Prepared By R.R. Donnelley Financial -- Form 8-k

Exhibit No.		Description
EX-99.1		2nd quarter Earnings Release
EX-3.1		Amendment to the Bylaws

EX-99.1 2 rrd166725_21012.htm 2ND QUARTER EARNINGS RELEASE UMB Financial Corporation Announces First Quarter 2004 Earnings

UMB Financial Corporation News Release

1010 Grand Boulevard

Kansas City, MO 64106

816/860-7000

umb.com

//FOR IMMEDIATE RELEASE//

Contact: Pam Blase, 816.860.5606

Investor Relations Contact: Phillip Mason, 816.860.4944

UMB Financial Corporation Reports Record Quarterly Earnings with Second Quarter 2007 Earnings Growth of 35%

Selected quarterly financial highlights

Record quarterly net income of $20.1 million
Record quarterly revenue of $129.2 million
Record quarterly noninterest income of $72.3 million
Average loans increased 11.6 percent
Credit quality remained strong with net charge-offs representing less than 0.05 percent of average loans

Kansas City, Mo. (July 24, 2007) - UMB Financial Corporation (NASDAQ: UMBF), a Kansas City-based multi-bank holding company, announced record earnings of $20.1 million or $0.48 per share ($0.48 diluted) for the three-month period ended June 30, 2007. This is an increase of $5.2 million, or 35.0 percent, compared to the second quarter 2006 earnings of $14.9 million or $0.35 per share ($0.35 diluted). Revenue was higher due to a 6.3 percent increase in net interest income and a 10.1 percent increase in noninterest income. These revenue increases were partially offset by a 3.1 percent increase in noninterest expense.

"Our second quarter results are continued evidence that our team's disciplined approach to our strategies is driving profitable growth," commented Mariner Kemper, Chairman and CEO of UMB Financial Corporation. "This strong quarterly performance was driven by solid noninterest income and loan growth, while we effectively managed expenses and remained focused on asset quality. Return on average equity is the highest level since the first quarter of 2002, and at 1.02 return on average assets improved significantly."

Net Interest Income

Net interest income for the second quarter of 2007 increased $3.3 million, or 6.3 percent, compared to the same period in 2006 due primarily to higher average earning assets while maintaining net interest margin. Average earning assets increased by $414.5 million, or 6.3 percent, as compared to the second quarter of 2006. Most of this increase was due to a $406.2 million, or 11.6 percent, increase in average loans.

Net interest margin remained flat at 3.43 percent for the three months ended June 30, 2007 as compared to the same quarter in 2006. Although net interest spread decreased by 3 basis points from the three months ended June 30, 2006, it was offset by the contribution from noninterest bearing deposits. Noninterest bearing deposits comprised 32.6 percent of total deposits as of June 30, 2007.

Noninterest Income and Expense

"Fee-based businesses continue to be an important driver for the company," said Peter deSilva, President and Chief Operating Officer. "Our noninterest income grew substantially year over year, with trust income and deposit service charges continuing to lead the improvement. In addition, Asset Management continues to be an important fee income driver, with growth in Corporate Trust, Private Banking and our Scout Funds."

Noninterest income increased $6.6 million, or 10.1 percent, for the three months ended June 30, 2007 compared to the same period in 2006. Trust and securities processing income increased $4.0 million, or 15.9 percent, for the three months ended June 30, 2007 compared to the same period in 2006. This increase was primarily due to a $1.0 billion, or 22.7 percent, increase in total assets under management in the UMB Scout Funds at June 30, 2007 as compared to June 30, 2006. Deposit service charges were $1.7 million, or 8.9 percent, higher in the second quarter 2007 than the same period in 2006.

Noninterest expense increased $2.9 million, or 3.1 percent, for the three months ended June 30, 2007 compared to the same period in 2006. Salary expense increased by $2.1 million, or 4.4 percent, mostly due to higher base employee salaries and higher cost of benefits. Occupancy expense increased $0.8 million, or 12.3 percent, mainly from increased repair and maintenance costs on existing facilities. Equipment expense increased by $0.7 million, or 5.8 percent, mostly due to amortization and maintenance costs related to software and related equipment.

Balance Sheet

"Our operating leverage for the quarter - revenue growth of 8.4 percent and expense growth of only 3.1 percent - is evidence that our strategies are working," said Mike Hagedorn, Chief Financial Officer. "Looking at our balance sheet, we remain well-positioned in the current interest rate environment."

Average total assets for the three months ended June 30, 2007 were $7.9 billion compared to $7.4 billion for the same period in 2006, an increase of $512.5 million, or 6.9 percent. Average earning assets increased by $414.5 million, or 6.3 percent. In addition to the increase in earning assets, the mix of higher yielding loans to overall earning assets was favorable. Average loans comprised 56.2 percent of the company's earning asset base for 2007 as compared to 53.5 percent for 2006.

For the three months ended June 30, 2007, average loans were $3.9 billion compared to $3.5 billion for the same period in 2006, an increase of 11.6 percent. Actual loan balances on June 30, 2007 were $4.0 billion, compared to $3.6 billion on June 30, 2006. These balances are as follows:

Loans by Category (in thousands)	June 30, 2007	June 30, 2006	Change	Percent Change
Commercial, financial and agricultural	$1,777,252	$1,662,388	$114,864	6.9%
Real estate construction	85,173	52,362	32,811	62.7%
Consumer	909,488	977,150	(67,662)	(6.9)%
Real estate	1,180,204	892,036	288,168	32.3%
Leases	6,061	5,715	346	6.1%
Loans before loans held for sale	3,958,178	3,589,651	368,527	10.3%
Loans held for sale	14,290	20,061	(5,771)	(28.8)%
Total loans and loans held for sale	$3,972,468	$3,609,712	$362,756	10.0%

Nonperforming loans at June 30, 2007 totaled $7.9 million compared to $8.6 million a year earlier. As a percentage of total loans, nonperforming loans were 0.20 percent of loans as of June 30, 2007 and 0.24 percent at June 30, 2006. The company's allowance for loan losses totaled $45.2 million, or 1.14 percent of total loans as of June 30, 2007 compared to $42.1 million, or 1.17 percent of total loans as of June 30, 2006.

Average securities balances were $2.7 billion for the second quarter of 2007 compared to $2.6 billion for the same period in 2006, an increase of $96.5 million, or 3.7 percent. This increase was partially offset by a $92.7 million decrease in average federal funds and resell agreements.

Average total deposits increased $133.6 million, or 2.4 percent, to $5.6 billion for the three months ended June 30, 2007, compared to the same period in 2006. The increase in deposits came primarily from time deposits and money market accounts as a result of targeted marketing campaigns. Average time deposit accounts increased by $68.6 million, or 6.1 percent, for the three months ended June 30, 2007 as compared to 2006. Total deposits as of both June 30, 2007 and 2006 were $5.8 billion.

As of June 30, 2007, UMB had total shareholders' equity of $860.4 million, a 4.6 percent increase from the prior year. Return on average equity increased during the second quarter to 9.32 percent, compared to 7.15 percent for the second quarter of 2006.

Year-to-Date

Earnings for the six months ended June 30, 2007 were $37.4 million or $0.89 per share ($0.89 diluted). This is an increase of $9.3 million, or 33.1 percent, compared to the prior year earnings of $28.1 million or $0.66 per share ($0.65 diluted).

Net interest income for the year-to-date June 30, 2007 increased $8.1 million, or 7.6 percent, compared to the same period in 2006 due primarily to higher average earning assets and rates. Net interest margin increased to 3.37 percent for the year-to-date June 30, 2007 compared to 3.33 percent for the same period in 2006.

Noninterest income increased $13.5 million, or 10.7 percent, for the year-to-date June 30, 2007 compared to the same period in 2006. The increase was primarily attributable to higher trust and securities processing income, deposit service charges and trading and investment income. Trust and securities processing income increased $8.6 million, or 18.0 percent, for the year-to-date June 30, 2007 compared to the same period in 2006. Deposit service charges were $3.0 million, or 8.1 percent, higher for the six months ended June 30, 2007 than the same period in 2006 due mostly to greater individual overdraft and return item charges.

Noninterest expense increased $9.3 million, or 5.0 percent, for the six months ended June 30, 2007 compared to the same period in 2006. Salary expense increased by $6.1 million, or 6.4 percent, mostly due to higher base employee salaries and higher cost of benefits. Occupancy expense increased $1.4 million, or 10.5 percent, mainly from increased repair and maintenance costs of existing facilities. Equipment expense increased by $3.0 million, or 12.6 percent, for the year-to-date June 30, 2007 as compared to the same period in 2006 due mostly to higher amortization and maintenance costs related to software and related equipment.

The company declared its regular quarterly dividend of $0.14 per share to be paid on October 1, 2007 to shareholders of record as of the close of business on September 12, 2007.

The company plans to host a conference call to discuss its second quarter results on July 25, 2007, at 8:30 a.m. (CT). Interested parties may access the call by dialing U.S. (toll-free) 800-240-2430 or access the following Web link at least 10 minutes before the call begins: http://w.on24.com/r.htm?e=64943&s=1&k=E6A709AF6D16DDC2A3C9FE66D66A87CB or visit www.umb.com, investor relations, to access the link to the live call.

A replay of the conference call may be heard until August 8, 2007, by calling (U.S.) 800-405-2236 or (U.S.) 303-590-3000. The replay pass code required for playback is conference ID 11092699#. The call replay may also be accessed via the company's Web site, www.umb.com, by visiting the investor relations area.

Forward-Looking Statements:

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements rely on a number of assumptions concerning future events and are subject to risks and uncertainties, which could cause actual results to differ materially from those contemplated by the forward-looking statements in this Current Report on Form 8-K, any exhibits to this Current Report and other public statements the company may make . While management of UMB believes their assumptions are reasonable, UMB cautions that changes in general economic conditions, changes in interest rates, changes in the securities markets, changes in operations, changes in competition, technology changes, legislative or regulatory changes, the ability of customers to repay loans, changes in loan demand, the abilit y to integrate acquisitions and increases in employee costs, and other risks and uncertainties detailed in UMB's filings with the Securities and Exchange Commission, may cause actual results to differ materially from those discussed in this release. UMB has no duty to update such statements, and undertakes no obligation to update or supplement forward-looking statements that become untrue because of new information, future events or otherwise.

About UMB:

UMB Financial Corporation (NASDAQ: UMBF) is a multi-bank holding company headquartered in Kansas City, Mo., offering complete banking, asset management, health spending solutions and related financial services to both individual and business customers nationwide. Its banking subsidiaries own and operate 134 banking centers throughout Missouri, Illinois, Colorado, Kansas, Oklahoma, Nebraska and Arizona. Subsidiaries of the holding company and the lead bank, UMB Bank, n.a., include an investment services group based in Milwaukee, Wisconsin, a trust management company in South Dakota, and single-purpose companies that deal with brokerage services and insurance.

CONSOLIDATED BALANCE SHEETS				UMB Financial Corporation
(all dollars in thousands) (unaudited)
		June 30,
Assets		2007		2006

Loans	$	3,958,178	$	3,589,651
Allowance for loan losses		(45,248)		(42,120)
Net loans		3,912,930		3,547,531
Loans held for sale		14,290		20,061
Investment Securities:
Available for sale		2,712,046		2,511,014
Held to maturity		39,445		52,046
Federal Reserve Bank stock and other		18,515		14,903
Trading securities		67,015		63,785
Total investment securities		2,837,021		2,641,748
Federal funds and resell agreements		365,466		560,422
Cash and due from banks		430,908		447,515
Bank premises and equipment, net		239,122		236,027
Accrued income		58,779		52,193
Goodwill on purchased affiliates		94,631		60,731
Other intangibles		17,935		6,487
Other assets		62,962		60,117
Total assets	$	8,034,044	$	7,632,832


Liabilities
Deposits:
Noninterest - bearing demand	$	1,892,947	$	2,135,163
Interest - bearing demand and savings		2,679,537		2,443,546
Time deposits under $100,000		775,111		778,260
Time deposits of $100,000 or more		450,900		394,867
Total deposits		5,798,495		5,751,836
Federal funds and repurchase agreements		1,255,414		934,109
Short-term debt		12,646		23,598
Long-term debt		35,788		37,342
Accrued expenses and taxes		46,726		39,151
Other liabilities		24,547		23,860
Total liabilities		7,173,616		6,809,896

Shareholders' Equity
Common stock		55,057		55,057
Capital surplus		700,616		698,485
Retained earnings		406,048		359,868
Accumulated other comprehensive income (loss)		(22,858)		(37,590)
Treasury stock		(278,435)		(252,884)
Total shareholders' equity		860,428		822,936
Total liabilities and shareholders' equity	$	8,034,044	$	7,632,832

Consolidated Statements of Income								UMB Financial Corporation
(unaudited, dollars in thousands except share and per share data)
		Three Months Ended				Six Months Ended
		June 30,				June 30,
Interest Income		2007		2006		2007		2006
Loans	$	68,313	$	57,541	$	134,414	$	110,774
Securities:
Taxable Interest		23,206		19,180		47,948		40,932
Tax-exempt interest		6,126		5,841		12,153		11,525
Total securities income		29,332		25,021		60,101		52,457
Federal funds and resell agreements		4,126		5,039		11,332		10,127
Trading securities and other		666		734		1,263		1,449
Total interest income		102,437		88,335		207,110		174,807

Interest Expense
Deposits		28,961		22,830		57,779		43,592
Federal funds and repurchase agreements		15,985		11,409		34,340		24,243
Short-term debt		177		171		280		324
Long-term debt		459		416		892		894
Total interest expense		45,582		34,826		93,291		69,053
Net interest income		56,855		53,509		113,819		105,754
Provision for loan losses		2,000		3,075		3,500		6,234
Net interest income after provision for loan losses		54,855		50,434		110,319		99,520

Noninterest Income
Trust and securities processing		28,954		24,990		56,242		47,659
Trading and investment banking		5,555		4,567		10,394		8,680
Service charges on deposits		20,686		19,002		39,574		36,609
Insurance fees and commisions		955		1,101		1,631		2,093
Brokerage fees		1,987		1,600		4,065		3,117
Bankcard fees		9,900		9,860		19,296		18,806
Other gains, net		(9)		574		(9)		596
Gains (loss) on sales of securities available for sale		(7)		75		2		84
Other		4,305		3,940		7,819		7,885
Total noninterest income		72,326		65,709		139,014		125,529

Noninterest Expense
Salaries and employee benefits		49,908		47,796		101,099		95,034
Occupancy, net		7,640		6,802		14,754		13,356
Equipment		13,068		12,348		26,425		23,463
Supplies, postage and telephone		5,794		5,698		11,513		11,473
Marketing and business development		4,157		4,022		7,694		7,644
Processing fees		7,131		7,245		13,777		13,555
Legal and consulting		1,941		2,007		3,466		3,656
Bankcard		2,844		3,519		5,435		6,810
Amortization of other intangibles		734		286		1,469		504
Other		5,121		5,668		10,115		10,928
Total noninterest expense		98,338		95,391		195,747		186,423

Income before income taxes		28,843		20,752		53,586		38,626
Income tax provision		8,780		5,893		16,199		10,526
Net income	$	20,063	$	14,859	$	37,387	$	28,100
Per Share Data
Net income- Basic	$	0.48	$	0.35	$	0.89	$	0.66
Net income- Diluted		0.48		0.35		0.89		0.65
Dividends		0.14		0.13		0.28		0.26
Weighted average shares outstanding		41,857,515		42,677,639		41,944,564		42,748,188

UMB FINANCIAL CORPORATION
STATEMENTS OF CHANGES IN CONSOLIDATED SHAREHOLDERS' EQUITY
(unaudited, dollars in thousands)
										Accum-
										ulated
										Other
						Unearned				Compre-
		Common		Capital		Compen-		Retained		hensive		Treasury
		Stock		Surplus		sation		Earnings		Income		Stock		Total
Balance - January 1, 2006	$	27,528	$	728,108	$	(1,904)	$	342,675	$	(21,550)	$	(241,394)	$	833,463
Adoption of SFAS 123( R)		-		(1,904)		1,904		-		-		-		-
Comprehensive income/(loss)
Net income		-		-		-		28,100		-		-		28,100
Change in unrealized losses on securities		-		-		-		-		(16,040)		-		(16,040)
Total comprehensive income														12,060
Cash dividends ($0.26 per share)		-		-		-		(10,907)		-		-		(10,907)
Stock split two for one		27,529		(27,529)										-
Purchase of treasury stock		-		-		-		-		-		(12,616)		(12,616)
Issuance of stock awards		-		(758)								908		150
Recognition of restricted stock compensation						-		428		-		-		-	-	428
Sale of treasury stock		-		117		-		-		-		85		202
Exercise of stock options		-		23		-		-		-		133		156
Balance - June 30, 2006	$	55,057	$	698,485	$	-	$	359,868	$	(37,590)	$	(252,884)	$	822,936

Balance - January 1, 2007	$	55,057	$	699,794	$	-	$	380,464	$	(17,259)	$	(269,181)	$	848,875
Comprehensive income
Net income		-		-		-		37,387		-		-		37,387
Change in unrealized losses on securities		-		-		-		-		(5,599)		-		(5,599)
Total comprehensive income														31,788
Cash dividends ($0.28 per share)		-		-		-		(11,803)		-		-		(11,803)
Purchase of treasury stock		-		-		-		-		-		(10,739)		(10,739)
Issuance of stock awards				(898)		-						1,035		137
Recognition of stock based compensation		-		1,419		-								1,419
Sale of treasury stock		-		149		-		-		-		94		243
Exercise of stock options		-		152		-		-		-		356		508
Balance - June 30, 2007	$	55,057	$	700,616	$	-	$	406,048	$	(22,858)	$	(278,435)	$	860,428

Average Balances / Yields and Rates				UMB Financial Corporation
(tax - equivalent basis)
(all dollars in thousands)(unaudited)		Three Months Ended June 30,
		2007				2006
		Average	Average			Average	Average
Assets		Balance	Yield/Rate			Balance	Yield/Rate
Loans, net of unearned interest	$	3,918,415	7.00	%	$	3,512,210	6.58	%
Securities:
Taxable		1,975,785	4.71			1,915,411	4.02
Tax-exempt		708,503	5.05			672,360	5.04
Total securities		2,684,288	4.80			2,587,771	4.28
Federal funds and resell agreements		307,503	5.38			400,226	5.05
Other earning assets		67,305	4.14			62,772	4.85
Total earning assets		6,977,511	6.05			6,562,979	5.56
Allowance for loan losses		(44,965)				(41,401)
Other assets		995,491				893,992
Total assets	$	7,928,037			$	7,415,570


Liabilities and Shareholders' Equity
Interest-bearing deposits	$	3,811,967	3.05	%	$	3,581,602	2.56	%
Federal funds and repurchase agreements		1,309,594	4.90			1,007,869	4.54
Borrowed funds		51,166	4.99			52,685	4.47
Total interest-bearing liabilities		5,172,727	3.53			4,642,156	3.01
Noninterest-bearing demand deposits		1,799,376				1,896,092
Other liabilities		92,829				43,521
Shareholders' equity		863,105				833,801
Total liabilities and shareholders' equity	$	7,928,037			$	7,415,570
Net interest spread			2.52	%			2.55	%
Net interest margin			3.43				3.43


		Six Months Ended June 30,
		2007				2006
		Average	Average			Average	Average
Assets		Balance	Yield/Rate			Balance	Yield/Rate
Loans, net of unearned interest	$	3,892,891	6.97	%	$	3,457,914	6.47	%
Securities:
Taxable		2,055,414	4.70			2,112,942	3.91
Tax-exempt		705,629	5.06			669,443	5.05
Total securities		2,761,043	4.79			2,782,385	4.18
Federal funds and resell agreements		423,775	5.39			427,827	4.77
Other earning assets		64,251	4.10			62,680	4.81
Total earning assets		7,141,960	6.01			6,730,806	5.40
Allowance for loan losses		(44,972)				(40,844)
Other assets		941,773				878,423
Total assets	$	8,038,761			$	7,568,385


Liabilities and Shareholders' Equity
Interest-bearing deposits	$	3,852,331	3.02	%	$	3,606,346	2.44	%
Federal funds and repurchase agreements		1,402,826	4.94			1,139,005	4.29
Borrowed funds		48,723	4.85			53,011	4.63
Total interest-bearing liabilities		5,303,880	3.55			4,798,362	2.90
Noninterest-bearing demand deposits		1,789,445				1,885,801
Other liabilities		85,089				49,382
Shareholders' equity		860,347				834,840
Total liabilities and shareholders' equity	$	8,038,761			$	7,568,385
Net interest spread			2.46	%			2.50	%
Net interest margin			3.37				3.33

SECOND QUARTER 2007
FINANCIAL HIGHLIGHTS						UMB Financial Corporation
(all dollars in thousands, except per share data) (unaudited)

Three Months Ended June 30		2007			2006
Net interest income	$	56,855		$	53,509
Provision for loan losses		2,000			3,075
Noninterest income		72,326			65,709
Noninterest expense		98,338			95,391
Income before income taxes		28,843			20,752
Net income		20,063			14,859
Net income per share - Basic		0.48			0.35
Net income per share - Diluted		0.48			0.35
Return on average assets		1.02	%		0.80	%
Return on average equity		9.32	%		7.15	%

Six Months Ended June 30,
Net interest income	$	113,819		$	105,754
Provision for loan losses		3,500			6,234
Noninterest income		139,014			125,529
Noninterest expense		195,747			186,423
Income before income taxes		53,586			38,626
Net income		37,387			28,100
Net income per share - Basic		0.89			0.66
Net income per share - Diluted		0.89			0.65
Return on average assets		0.94	%		0.75	%
Return on average equity		8.76	%		6.79	%

At June 30
Assets	$	8,034,044		$	7,632,832
Loans, net of unearned interest		3,958,178			3,589,651
Securities		2,837,021			2,641,748
Deposits		5,798,495			5,751,836
Shareholders' equity		860,428			822,936
Book value per share		20.44			19.28
Market price per share		36.87			33.34
Equity to assets		10.71	%		10.78	%
Allowance for loan losses	$	45,248		$	42,120
As a % of loans		1.14	%		1.17	%
Nonaccrual and restructured loans	$	7,926		$	8,606
As a % of loans		0.20	%		0.24	%
Loans over 90 days past due	$	1,789		$	4,773
As a % of loans		0.05	%		0.13	%
Other real estate owned	$	270		$	40

Common shares outstanding		42,099,765			42,684,847

Average Balances
Six Months Ended June 30
Assets	$	8,038,761		$	7,568,385
Loans, net of unearned interest		3,892,891			3,457,914
Securities		2,761,043			2,782,385
Deposits		5,641,776			5,492,147
Shareholders' equity		860,347			834,840


Selected Financial Data of Affiliate Banks								UMB Financial Corporation
(all dollars in thousands)(unaudited)		June 30, 2007
				Loans
				Net of
		Total		Unearned		Total		Shareholder's
Missouri		Assets		Interest		Deposits		Equity
UMB Bank, n.a.	$	6,629,192	$	3,161,130	$	4,846,609	$	549,546
UMB Bank Warsaw, N.A.		98,910		41,071		67,219		6,726

Colorado
UMB Bank Colorado, n. a.		810,481		511,996		556,013		130,005

Kansas
UMB National Bank of America		540,985		222,944		399,700		58,568

Arizona
UMB Bank Arizona, n.a.		25,580		25,148		9,862		9,434

Banking - Related Subsidiaries
UMB Community Development Corporation
UMB Banc Leasing Corp.
UMB Scout Brokerage Services, Inc.
UMB Scout Insurance Services, Inc.
UMB Capital Corporation
United Missouri Insurance Company
UMB Trust Company of South Dakota
Scout Investment Advisors, Inc.
UMB Fund Services, Inc.
UMB Consulting Services, Inc.
Kansas City Realty Company
Kansas City Financial Corporation
UMB Redevelopment Corporation
UMB Realty Company, LLC
UMB National Sales Corporation
Grand Distribution Services, LLC
UMB Distribution Service, LLC
Warsaw Financial Corporation

EX-3.1 3 rrd166725_21017.htm AMENDMENT TO THE BYLAWS ARTICLE VII

ARTICLE VII

Certificate of Stock, Uncertificated Shares and Transfers

Section 1. Issuance. Shares of capital stock of the Corporation may be certificated or uncertificated. Except as provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of holders of certificates representing shares of stock of the same class and same series shall be identical. Each stockholder of the Corporation 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. Any of or all signatures 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. Each stock holder of the Corporation whose shares are uncertificated shall be entitled to receive a statement of holdings as evidence of share ownership.

Section 2. Transfer of Stock. Shares of stock 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 by an entry showing from and to whom transferred and, (i) if the stock is certificated, the transfer shall not be valid until the old certificate is surrendered for cancellation, duly endorsed or accompanied by proper evidence of succession, assignation or transfer, and cancellation of the certificate representing the same or (ii) if the stock is uncertificated, the transfer shall not be valid unless accompanied by a duly executed stock transfer power or other proper transfer instructions from the registered owner of such uncertificated shares.

Section 3. Old Certificate to be Canceled. No new certificate or uncertificated shares shall be issued in place of 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 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 seventy (70) 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 seventy (70) 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 di vidend, 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.

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MO		43-0903811
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

		UMB FINANCIAL CORP


Date: July 24, 2007	By:	/s/ Michael D. Hagedorn
		Michael D. Hagedorn
		Chief Financial Officer