COMMERCE BANCSHARES, INC. COMMON STOCK (PAR VALUE $5.00) EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • February 27th, 2009 • Commerce Bancshares Inc /Mo/ • State commercial banks • New York
Commerce Bancshares, Inc., a Missouri corporation (the “Company”), proposes to issue and sell through Morgan Stanley & Co. Incorporated, as sales agent (the “Manager”), on the terms set forth in this equity distribution agreement (this “Agreement”), shares (the “Shares”) of its common stock, par value $5.00, having aggregate gross sales proceeds of up to $200,000,000. The shares of common stock, par value $5.00, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock”.
