UMBFC STOCK OPTION PLAN





EXHIBIT 4.4



                            UMB FINANCIAL CORPORATION

                        2002 INCENTIVE STOCK OPTION PLAN





1. Purpose of Plan 


      

           The purpose of this Plan is to promote the interests of UMB Financial
Corporation (the "Company") and its stockholders by encouraging key employees of
the Company, and its subsidiaries, to invest in common stock of the Company and
thereby acquire a proprietary and an increased personal interest in the Company,
which will provide such employees with an additional incentive to remain in the
employ of the Company and promote its continued success and progress.  


2. Administration 



      
     (a) Committee. The Plan
shall be  administered by the Officers'  Salary and Stock Option  Committee (the
"Committee")  of the Company's  Board of Directors (the "Board"),  or such other
committee  designated by the Board. The Committee shall consist of not less than
three directors, each of whom is a "Disinterested Person" within the meaning set
forth in Rule 16b-3 under the  Securities  Exchange  Act of 1934 (the  "Exchange
Act"). The Committee,  in its discretion,  may delegate its authority and duties
under the Plan to the Chief  Executive  Officer  and/or to other officers of the
Company under such conditions and/or limitations as the Committee may establish;
provided,  however,  that only the  Committee  may select  and grant  options to
persons who are  officers or directors of the Company for purposes of Section 16
of the Exchange Act or otherwise take action with respect to options  granted to
such individuals.


      

     (b) Duties.  Subject to  applicable  law and the terms of the Plan,  and in
addition to such other powers and authority  granted to the Committee  under the
terms of the Plan,  the  Committee  shall have full power and  authority to: (i)
designate  recipients  of options  ("Optionees");  (ii)  determine the number of
shares  to be  covered  by each  option,  the  option  price and the term of the
option;  (iii) determine the terms and conditions,  which need not be identical,
of each  option  and  prepare  or cause to be  prepared  the  respective  option
agreements  incorporating such terms and conditions  evidencing each option (the
"Option  Agreement");  (iv)  determine  whether,  to  what  extent,  under  what
circumstances,  and by what method or methods options may be settled, exercised,
canceled,  forfeited,  or suspended;  (v) interpret and administer the Plan, any
Option  Agreement  and any  instrument  or agreement  relating to, or any option
granted under, the Plan; (vi) establish,  amend, suspend or waive such rules and
regulations and appoint such agents as it shall deem  appropriate for the proper
administration of the Plan; and (vii) make any other  determination and take any
other action that the Committee deems necessary or desirable for  administration
of  the  Plan.   Unless   otherwise   expressly   provided  in  the  Plan,   all
determinations,  designations,  interpretations,  and  other  decisions  of  the
Committee shall be final, conclusive and binding upon all persons, including the
Company,  any Optionee,  any stockholder,  and any employee of the Company or of
any affiliate.  All determinations and selections of the Committee shall be made
by a majority of its members.


3. Stock Available for Options
 


      

     (a) Number Authorized. Subject to adjustment as provided in Paragraph 3(b),
options with respect to one million(1,000,000) shares of common stock, par value
$1.00 per share,  of the Company  ("Shares")  may be granted under this Plan. If
any option  granted  hereunder  shall expire,  terminate or be forfeited for any
reason during the term of the Plan without  having been  exercised in full,  any
Shares not purchased under such option shall become  available for other options
which may be granted under the Plan.  Shares issued upon the exercise of options
may consist,  in whole or in part, of either previously  authorized but unissued
Shares or treasury Shares.


      

     (b)  Adjustments.  In the event of a stock dividend,  stock split,  reverse
stock split, or split-up the Committee shall make appropriate and  proportionate
adjustments  in the aggregate  number and class of Shares which may be delivered
under the Plan,  and in the number,  class and option price of Shares subject to
outstanding  options granted under the Plan,  provided that the number of Shares
subject to any option shall always be a whole  number.  For any other  corporate
transaction  affecting  the  Shares  or any  transaction  or event for which the
Committee  determines  an adjustment  may be  appropriate,  the Committee  shall
determine  whether such transaction or event affects the Shares such that, after
considering Section 424 of the Code, as amended, and the regulations thereunder,
including Treas.  Reg.  Section  1.425-1(e),  as amended,  any adjustment in the
aggregate  number and class of Shares which may be delivered  under the Plan, or
in the number,  class and option price of Shares subject to outstanding  options
granted under the Plan,  would be in the best  interests of the Company.  If the
Committee determines an adjustment  contemplated in the preceding sentence would
be in the best  interests  of the Company and would be  appropriate  in order to
prevent dilution or enlargement of the benefits or potential  benefits  intended
to be made available under the Plan,  then the Committee shall make  adjustments
in the  aggregate  number and class of Shares which may be  delivered  under the
Plan, and in the number, class and option price of Shares subject to outstanding
options  granted  under  the  Plan  as the  Committee,  in its  sole  discretion
determines to be appropriate , provided that the number of Shares subject to any
option shall always be a whole number.  Furthermore, no adjustment shall be made
with respect to options that would cause the Plan to violate  Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").


4. Eligibility  


      

     Options may be granted only to full-time regular salaried  employees of the
Company or any "subsidiary  corporation" of the Company, as that term is defined
in Section 424 of the Code (a "Subsidiary Corporation"), who serve as an officer
of the Company or a  Subsidiary  Corporation  or as a  department  head (or in a
comparable  capacity) of the Company or any  Subsidiary  Corporation  ("Eligible
Employees").  The Committee  shall  determine  which of such Eligible  Employees
shall receive  options and the number of Shares  subject to each option,  taking
into account the duties of the respective Eligible Employees,  their present and
potential  contributions  to the  success  of the  Company,  the number of years
remaining in which  effective  service may be  anticipated  from them,  and such
other  factors as it may deem  relevant in  connection  with  accomplishing  the
purpose of the Plan.


5. Stock Options  


      

     Options  granted  hereunder  are  intended  to qualify as  Incentive  Stock
Options  within the  meaning of  Section  422 of the Code,  and the terms of any
option granted  hereunder  shall comply in  all-respects  with the provisions of
Section 422 of the Code and any regulations promulgated  thereunder.  Any option
granted under the Plan shall be evidenced by an Option Agreement in such form as
the Committee may from time to time approve. Any such option shall be subject to
the following terms and conditions and to such additional  terms and conditions,
not  inconsistent  with the provisions of the Plan, as the Committee  shall deem
desirable:


      

     (a) Option Price. The purchase price per Share  purchasable under an option
shall be  determined by the  Committee;  provided,  however,  that such purchase
price shall not be less than one hundred percent (100%) of the fair market value
of the Share on the date of grant of the option,  and, provided,  further,  that
such purchase price shall not be less than one hundred and ten percent (110%) of
the fair  market  value of the  Share on the date of grant  with  respect  to an
option granted to an Eligible Employee owning stock that possesses more than ten
percent (10%) of the total combined  voting power of all classes of stock of the
Company,  or any parent  corporation  (as  defined  in  Section  424 of the Code
("Parent  Corporation") ) or any Subsidiary  Corporation (a "10% holder").  Fair
market  value  shall  be the  mean of the  closing  bid and  ask  prices  of the
Company's  Shares on the day the option is granted as reported  on the  National
Association of Securities Dealers, Inc. Automated Quotation System.


      

     (b) Option Term. The term of each option shall be fixed by the Committee in
its sole  discretion;  provided,  however,  that no option shall be  exercisable
after the  expiration of ten years from its date of grant and an option  granted
to a 10% holder shall not be exercisable after the expiration of five years from
the date such option is granted.


      

     (c)  Exercisability.  Options shall be exercisable at such time or times as
determined  by the  Committee;  provided,  that no option  shall be  exercisable
during the period starting on the date of grant and ending on the day before the
second  anniversary  date of the date of  grant.  No  option  may at any time be
exercised  with respect to a fractional  share or with respect to fewer than ten
(10) shares or the remaining shares then subject to the option, if less than ten
(10).


      

     (d) Method of Exercise. Subject to the other provisions of the Plan and any
applicable Option Agreement, any option may be exercised by an Optionee in whole
or in part at such time or  times,  and the  Optionee  may make  payment  of the
option price in such form or forms as the Committee shall determine,  including,
without  limitation,  payment by delivery of cash or Shares having a fair market
value  on  the  exercise  date  equal  to  the  total  option  price,  or by any
combination  of cash or Shares as the  Committee  may specify in the  applicable
Option Agreement.  However,  except as provided in Paragraph 10, no option shall
be exercisable,  in whole or in part,  unless the Optionee is then in the employ
of the Company and/or a Subsidiary  Corporation and shall have continuously been
so employed since the date the option was granted.


      

     (e) Limitations. In accordance with rules and procedures established by the
Committee,  the aggregate fair market value (determined as of the time of grant)
of the Shares with respect to which Incentive Stock Options held by any Optionee
are  exercisable  for the first time by such  Optionee  during any calendar year
under  the Plan and  under  any  other  plans of the  Company  or of any  Parent
Corporation  or  Subsidiary   Corporation  shall  not  exceed  $100,000  or,  if
different, the maximum in effect under Section 422 of the Code, or any successor
provision,  and any regulations promulgated  thereunder.  If, however, the limit
described in the preceding  sentence is exceeded as a result of an  acceleration
of an option's  exercisability as provided for in an Option Agreement on account
of permanent and total disability, death or Qualified Retirement, the Optionee's
otherwise  valid  options will not fail to be valid and  exercisable;  provided,
however,  that to the extent the aggregate  fair market value of the Shares with
respect to which such options are exercisable for the first time by the Optionee
in any calendar year (under all plans of the Company or any Parent or Subsidiary
Corporation)exceeds  $100,000,  or the limit then in effect under Section 422 of
the Code,  the amount in excess of such  limit will be treated as  non-qualified
stock options and the amount at or below such limit will be treated as Incentive
Stock Options.


6. Options Not Assignable  


      

     No option granted pursuant to this Plan shall be assignable or transferable
by  the  Optionee,  otherwise  than  by  will  or by the  laws  of  descent  and
distribution; provided, however, that an Optionee may designate a beneficiary to
exercise the option after the Optionee's death pursuant to a written designation
of beneficiary  filed with and approved by the Committee prior to the Optionee's
death. An option shall be exercisable during the lifetime of an Optionee only by
the  Optionee or by the guardian or legal  representative  of an Optionee who is
permanently  and totally  disabled  (within the meaning of Section 22 (e) (3) of
the Code).


7. Purchase for Investment  


      

     (a) Investment  Representation.  All Optionees meeting the definition of an
"Affiliate"  under Rule 144(a) of the  Securities  Act of 1933,  as amended (the
"Act") as well as any other  Optionee that the Committee may select,  shall,  in
connection  with an option  granted  under the Plan, be required by the terms of
his or her Option  Agreement  to  represent  and agree that all options  granted
pursuant to such Option Agreement and any and all Shares  purchased  pursuant to
the exercise of any such options will be purchased for investment and not with a
view to the distribution or resale thereof.


      

     (b) Effect of Resale.  The sale of any option granted pursuant to this Plan
or sale of any Shares  purchased  pursuant to the exercise of such option by any
Optionee who has given the investment representation required by Paragraph 7(a),
or other person or persons  attempting to sell any such option or shares,  shall
be made in full  compliance  with Rule 144 of the Act and any attempted  sale of
such option or shares  that fails to so comply  shall be deemed null and void by
the Company.  If any Optionee or other person or persons exercising an option on
his/her  behalf,  shall sell or attempt to sell all or any part of the Shares so
purchased pursuant to such option,  within one (1) year from the date of his/her
purchase thereof,  all other options  theretofore  granted to such Optionee,  or
held  by  such  person  or  persons,  and not  yet  exercised,  shall  terminate
immediately upon such sale or attempt to sell. 


8. Employee's Agreement to Serve  


      

     Each employee  receiving an option shall, as one of the terms of his Option
Agreement,  agree that he will  remain in the employ of the  Company  or, at the
election of the  Company  from time to time,  a  Subsidiary  Corporation,  for a
period of at least two (2) years from the date the option is granted to him; and
that he will,  during such employment,  devote his entire time, energy and skill
to the service of the Company or such  Subsidiary  Corporation and the promotion
of its  interests,  subject  to  vacations,  sick leave and leaves of absence in
accordance  with the  practices  and policies of the Company and its  Subsidiary
Corporations.  Such  employment  shall be at the pleasure of the Company or such
Subsidiary Corporation, and shall be at such compensation as the Company or such
Subsidiary Corporation shall determine from time to time. Nothing in the Plan or
in any option granted pursuant thereto shall confer on any Optionee any right to
continue in the employ of the Company or any Subsidiary Corporation or affect in
any way the right of the Company or any  Subsidiary  Corporation to terminate an
Optionee's   employment  at  any  time.  Further,   the  Company  or  Subsidiary
Corporation  may at any time terminate the employment of an Optionee,  free from
any liability or any claim under the Plan, unless otherwise  expressly  provided
in the Plan or in any Option Agreement. 


9. Rights of the Company in the Event of Competing Employment.
 


      

     Each Eligible  Employee  receiving an option shall,  as one of the terms of
his Option  Agreement,  agree that in the event the  employment of such Eligible
Employee with the Company or any Subsidiary  Corporation shall be terminated for
any reason,  and such Eligible Employee within two (2) years thereafter  becomes
employed by any person,  business or entity  engaged in business in  competition
with the business of the Company or any Subsidiary Corporation,  or in any other
manner, either directly or indirectly,  on his or her own account, by or through
any other individual or entity, as an officer, director, employee or stockholder
of a corporation, or as a partner, employee or joint venturer, competes with the
business of the Company or any Subsidiary  Corporation,  at a business  location
which is within a radius of thirty  (30) miles of any  business  location of the
Company or any  Subsidiary  Corporation,  all options then held by such Eligible
Employee shall terminate  immediately and such Eligible Employee will pay to the
Company (or its assigns) within thirty (30) days after demand by the Company, an
amount equal to the excess,  if any, of (a) the fair market value on the date of
exercise of the Shares of Common Stock of the Company acquired upon the exercise
of options  granted  under the Plan which were  exercised at any time within the
two (2) year period preceding the commencement of such competition, over (b) the
purchase price paid for such Shares.  Such amount shall be subject to adjustment
as described in Paragraph 3(b) above.  The Eligible  Employee shall grant to the
Company a right of set-off against any sums due him or her from the Company or a
Subsidiary Corporation for all sums due the Company under this subparagraph.



10. Exercisability of Options Following Termination of Employment  


      

     (a)  General.  In the event that the  employment  of an  Optionee  shall be
terminated due to death,  permanent and total disability  (within the meaning of
Section 22 (e) (3) of the Code) or retirement  after having reached an age of at
least  sixty (60) years and having at least  twenty  (20) years of service as an
employee of the Company or any Subsidiary Corporation,  all options held by such
Optionee  shall  remain  exercisable  for a limited  period of time as indicated
below,  subject to earlier termination of such options as provided in Paragraphs
7  and 9  above.  However,  upon  the  expiration  of  such  limited  period  of
exercisability  or (if earlier)  upon the  expiration  of the option term,  such
option shall terminate and cease to be exercisable.  In the event an Optionee is
no longer  employed by the  Company or a  Subsidiary  Corporation  for any other
reason,  all  options  held by such  Optionee  shall  terminate  and cease to be
exercisable immediately upon the date that the Optionee ceased to be employed by
the Company or any Subsidiary Corporation.  Options granted under the Plan shall
not be  affected  by any change of duties or  position  so long as the  Optionee
continues  to be an  employee of the Company or a  Subsidiary  Corporation.  The
Option  Agreements  may contain such  provisions as the Committee  shall approve
with reference to the effect of approved leaves of absence.


      

     (b)  Disability or Retirement of Optionee.  If an Optionee  terminates  his
employment with the Company or a Subsidiary  Corporation after having reached an
age of at least  sixty  (60)  years and  having at least  twenty  (20)  years of
service as an employee of the Company or any Subsidiary Corporation  ("Qualified
Retirement"),  all options  held by such  Optionee  may be exercised at any time
within the three (3)-month  period  following such Qualified  Retirement (to the
extent the  Optionee  was  entitled to  exercise  the options on the date of the
Optionee's Qualified Retirement;  provided, that an Option Agreement may provide
for the acceleration of exercisability in the event of Qualified Retirement.) If
an Optionee  becomes  permanently  and totally  disabled  (within the meaning of
Section 22(e) (3) of the Code) and ceases by reason thereof to be an employee of
the Company or a Subsidiary  Corporation,  all options held by such Optionee may
be  exercised  at  any  time  within  the  one  (1)-year  period  following  the
termination of such Optionee's  employment by virtue of such permanent and total
disability  (to the extent the  Optionee was entitled to exercise the options on
the date of the termination;  provided, that an Option Agreement may provide for
the  acceleration  of  exercisability  in  the  event  of  permanent  and  total
disability.) Notwithstanding the above, in no event may any option granted under
this Plan be exercised after the expiration of the term for which the option was
granted.


      

     (c) Death of  Optionee.  If an  Optionee  holding  an option  which has not
expired or terminated shall die, then the estate of the decedent,  the person or
persons to whom the Optionee's  rights under the option were transferred by will
or by the laws of descent and distribution, or the beneficiary designated by the
Optionee in a written designation filed with and approved by the Committee prior
to the Optionee's death may, at any time within six (6) months after the date of
such death (whether or not the three (3)month or the one (1)-year period, as the
case may be,  specified in Paragraph 10(b) in the event of Qualified  Retirement
or permanent and total  disability  (within the meaning of Section 22 (e) (3) of
the Code), if applicable, had commenced to run on the date of his or her death),
but in no event  after  the  expiration  of the term for which  the  option  was
granted,  exercise all such options to the extent such  Optionee was entitled to
exercise such options as of the date of the Optionee's death; provided,  that an
Option Agreement may provide for the acceleration of exercisability in the event
of death.  Any such exercise  shall be effected by written notice to the Company
from the person entitled to exercise the option and the person or persons giving
the same shall  furnish to the  Company  such other  documents  or papers as the
Company may reasonably require, including,  without limitation,  evidence of the
authority  of such  person or  persons  to  exercise  the  option  and  evidence
satisfactory  to the Company  that any death taxes  payable with respect to such
shares have been paid or provided for.


11. Amendments and Termination. 



      

     The  Committee may amend,  alter,  suspend,  discontinue,  or terminate the
Plan, but no amendment, alteration, suspension,  discontinuation, or termination
shall be made that would impair the rights of an Optionee without the Optionee's
written  consent,  or that  without the approval of the  Company's  stockholders
would:


      

         (a) except as is provided in Paragraph 3(b) of the Plan,
                  materially increase the total number of Shares available under the Plan;


      

         (b) materially increase benefits accruing under the Plan; or


      

         (c) materially modify the requirements as to eligibility for participation in the Plan.


      

     The Committee may amend the terms of any option theretofore granted and may
also  substitute new options for options  previously  granted under this Plan or
for options granted under any other compensation plan of the Company,  including
without  limitation  previously granted options having higher option prices, but
no such  amendment  or  substitution  shall  impair the  rights of any  Optionee
without the Optionee's written consent.


      

     The Committee may correct any defect,  supply any omission or reconcile any
inconsistency in the Plan or any Option in the manner and to the extent it shall
deem  desirable to carry it into effect.  In the event the Company  shall assume
outstanding  options or the right or obligation to make future awards of options
in connection  with the acquisition of another  corporation or business  entity,
the Committee  may, in its  discretion,  make such  adjustments  in the terms of
options under the Plan as it shall deem appropriate.


12. General Provisions 


      

     (a)  Delivery  of Shares.  No Shares  shall be  delivered  pursuant  to the
exercise  of any  option,  in whole or in part,  until (i) there shall have been
such  compliance as the Company may deem  necessary or advisable with respect to
any and all  federal  and state  laws,  rules and  regulations  relating  to the
authorization, issuance, registration,  qualification, or sale of securities and
(ii)  payment in full of the option  price  thereof is  received  by the Company
either in cash or, as specified in the related Option Agreement,  in Shares or a
combination of cash and Shares of the Company.


      

     (b) Stockholder  Rights.  An Optionee shall not have any of the rights of a
stockholder  with  respect to the Shares  covered by an option until such Shares
have been  transferred  to him on the books and records of the Company  upon the
exercise of the option.


      

     (c) Rights to Awards.  No employee or other  person shall have any right to
be granted any option under the Plan,  and there is no obligation for uniformity
of treatment of employees  (including Eligible  Employees),  Optionee's or their
beneficiaries under the Plan.


      

     (d) No Cash Consideration for Options. Options shall be granted for no cash
consideration.


      

     (e)  Restrictions.  All  certificates  for Shares  delivered under the Plan
pursuant to any option shall be subject to such stock-transfer  orders and other
restrictions as the Committee may deem advisable  under the rules,  regulations,
and other requirements of the Securities and Exchange  Commission,  the National
Association of Securities Dealers,  Inc. with respect to its Automated Quotation
System,  any stock  exchange  upon  which the Shares  are then  listed,  and any
applicable Federal or state securities law, and the Committee may cause a legend
or legends to be placed on any such  certificates to make appropriate  reference
to such restrictions.


      

     (f) Governing Law. The validity,  construction,  and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in accordance
with the laws of the State of Missouri and applicable Federal law.


      

     (g) Severability. If any provision of this Plan or any Option is or becomes
or is deemed to be invalid, illegal or unenforceable in any jurisdiction,  or as
to any Optionee or option,  or would disqualify the Plan or any option under any
law deemed  applicable by the Committee,  such  provision  shall be construed or
deemed  amended to conform to  applicable  laws, or if it cannot be construed or
deemed  amended  without,  in the  determination  of the  Committee,  materially
altering  the intent of the Plan or the  option,  it shall be  stricken  and the
remainder of the Plan and any such option shall remain in full force and effect.


      

     h) No Right to Employment. The grant of an option shall not be construed as
giving an  Optionee  the right to be  retained in the employ of the Company or a
Subsidiary Corporation.  Further, the Company or a Subsidiary Corporation may at
any time  terminate the employment of an Optionee,  free from any liability,  or
any claim under the Plan, unless otherwise  expressly provided in the Plan or in
any Option Agreement.


      

     i) Withholding  Taxes.  In the event that an option becomes  taxable at the
time of exercise or at any other time,  the Company's  obligation to deliver the
Shares  upon the  exercise  of the option  shall be  subject  to the  Optionee's
satisfaction  of  all  applicable  federal,  state  and  local  tax  withholding
requirements,  if any, as well as the  withholding  requirements  of any foreign
jurisdictions  arising out of the exercise of the option.  In that  regard,  the
Optionee  shall  pay the  amount of taxes,  if any,  required  by the law of the
United States or any applicable foreign  jurisdiction to be withheld as a result
of  the  exercise  of  the  option,  as  determined  by  the  Committee:  (a) by
withholding  from the amount of Shares due upon  exercise of the option;  (b) by
allowing  the  Optionee  to deliver to the Company  Shares  having a fair market
value on the date of payment  equal to the amount of such  required  withholding
taxes;  or (c) by making  payment to the Company in the manner  specified by the
Company,  including,  but not limited to, a deduction  from any  payments of any
kind otherwise due to the Optionee from the Company.



13. Effective Date and Term of Plan 



      

     This Plan shall be  effective  as of April 18, 2002  subject to approval of
the  Plan  by  the  Company's   shareholders  at  the  2002  Annual  Meeting  of
Shareholders  of the Company.  No option shall be granted  pursuant to this Plan
after April l7, 2012.