Exhibit 10.1

COMMERCE BANCSHARES, INC.

		Commerce Bancshares, Inc.
		ID : 430889454
Stock Appreciation Rights		1000 Walnut Street
Agreement		Kansas City, Missouri 64106
Participant		SAR Number:
<<Name>>
<<Street address>>		ID:<<SSN>>
<<City>> <<State>> <<Zip Code>>

Effective                      under the Commerce Bancshares, Inc. (the “Company”) 2005 Equity Incentive Plan (the “Plan”), you have been granted stock appreciation rights (SAR) pertaining to                       shares of Company $5.00 par value Common Stock (“Common Stock”) at an Exercise Price of $                    per share, which is the closing price on the grant date.

The total exercise price of the fully vested SAR granted is $                      .

This SAR will become vested and subject to exercise, in whole or in part, and will expire according to the schedule shown below:

Shares		Vest Type		Full Vest		Expiration
<<# of shares>>		On Vest Date		<<date>>		<<date>>
<<# of shares>>		On Vest Date		<<date>>		<<date>>
<<# of shares>>		On Vest Date		<<date>>		<<date>>
<<# of shares>>		On Vest Date		<<date>>		<<date>>

ADDITIONAL TERMS AND CONDITIONS

WHEREAS, the Participant is an Employee of the Company and the Company desires to encourage the Employee to own Shares as an incentive to advance the interests of the Company and in furtherance thereof Company wishes to grant the Participant a Stock Appreciation Right (“SAR”) under terms and conditions established by the Board of Directors.

NOW, THEREFORE, in consideration of these premises, the parties agree that the following, along with the terms and conditions set forth in the Plan, shall constitute the Agreement between the Company and the Participant:

	1.		Definitions. Capitalized terms used in this Agreement but not defined herein shall have the meaning set forth in the Plan.
	2.		Grant and Exercise of SAR. Subject to the terms and conditions set forth in this Agreement and in the Plan, the Company hereby grants to the Participant a SAR that relates to the stock appreciation, if any, as described above. The stock appreciation for the SAR is the amount by which the Fair Market Value of the underlying Shares on the date of exercise of this SAR exceeds the Exercise Price of the SAR. Upon exercise of all

or any portion of the SAR, the Participant shall receive the stock appreciation with respect to the portion of the SAR exercised, payable to the Participant in Shares, based on the Fair Market Value of the Shares on the date of exercise. This SAR shall vest and become exercisable as follows:

	(a)		25% of the SAR on and after one year from the grant date;
	(b)		an additional 25% of the SAR on and after two years from the grant date;
	(c)		an additional 25% of the SAR on and after three years from the grant date; and
	(d)		the remaining 25% of the SAR on and after four years from the grant date, so that all the SAR granted in this paragraph and not previously exercised shall become exercisable, provided however that this SAR shall expire ten years from the grant date or upon other events as otherwise provided in the Plan after which no portion of the SAR shall be exercisable.

3. Notice of Exercise.

	(a)		Subject to the provisions of Paragraph 2 above, the Participant may exercise part or all of the exercisable SAR by giving written notice to the Company at the address provided above, specifying the number of Shares as to which the SAR is to be exercised.
	(b)		All obligations of the Company under this Agreement shall be subject to the rights of the Company to withhold amounts required for any taxes, if applicable. The Participant may elect to satisfy any tax withholding obligation of the Company with respect to the SAR by having Shares withheld up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state and local tax liabilities.

4.		Restrictions on Transfer or Other Dispositions. No SAR may be transferred or otherwise disposed of except as provided in the Plan.
5.		Issue of Shares . The Company shall not be required to issue or transfer any certificates for Shares upon exercise of this SAR until all applicable requirements of law have been complied with and such Shares shall have been duly listed on any securities exchange on which the Shares may then be listed.
6.		Change in Capital Structure . This SAR shall not affect the right of the Company or any Affiliate thereof to reclassify, recapitalize or otherwise change its capital or debt structure or to merge, consolidate, convey any or all of its assets, dissolve, liquidate, windup, or otherwise reorganize. The Exercise Price and the number of shares covered by this SAR will be adjusted to reflect any change in capital structure associated with a stock split or dividend.
7.		Change in Control . In the event there is a Change of Control of the Company, any unexercised portion of this SAR shall become immediately exercisable and all restrictions shall be removed at the time of a Change in Control.

8.		Committee Authority . Any questions concerning the interpretation of this Agreement or the Plan, and any controversy which arises under this Agreement or the Plan shall be settled by the Committee in its sole discretion. All determinations and decisions of the Committee shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law.
9.		Plan Controls . The terms of this Agreement are governed by the terms of the Plan and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.
10.		Notice . Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered or sent by mail. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date which it was personally delivered, or, whether actually received or not, on the third business day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address which such person has theretofore specified by written notice delivered in accordance herewith. The Company or Participant may change, at any time and from time to time, by written notice to the other, the address previously specified for receiving notices. Until changed in accordance herewith, the Company and the Participant specify their respective addresses as shown above.
11.		Information Confidential . As partial consideration for the granting of this SAR, the Participant agrees that he will keep confidential all information and knowledge that he has relating to the manner and amount of his participation in the Plan, provided, however, that such information may be disclosed as required by law and may be given in confidence to the Participant’s spouse, tax and financial advisors, or to a financial institution of the extent that such information is necessary to secure a loan.
12.		Governing Law. Where applicable, the provisions of this Agreement shall be governed by the contract law of the State of Missouri.

By your signature and the Company’s signature below, you and the Company agree that this SAR is granted under and governed by the terms and conditions of the Plan as amended and the SAR Agreement.

Commerce Bancshares, Inc.		Date
Grantee		Date

Exhibit 10.2

COMMERCE BANCSHARES, INC.
RESTRICTED STOCK AWARD AGREEMENT

     This Restricted Stock Award Agreement (the “Agreement”) is made this «Date», by and between COMMERCE BANCSHARES, INC. (the “Company”), and «Name» (the “Grantee”), and evidences the grant by the Company of a Restricted Stock Award (the “Award”) to the Grantee on «Date_1» (the “Date of Grant”), and the Grantee’s acceptance of the Award in accordance with the provisions of the Commerce Bancshares, Inc. 2005 Equity Incentive Plan (the “Plan”) which is incorporated herein by reference. Defined terms used herein shall have the same meaning as used in the Plan. The Company and the Grantee agree as follows:

     1.  Shares Awarded and Restrictions on Shares . The Grantee is hereby awarded «No_of_Shares» shares of the Company’s Common Stock, Five Dollars ($5.00) par value (the “Restricted Shares”) subject to forfeiture and to the restrictions on the rights of sale and transfer set forth in this Agreement and is further subject to the terms and conditions of the Plan, which are hereby incorporated in this Agreement by reference . As used herein the term “Restricted Shares” shall include all shares of Commerce Common Stock issued in respect to the Restricted Shares which result from stock splits, stock dividends, division of shares, or other capital structure changes.

     2.  Sale or Transfer Restrictions . Except as set forth in Paragraph 6 and Paragraph 11, the Restricted Shares shall be owned by the Grantee without the rights of sale or transfer and subject to forfeiture as provided in Paragraph 3 until «End_Date» when such restrictions shall lapse.

     3.  Forfeiture . Except as provided in Paragraph 6, Paragraph 10, and Paragraph 11, in the event the Grantee’s continuous employment with the Company or any of its Subsidiaries terminates prior to the date specified in Paragraph 2, the Restricted Shares will be forfeited by the Grantee and become the property of the Company. The Compensation and Human Resources Committee of the Board of Directors of the Company (the “Committee”) shall determine the effect of an approved leave of absence and all questions related to “continuous employment” hereunder.

     4.  Shares of Record . The Company will cause the number of awarded shares to be recorded in book entry format in the name of the Grantee on the shareholder records of the Company. No certificate or certificates evidencing the Restricted Shares will be issued in the name of the Grantee until such time as the restrictions shall lapse. By execution of this agreement and the acceptance of the Restricted Shares, Grantee authorizes the Company to cause the cancellation of the Restricted Shares in the event of forfeiture. If requested by Company the Grantee will deliver to the Company a stock power, executed in blank, covering the Restricted Shares. When the prohibited sale and transfer restrictions lapse under Paragraph 2, with respect

to the Restricted Shares, provided the Restricted Shares have not been forfeited under Paragraph 3, the Company shall deliver to the Grantee a stock certificate for the Restricted Shares.

     5.  Voting and Other Rights of Restricted Shares . Upon the book entry in the records of the Registrar representing the Restricted Shares, the Grantee shall have all of the rights of a stockholder of the Company, including the right to receive dividends (excluding stock dividends during the restriction period) and to vote the Restricted Shares until such shares may have been forfeited to the Company as provided in Paragraph 3.

     6.  Acceleration of Release of Restrictions . In the event the Grantee’s employment shall be terminated by reason of death or disability (as defined in the Plan), the forfeiture and prohibited sale and transfer restrictions of the Restricted Shares shall immediately lapse as to that part of an Award which equals the portion of the Restriction Period, measured in full and partial months, completed before the date of death or disability of the Grantee. In such case, Grantee shall forfeit the remainder of the Award in accordance with Section 3 at the termination date.

     7.  Taxes . The Grantee will be solely responsible for any federal, state, local or payroll taxes imposed in connection with the granting of the Restricted Stock or the delivery of the shares pursuant thereto, and the Grantee authorizes the Company or any Subsidiary to make any withholding for taxes which the Company or any Subsidiary deems necessary or proper in connection therewith.

     The Grantee may satisfy the withholding requirements by electing to have the Company withhold shares having a value equal to the amount required to be withheld with such value based on the last sale price of the Common Stock reported by NASDAQ on the date the amount of tax to be withheld is to be determined.

     8.  Beneficiary . The Grantee may designate a beneficiary or beneficiaries and may change such designation from time to time by filing a written designation thereof with the Secretary of the Company. No such designation shall be effective unless received prior to the death of the Grantee. In the absence of such designation or if the beneficiary so designated shall not survive the Grantee, the certificate or certificates shall be delivered to the estate of the Grantee.

     9.  Changes in Circumstances . It is expressly understood and agreed that the Grantee assumes all risks incident to any change hereafter in the applicable laws or regulations or incident to any change in the market value of the Restricted Shares after the date hereof.

     10.  Qualifying Retirement . If the Grantee retires prior to the date set forth in Paragraph 2, and if such retirement constitutes Qualifying Retirement, and if the Grantee complies with the “Covenant Not to Compete” set forth in this Paragraph 10, then on the date set forth in Paragraph 2, Grantee will become fully vested in that part of an Award which equals the portion of the Restriction Period (measured in full and partial months) completed before the date of Qualifying Retirement. In such case, the Grantee shall forfeit the remainder of the Award in accordance with Section 3 at the time of the Qualifying Retirement. The sale or transfer

restrictions shall continue to apply until the date set forth in Paragraph 2. If the Grantee violates the Covenant Not to Compete (discussed below) the portion of the Award which may vest upon the date set forth in Paragraph 2 shall be forfeited. Should the Grantee die or become disabled (as defined in the Plan) after the date of his Qualifying Retirement but prior to end of the Restriction Period, he will immediately vest in the portion that he would otherwise receive under this paragraph.

     “ Covenant Not to Compete .” Grantee agrees that for the period beginning on the date of his Qualifying Retirement and ending on the date set forth in Paragraph 2, Grantee will not directly or indirectly compete with the Company or a Subsidiary, become employed as an agent, consultant, employee, officer, or director of (i) a commercial bank, savings and loan association, savings bank, trust company, investment banking firm, stock brokerage company, financial services company, or insurance company with an office located within thirty-five (35) miles of any facility of the Company or a Subsidiary of the Company located in the Standard Metropolitan Statistical Area in which the Grantee’s office was located at the time of the Qualifying Retirement (the “Defined Area”), or (ii) a bank holding company (as defined in the Bank Holding Company Act, 12 U.S.C. Section 1841) or other company which is in the business of lending money which has an office, or a subsidiary with an office, located in the Defined Area.

     11.  Change in Control . In the event of a Change in Control, the forfeiture and prohibited sale and transfer restrictions shall immediately lapse as to Restricted Shares that were not forfeited prior to the occurrence of the Change in Control.

     12.  Committee Authority . Any questions concerning the interpretation of this Agreement or the Plan, and any controversy which arises under this Agreement or the Plan shall be settled by the Committee in its sole discretion. All determinations and decisions of the Committee shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law.

     13.  Plan Controls . The terms of this Agreement are governed by the terms of the Plan and in the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall control.

     14.  Governing Law . Where applicable, the provisions of this Agreement shall be governed by the contract law of the State of Missouri.

     To confirm the foregoing, please sign and return one copy of this Agreement immediately.

		COMMERCE BANCSHARES, INC.
		By:
				Vice Chairman

Agreed to:

      Grantee

     The undersigned Grantee hereby designates ______ as beneficiary which designation shall continue until a written change of designation of beneficiary shall have been filed with the Secretary of the Company.

		Grantee