UMB Financial Corporation By Laws - December, 2002




EXHIBIT 4.2



                    UMB FINANCIAL CORPORATION  



                             BY-LAWS  



               (As amended through October 17, 2002)  


ARTICLE I  


Location of Offices  


Section 1. Principal
Office. The principal office of the Corporation shall be located in Kansas City,
Jackson County, Missouri, or at such other place as may be designated from time to time by
the Board of Directors.  


Section 2. Other
Offices. The Corporation may have offices at such other place or places, either
within or without the State of Missouri, as the Board of Directors may from time to time
designate.  


ARTICLE II  



Meetings of Stockholders  


Section 1. Annual
Meeting. The annual meeting of the stockholders shall be held at the principal
office of the Corporation, or at such other place as shall be designated in the notice
thereof, beginning at 11:00 a.m. or such other hour as shall be designated in such notice,
on the Thursday following the third Wednesday in April in each year, or if that be a legal
holiday on the next succeeding day not a legal holiday, for the purpose of electing a
Board of Directors and transacting such other business as may come before the meeting.  


Section 2. Special
Meetings. Special meetings of the stockholders may be called at any time by the
Chairman of the Board, or in the case of the absence or disability of the Chairman of the
Board, by the Vice-Chairman of the Board, or the President, or at any time upon the
written request of a majority of the Board of Directors, or upon the written request of
the holders of not less than one-fifth of the outstanding stock of the Corporation
entitled to vote at such meeting. Each call for a special meeting of the stockholders
shall state the time, the day, the place and the purpose or purposes of such meeting, and
shall be in writing, signed by the persons making the same, and delivered to the
Secretary. No business shall be transacted at a special meeting other than such as is
included in the purposes stated in the call.  


 Section 3. Notice of
Meetings. Written or printed notice of each meeting of the stockholders stating the
hour and day when, and the place where, such meeting is to be held shall be served as
hereinafter provided on each stockholder entitled to vote thereat not less than ten (10)
days or no more than fifty (50) days before such meeting, except that further notice shall
be given of particular matters if required by law. In the case of the annual meetings the
notice shall state that the purposes thereof are the election of a Board of Directors and
the transaction of such other business as may come before the meeting. In the case of a
special meeting such notice shall state the purpose or purposes for which the meeting is
called. Service of such notice shall be made either personally or by depositing the same
in a sealed envelope addressed to the stockholder at his address as it appears upon the
records of the Corporation, and deposited in a United States Post Office, with the postage
thereon prepaid. If such notice is served by mailing the same, it shall be deemed to have
been given at the time when the same shall be thus mailed. If any stockholder shall not
have an address appearing upon the books of the Corporation, such notice may be given by
mailing the same as heretofore provided, addressed to such stockholder at the General Post
Office in Kansas City, Missouri. Service of such notice shall be made by the Secretary,
but in case the Secretary shall refuse or neglect to serve such notice upon each
stockholder as herein provided, then such service may be made by any officer or director
of the Corporation. In addition, such published notice shall be given as required by law.  


Section 4. Waiver of
Notice. Any stockholder may waive notice of any meeting of the stockholders, by a
writing signed by him, or by his duly authorized attorney, either before or after the time
of such meeting. A copy of such waiver shall be entered in the minutes, and shall be
deemed to be the notice required by law or by these By-Laws. Any stockholder present in
person, or represented by proxy, at any meeting of the stockholders shall be deemed to
have thereby waived notice of such meeting except where such attendance is for the express
purpose of objecting to the transaction of any business because the meeting is not
lawfully called or convened.  


Section 5. Actions
Without a Meeting. Any action which is required to be taken, or may
be taken, at a meeting of stockholders may be taken without a meeting if consents in
writing, setting forth the action so taken, shall be signed by all of the stockholders
entitled to vote with respect to the subject matter thereof. Such consents shall have the
same force and effect as a unanimous vote of the stockholders at a meeting duly held, and
may be stated as such in any certificate or document filed under the provisions of Chapter
351 of the Revised Statutes of Missouri, 1959, as amended. The Secretary shall file such
consents in the minute book of the Corporation.  


Section 6. List of
Stockholders. At least ten (10) days before each meeting of stockholders the
Secretary shall cause to be prepared a complete list of the names and addresses of all
stockholders entitled to vote at such meeting, arranged in alphabetical order, with the
number of shares held by each, and such list shall be produced and kept at the registered
Missouri office and shall be subject to inspection by any stockholder during regular
business hours. Such list shall also be produced and kept open at the meeting and shall be
subject to inspection by any stockholder during the meeting.  


Section 7. Quorum. At any
meeting of the stockholders, a majority of the outstanding capital stock entitled to vote
at such meeting, being represented in person or by proxy, shall constitute a quorum for
all purposes, including the election of directors, except where it is otherwise provided
by law.  


Section 8. Organization. The
Chairman of the Board, and in his absence, the Vice-Chairman of the Board or the
President, shall preside at each meeting of the shareholders and shall act as Chairman
thereof. The Secretary shall act as secretary of all meetings of the stockholders.  


Section 9. Voting. At each
meeting of the stockholders, each stockholder shall be entitled to vote in person, or by
proxy made in accordance with the provisions of the By-Laws of the Corporation, held by
some person or persons present at such meeting, upon all matters presented at the meeting.
With the exception of the election of directors, each stockholder shall have one vote for
each share of stock standing in his name on the books of the Corporation on the record
date determined as provided in Section 6 of Article VII of the By-Laws. In the election of
directors each stockholder shall have the right to cast as many votes in the aggregate as
shall equal the number of shares held by him multiplied by the number of directors to be
elected at such election, and said votes may be cast for one director or distributed among
two or more candidates. All questions, except any question the manner of deciding which is
specially regulated by law, shall be determined by a majority of the outstanding shares of
capital stock represented at each meeting. If voting shall be by ballot for the election
of directors or other questions, the Chairman of such meeting of the stockholders may
appoint not less than two (2) persons, who are not directors or candidates for the
election as a director, to act as Inspectors of Election and to receive and canvass the
votes cast at such meeting and certify the results to the Chairman. Each such Inspector,
before entering upon the discharge of his duties, shall take and subscribe the following
oath: “I do solemnly swear, that I will execute the duties of an Inspector of the
election now to be held, with strict impartiality and according to the best of my
ability.” The Inspectors of Election shall take care of the polls and after the
balloting shall make and file a written certificate of the result of the votes cast at the
meeting.  


Section 10. Adjournment. If,
at any meeting of the stockholders, a quorum shall fail to attend at the time and place
for which such meeting was called, or if the business of such meeting shall not be
completed, the stockholders present in person or represented by proxy may, by a majority
vote, adjourn the meeting from day to day, or from time to time, not exceeding ninety (90)
days from such adjournment, without further notice, until a quorum shall attend or the
business thereof shall be completed. Such adjournment and the reasons therefor shall be
recorded in the minutes. At any such adjournment meeting, any business may be transacted
which might have been transacted at the meeting as originally called.  


Section 11. Proxies. Proxies
must either (1) be in writing, signed by the stockholder himself, or by his duly
authorized attorney, or by his legal representative, or (2) be sent by electronic means to
the Company’s transfer agent or other proxy tabulator through a system that is
designed to (i) enable the transfer agent or other proxy tabulator to verify that the
transmission was authorized by the shareholder, and (ii) enable the recipient to retain,
retrieve and reproduce the information sent by the shareholder. Unless specified therein
that it is irrevocable, any proxy may be revoked at the pleasure of the person executing
it (i) by a writing signed by the shareholder, his or her attorney or legal representative
and filed with the transfer agent or other proxy tabulator or (ii) by notice given
electronically to the Company’s transfer agent or proxy tabulator. To be effective
the grant of a proxy or the revocation of a proxy must be manually signed and filed with
or delivered electronically to the Secretary of the Corporation at or before the roll call
of the meeting at which the same is to be used. No proxy shall be valid after the
expiration of eleven (11) months from its date, unless the person executing it shall have
specified therein the length of time for which such proxy is to continue in force. In the
event that such instrument in writing shall designate two or more persons to act as
proxies, a majority of such persons present at the meeting, or, if only one shall be
present, then that one, shall have and may exercise all of the powers conferred by such
written instrument upon all of the persons so designated, unless the instrument shall
otherwise provide.  


ARTICLE III  


Directors  


Section 1. Qualifications. The
corporate powers, business and property of the Corporation shall be exercised, conducted
and controlled by the Board of Directors. It shall not be necessary for a director to be a
stockholder.  


Section 2. Directors
— Number; Classes. Unless the Articles of Incorporation shall
require a different number, the number of directors to constitute the Board of Directors
shall be thirty-one (31). Commencing with the annual meeting of shareholders in 1979, the
Board of Directors shall be divided into three classes, Class I, Class II, and Class III,
as nearly equal in number as possible. At the annual meeting of shareholders in 1979,
directors of the first class (Class I) shall be elected to hold office for a term expiring
at the next succeeding annual meeting of shareholders, directors of the second class
(Class II) shall be elected to hold office for a term expiring at the second succeeding
annual meeting of shareholders, and directors of the third class (Class III) shall be
elected to hold office for a term expiring at the third succeeding annual meeting of
shareholders. At each annual meeting of shareholders, subsequent to the annual meeting of
shareholders in 1979, the successors to the class of directors whose term shall then
expire shall be elected to hold office for a term expiring at the third succeeding annual
meeting. Any increase or decrease in the authorized number of directors shall be
apportioned among the classes so as to make all classes as nearly equal in number as
possible. No decrease in the authorized number of directors shall shorten the term of any
incumbent director. If it shall happen at any time that the election of directors shall
not be held on the day designated by the By-Laws of the Corporation, such election may be
held on any other day at a special meeting of the shareholders called and held for that
purpose.  


Section 3. Election of
Directors; Terms; Removals; Vacancies. If at any meeting of
shareholders, due to a vacancy or vacancies, or otherwise, directors of more than one
class are to be elected, each class of directors to be elected at the meeting shall be
elected in a separate election. Each director shall hold office for the term for which he
is elected in accordance with these By-Laws, and until his successor is elected and
qualified or until his earlier death, resignation or removal. The entire Board or any one
or more directors may be removed with or without cause if (1) at a meeting specially
called for the purpose of removing directors, the holders of at least two-thirds of the
outstanding shares of stock then entitled to vote in elections of directors shall vote for
such removal, and (2) as to any director, the number of shares voted against removal would
not be sufficient to elect him if then cumulatively voted in an election of the entire
Board of Directors, or, if there be classes of directors, at an election of the class of
directors of which he is a part. If the office of any director is vacant by reason of
death, resignation, removal or increase in the number of authorized directors due to
amendment of the By-Laws, a majority of the other directors, though less than a quorum,
may fill the vacancy until a successor shall have been duly elected at a shareholders
meeting, which election shall be not later than the next regularly scheduled annual
meeting of the shareholders. Any successor so elected at a shareholders meeting shall be
elected for a term which shall expire on the same date as the term of his predecessor
would have expired.  


Section 4. Annual
Meeting. The annual meeting of the directors for the purpose of electing officers
and transacting such other business as may come before the meeting shall be held on the
same day as the annual meeting of the stockholders, following the final adjournment of the
annual meeting of stockholders on that day. In the event the annual meeting of
stockholders is continued, recessed or adjourned from day to day, or from time to time,
then in such event the annual meeting of the directors shall be held immediately following
the final adjournment of the annual meeting of stockholders. If for any reason such annual
meeting of the directors is not or cannot be held as herein prescribed, the officers may
be elected at any meeting of the directors thereafter held.  


Section 5. Regular
Meetings Other Than Annual Meetings. Regular meetings
of the directors may be held at such time and place as shall be determined from time to
time by resolution of the Board of Directors. After the time and place of such regular
meeting shall have been so determined, no notice of such regular meeting need be given.  


Section 6. Special
Meetings. Special meetings of the Board of Directors for any purpose or purposes
shall be called by the Secretary of the Corporation at the written request of the Chairman
of the Board, the Vice-Chairman of the Board, the President or at the written request of a
majority of the directors. Such request shall state the purpose or purposes of the
proposed meeting.  


Section 7. Notice of
Meetings. No notice shall be required to be given of any regular meeting of the
Board of Directors. Notice of any change in the place of holding any regular meeting, or
of any adjournment of a regular meeting to reconvene at a different place, shall be given
by mail or telegraph not less than forty-eight (48) hours before such meeting, to all
directors who were absent at the time such action was taken. The Secretary of the
Corporation shall give notice of all special meetings of the directors by delivering to
each director in person not later than the day prior to the meeting, or as to any such
director not so personally notified by mailing to him, a written or printed notice of such
meeting, postage prepaid, or by telegraph or by messenger delivery to each such director,
at his last known address, so that in the ordinary course of the method of delivery it
would reach such director at least on the day prior to the meeting. The business
transacted at all special meetings of directors shall be confined to the subjects stated
in the notice and to matters germane thereto, unless all directors of the Corporation are
present at such meeting and consent to the transaction of other business. Whenever any
notice is required to be given to any director under any provisions of the By-Laws, a
waiver thereof in writing, signed by the person entitled to said notice, whether before or
after the time stated therein, shall be deemed equivalent thereto. Such waiver may be by
telegram, confirmed in writing within five (5) days thereafter.  


Section 8. Actions
Without a Meeting. If all the directors, severally or collectively,
consent in writing to any action to be taken by the directors, such consents shall have
the same force and effect of a unanimous vote of the directors at a meeting duly held, and
may be stated as such in any certificate or document filed under the provisions of Chapter
351 of the Revised Statutes of Missouri, 1959, as amended. The Secretary shall file such
consents in the minute book of the Corporation.  


Section 9. Quorum. A majority
of the Board of Directors of the Corporation, at a meeting duly assembled, shall be
necessary to constitute a quorum for the transaction of business, and the act of a
majority of the directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors, except where otherwise provided by law or by the By-Laws of
the Corporation.  


Section 10. Adjournment. If at
any meeting of the Board of Directors a quorum shall fail to attend, a majority of the
directors present at the time and place appointed for such meeting may adjourn the meeting
from time to time to any date until the next regular meeting, without notice other than
verbal announcement at the meeting and adjournments thereof, until a quorum shall attend.
Likewise, any meeting of directors at which a quorum is present may also be adjourned, in
like manner and on like notice, for such time or upon such call as may be determined by
vote of a majority of the directors there present. At any adjournment of any such meeting
at which a quorum shall be present, any business may be transacted which might have been
transacted at the meeting as originally called.  


Section 11. Organization. The
Chairman of the Board, and in his absence the Vice-Chairman of the Board or the President,
and in the absence of all of them, a Chairman pro tem, chosen by the directors present,
shall preside at each meeting of the directors and shall act as Chairman thereof. The
Secretary or an Assistant Secretary, and in the absence of the Secretary or any Assistant
Secretary, a Secretary pro tem, chosen by the directors present, shall act as Secretary of
all meetings of the directors.  


Section 12. Rules and
Regulations. The Board of Directors shall supervise all officers and agents and see
that their duties are properly performed. The Board of Directors may adopt such rules and
regulations for the conduct of their meetings, the guidance of the officers and the
management of the affairs of the Corporation as they deem proper, not inconsistent with
law or the By-Laws of the Corporation, and may, from time to time, determine the order of
business at their meetings.  


Section 13. Minutes and
Statements. The Board of Directors shall cause to be kept a complete record of
their meetings and acts, and of the proceedings of the stockholders.  


Section 14. Powers of
the Board. In addition to the power and authority conferred upon them by
law, the Board of Directors may exercise all such powers of the Corporation and do all
such lawful acts and things as are not by law prohibited or limited, and which are not
required or directed to be exercised or done by the stockholders.  


Section 15. Compensation
of Directors. The compensation to be paid the directors of this Corporation
for services at all regular or special meetings of the Board of Directors shall be
determined from time to time by the Board of Directors; provided, that no such
compensation shall be paid to any director who shall at the time be receiving a salary
from this Corporation or any of its subsidiaries as an officer thereof.  


ARTICLE IV  


Committees  


Section 1. Executive
Committee. The Board of Directors may, by resolution passed by a majority of the
total number of directors, designate an Executive Committee to consist of the Chairman of
the Board, the President, and such number of other Directors, Advisory Directors and
Executive Officers as they shall determine. The members of the Executive Committee shall
hold their office as such until the membership is changed by the Board of Directors. In
making such new appointments the Board of Directors shall designate the Directors,
Advisory Directors or Executive Officers said appointees are to succeed and the time they
are respectively to serve on said Committee. The Executive Committee shall have and may
exercise all powers of the Board of Directors. A majority of the members of the Executive
Committee shall determine its action and shall fix the time and place of its meetings
unless the Board of Directors shall otherwise provide. When regular meetings have been
established no notice shall be required thereof and any and all business may be transacted
thereat. Notices of special meetings shall be given in the same manner as is provided for
special meetings of the Board of Directors. Unless otherwise indicated in the notice
thereof any and all business may be transacted at a special meeting. A majority of the
Executive Committee shall constitute a quorum. The Executive Committee shall keep regular
minutes of its proceedings and shall report the same at the next succeeding meeting of the
Board of Directors.  


Section 2. Other
Committees. The Board of Directors may, from time to time, designate such other
committees as the Board may deem advisable, and may select or designate the manner of
selecting any such committee, which committee may consist in whole or in part of officers
of this Corporation, whether or not they be directors thereof, or directors of any
subsidiary of this corporation. Each such committee shall have and may exercise such
powers as the Board of Directors shall provide by its resolution.  


Section 3. Compensation
of Committee Members. The Board of Directors shall determine the
compensation to be paid to each member of any committee appointed by it for service on
such committee, provided that no such compensation shall be paid to any committee member
who shall at the time be receiving a salary from the Corporation or any of its
subsidiaries as an officer thereof. ARTICLE V  


Officers  


Section 1. Executive
Officers. The executive officers of the Corporation shall be a Chairman of the
Board, a President, one or more Vice-Chairmen of the Board, one or more Vice Presidents, a
Secretary, a Treasurer and such other executive officers as shall be designated by the
Board of Directors, all of whom shall be chosen by the Board of Directors. The Chairman of
the Board and the President shall be chosen from among the directors; any person may hold
two or more offices, except the offices of Chairman of the Board and Secretary, or
President and Secretary.  


Section 2. Subordinate
Officers. The Board of Directors, the Chairman of the Board, the Vice-Chairman of
the Board, or the President may appoint such subordinate officers and such assistant
officers as the Board of Directors, the Chairman of the Board, the Vice-Chairman of the
Board, or the President may deem necessary or advisable.  


Section 3. Tenure of
Office and Removal. The tenure of office of each of the executive
officers of the Corporation, subject to prior removal, shall be until the close of the
next annual meeting of the stockholders following his election, and until the election of
his successor. Any executive officer may be removed at any time prior to the expiration of
his term by affirmative vote of the majority of the directors. The Board of Directors, the
Chairman of the Board, the Vice-Chairman of the Board, or the President may remove any
subordinate officer or assistant officer at any time. If the office of any officer of the
Corporation becomes vacant by reason of death, resignation, retirement, disqualification
or removal from office, or inability to act, the Board of Directors may, in every such
case, choose a successor for such officer who shall hold office for such term as may be
prescribed by the Board of Directors, but no longer than the unexpired portion of the term
of the officer or agent whose place is vacant, and until his successor shall have been
duly elected and qualified.  


Section 4. Compensation. The
Board of Directors may from time to time in its discretion fix or alter the compensation
of any executive officer and the Board of Directors or the officer who appointed any
subordinate or assistant officer may from time to time in its or his discretion fix or
alter the compensation of any subordinate or assistant officer.  


Section 5. Duties of
the Officers. The Chairman of the Board, the Vice-Chairman of the Board, the
President and the Vice-Presidents shall perform such duties as may from time to time be
directed by the Board of Directors and have such powers as may from time to time be
conferred upon them by the Board of Directors, except to the extent otherwise provided by
law.  


The Secretary shall attend all
meetings of the stockholders of the Corporation, and the Board of Directors and standing
committees. He shall act as the clerk or secretary thereof and shall record all of the
proceedings of such meetings in minute books kept for that purpose. He shall keep in safe
custody the corporate seal of the Corporation and is authorized to affix the same to all
instruments requiring the Corporation’s seal. He shall have charge of the corporate
records and, except to the extent authority may be conferred upon any transfer agent or
registrar duly appointed by the Board of Directors, he shall maintain the
Corporation’s books, registers stock certificate and stock transfer books and stock
ledgers, and such other books, records and papers as the Board of Directors may from time
to time entrust to him. He shall give or cause to be given proper notice of all meetings
of stockholders and directors as required by law and the By-Laws, and shall perform such
other duties as may from time to time be prescribed by the Board of Directors.  


The Treasurer shall have the custody
of the corporate funds and securities of the Corporation and shall keep full and accurate
account of the receipts and disbursements in books belonging to the Corporation, and shall
deposit all moneys and other valuable effects in the name and to the credit of the
Corporation in such depositories as may be designated by the Board of Directors. He shall
disburse the funds of the Corporation in the manner and for the purpose ordered by the
Board of Directors, and shall render to the Board of Directors, whenever they may require
it, an account of all of his transactions as Treasurer and of the financial condition of
the Corporation. And he shall perform such other duties as the Board of Directors may from
time to time prescribe.  


Any subordinate officers and
assistant officers appointed by the Board of Directors, the Chairman of the Board, the
Vice-Chairman of the Board, or the President shall perform such duties as may from time to
time be directed by the Board of Directors or the officer who appointed them and any such
subordinate officer of assistant officer shall have such powers as may from time to time
be conferred upon them by the Board of Directors or the officer who appointed them, except
to the extent otherwise provided by law.  


Section 6. Officers’
Bonds. The Board of Directors may require any officer or officers to furnish the
Corporation a bond in such sum and in form and with security satisfactory to the Board of
Directors for the faithful performance of the duties of their offices and the restoration
to the Corporation in case of death, resignation or removal from office of such officer or
officers, of all books, papers, vouchers, money and other property of whatever kind in
their possession, belonging to the Corporation.  


ARTICLE VI  


Agents and Attorneys  


The Chairman of the Board, the
Vice-Chairman of the Board and the President or any one of them, may appoint such agents,
attorneys and attorneys-in-fact of the Corporation as any one of them may deem proper, and
any one of them may, by written power of attorney, authorize such agents, attorneys, or
attorneys-in-fact, to represent the Corporation and for it and in its name, place and
stead, and for its use and benefit to transact any and all business, to the extent
authorized, which said Corporation is authorized to transact or do by its Articles of
Incorporation, and in its name, place and stead, and as its corporate act and deed, to
sign, acknowledge and execute any and all contracts and instruments, in writing, necessary
or convenient in the transaction of such business as fully to all intents and purposes as
said Corporation might or could do if it acted by and through its regularly elected and
qualified officers.  


ARTICLE VII  


Certificate of Stock
and Transfers  


Section 1. Forms and
Execution of Certificates. Each stockholder of the Corporation whose
stock has been paid for in full shall be entitled to have a certificate or certificates,
certifying the number of shares of stock of the Corporation owned by him. The certificates
of stock shall be in such form as the Board of Directors shall determine. Each certificate
shall be signed by the Chairman or the President, and the Secretary or an Assistant
Secretary, having affixed to it the seal of the Corporation, which seal may be facsimile,
engraved or printed, and express on its face its number, date of issuance, the number of
shares for which and the person to whom it is issued. If the Corporation has a registrar,
a transfer agent or a transfer clerk who actually signs such certificates, the signatures
of any of the officers above mentioned may be facsimile, engraved or printed. In case any
such officer who has signed or whose facsimile signature has been placed upon any such
certificate shall have ceased to be such officer before such certificate is issued, such
certificate may nevertheless be issued by the Corporation with the same effect as if such
officer were an officer at the date of its issue.  


Section 2. Transfer of
Stock. Shares of stock, after certificates thereof have been issued, shall be
transferable only on the stock transfer books of the Corporation which shall be in the
possession of the Secretary or of a transfer agent or clerk for the Corporation. No
transfer shall be valid against the Corporation until the same is so entered upon its
books and the old certificate is surrendered for cancellation.  


Section 3. Old
Certificate to be Canceled. No new certificate shall be issued
for previously issued certificates until the former certificate or certificates for the
shares represented thereby shall have been surrendered to and canceled by the Secretary,
by writing across the face thereof the word “Canceled” with the date of
cancellation; in case any certificate shall be claimed to be lost or destroyed, no new or
duplicate certificate shall be issued for the shares represented thereby and no new
certificate shall be issued upon a transfer of such shares, except pursuant to a judgment
of a court of competent jurisdiction, duly given and made in accordance with the laws of
the State of Missouri, or upon a corporate surety bond or other indemnity in form and
amount satisfactory to the Corporation being furnished to the Corporation.  


Section 4. Treasury
Stock. All issued and outstanding stock of the Corporation that may be purchased or
otherwise required by the Corporation shall be treasury stock, and shall be subject to
disposal by action of the Board of Directors. Such stock shall neither vote nor
participate in dividends while held by the Corporation.  


Section 5. Registered
Stockholders. The Corporation shall be entitled to treat the registered holder of
any share or shares of stock whose name appears on its books as the owner or holder
thereof as the absolute owner of all legal and equitable interest therein for all purposes
and (except as may be otherwise provided by law) shall not be bound to recognize any
equitable or other claim to or interest in such shares of stock on the part of any other
person, regardless of whether or not it shall have actual or implied notice of such claim
or interest.  



Section 6. Closing of Stock Transfer Books — Fixing Record Date. The
Board of Directors shall have power to close the stock transfer books of the Corporation
for a period not exceeding fifty (50) days preceding the date of any meeting of
stockholders, or the date for payment of any dividend, or the date for the allotment of
rights, or the date when any change, conversion or exchange of capital stock shall go into
effect; provided, however, that in lieu of closing the stock transfer books as aforesaid,
the Board of Directors may fix in advance a date, not exceeding fifty (50) days preceding
the date of any meeting of stockholders, or the date for the payment of any dividend, or
the date for the allotment of rights, or the date when any change or conversion or
exchange of capital stock shall go into effect, as a record date for the determination of
the stockholders entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, or entitled to receive payment of any such dividend, or to any such
allotment of rights, or to exercise the rights in respect of any such change, conversion
or exchange of capital stock, and in such case such stockholders and only such
stockholders as shall be stockholders of record on the date so fixed shall be entitled to
notice of, and to vote at, such meeting, and any adjournment thereof, or to receive
payment of such dividend, or to receive such allotment of rights, or to exercise such
rights, as the case may be, notwithstanding any transfer of any stock on the books of the
Corporation after any such record date fixed as aforesaid. If the Board of Directors shall
not have closed the transfer books or set a record date for the determination of its
stockholders entitled to vote as herein provided, the date on which notice of the meeting
is mailed or the date such dividend is declared or other right announced, as the case may
be, shall be the record date for such determination of stockholders so entitled to
participate.  


ARTICLE VIII  


Seal  


The Corporation shall have a
corporate seal which shall have inscribed around the circumference thereof “UMB
Financial Corporation — Missouri”, and elsewhere thereon shall bear the words
“Corporate Seal”. The corporate seal may be affixed by impression or may be
facsimile, engraved or printed.  


ARTICLE IX  


Miscellaneous
Provisions  


Section 1. Fiscal Year.
The fiscal year of the Corporation shall be as determined from time to time by the Board
of Directors. Absent action by the Board of Directors, the fiscal year of the Corporation
shall begin on the first day of January in each calendar year and shall terminate on the
last day of December of the same calendar year.  


Section 2. Failure or
Refusal to Give Notice Upon Request. If the
Secretary, upon written request by the proper party or parties as permitted and provided
in these By-Laws, shall fail or refuse to give any notice which he is required to give in
accordance with the provisions hereof, the party or parties entitled to require that such
notice be given may sign and issue a notice of the character and in the manner herein
provided and setting forth in such notice the fact of such failure or refusal on the part
of the Secretary to give the notice as requested; and such notice so signed and issued
shall have the same force and effect as though signed and issued by the Secretary of the
Corporation.  


Section 3. Checks,
Drafts, etc. All checks and drafts on the Corporation’s bank accounts
and all bills of exchange and promissory notes, and all acceptances, obligations and other
instruments for the payment of money, shall be signed by such officer or officers or agent
or agents as shall be thereunto duly authorized from time to time by the Board of
Directors; provided, that the Board of Directors may authorize the use of facsimile
signatures of such officers and upon such terms and subject to such conditions as the
Board of Directors may determine.  



Section 4. Indemnification of Directors and Officers.  


     1.    
Any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Corporation) by reason of the fact that he is or was a director,
officer or employee of the Corporation, or is or was serving at the request of
the Corporation as a director, officer or employee of another corporation,
partnership, joint venture, trust or other enterprise (which shall be deemed to
include any employee benefit plan of the Corporation or any other corporation)
shall be indemnified against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement (which shall include any excise
taxes assessed against a person with respect to an employee benefit plan)
actually and reasonably incurred by him in connection with such action, suit or
proceeding so long as: (a) such indemnification is permissible under applicable
provisions of law and regulations ; and (b) the results of an investigation of
the matter as described in Section 5 includes a finding under the provisions of
Section 5 that he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation or the
participants or beneficiaries of any employee benefit plan, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.  


     2.    
Any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer or employee of the Corporation, or is or was serving
at the request of the Corporation as a director, officer or employee of another
corporation, partnership, joint venture, trust or other enterprise (which shall
be deemed to include any employee benefit plan of the Corporation or any other
corporation) shall be indemnified against expenses (including attorneys’
fees) and amounts paid in settlement (which shall include any excise taxes
assessed against a person with respect to an employee benefit plan) actually and
reasonably incurred by him in connection with the defense or settlement of the
action or suit so long as (a) such indemnification is permissible under
applicable provisions of law and regulations; and (b) the results of an
investigation of the matter as described in Section 5 includes a finding under
the provisions of Section 5 that he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation or the participants or beneficiaries of any employee benefit plan;
provided however that no such indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his or her duty to the
Corporation unless and only to the extent that the court in which the action or
suit was brought determines upon application that, despite the adjudication of
liability and in view of all the circumstances of the case, that the person is
fairly and reasonably entitled to indemnity for such expenses which the court
shall deem proper.  


     3.    
The termination of any action, suit, or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interest of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.  


     4.    
Any person who has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 or 2 above, shall be
indemnified against expenses (including attorneys’ fees) actually and
reasonably incurred by him in connection therewith.  


     5.    
Except as provided in Section 4, indemnification of anyone under Sections 1
or 2, unless ordered by a court, shall be made by the Corporation only as
authorized in each case upon a determination that it is proper because the
director, officer or employee has met the applicable standard of conduct set
forth. Such a determination shall be made by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to the
action, suit or proceeding, or if such a quorum is not obtainable, or even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or by the shareholders.  


     6.    
Notwithstanding anything herein to the contrary, no director, officer or
employee shall be indemnified against any expenses, penalties or other payments
incurred in an administrative proceeding or action instituted by a bank
regulatory agency to the extent that such indemnification would constitute a
“prohibited indemnification payment” (as such term is defined under
applicable provisions of the Federal Deposit Insurance Act and regulations
thereunder, as amended from time to time) except under circumstances
specifically permitted by such Act and regulations, or that would otherwise
constitute an indemnification payment that is prohibited by applicable
provisions of law or regulations.  


     7.    
If authorized by the Board of Directors and if permissible under applicable law
and regulation, the Corporation may advance the costs and expenses incurred in
defending a civil or criminal action, suit or proceeding upon receipt of an
undertaking by or on behalf of the director, officer or employee to repay such
amount if it is ultimately determined that he is not entitled to
indemnification.  


     8.    
The Corporation may purchase and maintain insurance on behalf of any person who
is or was a director, officer or employee of the Corporation or is or was
serving at the request of the Corporation as a director, officer or employee of
another corporation, partnership, joint venture, trust or other enterprise
against any liability for which it may indemnify such people under the terms of
this Article, and against other liabilities to the extent permitted by
applicable law and regulations.  


     9.    
The indemnification provided for directors, officers or employees of the
Corporation shall not be deemed exclusive of any other rights to which those
officers, directors or employees may be entitled under any by-law, agreement,
vote of shareholders or disinterested directors or otherwise, both as to actions
in his or her official capacity and as to actions in another capacity while
holding such office, and shall continue as to any person who has ceased to be a
director, officer or employee of the Corporation and shall inure to the benefit
of his or her heirs, executors and administrators.  


Section 5. Amendments
to By-Laws. The Board of Directors shall have the power to make, alter,
amend or repeal the By-Laws of this Corporation from time to time.