RESTATED ARTICLES OF INCORPORATION

                                       OF

                          CASS COMMERCIAL CORPORATION

                          ---------------------------

 

SECRETARY OF STATE

STATE OF MISSOURI

P.O. BOX 778

JEFFERSON CITY, MISSOURI 65102

 

      Pursuant to the provisions of the General and Business Corporation Law

of Missouri, the undersigned Corporation adopts the following Restated

Articles of Incorporation:

 

 

                                  ARTICLE ONE

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      The name of the Corporation shall be Cass Commercial Corporation.

 

                                  ARTICLE TWO

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      The registered office of the corporation, until otherwise determined by

the Board of Directors, shall be 13011 Hollenberg Drive, Bridgeton, Missouri

63044, and the registered agent at such address shall be Eric H. Brunngraber.

 

                                 ARTICLE THREE

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      The aggregate number of shares which the Corporation shall have

authority to issue is Twenty Two Million (22,000,000) shares, of which Twenty

Million (20,000,000) shares shall be Common Stock having a par value of $.50

per share, and Two Million (2,000,000) shares shall be Preferred Stock having

a par value of $.50 per share.  No shareholder shall be entitled to the

preemptive right to acquire additional shares of the Corporation.

 

      The Board of Directors is expressly authorized, prior to issuance, by

adopting resolutions providing for the issuance of shares of any particular

series of Preferred Stock and, if and to the extent from time to time required

by law, by filing certification thereto with the Secretary of State of

Missouri, to set or change the number of shares to be included in each series

of Preferred Stock and to set or change in any one or more respects the

designations, preferences, conversion or other rights, voting powers,

restrictions, limitations as to dividends, qualifications, or terms and

conditions of redemption relating to the shares of each such series.  The

authority of the Board of Directors with respect to each series of Preferred

Stock shall include, but not be limited to, setting or changing the following:

 

      (a)   the distinctive serial designation of such series and the number

            of shares constituting such series;

 

      (b)   the annual dividend rate on shares of such series, whether

            dividends shall be cumulative and, if so, from which date or

            dates;

 

 

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      (c)   whether the shares of such series shall be redeemable and, if so,

            the terms and conditions of such redemption, including the date or

            dates upon and after which such shares shall be redeemable, and the

            amount per share payable in case of redemption, which amount may

            vary under different conditions and at different redemption dates;

 

      (d)   the obligation, if any, of the Corporation to retire shares of

            such series pursuant to a sinking fund;

 

      (e)   whether shares of such series shall be convertible into, or

            exchangeable for, shares of stock of any other class or classes and,

            if so, the terms and conditions of such conversion or exchange,

            including the price or prices or the rate or rates of conversion or

            exchange and the terms of adjustment, if any;

 

      (f)   whether the shares of such series shall have voting rights, in

            addition to the voting rights provided by law, and if so, the terms

            of such voting rights;

 

      (g)   the rights of the shares of such series in the event of voluntary

            or involuntary liquidation, dissolution, or winding up of the

            Corporation; and

 

      (h)   any other relative rights, powers, preferences, qualifications,

            limitations or restrictions thereof relating to such series.

 

                                  ARTICLE FIVE

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      The name and place of residence of the incorporator is:  Bruce E.

Woodruff, 333 N. Dickson, St. Louis, Missouri 63122.

 

                                  ARTICLE FIVE

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      The property and business of the corporation shall be controlled and

managed by a Board of Directors consisting of ten (10) directors.  The number

of directors to constitute subsequent boards of directors shall be fixed by,

or in the manner provided in, the by-laws of the corporation.  Any changes in

the number of members of the Board of Directors shall be reported to the

Missouri Secretary of State within thirty (30) calendar days of such change.

 

                                  ARTICLE SIX

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      The duration of the Corporation shall be perpetual.

 

                                 ARTICLE SEVEN

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      The Corporation is formed for the following purposes:

 

      1.    To own stock of and provide management services to banks and other

financial institutions and generally to act as a bank holding company; and to

engage in such other business as is incidental thereto; and generally to

engage in any lawful act or activity for

 

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which corporations may now or hereafter be organized under the General and

Business Corporation Law of Missouri.

 

      2.    To buy, lease and otherwise acquire lands and interests in lands

of every kind and description and wheresoever situated, to buy, lease and

otherwise acquire and to construct and erect buildings and structures of all

kinds in and on such lands for any use and purposes; to hold, own, improve,

develop, maintain, operate, lease, convey, exchange, mortgage, sell or

otherwise dispose of such lands or any interests therein.

 

      3.    To borrow or raise money for any of the purposes of this

corporation and to issue bonds, promissory notes, bills of exchange,

debentures and other obligations and evidences of indebtedness, either secured

by mortgage, pledge or otherwise, or unsecured, for any money borrowed or in

payment of property purchased, leased, or acquired or for other projects; to

mortgage or pledge all, or any part of its properties, rights, interests and

franchise, including any or all shares of stock, bonds, debentures, notes,

scrip, or other obligations or evidences of indebtedness at any time owned by

it.

 

      4.    To buy, own, hold, sell, assign, transfer, mortgage, pledge, and

deal in stocks, bonds, securities and evidences of indebtedness issued or

created by any other corporation, association, partnership or individual, and

while in control of the same, to exercise all rights, powers and privileges

thereunto appertaining.

 

      5.    To buy, hold, sell, assign, transfer, mortgage, pledge, and deal

in and with its own capital stock, notes, bonds, securities and evidences of

indebtedness in such manner and to such extent as may now or hereafter be

permitted by law.

 

      6.    To enter into, make, perform, and carry out as principal, agent or

broker, contracts of every kind for any lawful purpose, with any person, firm,

association or corporation, or with any domestic or foreign governmental,

municipal or public authority.

 

      7.    To purchase and acquire, as a going concern or otherwise, and to

carry on, maintain and operate all or any part of the property, or business of

any corporation or firm, association, entity, or person whatsoever, deemed to

be of benefit to the corporation, or useful in any manner in connection with

any of its objects or purposes; to conduct, transact, operate and carry on

business incidental or germane to the objects and purposes hereinbefore

enumerated.

 

      8.    To buy or otherwise acquire and lease to others, vehicles,

equipment and personal property of every kind and description.

 

      9.    To have and exercise all of the powers now or hereafter conferred

by the laws of the State of Missouri upon corporations organized under the

laws of the said State, and any and all acts amendatory thereof and

supplemental thereto; and to do any and all things necessary and proper in

carrying out or accomplishing any and all of the above mentioned purposes or

any part thereof, not inconsistent with the Constitution and laws of the State

of Missouri, or these Articles of Incorporation.

 

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                                 ARTICLE EIGHT

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      The by-laws of the corporation may be adopted, amended or repealed only

by: (a) the affirmative vote of at least 75% of the outstanding shares of all

classes of stock of the corporation entitled to vote thereon, voting as a

single class at a meeting duly called and held; or (b) by the affirmative vote

of at least 70% of the authorized number of directors at a meeting of the

Board of Directors duly called and held.

 

                                  ARTICLE NINE

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      The corporation shall to the full extent permitted by Section 351.355 of

the General and Business Corporation Law of Missouri, as amended from time to

time, indemnify all persons whom it shall have power to indemnify under said

Section from and against any and all of the expenses, liabilities or other

matters referred to in said Section.

 

                                  ARTICLE TEN

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      The affirmative vote of at least 75% of the outstanding shares of all

classes of stock of the corporation entitled to vote thereon, voting as a

single class at a meeting duly called and held, shall be required: (a) for the

adoption or approval of any agreement for the merger or consolidation of the

corporation with or into a related person or an affiliate of a related person,

unless pursuant to the terms of the proposed merger or consolidation the

persons who hold common shares of the corporation immediately prior to the

merger will have the same rights and percentage of ownership and voting power

of the surviving or resulting entity as they have in the corporation preceding

the merger or consolidation; or (b) to authorize the sale or lease of all or

substantially all of the assets of the corporation to a related person or

affiliate of a related person; or (c) to authorize the dissolution of the

corporation.  For purposes of this Article a "related person" in respect of a

given transaction shall be any company, person or other entity which by itself

or together with its affiliates and associates is the beneficial owner

directly or indirectly of more than 5% of any class of equity securities of

the corporation as of the record date for the determination of stockholders

entitled to vote on such transaction; an "affiliate" of a related person shall

be any company, person or other entity which, directly or indirectly through

one or more intermediaries, controls or is controlled by or is under common

control with, the related person; an "associate" of a related person shall be

any officer or director or any beneficial owner, directly or indirectly, of

more than 5% of any class of equity securities of such related person or any

of its affiliates; and "equity securities" shall include any stock or similar

security, or any security convertible, with or without consideration, into

such a security, or carrying any warrant to subscribe to or purchase such a

security, or any such warrant or right.

 

      A related person shall be deemed to be the beneficial owner of any

equity securities which it or its affiliates or associates has the right to

acquire pursuant to any agreement; or which are beneficially owned directly or

indirectly (including shares deemed owned through the application of the

immediately preceding clause) by any other company, person or entity (or an

affiliate or associate of any such company, person or entity) with which it or

its affiliates or associates has any agreement, arrangement or understanding

for the purposes of acquiring, holding, voting or disposing of any equity

securities of the corporation.

 

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      A determination of the Board of Directors of the corporation, based on

information known to the Board of Directors and made in good faith, shall be

conclusive as to whether: (a) a company, person or other entity is a related

person, an affiliate or an associate; or (b) a related person or affiliate or

associate thereof is the beneficial owner of more than 5% of any class of

equity securities of the corporation.

 

      The provisions of this Article and of Article Eight hereof shall be in

addition to the requirements of the General and Business Corporation Law of

Missouri and shall not be amended or repealed without the affirmative vote of

75% of the outstanding shares of all classes of stock of the corporation

entitled to vote thereon, voting as a single class at a meeting duly called

and held.  The notice of any meeting at which any matter described in this

Article or in Article Eight (including the amendment or repeal of either

Article) is to be voted on by the stockholders shall include a statement

describing the matter to be voted on and setting forth the vote required to

approve such matter.

 

 

      The foregoing Restated Articles of Incorporation were duly adopted at a

meeting of the Board of Directors of the Corporation held on December 16,

1997, by the affirmative vote of a majority of the members of the Board of

Directors, and correctly set forth without change the corresponding provisions

of the Articles of Incorporation as theretofore amended, and supersede the

original Articles of Incorporation and all amendments thereto.

 

      IN WITNESS WHEREOF, the undersigned Corporation has caused these

Restated Articles of Incorporation to be executed in its name by its President

and by its Secretary, this  17th  day of December, 1997.

                           ------

                                          CASS COMMERCIAL CORPORATION

 

 

(Corporate Seal)                          By  s/Lawrence A. Collett

                                             -----------------------------------

                                                President

 

                                          and Eric H. Brunngraber

                                             -----------------------------------

                                                Secretary

 

STATE OF MISSOURI       )

                        ) ss.

COUNTY OF ST. LOUIS     )

 

      I, Dana L. Stauder, a Notary Public, do hereby certify that on the 17th

day of December, 1997, personally appeared before me Lawrence A. Collett who,

being by me first duly sworn, declared that he is the President of Cass

Commercial Corporation, that he signed the foregoing document as President of

the Corporation, and that the statements therein contained are true.

 

                                          s/Dana L. Stauder

                                         ---------------------------------------

                                          DANA L. STAUDER

                                          Notary Public - Notary Seal

                                          STATE OF MISSOURI

                                          ST. CHARLES COUNTY

                                          MY COMMISSION EXP. JUNE 3, 2000

 

 

 

CASS INFORMATION SYSTEMS, INC.

AMENDMENT TO RESTATED ARTICLES OF INCORPORATION

The first paragraph of Article Three of the Restated Articles of Incorporation of Cass Information Systems, Inc. (the “Company”), is amended to read in its entirety as follows:

“The aggregate number of shares which the Corporation shall have authority to issue is Forty-Two Million (42, 000,000) shares, of which Forty Million (40,000,000) shares shall be Common Stock having a par value of $.50 per share, and Two Million (2,000,000) shares shall be Preferred Stock having a par value of $.50 per share. No shareholder shall be entitled to the preemptive right to acquire additional shares of the Corporation.”

The remainder of Article Three shall remain unchanged.

 

[As Filed: 04-19-2013]