Exhibit 4.3


         FIRST BUSINESS BANCSHARES OF KANSAS CITY, INC.
               1994 KEY EMPLOYEE STOCK OPTION PLAN

     1.   PURPOSE.  The purpose of the First Business Bancshares
of Kansas City, Inc. 1994 Key Employee Stock Option Plan (the
"Plan") is to advance the interests of the Corporation by
encouraging and providing a means whereby key employees may
acquire an indirect equity interest in the success of First
Business Bank of Kansas City, N.A. (the "Bank") by purchasing
regular common stock of First Business Bancshares of Kansas City,
Inc. (the "Corporation") pursuant to Options granted under the
Plan.  These Options will not be qualified under the Internal
Revenue Code of 1986, as amended (the "Code").  The Board of
Directors of the Corporation believes that the Plan will enable
the Corporation to attract and retain the services of highly
qualified executives upon whose judgment, leadership and special
efforts the successful conduct of the Corporation's business is
largely dependent.

     2.   NUMBER OF SHARES.  Options under the Plan may be
granted annually to any key employee of the Corporation to
purchase such number of shares of the Corporation's regular
common stock which the Directors shall determine.  Such options
shall be granted on the last day in _____ of each year.  The
aggregate number of shares of the regular common stock of the
Corporation which may be issued under Options granted pursuant to
the Plan shall not exceed 27,000 shares, subject to adjustment as
described in Section 8.  Such shares may, at the discretion of
the Board of Directors, consist either in whole or in part of
shares of the Corporation's authorized but unissued regular
common stock or shares of the Corporation's authorized and issued
regular common stock reacquired by the Corporation and held in
its treasury.  If an Option granted under the Plan is surrendered
or for any other reason ceases to be exercisable in whole or in
part, the shares which were subject to such Option, but as to
which the Option has not been exercised, shall continue to be
available under the Plan.

     3.   ADMINISTRATION AND ELIGIBILITY.

          (a)  This Plan shall be administered by the Board of
Directors.  The Board of Directors shall establish rules for the
proper administration of the Plan.  The Board of Directors of the
Corporation shall have the authority to grant Options hereunder,
to cancel Options with the consent of the Optionee or otherwise
in accordance herewith and to impose such conditions on the grant
of an Option as it determines are appropriate.

          (b)  The Board of Directors shall take into
consideration the recommendations of the Corporation's
Compensation Committee in determining the number of Options
granted and the recipients of such Options.

          (c)  Within the limits of the express provisions of the
Plan, the Board of Directors shall determine: (i) the key
employees ("Key Employees") to whom awards hereunder shall be
granted, (ii) the time or times at which such awards shall be
granted, (iii) the form and amount of the awards, and (iv) the
limitations, restrictions and conditions applicable to any such
award.  In making such determinations, the Board may take into
account the nature of the services rendered by such Key
Employees, or classes of Key Employees, their present and <PAGE>
potential contributions to the Corporation's success and such
other factors as the Board in its discretion shall deem relevant.

          (d)  The Board's determinations under the Plan,
including without limitation, determinations as to the persons to
receive awards, the terms and provisions of such awards and the
agreements evidencing the same, need not be uniform and may be
made by it selectively among persons who receive or are eligible
to receive awards under the Plan, whether or not such persons are
similarly situated.

     4.   OPTION PRICE.  The Option exercise price shall be equal
to, but not be less than, 100% of the Fair Market Value of the
regular common stock at the time an Option is granted. "Fair
Market Value" of any share of the Corporation's regular common
stock at any date shall be: (i) if the shares are listed on an
established stock exchange or exchanges, the last reported sale
price per share on such date on the principal exchange on which
it is traded, or if no sale was made on such date on such
principal exchange, at the closing reported price on such date on
such exchange; or (ii) if the shares of stock are not then listed
on an exchange, the last sales price or closing price per share
in the over-the-counter market as reported by the National
Association of Securities Dealer's, Inc. Automated Quotation
System ("NASDAQ") in the National Market System List on such
date; or (iii) if the shares of regular common stock are not then
listed on an exchange or quoted on NASDAQ, an amount equal to its
book value based on the Corporation's consolidated audited
financial statements for the most recent year end.

     5.   OPTIONS AND VESTING.

          (a)  TERM OF OPTIONS.  Each Option shall become
exercisable at the time, and for the number of shares of Common
Stock, fixed by the Board in the Option Agreement with each Key
Employee.  Each Option shall expire and all rights to purchase
Common Stock thereunder shall cease no later than:

               (i)  Three months from the date on which the
          Optionee's continuous employment by the Corporation or
          the Bank is terminated; or

               (ii) Three months from the date on which the
          Corporation ceases to own directly or through
          attribution from its wholly-owned subsidiaries 50% or
          more of the voting stock of the Bank; or

               (iii)Twelve months from the date on which the
          Optionee's continuous employment by the Corporation or
          the Bank is terminated, as a result of death, or if, at
          the time of such termination, the Optionee is
          considered disabled for purposes of Section 422A of the
          Code; or

               (iv) The tenth anniversary of the date the Option
          was granted; or

               (v)  Regardless of anything to the contrary in
          this Agreement or in the 1994 Plan, from the date fraud
          is committed if there is a final decision by a court of
          competent jurisdiction that the Optionee committed
          fraud in the exercise of his duties to the Corporation
          or the Bank.
<PAGE>
          Although already vested Options may be exercised during
the three-month and twelve-month periods after termination of
employment referred to in Section 3(a), 3(b) and 3(c) above,
Options do not continue to vest during these three-month and
twelve-month periods.

          (b)  TAX WITHHOLDING.  Whenever the Corporation
proposes or is required to issue or transfer shares of Common
Stock to a Key Employee under the Plan, the Corporation shall
have the right to require the Key Employee to remit to the
Corporation an amount sufficient to satisfy all federal, state
and local withholding tax requirements prior to the delivery of
any certificate or certificates for such shares.  If such
certificates have been delivered prior to the time a withholding
obligation arises, the Corporation shall have the right to
require the Key Employee to remit to the Corporation an amount
sufficient to satisfy all federal, state, or local withholding
tax requirements at the time such obligation arises and to
withhold from other amounts payable to the Key Employee, as
compensation or otherwise, as necessary.  In lieu of requiring a
Key Employee to make a payment to the Corporation in an amount
related to the withholding tax requirement, the Board of
Directors may, in its discretion, provide that at the Key
Employee's election, the tax withholding obligation shall be
satisfied by the Corporation's withholding a portion of the
shares otherwise distributable to the Key Employee, such shares
being valued at their FAIR MARKET value at the date of exercise,
or by the Key Employee's delivering to the Corporation a portion
of the shares previously delivered by the Corporation, such
shares being valued at their fair market value as the date of
delivery of such shares by the Key Employee to the Corporation.

          Notwithstanding any provision of the Plan to the
contrary: (i) a Section 16 Insider's election pursuant to the
preceding sentence must be made on or prior to the date as of
which income is realized by the Section 16 Insider in connection
with such benefit and must be irrevocable, and (ii) if the
Section 16 Insider elects to have shares withheld from those
otherwise issuable, then the election must be made in writing
either (A) within the 10 business days beginning on the third
business day following the release of the Corporation's quarterly
or annual summary of earnings and ending on the 12th business day
following such day, or (B) at least six months prior to the date
the income is realized. "Section 16 Insider" shall be defined by
reference to Section 16 of the Securities Exchange Act of 1934
and the rules and regulations thereunder.

          (c)  NORMAL VESTING OF OPTIONS.  Options allocated in
any year shall be subject to a vesting schedule before they are
exercisable in accordance with the following schedule:

     End of year one     20% of allocation
     End of year two     20% of allocation
     End of year three   20% of allocation
     End of year four    20% of allocation
     End of year five    20% of allocation

          (d)  VESTING OF OPTIONS UPON CHANGE OF CONTROL.

               In the event that:

               (i)  any person (as such term is used in Section
          13 of the Securities Exchange Act of 1934 and the rules
          and regulations thereunder and including any <PAGE>
          Affiliate or Associate of such person, as defined in
          Rule 12b-2 under said Act, and any person acting in
          concert with such person) directly or indirectly
          acquires or otherwise becomes entitled to vote more
          than 50 percent of the voting power entitled to be cast
          at elections for directors ("Voting Power") of the
          Corporation or the Bank; or

               (ii) there occurs any merger or consolidation of
          the Corporation or the Bank, or any sale, lease or
          exchange of all or any substantial part of the
          consolidated assets of the Corporation or the Bank to
          any other person and (A) in the case of a merger or
          consolidation, the holders of outstanding stock of the
          Corporation or the Bank entitled to vote in elections
          of directors immediately before such merger or
          consolidation (excluding for this purpose any person,
          including any Affiliate or Associate, that directly or
          indirectly owns or is entitled to vote 20 percent or
          more of the Voting Power of the Corporation or the
          Bank) hold less than 80 percent of the Voting Power of
          the survivor of such merger or consolidation or its
          parent; or (B) in the case of any such sale, lease or
          exchange, the Corporation does not own at least 80
          percent of the Voting Power of the other person,

then all Options previously allocated to Key Employees shall
immediately vest and shall be exercisable at the Key Employee's
election.

          (e)  CORPORATION'S BUY-BACK RIGHT.

               If a Key Employee voluntarily terminates his or
her employment with the Corporation, the Corporation shall have
the right to repurchase such Key Employee's Options. The
repurchase price shall be the difference between the Fair Market
Value of the Option shares on the proposed transaction date less
the exercise price of the Option.

     6.   EXERCISE OF AN OPTION.  During the period when any
Option or portion of it remains exercisable, such Option may be
exercised at any time in whole or in part.  An Option granted
pursuant to this Plan shall be deemed exercised, in whole or in
part, on the registered or certified mail postmark date of the
Optionee's written notice of exercise to the Corporation.  Such
notice shall be accompanied by payment in full of the exercise
price of the shares then being purchased.  Payment for such
shares shall be tendered in cash.

     7.   USE OF PROCEEDS.  The consideration received by the
Corporation for shares of its regular common stock issued
pursuant to Options granted under the Plan shall be credited to
stated capital to the extent of the aggregate par value of that
stock.  All amounts of such consideration received by the
Corporation in excess of the aggregate par value shall constitute
capital surplus.

     8.   ADJUSTMENTS UPON CHANGES IN STOCK.  If there shall be
any change in the stock of the Corporation subject to the Plan or
to any Option granted under it through merger, consolidation,
reorganization, stock split, stock dividend of 5% or more in any
year, issuance of additional stock or other change in the
corporation structure, appropriate adjustment shall be made by
the Board of Directors in: (a) the aggregate number of shares
subject to the Plan, (b) the <PAGE> maximum number of shares for
which Options may be granted under it to any Key Employee, and
(v) the number of shares and the price per share subject to
outstanding Options. Any stock dividend or stock split amounting
to less than 5% in any one year shall not require adjustment in
the number of shares or Option price of any Options held under
this Plan.

     9.   NONTRANSFERABILITY OF OPTIONS.  An Option granted under
the Plan may not be transferred except by will or the laws of
descent and distribution, and may be exercised during the
lifetime of any Key Employee only by the Key Employee.

     10.  INVESTMENT PURPOSE.  Each Option under the Plan shall
be granted on the condition that the purchases of shares of
regular common stock of the Corporation thereunder shall be for
investment purposes and not with a view to resale or
distribution; and upon exercise of any Option, each Optionee
shall, upon request of the Corporation, execute an instrument
prepared by the Corporation evidencing such investment intent.
The stock certificates issued pursuant to the exercise of any
Option shall bear the following restrictive legend:

     "The shares represented by this certificate have been
     acquired for investment and have not been registered
     under the Securities Act of 1933.  The shares may not
     be sold or transferred in the absence of such
     registration or an exemption therefrom under said Act."

     11.  SUSPENSION OR TERMINATION OF PLAN.  The Board of
Directors may at any time suspend or terminate the Plan.  No
Option may be granted during such suspension or after such
termination of this Plan.  The suspension or termination of the
Plan shall not, without the Optionee's consent, alter or impair
any rights or obligations under any Option previously granted
under the plan.

     12.  AMENDMENT OF PLAN.  The Board of Directors may at any
time amend the Plan in such respects as the Board of Directors
may deem advisable, or in order to conform to any change in the
law, or in any other respect which the Board of Directors may
deem to be in the best interest of the Corporation; provided,
however, that no such amendment shall, without further approval
of the stockholders of the Corporation (except as provided in
Section 8):  (a) increase the aggregate number of shares of
regular common stock of the Corporation which may be issued under
Options granted pursuant to the Plan; (b) change the minimum
Option purchase price; or (c) increase the maximum period during
which the Options may be exercised.  Any amendment to the Plan
shall not, without the Key Employee-optionee's consent, alter or
impair any rights or obligations under any Option previously
granted under this Plan.
<PAGE>