COMMERCE BANCSHARES, INC. SIGNS DEFINITIVE AGREEMENT TO PURCHASE THE VAUGHN GROUP, INC.

December 23, 2002 - Commerce Bancshares, Inc. announced that it signed a definitive agreement to purchase The Vaughn Group, Inc., a direct lessor of equipment based in Cincinnati, Ohio. The Vaughn Group, Inc. (Vaughn) has a lease portfolio of approximately $38.7 million consisting mainly of data processing hardware. In addition, Vaughn services approximately $425 million of lease agreements for other institutions involving capital equipment ranging from production machinery to transportation equipment. Vaughn employs 25 people and in addition to Cincinnati, Vaughn has sales offices in Toledo, Ohio and Chicago, Illinois. The purchase will be consummated by a merger of The Vaughn Group into CBI Leasing, Inc., a subsidiary of Commerce Bancshares, Inc.

The acquisition has been approved by the Boards of Directors of Commerce Bancshares, Inc., The Vaughn Group, and also the Federal Reserve and is expected to close in the first quarter of 2003. Terms of the definitive agreement were not disclosed.

"We believe this acquisition will be an excellent complement to our existing commercial leasing business," said David W. Kemper, Chairman & CEO, Commerce Bancshares, Inc. "We have had a long-term commitment to the commercial leasing needs of our customers in our existing markets, which are similar to those serviced by The Vaughn Group. This acquisition will enable Commerce to grow market share by offering some new products that Vaughn brings to our existing customers, while expanding our presence in the Midwest."

"The Vaughn Group has a strong reputation, earned by superior customer service. We welcome our new customers and look forward to providing them with the same high service levels as they have become accustom to, in addition to other commercial banking services they may need," added Kemper.

"Commerce has a reputation for providing high quality financial products and services in the commercial leasing arena," said John Handelsman, President and CEO, of The Vaughn Group. "We are happy to join an operation as solid, and well-positioned as Commerce."

About Commerce Bank, N.A.
Commerce Bancshares, Inc. is a $13.2 billion regional bank holding company (NASDAQ: CBSH) offering a full line of banking services, including business and personal banking, wealth management and estate planning and securities brokerage through its affiliate banks. Commerce Bancshares operates in Missouri, Kansas and Illinois with more than 340 locations and also has operating subsidiaries involved in mortgage banking, credit related insurance, venture capital and real estate activities.

For more information contact:
Jeffery Aberdeen
Controller
816 234-2081

Website: www.commercebank.com
e-mail: mymoney@commercebank.com
SYMBOL: CBSH

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