COMMERCE BANCSHARES INC /MO/, S-4, 1997-02-14

COMMERCE BANCSHARES INC /MO/
S-4, 1997-02-14
STATE COMMERCIAL BANKS

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REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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COMMERCE BANCSHARES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MISSOURI 6712 43-0889454
(PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)
(I.R.S. EMPLOYER
(STATE OR OTHER IDENTIFICATION NO.)
JURISDICTION OF
INCORPORATION OR
ORGANIZATION)

1000 WALNUT
KANSAS CITY, MISSOURI 64106
(816) 234-2000
(ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

J. DANIEL STINNETT, ESQ.
VICE PRESIDENT, SECRETARY
AND GENERAL COUNSEL
COMMERCE BANCSHARES, INC.
1000 WALNUT
KANSAS CITY, MISSOURI 64106
(816) 234-2350
FAX: (816) 234-2333
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

COPIES TO:
DENNIS P. WILBERT, ESQ. C. ROBERT MONROE, ESQ.
BLACKWELL SANDERS MATHENY WEARY & STINSON, MAG & FIZZELL, P.C.
LOMBARDI L.C. 1201 WALNUT, SUITE 2800
TWO PERSHING SQUARE KANSAS CITY, MISSOURI 64108
2300 MAIN, SUITE 1100 (816) 691-1351
KANSAS CITY, MISSOURI 64108 FAX: (816) 691-3494
(816) 274-6815
FAX: (816) 274-6914

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this registration statement is declared
effective and all other conditions to the Merger and Acquisition (as defined
herein) have been satisfied or waived.

If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]

CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM AMOUNT OF
CLASS OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT* OFFERING PRICE* FEE
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<S> <C> <C> <C> <C>
Common Stock, par value
$5.00 per share....... 1,048,493 shares $18.39 $19,282,000 $5,843
</TABLE>
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* Pursuant to Rule 457(f)(2) under the Securities Act of 1933, and solely for
the purpose of calculating the registration fee, the proposed maximum
aggregate offering price represents the book value of the maximum amount of
(i) common stock, $1.00 par value per share, and preferred stock, $55.00 par
value per share, of Shawnee Bank Shares, Inc. and (ii) common stock, $10.00
par value per share, of The Shawnee State Bank estimated to be outstanding
immediately prior to, and to be canceled in, the Merger and Acquisition as
of , 1997.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

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<PAGE>

COMMERCE BANCSHARES, INC.

CROSS REFERENCE SHEET FOR PROSPECTUS/PROXY STATEMENT

<TABLE>
<CAPTION>
FORM S-4 REGISTRATION STATEMENT ITEM LOCATION IN PROSPECTUS/PROXY STATEMENT
------------------------------------ --------------------------------------
<C> <S> <C>
1. Forepart of Registration
Statement and Outside Front Facing page, Cross Reference
Cover Page of Prospectus....... Sheet; Cover Page of
Prospectus/Proxy Statement.
2. Inside Front and Outside Back
Cover Pages of Prospectus...... Available Information;
Incorporation by Reference.
3. Risk Factors, Ratio of Earnings
to Fixed Charges and Other
Information.................... Summary.
4. Terms of the Transaction........ Summary; The Merger and
Acquisition.
5. Pro Forma Financial
Information.................... Not Applicable.
6. Material Contacts with the
Company Being Acquired......... The Merger and Acquisition.
7. Additional Information Required
for Reoffering by Persons and
Parties Deemed to be
Underwriters................... Not Applicable.
8. Interests of Named Experts and
Counsel........................ Not Applicable.
9. Disclosure of Commission
Position on Indemnification for
Securities Act Liabilities..... Not Applicable.
10. Information with Respect to S-3
Registrants.................... Incorporation by Reference.
11. Incorporation of Certain
Information by Reference....... Incorporation by Reference.
12. Information with Respect to S-2
or S-3 Registrants............. Not Applicable.
13. Incorporation of Certain
Information by Reference....... Not Applicable.
14. Information with Respect to
Registrants Other Than S-3 or
S-2 Registrants................ Not Applicable.
15. Information with Respect to S-3
Companies...................... Not Applicable.
16. Information with Respect to S-2
or S-3 Companies............... Not Applicable.
17. Information with Respect to
Companies Other than S-2 or S-3 Summary--The Companies;
Companies...................... --Comparative Stock Prices;
--Comparative Per Share Data;
--Pro Forma and Selected
Financial Data; Management's
Discussion and Analysis of
Consolidated Financial Condition
and Results of Operations;
Financial Statements of Shawnee
Bank Shares, Inc. and
Subsidiary.
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
FORM S-
4 REGISTRATION STATEMENT ITEM LOCATION IN PROSPECTUS/PROXY STATEMENT
----------------------------- --------------------------------------
<C> <S> <C>
18. Information if Proxies,
Consents or Authorizations General Information as to the
Are to Be Solicited....... Special Meeting--Solicitation
and Revocation of Proxies;--
Voting of Proxies, Persons
Entitled to Vote, and Vote
Required; Securities Ownership
of Shawnee Common Stock and Bank
Stock; The Merger and
Acquisition--Interests of
Certain Persons in the Merger
and Acquisition; Rights of
Dissenting Shareholders;
Incorporation by Reference.
19. Information if Proxies,
Consents or Authorizations
Are Not to Be Solicited or
in an Exchange Offer...... Not Applicable.
</TABLE>
<PAGE>

February , 1997

Dear Shawnee Bank Shares, Inc. Shareholder:

You are cordially invited to attend the Special Meeting of Shareholders of
Shawnee Bank Shares, Inc. ("Shawnee") which will be held at , on
, , 1997, commencing at p.m., local time. At this important
meeting, holders of common stock of Shawnee will be asked to consider and vote
on a proposal relating to the merger of Shawnee with and into CBI-Kansas,
Inc., a wholly-owned subsidiary of Commerce Bancshares, Inc. Holders of
preferred stock of Shawnee do not have the right to vote on the proposal, but
are encouraged to attend the meeting.

This merger is subject to certain required regulatory approvals and other
conditions. The merger will be consummated shortly after the necessary
regulatory approvals are obtained and other conditions to the merger are
satisfied or waived. Under Kansas law, holders of common stock and preferred
stock of Shawnee have dissenters' rights of appraisal with respect to the
merger.

The enclosed Prospectus/Joint Proxy Statement describes the terms of the
acquisition in more detail. You should review the Prospectus/Joint Proxy
Statement carefully. Your board of directors has carefully reviewed and
considered the terms and conditions of the acquisition and believes that it is
fair and in the best interests of Shawnee and its shareholders and unanimously
recommends that shareholders vote "for" the proposal.

A majority vote of all outstanding shares of Shawnee common stock is
required to approve the acquisition. To ensure your shares will be represented
at the meeting, whether or not you plan to attend, I urge you to promptly
sign, date and mail your proxy in the enclosed self-addressed envelope, which
requires no postage. You may cancel your proxy by attending the meeting and
voting in person.

Sincerely,

Ronald H. Pflumm
President and Chief Executive
Officer
<PAGE>

SHAWNEE BANK SHARES, INC.

To the Shareholders of Shawnee Bank Shares, Inc.:

NOTICE IS HEREBY GIVEN that a Special Meeting of the shareholders of Shawnee
Bank Shares, Inc. ("Shawnee") will be held at , on , 1997,
commencing at p.m., local time (the "Special Meeting"). At the Special
Meeting, shareholders will be asked to consider and vote upon the following
matter, which is more fully described in the accompanying Prospectus/Joint
Proxy Statement:

Holders of Shawnee common stock of record at the close of business on
, 1997, will be entitled to notice of and to vote at the Special Meeting
or any adjournment or postponement thereof. Approval of the Acquisition
Agreement, which is a condition to the consummation of the transactions
contemplated by the Acquisition Agreement, requires the affirmative vote of
the holders of a majority of the outstanding shares of Shawnee common stock.
Pursuant to K.S.A. (S) 17-6712, Kansas law provides that Shawnee shareholders
are entitled to dissenters' rights.

YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE ACQUISITION AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED THEREBY AND RECOMMENDS THAT SHAREHOLDERS
VOTE FOR APPROVAL OF THE ACQUISITION AGREEMENT.

By Order of the Board of Directors

Corporate Secretary

Shawnee, Kansas
, 1997
<PAGE>

February , 1997

Dear The Shawnee State Bank Shareholder:

You are cordially invited to attend the Special Meeting of Shareholders of
The Shawnee State Bank (the "Bank") which will be held at , on ,
, 1997, commencing at p.m., local time. At this important meeting,
holders of common stock of the Bank will be asked to consider and vote on a
proposal relating to the acquisition of the Bank's assets and liabilities by
CBI-Kansas, Inc., a wholly-owned subsidiary of Commerce Bancshares, Inc., and
the subsequent liquidation of the Bank.

This acquisition is subject to certain required regulatory approvals and
other conditions. The acquisition will be consummated shortly after the
necessary regulatory approvals are obtained and other conditions to the
acquisition are satisfied or waived. Under Kansas law, you do not have
dissenters' rights of appraisal with respect to the acquisition.

The enclosed Prospectus/Joint Proxy Statement describes the terms of the
acquisition in more detail. You should review the Prospectus/Joint Proxy
Statement carefully. Your board of directors has carefully reviewed and
considered the terms and conditions of the acquisition and believes that it is
fair and in the best interests of the Bank and its shareholders and
unanimously recommends that shareholders vote "for" the proposal.

A two-thirds majority vote of all outstanding shares of Bank common stock is
required to approve the acquisition. To ensure your shares will be represented
at the meeting, whether or not you plan to attend, I urge you to promptly
sign, date and mail your proxy in the enclosed self-addressed envelope, which
requires no postage. You may cancel your proxy by attending the meeting and
voting in person.

Sincerely,

R. Nicholas Pflumm
President and Chief Executive
Officer
<PAGE>

THE SHAWNEE STATE BANK

To the Shareholders of The Shawnee State Bank:

NOTICE IS HEREBY GIVEN that a Special Meeting of the shareholders of The
Shawnee State Bank (the "Bank") will be held at , on , 1997,
commencing at p.m., local time (the "Special Meeting"). At the Special
Meeting, shareholders will be asked to consider and vote upon the following
matter, which is more fully described in the accompanying Prospectus/Joint
Proxy Statement:

A proposal to approve the Agreement and Plan of Reorganization, dated as
of January 16, 1997 (the "Acquisition Agreement"), by and among Commerce
Bancshares, Inc., CBI-Kansas, Inc., Shawnee Bank Shares, Inc. and The
Shawnee State Bank, a copy of which is attached as Annex A to the
accompanying Joint Proxy Statement/Prospectus. Pursuant to the Acquisition
Agreement, CBI-Kansas, Inc. will acquire the assets and assume the
liabilities of the Bank in exchange for shares of common stock of Commerce
Bancshares, Inc. The Bank will then be liquidated and the shares of
Commerce Common Stock owned by the Bank will be distributed to the Bank
shareholders.

Shareholders of record at the close of business on , 1997, will be
entitled to notice of and to vote at the Special Meeting or any adjournment or
postponement thereof. Approval of the Acquisition Agreement, which is a
condition to the consummation of the transactions contemplated by the
Acquisition Agreement, requires the affirmative vote of the holders of a two-
thirds majority of the outstanding shares of Bank common stock. Pursuant to
K.S.A. (S) 17-6712, Kansas law provides that Bank shareholders are not
entitled to dissenters' rights.

YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE ACQUISITION AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED THEREBY AND RECOMMENDS THAT SHAREHOLDERS
VOTE FOR APPROVAL OF THE ACQUISITION AGREEMENT.

By Order of the Board of Directors

Corporate Secretary

Shawnee, Kansas
, 1997
<PAGE>

PROSPECTUS OF
COMMERCE BANCSHARES, INC.
1,048,493 COMMON SHARES OF
$5.00 PAR VALUE

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JOINT PROXY STATEMENT OF
SHAWNEE BANK SHARES, INC. AND THE SHAWNEE STATE BANK

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This Prospectus/Joint Proxy Statement relates to the issuance of up to
1,048,493 shares of $5.00 par value common stock (the "Commerce Common Stock")
of Commerce Bancshares, Inc. ("Commerce"), in exchange for (i) shares of $1.00
par value common stock and $55.00 par value preferred stock (together, the
"Shawnee Stock") of Shawnee Bank Shares, Inc. ("Shawnee") in the merger
described herein, pursuant to which Shawnee will be merged into CBI-Kansas,
Inc. ("CBI") a wholly-owned subsidiary of Commerce (the "Merger") and (ii)
shares of $10.00 par value common stock of The Shawnee State Bank ("Bank")
pursuant to which the assets and liabilities of Bank will be acquired by CBI
and Bank will be liquidated (the "Acquisition").

This Prospectus/Joint Proxy Statement is also a proxy statement furnished at
the direction of the Boards of Directors of Shawnee and Bank in connection
with the solicitation of proxies from their shareholders to be voted at
special meetings of shareholders of Shawnee and Bank to be held on ,
1997, and at any adjournment thereof, for the purpose of considering and
voting upon approval of the acquisition agreement described herein.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS/JOINT PROXY STATEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

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The date of this Prospectus/Joint Proxy Statement is , 1997, and it is
first being mailed on or about , 1997.
<PAGE>

AVAILABLE INFORMATION

Commerce is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the SEC.
Such reports, proxy statements and other information can be inspected and
copied at the offices of the SEC at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549; Room 1400, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and 7 World Trade Center, New York, New York 10048.
Copies of such material can be obtained from the Public Reference Section of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
The Commission maintains an Internet web site that contains reports, proxy and
information statements and other information regarding issuers who file
electronically with the Commission. The address of that site is
http://www.sec.gov.

Commerce has filed a Registration Statement on Form S-4 with the SEC with
respect to the Commerce Common Stock to be issued in connection with the
Acquisition. This Prospectus/Joint Proxy Statement (the "Prospectus") does not
contain all the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
SEC. The Registration Statement and any amendments thereto, including exhibits
filed as a part thereof, are available at the SEC for inspection and copying
as set forth above.

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INCORPORATION BY REFERENCE

This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. Copies of such documents relating to Commerce,
and the exhibits to such documents, are available without charge to each
person to whom a copy of this Prospectus has been delivered upon written or
oral request of any such person, from Commerce Bancshares, Inc., 1000 Walnut,
P.O. Box 13686, Kansas City, Missouri 64106, Attention: J. Daniel Stinnett,
Telephone Number: (816) 234-2350. In Order to ensure timely delivery of the
documents, any request should be made by , 1997.

The following documents filed by Commerce with the SEC are hereby
incorporated by reference herein:

(a) Commerce's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.

(b) Commerce's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1996, June 30, 1996 and September 30, 1996.

(c) The description of the Commerce Common Stock set forth in the Form 8-
A Registration Statement as filed with the Commission on February 26, 1968,
as supplemented by the Form 8-A Registration Statement as filed with the
Commission on August 31, 1988 and as amended by Form 8-A12G/A as filed with
the Commission on June 10, 1996.

All documents subsequently filed by Commerce pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act shall be deemed to be incorporated by
reference into this Prospectus from the date of filing such documents.

Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified, to constitute a part of this Prospectus.

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2
<PAGE>

No person is authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation should not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell, or
solicitation of an offer to purchase, the securities offered by this
prospectus, or the solicitation of a proxy, in any jurisdiction, to or from
any person to whom it is unlawful to make such offer, solicitation of an offer
or proxy solicitation in such jurisdiction. Neither the delivery of this
Prospectus nor any distribution of the securities pursuant to this Prospectus
shall, under any circumstances, create an implication that there has been no
change in the information set forth herein since the date of this Prospectus.

3
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
AVAILABLE INFORMATION.................................................... 2
INCORPORATION BY REFERENCE............................................... 2
SUMMARY.................................................................. 6
The Companies.......................................................... 6
Shawnee Special Meeting................................................ 6
The Bank Special Meeting............................................... 7
The Merger and Acquisition............................................. 7
Stock Certificates; Dividend Withholding............................... 8
Conditions to the Merger and Acquisition............................... 8
Recommendation of the Boards of Directors; Interests of Certain Per-
sons.................................................................. 8
Voting Agreements...................................................... 8
Dissenters' Rights of Appraisal........................................ 8
Accounting Treatment................................................... 9
Federal Income Tax Consequences........................................ 9
Comparative Stock Prices............................................... 9
Comparative Per Share Data............................................. 10
Pro Forma and Selected Financial Data.................................. 11
THE COMPANIES............................................................ 12
SHAWNEE SPECIAL MEETING.................................................. 12
Purpose of the Special Meeting......................................... 12
Solicitation and Revocation of Proxies................................. 12
Voting of Proxies, Persons Entitled to Vote, and Vote Required......... 13
BANK SPECIAL MEETING..................................................... 13
Purpose of the Special Meeting......................................... 13
Solicitation and Revocation of Proxies................................. 13
Voting of Proxies, Persons Entitled to Vote, and Vote Required......... 13
THE MERGER AND ACQUISITION............................................... 14
General................................................................ 14
Conversion of Shawnee Stock............................................ 14
Conversion of Bank Stock............................................... 15
Exchange of Stock Certificates......................................... 15
Fractional Shares...................................................... 15
Background of Negotiations............................................. 15
Reasons for the Merger and Acquisition................................. 16
Operations and Management After the Merger............................. 17
Conditions to the Merger and Acquisition............................... 18
Conduct of Business Pending the Merger and Acquisition................. 18
No Solicitation........................................................ 18
Waiver and Amendment................................................... 18
Possible Termination of the Merger..................................... 18
Effective Time......................................................... 19
Interests of Certain Persons in the Merger and Acquisition............. 19
Voting Agreements...................................................... 19
Federal Securities Laws Consequences................................... 19
Rights of Dissenting Shareholders...................................... 19
Transactions Between Commerce and Shawnee or the Bank.................. 20
Accounting Treatment................................................... 20

</TABLE>

4
<PAGE>

<TABLE>
<CAPTION>
PAGE
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<S> <C>
FEDERAL INCOME TAX CONSEQUENCES......................................... 21
SECURITY OWNERSHIP OF SHAWNEE COMMON STOCK AND BANK STOCK............... 22
Shawnee Common Stock Ownership of Management and Certain Beneficial
Owners............................................................... 22
The Bank Stock Ownership of Management and Certain Beneficial Owners.. 24
DIFFERENCES IN RIGHTS OF SHAREHOLDERS................................... 25
General............................................................... 25
Number of Directors and Term.......................................... 25
Removal of Directors.................................................. 26
Voting................................................................ 26
Dividends and Liquidation Preference.................................. 26
Preemptive Rights..................................................... 26
Special Meetings...................................................... 26
Indemnification; Limitation of Liability.............................. 27
Shareholder Inspection................................................ 27
Amendment of Articles of Incorporations............................... 27
Amendment of Bylaws................................................... 28
Notice of Shareholder Proposals; Nominations of Directors............. 28
Shareholders' Vote for Mergers........................................ 28
Appraisal Rights...................................................... 29
Anti-takeover Statutes................................................ 29
Preferred Share Purchase Rights Plan.................................. 30
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
AND RESULTS OF OPERATIONS ............................................. 31
LEGAL OPINION........................................................... 38
EXPERTS................................................................. 38
Independent Public Accountants for Commerce Bancshares, Inc........... 38
Independent Public Accountants for Shawnee Bank Shares, Inc........... 38
SHAREHOLDER PROPOSALS................................................... 38
INDEX TO FINANCIAL STATEMENTS OF SHAWNEE BANK SHARES, INC............... F-1
EXHIBITS
Annex A--Copy of Acquisition Agreement
Annex B--Rights of Shareholders Dissenting from the Proposed Merger
</TABLE>

5
<PAGE>

SUMMARY

The following is a brief summary of certain information in this
Prospectus/Joint Proxy Statement (the "Prospectus"). This summary is not
intended to be complete and it is qualified in all respects by the information
appearing elsewhere in or incorporated by reference in this Prospectus, the
Annexes hereto and the documents referred to herein.

THE COMPANIES

Commerce Bancshares, Inc., ("Commerce") is a registered multi-bank holding
company which owns substantially all of the outstanding capital stock of two
national banking associations located in Missouri, one national banking
association located in Illinois, two national banking associations located in
Kansas, a credit card bank in Omaha, Nebraska, a mortgage banking company, a
credit life insurance company, a small business investment company, a property
and casualty insurance agency and a company primarily engaged in holding bank-
related real property. The principal assets of Commerce are represented by its
banking subsidiaries. The business of Commerce consists primarily of ownership,
supervision and control of its subsidiaries, including providing advice,
counsel and specialized services in various fields of financial and banking
policy and operations. The total assets of Commerce, on a consolidated basis as
of September 30, 1996, were approximately $9.4 billion and net income for the
nine months ended September 30, 1996, was approximately $87.1 million. (See
"SUMMARY--Pro Forma and Selected Financial Data"). The principal executive
offices of Commerce are at the Commerce Bank Building, 1000 Walnut, Kansas
City, Missouri 64106 (telephone number (816) 234-2000).

Shawnee Bank Shares, Inc. ("Shawnee") is a registered bank holding company
headquartered in Shawnee, Kansas. Shawnee owns approximately eighty-four
percent (84%) of the issued and outstanding common stock of The Shawnee State
Bank (the "Bank"), a Kansas state bank, located in Shawnee, Kansas. The total
assets of Shawnee and the Bank on a consolidated basis, as of September 30,
1996, were approximately $200.2 million and net income for the nine months
ended September 30, 1996, was approximately $1.7 million. (See "SUMMARY--Pro
Forma and Selected Financial Data"). The principal executive offices of Shawnee
and the Bank are at 11101 Johnson Drive, Shawnee, Kansas 66203 (telephone
number (913) 631-6300).

CBI-Kansas, Inc. ("CBI") is a wholly-owned subsidiary of Commerce. Pursuant
to the Agreement and Plan of Reorganization among Commerce, Shawnee, the Bank
and CBI dated January 16, 1997 (the "Acquisition Agreement"), Shawnee will be
merged into CBI and CBI will acquire the assets and assume the liabilities of
the Bank.

SHAWNEE SPECIAL MEETING

A special meeting of the shareholders of Shawnee will be held at in
Shawnee, Kansas on , , 1997, at a.m., local time (the "Shawnee
Special Meeting"), for the purpose of approving the Acquisition Agreement.

Only holders of record of Shawnee common stock, par value $1.00 per share
("Shawnee Common Stock") at the close of business on , 1997, will be
entitled to notice of and to vote at the Shawnee Special Meeting. Holders of
Shawnee preferred stock, par value $55 per share ("Shawnee Preferred Stock")
are not entitled to vote at the Shawnee Special Meeting. At the Shawnee Special
Meeting, each holder of Shawnee Common Stock will be entitled to one vote for
each share held, and the affirmative vote of a majority of the outstanding
shares of Shawnee Common Stock is required to approve the Acquisition
Agreement. Abstentions and failures to vote will have the same

6
<PAGE>

effect as votes cast against approval of the Acquisition Agreement. On ,
1997, directors and executive officers of Shawnee beneficially owned
approximately 82% of the outstanding shares of Shawnee Common Stock. All
directors of Shawnee owning Shawnee Stock have indicated they intend to vote in
favor of the Acquisition Agreement.

THE BANK SPECIAL MEETING

A special meeting of the shareholders of the Bank will be held at in
Shawnee, Kansas on , , 1997, at a.m., local time (the "Bank Special
Meeting"), for the purpose of approving the Acquisition Agreement. Only holders
of record of the Bank common stock, par value $10 per share ("Bank Stock"), at
the close of business on , 1997, will be entitled to notice of and to vote
at the Bank Special Meeting. At the Bank Special Meeting, each holder will be
entitled to one vote for each share held, and the affirmative vote of a two-
thirds majority of the outstanding shares of Bank Stock is required to approve
the Acquisition Agreement. Abstentions and failures to vote will have the same
effect as votes cast against approval of the Acquisition Agreement. On ,
1997, directors and executive officers of the Bank beneficially owned less than
1% of the outstanding shares of Bank Stock. All directors of the Bank owning
Bank Stock have indicated they intend to vote in favor of the Acquisition
Agreement.

THE MERGER AND ACQUISITION

Commerce, CBI, Shawnee and the Bank have entered into the Acquisition
Agreement, a copy of which is attached hereto as Annex A, pursuant to which (i)
Shawnee will be merged with and into CBI, which will be the surviving
corporation, and (ii) CBI will acquire the assets and liabilities of the Bank.

As more fully set forth below, the Acquisition Agreement provides, generally,
that each of the shares of Shawnee Stock outstanding immediately prior to the
Effective Time (as defined in the Acquisition Agreement) of the Merger will be
converted into the right to receive shares of Commerce common stock, par value
$5.00 per share ("Commerce Common Stock") in the Merger.

As more fully set forth below, the Acquisition Agreement also provides that
CBI will acquire the assets and assume the liabilities of the Bank at the
Effective Time. In exchange, the Bank will receive shares of Commerce Common
Stock which will be distributed to the shareholders of the Bank (other than
Commerce, CBI and Shawnee) in a liquidation of the Bank.

The Acquisition Agreement provisions are intended, within certain limits, to
maintain the value of the stock consideration in the Merger and Acquisition
from fluctuations in the Commerce Common Stock price (the "Commerce Stock
Price"). The conversion ratio (the number of shares of Commerce Common Stock
issuable for a share of Shawnee Stock or Bank Stock) varies, to the extent the
Commerce Stock is within a range (a so-called "collar"), so that the value of
the Commerce Common Stock issuable in the Merger and Acquisition is maintained
at approximately $725 per share of Shawnee Common Stock, $55 per share of
Shawnee Preferred Stock and $388.50 per share of Bank Stock if the Commerce
Stock Price is between the collar prices of $38.15 and $42.50. If the Commerce
Stock Price moves above or below the collar, then the conversion ratio becomes
fixed and the market value of the Commerce Common Stock issuable in the Merger
and Acquisition will total more or less than the amounts set forth above. See
"THE MERGER AND ACQUISITION--Conversion of Shawnee Stock; Conversion of Bank
Stock."

Fractional shares of Commerce Common Stock will not be issued in connection
with the Merger and Acquisition. Holders of Shawnee Stock or Bank Stock
otherwise entitled to a fractional share will be paid the value of the
fractional share in cash.

7
<PAGE>

STOCK CERTIFICATES; DIVIDEND WITHHOLDING

Shareholders of Shawnee and the Bank, other than those Shawnee shareholders
who perfect their dissenters' rights of appraisal, must surrender the
certificates for their shares of Shawnee Stock or Bank Stock to Commerce, and
inform Commerce of their federal taxpayer identification number, before
receiving a certificate for the number of shares of Commerce Common Stock to
which such shareholders are entitled. Until a Shawnee shareholder or Bank
shareholder surrenders the certificates for his Shawnee Stock or Bank Stock, as
the case may be, and informs Commerce of his or her federal taxpayer
identification number, Commerce may withhold the payment of any or all
dividends which would otherwise be payable to such shareholder as a shareholder
of Commerce. (See "THE MERGER AND ACQUISITION--Exchange of Stock
Certificates.")

CONDITIONS TO THE MERGER AND ACQUISITION

The Merger and Acquisition are subject to certain conditions, including
approval of the Acquisition Agreement by the shareholders of Shawnee and the
Bank and by appropriate state and federal banking authorities. Applications
have been filed with appropriate federal banking authorities seeking their
approval of the Merger and Acquisition. See "THE MERGER AND ACQUISITION--
Conditions to the Merger and Acquisition."

RECOMMENDATION OF THE BOARDS OF DIRECTORS; INTERESTS OF CERTAIN PERSONS

The Boards of Directors of Shawnee and the Bank believe that the Merger and
Acquisition are in the best interests of Shawnee and the Bank and their
shareholders and unanimously recommend that their respective shareholders vote
FOR the approval of the Acquisition Agreement. Certain members of the
management and Boards of Directors of Shawnee and the Bank have interests in
the Merger and Acquisition that are in addition to the interests of
shareholders of Shawnee and the Bank generally. See "THE MERGER AND
ACQUISITION--Reasons for the Merger and Acquisition;--Interests of Certain
Persons in the Merger and Acquisition."

VOTING AGREEMENTS

In addition to and contemporaneously with the Acquisition Agreement, Commerce
executed separate voting agreements (the "Voting Agreements") with certain of
the controlling shareholders of Shawnee, pursuant to which such controlling
shareholders agreed that they will vote or cause to be voted all of the shares
of Shawnee Common Stock then beneficially owned by them for approval of the
Acquisition Agreement at the Shawnee Special Meeting. As of the Shawnee record
date, such controlling shareholders owned beneficially an aggregate of 36,686
shares of Shawnee Common Stock, or approximately 81.66% of the issued and
outstanding shares. In addition, the Board of Directors of Shawnee has
indicated that it will vote all if its shares of Bank Stock held by Shawnee for
approval of the Acquisition Agreement at the Bank Special Meeting. As of the
Bank record date, Shawnee owned 83,445 shares of Bank Stock or approximately
84% of the issued and outstanding shares. See "THE MERGER AND ACQUISITION--
Voting Agreements."

DISSENTERS' RIGHTS OF APPRAISAL

Holders of Shawnee Stock who are opposed to the Merger have the right to
dissent from the Merger in accordance with Section 17-6712 of the Kansas
General Corporation Code ("KGCC") which provides that a shareholder shall be
entitled to receive the fair value of his shares as of the day prior to the day
on which the Merger is approved by the other shareholders if such shareholder:
(1) delivers a written demand for appraisal of such shares to Shawnee prior to
the vote on the Acquisition Agreement at the Shawnee Special Meeting; (2) does
not vote in favor of the Merger; and (3) makes

8
<PAGE>

written demand for payment of the fair value of his shares within twenty (20)
days after receiving notice that the Merger became effective. (See "THE MERGER
AND ACQUISITION--Rights of Dissenting Shareholders.")

The Bank shareholders do not have dissenters' rights.

ACCOUNTING TREATMENT

The Merger and Acquisition will be treated by Commerce as a pooling of
interests for accounting purposes.

FEDERAL INCOME TAX CONSEQUENCES

The Merger and acquisition are intended to qualify as reorganizations under
Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the
"Code"). Blackwell Sanders Matheny Weary & Lombardi L.C. will deliver as a
condition of closing of the Merger and Acquisition an opinion, based upon
certain customary assumptions and representations, to the effect that, for
Federal income tax purposes, no gain or loss will be recognized by either the
Shawnee or Bank shareholders as a result of the Merger and Acquisition to the
extent they receive Commerce stock solely in exchange for their Shawnee Stock
or Bank Stock, as the case may be. With respect to Shawnee Stock exchanged for
cash as the result of the exercise of dissenters' rights, the exchange will
treated as a sale, and normal recognition and gain and loss treatment will
apply. For a more complete description of the federal income tax consequences,
see "FEDERAL INCOME TAX CONSEQUENCES."

COMPARATIVE STOCK PRICES

Shares of Commerce Common Stock are traded in the over-the-counter market and
are listed on the NASDAQ Stock Market, Inc. ("NASDAQ"), National Market System.
The last sale price of Commerce Common Stock as reported on NASDAQ on January
15, 1997 (the last trading day preceding the execution of the Acquisition
Agreement, which was also the date preceding the announcement of the execution
of the Acquisition Agreement), was $46.50. The last sale price for Commerce
Common Stock as reported by NASDAQ on , 1997 (the most recent date for
which it was practicable to obtain market price data prior to the printing of
this Prospectus), was $ .

As of , 1997, there were and holders of record of Shawnee
Common Stock and Shawnee Preferred, respectively. There is no established
trading market for the shares of Shawnee Stock and there has been limited
trading of Shawnee Stock. Management has reviewed available records of
purchases and sales of Shawnee Stock and since January 1994 there have been
sixteen sales of Shawnee Common Stock at prices ranging from $300 to $350 per
share, and one sale of Shawnee Preferred Stock for $55 per share.

As of , 1997, there were holders of record of Bank Stock. There is
no established trading market for the shares of Bank Stock and there has been
limited trading of Bank Stock. Management has reviewed available records of
purchases and sales of Bank Stock and since January 1994 there have been two
sales of Bank Stock at prices of $106 and $200 per share.

9
<PAGE>

COMPARATIVE PER SHARE DATA

The following table sets forth per share data of Commerce, Shawnee and the
Bank on both an historical basis and on a pro forma basis for Shawnee and the
Bank. This table should be read in conjunction with the historical consolidated
financial statements and notes thereto for Commerce incorporated herein by
reference, and for Shawnee and the Bank contained herein. Pro forma combined
and equivalent pro forma per share data reflect the combined results of
Commerce, Shawnee and the Bank presented as though they were one company for
all periods shown. Pro forma and equivalent pro forma cash dividends paid per
share reflect Commerce's cash dividends paid in the periods indicated. The pro
forma amounts do not include any adjustments for estimated operating
efficiencies or revenue enhancements resulting from the Merger and Acquisition.

The following pro forma and equivalent pro forma information is based on the
estimated exchange ratios of 17.0513, 1.197 and 9.136 shares of Commerce Common
Stock for each share of Shawnee Common Stock, Shawnee Preferred Stock and Bank
Stock, respectively, which are the exchange ratios that would have applied had
the Effective Time been February 7, 1997. The actual exchange ratio depends in
part on the Commerce Common Stock price at closing. See "THE MERGER AND
ACQUISITION--Conversion of Shawnee Stock;--Conversion of Bank Stock."

<TABLE>
<CAPTION>
HISTORICAL EQUIVALENT PRO FORMA
-------------------------------------- ----------------------------
SHAWNEE
SHAWNEE BANK SHARES BANK SHARES
-------------------------------------- -----------------
SHAWNEE PRO FORMA SHAWNEE
COMMERCE* COMMON PREFERRED STATE BANK COMMERCE COMMON PREFERRED STATE BANK
--------- ------- --------- ---------- --------- ------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net income per common equivalent
share:
Twelve months ended:
December 31, 1995...... $ 2.71 $ 41.28 -- $ 23.19 $ 2.71 $ 46.15 $ 3.24 $ 24.72
December 31, 1994...... 2.59 42.12 -- 23.42 2.58 44.06 3.09 23.61
December 31, 1993...... 2.37 38.07 -- 21.36 2.37 40.39 2.84 21.64
Nine months ended:
September 30, 1996..... 2.26 36.90 -- 20.68 2.26 38.56 2.71 20.66
September 30, 1995..... 2.00 30.84 -- 17.32 2.00 34.08 2.39 18.26
Cash Dividends paid per
share:
Twelve months ended:
December 31, 1995...... $ 0.65 $ 10.00 $ 3.85 $ 6.50 $ 0.65 $ 11.13 $ 0.78 $ 5.97
December 31, 1994...... 0.57 10.00 3.85 6.00 0.57 9.72 0.68 5.21
December 31, 1993...... 0.50 10.00 3.85 5.50 0.50 8.59 0.60 4.60
Nine months ended:
September 30, 1996..... 0.54 -- 2.89 -- 0.54 9.26 0.65 4.96
September 30, 1995..... 0.49 -- 2.89 -- 0.49 8.36 0.59 4.48
Book value per common share at:
December 31, 1995...... $22.93 $364.57 $55.00 $207.91 $22.92 $390.75 $27.43 $209.36
December 31, 1994...... 19.68 333.29 55.00 191.22 19.70 335.83 23.58 179.94
December 31, 1993...... 19.37 301.18 55.00 173.80 19.35 329.93 23.16 176.78
September 30, 1996..... 23.68 402.82 55.00 228.57 23.70 404.05 28.36 216.49
September 30, 1995..... 22.40 365.44 55.00 208.54 22.40 381.94 26.81 204.64
</TABLE>
- -------
*Commerce information has been restated for a 5% stock dividend declared and
paid in December 1996.

10
<PAGE>

PRO FORMA AND SELECTED FINANCIAL DATA
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE)
(UNAUDITED)

The following table presents for Commerce, Shawnee and the Bank, on an
historical basis, selected consolidated financial data and unaudited pro forma
combined amounts reflecting the Merger and Acquisition. The pro forma amounts
assume the Merger and Acquisition had been effective during the periods
presented. Pro forma per share amounts assume an exchange ratio of 17.0513,
1.197 and 9.136 shares of Commerce Common Stock for each share of Shawnee
Common Stock, Shawnee Preferred Stock and Bank Stock, respectively, which are
the exchange ratios that would have applied had the Effective Time been
February 7, 1997. The actual exchange ratio depends in part on the Commerce
Common Stock price at closing. See "THE MERGER AND ACQUISITION--Conversion of
Shawnee Stock;--Conversion of Bank Stock."

<TABLE>
<CAPTION>
NINE MONTHS ENDED FOR THE YEAR ENDED DECEMBER 31,
--------------------- ------------------------------------------------------
09/30/96 09/30/95 1995 1994 1993 1992 1991
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net interest income and
other income:
Commerce*.............. $ 388,863 $ 361,357 $ 488,895 $ 435,645 $ 405,947 $ 356,316 $ 307,750
Shawnee Bank Shares,
Inc................... 8,215 8,277 10,914 10,753 9,801 9,562 9,064
The Shawnee State
Bank.................. 8,210 8,265 10,897 10,714 9,738 9,602 8,947
Pro Forma.............. $ 395,078 $ 369,634 $ 499,809 $ 446,398 $ 415,748 $ 365,878 $ 316,814
Net income:
Commerce*.............. $ 87,056 $ 79,392 $ 107,640 $ 96,111 $ 86,894 $ 71,655 $ 59,776
Shawnee Bank Shares,
Inc................... 1,718 1,446 1,935 1,973 1,791 1,585 1,386
The Shawnee State
Bank.................. 2,068 1,732 2,319 2,342 2,136 1,876 1,639
Pro Forma.............. $ 89,112 $ 81,120 $ 109,995 $ 98,464 $ 89,041 $ 73,552 $ 61,440
Net income per common
and common equivalent
share:
Commerce*.............. $ 2.26 $ 2.00 $ 2.71 $ 2.59 $ 2.37 $ 2.11 $ 1.83
Shawnee Bank Shares,
Inc................... 36.90 30.84 41.28 42.12 38.07 33.45 29.06
The Shawnee State
Bank.................. 20.68 17.32 23.19 23.42 21.36 18.76 16.39
Pro Forma.............. $ 2.26 $ 2.00 $ 2.71 $ 2.58 $ 2.36 $ 2.10 $ 1.83
Historical dividends
paid per common share:
Commerce*.............. $ 0.54 $ 0.49 $ 0.65 $ 0.57 $ 0.50 $ 0.46 $ 0.43
Shawnee Bank Shares,
Inc................... 0.00 0.00 10.00 10.00 10.00 10.00 10.00
The Shawnee State
Bank.................. 0.00 0.00 6.50 6.00 5.50 5.00 5.00
Pro Forma.............. $ 0.54 $ 0.49 $ 0.65 $ 0.57 $ 0.50 $ 0.46 $ 0.43
Total assets (end of
period)
Commerce*.............. $9,414,109 $9,155,289 $9,573,951 $8,035,574 $8,047,413 $7,541,613 $6,765,413
Shawnee Bank Shares,
Inc................... 200,159 189,429 194,680 195,240 195,164 182,976 175,028
The Shawnee State
Bank.................. 200,159 189,423 194,274 195,140 194,769 182,826 174,988
Pro Forma.............. $9,614,268 $9,344,718 $9,768,631 $8,230,814 $8,242,577 $7,724,589 $6,940,441
Long-term borrowings
(end of period):
Commerce*.............. $ 14,233 $ 15,663 $ 14,562 $ 6,487 $ 6,894 $ 7,267 $ 38,106
Shawnee Bank Shares,
Inc................... -- -- -- -- -- -- --
The Shawnee State
Bank.................. -- -- -- -- -- -- --
Pro Forma.............. $ 14,233 $ 15,663 $ 14,562 $ 6,487 $ 6,894 $ 7,267 $ 38,106
Total stockholders'
equity (end of period):
Commerce*.............. $ 888,936 $ 888,100 $ 883,783 $ 728,198 $ 712,620 $ 603,718 $ 507,264
Shawnee Bank Shares,
Inc................... 19,248 17,570 17,530 16,125 14,682 13,427 12,374
The Shawnee State
Bank.................. 22,857 20,854 20,791 19,122 17,380 15.794 14,418
Pro Forma.............. $ 911,877 $ 909,039 $ 904,672 $ 747,412 $ 730,110 $ 619,697 $ 521,967
Book value per common
share (end of period):
Commerce*.............. $ 23.68 $ 22.40 $ 22.93 $ 19.68 $ 19.37 $ 17.55 $ 15.59
Shawnee Bank Shares,
Inc................... 402.82 365.44 364.57 333.29 301.18 273.09 249.64
The Shawnee State
Bank.................. 228.57 208.54 207.91 191.22 173.80 157.94 144.18
Pro Forma.............. $ 23.70 $ 22.40 $ 22.92 $ 19.70 $ 19.35 $ 17.53 $ 15.61
</TABLE>
- -------
*Commerce information has been restated for a 5% stock dividend declared and
paid in December 1996.

11
<PAGE>

THE COMPANIES

Commerce Bancshares, Inc., ("Commerce") is a registered multi-bank holding
company which owns all of the outstanding capital stock (except directors'
qualifying shares) of two national banking associations located in Missouri,
one national banking association located in Illinois, two national banking
associations located in Kansas, a credit card bank in Omaha, Nebraska, a
mortgage banking company, a credit life insurance company, a small business
investment company, a property and casualty insurance agency and a company
primarily engaged in holding bank-related real property. The principal assets
of Commerce are represented by its banking subsidiaries. The business of
Commerce consists primarily of ownership, supervision and control of its
subsidiaries, including providing advice, counsel and specialized services in
various fields of financial and banking policy and operations. The total
assets of Commerce, on a consolidated basis as of September 30, 1996, were
approximately $9.4 billion and net income for the nine months ended September
30, 1996, was approximately $87.1 million. (See "SUMMARY--Pro Forma and
Selected Financial Data"). The principal executive offices of Commerce are at
the Commerce Bank Building, 1000 Walnut, Kansas City, Missouri 64106
(telephone number (816) 234-2000).

Shawnee Bank Shares, Inc. ("Shawnee") is a registered bank holding company
headquartered in Shawnee, Kansas. Shawnee owns approximately eighty-four
percent (84%) of the issued and outstanding common stock of The Shawnee State
Bank (the "Bank"), a Kansas state bank, located in Shawnee, Kansas. The total
assets of Shawnee and the Bank on a consolidated basis, as of September 30,
1996, were approximately $200.2 million and net income for the nine months
ended September 30, 1996, was approximately $1.7 million. (See "SUMMARY--Pro
Forma and Selected Financial Data"). The principal executive offices of
Shawnee and the Bank are at 11101 John Drive, Shawnee, Kansas (telephone
number (913) 631-6300).

CBI-Kansas, Inc. ("CBI") is a wholly-owned subsidiary of Commerce. Pursuant
to the Agreement and Plan of Reorganization among Commerce Shawnee, the Bank
and CBI dated January 16, 1997 (the "Acquisition Agreement"), Shawnee will be
merged into CBI and CBI will acquire the assets and assume the liabilities of
the Bank.

SHAWNEE SPECIAL MEETING

PURPOSE OF THE SPECIAL MEETING

The purpose of the Shawnee Special Meeting is to consider and vote upon a
proposal to approve the Acquisition Agreement which provides, among other
things, for the merger of Shawnee with and into CBI and in which CBI will be
the surviving corporation (the "Merger"). Shareholders of Shawnee will receive
shares of Commerce Common Stock in the Merger.

SOLICITATION AND REVOCATION OF PROXIES

This Prospectus is being furnished to the shareholders of Shawnee in
connection with the solicitation of proxies by the Board of Directors of
Shawnee for use at the Shawnee Special Meeting to be held at a.m., local
time, on , 1997, at and at any adjournment or adjournments
thereof. Any proxy given does not affect the right to vote in person at the
Shawnee Special Meeting and may be revoked at any time before it is exercised;
there is no formal method required for revocation.

The cost of solicitation of proxies for the Shawnee Special Meeting will be
borne by Shawnee. In addition to solicitation by mail, Shawnee may cause
proxies to be solicited personally or by telephone or telegram by Shawnee's
regular employees.

12
<PAGE>

VOTING OF PROXIES, PERSONS ENTITLED TO VOTE, AND VOTE REQUIRED

All shares represented by a proxy given pursuant to this solicitation will
be voted as specified thereon at the Shawnee Special Meeting. If no
specification is given, such shares will be voted in favor of the proposal to
approve the Acquisition Agreement. The Board of Directors of Shawnee is not
aware of any other business to be presented at the Shawnee Special Meeting.
Should any such other business be presented at the Shawnee Special Meeting,
the person or persons named in the proxy will vote the same in accordance with
their judgment.

The affirmative vote of the holders of at least a majority of the
outstanding shares of Shawnee Common Stock is required to approve the
Acquisition Agreement. Only holders of Shawnee Common Stock of record as of
the close of business on , 1997, are entitled to vote at the Shawnee
Special Meeting. At the close of business on that date, shares of Shawnee
Common Stock were outstanding. Holders of shares of Shawnee Common Stock are
entitled to one vote for each share held on the record date. Holders of shares
of Shawnee Preferred Stock are not entitled to vote at the Shawnee Special
Meeting.

BANK SPECIAL MEETING

PURPOSE OF THE SPECIAL MEETING

The purpose of the Bank Special Meeting is to consider and vote upon a
proposal to adopt the Acquisition Agreement which provides, among other
things, for the acquisition of the assets and assumption of the liabilities of
the Bank by CBI in exchange for shares of Commerce Common Stock and the
subsequent liquidation of the Bank pursuant to which such shares of Commerce
Common Stock will be distributed to the Bank shareholders (the "Acquisition").

SOLICITATION AND REVOCATION OF PROXIES

This Prospectus is being furnished to the shareholders of the Bank in
connection with the solicitation of proxies by the Board of Directors of the
Bank for use at the Bank Special Meeting to be held at a.m., local time, on
, 1997, at , and at any adjournment or adjournments thereof.
Any proxy given does not affect the right to vote in person at the Bank
Special Meeting and may be revoked at any time before it is exercised; there
is no formal method required for revocation.

The cost of solicitation of proxies for the Bank Special Meeting will be
borne by the Bank. In addition to solicitation by mail, the Bank may cause
proxies to be solicited personally or by telephone or telegram by the Bank's
regular employees.

VOTING OF PROXIES, PERSONS ENTITLED TO VOTE, AND VOTE REQUIRED

All shares represented by a proxy given pursuant to this solicitation will
be voted as specified thereon at the Bank Special Meeting. If no specification
is given, such shares will be voted in favor of the proposal to adopt the
Acquisition Agreement. The Board of Directors of the Bank is not aware of any
other business to be presented at the Bank Special Meeting. Should any such
other business be presented at the Bank Special Meeting, the person or persons
named in the proxy will vote the same in accordance with their judgment.

The affirmative vote of the holders of a two-thirds majority of the
outstanding shares of Bank Stock is required to approve the Acquisition
Agreement. Only holders of Bank Stock of record as of the close of business on
, 1997, are entitled to vote at the Bank Special Meeting. At the close of
business on that date, shares of Bank Stock were outstanding. Holders of
shares of Bank Stock are entitled to one vote for each share held on the
record date.

13
<PAGE>

THE MERGER AND ACQUISITION

GENERAL

The Acquisition Agreement and certain related matters are summarized below.
This summary does not purport to be a complete statement of the terms and
conditions of the Merger and Acquisition and is qualified in its entirety by
reference to the Acquisition Agreement which is attached as Annex A to this
Prospectus and is incorporated herein by reference.

At the Effective Time, Shawnee will merge with and into CBI, the separate
corporate existence of Shawnee will cease and CBI will survive and continue to
exist as a wholly-owned subsidiary of Commerce. Concurrently at the Effective
Time, all of the assets of the Bank will be transferred to, and all of the
liabilities of the Bank will be assumed by, CBI.

The Acquisition Agreement has been structured so that if the Average
Commerce Price (defined below) is within the range of $38.15 to 42.50, then
the aggregate value of Commerce Common Stock to be issued to Shawnee and Bank
shareholders in the Merger and Acquisition will equal $40 million. If the
Average Commerce Price is less than $38.15, the total price will be less than
$40 million; if the Average Commerce Price is more than $42.50, the total
price will be greater than $40 million.

Assuming the Average Commerce Price is within the collars, the per-share
value paid in Commerce Common Stock to the shareholders of Shawnee will be
approximately $725 per share of Shawnee Common Stock and $55 per share of
Shawnee Preferred Stock. If the Commerce Stock Price falls outside the
collars, the per-share value paid to holders of Shawnee Stock will be more or
less than those amounts.

Assuming the Average Commerce Price is within the collars, the per-share
value in Commerce Common Stock to be distributed to the shareholders of the
Bank (excluding shares owned by Commerce and CBI) will be approximately
$388.50 per share of Bank Stock. If the Commerce Stock Price falls outside the
collars, the per-share value paid to the Bank will be more or less than this
amount.

CONVERSION OF SHAWNEE STOCK

At the Effective Time, automatically by virtue of the Merger and without any
action on the part of any party or shareholder, each share of Shawnee Common
Stock (excluding (i) shares held by Shawnee or the Bank or by Commerce or any
of its subsidiaries, in each case other than in a fiduciary capacity and (ii)
any shares with respect to which dissenters' rights are being exercised issued
and outstanding immediately prior to the Effective Time) will be converted
into that number of shares of Commerce Common Stock equal to the Common Per
Share amount divided by the Average Commerce Price (as defined below). The
"Common Per Share Amount" shall equal (i) $40 million, (ii) less the Preferred
Per Share Amount (as defined below) multiplied by 20,941, with the result of
(i) less (ii) then (iii) multiplied by .83845, with the result then (iv)
divided by 44,924. Had the Effective Time occurred on February , 1997, the
most recent date for which it was practicable to obtain market price data to
the printing this Prospectus, each share of Shawnee Common Stock would have
been converted into shares of Commerce Common Stock.

Each remaining issued and outstanding share of Shawnee Preferred Stock shall
be converted into the number of shares of Commerce Common Stock equal to $55
plus unpaid accumulated dividends, if any, divided by the average of the
closing sales prices of Commerce Common Stock as reported by the NASDAQ
National Market System ("NASDAQ") on each of the fifteen (15) consecutive
trading days preceding the third trading day prior to the Effective Time, (the
"Average Commerce Price"); provided, the Average Commerce Price shall not be
less than $38.15 nor more than $42.50. The value

14
<PAGE>

of the Commerce Common Stock received for each share of Shawnee Preferred
Stock is referred to as the "Preferred Per Share Amount". Had the Effective
Time occurred on February , 1997, the most recent date for which it was
practicable to obtain market price data prior to the printing this Prospectus,
each share of Shawnee Preferred Stock would have been converted into
shares of Commerce Common Stock.

CONVERSION OF BANK STOCK

In consideration for the transfer of the assets and liabilities of the Bank,
CBI will transfer to the Bank for each share of Bank Stock outstanding (other
than shares owned by Commerce, CBI and Shawnee) the number of shares of
Commerce Common Stock equal to the Bank Per Share Amount divided by the
Average Commerce Price. The "Bank Per Share Amount" shall equal (i) $40
million, (ii) less the Preferred Per Share Amount multiplied by 20,941, with
the result of (i) less (ii) then (iii) multiplied by .16155, with the result
then (iv) divided by 16,155. Had the Effective Time occurred on February ,
1997, the most recent date for which it was practicable to obtain market price
data prior to the printing this Prospectus, each share of Bank Stock would
(indirectly) have been converted into shares of Commerce Common Stock. The
Bank will then be liquidated and the shares of Commerce Common Stock will be
distributed to the shareholders of the Bank (other than Commerce, CBI and
Shawnee).

EXCHANGE OF STOCK CERTIFICATES

At the Effective Time certificates evidencing shares of Shawnee Stock or
Bank Stock which are to be exchanged directly (in the case of Shawnee) or
indirectly (in the case of the Bank) for shares of Commerce Common Stock will
be deemed for all corporate purposes, other than the payment of dividends and
other distributions on such stock, to evidence ownership of such shares of
Commerce Common Stock. As soon as practicable after the Effective Time,
Commerce or its agent, as the Exchange Agent, will send a notice and
transmittal form to each record holder of certificates for Shawnee Stock or
Bank Stock advising such holder of the procedures for surrendering Shawnee or
Bank certificates to Commerce or its agent in exchange for a certificate for
the number of whole shares of Commerce Common Stock and a check for the cash
amount (if any) to which such holder is entitled. The shares of Commerce
Common Stock will be deemed to have been issued at the Effective Time.
Promptly following the surrender of the Shawnee and Bank certificates,
Commerce or its agent will deliver to the surrendering Shawnee shareholders
certificates evidencing whole shares of Commerce Common Stock and a check for
the cash amount of any fractional interest, (See "--Fractional Shares") all in
accordance with the notice and transmittal form. Holders of Shawnee Stock and
Bank Stock will be entitled to dividends, without interest, which may be
declared and payable to holders of record of Commerce Common Stock after the
Effective Time; provided, however, that any such dividends will be remitted to
each Shawnee or Bank shareholder entitled thereto, without interest, at the
time that such certificates representing shares of Shawnee Stock or Bank Stock
are surrendered for exchange, subject to any applicable abandoned property,
escheat or similar law.

FRACTIONAL SHARES

Neither certificates nor scrip representing fractional shares of Commerce
Common Stock will be issued, but in lieu thereof, each holder of shares of
Shawnee Stock or Bank Stock who would otherwise have been entitled to a
fraction of a share of Commerce Common Stock will be paid the cash value of
such fraction determined by multiplying such fraction by the Commerce Stock
Price.

BACKGROUND OF NEGOTIATIONS

Shawnee, which is controlled by members of the Pflumm family, has owned over
eighty percent of the Bank since 1977. Prior to that time, members of the
Pflumm family owned controlling interest

15
<PAGE>

directly in the Bank. Members of the Pflumm family have held top management
positions of the Bank since 1955 and of Shawnee since its inception.

Members of the Pflumm family have had a long-standing presence in the City
of Shawnee, Johnson County, Kansas and surrounding community. Consequently,
the Bank has developed a substantial presence in the Johnson County
residential construction lending market. Since the relaxation of interstate
banking rules, Commerce has sought to increase its coverage of the Johnson
County area and in recent years representatives of Commerce have periodically
called upon members of the Pflumm family with respect to a possible
acquisition of the Bank. During that period, members of the Pflumm family
expressed no interest in selling the Bank.

Late in the summer of 1996, certain members of the Pflumm family expressed
an interest in increasing the liquidity of their investments in Shawnee and
the Bank. The subject of selling the Bank was discussed by Ron Pflumm,
President of Shawnee, and Mary Jo Pflumm, a Bank director, who together
beneficially own approximately two-thirds of the total voting stock of
Shawnee. Shortly thereafter, a meeting was held between Ron Pflumm and Mary Jo
Pflumm. A representative of the Bank's accounting firm, KPMG Peat Marwick LLP
participated in that meeting to address tax issues related to Shawnee and
selling shareholders. At this meeting, it was decided that merger
opportunities would be explored.

Discussions were held with three financial institutions (including Commerce)
to determine the extent of their interest in acquiring the Bank. Each
institution provided a letter to Shawnee outlining the terms and conditions,
including price, on which they would be interested in pursuing a business
combination (the "Letters of Intent"). Members of the Pflumm family advised
the Shawnee and the Bank Boards of Directors of their interest in selling the
Bank pursuant to the terms outlined in the Commerce Letter of Intent and asked
that the Boards consider such a sale. The Boards named a special committee to
study the Letters of Intent. The special committee met on November 15, 1996 to
discuss sale matters. KPMG Peat Marwick LLP participated in that meeting to
address tax issues related to Shawnee and selling shareholders. On December 2,
1996, the special committee recommended a sale of the Bank in accordance with
the terms outlined in the Commerce Letter of Intent. On December 4, 1996, Ron
Pflumm countersigned the Letter of Intent delivered by Commerce.

Due diligence on the part of Commerce at the Bank started on December 10,
1996 and continued through December 13, 1996. During that time and in the
ensuing period the Acquisition Agreement was drafted and reviewed by
representatives of both Shawnee and the Bank. Related negotiations were
participated in by top management officials of both institutions and outside
counsel. At that meeting, representatives of KPMG Peat Marwick LLP were
present to discuss accounting and tax implications of the proposed
transaction.

Following the completion of the due diligence and resolution of details of
the proposed transaction, the Shawnee and the Bank Boards unanimously approved
and authorized the execution of the Acquisition Agreement and related
documents.

REASONS FOR THE MERGER AND ACQUISITION

Shawnee and the Bank. The Shawnee and the Bank Boards believe that the terms
of the Acquisition Agreement are fair to, and in the best interests of,
Shawnee, the Bank and their shareholders. In considering the terms and
conditions of the Acquisition Agreement, the Shawnee and the Bank Boards
considered a number of factors. They did not assign any relative or specific
weights to the factors considered. The material factors considered were:

The Financial Terms and Structure of the Merger and Acquisition. The
Shawnee and the Bank Boards are of the view that, based on historical and
anticipated trading ranges for Commerce Common Stock, the value of the
consideration to be received by Shawnee and the

16
<PAGE>

Bank shareholders represents a fair multiple of Shawnee's and the Bank's
per share book value and earnings. The Boards also considered that, based
on their belief that Commerce would continue to pay cash and stock
dividends at its current rate, the Merger and Acquisition would result in a
substantial increase in dividend income and stock price appreciation to
their respective shareholders, although there can be no assurance that
current dividends are indicative of future dividends or that current stock
price appreciation is indicative of future performance. See "SUMMARY--
Comparative Per Share Data." Additionally, the Boards recognized that the
shares of Commerce Common Stock were listed for trading on the NASDAQ
National Market System and provided a liquid investment as compared to
shares of Shawnee Stock and Bank Stock. The Shawnee and the Bank Boards
also considered that the Merger and Acquisition would each qualify as tax-
free reorganizations under the Internal Revenue Code of 1986, as amended
(the "Code"). See "FEDERAL INCOME TAX CONSEQUENCES."

The Non-Financial Terms of the Merger and Acquisition. The Shawnee and
the Bank Boards considered the social and economic effect on the employees,
depositors and customers of, and others dealing with, the Bank and on the
communities in which the Bank is located or operates. They concluded that
because of its favorable position among its peer group of national and
regional financial institutions in terms of profitability, capital adequacy
and asset quality, its large menu of banking and banking related products,
strong management, acquisition experience and history of operating acquired
banking locations as community banks, Commerce would be an excellent
successor to the existing the Bank owners.

Commerce. In approving the Acquisition Agreement, management of Commerce
considered the price, financial condition of the Bank, projected synergies
which Commerce anticipates will result from the Merger and Acquisition and the
compatibility of the businesses of the two banking organizations. The
management of Commerce concluded that the Merger and Acquisition presents a
unique opportunity for Commerce to increase its presence in Johnson County,
Kansas through the acquisition of an established banking organization having
significant operations in the targeted area.

THE SHAWNEE AND THE BANK BOARDS OF DIRECTORS UNANIMOUSLY RECOMMEND THAT
SHAWNEE AND THE BANK SHAREHOLDERS VOTE FOR APPROVAL OF THE ACQUISITION
AGREEMENT.

OPERATIONS AND MANAGEMENT AFTER THE MERGER

At the Effective Time, the separate corporate existence of Shawnee and the
Bank will terminate and all of the assets and liabilities of Shawnee will
become assets and liabilities of CBI. At the direction of CBI, the Acquisition
Agreement provides that the assets and liabilities of the Bank shall, at the
Effective Time, be transferred to Commerce Bank, N.A., a wholly-owned
subsidiary of CBI. It is expected that existing Bank management will be
supplemented with personnel from Commerce who will assist in bringing new
methods and systems to the Bank. Commerce also expects to enhance the net
interest margin and non-interest income of the Bank by expanding the products
and services offered.

Commerce operates in a somewhat centralized manner and, as a result, will
analyze the Bank's operations for potential efficiencies. Commerce anticipates
achieving operating cost savings through the proposed consolidation and the
elimination of redundant costs. While there can be no assurances that
operating cost savings will be realized or in what fiscal period the savings
will actually be recorded, plans are currently being developed to realize
operating cost savings. It is expected that the annualized level of operating
cost savings achieved will be realized unevenly throughout the period of
consolidation, with the majority of any savings realized in the latter part of
the period. The extent to which the operating cost savings will be achieved
depends, among other things, on the regulatory environment and economic
conditions, and may be affected by unanticipated changes in business
activities, inflation and operating costs.

17
<PAGE>

CONDITIONS TO THE MERGER AND ACQUISITION

Consummation of the Merger and Acquisition is subject to the fulfillment of
certain conditions set forth in the Acquisition Agreement, including the
following:

(a) Approval of the Acquisition Agreement by the holders of a majority of
all the outstanding shares of Shawnee Common Stock;

(b) Approval of the Acquisition Agreement by a two-thirds majority of all
the outstanding shares of Bank Stock;

(c) The accuracy of representations of Commerce, CBI and Shawnee made in
the Acquisition Agreement and the performance of their respective
obligations thereunder;

(d) The absence of a material adverse event since January 16, 1997,
affecting the financial condition, properties, assets, liabilities, rights,
business or prospects of either Commerce or Shawnee;

(e) The receipt by Commerce, Shawnee and the Bank of an opinion from
Blackwell Sanders Matheny Weary & Lombardi L.C. relating to certain tax
matters;

(f) The receipt by Commerce of an opinion from Stinson, Mag & Fizzell,
P.C. as to certain corporate matters regarding Shawnee and the Bank;

(g) The receipt of necessary regulatory approvals;

(h) A minimum tangible net worth and minimum loan loss reserve of the
Bank.

CONDUCT OF BUSINESS PENDING THE MERGER AND ACQUISITION

Pursuant to the Acquisition Agreement, Shawnee and the Bank have agreed to
carry on their business in the usual, regular and ordinary course in
substantially the same manner as conducted prior to the execution of the
Acquisition Agreement.

NO SOLICITATION

The Acquisition Agreement provides that, unless and until the Merger and
Acquisition have been terminated, neither Shawnee or the Bank will solicit or
encourage or, subject to the fiduciary duties of their directors as advised by
counsel, hold discussions or negotiations with, or provide information to, any
person in connection with any proposal from any person relating to the
acquisition of all or a substantial portion of the business, assets or stock
of Shawnee or the Bank. Shawnee and the Bank are required to promptly advise
Commerce of their receipt of, and the substance of, any such proposal or
inquiry.

WAIVER AND AMENDMENT

Prior to or at the Effective Time, any provision of the Acquisition
Agreement, including, without limitation, the conditions to consummation of
the Merger and Acquisition, may be (i) waived, to the extent permitted under
law, in writing by the party which is entitled to the benefits thereof; or
(ii) amended at any time by written agreement of the parties, whether before
or after approval of the Acquisition Agreement by the shareholders of Shawnee
and the Bank; provided, however, that after any such approval, no such
amendment or modification shall alter the amount or change the form of the
consideration or alter or change any of the terms of the Acquisition Agreement
if such alteration or change would adversely affect the holders of Shawnee
Stock or Bank Stock. It is anticipated that a condition to consummate the
Merger and Acquisition would be waived only in those circumstances where the
Board of Directors of Commerce, CBI, Shawnee or the Bank, as the case may be,
deems such waiver to be in the best interests of such company and its
shareholders.

POSSIBLE TERMINATION OF THE MERGER

The Acquisition Agreement may be terminated by either party if the
consummation of the Merger and Acquisition has not occurred by July 31, 1997.

18
<PAGE>

EFFECTIVE TIME

It is presently anticipated that the effective time of the Merger will occur
in the second quarter of 1997, but no assurance can be given to that effect.

INTERESTS OF CERTAIN PERSONS IN THE MERGER AND ACQUISITION

R. Nicholas Pflumm, President and Chief Executive Officer of the Bank has
been offered, and has accepted, a position as Executive Vice President of
Commerce Bank, N.A., if the Merger and Acquisition are consummated. Mr. R.N.
Pflumm will be the market manager of Commerce Bank, N.A.'s banking presence in
Johnson County, Kansas. Mr. R. N. Pflumm will be compensated commensurate with
comparable Commerce Bank, N.A.'s executive officers.

Ronald H. Pflumm, President and Chief Executive Officer of Shawnee, has been
offered a consulting contract with Commerce Bank, N.A., but such contract has
not been entered into by the parties. Mr. R. H. Pflumm will be offered a
directorship of Commerce Bank, N.A., if the Merger and Acquisition are
consummated.

VOTING AGREEMENTS

In addition to and contemporaneously with the Acquisition Agreement,
Commerce executed separate voting agreements (the "Voting Agreements") with
certain of the controlling shareholders of Shawnee, pursuant to which such
controlling shareholders agreed that they will vote or cause to be voted all
of the shares of Shawnee Common Stock then beneficially owned by them for
approval of the Acquisition Agreement at the Shawnee Special Meeting. As of
the Shawnee record date, such controlling shareholders owned beneficially an
aggregate of 36,886 shares of Shawnee Common Stock, or approximately 81.66% of
the issued and outstanding shares. In addition, the Board of Directors of
Shawnee has indicated that it will vote all of the shares of Bank Stock held
by Shawnee for approval of the Acquisition Agreement at the Bank Special
Meeting.

FEDERAL SECURITIES LAWS CONSEQUENCES

The shares of Commerce to be issued pursuant to the Merger and Acquisition
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"). The provisions of Rule 145 under the Securities Act allow
such shares to be sold without restriction by shareholders of Shawnee and the
Bank who are not deemed to be "affiliates" (as that term is defined in the
rules under the Securities Act) of Shawnee or the Bank and who do not become
affiliates of Commerce. The shares of Commerce to be issued to affiliates of
Shawnee or the Bank may be resold only pursuant to an effective registration
statement, pursuant to Rule 145 under the Securities Act, or in transactions
otherwise exempt from registration under the Securities Act. Commerce will not
be obligated and does not intend to register its shares under the Securities
Act for resale by shareholders who are affiliates.

RIGHTS OF DISSENTING SHAREHOLDERS

In order to have dissenters' rights, a holder of Shawnee Stock must not vote
his shares in favor of the Acquisition Agreement or deliver an unmarked, but
signed proxy. If the Merger is approved holders of shares of Shawnee Stock
will possess the right to seek appraisal of their shares pursuant to Section
17-6712 of the KGCC ("Section 17-6712").

THE FOLLOWING IS A SUMMARY OF THE PROVISIONS OF SECTION 17-6712 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF SUCH SECTION, A
COPY OF WHICH IS ATTACHED TO THIS PROSPECTUS AS ANNEX B. THE FAILURE TO COMPLY
WITH THE PROVISIONS OF SECTION 17-6712 MAY RESULT IN A TERMINATION OR LOSS OF
APPRAISAL RIGHTS THEREUNDER.

A holder of record of shares of Shawnee Stock who elects to exercise
appraisal rights under Section 17-6712 must deliver a written objection to the
Acquisition Agreement to Shawnee prior to the

19
<PAGE>

vote on the Acquisition Agreement by the holders of Shawnee Common Stock at
the Shawnee Special Meeting to be held on , 1997. Any such objection
should be sent to Shawnee at 11101 Johnson Drive, Shawnee, Kansas 66203,
Attention: Ronald H. Pflumm.

Within 10 days after the Effective Date, CBI, as the surviving corporation
in the Merger, will give written notice to each former holder of shares of
Shawnee Stock who has complied with the written notice requirement that the
Merger has become effective and that dissenters' rights are available for any
or all of such holder's shares in connection therewith. Within 20 days after
the date of the mailing of the notice, such holder must demand in writing to
CBI the payment of the fair value of such holder's shares of Shawnee Stock.
Any such demand should be sent to CBI at 1000 Walnut, Kansas City, Missouri
64106, Attention: J. Daniel Stinnett. Within 30 days after the expiration of
the 20 day period, CBI shall pay to such holder the value of such holder's
shares, exclusive of any element of value arising from the expectation or
accomplishment of the Merger and Acquisition.

If CBI and a dissenting shareholder fail to agree upon the fair value of the
Shawnee Shares, within four months after the Effective Time of the Merger, but
not thereafter, either CBI or any shareholder entitled to dissenters' rights
under Section 17-6712 may file a petition in the District Court of Kansas
demanding a determination of the value of the stock of all shareholders
entitled to appraisal. Inasmuch as CBI has no obligation to file such a
petition, the failure of a shareholder to do so within the period specified
could nullify such shareholder's previous written demand for appraisal.

If a petition for appraisal described above is timely filed by a
shareholder, CBI is obligated to provide the shareholder with a verified list
of all shareholders who have demanded appraisal. After notice to such
shareholders, the court is empowered to conduct a hearing upon the petition,
to determine those shareholders entitled to appraisal and to determine the
"fair value" of the shares held by them as of the date on which the Merger is
consummated, which under the KGCC would be determined exclusive of any element
of value arising from accomplishment or expectation of the Merger and
Acquisition.

When the "fair value" is so determined, the court will direct the payment by
CBI of such value, with interest thereon if the court so determines, to the
shareholders entitled to receive the same, upon surrender to CBI by such
shareholders of the certificates representing their shares of Shawnee Stock to
CBI at the address specified above. Upon application of CBI or any shareholder
entitled to participate in the appraisal proceeding, the court may in its
discretion permit discovery or other pretrial proceedings and may proceed to
trial upon the appraisal prior to the final determination of those other
shareholders entitled to an appraisal who have complied with the above
conditions.

TRANSACTIONS BETWEEN COMMERCE AND SHAWNEE OR THE BANK

No shares of Shawnee Stock or Bank Stock are presently owned by Commerce or
by any of its subsidiaries or principals, or by trustees for the benefit of
Commerce or any of its subsidiaries, shareholders or employees as a class or
by an escrow arrangement instituted by Commerce.

ACCOUNTING TREATMENT

It is intended that the Merger and Acquisition will qualify as a pooling of
interests for accounting and financial reporting purposes. Under this method
of accounting, the consolidated assets and liabilities of Shawnee and the Bank
will be carried forward to the consolidated financial statements of Commerce
at their recorded amounts and the consolidated net income of Shawnee and the
Bank, if material, will be included in the net income of Commerce. A
Representative of KPMG Peat Marwick LLP is expected to be present at the
Shawnee and Bank Special Meetings and will have an opportunity to make a
statement and answer questions.

20
<PAGE>

FEDERAL INCOME TAX CONSEQUENCES

The following discussion is based upon the provisions of the Code, the
applicable regulations thereunder, judicial authority, current administrative
rulings and practice as of the date hereof and the opinion to be provided by
Blackwell Sanders Matheny Weary & Lombardi L.C. ("BSMWL"). The opinion of
BSMWL will be based upon certain assumptions and representations by the
management of each of Shawnee, the Bank and Commerce and by certain holders of
the outstanding Shawnee Stock. A ruling from the Internal Revenue Service
concerning the tax consequences of the Merger and Acquisition will not be
requested. The following discussion does not address the federal income tax
consequences to special classes of taxpayers including, without limitation,
foreign corporations, tax exempt entities and persons who acquired their
Shawnee Stock or Bank Stock pursuant to the exercise of an employee option or
otherwise as compensation.

The acquisition of the Shawnee Stock and the acquisition of the assets of
the Bank each will constitute reorganizations within the meaning of Section
368(a)(1)(A) (as amplified by Section 368(a)(2)(D)) and Section 368(a)(1)(C),
respectively, of the Code. Consequently:

1. Shareholders of Shawnee and shareholders of the Bank will not
recognize gain or loss upon the receipt of Commerce Common Stock in
exchange for their shares of Shawnee Stock and Bank Stock.

2. Neither Shawnee nor the Bank will recognize gain or loss as a result
of their transfers of assets or stock to CBI.
3. The basis of Commerce Common Stock received by shareholders of Shawnee
and the Bank in the Merger and Acquisition will equal the basis of their
stock exchanged.

4. The holding period of Commerce Common Stock received by shareholders
of Shawnee and the Bank in the Merger and Acquisition will include the
holding period of their stock exchanged.

5. Cash paid to holders of shares of Shawnee who dissent from the Merger
and cash paid to holders of shares of Shawnee or the Bank in lieu of
fractional shares will be treated as proceeds of sales on which gain or
loss will be recognized.

THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY. EACH SHAWNEE AND BANK SHAREHOLDER SHOULD CONSULT HIS OR HER
OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE MERGER AND
ACQUISITION TO HIM OR HER, INCLUDING THE APPLICATION AND EFFECT OF FEDERAL,
STATE AND LOCAL AND OTHER TAX LAWS.

21
<PAGE>

SECURITY OWNERSHIP OF SHAWNEE COMMON STOCK AND BANK STOCK

SHAWNEE COMMON STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following information pertains to Shawnee Common Stock beneficially
owned, directly or indirectly, by each director and executive officer, by all
directors and executive officers of Shawnee as a group and by each person
known to Shawnee to own beneficially more than 5% of Shawnee Common Stock as
of February 10, 1997. Except as noted below, beneficial owners have sole
voting and investment power.

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
NAME AND ADDRESS COMMON STOCK(1) PERCENT OF CLASS(1)
---------------- --------------- -------------------
<S> <C> <C>
Mary Jo Pflumm (2)........................ 30,837 68.64%
Ronald H. Pflumm (3)...................... 30,837 68.64%
The Shawnee State Bank (4)................ 9,740 21.68%
Clarence H. Pflumm, Sr. (5)............... 3,284 7.31%
Julius Van Keirsbilck (6)................. 3,180 7.08%
Leona Van Keirsbilck (7).................. 3,180 7.08%
Patricia M. Trueworthy (8)................ 2,350 5.23%
Robert C. Trueworthy (8).................. 2,350 5.23%
Albert Van Lerberg (9).................... 880 1.96%
Frederick A. Pflumm (10).................. 500 1.11%
William F. Daniels (11)................... 450 1.00%
Roy S. Bennett, Jr. (12).................. 300 *
R. Nicholas Pflumm(13).................... 254 *
Helen Zishka(14).......................... 228 *
All directors and officers as a group
(nine persons)(15)....................... 36,629 81.54%
</TABLE>
- --------
*Less than one percent
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission which generally attribute beneficial
ownership of securities to persons who possess sole or shared voting
power and/or investment power with respect to those securities. Unless
otherwise indicated, the persons or entities identified in this table
have sole voting and investment power with respect to all shares shown as
beneficially owned by them. Percentage ownership calculations are based
on 44,924 outstanding shares of Shawnee Common Stock.
(2) Director of Shawnee. All 30,837 shares are held by Ms. Pflumm jointly
with Ronald H. Pflumm, as co-trustees under the Agreement Creating Voting
Trust, dated July 9, 1975 (the "Voting Trust"). The shares held in the
Voting Trust include 3,284 shares beneficially held by the Bank, as
trustee of the Clarence H. Pflumm, Sr. Intervivos Revocable Trust, 3,284
shares beneficially held by the Bank, as trustee of the Catherine T.
Pflumm Intervivos Revocable Trust, 6,456 shares beneficially held by the
Bank, as the trustee of the Clarence H. Pflumm, Jr. Trust Under Will,
5,813 shares beneficially held by Ms. Pflumm, and 12,000 shares
beneficially held by Ronald H. Pflumm. The Voting Trust had an initial
term of ten years, but has since been extended, and is currently set to
expire on July 9, 2005. Ms. Pflumm shares voting power with respect to
the shares held in the Voting Trust with Ronald H. Pflumm. Ms. Pflumm and
Ronald H. Pflumm must vote the shares held in the Voting Trust as
determined by a majority vote of the beneficial holders of the shares
held in the Voting Trust. Ms. Pflumm's address is 11518 West 60th Place,
Shawnee, Kansas 66203.
(3) Director, Chairman of the Board, President and Chief Executive Officer of
Shawnee. All 30,837 shares are held by Mr. Pflumm jointly with Mary Jo
Pflumm, as co-trustees under the Voting Trust. The shares held in the
Voting Trust include 3,284 shares beneficially held by the Bank, as
trustee of the Clarence H. Pflumm, Sr. Intervivos Revocable Trust, 3,284
shares beneficially held by the Bank, as trustee of the Catherine T.
Pflumm Intervivos Revocable Trust, 6,456 shares

22
<PAGE>

beneficially held by the Bank, as the trustee of the Clarence H. Pflumm,
Jr. Trust Under Will, 5,813 shares beneficially held by Mary Jo Pflumm,
and 12,000 shares beneficially held by Mr. Pflumm. The Voting Trust had an
initial term of ten years, but has since been extended, and is currently
set to expire on July 9, 2005. Mr. Pflumm shares voting power with respect
to the shares held in the Voting Trust with Mary Jo Pflumm. Mr. Pflumm and
Mary Jo Pflumm must vote the shares held in the Voting Trust as determined
by a majority vote of the beneficial holders of the shares held in the
Voting Trust. Mr. Pflumm's business address is 11101 Johnson Drive, P.O.
Box 3039, Shawnee, Kansas 66203.
(4) Includes 9,740 shares held by the Bank as trustee of the Clarence H.
Pflumm, Jr. Trust Under Will. The Bank has investment power with respect
to such shares. However, the shares are held subject to the Voting Trust.
Also, includes 3,284 shares held by the Bank, as trustee of the Catherine
T. Pflumm Trust. The Bank has investment power with respect to the 3,284
shares. However, the 3,284 shares are held subject to the Voting Trust.
The Bank's address is 11101 Johnson Drive, P.O. Box 3039, Shawnee, Kansas
66203.
(5) Includes 3,284 shares held by the Bank, as trustee of the Clarence H.
Pflumm, Sr. Intervivos Revocable Trust. The Bank has investment power
with respect to the 3,284 shares. However, the 3,284 shares are held
subject to the Voting Trust. The Bank's address is 11101 Johnson Drive,
P.O. Box 3039, Shawnee, Kansas 66203.
(6) Director of Shawnee. All 3,180 shares are held by Mr. Van Keirsbilck
jointly with his wife. Mr. Van Keirsbilck has shared voting and
investment power with respect to such shares. Mr. Van Keirsbilck's
address is 5702 Halsey, Shawnee, Kansas 66216.
(7) All 3,180 shares are held by Mrs. Van Keirsbilck jointly with her
husband. Mrs. Van Keirsbilck has shared voting and investment power with
respect to such shares. Mrs. Van Keirsbilck's address is 5702 Halsey,
Shawnee, Kansas 66216.
(8) Includes 2,350 shares held by Patricia M. and Robert C. Trueworthy, as
co-trustees of the Patricia M. and Robert C. Trueworthy Revocable Trust.
Patricia and Robert Trueworthy share voting and investment power with
respect to such shares. Mr. and Mrs. Trueworthy's address is 13859 West
58th Place, Shawnee, Kansas 66126.
(9) Director of Shawnee. Mr. Van Lerberg's address is 5147 Mansfield,
Shawnee, Kansas 66203.
(10) Director and Executive Vice President of Shawnee. Mr. Pflumm's business
address is 11101 Johnson Drive, P.O. Box 3039, Shawnee, Kansas 66203.
(11) Director of Shawnee. Includes 440 shares held by Mr. Daniels jointly with
his wife, and 10 shares held by Mr. Daniels jointly with his wife and
son. Mr. Daniels has shared voting and investment power with respect to
all 450 such shares. Mr. Daniels' business address is 11101 Johnson
Drive, P.O. Box 3039, Shawnee, Kansas 66203.
(12) Director of Shawnee. All 300 shares are held by Mr. Bennett and his wife,
Karon A. Bennett, as co-trustees of the Roy S., Jr. and Karon A. Bennett
Revocable Trust. Mr. Bennett shares voting and investment power with
respect to such shares with his wife. Mr. Bennett's address is 217 Apache
Trail West, Kansas City, Kansas 66106.
(13) Director of Shawnee. Includes 250 shares held by Mr. Pflumm, as the
surviving trustee of the Norma J. Pflumm Intervivos Trust and as to which
Mr. Pflumm has sole investment and voting power. Also includes 250 shares
held by Mr. Pflumm, as the surviving trustee of the Frederick A. Pflumm
Intervivos Trust and as to which Mr. Pflumm has sole investment and
voting power. Mr. Pflumm's address is 7504 Hauser, Shawnee, Kansas 66216.
(14) Director of Shawnee. Ms. Zishka's business address is 11101 Johnson
Drive, P.O. Box 3039, Shawnee, Kansas 66203.
(15) Includes 30,837 shares held jointly by Ronald H. Pflumm and Mary Jo
Pflumm, as co-trustees under the Voting Trust.

23
<PAGE>

THE BANK STOCK OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following information pertains to Bank Stock beneficially owned,
directly or indirectly, by each director and executive officer, by all
directors and executive officers of the Bank as a group and by each person
known to the Bank to own beneficially more than 5% of Bank Stock as of
February 10, 1997. Except as noted below, beneficial owners have sole voting
and investment power.

<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES(1) PERCENT OF CLASS(1)
---------------- ------------------- -------------------
<S> <C> <C>
Shawnee Bank Shares, Inc.............. 83,445 83.45%
Margaret M. Nieman.................... 8,400 8.40%
Ronald H. Pflumm (2).................. 80 *
Roy S. Bennett, Jr. (3)............... 60 *
William F. Daniels (4)................ 55 *
Mary Jo Pflumm (5).................... 50 *
Julius Van Keirsbilck (6)............. 50 *
Albert Van Lerberg (7)................ 50 *
Frederick A. Pflumm (8)............... 50 *
R. Nicholas Pflumm (9)................ 50 *
Helen Zishka (10)..................... 50 *
All directors and officers as a group
(nine persons)....................... 495 *
</TABLE>
- --------
* Less than one percent
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission which generally attribute beneficial
ownership of securities to persons who possess sole or shared voting
power and/or investment power with respect to those securities. Unless
otherwise indicated, the persons or entities identified in this table
have sole voting and investment power with respect to all shares shown
as beneficially owned by them. Percentage ownership calculations are
based on 100,000 shares of Bank Common Stock outstanding.
(2) Director and Chairman of the Board of Bank. Includes 25 shares held by
Mr. Pflumm individually, 5 shares held by Mr. Pflumm jointly with his
son and as to which he has shared voting and investment power, and 60
shares held pursuant to a Director's Qualifying Share Agreement, under
which Shawnee has the right to repurchase such shares upon Mr. Pflumm's
resignation from or failure to be reelected to the Board of Directors of
the Bank. Mr. Pflumm's business address is 11101 Johnson Drive, P.O. Box
3039, Shawnee, Kansas 66203.
(3) Director of Bank. All 50 shares are held by Mr. Bennett and his wife,
Karon A. Bennett, as co-trustees of the Roy S., Jr. and Karon A. Bennett
Revocable Trust. Mr. Bennett shares voting and investment power with
respect to such shares with his wife. Mr. Bennett's address is 217
Apache Trail West, Kansas City, Kansas 66106.
(4) Director and Executive Vice President of Bank. Includes 5 shares held by
Mr. Daniels jointly with his wife and as to which he has shared voting
and investment power, and 50 shares held pursuant to a Director's
Qualifying Share Agreement, under which Shawnee has the right to
repurchase such shares upon Mr. Daniels' resignation from or failure to
be reelected to the Board of Directors of the Bank. Mr. Daniels'
business address is 11101 Johnson Drive, P.O. Box 3039, Shawnee, Kansas
66203.
(5) Director of Bank. All 50 shares are held pursuant to a Director's
Qualifying Share Agreement, under which Shawnee has the right to
repurchase such shares upon Ms. Pflumm's resignation from or failure to
be reelected to the Board of Directors of the Bank. Ms. Pflumm's address
is 11518 West 60th Place, Shawnee, Kansas 66203.
(6) Director of Bank. All 50 shares are held pursuant to a Director's
Qualifying Share Agreement, under which Shawnee has the right to
repurchase such shares upon Mr. Van Keirsbilck's

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resignation from or failure to be reelected to the Board of Directors of
the Bank. Mr. Van Keirsbilck's address is 5702 Halsey, Shawnee, Kansas
66216.
(7) Director of Bank. All 50 shares are held pursuant to a Director's
Qualifying Share Agreement, under which Shawnee has the right to
repurchase such shares upon Mr. Van Lerberg's resignation from or failure
to be reelected to the Board of Directors of the Bank. Mr. Van Lerberg's
address is 5147 Mansfield, Shawnee, Kansas 66203.
(8) Director of Bank. All 50 shares are held pursuant to a Director's
Qualifying Share Agreement, under which Shawnee has the right to
repurchase such shares upon Mr. Pflumm's resignation from or failure to
be reelected to the Board of Directors of the Bank. Mr. Pflumm's address
is 7504 Hauser, Shawnee, Kansas 66216.
(9) Director, President and Chief Executive Officer of Bank. All 50 shares
are held pursuant to a Director's Qualifying Share Agreement, under which
Shawnee has the right to repurchase such shares upon Mr. Pflumm's
resignation from or failure to be reelected to the Board of Directors of
the Bank. Mr. Pflumm's business address is 11101 Johnson Drive, P.O. Box
3039, Shawnee, Kansas 66203.
(10) Director and Executive Vice President of Bank. All 50 shares are held
pursuant to a Director's Qualifying Share Agreement, under which Shawnee
has the right to repurchase such shares upon Ms. Zishka's resignation
from or failure to be reelected to the Board of Directors of the Bank.
Ms. Zishka's business address is 11101 Johnson Drive, P.O. Box 3039,
Shawnee, Kansas 66203.
(11) Includes 400 shares held pursuant to Director's Qualifying Share
Agreements, under which Shawnee has the right to repurchase such shares
upon a director's resignation from or failure to be reelected to the
Board of Directors of the Bank.

DIFFERENCES IN RIGHTS OF SHAREHOLDERS

GENERAL

Shawnee and the Bank are incorporated in the State of Kansas, and Commerce is
incorporated in the State of Missouri. Shawnee shareholders, whose rights are
currently governed by Kansas law (including the KGCC), the Shawnee Articles of
Incorporation and Shawnee Bylaws, and the Bank shareholders, whose rights are
currently governed by Kansas law, the Bank Charter and the Bank Bylaws, will,
upon consummation of the Merger and Acquisition, become shareholders of
Commerce. After such time, their rights will then be governed by Missouri law,
including the Missouri General and Business Corporation Law (the "MGBCL"), the
Commerce Articles of Incorporation and the Commerce Bylaws.

Material differences that may affect the rights and interests of shareholders
of Shawnee and the Bank and Commerce are set forth below. This summary is not
intended to be an exhaustive description of the provisions discussed. It is
qualified in its entirety by reference to the KGCC, MGBCL, the Shawnee Articles
of Incorporation, the Bank Charter, the Shawnee Bylaws, the Bank Bylaws,
Commerce Articles of Incorporation and the Commerce Bylaws.

NUMBER OF DIRECTORS AND TERM

Under the Shawnee Bylaws, the Shawnee Board consists of seven directors each
of whom serve a term of one year. The Bank Bylaws provide that the number of
the Bank directors shall be between five and twenty-five, each of whom shall be
a Bank shareholder and each of whom shall serve a term of one year. Under the
Commerce Bylaws, the Commerce Board consists of twelve directors; however the
Commerce Board has the authority to increase or decrease (but not below 3) the
exact number of directors. Currently, the Commerce Board consists of fifteen
directors.

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The Commerce Bylaws provide that directors are elected to a three year term.
The Commerce Articles of Incorporation and the Commerce Bylaws provide for a
staggered Board of Directors comprised of three classes as nearly equal in
size as practicable. Each class holds office until the third annual meeting
for election of directors following the election of such class.

REMOVAL OF DIRECTORS

The Shawnee Bylaws provide directors may be removed, with or without cause,
at a meeting of the shareholders by a vote of the holders of a fifty-one
percent majority of the shares then entitled to vote. Under the KGCC directors
may be removed by shareholders with or without cause; provided, however, if
less than the entire Shawnee and Bank Board is to be removed, no one of the
directors may be removed if the votes cast against removal would be sufficient
to elect the director if then cumulatively voted at an election of the entire
Shawnee or Bank Board. Under the MGBCL, individual directors may be removed
with or without cause by a majority vote of the shareholders. The Commerce
Articles of Incorporation provide that the entire Board of Directors may only
be removed by an eighty percent majority of the shares then entitled to vote
for the election of directors.

VOTING

The Shawnee Articles of Incorporation and the Bank Bylaws provide for
cumulative voting in the election of directors. Each share of Shawnee Common
Stock and each share of Bank Stock is entitled to one vote on each matter
submitted to a shareholder vote. Shares of Shawnee Preferred Stock do not have
voting rights, except where required by law.

The Commerce shareholders do not have cumulative voting rights in connection
with the election of directors and each outstanding share of Commerce Common
Stock is entitled to one vote on each matter submitted to shareholder vote.

The Shawnee and Bank Bylaws state that unless required otherwise by law,
issues brought before a meeting Shareholders will be decided by a vote of the
holders of a majority of the shares represented and entitled to vote. The
Commerce Bylaws (except with respect to the election of directors who are
elected by a plurality) contain a similar provision. Special voting provisions
apply in the case of a merger or change in control. See "--Shareholders' Vote
for Mergers; Anti-takeover Statutes."

DIVIDENDS AND LIQUIDATION PREFERENCE

Holders of Shawnee Preferred Stock are entitled to an annual dividend of
$3.85 per share, prior to the payment of dividends on Shawnee Common Stock;
Shawnee Preferred Stock has a liquidation value of $55 per share, plus accrued
but unpaid dividends. Holders of shares of Commerce Common Stock, Shawnee
Common Stock and Bank Stock are entitled to dividends when and if declared by
the Boards of Directors of their respective corporations; upon liquidation,
such holders are entitled to share pro rata in the assets of their respective
corporations remaining after payments to creditors and preferred shareholders.

PREEMPTIVE RIGHTS

Holders of Shawnee Stock have preemptive rights to new issues of Shawnee
Stock within the class of stock owned by them. Holders of Bank Stock and
Commerce Common Stock do not have preemptive rights.

SPECIAL MEETINGS

The Shawnee Bylaws provide that shareholders may call special meetings by
delivering to the board of directors a written request of the holders of not
less than fifty-one percent of the Shawnee

26
<PAGE>

Common Stock. Special shareholder meetings of the Bank may only be called by
the President or Board of Directors of the Bank. The Commerce Bylaws provide
that special meetings of the Commerce shareholders may only be called by its
Chairman of the Board, its President or a majority of the Commerce Board.

INDEMNIFICATION; LIMITATION OF LIABILITY

The MGBCL and the KGCC permit indemnification of officers, directors and
others on substantially similar terms. A corporation may indemnify any person
made or threatened to be made a party to any legal proceeding, including any
suit by or in the name of the corporation, by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation in any capacity respect to another
enterprise, against expenses and other amounts reasonably incurred by him in
connection with such legal proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interest of
the corporation, and, with respect to any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful. The foregoing
notwithstanding, no indemnification may be made in respect to any claim
brought by or in the name of the corporation as to which such person is
adjudged to be liable to the corporation unless and only to the extent that a
proper court determines that in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
that the court deems proper. These indemnification rights are not exclusive of
any other rights to which the person seeking indemnification is entitled and
do not limit a corporation's right to provide further indemnification.

The Bank Bylaws provide rights of indemnification generally as set forth in
the KGCC described above. The Commerce Bylaws provide rights of
indemnification generally as set forth in the MGBCL described above, except
that the right of indemnification is limited to directors and officers. The
Shawnee Articles of Incorporation and Shawnee Bylaws do not provide for
indemnification rights.

SHAREHOLDER INSPECTION

Under the KGCC, any shareholder may inspect the corporation's stock ledger,
shareholder list and other books and records for any proper purpose. A "proper
purpose" is defined as a purpose reasonably related to such person's interest
as a shareholder. The KGCC specifically provides that a shareholder may
appoint an agent for the purpose of examining the stock ledger, list of
shareholders or other books and records of the corporation. A shareholder may
apply to the Kansas district court to compel inspection in the event the
shareholder's request to examine the books and records is refused. In general,
the corporation has the burden of proving an improper purpose where that
shareholder requests to examine only the shareholder ledger or the shareholder
list, and in all other circumstances, the shareholder has the burden of
proving a proper purpose. The right of shareholders to inspect under the KGCC
is generally similar to that of shareholders under the MGBCL. Neither the
MGBCL nor Missouri case law, however, provides specific guidance as to whether
a shareholder may appoint an agent for the purpose of examining books and
records or the extent to which a shareholder must have a "proper purpose."
Accordingly, in comparison with the KGCC, in a given situation, a Missouri
shareholder may be provided with less guidance as to the scope of its ability
to inspect the books and records of the corporation.

AMENDMENT OF ARTICLES OF INCORPORATIONS

The Shawnee Articles of Incorporation provide that the amendment of their
provisions shall be in conformity with the KGCC. Under the KGCC the Shawnee
Articles of Incorporation and the Bank Charter may be amended upon a
resolution of the Shawnee or the Bank Board, as the case may be, proposing the
amendment and its submission to their respective shareholders for their
approval by the majority of the shares of Shawnee Common Stock or Bank Stock
entitled to vote. Pursuant to KGCC,

27
<PAGE>

any amendment that would adversely affect the rights of holders of Shawnee
Common Stock, Shawnee Preferred Stock or Bank Stock requires the approval of a
majority of the holders of such class of stock.

The Commerce Articles of Incorporation provide that provisions of the
Commerce Articles of Incorporation dealing with the number, term, and removal
of directors, and certain business combinations may not be repealed or amended
without the affirmative vote of holders of at least three- fourths of the
outstanding shares of voting stock. The Commerce shareholders may otherwise
amend, alter, change or repeal any provision of the Commerce Articles of
Incorporation as the MGBCL, which is identical to the KGCC in this respect,
provides.

AMENDMENT OF BYLAWS

The Shawnee Articles of Incorporation and the Bank Bylaws provide that the
shareholders may make, alter, amend or repeal their respective bylaws by a
majority vote of the Shawnee or the Bank shares, as the case may be. The
Shawnee Board of Directors may also amend its Bylaws by unanimous vote, except
as to any provision which the shareholders provide may not be amended by the
Board of Directors. The Bank Board of Directors does not have the authority to
amend the Bank Bylaws. The Commerce Articles of Incorporation authorize the
Commerce Board to make, alter and repeal bylaws, subject to the rights of
shareholders at any regular or special meeting to alter or repeal bylaws made
by the Commerce Board.

NOTICE OF SHAREHOLDER PROPOSALS; NOMINATIONS OF DIRECTORS

The Shawnee and the Bank Bylaws do not contain special requirements for
providing advance notice of the introduction by shareholders of business to be
transacted at shareholder meetings.

The Commerce Bylaws provide that any shareholder who intends to bring a
matter before the annual meeting of shareholders must deliver written notice
of such shareholder's intent to the Secretary of Commerce. Such notice must be
received by the Secretary not later than the later sixty days nor more than
ninety days in advance of such meeting.

Such written notice must set forth (i) a brief description of the proposal
and the reasons for it (ii) the name and address of the shareholder, (iii) the
class and number of shares of capital stock of Commerce which are beneficially
owned by the shareholder, (iv) any arrangement between such shareholder and
any other person in connection with the proposal and any material interest of
the shareholder in the proposed business described in the notice, (v) a
representation that such shareholder will appear in person or proxy at the
annual meeting and (vi) if such business is a nomination for director, each
nomination sought to be made, together with a description of the
qualifications and business or professional experience of each proposed
nominee and disclosing the information about him or her that is required by
the Securities Exchange Act of 1934 and the rules and regulations promulgated
thereunder, to be disclosed in the proxy materials for the meeting involved as
if he or she were a nominee of the corporation for election as one of its
directors.

SHAREHOLDERS' VOTE FOR MERGERS

In the area of mergers and/or other corporate reorganizations, the KGCC
differs from the MGBCL in a number of respects. A corporation incorporated
under the KGCC must obtain the affirmative vote of the holders of a majority
of the outstanding shares of the corporation entitled to vote thereon to
approve a merger with another corporation, the sale of substantially all of
the corporation's assets or the voluntary dissolution of the corporation. In
the same situations, the MGBCL requires the approval of persons holding at
least two-thirds of the outstanding shares entitled to vote thereon.

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<PAGE>

The KGCC does not require a shareholder vote of the surviving corporation in
a merger if (i) the merger agreement does not amend the existing articles of
incorporation, (ii) each outstanding share of the surviving corporation before
the merger is unchanged, and (iii) the number of shares to be issued in the
merger does not exceed 20% of the shares outstanding immediately prior to such
issuance. The MGBCL has no such exception.

Neither the MGBCL nor the KGCC requires a vote of a corporation's
shareholders if such corporation is merged with and into a parent corporation
that owns 90% or more of such corporation's stock.

APPRAISAL RIGHTS

Both the KGCC and the MGBCL provide appraisal rights to shareholders
entitled to vote in merger transactions (except as indicated below). The MGBCL
also provides such rights in a sale of assets, unless pursuant to a voluntary
dissolution of the corporation, whereas the KGCC does not. The KGCC does not
recognize dissenters' rights of appraisal in a merger or consolidation if the
dissenting shares of the corporation are listed on a national securities
exchange, designated as a national market system security on an interdealer
quotation system by the National Association of Securities Dealers, Inc. or
held of record by more than 2,000 shareholders, or if the corporation is the
surviving corporation and no vote of its shareholders is required, subject to
certain exceptions.

ANTI-TAKEOVER STATUTES

The MGBCL and KGCC contain certain provisions which may be deemed to have an
anti-takeover effect.

The KGCC contains a "Control Share Acquisition Statute" which provides that
an "Acquiring Person" who, after any acquisition of shares of a publicly
traded corporation, has the voting power, when added to all shares of the same
corporation previously owned or controlled by the Acquiring Person, to
exercise or direct the exercise of (i) 20% but less than 33 1/3%, (ii) 33 1/3%
or more but less than a majority, or (iii) a majority of the voting power of
outstanding stock of such corporation, must obtain shareholder approval for
the purchase of the "Control Shares." If approval is not given, the Acquiring
Person's shares lose the right to vote. The statute prohibits an Acquiring
Person from voting its shares unless certain disclosure requirements are met
and the retention or restoration of voting rights is approved by both (i) a
majority of the outstanding voting stock, and (ii) a majority of the
outstanding voting stock after exclusion of Interested Shares. "Interested
Shares" are defined as shares owned by the Acquiring Person, by directors who
are also employees, and by officers of the corporation. Shareholders are given
dissenters' rights with respect to the vote on Control Share Acquisitions and
may demand payment of the fair value of their shares.

A number of acquisitions of shares are deemed not to constitute Control
Share Acquisitions, including good faith gifts, transfers pursuant to wills,
purchases pursuant to an issuance by the corporation, merges involving the
corporation which satisfy the other requirements of the KGCC, transactions
with a person who owned a majority of the voting power of the corporation
within the prior year, or purchases from a person who has previously satisfied
the provisions of the Control Share Acquisition Statute so long as the
transaction does not result in the purchasing party having voting power after
the purchase in a percentage range (such ranges are as set forth in the
immediately preceding paragraph) beyond the range for which the selling party
previously satisfied the provisions of the statute. Additionally, a
corporation may exempt itself from application of the statute by inserting a
provision in its articles of incorporation or bylaws expressly electing not to
be covered by the statute. The Shawnee Articles of Incorporation and the Bank
Charter and the Shawnee Bylaws and the Bank Bylaws do not "opt out" of the
Control Share Acquisition Statute; however, because neither entity has more
than one hundred shareholders, the provisions of the Control Share Acquisition
are presently inapplicable to them.

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<PAGE>

The MGBCL contains a control share acquisition statute similar to that
contained in the KGCC; however, the Commerce Bylaws "opt out" of its
provisions.

The MGBCL also contains a business combination statute that protects
domestic corporations from unsolicited take-overs by prohibiting certain
transactions. The statute restricts certain "Business Combinations" between a
corporation and an "Interested Shareholder" and its "Affiliates" and
"Associates" (as defined therein). A "Business Combination" includes a merger
or consolidation, certain sales, leases, exchanges, mortgages, transfers,
pledges and similar dispositions of corporate assets or stock and any
reclassifications, recapitalization and reorganizations that increase the
proportionate voting power of the Interested Shareholder. An "Interested
Shareholder" includes any person or entity which beneficially owns or controls
20% or more of the outstanding voting shares of the corporation. Pursuant to
the Missouri business combination statute, a Missouri corporation may at no
time engage in a Business Combination with an Interested Shareholder other
than (i) a Business Combination approved by the board of directors prior to
the date on which the Interested Shareholder acquired such status; (ii) a
Business Combination approved by the holders of a majority of the outstanding
voting stock beneficially owned by the Interested Shareholder or its
Affiliates or Associates at a meeting called no earlier than five years after
the date on which the Interested Shareholder acquired such status; or (iii) a
Business Combination that satisfies certain detailed fairness and procedural
requirements. Notwithstanding the foregoing, unless the board of directors of
the corporation approved such Business Combination prior to the date on which
the Interested Shareholder acquired such status, no such Business Combination
may be engaged in for a period of five years after such date.

The MGBCL exempts from its business combination provisions: (i) corporations
not having a class of voting stock registered under Section 12 of the Exchange
Act; (ii) corporations which adopt provisions in their original articles of
incorporation or, under certain circumstances, adopt amendments to their
bylaws expressly electing not to be covered by the statute; and (iii) certain
circumstances in which a shareholder inadvertently becomes an Interested
Shareholder. The Commerce Articles and Commerce Bylaws do not "opt out" of the
Missouri business combination statute.

The KGCC contains a business combination statute similar to that contained
in the MGBCL. Like the Missouri business combination statute, the Kansas
business combination statute generally prohibits a domestic corporation from
engaging in mergers or other business combinations with any person who is the
beneficial owner of 15% or more of the outstanding voting stock of the
corporation (an "Interested Shareholder"). The prohibition can be avoided if,
prior to the date on which the shareholder becomes an Interested Shareholder,
the Board of Directors of the Kansas corporation approves either the business
combination or the transaction which resulted in the shareholder becoming an
Interested Shareholder. The MGBCL imposes a longer prohibition period on
transactions with Interested Shareholders than the three-year prohibition
provided for under the KGCC, thereby potentially increasing the period during
which an unsolicited takeover may be frustrated. In addition, the KGCC, unlike
its Missouri counterpart, does not apply if the Interested Shareholder obtains
at least 85% of the corporation's voting stock upon consummation of the
transaction which resulted in the shareholder's becoming an Interested
Shareholder. Thus, a person acquiring at least 85% of the corporation's voting
stock could circumvent the defensive provisions of the KGCC. The Bank Charter
and the Shawnee and the Bank Bylaws do not "opt out" of the Kansas business
combination statute; however, because there is no public market for the
securities of either Shawnee or the Bank, the provisions of the business
combination statute are presently inapplicable to them.

PREFERRED SHARE PURCHASE RIGHTS PLAN

As described in the Form 8-A12G/A Registration Statement filed by Commerce
with the SEC on June 10, 1996 and incorporated herein by reference, Commerce
Common Stock has attached rights to acquire shares of preferred stock in
response to certain takeover proposals. Neither Shawnee nor the Bank have a
rights plan.

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<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SHAWNEE BANK SHARES, INC. AND SUBSIDIARY

The following discussion of financial condition and results of operations
should be read in conjunction with the consolidated financial statements of
Shawnee Bank Shares, Inc. and subsidiary (the "Company") and the notes
thereto, which are included elsewhere in this prospectus.

COMPARISON OF OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
AND 1995

GENERAL

The Company's consolidated net earnings totaled $1,718,000 for the first
nine months of 1996 compared with $1,446,000 for the same period of 1995. The
primary reason for this increase of $272,000, or 19%, is attributed to a
$600,000 decrease in the provision for loan losses, offset by a decrease in
net interest margin of $61,000, an increase in other expenses of $69,000, and
additional taxes of $197,000.

NET INTEREST MARGIN

Total interest income increased by $160,000 or 1% for the first nine months
of 1996 compared to the same period of 1995. Such increase is primarily
attributed to an increase in earning assets in 1996 which were invested in
investment securities and federal funds.

Total interest expense increased by $221,000 or 5% as a result of an
increase in interest bearing deposits in 1996.

As a result of the changes described above, the net interest margin declined
by $61,000 or 1% for the first nine months of 1996.

PROVISION FOR LOAN LOSSES

The provision for loan losses was $363,000 for the first nine months of 1996
compared to $963,000 for the same period in 1995, representing a decrease of
$600,000 or 62%. Such decrease is attributed to the Company meeting its
targeted allowance to loan loss ratio of approximately 2.5%. At September 30,
1996, the ratio of the allowance for loan losses to total loans outstanding
was 3.13%. Such ratio is above the Company's target ratio as a result of a
problem credit outstanding for which they had specific reserves established of
approximately $250,000. In the fourth quarter of 1996, $250,000 was charged-
off against this credit lowering the reserve closer to the Company's targeted
level.

OTHER INCOME

Other income decreased by $1,000 or less than 1%, for the first nine months
of 1996 compared with the same period of 1995.

OTHER EXPENSE

Other expense increased by $69,000, or 1%, for the first nine months of 1996
compared with the same period of 1995 primarily due to an increase in salaries
and benefits expense of $113,000, an increase in credit card expenses of
$81,000 and other expense increases of $106,000. Such increases were offset by
a decrease in deposit insurance premiums of $180,000 and a decrease in data
processing fees of $83,000.

INCOME TAX EXPENSE

The Company recognized income tax expense of $1,156,000 during the first
nine months of 1996 compared to $959,000 for the first nine months of 1995.
For both periods, the effective tax rate was 40%

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<PAGE>

COMPARISON OF OPERATING RESULTS FOR THE YEARS
ENDED DECEMBER 31, 1995 AND 1994

GENERAL

The Company's consolidated net income totaled $1,935,000 in 1995 compared to
$1,973,000 in 1994 representing a decrease of $38,000. Such decrease is
attributable to a $220,000 increase in the provision for loan losses, a
$212,000 decrease in other income, and a $55,000 increase in other expenses.
Such items were offset by an increase in the net interest margin by $372,000
and a decrease in tax expense of $77,000.

NET INTEREST MARGIN

Total interest income increased by $1,313,000, or 9%, in 1995 compared to
1994. Such increase is primarily attributable to a $1,052,000 increase in
interest income on securities of United States government agencies. During
1995 the Company invested approximately $10,000,000 in higher yielding
government agency securities. Additionally, an increase of approximately
$419,000 in interest and fees on loans occurred in 1996 due to favorable
interest rate movements.

Total interest expense increased by $941,000, or 20%, in 1995 compared to
1994. This increase is a net result of an increase in rates paid on interest
bearing deposits of slightly less than 1%, offset by a decrease in total
interest bearing deposits of $1,649,000.

As a result of the changes described above, the net interest margin
increased by $372,000 or 4% in 1995.

PROVISION FOR LOAN LOSSES

The provision for loan losses was $1,184,000 in 1995 compared to $964,000 in
1994. In 1995, the Company began making a conscious effort to build their loan
loss reserves to a ratio of 2.5% to 3.0% of total loans outstanding. Net
charge-offs in 1995 were $216,000 compared to $1,350,000 in 1994. Charge-offs
in 1994 were higher as a result of two significant credits for which the
Company incurred substantial losses. At December 31, 1995 the allowance for
loan losses was $2,782,000, or 2.6% of gross loans outstanding.

OTHER INCOME

Other income decreased $212,000, or 13%, in 1995 compared to 1994. This
decrease is primarily attributed to non-recurring gains on sale of other real
estate owned of $180,000 in 1994.

OTHER EXPENSE

Other expense increased $55,000, or 1%, in 1995 compared to 1994. This
increase is primarily attributable to increases in salaries and benefits of
$164,000, an increase in occupancy expense of $62,000, an increase in
furniture and equipment expense of $22,000 and an increase in other expenses
of $56,000. These increases were partially offset by decreases in deposit
insurance premiums of $187,000 and data processing expense of $67,000.

INCOME TAX EXPENSE

The Company recognized income tax expense of $1,311,000 in 1995 versus
$1,387,000 in 1994. The effective tax rate was 40% and 41% for 1995 and 1994,
respectively.

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COMPARISON OF OPERATING RESULTS FOR THE YEARS
ENDED DECEMBER 31, 1994 AND 1993

GENERAL

The Company's consolidated net income totaled $1,973,000 in 1994 compared to
$1,791,000 in 1993 representing an increase of $182,000, or 10%. The increase
is attributable to a $757,000 increase in the net interest margin and a
$217,000 increase in other income. Such increases were partially offset by a
$439,000 increase in the provision for loan losses, a $294,000 increase in
other expenses and an increase in tax expense of $59,000.

NET INTEREST MARGIN

Total interest income increased by $765,000, or 6%, in 1994 compared to
1993. Such increase is primarily due to an increase in interest income on
loans of $799,000. Interest income from loans increased as a result of both
loan portfolio growth and favorable interest rate movements.

Total interest expense increased $7,000 or less than 1%, in 1994 compared to
1993.

As a result of the changes described above, the net interest margin
increased $757,000 or 9% in 1994.

PROVISION FOR LOAN LOSSES

The provision for loan losses was $964,000 in 1994 compared to 525,000 in
1993. Provision expense increased in 1995 as a result of two significant
charge-offs incurred during the year. Net charge-offs in 1994 were $1,350,000
compared to $77,000 in 1993. At December 31, 1994 the balance in the allowance
for loan losses was $1,814,000, or 1.6% of gross loans outstanding.

OTHER INCOME

Other income increased $217,000 in 1994 compared to 1993. This increase is
primarily attributed to an increase in gains on the sale of other real estate
owned of $164,000 in 1994.

OTHER EXPENSE

Other expense increased $294,000, or 5%, in 1994 compared to 1993. Such
increase is primarily attributable to an increase in salaries and benefits of
$120,000 and an increase in other operating expenses of $113,000.

INCOME TAX EXPENSE

The Company recognized income tax expense of $1,387,000 and $1,328,000 in
1994 and 1993, respectively. The effective tax rate was 41% and 43% for 1994
and 1993, respectively.

FINANCIAL CONDITION

The Company continues to strengthen its financial position reflected in an
increasing ratio of stockholders' equity to total assets. The Company paid out
less than 30% of its earnings in dividends in both 1995 and 1994 and has not
paid any dividends in the nine months ended September 30, 1996 resulting in an
increase in stockholders' equity as a percentage of total assets from 9.0% at
December 31, 1995 to 9.6% at September 30, 1996. The Company's deposit base
has increased from $172,511,000 at December 31, 1995 to $186,870,000 at
September 30, 1996.

Net loans were $102,509,000 at December 31, 1995 resulting in a 59% loan to
deposit ratio. At September 30, 1996, net loans were $97,022,000 resulting in
a 52% loan to deposit ratio. Such decrease is a result of the Company shifting
these funds into more liquid investments, specifically, securities of United
States government agencies. Such decrease in loan balances is the result of
the Company's strategy in 1996 to decrease the amount of real estate
construction and land development loans held.

33
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Liquidity risk is managed by the Company through the composition of its
assets and liabilities in an effort to efficiently meet the borrowing needs
and withdrawal requirements of its customers.

Cash and cash equivalents include cash, due from banks and federal funds
sold. The primary sources of the Company's liquidity are cash and cash
equivalents and investment securities with short term maturities. The Company
believes its process of asset/liability management allows adequate reaction
time for trends in the marketplace as they occur, minimizing the negative
impact of such trends on the net interest margin.

As of September 30, 1996, the Company had cash and cash equivalents of
$15,487,000 and investment securities maturing in less than one year of
$25,485,000. These amounts represent approximately 20% of the Company's total
assets at September 30, 1996 and provide the Company with sufficient resources
to handle unforeseen deposit outflows and loan requirements.

The Company's cash and cash equivalents increased $819,000 during the nine
month period ended September 30, 1996. Net cash provided by operating
activities aggregated $2,382,000. Net cash used in investing activities for
this period approximated $5,922,000 primarily as a result of net investment
purchases of approximately $11,217,000 offset by a decrease in net loans of
$5,125,000. Net cash provided by financing activities approximated $4,359,000
for this time period as a result of an increase in deposits of $4,359,000.

Stockholders' equity represented 9.6% of total assets at September 30, 1996.
Risk-based capital and leverage ratios of the subsidiary bank exceeded minimum
requirements of regulatory banking authorities.

EFFECTS OF ECONOMIC CONDITIONS

The Company's financial statements have been prepared in accordance with
generally accepted accounting principles, which require the measurement of
financial position and operating results in terms of historical dollars
without consideration for changes in the relative purchasing power of money
over time due to inflation.

The assets and liabilities of the Company are primarily monetary and
interest rates have a greater impact on the Company's performance than do the
effects of inflation.

The local economy of the Greater Kansas City metropolitan area has
experienced growth over the last several years. The area has a good mix of
retail, agricultural related and industrial business.

34
<PAGE>

LOAN PORTFOLIO--TYPES OF LOANS

The following table presents the amount of loans outstanding at the dates
indicated, according to loan category (in thousands):

<TABLE>
<CAPTION>
9/30/96 9/30/95 12/31/95 12/31/94 12/31/93 12/31/92 12/31/91
-------- ------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Real Estate:
Construction and land
development........... $ 28,780 36,414 33,922 40,386 35,176 30,711 30,227
Secured by farmland.... 1,264 1,452 1,470 1,301 1,090 770 589
Secured by 1-4 family.. 19,380 19,983 20,315 19,642 19,553 20,054 19,130
Secured by multi-fami-
ly.................... 903 2,484 2,438 2,396 2,570 1,928 1,640
Secured by non-farm,
non-residential....... 23,004 20,414 21,071 21,208 19,495 19,367 21,261
-------- ------- ------- ------- ------- ------ -------
Total Real Estate
Loans................ 73,331 80,747 79,216 84,933 77,884 72,830 72,847
Commercial & Industri-
al..................... 14,897 11,877 14,333 11,016 14,236 11,566 13,896
Consumer................ 12,136 11,406 11,874 14,283 14,449 14,168 15,647
Other................... 11 96 53 314 303 318 319
Unearned Income......... (218) (173) (184) (218) (278) (231) (187)
-------- ------- ------- ------- ------- ------ -------
Total loans, net of
unearned income...... 100,157 103,953 105,292 110,328 106,594 98,651 102,522
Less allowance for loan
losses................ 3,135 2,713 2,782 1,814 2,200 1,752 1,284
-------- ------- ------- ------- ------- ------ -------
Net Loans............... $ 97,022 101,240 102,510 108,514 104,394 96,899 101,238
======== ======= ======= ======= ======= ====== =======
</TABLE>

REAL ESTATE-CONSTRUCTION AND LAND DEVELOPMENT

This category consists primarily of residential and commercial construction
loans for properties located in Shawnee Mission, Kansas and surrounding
communities. These loans aggregated approximately $28,780,000 and $36,414,000
at September 30, 1996 and 1995, respectively. The decrease in this category of
loans in 1996 is the result of the Company's strategy to lower the amount of
loans in this category in order to manage concentration risk. The Company has
experienced relatively few charge-offs related to this category of loans over
the past couple of years.

REAL ESTATE-RESIDENTIAL PROPERTIES

The mortgage loans in this category, including 1-4 family and multifamily
loans, are collateralized by residential properties that are principally
located in Shawnee Mission, Kansas and surrounding communities. These loans
aggregated approximately $20,283,000 and $22,467,000 at September 30, 1996 and
1995, respectively. The Company has experienced relatively few charge-offs
related to this category of loans over the past couple of years.

REAL ESTATE-NON-FARM, NON-RESIDENTIAL

This category of loans is secured by commercial properties principally
located in Shawnee Mission, Kansas and surrounding communities. These loans
aggregated approximately $23,004,000 and $20,414,000 at September 30, 1996 and
1995, respectively. The Company has experienced relatively few charge-offs
related to this category of loans over the past couple of years.

COMMERCIAL AND INDUSTRIAL

Commercial and industrial loans are comprised primarily of loans to
customers in the Shawnee Mission, Kansas trade area and are diversified from
an industry and customer standpoint, which helps

35
<PAGE>

to minimize risk. Consistent with management's emphasis on relationship
banking, most borrowing customers also maintain deposit accounts and utilize
other banking services. Management believes the inherent risks of commercial
and industrial loans to be relatively low, given the diversity of the
portfolio, conservative underwriting standards and collateral margins.

CONSUMER

The consumer loan portfolio consists of both secured and unsecured loans to
individuals for various personal reasons such as automobile financing, home
improvements, educational and recreational purposes. Net charge-offs of
consumer loans have been relatively low for the past several years. Management
believes the inherent risks associated with these loans to be relatively low
and that net charge-offs on these loans will continue to be below industry
averages, due to conservative underwriting standards, sufficient collateral
margins and the diversity of the portfolio.

ALLOWANCE FOR LOAN LOSSES

Management has established an allowance for loan losses which reduces the
total loans outstanding by an estimate of potential loan losses, plus an
excess margin for potential future uncertainties. Loans deemed uncollectible
are charged against and reduce the allowance. Provisions for loan losses are
expensed against current income. The provision replenishes the allowance for
loan losses and maintains the allowance at acceptable levels based upon the
judgment of management. The allowance for loan losses is based upon current
economic conditions, risks in the loan portfolio, historical loan loss
experience and other factors which, in management's opinion, deserve current
recognition. The following table presents a rollforward of the allowance for
loan losses at the dates indicated (in thousands):
<TABLE>
<CAPTION>
9/30/96 9/30/95 12/31/95 12/31/94 12/31/93 12/31/92 12/31/91
------- ------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at beginning of
the period............. $ 2,782 1,814 1,814 2,200 1,752 1,284 1,163
Loans charged-off:
Real estate........... -- 36 170 588 -- 170 406
Commercial & industri-
al................... 62 -- -- 770 25 82 9
Consumer & other...... 56 64 78 99 86 143 150
------- ----- ----- ----- ----- ----- -----
Total charge-offs..... 118 100 248 1,457 111 395 565
------- ----- ----- ----- ----- ----- -----
Recoveries:
Real estate........... 96 22 23 13 -- 57 22
Commercial & industri-
al................... 3 6 6 77 20 14 10
Consumer & other...... 9 8 3 17 14 17 27
------- ----- ----- ----- ----- ----- -----
Total recoveries...... 108 36 32 107 34 88 59
------- ----- ----- ----- ----- ----- -----
Net charge-offs......... 10 64 216 1,350 77 307 506
Provision for loan loss-
es..................... 363 963 1,184 964 525 775 627
------- ----- ----- ----- ----- ----- -----
Balance at end of pe-
riod................ $ 3,135 2,713 2,782 1,814 2,200 1,752 1,284
======= ===== ===== ===== ===== ===== =====
</TABLE>

NON-PERFORMING LOANS

The following table presents the amount of non-performing loans outstanding
at the dates indicated, by category (in thousands):

<TABLE>
<CAPTION>
9/30/96 9/30/95 12/31/95 12/31/94 12/31/93 12/31/92 12/31/91
------- ------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Non-accrual loans....... $ 453 179 117 63 27 38 1,345
Loans 90 days past due
and still accruing.... 87 375 85 126 71 150 922
Restructured loans...... -- -- -- -- -- -- --
----- --- --- --- --- --- -----
Total non-performing
loans................ $ 540 554 202 189 98 188 2,267
===== === === === === === =====
</TABLE>

36
<PAGE>

Management reviews the Company's loan portfolio continuously for problem
loans. During the ordinary course of business, management becomes aware of
borrowers that may not be able to meet contractual requirements of loan
agreements. Such loans are placed under close supervision, with consideration
given to placing the loan on a non-accrual status. Management then determines
the need for additions to the allowance for loan loss or, if appropriate,
partial or full charge-off. Depending upon the circumstances, certain of these
loans are from time to time renegotiated. Those loans on which management does
not expect to collect interest in the normal course of business, or which are
90 days or more past due as to principal or interest, are placed on nonaccrual
status. After a loan is placed on nonaccrual status, any interest previously
accrued but not yet collected is reversed against current income. Interest is
included in income subsequent to the date the loan is placed on nonaccrual
status on a cash basis so long as management is satisfied there is no
impairment of the book value of the loan. The loan is returned to accrual
status only when the borrower has brought all past due principal and interest
payments current, and in the opinion of management, the borrower has
demonstrated the ability to make future payments or principal and interest as
scheduled.

MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST RATES AS OF
SEPTEMBER 30, 1996

The following table sets forth maturities and rate sensitivity of the loan
portfolio as of September 30, 1996 (in thousands):

<TABLE>
<CAPTION>
ONE YEAR OR ONE TO FIVE OVER FIVE
LESS YEARS YEARS TOTAL
----------- ----------- --------- -------
<S> <C> <C> <C> <C>
Maturities of loans with fixed
rates.............................. $ 23,970 33,308 2,861 60,139
Repricing schedule of loans with ad-
justable rates..................... 40,018 -- -- 40,018
-------- ------ ----- -------
$ 63,988 33,308 2,861 100,157
======== ====== ===== =======
</TABLE>

INTEREST RATE RISK

Asset and liability management encompasses both interest rate risk and
liquidity management. The Company's net interest margin can be vulnerable to
wide fluctuations arising from a change in the general level of interest rates
which may affect the yield on interest earning assets differently than the
cost of the interest bearing liabilities. The Company monitors its asset and
liability mix in an effort to maintain a consistent earnings performance
through control of interest rate risk.

Below is the "static gap" schedule for the Company as of September 30, 1996
(in thousands). This is just one of several tools which may be used to measure
and manage interest rate sensitivity. Earning assets and interest bearing
liabilities are presented below within selected time intervals based on their
repricing and maturity characteristics. In this view, the sensitivity position
is perfectly matched when an equal amount of assets and liabilities reprice
during any given period. Excess assets or liabilities repricing in a given
time period result in the "Interest Sensitivity Gap" shown at the bottom of
the schedule. A positive gap indicates more assets than liabilities will
reprice in that time period, while a negative gap indicates more liabilities
than assets will reprice.

The schedule indicates the Company is liability sensitive in the 0-3 month
period and is asset sensitive in all other periods. This means that during the
0-3 month period, interest bearing liabilities are repricing faster than
earning assets, thereby improving net interest income when rates are declining
and reducing net interest income when rates are rising. While the "static gap"
is a widely used measure of interest sensitivity, it is not, in management's
opinion, the only indicator of the Company's sensitivity position.

37
<PAGE>

REPRICING AND INTEREST RATE SENSITIVITY AS OF
SEPTEMBER 30, 1996

<TABLE>
<CAPTION>
0-3 4-12 1-5 OVER 5
MONTHS MONTHS YEARS YEARS TOTAL
-------- ------ ------ ------ -------
<S> <C> <C> <C> <C> <C>
Interest Earning Assets:
Loans.................................. $ 49,692 14,296 33,308 2,861 100,157
Investment securities & ffs............ 11,220 21,059 57,705 250 90,234
-------- ------ ------ ----- -------
Total interest earning assets........ 60,912 35,355 91,013 3,111 190,391
Interest Bearing Liabilities:
Interest bearing demand and savings.... 81,979 -- -- -- 81,979
Time & C.D.'s < $100,000............... 12,997 26,493 14,568 -- 54,058
Time & C.D.'s > $100,000............... 1,918 5,508 221 -- 7,647
-------- ------ ------ ----- -------
Total interest bearing liabilities... 96,894 32,001 14,789 -- 143,684
-------- ------ ------ ----- -------
Interest Sensitivity GAP................. $(35,982) 3,354 76,224 3,111 46,707
======== ====== ====== ===== =======
</TABLE>

LEGAL OPINION

The legality of the Commerce Common Stock offered hereby will be passed upon
by Blackwell Sanders Matheny Weary & Lombardi L.C.

EXPERTS

INDEPENDENT PUBLIC ACCOUNTANTS FOR COMMERCE BANCSHARES, INC.

The consolidated financial statements of Commerce and subsidiaries as of and
for the years ended December 31, 1995, 1994 and 1993 incorporated by reference
in the Annual Report on Form 10-K, which are incorporated by reference in this
Registration Statement, have been incorporated herein in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants, and
upon the authority of said firm as experts in auditing and accounting.

INDEPENDENT PUBLIC ACCOUNTANTS FOR SHAWNEE BANK SHARES, INC.

The consolidated financial statements of Shawnee and the Bank as of and for
the years ended December 31, 1995 and 1994, have been included herein in
reliance upon the report of KPMG Peat Marwick LLP, independent certified
public accountants, and upon the authority of said firm as experts in auditing
and accounting.

SHAREHOLDER PROPOSALS

If the Merger and Acquisition are consummated, shareholders of Shawnee and
the Bank will become shareholders of Commerce at the Effective Time. Commerce
shareholders may submit to Commerce proposals for formal consideration at the
1997 and 1998 annual meetings of Commerce's shareholders and inclusion in
Commerce's proxy statements for such meetings. The deadline for all such
proposals to be considered for inclusion in Commerce's Proxy Statement and
proxy for the 1997 annual meeting was November 20, 1996. All such proposals to
be considered for inclusion in Commerce's Proxy Statement and proxy for the
1998 annual meeting must be received in writing by the Corporate Secretary at
Commerce Bancshares, Inc. by November , 1997.

38
<PAGE>

ANNEX A
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

AGREEMENT AND PLAN OF REORGANIZATION

AMONG

COMMERCE BANCSHARES, INC.

SHAWNEE BANK SHARES, INC.

CBI-KANSAS, INC.

AND

THE SHAWNEE STATE BANK

DATED JANUARY 16, 1997

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
ARTICLE I
THE COMPANY MERGER.................................................... A-1
1.1 The Company Merger........................................... A-1
1.2 Effective Time of the Company Merger......................... A-1
1.3 The Articles of Incorporation................................ A-1
1.4 Effect of Company Merger..................................... A-1
1.5 Further Assurances........................................... A-2
ARTICLE II
COMPANY MERGER........................................................ A-2
2.1 Effect of Merger on Sub Stock................................ A-2
2.2 Conversion of the Company Shares in the Company Merger....... A-2
2.3 Exchange of Certificates..................................... A-3
2.4 Closing of the Company Transfer Books........................ A-3
2.5 Dividends.................................................... A-3
2.6 Shareholders' Approval....................................... A-3
2.7 Dissenting Shares............................................ A-3
ARTICLE IIA
ACQUISITION OF ASSETS AND LIABILITIES OF BANK BY SUB.................. A-4
2A.1 Agreement to Purchase and Sell............................... A-4
2A.2 Closing of Purchase and Sale................................. A-4
2A.3 Consideration................................................ A-4
2A.4 Assets and Liabilities Bank to be Transferred to Commerce
Bank, N.A. ................................................. A-4
2A.5 [Omitted].................................................... A-5
2A.6 [Omitted].................................................... A-5
2A.7 Exchange of Certificates..................................... A-5
2A.8 Closing of the Bank Transfer Books........................... A-5
2A.9 Dividends.................................................... A-5
2A.10 Shareholders' Approval....................................... A-5
2A.11 Retained Assets.............................................. A-5
2A.12 Liquidation of Bank.......................................... A-6
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF COMMERCE AND SUB.................... A-6
3.1 Organization and Authority................................... A-6
3.2 Authority.................................................... A-6
3.3 Shareholder Approval......................................... A-6
3.4 No Violations................................................ A-6
3.5 Consents..................................................... A-7
3.6 Capital Stock of Commerce.................................... A-7
3.7 Government Regulation........................................ A-7
3.8 Financial Statements......................................... A-7
3.9 SEC Reports.................................................. A-7
3.10 Status of Commerce Common Stock to be Issued................. A-8
3.11 Legal Proceedings............................................ A-8
3.12 Taxes........................................................ A-8
3.13 Defaults..................................................... A-9
3.14 Information Supplied......................................... A-9
3.15 Absence of Adverse Agreements................................ A-9
3.16 Broker's Fees................................................ A-9
</TABLE>

i
<PAGE>

<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF COMPANY............................... A-9
4.1 Organization and Good Standing.................................. A-9
4.2 Authority....................................................... A-10
4.3 Shareholder Approval............................................ A-10
4.4 No Violations................................................... A-10
4.5 Consents........................................................ A-10
4.6 Capitalization.................................................. A-10
4.7 Government Regulation........................................... A-11
4.8 Financial Statements............................................ A-11
4.9 Legal Proceedings............................................... A-11
4.10 Title to Assets................................................. A-11
4.11 Undisclosed Liabilities......................................... A-12
4.12 Taxes........................................................... A-12
4.13 Contracts....................................................... A-12
4.14 Regulatory Reports; Examinations................................ A-13
4.15 Conduct......................................................... A-13
4.16 Compliance with ERISA........................................... A-13
4.17 Information Supplied............................................ A-14
4.18 Defaults........................................................ A-14
4.19 Insurance....................................................... A-14
4.20 Absence of Adverse Agreements................................... A-14
4.21 Internal Controls and Records................................... A-15
4.22 Loans........................................................... A-15
4.23 Environmental Laws.............................................. A-15
4.24 Broker's Fees................................................... A-16
4.25 Labor Matters................................................... A-17
4.26 Full Disclosure................................................. A-17
ARTICLE V
COVENANTS OF COMPANY A-17
5.1 Affirmative Covenants of the Company............................ A-17
5.2 Negative Covenants of the Company............................... A-17
5.3 Inspection...................................................... A-19
5.4 Financial Statements and Call Reports........................... A-19
5.5 Right to Attend Meetings........................................ A-19
5.6 Data Processing................................................. A-19
5.7 No Solicitation................................................. A-19
5.8 Regulatory Approvals............................................ A-20
5.9 Information..................................................... A-20
5.10 Tax-Free Reorganization Treatment............................... A-20
ARTICLE VI
COVENANTS OF COMMERCE AND SUB A-20
6.1 Regulatory Approvals............................................ A-20
6.2 Information..................................................... A-20
6.3 Tax-Free Reorganization Treatment............................... A-20
6.4 Employee Benefits............................................... A-20
</TABLE>

ii
<PAGE>

<TABLE>
<C> <S> <C>
ARTICLE VII
CONDITIONS PRECEDENT TO COMMERCE'S OBLIGATIONS........................... A-20
7.1 Representations, Warranties and Covenants....................... A-20
7.2 Material Actions, Debts or Defaults............................. A-21
7.3 Adverse Changes................................................. A-21
7.4 Regulatory Authority Approval................................... A-21
7.5 Litigation...................................................... A-21
7.6 Financial Measures.............................................. A-21
7.7 Approval by Shareholders........................................ A-21
7.8 Tax Representations............................................. A-21
7.9 Affiliate Agreements............................................ A-21
7.10 [Omitted]....................................................... A-22
7.11 Federal Tax Opinion............................................. A-22
7.12 Opinion of Counsel.............................................. A-22
7.13 Voting Agreement................................................ A-22
ARTICLE VIII
CONDITIONS PRECEDENT TO OBLIGATION OF COMPANY AND BANK................... A-22
8.1 Representations, Warranties and Covenants....................... A-22
8.2 Regulatory Authority Approval................................... A-22
8.3 Litigation...................................................... A-22
8.4 Approval by Shareholders........................................ A-22
8.5 Federal Tax Opinion............................................. A-22
8.6 Adverse Changes................................................. A-23
8.7 Opinion of Counsel.............................................. A-23
ARTICLE IX
TERMINATION OF AGREEMENT................................................. A-23
9.1 Basis for Termination........................................... A-23
9.2 Effect of Termination........................................... A-23
9.3 Amendment....................................................... A-23
9.4 Extension; Waiver............................................... A-23
ARTICLE X
SECURITIES LAWS MATTERS.................................................. A-24
10.1 Registration Statement and Proxy Statement...................... A-24
10.2 State Securities Laws........................................... A-24
10.3 Publication of Combined Financial Results....................... A-24
ARTICLE XI
MISCELLANEOUS............................................................ A-24
11.1 [Omitted]....................................................... A-24
11.2 Parties in Interest............................................. A-24
11.3 Entire Agreement, Amendments, Waiver............................ A-25
11.4 Notices......................................................... A-25
11.5 Law Governing................................................... A-26
11.6 Further Acts.................................................... A-26
</TABLE>

iii
<PAGE>

INDEX OF DEFINITIONS

<TABLE>
<CAPTION>
TERM SECTION
- ---- -------
<S> <C>
Agreement................................................ Introductory Paragraph
</TABLE>
<TABLE>
<S> <C>
ASTM.................................................................... 4.24(c)
</TABLE>
<TABLE>
<S> <C>
Average Commerce Price.................................................. 2.2(c)
</TABLE>
<TABLE>
<S> <C>
Bank..................................................................... 4.1(b)
</TABLE>
<TABLE>
<S> <C>
Bank Business.............................................................. 2A.1
</TABLE>
<TABLE>
<S> <C>
Bank Liquidation.......................................................... 2A.12
</TABLE>
<TABLE>
<S> <C>
Bank Per Share Amount...................................................... 2A.3
</TABLE>
<TABLE>
<S> <C>
Bank Stock.................................................................. 4.6
</TABLE>
<TABLE>
<S> <C>
Bank Transfer........................................................... Recital
</TABLE>
<TABLE>
<S> <C>
Closing Date................................................................ 1.2
</TABLE>
<TABLE>
<S> <C>
Code....................................................................... 4.16
</TABLE>
<TABLE>
<S> <C>
Commerce................................................. Introductory Paragraph
</TABLE>
<TABLE>
<S> <C>
Commerce Common Stock....................................................... 3.6
</TABLE>
<TABLE>
<S> <C>
Commerce's Counsel......................................................... 7.11
</TABLE>
<TABLE>
<S> <C>
Company.................................................. Introductory Paragraph
</TABLE>
<TABLE>
<S> <C>
Company Common Stock..................................................... 2.2(a)
</TABLE>
<TABLE>
<S> <C>
Company Dissenting Shares................................................... 2.7
</TABLE>
<TABLE>
<S> <C>
Company Financial Statements................................................ 4.8
</TABLE>
<TABLE>
<S> <C>
Company Merger......................................................... Recitals
</TABLE>
<TABLE>
<S> <C>
Effective Time.............................................................. 1.2
</TABLE>
<TABLE>
<S> <C>
Environmental Audit..................................................... 4.23(c)
</TABLE>
<TABLE>
<S> <C>
Environmental Laws...................................................... 4.23(b)
</TABLE>
<TABLE>
<S> <C>
Environmental Liability................................................. 4.23(c)
</TABLE>
<TABLE>
<S> <C>
ERISA...................................................................... 4.16
</TABLE>
<TABLE>
<S> <C>
Exchange Agent........................................................... 2.3(a)
</TABLE>
<TABLE>
<S> <C>
GAAP..................................................................... 5.2(k)
</TABLE>
<TABLE>
<S> <C>
Governmental Entity........................................................ 4.14
</TABLE>
<TABLE>
<S> <C>
Hazardous Materials..................................................... 4.23(b)
</TABLE>
<TABLE>
<S> <C>
IRS........................................................................ 3.12
</TABLE>
<TABLE>
<S> <C>
KGCC........................................................................ 1.2
</TABLE>
<TABLE>
<S> <C>
Material Adverse Effect.................................................... 3.12
</TABLE>
<TABLE>
<S> <C>
Merger................................................................. Recitals
</TABLE>
<TABLE>
<S> <C>
NASDAQ................................................................... 2.2(c)
</TABLE>
<TABLE>
<S> <C>
Preferred Per Share Amount............................................... 2.2(b)
</TABLE>
<TABLE>
<S> <C>
Preferred Stock.......................................................... 2.2(a)
</TABLE>
<TABLE>
<S> <C>
Plans...................................................................... 4.16
</TABLE>
<TABLE>
<S> <C>
Properties.............................................................. 4.23(c)
</TABLE>
<TABLE>
<S> <C>
PRP..................................................................... 4.23(a)
</TABLE>
<TABLE>
<S> <C>
Proxy Statement............................................................ 10.1
</TABLE>
<TABLE>
<S> <C>
Registration Statement.................................................... 10.1
</TABLE>
<TABLE>
<S> <C>
Retained Assets........................................................... 2A.11
</TABLE>
<TABLE>
<S> <C>
Securities Act............................................................. 3.10
</TABLE>
<TABLE>
<S> <C>
SEC........................................................................ 3.14
</TABLE>
<TABLE>
<S> <C>
Sub...................................................... Introductory Paragraph
</TABLE>
<TABLE>
<S> <C>
Sub Common Stock............................................................ 2.1
</TABLE>
<TABLE>
<S> <C>
Tax........................................................................ 3.12
</TABLE>
<TABLE>
<S> <C>
Taxes...................................................................... 3.12
</TABLE>
<TABLE>
<S> <C>
Tax Returns................................................................ 3.12
</TABLE>

iv
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AGREEMENT AND PLAN OF REORGANIZATION

This Agreement and Plan of Reorganization (the "Agreement") dated as of the
16th day of January, 1997, is made by and between COMMERCE BANCSHARES, INC., a
Missouri corporation ("Commerce"), CBI-KANSAS, INC., a Kansas corporation
("Sub") SHAWNEE BANK SHARES, INC, a Kansas corporation ("Company") and THE
SHAWNEE STATE BANK, a Kansas Banking Corporation ("Bank").

WITNESSETH:

Whereas, the Boards of Directors of Commerce, Sub, Company and Bank have
approved and deem it advisable and in the best interests of their respective
companies and shareholders that Commerce, Company and Bank become affiliated
through the merger of Company with and into Sub in the manner hereinafter set
forth (the "Merger" or the "Company Merger") and the acquisition of all of the
assets and liabilities of Bank by Commerce Bank, N.A. (the "Bank Transfer");
and

Whereas, the parties desire to make certain representations, warranties and
agreements in connection with the Merger and also to prescribe certain
conditions to the Merger and the Bank Transfer.

Now, Therefore, in consideration of the premises and the mutual covenants
and agreements herein contained, the parties hereby agree as follows:

ARTICLE I

The Company Merger

1.1 The Company Merger. Upon the terms and subject to the conditions of this
Agreement at the Effective Time (as hereinafter defined), Company shall be
merged with and into Sub and the separate existence and corporate organization
of Company shall thereupon cease and Sub and Company shall thereupon be a
single corporation. Sub shall be the surviving corporation in the Merger and
the separate corporate existence of Sub shall continue unaffected and
unimpaired by the Merger.

1.2 Effective Time of the Company Merger. On the Closing Date (as
hereinafter defined), the proper officers of Company and Sub shall execute and
acknowledge appropriate certificates of merger that shall be filed with the
Kansas Secretary of State on the first business day following the Closing
Date, all in accordance with the Kansas General Corporation Code (the "KGCC").
The Merger shall become effective on the first day of the first calendar month
following the Closing Date (the "Effective Time"). The closing shall be on a
day (the "Closing Date") within forty-five (45) days following the
satisfaction or waiver, to the extent permitted hereunder, of the conditions
to the consummation of the Merger specified in Articles VII and VIII of this
Agreement at 10:00 a.m. at Commerce Bank, N.A., 1000 Walnut Street, Kansas
City, Missouri, which day shall be specified by notice from Commerce to
Company (such notice to be at least five (5) days in advance of such Closing
Date).

1.3 The Articles of Incorporation. The Articles of Incorporation and By-Laws
of Sub as in effect immediately prior to the Effective Time shall be and
remain the Articles of Incorporation and By-Laws of the surviving corporation
from and after the Effective Time until amended as provided by law and the
officers and directors of Sub shall continue as the officers and directors of
the surviving corporation from and after the Effective Time.

1.4 Effect of Company Merger. Subject to Kansas law, at the Effective Time
(a) Sub shall possess all assets and property of every description, and every
interest therein, wherever located, and the rights, privileges, immunities,
powers, franchises, and authority, of a public as well as of a private

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nature, of Company and all obligations belonging to or due each of Company and
Sub shall be vested in Sub without further act or deed; (b) title to any real
estate or any interest therein vested in Company shall not revert or in any
way be impaired by reason of the Company Merger; (c) all rights of creditors
and all liens on any property of the Company shall be preserved unimpaired;
and (d) Sub shall be liable for all the obligations of Company, and any claim
existing, or action or proceeding pending, by or against either of Company or
Sub, may be prosecuted to judgment with the right of appeal, as if the Company
Merger had not taken place. Notwithstanding the foregoing, cash to pay Company
Dissenting Shares will come from Bank prior to its dissolution pursuant to
Article IIA, below.

1.5 Further Assurances. If at any time after the Effective Time, Sub shall
consider it advisable that any further conveyances, agreements, documents,
instruments or assurances of law or any other actions or things are necessary
or desirable to vest, perfect, confirm, or record in Sub the title to any
property, rights, privileges, powers, or franchises of the Company, the Board
of Directors and officers of Sub shall, and will be authorized to, execute and
deliver in the name and on behalf of Sub or otherwise, any and all proper
conveyances, agreements, documents, instruments, and assurances of law and do
all things necessary or proper to vest, perfect, or confirm title to such
property, rights, privileges, powers and franchises in Sub, and otherwise to
carry out the provisions of this Agreement.

ARTICLE II

Company Merger

2.1 Effect of Merger on Sub Stock. Each share of common stock, $1.00 par
value per share, of Sub ("Sub Common Stock") issued and outstanding
immediately prior to the Effective Time shall remain issued and outstanding at
the Effective Time, and shall be unaffected by the Company Merger.

2.2 Conversion of the Company Shares in the Company Merger. At the Effective
Time, by virtue of the Merger and without any action on the part of any holder
thereof:

(a) Each outstanding share of (i) common stock, $1.00 par value per share of
the Company ("Company Common Stock") and (ii) preferred stock, $55 par value
per share of the Company (the "Preferred Stock") which are held in the
treasury of the Company or owned by Commerce, Sub or any subsidiary of the
Company or Commerce (other than as a trustee, fiduciary, nominee or in a
similar capacity), shall be canceled and retired and shall cease to exist from
and after the Effective Time, and no cash or other consideration shall be
delivered in exchange therefore;

(b) Each remaining issued and outstanding share of Preferred Stock (other
than Company Dissenting Shares, as defined in Section 2.7) shall be converted
into that fraction of a share (rounded to the nearest 1/1000th of a share) of
Commerce Common Stock equal to the quotient by dividing $55 plus unpaid
accumulated dividends, if any, to the Effective Time, without interest thereon
("Preferred Per Share Amount") by the Average Commerce Price.

(c) Each outstanding share of Company Common Stock, shall be converted into
that fraction of a share (rounded to the nearest 1/1000th of a share) of
Commerce Common Stock, as defined in Section 3.6, below, equal to the quotient
by dividing Common Per Share Amount by the average of the closing sales prices
of Commerce Common Stock as reported by the National Association of Securities
Dealers Automated Quotation National Market System ("NASDAQ") on each of the
fifteen (15) consecutive trading days preceding the third trading day prior to
the Effective Time, (the "Average Commerce Price"), provided, that
notwithstanding the actual Average Commerce Price the Average Commerce Price
shall be deemed to be not less than $38.15 nor more than $42.50 (the "Common
Stock Conversion Ratio") for purposes of this calculation.

(d) The "Common Per Share Amount" shall equal (i) $40 million, (ii) less the
Preferred Per Share Amount multiplied by 20,941, with the result of (i) less
(ii) then (iii) multiplied by .83845, with the result then (iv) divided by
44,924.

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2.3 Exchange of Certificates.

(a) Commerce, on behalf of Sub, shall make available to Commerce Bank, N.A.,
which is hereby designated as exchange agent (the "Exchange Agent"), at and
after the Effective Time, such number of shares of Commerce Common Stock as
shall be issuable to the holders of Company Common Stock in accordance with
Section 2.2 hereof. As soon as practicable after the Closing Date, Commerce on
behalf of the Exchange Agent shall mail to each holder of record of a
certificate that immediately prior to the Closing Date represented outstanding
shares of Company Common Stock (i) a form letter of transmittal and (ii)
instructions for effecting the surrender of certificates of Company Common
Stock for exchange into certificates of Commerce Common Stock.

(b) Notwithstanding any other provision herein, no fractional shares of
Commerce Common Stock and no certificates or script therefor or other evidence
of ownership thereof will be issued. All fractional shares of Commerce Common
Stock to which a holder of Company Common Stock would otherwise be entitled to
under Section 2.2 hereof shall be aggregated. If a fractional share results
from such aggregation, such shareholder shall be entitled, after the Effective
Time and upon the surrender of such shareholder's certificate or certificates
representing shares of Company Common Stock, to receive from the Exchange
Agent an amount in cash in lieu of such fractional share equal to the product
of such fraction and the Average Commerce Price. Commerce, on behalf of Sub,
shall make available to the Exchange Agent, as required from time to time, any
cash necessary for this purpose.

2.4 Closing of the Company Transfer Books. At the Effective Time, the stock
transfer books of the Company shall be closed and no transfer of Company
Common Stock shall thereafter be made.

2.5 Dividends. No dividends or other distributions that are declared after
the Effective Time with respect to Commerce Common Stock payable to holders of
record thereof after the Effective Time shall be paid to the Company
shareholders entitled to receive certificates representing Commerce Common
Stock until such shareholders surrender their certificates. Upon such
surrender, there shall be paid to the shareholder in whose name the
certificates representing such Commerce Common Stock shall be issued any
dividends which shall have become payable with respect to such Commerce Common
Stock between the Effective Time and the time of such surrender, without
interest. After such surrender there shall also be paid to the shareholder in
whose name the certificates representing such Commerce Common Stock shall be
issued any dividend on such Commerce Common Stock that shall have (a) a record
date subsequent to the Effective Time and prior to such surrender and (b) a
payment date after such surrender, and such payment shall be made on such
payment date. In no event shall the shareholders entitled to receive such
dividends be entitled to receive interest on such dividends.

2.6 Shareholders' Approval. Company agrees to submit this Agreement and the
transactions contemplated hereby to its shareholders for approval to the
extent required and as provided by law and the Articles of Incorporation and
By-Laws of Company and in accordance with Section 10.1 hereof. A shareholders'
meeting of Company shall be held and Company shall use its reasonable best
efforts to take all steps as shall be required for said meeting to be held as
soon as reasonably practicable after the effective date of the Registration
Statement (as defined in Section 10.1 hereof). Company and its Board of
Directors shall recommend that the shareholders of Company approve this
Agreement and the transactions contemplated hereby and shall use their
reasonable best efforts to secure such approval.

2.7 Dissenting Shares. Notwithstanding anything to the contrary contained in
this Agreement, to the extent appraisal rights are available to the Company's
shareholders pursuant to the KGCC, any shares held by a person who objects to
the Merger, whose shares were not entitled to vote or were not voted in favor
of the Merger and who complies with all of the provisions of the KGCC
concerning the rights of such person to dissent from the Merger and to require
appraisal of such person's shares and who has not withdrawn such objection or
waived such rights prior to the Closing Date ("Company

A-3
<PAGE>

Dissenting Shares") shall not be converted pursuant to Section 2.2 but shall
become the right to receive such consideration as may be determined to be due
to the holder of such Company Dissenting Shares pursuant to the KGCC,
including, if applicable, any costs determined to be payable by Bank to the
holders of the Company Dissenting Shares pursuant to an order of the district
court in accordance with the KGCC. Notwithstanding the foregoing, cash to pay
Company Dissenting Shares will come from Bank prior to its dissolution
pursuant to Article IIA, below.

ARTICLE IIA

Acquisition of Assets and Liabilities of Bank by Sub

2A.1 Agreement to Purchase and Sell. Bank hereby agrees to sell, transfer,
convey and assign, and Sub hereby agrees to purchase and assume, all of the
assets and liabilities of Bank (the "Bank Business"). The Bank Business does
not include Retained Assets as defined hereinafter.

2A.2 Closing of Purchase and Sale. The closing of the purchase and sale of
the Bank Business (the "Bank Transfer") shall occur on the Closing Date and
Bank agrees to cause its officers to execute such instruments of conveyance
and transfer as shall be reasonably necessary to accomplish the transfer of
the Bank Business. The transfer of the Bank Business shall occur
simultaneously with the Effective Time of the Company Merger.

2A.3 Consideration. In consideration for the transfer of the Bank Business,
Sub agrees to transfer to Bank for each share of Bank Stock, other than shares
of Bank Stock owned by Sub, or by Company, shares of Commerce Common Stock, as
defined in Section 3.6, below, equal to the quotient by dividing the Bank Per
Share Amount by the average of the closing sales prices of Commerce Common
Stock as reported by the NASDAQ on each of the fifteen (15) consecutive
trading days preceding the third trading day prior to the Effective Time, (the
"Average Commerce Price"), provided, that notwithstanding the actual Average
Commerce Price the Average Commerce Price shall be deemed to be not less than
$38.15 nor more than $42.50 for purposes of this calculation. The "Bank Per
Share Amount" shall equal (i) $40 million, (ii) less the Preferred Per Share
Amount multiplied by 20,941, with the result of (i) less (ii) then (iii)
multiplied by .16155, with the result then (iv) divided by 16,155.

2A.4 Assets and Liabilities Bank to be Transferred to Commerce Bank,
N.A. Sub having obtained dominion and control over the Bank Business, as
provided in 2A.1 and 2A.2, above, directs that such Bank Business at the
Effective Time be transferred directly to Commerce Bank, N.A. by Bank, which
transfer shall be effected by a purchase and assumption by Commerce Bank, N.A.
of the Bank Business in a cause to be directed transaction to the extent that
such purchase and assumption may be consummated in a tax free transaction. In
the event Commerce delays such purchase and assumption based on the preceding
sentence, at such time as the purchase and assumption may be consummated so as
not to adversely affect the tax free status of the Company Merger, Commerce
agrees to purchase or cause to be purchased the Bank Business and the
consideration for such purchase and assumption shall be a cash amount per
share of Bank Stock equal to the market value at the Effective Time of the
Commerce Common Stock which would have been issued at the Effective Time under
Section 2A.3 had the Bank Transfer occurred at the Effective Time, plus
interest on such amount equal to the "Fed Funds Rate" as reported by The Wall
Street Journal from the Effective Time to the date of payment. For purposes
hereof, the "Fed Funds Rate" means the effective rate for Federal Funds
transactions for the immediately preceding business day as quoted by the
Federal Reserve Bank of New York, which shall change with and be effective on
the date of any change in the Fed Funds Rate. Commerce agrees to cause
Commerce Bank, N.A. to purchase and assume the Bank Business by virtue of the
Bank Transfer. Bank shall thereafter dissolve and distribute any properties it
has to its shareholders, except that to the extent there is cash remaining in
Bank at the time of the dissolution, immediately prior to such dissolution
such cash will be paid to Commerce Bank, N.A.

A-4
<PAGE>

2A.5 [Omitted].

2A.6 [Omitted].

2A.7 Exchange of Certificates.

(a) Commerce, on behalf of Sub, shall make available to Commerce Bank, N.A.,
which is hereby designated as exchange agent (the "Exchange Agent"), at and
after the Effective Time such number of shares of Commerce Common Stock as
shall be issuable to the holders of Bank Stock in accordance with this Article
IIA. As soon as practicable after the Closing Date, Commerce on behalf of the
Exchange Agent shall mail to each holder of record of a certificate that
immediately prior to the Closing Date represented outstanding shares of Bank
Stock (i) a form letter of transmittal and (ii) instructions for effecting the
surrender of certificates of Bank Stock for exchange into certificates of
Commerce Common Stock.

(b) Notwithstanding any other provision herein, no fractional shares of
Commerce Common Stock and no certificates or script therefor or other evidence
of ownership thereof will be issued. All fractional shares of Commerce Common
Stock to which a holder of Bank Stock would otherwise be entitled under this
Article IIA shall be aggregated. If a fractional share results from such
aggregation, such shareholder shall be entitled, after the Effective Time and
upon the surrender of such shareholder's certificate or certificates
representing shares of Bank Stock, to receive from the Exchange Agent an
amount in cash in lieu of such fractional share equal to the product of such
fraction and the Average Commerce Price. Commerce, on behalf of Sub, shall
make available to the Exchange Agent, as required from time to time, any cash
necessary for this purpose.

2A.8 Closing of the Bank Transfer Books. At the Effective Time, the stock
transfer books of the Bank shall be closed and no transfer of Bank Stock shall
thereafter be made.

2A.9 Dividends. No dividends or other distributions that are declared after
the Effective Time with respect to Commerce Common Stock payable to holders of
record thereof after the Effective Time shall be paid to the Bank shareholders
entitled to receive certificates representing Commerce Common Stock until such
shareholders surrender their certificates. Upon such surrender, there shall be
paid to the shareholder in whose name the certificates representing such
Commerce Common Stock shall be issued any dividends which shall have become
payable with respect to such Commerce Common Stock between the Effective Time
and the time of such surrender, without interest. After such surrender there
shall also be paid to the shareholder in whose name the certificates
representing such Commerce Common Stock shall be issued any dividend on such
Commerce Common Stock that shall have (a) a record date subsequent to the
Effective Time and prior to such surrender and (b) a payment date after such
surrender, and such payment shall be made on such payment date. In no event
shall the shareholders entitled to receive such dividends be entitled to
receive interest on such dividends.

2A.10 Shareholders' Approval. Bank agrees to submit this Agreement and the
transactions contemplated hereby to its shareholders for approval to the
extent required and as provided by law and the Charter and By-Laws of Bank and
in accordance with Section 10.1 hereof. A shareholders' meeting of Bank shall
be held concurrently with, or on the same day as, that of Company, and Bank
shall use its reasonable best efforts to take all steps as shall be required
for said meeting to be held as soon as reasonably practicable after the
effective date of the Registration Statement (as defined in Section 10.1
hereof). Bank and its Board of Directors shall recommend that the shareholders
of Bank approve this Agreement and the transactions contemplated hereby and
shall use their reasonable best efforts to secure such approval.

2A.11 Retained Assets. In the Bank Transfer, the Bank shall not sell,
transfer, convey and assign, and Sub shall not purchase an amount of cash of
the Bank as shall be determined in good faith to be sufficient to pay any
consideration as may be determined to be due to holders of Company Dissenting
Shares pursuant to Section 2.7 and to pay any expenses related thereto (the
"Retained Assets").

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2A.12 Liquidation of Bank. Following the transfer of the Bank Business as
described in Section 2A.4 and subject to the condition described in this
Section 2A.12, the Bank shall be liquidated and dissolved as part of the Plan
of Reorganization that encompasses the Bank Transfer (the "Bank Liquidation").
The consummation of the Bank Liquidation shall be subject to the sole
condition that it not be consummated until all payments described in Section
2A.11 have been paid by the Bank. During the period of time following the
transfer of the Bank Business as described in Section 2A.4 and before the Bank
Liquidation, the activities of the Bank shall be solely those undertaken for
the purpose of determining and paying any consideration due to holders of
Company Dissenting Shares pursuant to Section 2.7 and paying any expenses
relating thereto. Immediately prior to the Bank Liquidation, any portion of
the Retained Assets that remain owned by Bank that were not needed to fulfill
the payment described in Section 2A.11 shall be transferred directly to
Commerce Bank, N.A. pursuant to the Plan of Reorganization that encompasses
the Bank Transfer.

ARTICLE III

Representations and Warranties of Commerce and Sub

Except as set forth on the Commerce Disclosure Schedule attached hereto,
Commerce and Sub, jointly and severally, hereby represent and warrant as
follows:

3.1 Organization and Authority.

(a) Commerce is a corporation duly organized, validly existing and in good
standing under the laws of the State of Missouri with the corporate power and
authority to own its properties and conduct its business as it is now being
conducted and is duly registered as a bank holding company under the
provisions of the Bank Company Act of 1956, as amended.

(b) Sub is a corporation duly organized, validly existing and in good
standing under the laws of the State of Kansas. Sub has the corporate power to
enter into and perform this Agreement and the execution, delivery and
performance of this Agreement by Sub and the consummation by Sub of the
transactions contemplated hereby have been duly authorized by its Board of
Directors and by Commerce as the sole shareholder of Sub.

3.2 Authority. Commerce has all requisite corporate power and authority to
enter into this Agreement, and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement, and the consummation of
the transactions contemplated hereby have been duly authorized by all
necessary corporate action on the part of Commerce. This Agreement has been
duly executed and delivered by Commerce, and assuming due execution and
delivery by Company, constitutes a valid and binding obligation of Commerce,
enforceable in accordance with its terms subject to applicable
conservatorship, receivership, bankruptcy, insolvency and similar laws
affecting creditors' rights and remedies generally, and subject, as to
enforceability, to general principles of equity (including without limitation
specific performance), whether applied in a court of law or a court of equity.

3.3 Shareholder Approval. The shareholders of Commerce are not required to
approve this Agreement.

3.4 No Violations. Subject to approval by the appropriate regulatory
agencies, the execution, delivery and performance of this Agreement by
Commerce and Sub do not, and the consummation of the transactions contemplated
hereby will not, constitute (i) a breach or violation of, or a default under,
any law, rule or regulation or any judgment, decree, order, governmental
permit or license, or agreement, indenture or instrument of Commerce or any
subsidiary or to which Commerce or any subsidiary (or any of their respective
properties) is subject, (ii) a breach or violation of, or a default

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under, the articles of incorporation, charter or bylaws of Commerce or any
subsidiary of Commerce or (iii) a breach or violation of, or a default under
(or an event which with due notice or lapse of time or both would constitute a
default under), or result in the termination of, accelerate the performance
required by, or result in the termination of, accelerate the performance
required by, or result in the creation of any lien, pledge, security interest,
charge or other encumbrance upon any of the properties or assets of Commerce
under any of the terms, conditions or provisions of any note, bond, indenture,
deed of trust, loan agreement or other agreement, instrument or obligation to
which Commerce is a party, or to which any of its respective properties or
assets may be bound or affected.

3.5 Consents. Except as disclosed herein, no filing or registration with, or
authorization, consent or approval of, any public body or authority is
necessary for the consummation by Commerce of the Merger or the other
transactions contemplated by this Agreement.

3.6 Capital Stock of Commerce. Commerce has authorized capital stock
consisting of (a) 40,000,000 shares of common stock, $5.00 par value
("Commerce Common Stock"), of which 37,377,392 shares were issued and
outstanding on December 31, 1996, and (b) 2,000,000 shares of preferred stock,
$1.00 par value, of which no shares are issued and outstanding. All of the
issued and outstanding shares of Commerce Common Stock are validly issued,
fully paid and non-assessable. Holders of Commerce Common Stock do not have
any preemptive rights with respect to the issuance of additional authorized
shares of Commerce Common Stock.

3.7 Government Regulation. Commerce and its subsidiaries hold all material
licenses, certificates, permits, franchises and rights from all appropriate
federal, state or other public authorities necessary for the lawful conduct of
their respective businesses and ownership of their respective properties.
Commerce and its subsidiaries have substantially complied with all material
federal, state and local statutes, regulations, ordinances or rules applicable
to the ownership of their respective properties or the conduct of their
respective businesses.

3.8 Financial Statements. The consolidated balance sheets of Commerce as of
December 31, 1995 and December 31, 1994, the consolidated statements of
earnings for the years ended December 31, 1995 and December 31, 1994, and all
related schedules and notes to the foregoing, all of which have been delivered
to Company, have been certified by KPMG Peat Marwick LLP, independent
certified public accountants. All of the foregoing financial statements have
been prepared in accordance with generally accepted accounting principles and
practices which were applied on a consistent basis, are correct and complete
and fairly and accurately present the financial position, results of operation
and changes of financial position of Commerce as of their respective dates and
for the periods indicated. Commerce has no material liabilities or obligations
of a type which would be included in a balance sheet prepared in accordance
with generally accepted accounting principles whether related to tax or non-
tax matters, accrued or contingent, due or not yet due, liquidated or
unliquidated, or otherwise, except as and to the extent disclosed or reflected
in the balance sheet of Commerce as of December 31, 1995, or incurred since
December 31, 1995, in the ordinary course of business. From December 31, 1995
until the date hereof, there has been no material adverse change in the
financial condition, properties, assets, liabilities, rights or business of
Commerce, or in the relationship of Commerce with respect to its employees,
creditors, suppliers, distributors, customers or others with whom it has
business relationships.

3.9 SEC Reports. Commerce's Report on Form 10-K for year ended December 31,
1995, filed with the Securities and Exchange Commission and all subsequent
reports and proxy statements filed by Commerce thereafter pursuant to Section
13(a) or 14(a) of the Securities Exchange Act of 1934 do not and will not
contain a misstatement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading as of the time the document was filed. Since the filing of such
Report on Form 10-K, no other report, proxy statement, or other

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document has been required to be filed by Commerce pursuant to Section 13(a)
or 14(a) of the Securities Exchange Act of 1934 which has not been filed.
Commerce has delivered to Company the following documents: Form 10-K for
Fiscal Year Ended December 31, 1995; the Annual Report to Shareholders for
such year; the Form 10-Q for the periods ended March 31, 1996, June 30, 1996
and September 30, 1996 and a copy of the Proxy Statement for the 1996 Annual
Meeting of Shareholders of Commerce.

3.10 Status of Commerce Common Stock to be Issued. The shares of Commerce
Common Stock into which the Company Common Stock and Bank Stock are to be
exchanged or converted pursuant to this Agreement will be, when delivered as
specified in this Agreement, validly authorized and issued, fully paid and
non-assessable, and registered pursuant to an effective registration statement
under the Securities Act of 1933, as amended, or any successor federal statute
and the rules and regulations promulgated thereunder, all as the same shall be
in effect at the time (the "Securities Act").

3.11 Legal Proceedings. There are as of the date hereof no actions, suits,
claims, demands or other proceedings or investigations, either judicial or
administrative, pending or, to the knowledge of Commerce, threatened against
or affecting the properties, assets, rights or business of Commerce or the
right to carry on or conduct its business, nor are there to the knowledge of
Commerce any grounds therefor, which, if adversely determined, would have a
Material Adverse Effect on the business, operations, properties or financial
condition of Commerce. There are as of the date hereof no actions, suits,
claims, demands or other proceedings or investigations, either judicial or
administrative, pending or, to the knowledge of Commerce, threatened which
will or could prevent or interfere with the consummation of the transactions
contemplated by this Agreement.

3.12 Taxes. Commerce and Sub have timely filed all Tax Returns (as defined
below) required to be filed by them, and Commerce and Sub have timely paid and
discharged all Taxes (as defined below) due in connection with or with respect
to the filing of such Tax Returns and have timely paid all other Taxes as are
due, except such as are being contested in good faith by appropriate
proceedings and with respect to which Commerce is maintaining reserves
adequate for payment. To the best knowledge of Commerce, the liability for
Taxes set forth on each such Tax Return adequately reflects the Taxes required
to be reflected on such Tax Return. For purposes of this Agreement, "Tax" or
"Taxes" shall mean taxes, charges, fees, levies, and other governmental
assessments and impositions of any kind, payable to any federal, state, local
or foreign governmental entity or taxing authority or agency, including,
without limitation, (a) income, franchise, profits, gross receipts, estimated,
ad valorem, value added, sales, use, service, real or personal property,
capital stock, license, payroll, withholding, disability, employment, social
security, workers compensation, unemployment compensation, utility, severance,
production, excise, stamp, occupation, premiums, windfall profits, transfer
and gains taxes, (b) custom duties, imposts, charges, levies or other similar
assessments of any kind, and (c) interest, penalties and additions to tax
imposed with respect thereto, and "Tax Returns" shall mean returns, reports,
and information statements with respect to Taxes required to be filed with the
United States Internal Revenue Service (the "IRS") or any other governmental
entity or taxing authority or agency, domestic or foreign, including, without
limitation, consolidated, combined and unitary tax returns. Neither the IRS
nor any other governmental entity or taxing authority or agency is now
asserting, either through audits, administrative proceedings, court
proceedings or otherwise, or, to the best of Commerce's knowledge, threatening
to assert against Commerce or Sub any deficiency or claim for additional
Taxes. Neither Commerce nor Sub has granted any waiver of any statute of
limitations with respect to, or any extension of a period for the assessment
of, any Tax. There are no tax liens on any assets of Commerce or Sub. Neither
Commerce nor Sub has received a ruling or entered into an agreement with the
IRS or any other governmental entity or taxing authority or agency that would
have a Material Adverse Effect (as defined below) on Commerce or Sub, taken as
a whole, after the Effective Time. For purposes of this Agreement, "Material
Adverse Effect" with respect to

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Commerce or Sub means an effect that: (1) is materially adverse to the
business, financial condition, results of operations or prospects of Commerce
or Sub taken as a whole; (2) significantly and adversely affects the ability
of Commerce or Sub to consummate the transactions contemplated by this
Agreement by the Closing Date or to perform their material obligations under
this Agreement; or (3) enables any persons to prevent the consummation by the
Closing Date of the transactions contemplated by this Agreement. The accruals
and reserves for taxes reflected in Commerce's Balance Sheet are adequate to
cover all Taxes accruable by Commerce and its subsidiaries on a consolidated
basis through the date thereof (including Taxes being contested) in accordance
with generally accepted accounting principles.

3.13 Defaults. Neither Commerce nor any of its subsidiaries is in material
breach or material default under any agreement or commitment to which Commerce
or any of its subsidiaries is a party, or under any loan agreement, note,
security agreement, guarantee or other document pursuant to or in connection
with Commerce's or any of its subsidiaries' extension of credit; and, to their
knowledge, there has not occurred any event which, after the giving of notice,
the lapse of time or otherwise, would constitute any such default under, or
result in any such breach of, any such agreement, commitment or extension of
credit.

3.14 Information Supplied. None of the information supplied or to be
supplied by Commerce and Sub for inclusion or incorporation by reference in
(a) the Registration Statement (as defined in Section 10.1) will, at the time
the Registration Statement is filed with the Securities and Exchange
Commission (the "SEC") and at the time it becomes effective under the
Securities Act, contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein not misleading and (b) the Proxy Statement (as defined in
Section 10.1) will, at the date of mailing to stockholders and at the times of
the meetings of stockholders to be held in connection with the Merger, contain
any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading, other than information supplied by Company.

3.15 Absence of Adverse Agreements. Neither Commerce nor Sub is not a party
to any agreement or instrument or any judgment, order or decree or any rule or
regulation of any court or other governmental agency or authority which
materially and adversely affects or in the future may have a Material Adverse
Effect on the financial condition, results or operations, assets, business or
prospects of Commerce or Sub, taken as a whole.

3.16 Broker's Fees. Neither Commerce nor Sub nor any of their respective
officers or directors has employed any broker or finder or incurred any
liability for any broker's fees, commissions or finder's fees in connection
with any of the transactions contemplated by this Agreement.

ARTICLE IV

Representations and Warranties of Company

Except as set forth on the Company Disclosure Schedule attached hereto,
Company hereby represents and warrants to each of Commerce and Sub as follows:

4.1 Organization and Good Standing.

(a) Company is a corporation duly organized, validly existing and in good
standing under the laws of the State of Kansas with the corporate power and
authority to own its properties and conduct its business as it is now being
conducted and is duly registered as a bank holding company under the Bank
Company Act of 1956, as amended. The conduct of Company's business and the
ownership of its properties do not require Company to qualify as a foreign
corporation in any jurisdiction except where the failure to be so qualified
individually or in the aggregate would not materially and adversely affect the
business, operations, properties or financial condition of Company and its
subsidiary.

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(b) Company has one subsidiary, The Shawnee State Bank ("Bank"), which is a
state banking association duly organized, validly existing and in good
standing under the laws of Kansas with the corporate power and authority to
carry on its business as it is now being conducted. Bank is duly qualified to
do business in each jurisdiction in which it owns or leases real property or
in which the conduct of its business requires such qualification except where
the failure to be so qualified individually or in the aggregate would not
materially and adversely affect the business, operations, properties or
financial condition of Company and Bank.

4.2 Authority. Company has all requisite corporate power and authority to
enter into this Agreement, and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement, and the consummation of
the transactions contemplated hereby have been duly authorized by all
necessary corporate action on the part of Company. This Agreement has been
duly executed and delivered by Company, and assuming due execution and
delivery by Commerce, constitutes a valid and binding obligation of Company,
enforceable in accordance with its terms subject to applicable
conservatorship, receivership, bankruptcy, insolvency and similar laws
affecting creditors' rights and remedies generally, and subject, as to
enforceability, to general principles of equity (including without limitation
specific performance), whether applied in a court of law or a court of equity.

4.3 Shareholder Approval. The Board of Directors of Company has directed or
will direct, that this Agreement and the transactions contemplated hereby be
submitted to the Company's shareholders for approval at a meeting of such
shareholders and, except for adoption of this Agreement by the requisite vote
of the Company's shareholders, no other shareholder action is necessary to
approve this Agreement and to consummate the transactions contemplated hereby.
The Board of Directors will recommend that the shareholders approve the
transactions contemplated hereby subject to its fiduciary duties. No approval
of a number of outstanding shares of Company or Bank greater than that
required by the relevant statutory provisions is required for approval of this
Agreement and the consummation of the transactions contemplated hereby.

4.4 No Violations. Subject to approval by the appropriate regulatory
agencies, the execution, delivery and performance of this Agreement by Company
do not, and the consummation of the transactions contemplated hereby will not,
constitute (i) a breach or violation of, or a default under, any law, rule or
regulation or any judgment, decree, order, governmental permit or license, or
agreement, indenture or instrument of Company or Bank or to which Company or
Bank (or any of their respective properties) is subject, (ii) a breach or
violation of, or a default under, the articles of incorporation, charter or
bylaws of Company or Bank or (iii) a breach or violation of, or a default
under (or an event which with due notice or lapse of time or both would
constitute a default under), or result in the termination of, accelerate the
performance required by, or result in the termination of, accelerate the
performance required by, or result in the creation of any lien, pledge,
security interest, charge or other encumbrance upon any of the properties or
assets of Company or Bank under any of the terms, conditions or provisions of
any note, bond, indenture, deed of trust, loan agreement or other agreement,
instrument or obligation to which the Company or Bank is a party, or to which
any of their respective properties or assets may be bound or affected.

4.5 Consents. Except as disclosed herein, no filing or registration with, or
authorization, consent or approval of, any public body or authority is
necessary for the consummation by Company of the Merger or the other
transactions contemplated by this Agreement.

4.6 Capitalization. Company has authorized capital stock consisting of
60,000 shares of common stock, par value $1.00 per share, of which 44,924
shares are issued and outstanding and 40,000 shares of Preferred Stock, $55
par value per share, of which 20,941 shares are issued and outstanding. All of
the issued and outstanding shares of Company Common Stock and Preferred Stock
are validly issued, fully paid and non-assessable. There are no outstanding
warrants, options,

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subscriptions, contracts, rights or other agreements or commitments obligating
Company to issue or sell any additional shares of Company Common Stock and
Preferred Stock nor are there outstanding any securities, debts, obligations
or rights which are convertible into or exchangeable for shares of Company
Common Stock or Preferred Stock. The authorized capital stock of Bank consists
of 200,000 shares of common stock, $10.00 par value per share, ("Bank Stock")
of which 100,000 shares have been duly and validly issued, are fully paid, and
of which 83,395 shares of such Bank Stock are owned directly by Company free
and clear of all liens, encumbrances, equities or claims, and 450 of such Bank
Stock are owned by directors of Bank which will be acquired by Company, on or
prior to the Closing Date, so that on the Closing Date Company will own
directly 83,845 shares of such Bank Stock free and clear of all liens,
encumbrances, equities or claims. There are no outstanding warrants, options,
subscriptions, contracts, rights or other arrangements or commitments
obligating Company or Bank to issue or sell any additional shares of Bank's
capital stock nor are there outstanding any securities, debts, obligations or
rights which are convertible into or exchangeable for shares of capital stock
or any other equity security of Bank.

4.7 Government Regulation. Company and Bank hold all material licenses,
certificates, permits, franchises and rights from all appropriate federal,
state or other public authorities necessary for the lawful conduct of their
respective businesses and ownership of their respective properties. Company
and Bank have substantially complied with all material federal, state and
local statutes, regulations, ordinances or rules applicable to the ownership
of their respective properties or the conduct of their respective businesses.

4.8 Financial Statements. The consolidated balance sheets of Company as of
December 31, 1995 and December 31, 1994, the consolidated statements of
earnings for the years ended December 31, 1995 and December 31, 1994, and all
related schedules and notes to the foregoing, all of which have been delivered
or made available to Commerce, have been certified by KPMG Peat Marwick LLP,
independent certified public accountants ("Company Financial Statements"). All
of the foregoing financial statements have been prepared in accordance with
generally accepted accounting principles and practices which were applied on a
consistent basis, are correct and complete and fairly and accurately present
the financial position, results of operation and changes of financial position
of Company as of their respective dates and for the periods indicated. Company
has no material liabilities or obligations of a type which would be included
in a balance sheet prepared in accordance with generally accepted accounting
principles whether related to tax or non-tax matters, accrued or contingent,
due or not yet due, liquidated or unliquidated, or otherwise, except as and to
the extent disclosed or reflected in the balance sheet of Company as of
December 31, 1995, or incurred since December 31, 1995, in the ordinary course
of business. From December 31, 1995 until the date hereof, there has been no
material adverse change in the financial condition, properties, assets,
liabilities, rights or business of Company or Bank, or in the relationship of
Company or Bank with respect to its employees, creditors, suppliers,
distributors, customers or others with whom it has business relationships.

4.9 Legal Proceedings. There are as of the date hereof no actions, suits,
claims, demands or other proceedings or investigations, either judicial or
administrative, pending or, to the knowledge of Company, threatened against or
affecting the properties, assets, rights or business of Company or Bank or the
right to carry on or conduct their respective businesses, nor are there to the
knowledge of Company any grounds therefor. There are as of the date hereof no
actions, suits, claims, demands or other proceedings or investigations, either
judicial or administrative, pending or, to the knowledge of Company,
threatened which will or could prevent or interfere with the consummation of
the transactions contemplated by this Agreement.

4.10 Title to Assets. Except for securities pledged to secure public funds
deposits or subject to customer repurchase agreements entered into in the
ordinary course of business, and leased property discussed below, Company and
Bank have good and marketable title to and possession of all of their

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respective real and personal properties and assets, in each case free and
clear of any liens, restrictions, encumbrances, rights, title and interests of
others, except for other real estate owned and except as reflected on their
respective financial statements and except for the lien of current taxes,
covenants and restrictions of record, and other minor imperfections of title
not affecting marketability, which liens, covenants, restrictions and
imperfections do not materially affect the value of such property and do not
interfere with the use made of such property by Company and the Bank. The real
and personal properties and assets held under lease by Company and Bank are
held by them under valid, subsisting and enforceable leases with such
exceptions as do not interfere with the use made of such properties and assets
by Company and Bank. No consent is necessary under the terms of any such lease
in connection with the consummation of the transactions contemplated hereby.

4.11 Undisclosed Liabilities. As of the date hereof, Company and Bank have
no debt, liability or obligation (whether accrued, contingent, absolute or
otherwise) known to either of the nature which would customarily be included
in a corporate balance sheet or the notes thereto prepared in accordance with
generally accepted accounting principles that is not reflected or reserved
against in the Company Financial Statements or was not incurred in the
ordinary course of their business.

4.12 Taxes. The Company and Bank have timely filed all Tax Returns required
to be filed by them, and the Company and Bank have timely paid and discharged
all Taxes due in connection with or with respect to the filing of such Tax
Returns and have timely paid all other Taxes as are due, except such as are
being contested in good faith by appropriate proceedings and with respect to
which the Company is maintaining reserves adequate for their payment. To the
best knowledge of the Company, the liability for Taxes set forth on each such
Tax Return adequately reflects the Taxes required to be reflected on such Tax
Return. Neither the IRS nor any other governmental entity or taxing authority
or agency is now asserting, either through audits, administrative proceedings,
court proceedings or otherwise, or, to the best of Company's knowledge,
threatening to assert against Company or Bank any deficiency or claim for
additional Taxes. Neither the Company nor Bank has granted any waiver of any
statute of limitations with respect to, or any extension of a period for the
assessment of, any Tax. There are no tax liens on any assets of the Company or
Bank. Neither the Company nor Bank has received a ruling or entered into an
agreement with the IRS or any other governmental entity or taxing authority or
agency that would have a Material Adverse Effect (as defined below) on the
Company or Bank, taken as a whole, after the Effective Time. For purposes of
this Agreement, "Material Adverse Effect" with respect to the Company or Bank
means an effect that: (1) is materially adverse to the business, financial
condition, results of operations or prospects of the Company or Bank taken as
a whole; (2) significantly and adversely affects the ability of the Company or
Bank to consummate the transactions contemplated by this Agreement by the
Closing Date or to perform their material obligations under this Agreement; or
(3) enables any persons to prevent the consummation by the Closing Date of the
transactions contemplated by this Agreement. The accruals and reserves for
taxes reflected in the Company's Balance Sheet are adequate to cover all Taxes
accruable by the Company and its subsidiaries on a consolidated basis through
the date thereof (including Taxes being contested) in accordance with
generally accepted accounting principles.

4.13 Contracts. Neither Company nor Bank is party to or bound by any:

(a) employment contract or letter or other writing relating to employment;
(b) bonus, deferred compensation, savings, profit sharing, severance pay,
pension or retirement plan or arrangement;
(c) material lease or license with respect to any property, real or
personal, whether Company or Bank is landlord or tenant, licensor or licensee,
involving a liability or obligation of Company or Bank as obligor in excess of
$5,000 on an annual basis or over the life of the lease or license.

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(d) agreement, contract or indenture relating to the borrowing of money by
Company or any subsidiary, excluding deposit obligations, obligations under
certificates of deposit, letters of credit, items in the process of
collection, commitments to loan or discount, endorsements made for collection
and guarantees made in the ordinary course of business;
(e) agreement with any present or former officer, director or shareholder of
Company or Bank; or
(f) other contract, agreement or other commitment which is material to the
business, operations, property, prospects or assets or to the condition,
financial or otherwise, of Company or Bank or which involve a payment by
Company or Bank of more than $5,000 in one year over the life of such
contract, agreement or commitment.

4.14 Regulatory Reports; Examinations. Company and Bank have timely filed
all material reports, registrations and statements, together with any
amendments required to be made with respect thereto, with all governmental or
regulatory authorities, agencies, courts, commissions or other entity
("Governmental Entity") and have paid all fees and assessments due and payable
in connection therewith. Except for normal examinations conducted by a
Governmental Entity in the regular course of the business of Company and Bank,
no Governmental Entity has initiated any proceeding or, to the best knowledge
of Company, investigation into the business or operations of Company or Bank.
There is no unresolved material violation, criticism, or exception by any
Governmental Entity with respect to any report or statement relating to any
examinations of Company or Bank. Company has provided or made available to
Commerce all reports of examination conducted by any Governmental Entity with
respect to Company and/or Bank, and all correspondence between Company and/or
Bank and any Governmental Entity during the preceding ten (10) years.

4.15 Conduct. From December 31, 1995 until the date hereof:

(a) There has been no material adverse change in the financial condition of,
or in the properties, assets, liabilities, rights or business, taken as a
whole, of Company or Bank or in the relationship of Company or Bank with
respect to their employees, creditors, suppliers, distributors, customers or
others with whom they have business relationships.

(b) The business affairs of Company and Bank have been conducted and carried
on only in their ordinary and regular course of business, and Company and Bank
have not incurred or become subject to any liabilities or obligations other
than those incurred in their ordinary course of business, those incurred
pursuant to existing contracts disclosed pursuant to Section 4.14 and those
incurred pursuant to commitments permitted hereby.

(c) Company and Bank have not entered into any employment contract with any
director, officer or salaried employee, paid any or made any accrual or
arrangement for payment of bonuses or special compensation of any kind or any
severance or termination pay to any of their officers, employees or directors,
increased the rate of compensation, if any, or instituted or made any material
increase in any officer's, employee's or director's welfare, retirement or
similar plan or arrangement, other than merit increases made in accordance
with past practices and procedures which have not exceeded the greater of
$3,000 or 5% on an annual basis for any one individual.

4.16 Compliance with ERISA. Neither Company nor Bank has established,
maintained or contributed at anytime during the five-year period ending as of
the Effective Time to any employee benefit plan (as defined in Sections 3(3)
or 3(37) of the Employment Retirement Income Security Act of 1974 ("ERISA"))
or any other plan with respect to which any governmental filings are required,
except for the plans listed on Schedule 4.17 (collectively, the "Plans"). A
true and accurate copy of each of the Plans, any related trust agreements and
each of the amendments thereto has been provided to Commerce together with (i)
all determination letters received in respect of any qualified

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<PAGE>

plans, and (ii) all required reports and supporting schedules filed with any
government agency in respect of the Plans for the three most recent years
ending on or before the Effective Time. To Company's knowledge as sponsor of
the Plans, the Plans and each fiduciary (as defined in Section 3(21) of ERISA)
of the Plans are in compliance in all material respects with all applicable
requirements (including nondiscrimination requirements in effect as of the
Effective Time) of the Internal Revenue Code of 1986 ("Code"), including, but
not limited to, Sections 79, 105, 106, 125, 401, 501, and 4975 of the Code.
For purposes of this Section 4.17, noncompliance with the Code or ERISA is
material if such noncompliance could have a Material Adverse Effect on the
condition of one or more of the Plans or of Company or Bank, either as of the
Effective Time or upon discovery of the noncompliance. To Company's knowledge
as sponsor of the Plans, all required contributions to the Plans through the
Effective Time have been made. To Company's knowledge as sponsor of the Plans,
Company and Bank (each with respect to the Plans), as well as the Plans, have
no material current or threatened liability of any kind to any person,
including but not limited to any government agency, now or as of the Effective
Time, other than for the payment of benefits in the ordinary course.

4.17 Information Supplied. None of the information supplied or to be
supplied by Company for inclusion or incorporation by reference in (i) the
Registration Statement will, at the time the Registration Statement is filed
with the SEC and at the time it becomes effective under the Securities Act,
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and (ii) the Proxy Statement will, at the date of mailing to
stockholders and at the times of the meetings of stockholders to be held in
connection with the Merger, contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under
which they were made, not misleading, other than information supplied by
Commerce or Sub.

4.18 Defaults. Neither Company nor Bank is in material breach or material
default known to either under any agreement or commitment to which the Company
or Bank is a party, or under any loan agreement, note, security agreement,
guarantee or other document pursuant to or in connection with the Company's or
Bank's extension of credit; and to their knowledge there has not occurred any
event which, after the giving of notice, the lapse of time or otherwise, would
constitute any such default under, or result in any such breach of, any such
agreement, commitment or extension of credit.

4.19 Insurance. Complete and correct copies of all material policies of
fire, product or other liability, workers' compensation and other similar
forms of insurance owned or held by Company and Bank have been delivered or
made available to Commerce. Subject to expirations and renewals of insurance
policies in the ordinary course of business, all such policies are in full
force and effect, all premiums with respect thereto covering all periods up to
and including the date as of which this representation is being made have been
paid (other than retrospective premiums which may be payable with respect to
workers' compensation insurance policies), and no notice of cancellation or
termination has been received with respect to any such policy. Such policies
are and shall remain valid, outstanding and enforceable policies, and will not
be terminated prior to the Effective Time. To the best knowledge of Company,
the insurance policies to which Company or Bank are parties are sufficient for
compliance with all material requirements of law and all material agreements
to which Company or Bank are parties and will be maintained by Company and
Bank until the Effective Time. Neither Company nor Bank has been refused any
insurance with respect to any material assets or operations, nor has coverage
been limited in any respect material to their operations by any insurance
carrier to which they have applied for any such insurance or with which they
have carried insurance during the last five (5) years.

4.20 Absence of Adverse Agreements. Neither the Company nor Bank is a party
to any agreement or instrument or any judgment, order or decree or any rule or
regulation of any court or

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other governmental agency or authority which materially and adversely affects
or in the future may have a Material Adverse Effect on the financial
condition, results or operations, assets, business or prospects of the Company
or Bank, taken as a whole.

4.21 Internal Controls and Records. The Company and Bank maintain books of
account which accurately and validly reflect, in all material respects, all
loans, mortgages, collateral and other business transactions and maintain
accounting controls sufficient to ensure that all such transactions are (a) in
all material respects, executed in accordance with its management's general or
specific authorization, and pursuant to Company's and Bank's documented
policies and procedures, and (b) recorded in conformity with generally
accepted accounting principles. Company has furnished to Commerce all of
Company's and Bank's written internal policies and procedures which are
identified on the Company's Disclosure Schedule.

4.22 Loans. (a) Bank is not a party to any written or oral loan agreement,
note or borrowing arrangement which has been classified as "substandard,"
"doubtful," "loss," "other loans especially mentioned" or any comparable
classifications by Company or Bank or banking regulators; (b) neither Company
nor Bank is a party to any written or oral loan agreement, note, or borrowing
arrangement, including any loan guaranty, with any director or executive
officer of Company or Bank, or any person, corporation or enterprise
controlling, controlled by or under common control with any of the foregoing;
(c) to the best knowledge of Company neither Company nor Bank is a party to
any written or oral loan agreement, note or borrowing arrangement in violation
of any law, regulation or rule of any governmental authority.

4.23 Environmental Laws.

(a) Compliance with Environmental and Safety Laws. (i) To the best knowledge
of Company the operations and Properties (as hereinafter defined) of Company
and Bank comply with all applicable past and present federal, state and local
environmental statutes and regulations; (ii) none of the operations of Company
or Bank is subject to any judicial or administrative proceedings alleging the
violation of any federal, state or local environmental health or safety
statute or regulation nor is it the subject of any claim alleging damages to
health or property pursuant to which Company or Bank may be liable; (iii) none
of the operations or Properties of Company or Bank is the subject of any
federal, state or local investigation evaluating whether any remedial action
is needed to respond to a release or threatened release of any hazardous or
toxic waste, substance or constituent, or any other substance from whatever
source (past or present; onsite or offsite) into the environment, nor has
Company or Bank been directed to conduct such investigation, formally or
informally, by any governmental agency, nor has either agreed with any
governmental agency or private person to conduct any such investigation; (iv)
neither Company nor Bank has filed any notice under any federal, state or
local law indicating past or present treatment, storage or disposal of a
hazardous waste or reporting a spill or release of a hazardous or toxic waste,
substance, or constituent, or any other substance into the environment; (v) to
the best knowledge of Company the operations and Properties of Company and
Bank have obtained and currently maintain and comply with, all permits and
compliance plans required to own and operate Properties; (vi) Company and Bank
perform all environmental and safety training required to own and operate the
Properties and maintain proper records of such; (vii) Company and Bank
properly handle and dispose of all regulated and Hazardous Materials (as
herein defined) either onsite or offsite; (viii) neither Company nor Bank has
ever been notified by either a federal, state or local governmental authority,
or a private party that Company or Bank is a potentially responsible party
("PRP") for remedial costs spent addressing the release, or threat of a
release, of a hazardous substance into the environment pursuant to the
Comprehensive Environmental Response, Compensation or Liability Act, 42 U.S.C.
(S)(S)9601, et seq. or any corresponding state law; (ix) neither Company nor
Bank has received a CERCLA (S) 104(e) information request from the U.S.
Environmental Protection Agency ("USEPA") or a corresponding information

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request from any state or local environmental regulator; and (x) to the best
knowledge of Company the Company or Bank operations, and Properties,
procedures and designs conform to the statutory or regulatory requirements of
any Environmental or Safety Law.

(b) Hazardous Materials. As used herein, "Hazardous Materials" shall mean
any flammables, explosives, radioactive materials, hazardous wastes, solid
wastes, friable asbestos, or any material containing asbestos, toxic
substances or related materials, including, without limitation, substances now
or hereafter defined as hazardous substances, hazardous materials pollutants,
contaminants, or toxic substances in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, the Hazardous Materials
Transport Act, the Resource Conservation and Recovery Act, any so-called
"Superfund" or "Superlien" law, the Clean Water Act, as amended, the Safe
Drinking Water Act, as amended, the Toxic Substance Control Act, or any other
applicable federal, state or local law, common law, code, rule, regulation or
ordinance presently in effect. "Hazardous Materials" shall also include
polychlorinated biphenols (PCBs), petroleum and petroleum products (including
crude and fraction thereof), mercury, and lead-based paint.

(c) Environmental Audit. Commerce may obtain at its option and expense on or
prior to 120 days following the date hereof an environmental audit
("Environmental Audit") of all the properties and assets of Company and Bank
classified as other real estate owned or property owned by Company or Bank but
excluding all loans not in default and all collateral for such loans (the
"Properties"). A copy of any report or audit generated shall be provided to
Company at the time such report or audit is received by Commerce. The
consultant who will perform the Environmental Audit shall be selected by
Commerce and shall be reasonably satisfactory to Company. The Environmental
Audit shall conform to the standards for Phase I environmental assessments
issued by the American Society for Testing and Materials ("ASTM"). Should an
environmental condition be discovered in the Phase I process that Commerce
decides, in its discretion, to investigate, then Commerce shall perform, or
have performed an ASTM Phase II environmental assessment to determine whether
Hazardous Materials exist (i) on or under any of the Properties; (ii) on or
under any other property or in any natural resources which originated on,
under or from the Properties either prior to, during or after Company's or
Bank's ownership thereof. The Environmental Audit must be performed to the
reasonable satisfaction of Commerce.

In the event either Environmental Audit disclose the existence of any
liability ("Environmental Liability") (either absolute or potential) for
damages, penalties, fines, charges, interest, judgments, remedial action,
public or private, arising directly or indirectly in whole or in part out of
(w) noncompliance with any Environmental Law, (x) the presence of Hazardous
Materials on, under or from the Properties, or (y) any activity carried on or
undertaken on or off the Properties either prior to or after the date hereof
whether by Company, Bank or any predecessor in title to any of the Properties
or any employees, agents, affiliates, contractors or subcontractors of
Company, Bank or of any such predecessors in title, or any third person in
connection with the use, handling, treatment, removal, storage,
decontamination, clean-up, transport or disposal of any Hazardous Materials at
any time located or present on, under or from the Properties, which liability
exists against Company or Bank or affects in any way the Properties or
Company's or Bank's rights or business or the right to carry on or conduct
their respective businesses, Commerce shall notify Company of such
Environmental Liability. If Company does not choose to remediate the condition
leading to such Environmental Liability and to otherwise fully protect
Commerce from such Environmental Liability on terms and conditions and at a
cost acceptable to Commerce within thirty (30) days after receipt by Company
of a copy of any report or audit as provided, Commerce shall have the right to
terminate this Agreement under Article IX hereof, thereby relieving Company,
Commerce and Sub of all their obligations hereunder, including the obligation
to cause or engage in the Merger.

4.24 Broker's Fees. Neither Company nor Bank nor any of their respective
officers or directors has employed any broker or finder or incurred any
liability for any broker's fees, commissions or finder's fees in connection
with any of the transactions contemplated by this Agreement.

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4.25 Labor Matters. (a) To the best knowledge of Company, Company and Bank
are in compliance with all applicable laws respecting employment and
employment practices, terms and conditions of employment and wages and hours,
and are not engaged in any unfair labor practice; (b) there is no unfair labor
practice complaint against Company or Bank pending before the National Labor
Relations Board; (c) there is no labor strike, dispute, slowdown,
representation campaign or work stoppage actually pending or threatened
against or affecting Company or Bank; (d) no grievance or arbitration
proceeding arising out of or under collective bargaining agreements is pending
and no claim therefor has been asserted against Company or Bank; and (e)
neither Company nor Bank is experiencing any material work stoppage.

4.26 Full Disclosure. No statement contained in any document, certificate,
or other writing furnished or to be furnished by or at the direction of
Company to Commerce in, or pursuant to the provisions of, this Agreement
contains or shall contain any untrue statement of a material fact or omits or
shall omit to state any material fact necessary, in light of the circumstances
under which it was made, in order to make the statements herein or therein not
misleading.

ARTICLE V

Covenants of Company

5.1 Affirmative Covenants of the Company. Unless the prior written consent
of Commerce shall have been obtained, and which consent will be given or
denied within 5 business days of receipt of written request for such consent,
and except as otherwise expressly contemplated herein, the Company shall and
shall cause Bank to (i) operate its business only in the usual, regular, and
ordinary course, (ii) preserve intact its business organization and assets and
maintain its rights and franchises; and (iii) take no action which would (a)
materially adversely affect the ability of any party to obtain any consents
required for the transactions contemplated hereby without imposition of a
condition or restriction which would prevent the transactions contemplated
hereby, including the Merger, from qualifying as a reorganization within the
meaning of Section 368(a) of the Code, or (b) materially adversely affect the
ability of any party to perform its covenants and agreements under this
Agreement.

5.2 Negative Covenants of the Company. Except as specifically permitted by
this Agreement, from the date of this Agreement until the earlier of the
Effective Time or the termination of this Agreement, the Company covenants and
agrees that it will not do or agree to commit to do, or permit Bank to do or
agree to commit to do, any of the following without the prior written consent
of Commerce, which consent shall not be unreasonably withheld and which
consent will be given or denied within 5 business days of receipt of written
request for such consent:

(a) make any single loan (or series of loans to the same or related entities
or persons) or any commitment (guidance lines) loan (or series of commitments
to the same or related entities or persons) which would be graded "OAEM" under
Commerce's rating system or in an amount greater than $250,000 other than
renewals of existing loans or commitments to loan;

(b) purchase or invest in any securities, other than U.S. government
obligations or other securities backed by the full faith and credit of the
United States having a maturity of not more than three years from the date of
purchase;

(c) amend or adopt any employee benefit plan, and will not grant any
increase in the rates of pay of their employees or any increase in the
compensation payable or to become payable, if any, to any director, officer,
employee or agent thereof, or contribute to any pension plan or otherwise
increase in any amount the benefits or compensation of any such directors,
officers or employees of Company or Bank under any pension plan or other
contract or commitment, except that Company and Bank may pay bonuses not to
exceed $45,000 in the aggregate per full calendar month until the Closing Date
to be distributed in accordance with past practices and procedures and except
for merit increases in accordance with past practices;

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(d) make any capital expenditure or enter into any material contract or
commitment (except loan commitments as permitted in Subparagraph (a) of this
Section 5.2.) involving an obligation or commitment in excess of $5,000 or
engage in any transaction not in their usual and ordinary course of business
and consistent with past practices;

(e) declare or pay any dividend or make any other distribution in respect of
any capital stock of Company or Bank, split, combine or reclassify any shares
of its capital stock or, directly or indirectly, redeem, purchase or otherwise
acquire any share of the capital stock of the Company or Bank except that Bank
may pay a dividend for calendar year 1996 in the amount of not more than
$800,000 on or about January 1, 1997 (and Company's share of such dividend may
be paid to its shareholders) and Bank may pay a dividend not to exceed
$200,000 in each calendar quarter, or portion thereof, in 1997 prior to the
Closing Date (and Company's share of such dividend may be paid to its
shareholders);

(f) amend the Articles of Incorporation of Company or the Articles of
Association or By-Laws of Bank or make any change in the authorized, issued or
outstanding capital stock of Company or Bank;

(g) acquire or purchase any assets of or make any investment in any
financial institution other than the purchase of loans or participations
therein in the ordinary course of business, but subject to Section 5.2(a);

(h) enter into any new line of business;

(i) acquire or agree to acquire, by merging or consolidating with, or by
purchasing a substantial equity interest in or a substantial portion of the
assets of, or by any other manner, any business or any corporation,
partnership, association or other business organization or division thereof or
otherwise acquire any assets, which would be material, individually or in the
aggregate, to Company, other than in connection with foreclosures, settlements
in lieu of foreclosure or troubled loan or debt restructuring in the ordinary
course of business consistent with prudent banking practices;

(j) take any action that is intended or may reasonably be expected to result
in any of its representations and warranties set forth in this Agreement being
or becoming untrue in any material respect, or in any of the conditions to the
Merger set forth in Article VII not being satisfied, or in a violation of any
provision of this Agreement except, in every case, as may be required by
applicable law;

(k) change its methods of accounting except as required by changes in
generally accepted accounting principles ("GAAP") or regulatory accounting
principles as concurred to by the Company's independent auditors;

(l) other than activities in the ordinary course of business consistent with
prior practice, sell, lease, encumber, assign or otherwise dispose of, any of
its material assets, properties or other rights of agreements;

(m) file any application to relocate or terminate the operations of any
banking office;

(n) make any equity investment or commitment to make such an investment in
real estate or in any real estate development project, other than in
connection with foreclosures, settlements in lieu of foreclosure or troubled
loan or debt restructuring in the ordinary course of business consistent with
prudent banking practices;

(o) create, renew, amend or terminate or give notice of a proposed renewal,
amendment or termination of, any material contract, agreement or lease for
goods, services or office space to which the Company or Bank is a party or by
which the Company or Bank or their respective properties is bound; or

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(p) make any new loan or new extension of credit, or commit to make any such
loan or extension of credit, to any director or officer of the Company or Bank
without giving Commerce five days' notice in advance of the Company's or
Bank's approval of such loan or extension of credit or commitment relating
thereto.

5.3 Inspection. Between the date hereof and the Closing Date and upon
reasonable notice, and with prior consent of either Ronald H. Pflumm or
Nicholas Pflumm, Commerce and its authorized representatives shall be
permitted full access during all business hours to all properties, books,
records, contracts and documents of Company and Bank. The Company shall
furnish to Commerce and its authorized representative all information with
respect to the affairs of Company and Bank as Commerce may reasonably request.

5.4 Financial Statements and Call Reports. From and after to date thereof,
Company shall deliver to Commerce monthly reports of condition and income
statements of Company and Bank and shall deliver to Commerce copies of the
call reports for Bank as filed with any regulatory agency promptly after such
filing.

5.5 Right to Attend Meetings. Subject to the Confidentiality Agreement and
Nondisclosure Agreement dated as of December 3, 1996 between Company and
Commerce, Company and Bank shall allow a representative of Commerce to attend
as an observer all meetings of the Board of Directors of Company and Bank and
all meetings of the committees of each such board, including, without
limitation, the audit and executive committees thereof and any other meetings
of Company or Bank officials at which policy is being made. Company and Bank
shall give reasonable notice to Commerce of any such meeting and, if known,
the agenda for or business to be discussed at such meeting. Company and Bank
shall provide to Commerce all information provided to the directors on all
such boards and committees in connection with all such meetings or otherwise
provided to the directors and shall provide any other financial reports or
other analyses prepared for senior management of Company or Bank.

5.6 Data Processing. Company shall cooperate with Commerce in taking those
planning actions necessary to be in a position to convert its data processing
procedures and formats to procedures and formats used by Commerce as of the
Effective Time. Commerce shall provide such assistance and consultation as
Company may reasonably require in such planning process.

5.7 No Solicitation. Neither Company nor Bank nor any affiliates or
associates of Company or Bank acting for or on behalf or Company or Bank
shall, directly or indirectly, make, encourage, facilitate, solicit, assist or
initiate any inquiry or proposal, or participate in any negotiations with, or,
subject to the provisos to this sentence, provide any information to, any
corporation, partnership, agent, attorney, financial adviser, person, or other
entity or group (other than (a) Commerce, Sub, an affiliate or associate of
Commerce or Sub or an officer, employee or other authorized representative of
Commerce, Sub or such affiliate or associate or (b) the Company's counsel,
accountants and financial adviser solely for use in connection with the
transactions contemplated hereby) relating to any (i) liquidation,
dissolution, recapitalization, merger or consolidation of the Company or Bank,
(ii) outside the ordinary course of business, sale of a significant amount of
assets of the Company or Bank, (iii) purchase or sale of shares of capital
stock of the Company or Bank (except for any exchange of Bank stock for
Company Common Stock by the holders thereof, other than Company), or (iv) any
similar transactions involving Company or Bank, other than the transactions
contemplated by this Agreement; provided, however, that the Company may
provide information at the request of a third party if the Board of Directors
of the Company determines, in good faith, that the exercise of its fiduciary
duties to the Company's shareholders under applicable law, as advised in
writing by outside counsel reasonably acceptable to Commerce and Sub, requires
it to take such action, and, provided further, that Company may not, in any
event, provide to such third party any information which it has not provided
to Commerce and Sub. Company shall immediately cease and cause to be
terminated any and all such

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contacts and negotiations with respect to any such transaction. Company shall
immediately inform Commerce and Sub of any inquiry, proposal or request for
information (including the terms thereof and the person making such inquiry)
which it may receive in respect of such a transaction.

5.8 Regulatory Approvals. Subject to the terms and conditions of this
Agreement, Company agrees to use its reasonable best efforts to cooperate with
Commerce in Commerce's efforts to secure as expeditiously as practicable all
the necessary approvals, regulatory or otherwise, needed to consummate the
transactions contemplated herein.

5.9 Information. Company shall provide such information and answer such
inquiries as Commerce may reasonably request or make concerning the subject
matter of the representations and warranties of Company herein.

5.10 Tax-Free Reorganization Treatment. Company shall not intentionally take
or cause to be taken any action, whether before or after the Effective Time,
which would disqualify the Merger or the Exchange as a tax-free
"reorganization" within the meaning of Section 368(a) of the Code.

ARTICLE VI

Covenants of Commerce and Sub

6.1 Regulatory Approvals. Subject to the terms and conditions of this
Agreement, Commerce and Sub agree to use their reasonable best efforts to
secure as expeditiously as practicable all the necessary approvals, regulatory
or otherwise, needed to consummate the transactions contemplated herein and
agree to file applications relating to such approvals within sixty (60) days
from the date hereof. Commerce and Sub shall provide to Company's counsel a
copy of all applications for such approvals and shall keep such counsel or the
Company advised of the status of the regulatory review process.

6.2 Information. Commerce and Sub shall provide such information and answer
such inquiries as the Company may reasonably request or make concerning the
subject matter of the representations and warranties of Commerce and Sub
herein.

6.3 Tax-Free Reorganization Treatment. Neither Commerce nor Sub shall
intentionally take or cause to be taken any action, whether before or after
the Effective Time, which would disqualify the Merger or the Exchange as a
tax-free "reorganization" within the meaning of Section 368(a) of the Code.

6.4 Employee Benefits. Employees of Company or Bank shall be eligible to
participate in all Commerce employee welfare benefit plans in accordance with
their terms, and for such purpose all service of such employees with the
Company and Bank shall be counted as service with Commerce.

ARTICLE VII

Conditions Precedent to Commerce's Obligations

The obligations of Commerce and Sub to consummate the transactions hereunder
shall be subject to the satisfaction on or before the Closing Date of all of
the following conditions, except such conditions as Commerce or Sub may waive
in writing:

7.1 Representations, Warranties and Covenants. All representations and
warranties of Company contained in this Agreement shall be true and correct in
all material respects on and as of the Closing Date, except for changes
permitted by or contemplated by this Agreement and except to the extent that
any such representation or warranty is made solely as of a specified date.
Company

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shall have performed all agreements and covenants in all material respects
required by this Agreement to be performed on or prior to the Closing Date and
Commerce shall have received a certificate signed by the Chief Executive
Officer of Company, dated the Closing Date, to the foregoing effect.

7.2 Material Actions, Debts or Defaults. On the Closing Date, there shall
not be: (i) except as set forth on the Company Disclosure Schedule, any
actions, suits, claims, demands or other proceedings or investigations, either
judicial or administration, pending or, to the knowledge of Company or Bank,
threatened against or affecting the properties, assets, rights or business of
Company or Bank or the right to carry on or conduct their respective
businesses; (ii) any debt, liability or obligation of Company or Bank (whether
accrued, contingent, absolute or otherwise) required to be reflected in a
corporate balance sheet or the notes thereto that is not reflected or reserved
against in their respective financial statements or was not incurred in
ordinary course of their respective businesses; or (iii) any material breach
or material default of Company or Bank under any agreement or commitment to
which either is a party, or under any loan agreement, note, security
agreement, guarantee or other document pursuant to or in connection with the
Company's or Bank's extension of credit.

7.3 Adverse Changes. There will have been no material adverse change in the
financial condition of, or in the properties, assets, liabilities, rights or
business, taken as a whole, of Company or Bank, and taking into account for
this purpose the proceeds of any applicable insurance.

7.4 Regulatory Authority Approval. Orders, consents and approvals in form
and substance reasonably satisfactory to Commerce shall have been entered by
or obtained from the appropriate regulatory authorities authorizing
consummation of the transactions contemplated hereby pursuant to the
provisions of the Bank Holding Company Act and any other applicable federal or
state banking regulatory statute or rule and no such order, consent or
approval shall be conditioned or restricted in any manner which in the
reasonable judgment of Commerce and Company would materially adversely affect
the operations of or be unduly burdensome to Commerce. In addition, all
required regulatory approvals to permit the acquisition of the Bank Business
shall have been received and any applicable waiting periods shall have been
expired.

7.5 Litigation. At the Closing Date, there shall not be pending or
threatened litigation in any court or any proceeding by any governmental
commission, board or agency which Commerce reasonably believes could
reasonably result in restraining, enjoining or prohibiting the consummation of
this Agreement.

7.6 Financial Measures. On the Closing Date, the tangible net worth of Bank
shall be not less than $23 million and the loan loss reserve of Bank shall be
at least $2.25 million, all as determined on the basis of the financial
statements of Company and Bank as prepared in accordance with applicable bank
holding company and bank regulatory instructions.

7.7 Approval by Shareholders. The shareholders of Company and Bank shall
have duly approved and adopted this Agreement and the other transactions
contemplated hereby to the extent required by applicable requirements of law
and the Articles of Incorporation and By-Laws of Company and Bank.

7.8 Tax Representations. Each shareholder of Company and Bank owning more
than 10% of the outstanding Company Common Stock or Bank Stock shall have made
those representations reasonably requested by counsel and necessary to enable
them to render the opinion described in Section 7.11 hereof.

7.9 Affiliate Agreements. Each person who is an "affiliate" (for purposes of
Rule 145 under the Securities Act and for pooling-of-interests accounting
treatment) of the Company and Bank at the time this Agreement is submitted to
approval of the stockholders of the Company and Bank shall deliver to Commerce
a letter in substantially the form set forth in Exhibit 7.9.

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7.10 [Omitted]

7.11 Federal Tax Opinion. Commerce shall have received an opinion of
Blackwell Sanders Matheny Weary & Lombardi L.C., counsel to Commerce
("Commerce's Counsel"), in form and substance reasonably satisfactory to
Commerce, dated the Closing Date, the Merger and the Bank Transfer each will
be treated as a reorganization within the meaning of Section 368(a) of the
Code.

7.12 Opinion of Counsel. Commerce shall have received an opinion of Stinson,
Mag & Fizzell, P.C. dated the Closing Date in form and substance reasonably
satisfactory to Commerce covering the matters set out in Exhibit 7.12 hereto.

7.13 Voting Agreement. Concurrently with the execution and delivery of this
Agreement, certain shareholders of Company shall have executed and delivered a
Voting Agreement whereby they agree to vote shares of Company owned by them in
favor of the Merger.

ARTICLE VIII

Conditions Precedent to Obligation of Company and Bank

The obligations of Company and Bank to consummate the transactions
contemplated hereunder shall be subject to satisfaction on or before the
Closing Date of all of the following conditions, except such conditions as
Company and Bank may waive in writing:

8.1 Representations, Warranties and Covenants. All representations and
warranties of Commerce contained in this Agreement shall be true in all
material respects on and as of the Closing Date, except to the extent that any
such representation or warranty is made solely as of a specified date, and
Commerce shall have performed all agreements and covenants in all material
respects required by this Agreement to be performed on or prior to the Closing
Date.

8.2 Regulatory Authority Approval. Orders, consents and approvals in form
and substance reasonably satisfactory to Company shall have been entered by or
obtained from the appropriate regulatory authorities authorizing consummation
of the transactions contemplated by this Agreement pursuant to the provisions
of the Bank Holding Company Act and any other applicable federal or state
banking regulatory statute or rule.

8.3 Litigation. There shall not be pending or threatened litigation in any
court or any proceeding by any governmental commission, board or agency which
Company believes could reasonably result in restraining, enjoining or
prohibiting the consummation of the transactions contemplated by this
Agreement.

8.4 Approval by Shareholders. The shareholders of Company and Bank shall
have duly approved and adopted this Agreement and the transactions
contemplated hereby to the extent required by applicable requirements of law
and the Articles of Incorporation and By-Laws of the Company and Bank.

8.5 Federal Tax Opinion. The Company and Bank shall have received, at
Commerce's expense, an opinion of Commerce's Counsel, addressed to the Company
and Bank and their respective shareholders and in form and substance
reasonably satisfactory to the Company and Bank, dated the Closing Date, to
the effect that the Merger will be a tax-free reorganization under Section
368(a)(1)(A) and 368(a)(2)(D) of the Code and the Bank Transfer will be a tax-
free reorganization under Section 368(a)(1)(C) of the Code and no gain or loss
will be recognized by the shareholders of the Company or the Bank to the
extent they receive Commerce Common Stock solely in exchange for shares of
Company Common Stock, Preferred Stock or Bank Stock, as the case may be.

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8.6 Adverse Changes. From the date of this Agreement to the Closing Date,
there will have been no material adverse change in the financial condition,
properties, assets, liabilities, rights, business or prospects of Commerce.

8.7 Opinion of Counsel. Company shall have received an opinion of Commerce's
Counsel in form and substance reasonably satisfactory to Company, covering the
matter set out in Exhibit 8.7 hereto.

ARTICLE IX

Termination of Agreement

9.1 Basis for Termination. This Agreement and the transactions contemplated
hereby may be terminated at any time prior to the Closing Date: (a) by mutual
consent in writing of the parties hereto; (b) by Commerce upon written notice
to Company if any regulatory approval of the transactions contemplated under
the terms of this Agreement shall be denied or if any such regulatory approval
shall be conditioned or restricted in any manner which in the reasonable
judgment of Commerce would materially adversely affect the operations of or
would be unduly burdensome to Commerce; (c) by Commerce or Company if the
other party has materially breached this Agreement and has not cured such
breach within the earlier of (i) 30 days after the non-breaching party shall
have given notice to the breaching party of the existence of such breach or
(ii) the Closing Date; (d) by Commerce or Company upon written notice to the
other of any other condition imposed for the benefit of such party that shall
not have been satisfied or waived prior to the Closing Date; or (e) by either
Commerce or Company if the Closing Date shall not have occurred by July 31,
1997; provided that the terminating party is not then in material breach of
this Agreement and provided further that such delay has not been caused by
regulatory action or inaction, whether by banking authorities, the Securities
and Exchange Commission, or otherwise, beyond the control of either party. As
used in this Section 9.1, actions contemplated as being taken by Commerce or
the Company must be taken by their respective Board of Directors or the
Executive Committee of such Board.

9.2 Effect of Termination. In the event of termination of this Agreement for
any reason set forth in Section 9.1, other than a breach thereof, no party
hereto shall have any liability to the other of any nature whatsoever,
including any liability for loss, damages or expenses suffered or claimed to
be suffered by reason thereof.

9.3 Amendment. This Agreement may be amended by the parties hereto, by
action taken or authorized by their respective Boards of Directors, at any
time before or after approval of the matters presented in connection with the
merger by the stockholders of Company or Sub, but, after any such approval, no
amendment shall be made which by law requires further approval by such
stockholders without such further approval. This Agreement may not be amended
except by an instrument in writing signed on behalf of each of the parties
hereto.

9.4 Extension; Waiver. At any time prior to the Effective Time, the parties
hereto, by action taken or authorized by their respective Board of Directors,
may, to the extent legally allowed, (a) extend the time for the performance of
any of the obligations or other acts of the other parties hereto, (b) waive
any inaccuracies in the representations and warranties contained herein or in
any document delivered pursuant hereto and (c) waive compliance with any of
the agreements or conditions contained herein. Any agreement on the part of a
party hereto to any such extension or waiver shall be valid only if set forth
in a written instrument signed on behalf of such party.

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ARTICLE X

Securities Laws Matters

10.1 Registration Statement and Proxy Statement. Commerce shall as soon as
practicable prepare and file a registration statement on Form S-4 to be filed
with the SEC pursuant to the Securities Act for the purpose of registering the
shares of Commerce Common Stock to be issued in the Merger and the Bank
Transfer (the "Registration Statement"). Company, Bank, Commerce and Sub shall
each provide promptly to the other such information concerning their
respective businesses, financial conditions, and affairs as may be required or
appropriate for inclusion in the Registration Statement or the proxy statement
to be used in connection with the special stockholders' meetings of Company
and to be called for the purpose of considering and voting on the Merger and
the Bank Transfer, respectively (the "Proxy Statement"). Company, Bank,
Commerce and Sub shall each cause their counsel and auditors to cooperate with
the other's counsel and auditors in the preparation and filing of the
Registration Statement and the Proxy Statement. Commerce shall not include in
the Registration Statement any information concerning or Bank Company to which
Company or Bank shall reasonably and timely object in writing. Commerce, Sub,
Company, and Bank shall use their reasonable best efforts to have the
Registration Statement declared effective under the Securities Act as soon as
may be practicable and thereafter Company and Bank shall distribute the Proxy
Statement to their respective stockholders in accordance with applicable laws
not fewer than 20 business days prior to the date on which this Agreement is
to be submitted to their respective stockholders for voting thereon. If
necessary, in light of developments occurring subsequent to the distribution
of the Proxy Statement, Company and Bank shall mail or otherwise furnish to
their respective shareholders such amendments to the Proxy Statement or
supplements to the Proxy Statement as may, in the reasonable opinion of
Commerce, Sub, Bank or Company, be necessary so that the Proxy Statement, as
so amended or supplemented, will contain no untrue statement of any material
fact and will not omit to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or as may be
necessary to comply with applicable law. Commerce and Sub shall not be
required to maintain the effectiveness of the Registration Statement after
delivery of the Commerce Common Stock issued pursuant hereto for the purpose
of resale of Commerce Common Stock by any person. For a period of at least
three years from the Effective Time, Commerce shall make available "adequate
current public information" within the meaning of and as required by paragraph
(c) of Rule 144 adopted pursuant to the Securities Act.

10.2 State Securities Laws. The parties hereto shall cooperate in making any
filings required under the securities laws of any state in order either to
qualify or register the Commerce Common Stock so it may be offered and sold
lawfully in such state in connection with the Merger and the Bank Transfer or
to obtain an exemption from such qualification or registration.

10.3 Publication of Combined Financial Results. Commerce will file with the
Securities and Exchange Commission a Periodic Report on Form 8-K containing
financial statements which include no less than 30 days of combined operations
of Commerce and Company, ended on a normal closing date, as soon as
practicable after the Effective Time unless the first 30 day period of
combined operations is reflected in and ends on the normal closing date of an
annual report on Form 10-K or quarterly report on Form 10-Q.

ARTICLE XI

Miscellaneous

11.1 [omitted].

11.2 Parties in Interest. This Agreement and the rights hereunder are not
assignable unless such assignment is consented to in writing by all parties
hereto. Except as otherwise expressly provided herein, all of the terms and
provisions of this Agreement shall be binding upon, shall inure to the benefit
of and shall be enforceable by the respective heirs, beneficiaries, personal
and legal representatives, successors and permitted assigns of the parties
hereto.

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11.3 Entire Agreement, Amendments, Waiver. This Agreement contains the
entire understanding of Commerce, Sub and Company with respect to the Merger
and supersedes all prior agreements and understandings, whether written or
oral, between them with respect to the Merger contemplated herein except for
the provisions of the Confidentiality Agreement and Nondisclosure Agreement
dated as of December 3, 1996 between Commerce and Company which shall remain
in force pursuant to its terms. This Agreement may be amended only by a
written instrument duly executed by the parties or their respective successors
or permitted assigns. Any condition to a party's obligation hereunder may be
waived by such party in writing.

11.4 Notices. All notices, requests, demands or other communications
hereunder shall be in writing and shall be deemed to have been duly given when
personally delivered or transmitted by telefacsimile with a copy thereof
transmitted by a nationally recognized overnight delivery service or deposited
in the United States mail, certified or registered, return receipt requested,
postage prepaid, addressed to the parties at the following addresses or at
such other address as shall be given in like manner by any party to the other:

If to Company:

Mr. Ronald H. Pflumm
Shawnee Bank Shares, Inc.
11101 Johnson Drive
Shawnee, KS 66203
Telephone: (913) 631-6300
FAX: (913) 631-8970

with a copy to:

C. Robert Monroe, Esq.
Stinson, Mag & Fizzell, P.C.
1201 Walnut, Suite 2800
Kansas City, MO 64108
Telephone: (816) 691-1351
FAX: (816) 691-3495

If to Commerce:

Mr. A. Bayard Clark
Commerce Bancshares, Inc.
8000 Forsyth Boulevard
Clayton, Missouri 63105
Telephone: (314) 746-7440
FAX: (314) 746-3039

with a copy to:

J. Daniel Stinnett, Esq.
Commerce Bancshares, Inc.
Legal Department
P.O. Box 13686
Kansas City, Missouri 64199
Telephone: (816) 234-2350
FAX: (816) 234-2333

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Dennis P. Wilbert, Esq.
Blackwell Sanders Matheny Weary & Lombardi L.C.
Two Pershing Square
2300 Main Street, Suite 1100
P.O. Box 419777
Kansas City, MO 64141-6777
Telephone: (816) 234-6815
FAX: (816) 234-6914

11.5 Law Governing. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Kansas.

11.6 Further Acts. Commerce, Company and Sub agree to execute and deliver on
or before the Closing Date such other documents, certificates, agreements or
other writings and take such other actions as may be necessary or desirable in
order to consummate or implement expeditiously the transactions contemplated by
this Agreement.

In Witness Whereof, the parties hereto have duly executed this Agreement as
of the date first above written.

Shawnee Bank Shares, Inc.

/s/ Ronald H. Pflumm
By___________________________________
RONALD H. PFLUMM
President and Chief Executive
Officer

ATTEST:

/s/ Cindy Cunningham
By___________________________________
Assistant Secretary

The Shawnee State BAnk

/s/ R. Nicholas Pflumm
By___________________________________
R. NICHOLAS PFLUMM
President

ATTEST:

/s/ Helen Zishka
By___________________________________
Executive Vice President and
Cashier

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Commerce Bancshares, Inc.

/s/ A. Bayard Clark
By___________________________________
A. BAYARD CLARK
Executive Vice President and Chief
Financial Officer

ATTEST:

/s/ J. Daniel Stinnett
By___________________________________
Secretary

CBI-Kansas, Inc.

/s/ A. Bayard Clark
By___________________________________
A. BAYARD CLARK
Vice President

ATTEST:

/s/ J. Daniel Stinnett
By___________________________________
Secretary

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ANNEX B

K.S.A. (S) 17-6712. PAYMENT FOR STOCK OF STOCKHOLDER OBJECTING TO MERGER OR
CONSOLIDATION; DEFINITIONS; NOTICE TO OBJECTING STOCKHOLDERS; DEMAND FOR
PAYMENT; APPRAISAL AND DETERMINATION OF VALUE BY DISTRICT COURT, WHEN;
TAXATION OF COSTS; RIGHTS OF OBJECTING STOCKHOLDERS; STATUS OF STOCK; SECTION
INAPPLICABLE TO CERTAIN SHARES OF STOCK. (a) When used in this section, the
word "stockholder" means a holder of record of stock in a stock corporation
and also a member of record of a nonstock corporation; the words "stock" and
"share" mean and include what is ordinarily meant by those words and also
membership or membership interest of a member of a nonstock corporation.

(b) The corporation surviving or resulting from any merger or consolidation,
within 10 days after the effective date of the merger or consolidation, shall
notify each stockholder of any corporation of this state so merging or
consolidating who objected thereto in writing and whose shares either were not
entitled to vote or were not voted in favor of the merger or consolidation,
and who filed such written objection with the corporation before the taking of
the vote on the merger or consolidation, that the merger or consolidation has
become effective. If any such stockholder, within 20 days after the date of
mailing of the notice, shall demand in writing, from the corporation surviving
or resulting from the merger or consolidation, payment of the value of the
stockholder's stock, the surviving or resulting corporation shall pay to the
stockholder, within 30 days after the expiration of the period of 20 days, the
value of the stockholder's stock on the effective date of the merger or
consolidation, exclusive of any element of value arising from the expectation
or accomplishment of the merger or consolidation.

(c) If during a period of 30 days following the period of 20 days provided
for in subsection (b), the corporation and any such stockholder fail to agree
upon the value of such stock, any such stockholder, or the corporation
surviving or resulting from the merger or consolidation, may demand a
determination of the value of the stock of all such stockholders by an
appraiser or appraisers to be appointed by the district court, by filing a
petition with the court within four months after the expiration of the thirty-
day period.

(d) Upon the filing of any such petition by a stockholder, service of a copy
thereof shall be made upon the corporation, which shall file with the clerk of
such court, within 10 days after such service, a duly verified list containing
the names and addresses of all stockholders who have demanded payment for
their shares and with whom agreements as to the value of their shares have not
been reached by the corporation. If the petition shall be filed by the
corporation, the petition shall be accompanied by such duly verified list. The
clerk of the court shall give notice of the time and place fixed for the
hearing of such petition by registered or certified mail to the corporation
and to the stockholders shown upon the list at the addresses therein stated
and notice shall also be given by publishing a notice at least once, at least
one week before the day of the hearing, in a newspaper of general circulation
in the county in which the court is located. The court may direct such
additional publication of notice as it deems advisable. The forms of the
notices by mail and by publication shall be approved by the court.

(e) After the hearing on such petition the court shall determine the
stockholders who have complied with the provisions of this section and become
entitled to the valuation of and payment for their shares, and shall appoint
an appraiser or appraisers to determine such value. Any such appraiser may
examine any of the books and records of the corporation or corporations the
stock of which such appraiser is charged with the duty of valuing, and such
appraiser shall make a determination of the value of the shares upon such
investigation as seems proper to the appraiser. The appraiser or appraisers
shall also afford a reasonable opportunity to the parties interested to submit
to the appraiser or appraisers pertinent evidence on the value of the shares.
The appraiser or appraisers, also, shall have the powers and authority
conferred upon masters by K.S.A. 60-253 and amendments thereto.

(f) The appraiser or appraisers shall determine the value of the stock of
the stockholders adjudged by the court to be entitled to payment therefor and
shall file a report respecting such value in the office

B-1
<PAGE>

of the clerk of the court, and notice of the filing of such report shall be
given by the clerk of the court to the parties in interest. Such report shall
be subject to exceptions to be heard before the court both upon the law and
facts. The court by its decree shall determine the value of the stock of the
stockholders entitled to payment therefor and shall direct the payment of such
value, together with interest, if any, as hereinafter provided, to the
stockholders entitled thereto by the surviving or resulting corporation. Upon
payment of the judgment by the surviving or resulting corporation, the clerk
of the district court shall surrender to the corporation the certificates of
shares of stock held by the clerk pursuant to subsection (g). The decree may
be enforced as other judgments of the district court may be enforced, whether
such surviving or resulting corporation be a corporation of this state or of
any other state.

(g) At the time of appointing the appraiser or appraisers, the court shall
require the stockholders who hold certificated shares and who demanded payment
for their shares to submit their certificates of stock to the clerk of the
court, to be held by the clerk pending the appraisal proceedings. If any
stockholder fails to comply with such direction, the court shall dismiss the
proceedings as to such stockholder.

(h) The cost of any such appraisal, including a reasonable fee to and the
reasonable expenses of the appraiser, but exclusive of fees of counsel or of
experts retained by any party, shall be determined by the court and taxed upon
the parties to such appraisal or any of them as appears to be equitable,
except that the cost of giving the notice by publication and by registered or
certified mail hereinabove provided for shall be paid by the corporation. The
court, on application of any party in interest, shall determine the amount of
interest, if any, to be paid upon the value of the stock of the stockholders
entitled thereto.

(i) Any stockholder who has demanded payment of the stockholder's stock as
herein provided shall not thereafter be entitled to vote such stock for any
purpose or be entitled to the payment of dividends or other distribution on
the stock, except dividends or other distributions payable to stockholders of
record at a date which is prior to the effective date of the merger or
consolidation, unless the appointment of an appraiser or appraisers shall not
be applied for within the time herein provided, or the proceeding be dismissed
as to such stockholder, or unless such stockholder with the written approval
of the corporation shall deliver to the corporation a written withdrawal of
the stockholder's objections to and an acceptance of the merger or
consolidation, in any of which cases the right of such stockholder to payment
for the stockholder's stock shall cease.

(j) The shares of the surviving or resulting corporation into which the
shares of such objecting stockholders would have been converted had they
assented to the merger or consolidation shall have the status of authorized
and unissued shares of the surviving or resulting corporation.

(k) This section shall not apply to the shares of any class or series of a
class of stock, which, at the record date fixed to determine the stockholders
entitled to receive notice of and to vote at the meeting of stockholders at
which the agreement of merger or consolidation is to be acted on, were either
(1) registered on a national securities exchange, or (2) held of record by not
less than 2,000 stockholders, unless the articles of incorporation of the
corporation issuing such stock shall otherwise provide; nor shall this section
apply to any of the shares of stock of the constituent corporation surviving a
merger, if the merger did not require for its approval the vote of the
stockholders of the surviving corporation, as provided in subsection (f) of
K.S.A. 17-6701 and amendments thereto. This subsection shall not be applicable
to the holders of a class or series of a class of stock of a constituent
corporation if under the terms of a merger or consolidation pursuant to K.S.A.
17-6701 or 17-6702, and amendments thereto, such holders are required to
accept for such stock anything except (i) stock or stock and cash in lieu of
fractional shares of the corporation surviving or resulting from such merger
or consolidation, or (ii) stock or stock and cash in lieu of fractional shares
of any other corporation, which at the record date fixed to determine the
stockholders entitled to receive notice of and to vote at the

B-2
<PAGE>

meeting of stockholders at which the agreement of merger or consolidation is
to be acted on, were either registered on a national securities exchange or
held of record by not less than 2,000 stockholders, or (iii) a combination of
stock or stock and cash in lieu of fractional shares as set forth in (i) and
(ii) of this subsection.

B-3
<PAGE>

INDEX TO FINANCIAL STATEMENTS OF SHAWNEE BANK SHARES, INC. & SUBSIDIARY

<TABLE>
<S> <C>
Audited
Consolidated
Financial
Statements,
December
31, 1995
and 1994... F-2
Unaudited
Consolidated
Financial
Statements,
September
30, 1996
and 1995... F-14
</TABLE>

F-1
<PAGE>

INDEPENDENT AUDITORS' REPORT

The Board of Directors
Shawnee Bank Shares, Inc.:

We have audited the accompanying consolidated balance sheets of Shawnee Bank
Shares, Inc. and subsidiary as of December 31, 1995 and 1994 and the related
consolidated statements of earnings, stockholders' equity and cash flows for
the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Shawnee
Bank Shares, Inc. and subsidiary at December 31, 1995 and 1994 and the results
of their operations and their cash flows for the years then ended, in
conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

April 19, 1996

F-2
<PAGE>

SHAWNEE BANK SHARES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 1995 AND 1994

<TABLE>
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
ASSETS
------
Cash and due from banks............................... $ 10,667,758 8,727,791
Federal funds sold.................................... 4,000,000 3,675,000
Investment securities held-to-maturity (note 2):
United States treasury.............................. 18,474,376 27,928,106
United States government agencies................... 47,748,716 36,824,638
Obligations of states and political subdivisions and
other securities................................... 6,035,401 4,715,741
------------ -----------
Total investment securities held-to-maturity...... 72,258,493 69,468,485
------------ -----------
Loans, net (note 3)................................... 105,291,631 110,328,062
Less allowance for loan losses (note 4)............... 2,782,189 1,813,994
------------ -----------
Net loans......................................... 102,509,442 108,514,068
------------ -----------
Bank premises and equipment, net (note 5)............. 1,802,845 1,589,348
Other assets.......................................... 3,441,668 3,265,627
------------ -----------
$194,680,206 195,240,319
============ ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Deposits:
Noninterest bearing demand.......................... $ 30,034,370 30,749,394
Interest-bearing demand............................. 33,463,035 33,091,369
Money market........................................ 27,157,020 30,293,694
Savings............................................. 21,492,419 22,899,358
Time, $100,000 and greater.......................... 6,857,745 5,136,000
Time, other......................................... 53,506,609 52,705,530
------------ -----------
Total deposits.................................... 172,511,198 174,875,345
Accrued expenses and other liabilities................ 1,259,508 1,132,083
------------ -----------
Total liabilities................................. 173,770,706 176,007,428
------------ -----------
Minority interest in net assets of subsidiary bank.... 3,379,610 3,108,323
------------ -----------
Stockholders' equity:
Preferred stock, 7% cumulative, $55 par value;
authorized 40,000 shares; issued 20,941 shares..... 1,151,755 1,151,755
Common stock, $1 par value; authorized 60,000
shares; issued 46,134 shares....................... 46,134 46,134
Capital surplus..................................... 395,384 395,384
Retained earnings................................... 16,057,562 14,652,240
------------ -----------
17,650,835 16,245,513
Less treasury stock, at cost (1,210 shares of common
stock)............................................. 120,945 120,945
------------ -----------
Total stockholders' equity........................ 17,529,890 16,124,568
------------ -----------
Commitments (note 3).................................. $194,680,206 195,240,319
============ ===========
</TABLE>
See accompanying notes to consolidated financial statements.

F-3
<PAGE>

SHAWNEE BANK SHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF EARNINGS

YEARS ENDED DECEMBER 31, 1995 AND 1994

<TABLE>
<CAPTION>
1995 1994
----------- ----------
<S> <C> <C>
Interest income:
Loans................................................ $10,767,414 10,348,290
Investment securities:
United States treasury............................. 1,187,328 1,633,975
United States government agencies.................. 2,505,976 1,454,136
Obligations of states and political subdivisions
and other securities.............................. 292,229 147,326
Federal funds sold................................... 404,321 260,035
----------- ----------
Total interest income............................ 15,157,268 13,843,762
----------- ----------
Interest expense:
Deposits............................................. 5,594,177 4,677,739
Borrowings........................................... 63,931 39,519
----------- ----------
Total interest expense........................... 5,658,108 4,717,258
----------- ----------
Net interest margin.............................. 9,499,160 9,126,504
Provision for loan losses (note 4)..................... 1,184,000 964,000
----------- ----------
Net interest margin after provision for loan
losses.......................................... 8,315,160 8,162,504
----------- ----------
Other income:
Service charges on deposit accounts.................. 684,690 693,808
Credit card income................................... 413,023 378,618
Other real estate operations, net.................... (83,472) 183,968
Other................................................ 400,887 370,484
----------- ----------
Total other income............................... 1,415,128 1,626,878
----------- ----------
Other expenses:
Salaries and benefits................................ 3,335,873 3,171,972
Data processing...................................... 644,974 711,982
Net occupancy........................................ 352,076 289,859
Furniture and equipment.............................. 281,625 258,647
Deposit insurance premiums........................... 199,012 385,534
Stationery and supplies.............................. 161,545 156,905
Minority interest in net earnings of subsidiary
bank................................................ 379,867 380,764
Other................................................ 1,130,046 1,073,850
----------- ----------
Total other expenses............................. 6,485,018 6,429,513
----------- ----------
Earnings before income taxes..................... 3,245,270 3,359,869
Income taxes (note 6).................................. 1,310,085 1,387,246
=========== ==========
Net earnings..................................... $ 1,935,185 1,972,623
=========== ==========
Earnings per share..................................... $ 41.28 42.12
=========== ==========
Weighted average common shares outstanding............. 44,924 44,924
=========== ==========
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE>

SHAWNEE BANK SHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1995 AND 1994

<TABLE>
<CAPTION>
1995 1994
----------- ----------
<S> <C> <C>
Preferred stock at beginning and end of year.......... $ 1,151,755 1,151,755
----------- ----------
Common stock at beginning and end of year............. 46,134 46,134
----------- ----------
Capital surplus at beginning and end of year.......... 395,384 395,384
----------- ----------
Retained earnings:
Beginning of year................................... 14,652,240 13,209,480
Net earnings........................................ 1,935,185 1,972,623
Preferred stock dividends ($3.85 per share)......... (80,623) (80,623)
Common stock dividends ($10.00 per share)........... (449,240) (449,240)
----------- ----------
End of year....................................... 16,057,562 14,652,240
----------- ----------
Treasury stock:
Beginning of year................................... (120,945) (120,945)
Purchase of 320 common shares and 320 preferred
shares............................................. (113,600) --
Sale of 320 common shares and 320 preferred shares.. 113,600 --
----------- ----------
End of year......................................... (120,945) (120,945)
----------- ----------
Total stockholders' equity........................ $17,529,890 16,124,568
=========== ==========
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE>

SHAWNEE BANK SHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1995 AND 1994

<TABLE>
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings..................................... $ 1,935,185 1,972,623
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Provision for loan losses...................... 1,184,000 964,000
Depreciation and amortization.................. 167,491 125,260
Minority interest in earnings of subsidiary
bank.......................................... 379,867 380,764
Premium amortization and discount accretion on
investment securities, net.................... 68,040 276,134
(Gain) loss on sales of other real estate,
net........................................... 62,378 (180,788)
Deferred income taxes.......................... (308,741) 237,801
Net decrease in accrued interest and other
assets........................................ (306,127) (231,444)
Net increase in accrued expenses and other
liabilities................................... 127,425 91,124
Other changes, net............................. -- (29,626)
------------ ------------
Net cash provided by operating activities.... 3,309,518 3,605,848
------------ ------------
Cash flows from investing activities:
Net decrease (increase) in loans................. 4,246,598 (5,685,534)
Purchases of investment securities............... (31,659,777) (45,868,891)
Proceeds from maturities of investment
securities...................................... 28,801,729 46,817,248
Purchases of bank premises and equipment......... (380,988) (42,537)
Proceeds from sales of other real estate......... 950,477 816,467
------------ ------------
Net cash provided by (used in) investing
activities.................................. 1,958,039 (3,963,247)
------------ ------------
Cash flows from financing activities:
Net increase in time deposits.................... 2,522,824 785,634
Net decrease in other deposits................... (4,886,971) (2,452,131)
Minority interest in subsidiary bank dividends... (108,580) (97,530)
Preferred stock dividends paid................... (80,623) (80,623)
Common stock dividends paid...................... (449,240) (449,240)
Purchases of common stock of subsidiary bank..... -- (44,900)
Purchase of treasury stock....................... (113,600) --
Sale of treasury stock........................... 113,600 --
------------ ------------
Net cash used in financing activities........ (3,002,590) (2,338,790)
------------ ------------
Increase (decrease) in cash and cash
equivalents................................. 2,264,967 (2,696,189)
Cash and cash equivalents at beginning of year..... 12,402,791 15,098,980
------------ ------------
Cash and cash equivalents at end of year........... $ 14,667,758 12,402,791
============ ============
Supplemental data:
Interest paid.................................... $ 5,572,000 4,668,000
============ ============
Income taxes paid, net of refunds................ $ 1,542,000 1,166,000
============ ============
Loans transferred to other real estate........... $ 543,000 774,000
============ ============
Loans made to facilitate sales of other real
estate.......................................... $ 63,000 291,000
============ ============
</TABLE>

See accompanying notes to consolidated financial statements.

F-6
<PAGE>

SHAWNEE BANK SHARES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1995 AND 1994

(L) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Consolidation

The consolidated financial statements include the accounts of Shawnee Bank
Shares, Inc. (the Company) and its 83.745%-owned subsidiary, The Shawnee State
Bank. All significant intercompany accounts and transactions have been
eliminated in consolidation.

(b) Use of Estimates

Management has made a number of estimates and assumptions relating to the
reporting of assets and liabilities and the disclosure of contingent assets
and liabilities to prepare these consolidated financial statements in
conformity with generally accepted accounting principles. Actual results could
differ from those estimates.

The Company adopted Statement of Financial Accounting Standard No.115 (SFAS
115) on January 1, 1994, "Accounting for Certain Investments in Debt and
Equity Securities." This statement requires that investments in debt and
equity securities be classified in one of three categories: (1) held-to-
maturity securities which are carried at amortized cost, (2) trading
securities which are carried at fair value with unrealized gains and losses
included in earnings, and (3) available-for-sale securities which are carried
at fair value with unrealized gains and losses excluded from earnings and
reported in a separate component of shareholders' equity, net of related
income tax effect. The Company has classified all investment securities as
held-to-maturity and reported them at cost, adjusted for amortization of
premiums and accretion of discounts. The specific adjusted cost of securities
is used to compute gains and losses on redemptions of investment securities.

(d) Loans

Interest on loans is accrued on a simple interest basis on principal
balances outstanding, except for certain installment loans for which the
discount is amortized using the sum-of-the-months' digits method. The accrual
of interest on loans is discontinued when, in management's opinion, the
interest will not be collectible in the ordinary course of business. Loans are
only returned to accrual status through authorization by the Shawnee State
Bank executive committee, loan committee and/or Board of Directors.

Loan fees associated with originating or acquiring loans are deferred and
amortized over the life of the related loan as an adjustment of yield.

On January 1, 1995, the Company adopted SFAS No. 114 and SFAS No. 118,
"Accounting by Creditors for Impairment of a Loan--Income Recognition and
Disclosures." SFAS Nos. 114 and 118 require that impaired loans be measured
based on the present value of expected future cash flows discounted at the
loan's effective interest rate. SFAS No. 118 allows a creditor to use existing
methods for recognizing interest income of impaired loans. The Company's
adoption of SFAS Nos. 114 and 118 in 1995 did not have a material impact on
the consolidated financial statements.

(e) Allowance and Provision for Loan Losses

The provision for loan losses is based upon management's estimate of the
amount required to maintain an adequate allowance for loan losses which
reflect the risks in the loan portfolio. The estimate is based on past loan
loss experience, current economic conditions and such other factors

F-7
<PAGE>

SHAWNEE BANK SHARES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

which, in the opinion of management, deserve current recognition. Loans are
also subject to periodic examination by regulatory agencies. Such agencies may
require charge-offs or additions to the allowance based upon their judgments
about information available at the time of their examination.

(f) Bank Premises and Equipment

Bank premises and equipment are stated at cost, less accumulated
depreciation. Depreciation is computed on accelerated and straight-line
methods. Bank premises are depreciated over estimated useful lives ranging
from ten to forty years. Equipment is depreciated over estimated useful lives
of three to five years.

The Company leases certain property and equipment under operating lease
arrangements. Rent expense totaled $46,000 in 1995 and $61,000 in 1994.

(g) Income Taxes

The Company and its subsidiary file a consolidated federal income tax
return. Deferred income taxes are provided for temporary differences in the
recognition of income and expenses for financial reporting purposes and income
tax purposes.

(h) Other Real Estate

Other real estate owned includes property acquired through legal
foreclosure. Other real estate owned is initially recorded at the lower of the
related loan balance or fair value. Valuations are periodically performed by
management and carrying values of properties are reduced with a charge to
operations, if necessary, to reflect estimated net realizable values.

(i) Statements of Cash Flows

For purposes of the consolidated statements of cash flows, cash and cash
equivalents include cash and due from banks, interest-bearing balances with
banks and federal funds sold.

(j) Earnings Per Share

Earnings per share have been computed based upon the average number of
common shares outstanding during each year.

F-8
<PAGE>

SHAWNEE BANK SHARES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(2) INVESTMENT SECURITIES

A summary of information for investment securities held-to-maturity at
December 31, 1995 and 1994 is as follows:

<TABLE>
<CAPTION>
1995
--------------------------------------------
AMORTIZED FAIR UNREALIZED UNREALIZED
COST VALUE GAINS LOSSES
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
United States treasury
securities................... $18,474,376 18,553,126 88,068 9,318
United States agency
securities................... 47,748,716 48,153,810 441,374 36,280
Obligations of states and
political subdivisions and
other securities............. 6,035,401 6,138,560 111,420 8,261
----------- ---------- ------- ---------
$72,258,493 72,845,496 640,862 53,859
=========== ========== ======= =========
<CAPTION>
1994
--------------------------------------------
AMORTIZED FAIR UNREALIZED UNREALIZED
COST VALUE GAINS LOSSES
----------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
United States treasury
securities................... $27,928,106 27,335,313 -- 592,793
United States agency
securities................... 36,824,638 35,949,419 4,325 879,544
Obligations of states and
political subdivisions and
other securities............. 4,715,741 4,666,095 4,977 54,623
----------- ---------- ------- ---------
$69,468,485 67,950,827 9,302 1,526,960
=========== ========== ======= =========
</TABLE>

Maturities of investment securities at December 31, 1995 are as follows:

<TABLE>
<CAPTION>
AMORTIZED FAIR
COST VALUE
----------- ----------
<S> <C> <C>
Due in one year or less............................... $22,589,267 22,620,071
Due after one year through five years................. 48,873,838 49,366,991
After ten years....................................... 795,388 858,434
----------- ----------
$72,258,493 72,845,496
=========== ==========
</TABLE>

Investment securities with a par value of $28,033,000 and $28,787,000 were
pledged to facilitate deposits of public funds at December 31, 1995 and 1994,
respectively. Public funds on deposit at December 31, 1995 and 1994 aggregated
$13,383,000 and $12,126,000, respectively.

F-9
<PAGE>

SHAWNEE BANK SHARES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(3) LOANS

A summary of the major classifications of loans at December 31, 1995 and
1994 is as follows:

<TABLE>
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Business.......................................... $ 14,306,320 13,916,855
Real estate construction and development.......... 37,116,599 42,900,975
Conventional real estate.......................... 32,927,582 33,542,598
Consumer.......................................... 21,125,278 20,185,938
------------ -----------
Total loans..................................... 105,475,779 110,546,366
Deferred loan fees................................ (184,148) (218,304)
------------ -----------
$105,291,631 110,328,062
============ ===========
</TABLE>

The Company's primary market area is the City of Shawnee, Kansas and the
surrounding area. The Company has actively pursued the origination of loans
secured by real estate and, in particular, loans for the development and
construction of single family homes. Conventional real estate loans include
loans on commercial and residential properties. Although the Company has a
diversified loan portfolio, a substantial portion of its loan portfolio is
affected by economic conditions in its target market.

In the normal course of business, loans have been made to directors,
executive officers, principal shareholders and their affiliated enterprises.
The terms of such loans are similar to terms of loans made to unrelated
parties. At December 31, 1995 and 1994, loans to related parties aggregated
$3,205,000 and $3,054,000, respectively.

Impaired loans, which include nonaccrual loans, approximated less than 1% of
total loans at December 31, 1995. The net amount of interest income reported
on such loans during their impairment period was insignificant.

Commitments to extend credit are agreements to lend to customers as long as
there is no violation of any condition established in the contract and, in
many cases, subject to review by management prior to funding. Commitments
generally have fixed expiration dates or other termination clauses. Since many
of the commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash requirements.
Management evaluates each customer's creditworthiness and determines the
amount and type of collateral to be obtained on a case-by-case basis,
consistent with its other lending policies and practices. At December 31,
1995, unfunded loan commitments aggregated $29,724,000.

Standby letters of credit are conditional commitments issued by the Company
at the request of a customer for the benefit of a third party. Typically, the
customer is obligated to the third party under a separate contract and the
third party is entitled to demand payment under the letter of credit based on
a written statement that the customer has not performed such obligations. The
credit risk involved in the issuance of letters of credit is essentially the
same as that involved in extending loans to customers. At December 31, 1995,
standby letters of credit aggregated $674,000.

F-10
<PAGE>

SHAWNEE BANK SHARES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(4) ALLOWANCE FOR LOAN LOSSES

A summary of the allowance for loan losses for the years ended December 31,
1995 and 1994 is as follows:

<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Balance at beginning of year....................... $1,813,994 2,200,245
Provision for loan losses.......................... 1,184,000 964,000
Charge-offs........................................ (247,672) (1,456,664)
Recoveries......................................... 31,867 106,413
---------- ----------
Balance at end of year............................. $2,782,189 1,813,994
========== ==========

(5) BANK PREMISES AND EQUIPMENT

A summary of bank premises and equipment, stated at cost less accumulated
depreciation at December 31, 1995 and 1994, is as follows:

<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Land............................................... $ 505,917 505,917
Buildings.......................................... 1,715,137 1,712,393
Furniture and equipment............................ 1,368,610 1,141,856
---------- ----------
3,589,664 3,360,166
Accumulated depreciation........................... 1,786,819 1,770,818
---------- ----------
$1,802,845 1,589,348
========== ==========

Depreciation expense on bank premises and equipment in 1995 and 1994 was
$167,000 and $134,000, respectively.

(6) INCOME TAXES

The components of income taxes for 1995 and 1994 are as follows:

<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Current income tax expense......................... $1,618,826 1,149,445
Deferred income tax expense (benefit).............. (308,741) 237,801
---------- ----------
$1,310,085 1,387,246
========== ==========

The provision for income taxes includes $217,008 and $237,013 of state
privilege tax expense in 1995 and 1994, respectively.

Following is a reconciliation between the total income tax expense and the
amount computed by multiplying earnings before income taxes by the statutory
federal income tax rate of 34%:

<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Expected federal income tax expense................ $1,103,392 1,142,355
Interest on obligations of states and political
subdivisions...................................... (84,300) (44,906)
State income taxes, net of federal tax benefit..... 143,225 156,429
Minority interest in net earnings of subsidiary
bank.............................................. 129,155 129,460
Other, net......................................... 18,613 3,908
---------- ----------
Total income tax expense......................... $1,310,085 1,387,246
========== ==========
</TABLE>

F-11
<PAGE>

SHAWNEE BANK SHARES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The income tax effects of temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax liabilities
at December 31, 1995 and 1994 are presented below:

<TABLE>
<CAPTION>
1995 1994
-------- -------
<S> <C> <C>
Deferred tax assets:
Loans and allowance for loan losses...................... $713,641 384,455
Deferred state taxes..................................... 76,256 64,400
-------- -------
Total deferred tax assets.............................. 789,897 448,855
-------- -------
Deferred tax liabilities:
Investment securities, including accumulated accretion... 57,866 25,048
Other.................................................... 311 828
-------- -------
Total deferred tax liabilities......................... 58,177 25,876
-------- -------
Net deferred tax assets................................ $731,720 422,979
======== =======
</TABLE>

Management has considered the need for a valuation allowance for deferred
tax assets and has determined that, based upon its historical and anticipated
operations, realization of the deferred tax assets is more likely than not and
that a valuation allowance is not required.

(7) FAIR VALUE OF FINANCIAL INSTRUMENTS

The estimated fair values of financial instruments held by the Company at
December 31, 1995 and 1994, including methods and assumptions utilized, are as
follows:

<TABLE>
<CAPTION>
1995 1994
------------------ ------------------
ESTIMATED ESTIMATED
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- --------- -------- ---------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Investment securities................ $ 72,258 72,258 69,468 67,951
======== ======= ======= =======
Loans, net of unearned discounts and
allowance for loan losses........... $102,509 102,709 108,514 109,169
======== ======= ======= =======
Demand deposits...................... $ 63,498 63,498 63,841 63,841
Money market and savings deposits.... 48,649 48,669 53,193 53,193
Time deposits........................ 60,364 60,559 57,841 57,109
-------- ------- ------- -------
Total deposits..................... $172,511 172,726 174,875 174,143
======== ======= ======= =======
</TABLE>

Methods and Assumptions Utilized

The carrying amount of federal funds sold approximates fair value because
such funds are sold for one-day periods and they do not present unanticipated
credit concerns.

The estimated fair value of investment securities, except certain
obligations of states and political subdivisions, is based on bid prices
published in financial newspapers or bid quotations received from securities
dealers. The fair value of certain obligations of states and political
subdivisions is not readily available through market sources other than dealer
quotations, so fair value estimates are based upon quoted market prices of
similar instruments, adjusted for differences between the quoted instruments
and the instruments being valued.

F-12
<PAGE>

SHAWNEE BANK SHARES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The estimated fair value of the Company's loan portfolio is based on the
segregation of loans by collateral type, interest terms and maturities. In
estimating the fair value of each category of loans, the carrying amount of
the loan is reduced by an allocation of the allowance for loan losses. Such
allocation is based on management's loan classification system which is
designed to measure the credit risk inherent in each classification category.
The estimated fair value of performing fixed rate loans is the carrying value
of such loans, reduced by an allocation of the allowance for loan losses. The
estimated fair value of performing variable rate loans is the carrying value
of such loans, reduced by an allocation of the allowance for loan losses. The
estimated fair value of performing fixed rate loans is calculated by
discounting scheduled cash flows through the estimated maturity using
estimated market discount rates that reflect the interest rate risk inherent
in the loan, reduced by an allocation of the allowance for loan losses. The
estimate of maturity is based on the Company's historical experience with
repayments for each loan classification, modified, as required, by an estimate
of the effect of current economic and lending conditions. There were no
significant nonperforming loans at December 31, 1995 and 1994.

The estimated fair value of deposits with no stated maturity, such as
noninterest bearing demand deposits, savings, NOW accounts and money market
accounts, is equal to the amount payable on demand. The fair value of
interest-bearing time deposits is based on the discounted value of contractual
cash flows of such deposits. The discount rate is estimated using the rates
currently offered for deposits of similar remaining maturities.

The estimated fair value of letters of credit and commitments to extend
credit is based on the fees currently charged to enter into similar
agreements. The aggregate of these fees is not material.

Limitations

Fair value estimates are made at a specific point in time, based on relevant
market information and information about the financial instruments. These
estimates do not reflect any premium or discount that could result from
offering for sale at one time the Company's entire holdings of a particular
financial instrument. Because no market exists for a significant portion of
the Company's financial instruments, fair value estimates are based on
judgments regarding future loss experience, current economic conditions, risk
characteristics of various financial instruments and other factors. These
estimates are subjective in nature and involve uncertainties and matters of
significant judgment and therefore cannot be determined with precision.
Changes in assumptions could significantly affect the estimates. Fair value
estimates are based on existing balance sheet financial instruments without
attempting to estimate the value of anticipated future business and the value
of assets and liabilities that are not considered financial instruments.

F-13
<PAGE>

SHAWNEE BANK SHARES, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 1996
(UNAUDITED)
(IN THOUSANDS)

<TABLE>
<S> <C>
ASSETS
------
Cash and due from banks.............................................. $ 8,687
Federal funds sold................................................... 6,800
Investment securities held-to-maturity:
United States treasury............................................. 28,392
United States government agencies.................................. 47,941
Obligations of states and political subdivisions and other securi-
ties.............................................................. 7,101
---------
Total investment securities held-to-maturity..................... 83,434
---------
Loans, net........................................................... 100,157
Less allowance for loan losses (note 2).............................. 3,135
---------
Net loans........................................................ 97,022
---------
Bank premises and equipment, net..................................... 1,697
Other assets......................................................... 2,519
---------
$ 200,159
=========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Deposits:
Noninterest bearing demand......................................... $ 33,186
Interest-bearing demand............................................ 32,502
Money market....................................................... 26,686
Savings............................................................ 22,791
Time, $100,000 and greater......................................... 7,647
Time, other........................................................ 54,058
---------
Total deposits................................................... 176,870
Accrued expenses and other liabilities............................... 419
---------
Total liabilities................................................ 177,289
---------
Minority interest in net assets of subsidiary bank................... 3,622
---------
Stockholders' equity:
Preferred stock, 7% cumulative, $55 par value; authorized 40,000
shares; issued 20,941 shares...................................... 1,152
Common stock, $1 par value; authorized 60,000 shares; issued 46,134
shares............................................................ 46
Capital surplus.................................................... 395
Retained earnings.................................................. 17,776
---------
19,369
Less treasury stock, at cost (1,210 shares of common stock)........ 121
---------
Total stockholders' equity....................................... 19,248
Commitments.......................................................... $ 200,159
=========
</TABLE>

See accompanying notes to consolidated financial statements.

F-14
<PAGE>

SHAWNEE BANK SHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF EARNINGS

NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<TABLE>
<CAPTION>
1996 1995
------- ------
<S> <C> <C>
Interest income:
Loans....................................................... $ 7,542 8,146
Investment securities:
United States treasury.................................... 1,075 898
United States government agencies......................... 2,224 1,797
Obligations of states and political subdivisions and other
securities............................................... 238 212
Federal funds sold.......................................... 423 289
------- ------
Total interest income................................... 11,502 11,342
------- ------
Interest expense:
Deposits.................................................... 4,388 4,155
Borrowings.................................................. 38 50
------- ------
Total interest expense.................................. 4,426 4,205
------- ------
Net interest margin..................................... 7,076 7,137
Provision for loan losses (note 2)............................ 363 963
------- ------
Net interest margin after provision for loan losses..... 6,713 6,174
------- ------
Other income:
Service charges on deposit accounts......................... 522 541
Credit card income.......................................... 326 306
Other real estate operations, net........................... (2) (52)
Other....................................................... 293 345
------- ------
Total other income...................................... 1,139 1,140
------- ------
Other expenses:
Salaries and benefits....................................... 2,584 2,471
Data processing............................................. 442 525
Net occupancy............................................... 283 255
Furniture and equipment..................................... 188 206
Deposit insurance premiums.................................. 2 182
Stationery and supplies..................................... 149 102
Minority interest in net earnings of subsidiary bank........ 338 282
Other....................................................... 992 886
------- ------
Total other expenses.................................... 4,978 4,909
------- ------
Earnings before income taxes............................ 2,874 2,405
Income taxes.................................................. 1,156 959
------- ------
Net earnings............................................ $ 1,718 1,446
======= ======
Earnings per share............................................ $ 36.90 30.84
======= ======
Average common shares outstanding............................. 44,924 44,924
======= ======
</TABLE>

See accompanying notes to consolidated financial statements.

F-15
<PAGE>

SHAWNEE BANK SHARES, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(UNAUDITED)
(IN THOUSANDS)

<TABLE>
<CAPTION>
1996 1995
-------- -------
<S> <C> <C>
Cash flows from operating activities:
Net earnings.............................................. $ 1,718 1,446
Adjustments to reconcile net earnings to net cash provided
by operating activities:
Provision for loan losses............................... 363 963
Depreciation and amortization........................... 146 120
Minority interest in net earnings of subsidiary bank.... 338 282
Premium amortization and discount accretion on
investment securities, net............................. 41 25
Loss on sales of other real estate, net................. 7 42
Net increase (decrease) in accrued interest and other
assets................................................. 610 (200)
Net decrease in accrued expenses and other liabilities.. (841) (667)
-------- -------
Net cash provided by operating activities............. 2,382 2,011
-------- -------
Cash flows from investing activities:
Net decrease in loans..................................... 5,125 5,700
Purchases of investment securities........................ (34,343) (23,830)
Proceeds from maturities of investment securities......... 23,126 20,330
Purchases of bank premises and equipment.................. (27) (364)
Proceeds from sales of other real estate.................. 197 795
-------- -------
Net cash provided by (used in) investing activities... (5,922) 2,631
-------- -------
Cash flows from financing activities:
Net increase in time deposits............................. 1,341 1,127
Net increase (decrease) in other deposits................. 3,018 (7,901)
-------- -------
Net cash provided by (used in) financing activities... 4,359 (6,774)
-------- -------
Increase (decrease) in cash and cash equivalents...... 819 (2,132)
Cash and cash equivalents at beginning of period............ 14,668 12,403
-------- -------
Cash and cash equivalents at end of period.................. $ 15,487 10,271
======== =======
Supplemental data:
Interest paid............................................. $ 4,434 4,181
======== =======
Income taxes paid, net of refunds......................... $ 1,265 1,168
======== =======
Loans transferred to other real estate.................... $ 7 543
======== =======
Loans made to facilitate sales of other real estate....... $ 38 --
======== =======
</TABLE>

See accompanying notes to consolidated financial statements.

F-16
<PAGE>

SHAWNEE BANK SHARES, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 1996
(UNAUDITED)

(1) PRINCIPLES OF CONSOLIDATION AND PRESENTATION

The accompanying consolidated financial statements include the accounts of
Shawnee Bank Shares, Inc. and its wholly-owned subsidiary (the Company). All
significant intercompany accounts and transactions have been eliminated.

The unaudited consolidated balance sheet as of September 30, 1996 and the
related unaudited consolidated statements of earnings and cash flows for the
nine months ended September 30, 1996 and 1995 have been prepared in a manner
consistent with the Company's annual audited financial statements. Management
believes that all adjustments (all of which are normal and recurring in
nature) have been reported to the best of its knowledge and that the unaudited
financial information fairly presents the financial condition and results of
operations and cash flows of the Company in accordance with generally accepted
accounting principles.

(2) ALLOWANCE FOR LOAN LOSSES

The following is a summary of the allowance for loan losses for the nine
months ended September 30, 1996 and 1995 (in thousands):

<TABLE>
<CAPTION>
1996 1995
------ -----
<S> <C> <C>
Balance, January 1............................................ $2,782 1,814
Provision for loan losses..................................... 363 963
Charge-offs, net of recoveries................................ (10) (64)
------ -----
Balance, September 30......................................... $3,135 2,713
====== =====
</TABLE>

At September 30, 1996, interest income was not being recognized on an
accrual basis for loans with an outstanding balance of $453,000.

(3) INCOME PER COMMON SHARE

Income per common share data is based on the weighted average number of
common shares outstanding during the interim periods. Cumulative preferred
stock dividends are subtracted from net earnings to arrive at income
attributable to common stockholders.

F-17
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 351.355 of the Missouri Revised Statutes (1986) allows
indemnification of corporate directors and officers by a corporation under
certain circumstances as therein specified against liabilities, expenses,
counsel fees and costs reasonably incurred in connection with or arising out
of any action, suit, proceeding or claim in which such person is made a party
by reason of such person being or having been such director or officer.

Section 351.355 also permits such persons to seek indemnification under any
applicable bylaw, agreement, vote of shareholders or disinterested directors
or otherwise. Section 351.355 also permits corporations to maintain insurance
for officers and directors against liabilities incurred while acting in such
capacities whether or not the corporation would be empowered to indemnify such
persons under this section.

There is also in effect a bylaw provision entitling officers and directors
to be indemnified by Commerce from and against any and all of the expenses,
liabilities or other matters covered by said provision. Commerce has executed
a security agreement pursuant to which securities with a market value of
approximately $10,000,000 have been pledged to an agent to collateralize the
obligations of Commerce under this bylaw provision.

ITEM 21. EXHIBITS

The following exhibits are filed herewith or incorporated herein by
reference. Documents designated by an asterisk (*) are incorporated by
reference pursuant to Rule 411 of the Securities Act of 1933, as amended.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C> <S>
2 Agreement and Plan of Reorganization dated the 16th day of January,
1997, among the Registrant, CBI-Kansas, Inc., Shawnee Bank Shares,
Inc. and The Shawnee State Bank (included as Annex A to the
Prospectus).
4(a)* Restated Articles of Incorporation, as currently amended, were filed
in the quarterly report on Form 10-Q for the quarter ended June 30,
1996, and the same are hereby incorporated by reference.
4(b)* Restated By-Laws, as currently amended, were filed in the quarterly
report on Form 10-Q for the quarter ended June 30, 1996, and the same
are hereby incorporated by reference.
4(c)* Shareholder Rights Plan contained in an Amended and Restated Rights
Agreement was filed on Form 8-A12G/A dated June 7, 1996, and the same
is hereby incorporated by reference.
4(d)* Form of Rights Certificate and Election to Exercise was filed on Form
8-A12G/A dated June 7, 1996, and the same is hereby incorporated by
reference.
4(e)* Form of Certificate of Designation of Preferred Stock was filed on
Form 8-A12G/A dated June 7, 1996, and the same is hereby incorporated
by reference.
5 Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C.
8 Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C.
10(a)* Commerce Bancshares, Inc. Executive Incentive Compensation Plan--
Amendment and Restatement of December 3, 1993, was filed in quarterly
report on Form 10-Q dated August 5, 1994, and the same is hereby
incorporated by reference.
</TABLE>

II-1
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C> <S>
10(b)* Copy of Commerce Bancshares, Inc. Incentive Stock Option Plan as
adopted on April 16, 1996, was filed in annual report on Form 10-K
dated March 30, 1987, and the same is hereby incorporated by
reference.
10(c)* Copy of Commerce Bancshares, Inc. 1987 Non-Qualified Stock Option
Plan, and now captioned the Commerce Bancshares, Inc. 1996 Non-
Qualified Stock Option Plan, as amended and restated in its entirety
on April 19, 1996, was filed in quarterly report on Form 10-Q dated
August 9, 1995, and the same is hereby incorporated by reference.
10(d)* Commerce Bancshares, Inc. Stock Purchase Plan for Non-Employee
Directors dated July 1, 1989 was filed on Form 10-Q for the quarterly
period ended June 30, 1989, and the same is hereby incorporated by
reference.
10(e)* Copy of Security Agreement with respect to Directors and Officers
Liability was filed in quarterly report on Form 10-Q dated July 30,
1986, and the same is hereby incorporated by reference.
10(f)* Copy of Supplemental Retirement Income Plan established by Commerce
Bancshares, Inc. for James M. Kemper, Jr. was filed in annual report
on Form 10-K dated March 6, 1992, and the same is hereby incorporated
by reference.
10(g)* Copy of Agreement between Commerce Bancshares, Inc. and James M.
Kemper, Jr. relating to the provision of consulting and other services
by James M. Kemper, Jr. for Commerce Bancshares, Inc. was filed in
annual report on Form 10-K dated March 6, 1992, and the same is hereby
incorporated by reference.
10(h)* Copy of 1996 Incentive Stock Option Plan was filed in quarterly report
on Form 10-Q dated August 9, 1995, and the same is hereby incorporated
by reference.
10(i)* Copy of Commerce Executive Retirement Plan was filed in annual report
on Form 10-K dated March 8, 1996, and the same is hereby incorporated
by reference.
21* The list of subsidiaries of Commerce was filed in annual report on
Form 10-K dated March 8, 1996, and the same is hereby incorporated by
reference.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of KPMG Peat Marwick LLP.
23(c) Consents of Blackwell Sanders Matheny Weary & Lombardi L.C. (included
in Exhibits 5 and 8).
24 Powers of Attorney.
</TABLE>

ITEM 22. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

(1) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of employee benefit plans annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.

(2) That, prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to

II-2
<PAGE>

be an underwriter within the meaning of Rule 145(c), the issuer undertakes
that such reoffering prospectus will contain the information called for by
the applicable registration form with respect to reofferings by persons who
may be deemed underwriters, in addition to the information called for by
the other Items of the applicable form.

(3) That, every prospectus (i) that is filed pursuant to paragraph (2)
immediately preceding, or (ii) that purports to meet the requirements of
section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415 (section 230.415 of this chapter), will be
filed as part of an amendment of the registration statement and will not be
used until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.

(4) To respond to requests for information that is incorporated by
reference into the Prospectus pursuant to Items 4, 10(b), 11 or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the Registration Statement through the date of responding
to the request.

(5) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the Registration Statement when
it became effective.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is therefore unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

II-3
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE COMPANY HAS
DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF KANSAS CITY, STATE OF
MISSOURI, ON FEBRUARY 14, 1997.

Commerce Bancshares, Inc.

/s/ Jeffery D. Aberdeen
By: _________________________________
JEFFERY D. ABERDEEN CONTROLLER

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON FEBRUARY 14, 1997.

SIGNATURE TITLE DATE

/s/ Jeffery D. Aberdeen Controller
- ------------------------------------- (Principal
JEFFERY D. ABERDEEN Accounting Officer)

/s/ David W. Kemper Chairman of the
- ------------------------------------- Board, President
DAVID W. KEMPER and Chief Executive
Officer (Principal
Executive Officer)
and Director

/s/ A. Bayard Clark Executive Vice
- ------------------------------------- President and
A. BAYARD CLARK Principal Financial
Officer

Giorgio Balzer
Fred L. Brown
James B. Hebenstreit
David W. Kemper
A majority of the Board of
James M. Kemper, Jr. Directors*
Jonathan M. Kemper
Terry O. Meek
Robert H. West

/s/ Jeffery D. Aberdeen
By: _________________________________ as attorney-in-fact
(JEFFERY D. ABERDEEN ATTORNEY-IN- for the above
FACT) officers and
directors marked by
an asterisk.

II-4

<PAGE>

EXHIBIT 5

February 14, 1997

Commerce Bancshares, Inc.
1000 Walnut, 18th Floor
Kansas City, MO 64106

Ladies and Gentlemen:

We have acted as counsel to Commerce Bancshares, Inc., a Missouri
corporation ("Commerce"), in connection with the transactions contemplated by
the Agreement and Plan of Reorganization, dated as of January 16, 1997 (the
"Acquisition Agreement"), by and among Commerce, CBI-Kansas, Inc. ("CBI"),
Shawnee Bancshares, Inc. ("Shawnee") and The Shawnee State Bank (the "Bank").

This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Securities Act").

Pursuant to the Acquisition Agreement, Shawnee will be merged with and into
CBI, with CBI being the surviving corporation (the "Merger"). In the Merger,
the outstanding shares of common stock, $1.00 par value, and preferred stock,
$55 par value, of Shawnee, other than any shares owned by Commerce, CBI,
Shawnee or any of their (which shares will be canceled), will be exchanged for
fully paid and nonassessable shares of common stock, $1.00 par value, of
Commerce (the "Commerce Common Stock").

CBI will also acquire the assets and assume the liabilities of the Bank in
exchange for shares of Commerce Common Stock (the "Acquisition"). The shares
of Commerce Common Stock acquired by the Bank will then be distributed to the
stockholders of the Bank (other than Commerce, CBI or Shawnee) in a
liquidation of the Bank.

In connection with the transactions contemplated by the Acquisition
Agreement, Commerce will file with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-4 (the "Registration
Statement") relating to the registration under the Securities Act of the
shares of the Commerce Common Stock to be issued in the Merger and
Acquisition.

In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Registration Statement, (ii) the Articles of Incorporation and By-laws
of Commerce, as in effect on the date hereof, (iii) the Acquisition Agreement
and (iv) certain resolutions of the Board of Directors of Commerce relating to
the Merger and Acquisition. We have also examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.

In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the completeness and authenticity
of all documents submitted to us as originals, the conformity to original
documents of all documents submitted to us as certified or photostatic copies
and the completeness and authenticity of the originals of such latter
documents. In making our examination of documents executed by parties other
than Commerce, we have assumed that such parties had the power, corporate or
other, to enter into and perform all obligations thereunder and have also
assumed the due authorization by all requisite action, corporate or other, and
execution and delivery by such parties of such documents on such parties. As
to any facts material to the opinion expressed herein which were not
independently established or verified, we have relied upon oral or written
statements and representations of officers and other representations of
Commerce and others.
<PAGE>

Members of our firm are admitted to the Bar in the State of Missouri, and we
do not express any opinion as to the laws of any other jurisdiction.

Based upon and subject to the foregoing, we are of the opinion that the
shares of the Commerce Common Stock, when issued upon the consummation of the
Merger and Acquisition in accordance with the terms of the Acquisition
Agreement and as set forth in the Registration Statement, will be validly
issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to the reference to our firm under
the heading "LEGAL MATTERS" in the related Joint Proxy Statement/Prospectus
which forms a part of the Registration Statement. In giving such consent we do
not thereby admit or imply that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission thereunder.

Very truly yours,

/s/ Blackwell Sanders Matheny Weary
& Lombardi L.C.

<PAGE>

EXHIBIT 8

February 14, 1997

Commerce Bancshares, Inc.
1000 Walnut, 18th Floor
Kansas City, MO 64105

Shawnee Bank Shares, Inc.
The Shawnee State Bank
11101 Johnson Drive
Shawnee, KS 66203

RE: COMMERCE BANCSHARES, INC. ACQUISITION OF THE SHAWNEE STATE BANK

Dear Sirs:

You have asked for our opinion about the federal income tax consequences of
the proposed acquisitions of Shawnee Bank Shares, Inc. ("Target Parent") and
The Shawnee State Bank ("Target Bank") in exchange for voting common stock of
Commerce Bancshares, Inc. ("Commerce") in the manner described below. In our
opinion, the proposed acquisitions will constitute a tax-free reorganization
within the meaning of section 368(a)(1)(A) (as amplified by section
368(a)(2)(D) and section 368(a)(1)(C) respectively of the Internal Revenue
Code (the "Code"). For reasons described below, it is possible to contend that
the acquisition of Target Bank does not qualify as a tax-free reorganization,
but in our opinion, any such contention will fail.

PROPOSED TRANSACTION

Target parent is a closely held bank holding company with 44,924 shares of
common stock and 20,941 shares of $55 par value preferred stock outstanding.
Target Parent owns 83,845 shares (83.845%) of the outstanding common stock of
Target Bank. Members of the public own the remainder of the 16,155 shares
(16.155%) of the common stock of Target Bank. Target Bank has no other
outstanding stock.

Commerce is a publicly traded holding company incorporated under the laws of
Missouri; its $5 par value shares of voting common stock are its only
outstanding stock. Commerce owns all of the outstanding stock of CBI-Kansas,
Inc. ("Commerce Holding") which is a bank holding company incorporated under
the laws of Kansas, Commerce Holding owns all of the outstanding stock of
Commerce Bank, N.A. ("Commerce Bank").

Commerce Holding will enter into an acquisition agreement with Target Parent
and Target Bank that will provide for the following:

(i) Target Parent will merge into Commerce Holding pursuant to the laws
of Kansas. All outstanding shares of Target Parent (preferred and common
stock) will be converted into shares of voting common stock of Commerce.

(ii) Simultaneously, Commerce Holding will agree to acquire all the
assets (and assume all of the liabilities) of Target Bank and, having
obtained dominion and control over these assets and liabilities, cause
Target Bank to transfer them directly to Commerce Bank in a purchase and
assumption transaction. Target Bank will receive solely shares of Commerce
voting common stock in exchange for its assets and will distribute those
shares to public shareholders of Target Bank in exchange for their shares
of Target Bank, and dissolve. Shares of Target Bank formerly owned by
Target Parent will be canceled. Kansas law does not provide for dissenters'
rights in this transaction.
<PAGE>

ASSUMPTIONS

In rendering our opinion, we have examined and relied on the accuracy and
completeness of the information, covenants, and representations contained in
the Registration Statement of Commerce Bancshares, Inc. on Form S04 (including
Annexes thereto) (the "Registration Statement") and originals or copies,
certified or otherwise identified to our satisfaction, of such other documents
as we have deemed necessary or appropriate, as the basis for our opinion. We
have also made certain assumptions which are described below. Our opinion is
conditioned on, among other things, the accuracy of such information,
covenants, representations and assumptions as of the time the proposed
transactions are consummated.

In our examination, we have assumed the genuineness of all signatures, the
legal capacity of all persons, the authenticity of all documents submitted to
us as originals, and the conformity with the originals of all copies of
documents submitted to us. We have also assumed that the transactions will be
consummated in accordance with their terms as described in the Registration
Statement.

In rendering our opinion, we have considered the applicable provisions of
the Code, Treasury Regulations promulgated under the Code, pertinent judicial
authorities, interpretive rules by the Internal Revenue Service, and such
other authorities as we have considered relevant. It should be noted that
statutes, regulations, judicial decisions and administrative interpretations
are subject to change at any time and, in some circumstances, with retroactive
effect. A material change in the authorities upon which our opinion as based,
could affect our conclusions. In addition, we have made the following
assumptions:

1. The assets transferred by Target Parent and Target Bank in the
transaction will constitute at least 90% of the fair market value of the
net assets and at least 70% of the fair market value of the gross assets of
the respective transferors. For the purposes of this representation,
amounts paid to dissenters and amounts paid to shareholders in lieu of
fractional shares will be treated as part of the assets of the respective
transferors.

2. Commerce voting stock and liability assumptions are the sole
consideration in both acquisitions, and the fair market value of the
Commerce voting stock received by each shareholder of Target Parent and
Target Bank will approximately equal to the fair market value of the stock
exchanged.

3. There is no plan or intention by the shareholders of Target Parent or
Target Bank who own 1% or mort of the stock of either entity, and to the
best knowledge of the management of Commerce, Target Parent and Target
Bank, there is no plan or intention on the part of the remaining
shareholders of Target Parent or Target Bank to sell, exchange, or
otherwise dispose of shares received in either the exchanges that would
reduce the transferring shareholders' ownership of Commerce's voting stock
received in either transaction to a number of shares having a value, as of
the date of the transactions, of less than 50% of the stock exchange in
that transaction. For this purpose, shares of dissenters and fractional
shares exchanged for cash will be deemed dispositions reducing the
percentage of Commerce voting stock retained.

4. Except for fractional shares, neither Commerce nor any of its
subsidiaries have any plan or intention to reacquire any of the Commerce
voting stock issued in the transactions.

5. Neither Commerce nor any of its affiliates has any plan or intention
to sell or otherwise dispose of any of the assets of Target Parent or
Target Bank acquired in the transactions outside of the ordinary course of
business (except for stock of Target Bank owned by Target Parent that will
be canceled).

6. The liabilities of Target Parent and Target Bank assumed by Commerce
Holding and Commerce Bank respectively or to which transferred assets of
Target Parent or Target Bank are subject at the time of the transactions
were incurred in the ordinary course of business.

2
<PAGE>

7. Following the transactions, Commerce Bank will continue the historic
business of Target Bank.

8. All parties will pay their respective expenses in connection with the
transactions.

9. There is no intercorporate indebtedness existing between Target Parent
or Target Bank and any other party to the transactions that was issued,
acquired or will be settled at a discount.

10. None of the parties to the transactions in an investment company
within the meaning of section 368(a)(2)(F)(iii) of the Code.

11. During the five years prior to the transactions, neither Commerce nor
any of its affiliates owned directly or indirectly, any stock of Target
Parent or Target Bank.

12. The fair market of the assets of Target Parent and Target Bank
transferred in the transactions will exceed the sum of the liabilities of
the respective transferors that are assumed in the transactions or to which
transferred assets are subject.

13. Neither Target Parent nor Target Bank is under the jurisdiction of a
court in any insolvency proceeding.

14. The payment of cash to transferring shareholders in lieu of
fractional shares of Commerce voting stock is not separately bargained for
consideration, and is solely for the purpose of saving Commerce the expense
and inconvenience of issuing fractional shares. The total amount of cash
paid in lieu of fractional shares will not exceed one percent of the total
consideration in the applicable transaction. In each of the two
transactions, no shareholder will receive cash or fractional shares in
excess of the value of one full share of Commerce voting stock.

15. None of the shares being issued in the transactions is consideration
for the performance of services, and none of the compensation received by
any shareholder employee of Target Parent or Target Bank will be allocable
to any shares of stock exchanged. All compensation paid to shareholder
employees will be commensurate with amounts paid to third parties
bargaining at arm's length for similar services.

16. Commerce has no plan or intention to liquidate Commerce Holding or
merger Commerce Holding into another corporation or to sell or otherwise
dispose of the stock of Commerce Holding, and there is no plan or intention
for Commerce Holding to liquidate, merge, sell, or otherwise dispose of the
stock of Commerce Bank. Various affiliates of Commerce may participate in
mergers with Commerce Holding or Commerce Bank in which the latter two
corporations will survive.

LEGAL ANALYSIS

The substance of the proposed transactions is an acquisition of
substantially all the assets of Target Parent and Target Bank in exchange for
shares of Commerce and the assumption of Target Parent's and Target Bank's
liabilities. In order for the transactions to constitute reorganizations
within the meaning of section 368(a)(1)(A) (as amplified by section
368(a)(2)(D)) and Section 368(a)(1)(C) of the Code, the acquiring corporation
must be at least an 80% owned subsidiary of Commerce.

It is possible to argue that the corporation acquiring Target Bank in these
transactions is Commerce Bank, which is not a wholly owned subsidiary of
Commerce, but rather of Commerce Holding. In Revenue Ruling 70-224, 1970-1
Cum. Bull. 79, the Internal Revenue Service determined that where a first tier
subsidiary agreed to acquire the assets and assume the liabilities of a target
in exchange for parent company stock and caused the assets of the target to be
transferred directly to its own (i.e. second tier) subsidiary, the transaction
would be deemed to be an acquisition by the first tier subsidiary and,
therefore, a reorganization within the meaning of section 368(a)(1)(C) of the
Code.

3
<PAGE>

The Ruling stated that the first tier subsidiary had "dominion and control" of
the acquired corporation's assets at all times after the acquisition became
effective. This Ruling may be distinguishable from the proposed transactions
because the liabilities of the target in that case appear to have been assumed
by the first tier subsidiary only, and this appears to be the evidence of its
"dominion and control." A review of private letter rulings (which may not be
accepted as authority under section 6110(j)(3) of the Code), discloses that
this distinction has not been given any weight by the Internal Revenue Service.
PLR 6906069010A (June 6, 1969); PLR 8923046 (March 15, 1989); PLR 8927041
(April 11, 1989); PLR 9409033 (December 7, 1993); PLR 9435009 (June 1, 1994);
PLR 9526024 (April 4, 1995); PLR 9635009 (May 21, 1996). Each of these rulings
involved a direct transfer of assets and assumption of liabilities by a
subsidiary of the corporation treated as the acquiring Company.

The number and frequency of these private letter rulings constitutes, in our
opinion, an administrative practice that may be taken as an authoritative
interpretation of the tax law in spite of the fact that none of these rulings
standing by itself constitutes legal authority.

On January 3, 1997, the Treasury Department proposed regulations that deal,
in part, with transfers among affiliates in connection with reorganizations. FR
Doc 97-83, 52 Fed Reg. 361. While these proposals would not affect the
transaction described in this letter directly, they do indicate an
interpretation of existing authority that is consistent with the conclusions
stated above.

CONCLUSIONS

In our opinion, the acquisition of the assets of Target Parent and the
acquisition of the assets of Target Bank each will constitute reorganizations
within the meaning of section 368(a)(1)(A) (as amplified by section
368(a)(2)(D)) and section 368(a)(1)(C) respectively, of the Code. Consequently;

1. Under section 354(a) of the Code, shareholders of Target Parent and
shareholders of Target Bank will not recognize gain or loss upon the
receipt of Commerce voting stock in exchange for their stock in Target
Parent and Target Bank.

2. Neither Target Parent no Target Bank will recognize gain or loss as a
result of their transfers of assets to Commerce Holding and Commerce Bank.

3. Under section 358 of the Code, the basis of Commerce Bank's voting
stock in the hands of former shareholders of Target Parent and Target Bank
will equal the basis of the stock exchanged.

4. Under section 1223(1) of the Code, the holding period of Commerce Bank
voting stock received by shareholders (other than dealers) of Target Parent
and Target Bank will include the holding period of the stock exchanged.

5. The consummation of the transactions will not affect the basis or
holding period of the assets of either Target Parent or Target Bank.

6. Cash paid to holders of shares of Target Parent who dissent and cash
paid to holders of shares of Target Parent and Target Bank in lieu of
shares will be treated as proceeds from sales of shares on which gain or
loss will be recognized.

Except as otherwise set forth above, we express no opinion to any party to
the transactions as to the consequences of the consummation of the transactions
described in this letter. We consent to the filing of this opinion as an
exhibit to the Registration Statement and to references to the opinion and to
Blackwell Sanders Matheny Weary & Lombardi L.C. in the Prospectus. In giving
this consent, we do not admit or imply that we are in the category of persons
whose consent is required under Section 7 of the Securities Act of 1933. Except
as stated in this paragraph, this opinion is not to be used circulated, quoted
or otherwise referred to for any purpose without our express consent.

Very truly yours,

/s/ Blackwell Sanders Matheny Weary
& Lombardi L.C.

<PAGE>

EXHIBIT 23(A)

INDEPENDENT ACCOUNTANTS' CONSENT

Board of Directors
Commerce Bancshares, Inc.

We consent to incorporation by reference in the Registration Statement on
Form S-4 of Commerce Bancshares, Inc. of our report dated January 31, 1996,
relating to the consolidated balance sheets of Commerce Bancshares, inc. and
Subsidiaries as of December 31, 1995, 1994 and 1993, and the related
consolidated statements of income, cash flows and stockholders' equity for the
years then ended, which report appears in the December 31, 1995 annual report
on Form 10-K of Commerce Bancshares, Inc.

Kansas City, Missouri
February 14, 1997

<PAGE>

EXHIBIT 23(B)

INDEPENDENT ACCOUNTANTS' CONSENT

Board of Directors
Shawnee Bancshares, Inc.

We consent to the use of our report included in the Registration Statement
on Form S-4 of Commerce Bancshares, Inc. relating to the consolidated balance
sheets of Shawnee Bancshares, Inc. and subsidiary as of December 31, 1995 and
1994, and the related consolidated statements of earnings, stockholders'
equity and cash flows for the years in the two-year period ended December 31,
1995.

Kansas City, Missouri
February 14, 1997

<PAGE>

EXHIBIT 24

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned do hereby appoint J.
Daniel Stinnett and Jeffery D. Aberdeen, or either of them, attorney for the
undersigned and in the name of and on behalf of the undersigned to sign a
Registration Statement on Form S-4 to be filed by Commerce Banschares, Inc.,
together with any and all amendments which might be required from time to time
with respect thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, with respect to the acquisition of Shawnee
Bancshares, Inc. and The Shawnee State Bank with full power and authority in
either of said attorneys to do and perform in the name of and on behalf of the
undersigned every act whatsoever necessary or desirable to be done in
connection therewith as fully and to all intents and purposes as the
undersigned might or could do in person.

Executed this 7th day of February, 1997.
/s/ Georgio Balzer
- -------------------------------------------------------------------------------
Georgio Balzer

/s/ Fred L. Brown
- -------------------------------------------------------------------------------
Fred L. Brown

/s/ James B. Hebenstreit
- -------------------------------------------------------------------------------
James B. Hebenstreit

/s/ David W. Kemper
- -------------------------------------------------------------------------------
David W. Kemper

/s/ James M. Kemper, Jr.
- -------------------------------------------------------------------------------
James M. Kemper, Jr.

/s/ Terry O. Meek
- -------------------------------------------------------------------------------
Terry O. Meek

/s/ Robert H. West
- -------------------------------------------------------------------------------
Robert H. West

/s/ Jonathan M. Kemper
- -------------------------------------------------------------------------------
Jonathan M. Kemper