Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) Mr. A. Bayard Clark, age 63, announced his plans to retire from the Company in January 2010 and to relinquish his position as Chief Financial Officer effective July 1, 2009. Mr. Clark will continue as an Executive Vice President of the Company until his retirement in January 2010 and will assist the Company and its new Chief Financial Officer during that period. As part of the transition, Mr. Clark will consult and advise on current corporate finance projects; asset-liability management; and mergers and acquisitions. Effective July 1, 2009 Mr. Clark will no longer serve on the Company's Executive Management Committee.

(c) At the Board of Directors meeting on April 15, 2009, Mr. Charles G. Kim, age 48, Executive Vice President of the Company, was appointed Chief Financial Officer of the Company, effective July 1, 2009. Mr. Kim was elected an Executive Vice President in March of 1995 and has served on the Company's Executive Management Committee since that date. Mr. Kim currently serves as Director of Corporate Retail for the Company with responsibility for strategic planning and corporate financial analysis, retail banking, marketing, consumer and corporate card payment systems, the student and indirect lending division, and the capital markets group. Mr. Kim also serves as Chairman of Commerce Brokerage Services, Inc., Chairman of Commerce Mortgage Corporation and as a Director of Commerce Bank, N.A. Mr. Kim joined the Company in 1982 in the Management Training Program. Upon completion of the Program, Mr. Kim was appointed a Commercial Banking Officer and later an Assistant Vice President in the Commercial Lending Division. From 1986 to 1989 Mr. Kim was employed by Fox & Cole, Inc. where he served as Vice President, Finance & Administration, and Principal. Upon his return to the Company in 1989, Mr. Kim served as Vice President for Branch Administration. He was later promoted to Senior Vice President for St. Louis Regional Administration.

Mr. Kim graduated from the Washington University Executive MBA program in 1992 and was a 1982 graduate of Washington University with a Bachelor of Science in Business Administration.

The Company is not aware of any related person transactions, within the scope of Item 404(a) of Regulations S-K, with or involving Mr. Kim.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

99.1 Press Release dated April 15, 2009 announcing the appointment of Mr. Charles G. Kim as Chief Financial Officer of the Company and the retirement of Mr. A. Bayard Clark from that position effective July 1, 2009.