Summary of COMMERCE BANCSHARES INC /MO/

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On February 6, 2009 the Company's Board of Directors approved the recommendations of the Compensation and Human Resources Committee with respect to the base salary for 2009 (effective April 1, 2009) and the payment of cash bonuses to the Company's CEO and its other named executive officers. The cash bonuses include performance-based compensation in accordance with the Company's Executive Incentive Compensation Plan. They also include discretionary bonuses outside of the EICP that are not intended to qualify as performance-based. The Board also approved the Committee's recommendations for the grant to those individuals of restricted stock awards under the Company's 2005 Equity Incentive Plan.

                                                                                                       2008                     2008                    Total               Restricted
                                                                               2009                Performance-             Discretionary             2008 Cash               Stock
                                                                              Salary               Based Bonus                  Bonus                   Bonus                 Awards
Executive Officer                  Title                                         $                      $                         $                       $                     #
David W. Kemper                    Chairman, President & CEO                  848,500                  234,822                   147,003               381,825                 25,243
Jonathan M. Kemper                 Vice Chairman                              437,500                   87,445                    54,743               142,188                 10,467
Seth M. Leadbeater                 Vice Chairman                              345,000                   63,653                    39,847               103,500                  5,563
Charles G. Kim                     Executive Vice President                   345,000                   63,653                    39,847               103,500                  5,268
Kevin G. Barth                     Executive Vice President                   345,000                   63,653                    39,847               103,500                  5,268
A. Bayard Clark                    Executive Vice President & CFO             265,500                   40,821                    25,554                66,375                  4,197