SUMMARY PLAN DESCRIPTION COMMERCE BANCSHARES
PARTICIPATING INVESTMENT PLAN (PIP)
Updated as of October 1, 2009
Table of Contents
Introduction
What is the Participating Investment Plan (PIP)?
Who is eligible to join the PIP?
What happens if I leave employment and come back?
Recognition of prior service with an acquired bank
What if I work for an affiliated bank or company that is not a "Participating Employer?"
How do I join PIP?
May I access my account on the internet or by telephone?
How does the PIP work?
How much may I contribute?
May I change the rate of my contributions?
May I suspend my contributions?
What happens if I go on an unpaid leave of absence?
What happens to my pre-tax contributions?
What are the Company matching funds?
Are rollover contributions permitted under the PIP?
What investment alternatives are available?
How are my accounts attributable to former CBI Employee Stock Ownership Plan maintained under Plan?
Can I change the investment of my PIP account?
How is the value of my accounts in each of the funds determined?
What does vesting mean?
What is a year of vesting service?
Forfeiture on Non-Vested Accounts
Loans
In-Service Withdrawals
Termination of Employment
How will the value of my accounts be distributed to me?
What about taxes on distributions made to me?
What happens to any non-vested portion of my employer matching and ESOP accounts?
Are forfeited amounts permanently lost?
What happens to my PIP in the event I die or am permanently and totally disabled?
Can I change my beneficiary?
May I assign or pledge my interest in the Plan?
What must I do to claim my benefits?
Can changes be made to the PIP after I join?
Other information regarding participant directed investments
Your rights under the plan
Plan Information
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INTRODUCTION
This booklet is for all employees of Commerce Bancshares, Inc. and participating employers (collectively the
"Company") who are eligible to participate in the Commerce Bancshares Participating Investment Plan (hereinafter
the "PIP or the "Plan"). It is designed to provide you with a summary of the PIP. This is not a substitute for the
actual plan documents which are the final authority with respect to the terms of the Plan.
WHAT IS THE PARTICIPATING INVESTMENT PLAN (PIP)?
The PIP is a qualified retirement plan designed to encourage and assist eligible employees of the Commerce
Bancshares companies to save regularly for retirement.
Through a combination of your contributions to the PIP, Company matching contributions and investment
experience, your PIP accounts can grow into a retirement "nest egg". However, the PIP is not intended to, nor will
it provide you with retirement or disability payments which are adequate to maintain a comfortable living standard
after retirement or in the event of disability. Consequently, if you participate in this Plan, you should recognize its
limited nature and provide additional ways to save for retirement or provide for yourself or your beneficiaries in the
event of death or disability.
The PIP is designed to help you save for retirement. Other types of savings plans are better suited for short term
savings or saving for a specific need other than retirement.
WHO IS ELIGIBLE TO JOIN THE PIP?
Employees who are at least age 21 will be eligible to join the Plan on the first day of each calendar quarter (i.e., the
three-month periods beginning January 1, April 1, July 1, or October 1) coinciding with or next following the date
on which the employee completes 30 days of eligibility service.
Leased employees and union employees are not eligible to participate in the PIP (unless, in the case of union
employees, the collective bargaining agreement provides for participation).
You may join the PIP as of any payroll date following your initial quarterly entry date. See “How Do I Join PIP”
below.
In general, all Commerce affiliated banks and companies are participating employers so that their employees are
eligible to become participants in the PIP.
WHAT HAPPENS IF I LEAVE EMPLOYMENT AND COME BACK?
If you were eligible to participate in the PIP when you left employment, you will be eligible to participate upon
your reemployment. If you were not eligible before you left, you will be eligible to participate after you have
completed the eligibility service requirements outlined above under "Who Is Eligible To Join The PIP," and your
service before you left will be taken into account.
RECOGNITION OF PRIOR SERVICE WITH AN ACQUIRED BANK
If you work for a business that is acquired by the Company by merger, consolidation or purchase of the outstanding
stock or assets of the business, you will be (i) immediately eligible to participate in the PIP on the effective date of
the acquisition and (ii) fully vested in your Accounts under the PIP unless the Administrator specifies otherwise in
a supplement to the PIP.
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WHAT IF I WORK FOR AN AFFILIATED BANK OR COMPANY THAT IS NOT A "PARTICIPATING
EMPLOYER?"
If you work for an affiliated bank or company that is not a participating employer, you will not be eligible to
participate in the PIP. If you are a participant in the Plan and then transfer to an affiliated bank or company that
does not participate in the Plan, you will become a limited participant and will not be eligible to make contributions
or to share in Company contributions until you are again employed by a participating employer.
HOW DO I JOIN PIP?
You may enroll in the PIP, at any time, by accessing the Fidelity website at www.401k.com or calling 1-800-8355095. You will also receive an enrollment booklet following your initial date of hire. Your actual date of
participation may be delayed until you have satisfied the PIP’s eligibility requirements. If you do not receive your
enrollment booklet, please contact Fidelity.
MAY I ACCESS MY ACCOUNT ON THE INTERNET OR TELEPHONE?
Your account information is available 24 hours a day at www.401k.com. You may also access your account by
calling 1-800-835-5095.
Once you're in the system, you can perform the functions described below:
•
change your rate of contribution
•
change the investment of your future contributions
•
change the investment of existing balances
•
find the balance in each of your accounts
•
apply for a participant loan
•
find outstanding loan balances
•
request a distribution, loan or withdrawal
After you request changes, you may either print an online confirmation or request that a written statement be sent to
your home address. You should carefully review any confirmation to ensure that it accurately reflects the
transaction you intended.
Except in unusual cases, transactions will be processed using account values as of the end of the business day on
which your request is received if Fidelity receives your request before 3:00 p.m., Central Time, on a business day.
Otherwise, account values will generally be determined as of the end of the next business day.
HOW DOES THE PIP WORK?
Through the PIP you may save a percentage of your salary on a regular basis through payroll deduction.
Your contributions to the Plan are made on a pre-tax basis and result in a reduction in taxable income for the year in
which they were made. Pre-tax contributions and any earnings which may accumulate are tax-deferred until
distribution. Although pre-tax contributions reduce the amount of your wages subject to income tax, social security
contributions and benefits are based on your wages without reduction for PIP contributions.
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Effective January 1, 1995, after-tax contributions are no longer permitted. Any after-tax accounts which you may
have under the Plan will continue to be maintained until such time as you request a distribution from the Plan.
HOW MUCH MAY I CONTRIBUTE?
You may contribute any whole percentage from 1% to 25% of your "compensation" to the PIP as your pre-tax
contributions. However, your contributions are limited each year to an indexed amount which may be adjusted
annually for inflation by the Internal Revenue Service ("IRS".) "Compensation" is generally defined to include
your total amount of earnings reportable on Form W-2 for Federal income tax withholding purposes, without
reduction for your elective contribution made to this Plan and the Commerce Bancshares Flexible-Cash Plan.
"Compensation" excludes any amounts paid or reimbursed to you for moving expenses, but only to the extent that
such amounts are believed to be deductible by you under Section 217 of the Internal Revenue Code.
"Compensation" also excludes any pay in excess of the maximum compensation limit determined annually by the
IRS.
If you are or will be age 50 or older before the close of any calendar year, you may also make a “catch-up”
contribution. A catch-up contribution is an amount which you may defer in excess of the otherwise applicable
deferral limit for a calendar year. This catch-up limit is determined by the IRS and is indexed for inflation.
MAY I CHANGE THE RATE OF MY CONTRIBUTIONS?
Yes. You may change the amount you contribute on a pre-tax basis at any time. The change will be effective as
soon as is administratively possible. To make such a change, you may use either the internet or the Fidelity Voice
system.
NOTE: Certain officers and highly compensated employees may not be permitted to increase their contributions
during the year and may be required to: a) decrease contributions; and/or b) receive a return of contributions.
Those restrictions are caused by the need to monitor the PIP's compliance with certain mathematical
nondiscrimination tests set forth in Sections 401(k) and 401(m) of the Internal Revenue Code. If you are subject to
this limit, you will be notified at an appropriate time.
MAY I SUSPEND MY CONTRIBUTIONS?
Yes. You may suspend your contributions (i.e., reduce your pre-tax contributions to zero) at any time and the
suspension will be effective as soon as is administratively possible. If you suspend contributions, you still remain a
participant in the PIP in the sense that you will continue to earn vesting service and your accounts will continue to
be invested in the PIP. In order to suspend contributions, please contact Fidelity. You may resume making pre-tax
contributions during the next or any succeeding month. (See "May I Change the Rate of My Contributions?")
WHAT HAPPENS IF I GO ON AN UNPAID LEAVE OF ABSENCE?
Your contributions (and company matching funds) will be automatically suspended if:
•
You are on an approved leave of absence such as military leave, educational leave, medical or family
leave, and
•
Compensation is not being paid to you.
However, your accounts will remain invested in the PIP during your leave of absence. Upon your return to active
employment, your contributions (and Company matching funds) will automatically resume at the rate in effect prior
to your leave.
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WHAT HAPPENS TO MY PRE-TAX CONTRIBUTIONS?
As soon as reasonably practicable after each pay period, your contributions and Company matching funds for that
period are deposited with the Trustee. Those funds are then invested for your benefit as you have directed.
WHAT ARE THE COMPANY MATCHING FUNDS?
In addition to the contributions you make to the PIP, the Company will make matching contributions based on the
following table:
Age plus years of employment as of the first
day of each plan year
Less than 45 years
45 to 59 years
60 or more years
Matching percentage for the plan year
50% of the participant’s elective pre-tax
contributions that do not exceed 7% of pay
75% of the participant’s elective pre-tax
contributions that do not exceed 7% of pay
100% of the participant’s elective pre-tax
contributions that do not exceed 7% of pay
For example, assume that your regular pay is $2,000 per payroll, your total age plus years of employment is
52 as of the beginning of the year, and you contribute 10% of your pay to the PIP as a pre-tax contribution.
Your service-based matching contribution would be $105.00 per payroll which is equal to $2,000 x 7% x
75%. If you only contributed 5% of your pay as a pre-tax contribution, your service-based match would
be $75.00 per payroll which is equal to $2,000 x 5% x 75%.
Commerce may also contribute a discretionary match based on Company performance. The additional benefit will
be based on Commerce meeting and/or exceeding Company budget goals. The contribution will be made following
each plan year based on established goals achieved by the company. You must be employed on December 31st to
receive the discretionary match for each year (unless you terminate employment due to death, disability or
retirement on or after attaining age 65).
Company matching funds are invested in the same manner that you select for your pre-tax contributions.
Your right to Company matching contributions is determined by your years of vesting service with the Company
which is further explained below under the "VESTING" section.
ARE ROLLOVER CONTRIBUTIONS PERMITTED UNDER THE PIP?
Yes. The Plan permits you to make rollover contributions by a transfer or rollover of an "eligible rollover
distribution" from a prior employer's 401(k), profit sharing, 403(b), or 457(b) retirement plan. You may also be
eligible to rollover amounts from an individual retirement account (IRA) which were previously transferred to the
IRA from a prior employer's retirement plan. Please contact Fidelity for additional information regarding rollover
contributions.
WHAT INVESTMENT ALTERNATIVES ARE AVAILABLE?
As a PIP participant, you are solely responsible for directing the investment of your contributions and any
Company matching funds. Participants may direct the investment of their accounts in 1% increments or multiples
among the various investment alternatives offered under the Plan. To direct investment changes, go to
www.401k.com or call 1-800-835-5095.
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Commerce common stock is included as one of the investment alternatives under the Plan as a unitized stock fund.
A unitized fund generally means that a portion of the investment is held in cash in order to fund distributions,
investment transfers, etc. The portion of the PIP that is invested in Commerce stock is designated as an "employee
stock ownership plan" and is subject to the following special provisions:
•
The Plan provides that any dividends paid on Commerce stock credited to your accounts may be distributed
directly to the participants or reinvested in the Plan. Such dividends will be automatically reinvested in
your stock account under the Plan unless you make an affirmative election to receive payment of the
dividends directly. If you want to receive payment of your dividends instead of having them credited to
your stock account under the Plan, please contact Fidelity at www.401k.com or 1-800-835-5095. To
minimize distribution costs, your election to receive payment of your dividends will be subject any
minimum dollar amount established by the Administrator.
•
You are entitled to direct the Trustee as to the manner of voting all shares of Commerce stock allocated to
your account. Any shares for which the Plan receives no voting instructions will be voted based on
directions from the Company.
HOW ARE MY ACCOUNTS ATTRIBUTABLE TO THE FORMER COMMERCE BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN MAINTAINED UNDER THE PLAN?
Effective January 1, 1995, the Commerce Bancshares, Inc. Employee Stock Ownership Plan (the "ESOP") was
merged into the PIP. Pursuant to this merger, your account balances under the ESOP are now maintained under an
ESOP Account. The ESOP Account was credited with the value of your accounts in the ESOP as of January 1,
1995 that were invested in Commerce stock.
CAN I CHANGE THE INVESTMENT OF MY PIP ACCOUNTS?
Yes. You are solely responsible for the investment of your entire account balance under the PIP (including your
ESOP Account, if any). You may change your investment allocations with respect to future contributions and/or
existing account balances at any time. All investment elections must be implemented through Fidelity at
www.401k.com or 1-800-835-5095.
In making your investment elections, you are encouraged to consider diversifying your investment portfolio. By
diversifying your portfolio, your investment performance should fluctuate less because losses from some
investments are offset by gains in others. Therefore, you should have less risk than if you put all your money in one
type of investment, such as stocks and bonds. Diversification also may make sense because no single asset class
performs best in all economic environments. For example, in a diversified portfolio, a decline in U.S. bonds may be
offset by good performance from international stocks.
Any change in your investment elections will be implemented as soon as is reasonably practicable following the
receipt of your direction; unless an administrative delay is necessary due to accounting, liquidity, or other
investment impediments that may arise. Changes of investment election will be based on account values as of the
end of the day on which the transaction is processed.
HOW IS THE VALUE OF MY ACCOUNTS IN EACH OF THE FUNDS DETERMINED?
The value of your accounts in the investment funds offered under the PIP are valued as of each business day based
on the fair market value of each fund. You may review your account balance by accessing www.401k.com or
calling 1-800-835-5095. You will also receive quarterly statements.
WHAT DOES VESTING MEAN?
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Vesting refers to your nonforfeitable right to funds in your accounts.
As a PIP participant you are always 100% vested in (have full entitlement to) your own contributions and any
earnings on those contributions.
Your vested interest in Company matching funds will generally be determined by your years of vesting service with
the Company. The vesting schedule applicable to your pre-tax Company matching funds account (the "pre-tax
match") is as follows:
Yrs. of vesting service
Less than 3
3 or more
Percentage vested
0%
100%
The vesting schedule applicable to your after-tax Company matching funds account (the "after-tax match") and
your ESOP accounts (if applicable) is as follows:
Yrs. of vesting service
Less than 3 yrs
3, but less than 4
4, but less than 5
5, but less than 6
6, but less than 7
7 or more
Percentage vested
0%
20%
40%
60%
80%
100%
NOTE: You will become fully vested in the value of all your Company accounts (after-tax match, ESOP account,
and pre-tax match) in the event of your death, permanent and total disability, or retirement on or after age 65,
regardless of your years of vesting service. In addition, you will be 100% vested in any dividends credited to your
account that are attributable to Commerce stock.
WHAT IS A YEAR OF VESTING SERVICE?
A year of vesting service generally is each Plan year (i.e., each twelve-month period ending December 31) during
which you earn at least 1,000 hours of service Hours of service are generally credited for each hour you are paid,
including both time actually worked and time not worked, such as vacations, holidays, sickness or other paid
absences (hours credited are limited, however, to no more than 501 for any such period during which you were paid
but not actually working). The method for determining hours of service for periods of time actually worked will
depend upon whether you are an hourly or salaried employee. You will also be credited with hours of service
during an authorized "leave of absence" without pay due to an illness, maternity, education, or other cause
approved by your employer at the rate of 83 1/3 hours per month.
The following years are not counted as years of service for vesting:
1. Years prior to the year in which you reach age 18.
2. Years prior to a break in service (a year in which you were not credited with more than 500 hours of service), if
at the time of the break you had less than three years of vesting service and your break in service is five years
or more. You will not incur a break in service in the first Plan year during which you earn less than 500 hours
because of a "maternity or paternity" absence (i.e., absence due to pregnancy of an employee, birth of your
child, your adoption of a child or your caring for such child immediately following birth or adoption.)
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Generally, no more than 2 years of vesting service will be credited for any period of a person's employment prior to
the time a bank or company became affiliated with Commerce Bancshares, Inc. However, if the plan of such
acquired bank or company was merged with PIP, then all service with the acquired entity will count toward PIP
vesting.
“Hours of service” are generally credited for each hour you are entitled to payment for your services, including paid
time off such as during vacations, holidays, sickness or other leaves of absence.
FORFEITURE OF NON-VESTED ACCOUNTS
Following termination of employment, the non-vested portion of your PIP accounts will be forfeited upon the
earlier of (i) distribution of your vested balance or (ii) the occurrence of a five-year break in service. A “break in
service” generally means any calendar year during which you have completed fewer than 501 hours of service.
However, in determining whether a break in service has occurred, if you are absent from work due to pregnancy or
the birth or placement for adoption of a child (or to care for such child beginning immediately after such birth or
placement for adoption), you will continue to receive credit for hours performed up to a maximum of 500 hours.
Forfeitures generally are used to offset Company matching contributions to other participants' accounts.
LOANS
You may borrow funds from your vested PIP accounts by contacting Fidelity at www.401k.com or 1-800-8355095. Any such loan is treated as an investment of your accounts from which the loan proceeds are distributed.
Funds borrowed are not taxable income, unless the loan goes into default.
Generally, the following loan procedures and restrictions apply:
•
No more than two loans may be outstanding at any time.
•
No loan shall be for less than $500 and loans may not be made that will, when added to the highest
loan balance outstanding during the one year period ending on the day before the new loan is made,
exceed the lesser of:
i. $50,000 (reduced by the excess, if any, of highest outstanding balance of loans during the 1-year
period ending on the day before the loan date, over the outstanding balance of all loans on the
day the loan is made)
OR
ii. 50% of the balance of your vested accounts (other than your ESOP Account).
•
The period of the loan shall be selected by you so long as it does not exceed the maximum period
established by rules of the Administrator. In any event, the loan must be paid in full upon termination
of employment. You may prepay the loan in full or in part at any time.
•
The interest rate on the loan will be fixed and equal to the Commerce prime rate plus 1%.
•
If your loan is in default at any time following your termination of employment, the Administrator will
offset the portion of your vested account balance pledged as security for the loan by the amount of the
loan and accrued interest. The Administrator will then treat the loan as repaid to the extent of the
permissible offset.
IN-SERVICE WITHDRAWALS
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The PIP is designed to help fund retirement savings. Therefore, withdrawal of funds for reasons other than
termination, retirement, death or permanent and total disability is discouraged.
However, if you previously participated in the PIP on an after-tax basis, you may withdraw all or any part of your
after-tax contributions account. You may also withdraw the vested portion of your after-tax match account and
forfeit the remaining non-vested balance. Again, please note that effective January 1, 1995, after-tax contributions
are no longer permitted under the Plan.
NOTE: Distributions from your after-tax contribution account and your after-tax match account are subject to
taxation to the extent such distributions include the match and earnings on your contributions or match. The
taxable amount is subject to taxation as ordinary income and, if you are under age 59-1/2, a 10% penalty tax. You
may be able to rollover the taxable amount to an IRA or to another qualified retirement plan to avoid the taxes and
penalties. You should discuss rollover and other tax issues with your tax advisor.
NOTE: You do not have the ability to withdraw from your pre-tax contributions account or pre-tax match account
while actively employed. Distribution from these accounts is available only at termination, death, permanent and
total disability and retirement.
TERMINATION OF EMPLOYMENT
You may elect to receive your benefits in a single lump sum as soon as reasonably practicable following your
termination of employment and receipt of your election. You must contact Fidelity at www.401k.com or 1-800835-5095 to request the distribution.
The general rule is that benefits distributable from your accounts shall be paid after you reach normal retirement
age (the later of the date you are no longer employed by the Company or age 65,) or as soon as thereafter as is
reasonably practicable. Alternatively, you may elect to receive your distribution on a date you specify following
the month in which you terminated employment or otherwise became entitled to a distribution.
Generally, no distribution may be made to you more than 180 days or less than 30 days after you have received
notice of your distribution rights under the Plan, including your right to delay distribution of your accounts.
However, your distribution may commence less than 30 days after you have received notice of your distribution
rights if you affirmatively elect in a manner acceptable to the Administrator to receive your distribution before the
30-day period has expired.
If your vested account balance does not exceed $5,000, your account will be automatically distributed to you
without your consent following your termination of employment. This distribution is a referred to as a mandatory
cash-out. You may be eligible to rollover your mandatory cash-out to an IRA or another employer plan in the form
of a “direct rollover” and thereby avoid immediate taxation of your benefits.
If your vested account balance is greater than $1,000 but does not exceed $5,000, then your account will be
automatically rolled over to an IRA established on your behalf at Fidelity unless you make an affirmative election
to (i) receive payment of your benefit directly or (ii) have your benefit rolled over to another individual retirement
plan or another employer’s qualified retirement plan. Once your vested account has been transferred out of the
Plan, you will no longer be considered a participant in the Plan. You will be solely responsible for directing the
investment of your IRA and must contact the Fidelity directly to do so.
HOW WILL THE VALUE OF MY ACCOUNTS BE DISTRIBUTED TO ME?
Your interest in any non-Company stock accounts will be distributed in cash. Any distribution from your Company
stock accounts will be paid in cash, unless you elect to receive the distribution in the form of stock, in which case,
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whole shares of stock will be distributed to you to the extent your interest in the Company Stock Fund is actually
invested in whole shares of stock, and cash will be paid for any fractional shares of stock and for the portion of
your interest in the Company Stock Fund that is not invested in Company stock.
WHAT ABOUT TAXES ON DISTRIBUTIONS MADE TO ME?
Existing Federal income tax laws do not require you to report as income your pre-tax contributions or your
Company matching contributions allocated to your accounts. However, when the PIP later distributes your account
balances to you, such as upon your retirement, you must report as income the distributions you receive. Also, it
may be possible for you to defer Federal income taxation of a distribution by making a "rollover" contribution to
your own individual retirement account or to another qualified plan. You should consult your own tax advisor with
respect to the proper method of reporting any distribution you receive from the Plan.
WHAT HAPPENS TO ANY NON-VESTED PORTION OF MY EMPLOYER MATCHING AND ESOP
ACCOUNTS?
Any non-vested percentage of your after-tax match accounts, pre-tax match accounts and ESOP accounts shall be
forfeited upon distribution. Such forfeitures shall be used to offset company matching contributions to other
participants' accounts.
ARE FORFEITED AMOUNTS PERMANENTLY LOST?
Generally, yes. However, if you resume your participation in the Plan following re-employment prior to five
consecutive one year breaks in service, or resume your participation following a voluntary termination during
continued employment, and if you elect to repay the total amount distributed to you within five years after reemployment or resumption of participation, the portion of your Company matching accounts that had been forfeited
will be reinstated and reaccredited to your accounts. Neither the total amount you repay nor the reinstated
forfeitures is adjusted for interest or earnings.
WHAT HAPPENS TO MY PIP IN THE EVENT I DIE OR AM PERMANENTLY AND TOTALLY
DISABLED?
If you die, your beneficiary is entitled to the full value of your accounts under the PIP, including any Company
matching funds and the ESOP Account. If you were married at the time of your death, your beneficiary will be
your surviving spouse unless your spouse has consented in a notarized writing to your designation of another
beneficiary.
If you become totally and permanently disabled, you will be entitled to the full value of your accounts under the
PIP, including any Company matching funds and the ESOP Account.
CAN I CHANGE MY BENEFICIARY?
Yes. You can change your beneficiary designation at any time (subject to your spouse’s consent, if applicable).
Beneficiary designations should be implemented through Fidelity at www.401k.com or 1-800-835-5095.
MAY I ASSIGN OR PLEDGE MY INTEREST IN THE PLAN?
No. As required by law, the Plan contains a "spendthrift clause" which prevents you from assigning, borrowing
against, pledging or otherwise encumbering your interest in the Plan, other than as discussed with respect to
"Loans" (see above). In addition, your creditors (except in the case of alimony or child support payments) cannot
reach your interest in the Plan to satisfy your debts. An exception to this rule is that the Administrator must honor a
qualified domestic relations order which is a decree or order issued by a court that obligates you to pay child
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support or alimony or otherwise allocates a portion of your assets in the Plan to your spouse, former spouse, child
or other dependent. A copy of the Plan’s procedures for handling qualified domestic relations orders is available
from Fidelity.
WHAT MUST I DO TO CLAIM MY BENEFITS?
If any claim for benefits is denied under the PIP, you may request a review of the denied claim by submitting a
written request within 60 days (or 180 days in the case of a disability claim) after the denial to the Claims Review
Committee. Such request should be delivered to the Administrator. You also have the right (after requesting
review of your claim) to review and/or copy, without charge, the related documents and submit issues and
comments in writing. The denial will be reviewed by the member or members of the Claims Review Committee
who did not consider your original claim. A hearing may also be held if such members of the Claim Review
Committee believe a hearing is necessary.
The decision on your claim of the member or members of the Claims Review Committee will be sent to you in
writing within 60 days (or 45 days in the case of a disability claim) and, in the case of a denial, will explain the
specific reasons for the decision and point out the sections of the Plan which are pertinent to your claim. The 60 or
45 day period may be extended upon notice to you, but not beyond 120 days (or 90 days in the case of a disability
claim) after the receipt of a request for a review.
If the determination involves a claim of disability, the following additional rules apply to an appeal. First, you will
be provided the identity of any medical or vocational experts whose advice was obtained in connection with the
determination, whether or not the advice was relied on by Claims Review Committee. Second, any health care
professional who is engaged for a consultation on appeal will be a different person from and not subordinate to any
health care professional who the Claims Review Committee consulted for the initial determination.
If you wish to pursue your claim to a benefit still further, you may only do so if you exhaust all of the claims
procedures outlined above and the legal action is commenced within 90 days after a decision on review is denied.
CAN CHANGES BE MADE TO THE PIP AFTER I JOIN?
Yes. Commerce Bancshares, Inc. reserves the right to amend, suspend or terminate the PIP at any time. However,
any such changes are not permitted to decrease your vested rights in the PIP and, if the PIP is terminated, you will
be fully vested in the value of all of your accounts.
OTHER INFORMATION REGARDING PARTICIPANT DIRECTED INVESTMENTS
As a general rule, the Plan's Trustee is responsible for investing the Plan's assets. However, if the Plan meets the
requirements under Section 404(c) of the Employee Retirement Income Security Act of 1974 (ERISA), as
amended, the law relieves the Trustee and other plan fiduciaries of at least part of this responsibility. A "404(c)
plan" permits participants to direct the investment of plan assets according to the rules of ERISA Section 404(c).
The PIP intends to qualify as a 404(c) plan. As a result, the Plan's fiduciaries will not be liable for losses which are
the direct and necessary result of investment instructions made by you. In accordance with Section 404(c) of
ERISA, you have the right to receive the following information upon request to Fidelity.
•
•
A narrative of the annual operating expenses of each investment alternative under the Plan, including
investment manager fees, administrative fees, and transaction costs, which reduce the rate of return to the
participant.
Copies of prospectuses, financial statements and reports, and other materials related to the investment
alternatives to the extent the information is provided to the Plan.
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•
•
•
With respect to each investment alternative under the Plan, a list of assets comprising the portfolio of the
alternative that includes Plan assets and the value of the assets; and if the asset is a fixed rate investment
contract, the name of the issuer of the contract, the term of the contract, and the rate of return on the
contract.
The value of shares or units and past and current investment performance of each available alternative, net
of expenses.
The value of the shares or units held in the particular participant’s account.
Voting, tender and similar rights: The Trustee has the authority under the PIP to exercise voting, tender or similar
rights with respect to securities other than Company stock held within the trust fund. Each participant or
beneficiary will be entitled to direct the Trustee with regard to the exercise of voting, tender or similar rights
attributable to Company stock allocated to his or her accounts.
Confidentiality with respect to Company stock: As indicated above under "WHAT INVESTMENT
ALTERNATIVES ARE AVAILABLE?", you have the option of investing your accounts in common stock of
Commerce Bancshares, Inc. Assuming that you choose to do so, the Administrator and the Trustee have
established procedures to ensure that your investment remains confidential. For example, only a limited number of
persons, e.g., the Trustee and administrative personnel appointed, employed or retained by the Trustee, will have
access to information regarding your investment in Company stock. Such restricted information includes any
records of any purchase, sale or retention of Company stock under the PIP on your behalf, and any voting, tender
and similar rights exercised by you. Management staff of the Company will not have access to these records except
as necessary in providing services to the Plan. In the event of any circumstance which involves potential for undue
Company influence, including tender offers, exchange offers or contested board elections, the Administrator will
appoint an independent plan fiduciary to administer these activities. The Administrator will monitor the
effectiveness of these procedures. The Administrator will establish any new procedures that become necessary, and
will advise you regarding those procedures.
Please contact Fidelity with any questions you may have regarding Section 404(c) of ERISA and your rights
thereunder.
YOUR RIGHTS UNDER THE PLAN
As a participant in the Plan, you are entitled to certain information and have certain rights and protections under the
Employee Retirement Income Security Act of 1974 (ERISA). ERISA provides that you are entitled to:
•
Examine, without charge, copies of all documents governing the Plan and a copy of the latest annual
report (Form 5500 series) filed by the Plan with the U.S. Department of Labor and available at the
Public Disclosure Room of the Employee Benefits Security Administration.
•
Obtain copies of all Plan documents and other Plan information upon written request to the
Administrator. A reasonable fee may be charged for these copies.
•
Receive a summary of the Plan’s annual financial report. The Administrator is required to furnish each
participant with a copy of this summary annual report.
•
Obtain a statement showing your account balance. This statement will be provided once a year, and
will be furnished without charge.
In addition to creating rights for participants, ERISA imposes duties upon the persons who are responsible for the
operation of the Plan. The persons who operate the Plan are called “fiduciaries” and have a duty to operate the Plan
prudently and in the interest of you and other Plan participants and beneficiaries. No one, including your
Employer, may fire you or otherwise discriminate against you in any way to prevent you from obtaining a benefit
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or exercising your rights under ERISA. If your claim for a benefit is denied in whole or in part you must receive a
written explanation of the reason for the denial. You have the right to have the Administrator review and
reconsider your claim.
Under ERISA, there are steps you can take to enforce the above rights. For instance, if you request any of the
materials listed above from the Administrator and do not receive them within 30 days, you may file suit in a federal
court. In such a case, the court may require the Administrator to provide the materials and pay you up to $110 a
day until you receive the materials, unless the materials were not provided because of reasons beyond the control of
the Administrator.
If your claim for benefits is denied or ignored, either in whole or in part, you may file suit in a state or federal court.
In the event that Plan fiduciaries misuse the Plan’s funds, or if you are discriminated against for asserting your
rights, you may seek assistance from the U.S. Department of Labor, or file suit in a federal court. In addition, if
you disagree with the Plan’s decision or lack thereof concerning the qualified status of a domestic relations order,
you may file suit in Federal court. The court will decide who should pay court costs and legal fees. If you are
successful the court may order the person you have sued to pay these costs and fees. But if you lose, the court may
order you to pay these costs and fees if, for example, it finds your claim is frivolous.
Any questions concerning the Plan should be directed to the Administrator. Additional information about this
statement or your rights under ERISA may be obtained from the nearest Office of the Employee Benefits Security
Administration, U.S. Department of Labor, listed in your telephone directory or the Division of Technical
Assistance and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution
Avenue, N.W., Washington, D.C. 20210. You may also obtain certain publications about your rights and
responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.
PLAN INFORMATION
1. Name of Plan:
Commerce Bancshares Participating Investment Plan Called "PIP" or "Participating Investment Plan" Plan
Number 002
2. Type of Plan:
Defined contribution plan. For this reason the benefits of the Plan are not insured by the Pension Benefit
Guaranty Corporation under Title IV of ERISA.
3. Sponsored By:
Commerce Bancshares, Inc. (Employer Identification Number 43-0889454)
4. Participating Employers:
A current list of the participating employers at any time may be obtained upon written request to the Plan
Administrator and is available for examination at the principal office of any participating employer.
5. Plan Administrator:
Retirement Committee of Commerce Bancshares, Inc.
8000 Forsyth Blvd., Suite 910
St. Louis, MO 63105
Phone: (314) 726-2255
Under the terms of the Plan, the Plan Administrator has the exclusive power and discretion to construe and
interpret the terms of the PIP and to determine all questions that arise thereunder, including, but not limited to,
questions regarding eligibility, vesting and entitlement to, the kind and amount of benefits.
6. Name and Address of Person for Service of Legal Process:
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Commerce Bancshares, Inc.
ATTN: General Counsel
8000 Forsyth Blvd., Suite 910
St. Louis, MO 63105
Service must also be made upon the Trustee.
7. Trustee:
Commerce Bank, N.A.
8000 Forsyth Blvd., Suite 910
St. Louis, MO 63105
8. Plan Year:
January 1 - December 31
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