends paid on Commerce stock credited to your accounts may be distributed directly to the participants or reinvested in the Plan. Such dividends will be automatically reinvested in your stock account under the Plan unless you make an affirmative election to receive payment of the dividends directly. If you want to receive payment of your dividends instead of having them credited to your stock account under the Plan, please contact Fidelity at or To minimize distribution costs, your election to receive payment of your dividends will be subject any minimum dollar amount established by the Administrator. You are entitled to direct the manner in which the shares of Commerce stock allocated to your account is voted. Any shares for which the Plan receives no voting instructions will be voted based on directions from the Company. CAN I CHANGE THE INVESTMENT OF MY PIP ACCOUNTS? You may change your investment allocations with respect to future contributions and/or existing account balances at any time. All investment elections must be implemented through Fidelity at or In making your investment elections, you are encouraged to consider diversifying your investment portfolio. By diversifying your portfolio, your investment performance should fluctuate less because losses from some investments are offset by gains in others. Therefore, you should have less risk than if you put all your money in one type of investment, such as stocks and bonds. Diversification also may make sense because no single asset class performs best in all economic environments. For example, in a diversified portfolio, a decline in U.S. bonds may be offset by good performance from international stocks. Any change in your investment elections will be implemented as soon as is reasonably practicable following the receipt of your direction; unless an administrative delay is necessary due to accounting, liquidity, or other investment impediments that may arise. Changes of investment election will be based on account values as of the end of the day on which the transaction is processed. WHAT HAPPENS IF I DO NOT MAKE AN INVESTMENT ELECTION? If you do not make an affirmative investment election, your PIP accounts will be automatically invested in a target-date retirement fund, based on your projected retirement at age 65. Please contact Fidelity at or for information regarding the Plan s target-date retirement funds. HOW IS THE VALUE OF MY ACCOUNTS IN EACH OF THE FUNDS DETERMINED? 5

8 The value of your accounts in the investment funds offered under the PIP are valued as of each business day based on the fair market value of each fund. You may review your account balance by accessing or calling You will also receive quarterly statements. WHAT DOES VESTING MEAN? Vesting refers to your nonforfeitable right to funds in your accounts. As a PIP participant you are always 100% vested in (have full entitlement to) your own voluntary contributions (both pre-tax and Roth) and any earnings on those contributions. Your vested interest in Company matching funds will be determined by your years of vesting service with the Company. The vesting schedule applicable to your Company matching funds account is as follows: Yrs. of vesting service Percentage vested Less than 3 0% 3 or more 100% NOTE: You will become fully vested in the value of all your Company accounts in the event of your death, permanent and total disability, or retirement on or after age 65, regardless of your years of vesting service. You are also 100% vested in all dividends credited to your account that are attributable to Commerce stock. Finally, if you were a participant in the Plan prior to 1995 and made after-tax contributions, any Company matching contributions you received with respect to your after-tax contributions were subject to a different vesting schedule. WHAT IS A YEAR OF VESTING SERVICE? A year of vesting service generally is each Plan year (i.e., each twelve-month period ending December 31) during which you earn at least 1,000 hours of service Hours of service are generally credited for each hour you are paid, including both time actually worked and time not worked, such as vacations, holidays, sickness or other paid absences (hours credited are limited, however, to no more than 501 for any such period during which you were paid but not actually working). The method for determining hours of service for periods of time actually worked will depend upon whether you are an hourly or salaried employee. You will also be credited with hours of service during an authorized "leave of absence" without pay due to an illness, maternity, education, or other cause approved by your employer at the rate of 83 1/3 hours per month. The following years are not counted as years of service for vesting: 1. Years prior to the year in which you reach age Years prior to a break in service (a year in which you were not credited with more than 500 hours of service), if at the time of the break you had less than three years of vesting service and your break in service is five years or more. You will not incur a break in service in the first Plan year during which you earn less than 500 hours because of a "maternity or paternity" absence (i.e., absence due to pregnancy of an employee, birth of your child, your adoption of a child or your caring for such child immediately following birth or adoption.) Generally, no more than 2 years of vesting service will be credited for any period of a person's employment prior to the time a bank or company became affiliated with Commerce Bancshares, Inc. However, if the plan of such acquired bank or company was merged with PIP, then all service with the acquired entity will count toward PIP vesting. 6

9 Hours of service are generally credited for each hour you are entitled to payment for your services, including paid time off such as during vacations, holidays, sickness or other leaves of absence. CAN I BORROW MONEY FROM MY ACCOUNT? You may borrow funds from your vested PIP accounts by contacting Fidelity at or Any such loan is treated as an investment of your accounts from which the loan proceeds are distributed. Funds borrowed are not taxable income, unless the loan goes into default. Generally, the following loan procedures and restrictions apply: No more than two loans may be outstanding at any time. No loan shall be for less than $500 and loans may not be made that will, when added to the highest loan balance outstanding during the one year period ending on the day before the new loan is made, exceed the lesser of: i. $50,000 (reduced by the excess, if any, of highest outstanding balance of loans during the 1-year period ending on the day before the loan date, over the outstanding balance of all loans on the day the loan is made); or ii. 50% of the balance of your vested accounts. The period of the loan shall be selected by you so long as it does not exceed the maximum period established by rules of the Administrator. In any event, the loan must be paid in full upon termination of employment. You may prepay the loan in full or in part at any time. The interest rate on the loan will be fixed and equal to the Commerce prime rate plus 1%. If your loan is in default at any time following your termination of employment, the Administrator will offset the portion of your vested account balance pledged as security for the loan by the amount of the loan and accrued interest. The Administrator will then treat the loan as repaid to the extent of the permissible offset. CAN I RECEIVE A DISTRIBUTION OF MY ACCOUNT BEFORE MY TERMINATION OF EMPLOYMENT? The PIP is designed to help fund retirement savings. Therefore, withdrawal of funds for reasons other than termination, retirement, death or permanent and total disability is discouraged. However, if you previously participated in the PIP on an after-tax basis, you may withdraw all or any part of your after-tax contributions account. You may also withdraw the vested portion of your after-tax match account and forfeit the remaining non-vested balance. Again, please note that after-tax contributions were discontinued beginning in NOTE: Distributions from your after-tax contribution account and your after-tax match account (if any) are subject to taxation to the extent such distributions include the match and earnings on your contributions or match. The taxable amount is subject to taxation as ordinary income and, if you are under age 59-1/2, a 10% penalty tax. You may be able to rollover the taxable amount to an IRA or to another qualified retirement plan to avoid the taxes and penalties. You should discuss rollover and other tax issues with your tax advisor. NOTE: You do not have the ability to withdraw from your voluntary contributions account or match account while actively employed. Distribution from these accounts is available only at termination, death, permanent and total disability and retirement. 7

10 WHEN CAN I RECEIVE A DISTRIBUTION FOLLOWING MY TERMINATION OF EMPLOYMENT? You may elect to receive your benefits in a single lump sum as soon as reasonably practicable following your termination of employment and receipt of your election. You must contact Fidelity at or to request the distribution. If your vested account balance does not exceed $5,000, your account will be automatically distributed to you without your consent following your termination of employment. This distribution is a referred to as a mandatory cash-out. You may be eligible to rollover your mandatory cash-out to an IRA or another employer plan in the form of a direct rollover and thereby avoid immediate taxation of your benefits. If your vested account balance is greater than $1,000 but does not exceed $5,000, then your account will be automatically rolled over to an IRA established on your behalf at Fidelity unless you make an affirmative election to (i) receive payment of your benefit directly or (ii) have your benefit rolled over to another individual retirement plan or another employer s qualified retirement plan. Once your vested account has been transferred out of the Plan, you will no longer be considered a participant in the Plan. You will be solely responsible for directing the investment of your IRA and must contact the Fidelity directly to do so. HOW WILL THE VALUE OF MY ACCOUNTS BE DISTRIBUTED TO ME? Distributions under the Plan are generally paid in cash. However, to the extent your accounts are invested in the Company common stock fund, you may elect to receive the distribution in the form of stock. WHAT ABOUT TAXES ON DISTRIBUTIONS MADE TO ME? Existing Federal income tax laws do not require you to report as income any pre-tax contributions or your Company matching contributions allocated to your accounts. However, when the PIP later distributes those account balances to you, such as upon your retirement, you must report as income the distributions you receive (unless you choose a tax-free rollover). In contrast, any Roth contributions you choose to make to the PIP will be deducted from your compensation on an after-tax basis. When the PIP distributes your Roth account to you, you will not be taxed on the balance of your account. The decision to designate your voluntary contributions as pre-tax contributions or Roth contributions is up to you. The ultimate tax savings that pre-tax contributions have over Roth contributions (or vice versa) depends in part on your current tax rates and the expected tax rates in effect when you begin drawing down your retirement savings. You should consult your own tax advisor to discuss what option is best for you. WHAT HAPPENS TO ANY NON-VESTED PORTION OF MY ACCOUNTS FOLLOWING MY TERMINATION OF EMPLOYMENT? If you terminate employment, the non-vested portion of your PIP accounts will be forfeited following the earlier of (i) the distribution of your vested accounts or (ii) the occurrence of a five-year break in service. A break in service generally means any calendar year during which you have completed fewer than 501 hours of service. However, in determining whether a break in service has occurred, if you are absent from work due to pregnancy or the birth or placement for adoption of a child (or to care for such child beginning immediately after such birth or placement for adoption), you will continue to receive credit for hours performed up to a maximum of 500 hours. Forfeitures generally are used to offset Company matching contributions to other participants' accounts. ARE FORFEITED AMOUNTS PERMANENTLY LOST? Generally, yes. However, if you resume your participation in the Plan following re-employment prior to five consecutive one year breaks in service, or resume your participation following a voluntary termination during continued employment, and if you elect to repay the total amount distributed to you within five years after reemployment or resumption of participation, the portion of your PIP accounts that had been forfeited will be 8

11 reinstated and reaccredited to your accounts. Neither the total amount you repay nor the reinstated forfeitures is adjusted for interest or earnings. WHAT HAPPENS TO MY PIP IN THE EVENT I DIE OR AM PERMANENTLY AND TOTALLY DISABLED? If you die, your beneficiary is entitled to the full value of your accounts under the PIP. If you are married at the time of your death, your surviving spouse will automatically be considered your designated beneficiary, unless your spouse has consented in a notarized writing to your designation of another beneficiary. If you become totally and permanently disabled, you will be entitled to the full value of your accounts under the PIP. CAN I CHANGE MY BENEFICIARY? Yes. You can change your beneficiary designation at any time (subject to your spouse s consent, if applicable). Beneficiary designations should be implemented through Fidelity at or MAY I ASSIGN OR PLEDGE MY INTEREST IN THE PLAN? No. As required by law, the Plan contains a "spendthrift clause" which prevents you from assigning, borrowing against, pledging or otherwise encumbering your interest in the Plan, other than as discussed with respect to "Loans" (see above). In addition, your creditors (except in the case of alimony or child support payments) cannot reach your interest in the Plan to satisfy your debts. An exception to this rule is that the Administrator must honor a qualified domestic relations order which is a decree or order issued by a court that obligates you to pay child support or alimony or otherwise allocates a portion of your assets in the Plan to your spouse, former spouse, child or other dependent. A copy of the Plan s procedures for handling qualified domestic relations orders is available from Fidelity. WHAT MUST I DO TO CLAIM MY BENEFITS? If any claim for benefits is denied under the PIP, you may request a review of the denied claim by submitting a written request within 60 days (or 180 days in the case of a disability claim) after the denial to the Claims Review Committee. Such request should be delivered to the Administrator. You also have the right (after requesting review of your claim) to review and/or copy, without charge, the related documents and submit issues and comments in writing. The denial will be reviewed by the member or members of the Claims Review Committee who did not consider your original claim. A hearing may also be held if such members of the Claim Review Committee believe a hearing is necessary. The decision on your claim of the member or members of the Claims Review Committee will be sent to you in writing within 60 days (or 45 days in the case of a disability claim) and, in the case of a denial, will explain the specific reasons for the decision and point out the sections of the Plan which are pertinent to your claim. The 60 or 45 day period may be extended upon notice to you, but not beyond 120 days (or 90 days in the case of a disability claim) after the receipt of a request for a review. If the determination involves a claim of disability, the following additional rules apply to an appeal. First, you will be provided the identity of any medical or vocational experts whose advice was obtained in connection with the determination, whether or not the advice was relied on by Claims Review Committee. Second, any health care professional who is engaged for a consultation on appeal will be a different person from and not subordinate to any health care professional who the Claims Review Committee consulted for the initial determination. If you wish to pursue your claim to a benefit still further, you may only do so if you exhaust all of the claims procedures outlined above and the legal action is commenced within 90 days after a decision on review is denied. 9

12 CAN CHANGES BE MADE TO THE PIP AFTER I JOIN? Yes. Commerce Bancshares, Inc. reserves the right to amend, suspend or terminate the PIP at any time. However, any such changes are not permitted to decrease your vested rights in the PIP and, if the PIP is terminated, you will be fully vested in the value of all of your accounts. OTHER INFORMATION REGARDING PARTICIPANT DIRECTED INVESTMENTS The Plan is designed to meet the requirements under Section 404(c) of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. In general, a 404(c) plan permits participants to direct the investment of plan assets according to the rules of Section 404(c) and relieves the plan fiduciaries from any liability for any investment losses resulting from the investment decisions of participants. In accordance with Section 404(c) of ERISA, you have the right to receive the following information upon request to Fidelity. A narrative of the annual operating expenses of each investment alternative under the Plan, including investment manager fees, administrative fees, and transaction costs, which reduce the rate of return to the participant. Copies of prospectuses, financial statements and reports, and other materials related to the investment alternatives to the extent the information is provided to the Plan. With respect to each investment alternative under the Plan, a list of assets comprising the portfolio of the alternative that includes Plan assets and the value of the assets; and if the asset is a fixed rate investment contract, the name of the issuer of the contract, the term of the contract, and the rate of return on the contract. The value of shares or units and past and current investment performance of each available alternative, net of expenses. The value of the shares or units held in the particular participant s account. Voting, tender and similar rights: The Trustee has the authority under the PIP to exercise voting, tender or similar rights with respect to securities other than Company stock held within the trust fund. Each participant or beneficiary will be entitled to direct the Trustee with regard to the exercise of voting, tender or similar rights attributable to Company stock allocated to his or her accounts. Confidentiality with respect to Company stock: If you choose to invest a portion of your accounts in common stock of Commerce Bancshares, Inc., the Administrator and the Trustee have established procedures to ensure that your investment decision remains confidential. For example, only a limited number of persons, e.g., the Trustee and administrative personnel appointed, employed or retained by the Trustee, will have access to information regarding your investment in Company stock. Such restricted information includes any records of any purchase, sale or retention of Company stock under the PIP on your behalf, and any voting, tender and similar rights exercised by you. Management staff of the Company will not have access to these records except as necessary in providing services to the Plan. In the event of any circumstance which involves potential for undue Company influence, including tender offers, exchange offers or contested board elections, the Administrator will appoint an independent plan fiduciary to administer these activities. The Administrator will monitor the effectiveness of these procedures. The Administrator will establish any new procedures that become necessary, and will advise you regarding those procedures. Please contact Fidelity with any questions you may have regarding Section 404(c) of ERISA and your rights thereunder. 10

13 YOUR RIGHTS UNDER THE PLAN As a participant in the Plan, you are entitled to certain information and have certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that you are entitled to: Examine, without charge, copies of all documents governing the Plan and a copy of the latest annual report (Form 5500 series) filed by the Plan with the U.S. Department of Labor and available at the Public Disclosure Room of the Employee Benefits Security Administration. Obtain copies of all Plan documents and other Plan information upon written request to the Administrator. A reasonable fee may be charged for these copies. Receive a summary of the Plan s annual financial report. The Administrator is required to furnish each participant with a copy of this summary annual report. Obtain a statement showing your account balance. This statement will be provided once a year, and will be furnished without charge. In addition to creating rights for participants, ERISA imposes duties upon the persons who are responsible for the operation of the Plan. The persons who operate the Plan are called fiduciaries and have a duty to operate the Plan prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your Employer, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit or exercising your rights under ERISA. If your claim for a benefit is denied in whole or in part you must receive a written explanation of the reason for the denial. You have the right to have the Administrator review and reconsider your claim. Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request any of the materials listed above from the Administrator and do not receive them within 30 days, you may file suit in a federal court. In such a case, the court may require the Administrator to provide the materials and pay you up to $110 a day until you receive the materials, unless the materials were not provided because of reasons beyond the control of the Administrator. If your claim for benefits is denied or ignored, either in whole or in part, you may file suit in a state or federal court. In the event that Plan fiduciaries misuse the Plan s funds, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or file suit in a federal court. In addition, if you disagree with the Plan s decision or lack thereof concerning the qualified status of a domestic relations order, you may file suit in Federal court. The court will decide who should pay court costs and legal fees. If you are successful the court may order the person you have sued to pay these costs and fees. But if you lose, the court may order you to pay these costs and fees if, for example, it finds your claim is frivolous. Any questions concerning the Plan should be directed to the Administrator. Additional information about this statement or your rights under ERISA may be obtained from the nearest Office of the Employee Benefits Security Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W., Washington, D.C You may also obtain certain publications about your rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration. 11

14 PLAN INFORMATION 1. Name of Plan and Plan Number: Commerce Bancshares, Inc. Participating Investment Plan Plan Number: Type of Plan: Defined contribution plan. For this reason the benefits of the Plan are not insured by the Pension Benefit Guaranty Corporation under Title IV of ERISA. 3. Plan Sponsor and Employer Tax Identification Number: Commerce Bancshares, Inc Forsyth Blvd. Clayton, MO (800) Employer Identification Number Participating Employers: A current list of the participating employers at any time may be obtained upon written request to the Plan Administrator and is available for examination at the principal office of any participating employer. 5. Plan Administrator: Retirement Committee of Commerce Bancshares, Inc. Commerce Bancshares, Inc Forsyth Blvd., Suite 910 Clayton, MO (800) Under the terms of the Plan, the Plan Administrator has the exclusive power and discretion to construe and interpret the terms of the PIP and to determine all questions that arise thereunder, including, but not limited to, questions regarding eligibility, vesting and entitlement to, the kind and amount of benefits. 6. Name and Address of Person for Service of Legal Process: Commerce Bancshares, Inc. Attention: General Counsel s Office 8000 Forsyth Blvd. Clayton, MO Service must also be made upon the Trustee. 7. Directed Trustee: Commerce Trust Company 8000 Forsyth Blvd. Clayton, MO (800) Plan Year: January 1 - December 31 12

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