-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AmcqHQgG1taI3urToc2WwIndxL6U8X5GGYzT9A4G7e7XdqotuPWMHF8ulaTCYqOA ItFIEAPyZrqEvA2RKbNR2g== 0001014108-04-000111.txt : 20040617 0001014108-04-000111.hdr.sgml : 20040617 20040617152852 ACCESSION NUMBER: 0001014108-04-000111 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20040617 GROUP MEMBERS: R. CROSBY KEMPER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UMB FINANCIAL CORP CENTRAL INDEX KEY: 0000101382 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 430903811 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-18089 FILM NUMBER: 04868755 BUSINESS ADDRESS: STREET 1: 1010 GRAND AVE CITY: KANSAS CITY STATE: MO ZIP: 64106 BUSINESS PHONE: 8168607000 MAIL ADDRESS: STREET 1: 1010 GRAND AVE CITY: KANSAS CITY STATE: MO ZIP: 64106 FORMER COMPANY: FORMER CONFORMED NAME: UNITED MISSOURI BANCSHARES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MISSOURI BANCSHARES INC DATE OF NAME CHANGE: 19710915 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KEMPER R CROSBY JR CENTRAL INDEX KEY: 0001209583 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: P.O. BOX 419226 CITY: KANSAS CITY STATE: MO ZIP: 64141 BUSINESS PHONE: (816) 860-7311 MAIL ADDRESS: STREET 1: 1010 GRAND BLVD. CITY: KANSAS CITY STATE: MO ZIP: 64106 SC 13D/A 1 umbf-sc13da_686473.txt AMENDMENT NO. 5, 6/8/04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) UMB FINANCIAL CORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) 902708188 (CUSIP Number) John C. Pauls 1010 Grand Blvd. Kansas City, Missouri 64141 (816) 860-7889 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 8, 2004 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(g), check the following box. ( ) Note: Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See ss.240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 902 788 188 1. Names of Reporting Persons IRS Identification Nos. of above persons (entities only) R. Crosby Kemper - ------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3. SEC Use Only - ------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) - ------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------- 6. Citizenship or Place of Organization United States - ------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power 2,685,049.47 - ------------------------------------------------------------------------------- 8. Shared Voting Power 1,090,254 - ------------------------------------------------------------------------------- 9. Sole Dispositive Power 2,685,049.47 - ------------------------------------------------------------------------------- 10. Shared Dispositive Power 1,090,254 - ------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,775,303.47 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (see Instructions) 13. Percent of Class Represented by Amount in Row (11) 17.42% - ------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) IN 2 Item 1. Security and Issuer This statement relates to the common stock, par value $1.00 per share (the "Common Stock"), of UMB Financial Corporation ("UMBF"), which has its principal office at 1010 Grand Boulevard, Kansas City, Missouri, 64106. Item 2. Identity and Background This statement is filed by R. Crosby Kemper ("Mr. Kemper") who is United States citizen. Mr. Kemper is Senior Chairman and a director of UMBF and his business address is the same address as UMBF. During the last five years, Mr. Kemper has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) and he has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, where, as a result of such proceeding, he was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration Not Applicable Item 4. Purpose of Transaction Mr. Kemper has been periodically reducing his ownership of UMBF common stock for the purpose of diversifying his investment portfolio and raising cash. At the present time, Mr. Kemper has no plans to make any significant acquisitions or dispositions of UMBF securities. He may, however, periodically dispose of additional UMBF securities as circumstances dictate. He may also acquire additional UMBF securities through the exercise of stock options as said options vest and become subject to forfeiture. Mr. Kemper serves as Senior Chairman and is a director of UMBF, and, if required, he intends to vote his common stock in favor of plans, transactions and matters which he supports. At this time, however, Mr. Kemper does not have any plans or proposals relating to an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving UMBF or any of it subsidiaries; the sale or transfer of a material amount of assets of UMBF or any of its subsidiaries; any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board; any material change in present capitalization or dividend policy of UMBF; change in UMBF's business or corporate structure; changes in UMBF's charter, bylaws or instruments which would impede the acquisition of control of the issuer by any person; causing the common stock to be authorized for quotation on NASDAQ or eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or any similar actions. Item 5. Interest in Securities of the Issuer On June 8, 2004 Mr. Kemper may be deemed to have beneficial ownership in 3,775,303.47 shares of UMBF common stock representing 17.42% of the outstanding shares as contained on the most recently available filing with the Securities and Exchange Commission by UMBF. Of this amount, Mr. Kemper owns 1,708,624 shares of UMBF 3 common stock directly which he has the sole power to vote and to dispose. He also has an interest in the UMBF Employee Stock ownership in which he has the sole power to direct the vote or disposition of 3,973.47 shares. Mr. Kemper may be deemed to beneficially own UMBF common stock held by several affiliated entities. Mr. Kemper is an officer and director of Kemper Realty Company ("Kemper Realty") and Pioneer Service Corporation ("Pioneer"). He is deemed to have shared power to vote and dispose of the UMBF common stock held by these entities. Kemper Realty holds 147,925 shares and Pioneer holds 202,352 shares. Mr. Kemper is the sole shareholder, an officer and director of Stagecoach, Inc. ("Stagecoach") which holds 92,150 shares. Stagecoach is the general partner for Stagecoach Investments, L.P. which holds 853,341 shares. Mr. Kemper has the sole power to vote or dispose of the shares held by Stagecoach and Stagecoach Investments, L.P. Mr. Kemper has or shares the power to vote or dispose shares of UMBF stock held in various fiduciary accounts where UMB Bank, n.a. is trustee or co-trustee. Mr. Kemper, Mary S. Kemper, and Alexander C. Kemper, or any two of them, may vote or direct the disposition of 360,341 shares held by six trusts established under the will of Rufus Crosby Kemper and 39,081 shares held in the Enid and Crosby Kemper Foundation. Mr. Kemper, R. Crosby Kemper III and Sheila Kemper Dietrich, or any two of them, may vote or direct the disposition of 333,477 shares held by the R.C. Kemper, Sr. Charitable Trust and Foundation. 7,078 shares held by the R.C. Kemper, Jr. Charitable Trust and Foundation may be voted or disposed of by Mr. Kemper, John Mariner Kemper and R. Crosby Kemper III, or any two of them. Mr. Kemper has sole power to direct the voting or disposition of 26,961 shares held by the William T. Kemper Foundation. During the previous sixty days, Mr. Kemper has engaged in the following transactions involving UMBF common stock: 1. On May 3, 2004, Mr. Kemper sold a total of 10,000 shares of UMBF common stock on the open market through UMB Scout Brokerage. Of the 10,000 shares sold, 2,600 shares were sold at $50.18; 300 shares were sold at $50.07; 200 shares were sold at $50.04; 200 shares were sold at 50.03; 600 shares were sold at $50.02; 1,100 shares were sold at $50.00; 100 shares were sold at $51.03; and 4,900 shares were sold at $51.00. 2. On May 5, 2004, Mr. Kemper sold on the open market through UMB Scout Brokerage 200 shares of UMBF common stock at $51.30 and 100 shares at $51.06. 3. On May 6, 2004, Mr. Kemper sold on the open market through UMB Scout Brokerage 100 shares of UMBF common stock at $51.00. 4. On May 28, 2004, Mr. Kemper gifted 100 shares of UMBF Common Stock to his grandson. 5. On June 2, 2004, Mr. Kemper directed the sale of 6,720 shares of UMBF common stock by Kemper Realty on the open market through UMB Scout Brokerage. Of the 6,270 shares, 70 shares were sold at $50.24; 100 shares were sold at $50.25; 100 shares were sold at $50.27; 4,100 shares were sold at $50.29; 1050 shares were sold at $50.30; 100 shares were sold at $50.31; 100 shares were sold at $50.44; 100 shares were sold at $50.50; 100 shares were sold at $50.51; 100 shares were sold at $50.63; 4 100 shares were sold at $50.77; 200 shares were sold at $50.78; 300 shares were sold at $50.83; and 200 shares were sold at $50.87. 6. On June 2, 2004, Mr. Kemper directed the sale of 5,728 shares of UMBF common stock by Pioneer on the open market through UMB Scout Brokerage. Of the 5,278 shares 450 were sold at $50.34; 100 shares were sold at $50.32; 100 shares were sold at $50.28; 800 shares were sold at $50.27; 300 shares were sold at $50.26; 100 shares were sold at $50.21; 100 shares were sold at $50.20; 200 shares were sold at $50.14; 100 shares were sold at $50.13; 2,500 shares were sold at $50.12; and 978 shares were sold at $50.11. 7. On June 4, 2004, Mr. Kemper sold on the open market through UMB Scout Brokerage 1,100 shares of UMBF common stock at $50.77 and 100 shares at $50.57. 8. On June 7, 2004, Mr. Kemper sold on the open market through UMB Scout Brokerage 3,800 shares of UMBF common stock at $50.50 and 500 shares at $51.07. 9. On June 8, 2004, Mr. Kemper sold on the open market through UMB Scout Brokerage 4,500 shares of UMBF common stock. Of the 4,500 shares, 2,800 shares were sold at $50.50; 100 shares were sold at $50.51; 100 shares were sold at $50.69; 200 shares were sold at $50.84; 500 shares were sold at $50.85; 200 shares were sold at $50.70; 300 shares were sold at $50.81; 200 shares were sold at $50.82; 100 shares were sold at $50.76. This Amendment No. 5 amends Mr. Kemper's prior Schedule 13D filing made on August 17, 1989. Although Mr. Kemper has made required Section 16 filings and other disclosures required under the Securities Exchange Act of 1934, as amended, since the date of the last Schedule 13D amendment, due to an inadvertent oversight, Mr. Kemper has not made any other Schedule 13D amendments from August 17, 1989 to the date of this Amendment No. 5. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Mr. Kemper has been granted incentive stock options which are not presently exercisable and in which his rights are not vested under the UMBF 1992 Incentive Stock Option Plan and the UMBF 2002 Incentive Stock Option Plan to acquire 13,060 shares. Item 7. Material to Filed as Exhibits A. UMB Financial Corporation Stock Option Agreement dated December 15, 1999. B. UMB Financial Corporation Stock Option Agreement dated December 19, 2000 C. UMB Financial Corporation Stock Option Agreement dated December 26, 2001 D. UMB Financial Corporation 2002 Incentive Stock Option Plan Stock Option Agreement dated December 30, 2002 E. UMB Financial Corporation 2002 Incentive Stock Option Plan Stock Option Agreement dated December 16, 2003. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or 5 influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. June 16, 2004 - ----------------------------- Date /s/ R. C. Kemper - ----------------------------- Signature Sen Ch. UMB Financial Corp - ----------------------------- Name/Title 6 EX-99 2 umbf-ex_683938.txt 12/15/99 STOCK OPTION AGREEMENT UMB FINANCIAL CORPORATION STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT, made and entered into this 15th, day of December 1999, by and between UMB FINANCIAL CORPORATION (the "Company"), and R. Crosby Kemper, an employee of the Company, or one of its subsidiaries, as the case may be (the "Employee"). WHEREAS, the Company desires, by affording the Employee an opportunity to purchase shares of its common stock, $1.00 par value ("Common Stock"), as hereinafter provided, to carry out the purpose of the 1992 Incentive Stock Option Plan of the Company ("the "Plan"); NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and for other good and valuable consideration, the parties hereto do hereby agree as follows: 1. Grant of Option The Company hereby irrevocably grants to the Employee, subject to the Plan (the terms and provisions of which are incorporated herein by reference as if fully set forth herein) and pursuant to the resolution of the Officers Salary and Stock Option Committee adopted as of December 15, 1999, (the "Grant Date") the right and option (the "Option") to purchase all or any part of an aggregate of 2727 shares of Common Stock (such number being subject to adjustment as provided in Paragraph 8 hereof), on the terms and conditions herein set forth. 2. Option Price The purchase price of the shares of Common Stock subject to the Option shall be $40.33 per share (such amount being subject to adjustment as provided in Paragraph 8 hereof), and the purchase price of all shares as to which the Option is exercised shall be paid either in cash or, with the consent of the Company, in stock of the Company at or prior to the time the certificates for such shares are delivered. 3. Term of Option The term of the Option shall be for a period of ten years from the Grant Date, or five years from the Grant Date if the Employee owns stock possessing more than ten percent (10%) of the total combined voting power or value of all classes of stock of the Company or any Subsidiary Corporation, subject to earlier termination, as provided in Paragraphs 6 and 7 hereof. Subject to the provisions of this Agreement, the Option shall not be exercisable until the Employee has completed four years and eleven (11) months of continuous employment after the Grant Date at which time it shall become fully exercisable. In the event the Employee would, in accordance with the computation above, otherwise be entitled to exercise the Option for a fractional share, the number of shares for which the Option first becomes exercisable shall be rounded to the next highest whole share. In the event of any partial exercise of the Option, the portion of the Option exercised shall be for the shares subject to the Option which became exercisable at the earliest date. 4. Restrictions on Right to Exercise Option (a) The Option shall not be exercisable 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). (b) The Option shall not be exercisable in whole or in part unless or until a Registration Statement under the Securities Act of 1933 covering the common stock to be issued pursuant to the exercise of the Option shall have been filed and become effective and the Employee agrees that his right of exercise is subject to and contingent upon such Registration Statement being effective and current at the time of exercise. The Company has previously filed such a Registration Statement and hereby agrees to keep such Registration Statement current and effective as to stock covered by the Option during the period which the Option may be exercised. (c) Except as provided in Paragraphs 6 and 7, the Option shall not be exercisable in whole or in part unless the Employee is in the employ of the Company and/or a "subsidiary corporation" of the Company as that term is defined in Section 425 of the Internal Revenue Code ("Subsidiary Corporation") and shall have been continuously so employed by the Company and/or Subsidiary Corporations since the date the Option was granted to the Employee. (d) IF THE EMPLOYEE SHALL SELL ALL OR ANY PART OF THE COMMON STOCK PURCHASED HEREUNDER WITHIN ONE (1) YEAR FROM THE DATE OF THE PURCHASE THEREOF, THE OPTION (AND ANY OTHER OPTION OR OPTIONS HELD BY THE EMPLOYEE UNDER THE PLAN), TO THE EXTENT THERETOFORE UNEXERCISED, SHALL THEREUPON TERMINATE, AND THE EMPLOYEE SHALL BE INELIGIBLE TO RECEIVE ANY OTHER OPTION UNDER THE PLAN. 5. Non-Transferability The Option shall not be transferable otherwise than by will or laws of descent and distribution, and during the lifetime of the Employee may be exercised only by the Employee. The Employee may designate a beneficiary to exercise the Option after the Employee's death by filing a written designation of beneficiary with the Committee prior to the Employee's death. More particularly, but without limiting the generality of the foregoing, the Option may not be assigned, transferred (except as provided above), pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof and the levy of any execution, attachment or similar process upon the Option shall be null and void and without effect. 6. Termination of Employment (a) In the event that the employment of the Employee shall be terminated other than by death, termination of employment by the Employee after attaining age fifty-five with twenty years of service or permanent disability the Option shall terminate and cease to be exercisable immediately. (b) Should the Employee terminate his or her employment after attaining fifty-five years of age with twenty years of service or become permanently disabled (within the meaning of Section 22(e)(3) of the Internal Revenue Code, as amended) and cease by reason thereof to be an employee of the Company or a Subsidiary Corporation, the Option may be exercised by the Employee (to the extent that the Employee was entitled to do so immediately prior to the cessation of employee status) at any time within three (3) months of the effective date of such termination of service or within one (1) year after such cessation of employee status by virtue of such disability, but in no event after the expiration of the term for which the Option is granted. 7. Death of Employee If the Employee shall die while employed by the Company or a Subsidiary Corporation, or within three (3) months from the date of Employee's election to terminate his or her employment after attaining age fifty-five with twenty years of service or within one (1) year after the termination of his employment by reason of permanent disability (as defined above), the Option may be exercised (to the extent that the Employee shall have been entitled to do so at the date of his death) at any time within six (6) months after the date of such death (whether or not the three months or the one-year period, as the case may be, specified in Paragraph 6(b) had commenced to run on the date of his or her death), but in no event after the expiration of the term for which this option is granted, by the beneficiary designated in a written designation filed with the Committee prior to the Employee's death. If the designated beneficiary does not survive Employee, the Option shall become an asset of Employee's estate to be exercised by the personal representative or administrator of Employee's estate. 8. Adjustments In the event of any stock dividend, stock split or recapitalization, the number off shares subject to the Option and the purchase price thereof shall be proportionately adjusted. 9. Method of Exercising Option Subject to the terms and conditions of the Option Agreement, the Option may be exercised by written notice to the Company in care of its Secretary at its address of P. O. Box 419226, Kansas City, Missouri 64141-6226. Such notice shall state the election to exercise the option and the number of shares in respect of which it is being exercised, and shall be signed by the person or persons exercising the Option. Such notice must be accompanied by payment of the full purchase price of such shares, and the date such notice and payment is received shall be the "Exercise Date." Payment of such purchase price shall in either case be made either by check payable to the order of the Company, or if the Company consents to have payment made in shares of the Company, by delivery of certificates for the requisite number of shares. The certificate or certificates for the shares as to which the Option shall have been exercised shall be registered in the name of the person or persons so exercising the Option and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised pursuant to Paragraph 7 hereof by any person or persons other than the Employee, such notice shall be accompanied by 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. 10. RIGHTS OF THE COMPANY IN THE EVENT OF COMPETING EMPLOYMENT THE EMPLOYEE HEREBY AGREES THAT ANY AND ALL OPTIONED SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE COMPANY IN ACCORDANCE WITH THE FOLLOWING PROVISIONS OF THIS PARAGRAPH 10 AND THAT SUCH PROVISIONS SHALL SURVIVE THE EXERCISE OF THIS OPTION: In the event the employment of the Employee with the Company or any Subsidiary Corporation shall be terminated for any reason, and the 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, 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, 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, the 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 exercise of this Option 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 appropriate adjustment in the case of stock dividends, stock splits or recapitalization. The employee further agrees that the Company shall have a right of set-off against any sums due him or her from the Company or a Subsidiary Corporation in the form of wages, bonuses or vacation pay for all sums due the Company under this paragraph. 11. No Waiver The failure of the Company in any instance to exercise any of its rights granted under this Agreement shall not constitute a waiver of any other rights that may subsequently arise under the provisions of this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. 12. No Employment Contract Except to the extent the terms of any written employment contract between the Company and Employee may expressly provide otherwise, the Company shall be under no obligation to continue the employment of the Employee for any period of specific duration and may terminate the employment of the Employee at any time, with or without cause. 13. Notices Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Company in care of its Secretary at its address of P. O. Box 419226, Kansas City, Missouri 64141-6226. Any notice required to be given or delivered to the Employee shall be in writing and addressed to the Employee at the address indicated below the Employee's signature line on this Agreement. All notices shall be 4 deemed to have been given or delivered upon personal delivery or upon deposit in the U. S. mail, postage prepaid and properly addressed to the party to be notified. 14. Construction This Agreement and the Option evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the express terms and provisions of the Plan. 15. General The Company shall pay all original issue and transfer taxes with respect to the issue and transfer of shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith. The holder of the Option shall not have any rights of a stockholder with respect to the shares subject to the Option until such individual shall have exercised the Option, paid the Option Price and such shares have been transferred to the holder on the books and records of the Company upon the exercise of the Option. IN WITNESS WHEREOF, this Stock Option Agreement has been duly executed on behalf of the Company by the duly authorized officers of the Company, and by the Employee, on the day and year first above written. UMB FINANCIAL CORPORATION ____________________________________ President ATTEST: _______________________________ Secretary ___________________________________ R. Crosby Kemper, Employee P.O. Box 419226 Kansas City, MO 64141 5 EX-99 3 umbf-ex_683936.txt 12/19/2000 STOCK OPTION AGREEMENT UMB FINANCIAL CORPORATION STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT, made and entered into this 19th day of December 2000, by and between UMB FINANCIAL CORPORATION (the "Company"), and Mr. R. Crosby Kemper, Jr., an employee of the Company, or one of its subsidiaries, as the case may be (the "Employee"). WHEREAS, the Company desires, by affording the Employee an opportunity to purchase shares of its common stock, $1.00 par value ("Common Stock"), as hereinafter provided, to carry out the purpose of the 1992 Incentive Stock Option Plan of the Company ("the "Plan"); NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and for other good and valuable consideration, the parties hereto do hereby agree as follows: 1. Grant of Option The Company hereby irrevocably grants to the Employee, subject to the Plan (the terms and provisions of which are incorporated herein by reference as if fully set forth herein) and pursuant to the resolution of the Officers Salary and Stock Option Committee adopted as of December 19, 2000, (the "Grant Date") the right and option (the "Option") to purchase all or any part of an aggregate of 2877 shares of Common Stock (such number being subject to adjustment as provided in Paragraph 8 hereof), on the terms and conditions herein set forth. 2. Option Price The purchase price of the shares of Common Stock subject to the Option shall be $38.0187 per share (such amount being subject to adjustment as provided in Paragraph 8 hereof), and the purchase price of all shares as to which the Option is exercised shall be paid either in cash or, with the consent of the Company, in stock of the Company at or prior to the time the certificates for such shares are delivered. 3. Term of Option The term of the Option shall be for a period of ten years from the Grant Date, or five years from the Grant Date if the Employee owns stock possessing more than ten percent (10%) of the total combined voting power or value of all classes of stock of the Company or any Subsidiary Corporation, subject to earlier termination, as provided in Paragraphs 6 and 7 hereof. Subject to the provisions of this Agreement, the Option shall not be exercisable until the Employee has completed four years and eleven (11) months of continuous employment after the Grant Date at which time it shall become fully exercisable. In the event the Employee would, in accordance with the computation above, otherwise be entitled to exercise the Option for a fractional share, the number of shares for which the Option first becomes exercisable shall be rounded to the next highest whole share. In the event of any partial exercise of the Option, the portion of the Option exercised shall be for the shares subject to the Option which became exercisable at the earliest date. 4. Restrictions on Right to Exercise Option (a) The Option shall not be exercisable 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). (b) The Option shall not be exercisable in whole or in part unless or until a Registration Statement under the Securities Act of 1933 covering the common stock to be issued pursuant to the exercise of the Option shall have been filed and become effective and the Employee agrees that his right of exercise is subject to and contingent upon such Registration Statement being effective and current at the time of exercise. The Company has previously filed such a Registration Statement and hereby agrees to keep such Registration Statement current and effective as to stock covered by the Option during the period which the Option may be exercised. (c) Except as provided in Paragraphs 6 and 7, the Option shall not be exercisable in whole or in part unless the Employee is in the employ of the Company and/or a "subsidiary corporation" of the Company as that term is defined in Section 425 of the Internal Revenue Code ("Subsidiary Corporation") and shall have been continuously so employed by the Company and/or Subsidiary Corporations since the date the Option was granted to the Employee. (d) IF THE EMPLOYEE SHALL SELL ALL OR. ANY PART OF THE COMMON STOCK PURCHASED HEREUNDER WITHIN ONE (1) YEAR FROM THE DATE OF THE PURCHASE THEREOF, THE OPTION (AND ANY OTHER OPTION OR OPTIONS HELD BY THE EMPLOYEE UNDER THE PLAN), TO THE EXTENT THERETOFORE UNEXERCISED, SHALL THEREUPON TERMINATE, AND THE EMPLOYEE SHALL BE INELIGIBLE TO RECEIVE ANY OTHER OPTION UNDER THE PLAN. 5. Non-Transferability The Option shall not be transferable otherwise than by will or laws of descent and distribution, and during the lifetime of the Employee may be exercised only by the Employee. The Employee may designate a beneficiary to exercise the Option after the Employee's death by filing a written designation of beneficiary with the Committee prior to the Employee's death. More particularly, but without limiting the generality of the foregoing, the Option may not be assigned, transferred (except as provided above), pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof and the levy of any execution, attachment or similar process upon the Option shall be null and void and without effect. 6. Termination of Employment (a) In the event that the employment of the Employee shall be terminated other than by death, termination of employment by the Employee after attaining age fifty-five with twenty years of service or permanent disability the Option shall terminate and cease to be exercisable immediately. (b) Should the Employee terminate his or her employment after attaining fifty-five years of age with twenty years of service or become permanently disabled (within the meaning of Section 22(e)(3) of the Internal Revenue Code, as amended) and cease by reason thereof to be an employee of the Company or a Subsidiary Corporation, the Option may be exercised by the Employee (to the extent that the Employee was entitled to do so immediately prior to the cessation of employee status) at any time within three (3) months of the effective date of such termination of service or within one (1) year after such cessation of employee status by virtue of such disability, but in no event after the expiration of the term for which the Option is granted. 7. Death of Employee If the Employee shall die while employed by the Company or a Subsidiary Corporation, or within three (3) months from the date of Employee's election to terminate his or her employment after attaining age fifty-five with twenty years of service or within one (1) year after the termination of his employment by reason of permanent disability (as defined above), the Option may be exercised (to the extent that the Employee shall have been entitled to do so at the date of his death) at any time within six (6) months after the date of such death (whether or not the three months or the one-year period, as the case may be, specified in Paragraph 6(b) had commenced to run on the date of his or her death), but in no event after the expiration of the tern for which this option is granted, by the beneficiary designated in a written designation filed with the Committee prior to the Employee's death. If the designated beneficiary does not survive Employee, the Option shall become an asset of Employee's estate to be exercised by the personal representative or administrator of Employee's estate. 8. Adjustments In the event of any stock dividend, stock split or recapitalization, the number of shares subject to the Option and the purchase price thereof shall be proportionately adjusted. 9. Method of Exercising Option Subject to the terms and conditions of the Option Agreement, the Option may be exercised by written notice to the Company in care of its Secretary at its address of P. O. Box 419226, Kansas City, Missouri 64141-6226. Such notice shall state the election to exercise the option and the number of shares in respect of which it is being exercised, and shall be signed by the person or persons exercising the Option. Such notice must be accompanied by payment of the full purchase price of such shares, and the date such notice and payment is received shall be the "Exercise Date." Payment of such purchase price shall in either case be made either by check payable to the order of the Company, or if the Company consents to have payment made in shares of the Company, by delivery of certificates for the requisite number of shares. The certificate or certificates for the shares as to which the Option shall have been exercised shall be registered in the name of the person or persons so exercising the Option and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised pursuant to Paragraph 7 hereof by any person or persons other than the Employee, such notice shall be accompanied by 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. 3 10. RIGHTS OF THE COMPANY IN THE EVENT OF COMPETING EMPLOYMENT THE EMPLOYEE HEREBY AGREES THAT ANY AND ALL OPTIONED SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE COMPANY IN ACCORDANCE WITH THE FOLLOWING PROVISIONS OF THIS PARAGRAPH 10 AND THAT SUCH PROVISIONS SHALL SURVIVE THE EXERCISE OF THIS OPTION: In the event the employment of the Employee with the Company or any Subsidiary Corporation shall be terminated for any reason, and the 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, 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, 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, the 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 exercise of this Option 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 appropriate adjustment in the case of stock dividends, stock splits or recapitalization. The employee further agrees that the Company shall have a right of set-off against any sums due him or her from the Company or a Subsidiary Corporation in the form of wages, bonuses or vacation pay for all sums due the Company under this paragraph. 11. No Waiver The failure of the Company in any instance to exercise any of its rights granted under this Agreement shall not constitute a waiver of any other rights that may subsequently arise under the provisions of this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. 12. No Employment Contract Except to the extent the terms of any written employment contract between the Company and Employee may expressly provide otherwise, the Company shall be under no obligation to continue the employment of the Employee for any period of specific duration and may terminate the employment of the Employee at any time, with or without cause. 13. Notices Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Company in care of its Secretary at its address of P. O. Box 419226, Kansas City, Missouri 64141-6226. Any notice required to be given or delivered to the Employee shall be in writing and addressed to the Employee at the address indicated below the Employee's signature line on this Agreement. All notices shall be deemed to 4 have been given or delivered upon personal delivery or upon deposit in the U. S. mail, postage prepaid and properly addressed to the party to be notified. 14. Construction This Agreement and the Option evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the express terms and provisions of the Plan. 15. General The Company shall pay all original issue and transfer taxes with respect to the issue and transfer of shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith. The holder of the Option shall not have any rights of a stockholder with respect to the shares subject to the Option until such individual shall have exercised the Option, paid the Option Price and such shares have been transferred to the holder on the books and records of the Company upon the exercise of the Option. IN WITNESS WHEREOF, this Stock Option Agreement has been duly executed on behalf of the Company by the duly authorized officers of the Company, and by the Employee, on the day and year first above written. UMB FINANCIAL CORPORATION By: ________________________________________ Office of the Chairman ATTEST: ____________________________ Secretary ____________________________________________ R. Crosby Kemper, Jr., Employee 1010 Grand Avenue Kansas City, Missouri 64106 EX-99 4 umbf-ex_683934.txt 12/26/2001 STOCK OPTION AGREEMENT UMB FINANCIAL CORPORATION STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT, made and entered into as of the 26th day of December 2001, by and between UMB FINANCIAL CORPORATION (the "Company"), and Mr. R. Crosby Kemper, Jr., an employee of the Company, or one of its subsidiaries, as the case may be (the "Employee"). WHEREAS, the Company desires, by affording the Employee an opportunity to purchase shares of its common stock, $1.00 par value ("Common Stock"), as hereinafter provided, to carry out the purpose of the 1992 Incentive Stock Option Plan of the Company ("the "Plan"); NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and for other good and valuable consideration, the parties hereto do hereby agree as follows: 1. Grant of Option The Company hereby irrevocably grants to the Employee, subject to the Plan (the terms and provisions of which are incorporated herein by reference as if fully set forth herein) and pursuant to the resolution of the Officers Salary and Stock Option Committee adopted as of December 26, 2001, (the "Grant Date") the right and option (the "Option") to purchase all or any part of an aggregate of 2498 shares of Common Stock (such number being subject to adjustment as provided in Paragraph 8 hereof), on the terms and conditions herein set forth. 2. Option Price The purchase price of the shares of Common Stock subject to the Option shall be $44.02 per share (such amount being subject to adjustment as provided in Paragraph 8 hereof), and the purchase price of all shares as to which the Option is exercised shall be paid either in cash or, with the consent of the Company, in stock of the Company at or prior to the time the certificates for such shares are delivered. 3. Term of Option The term of the Option shall be for a period of five years from the Grant Date, or five years from the Grant Date if the Employee owns stock possessing more than ten percent (10%) of the total combined voting power or value of all classes of stock of the Company or any Subsidiary Corporation, subject to earlier termination, as provided in Paragraphs 6 and 7 hereof. Subject to the provisions of this Agreement, the Option shall not be exercisable until the Employee has completed four years and eleven (11) months of continuous employment after the Grant Date at which time it shall become fully exercisable. In the event the Employee would, in accordance with the computation above, otherwise be entitled to exercise the Option for a fractional share, the number of shares for which the Option first becomes exercisable shall be rounded to the next highest whole share. In the event of any partial exercise of the Option, the portion of the Option exercised shall be for the shares subject to the Option which became exercisable at the earliest date. 4. Restrictions on Right to Exercise Option (a) The Option shall not be exercisable 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). (b) The Option shall not be exercisable in whole or in part unless or until a Registration Statement under the Securities Act of 1933 covering the common stock to be issued pursuant to the exercise of the Option shall have been filed and become effective and the Employee agrees that his right of exercise is subject to and contingent upon such Registration Statement being effective and current at the time of exercise. The Company has previously filed such a Registration Statement and hereby agrees to keep such Registration Statement current and effective as to stock covered by the Option during the period which the Option may be exercised. (c) Except as provided in Paragraphs 6 and 7, the Option shall not be exercisable in whole or in part unless the Employee is in the employ of the Company and/or a "subsidiary corporation" of the Company as that term is defined in Section 425 of the Internal Revenue Code ("Subsidiary Corporation") and shall have been continuously so employed by the Company and/or Subsidiary Corporations since the date the Option was granted to the Employee. (d) IF THE EMPLOYEE SHALL SELL ALL OR ANY PART OF THE COMMON STOCK PURCHASED HEREUNDER WITHIN ONE (1) YEAR FROM THE DATE OF THE PURCHASE THEREOF, THE OPTION (AND ANY OTHER OPTION OR OPTIONS HELD BY THE EMPLOYEE UNDER THE PLAN), TO THE EXTENT THERETOFORE UNEXERCISED, SHALL THEREUPON TERMINATE, AND THE EMPLOYEE SHALL BE INELIGIBLE TO RECEIVE ANY OTHER OPTION UNDER THE PLAN. 5. Non-Transferability The Option shall not be transferable otherwise than by will or laws of descent and distribution, and during the lifetime of the Employee may be exercised only by the Employee. The Employee may designate a beneficiary to exercise the Option after the Employee's death by filing a written designation of beneficiary with the Committee prior to the Employee's death. More particularly, but without limiting the generality of the foregoing, the Option may not be assigned, transferred (except as provided above), pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof and the levy of any execution, attachment or similar process upon the Option shall be null and void and without effect. 6. Termination of Employment (a) In the event that the employment of the Employee shall be terminated other than by death, termination of employment by the Employee after attaining age fifty-five with twenty years of service or permanent disability the Option shall terminate and cease to be exercisable immediately. 2 (b) Should the Employee terminate his or her employment after attaining fifty-five years of age with twenty years of service or become permanently disabled (within the meaning of Section 22(e)(3) of the Internal Revenue Code, as amended) and cease by reason thereof to be an employee of the Company or a Subsidiary Corporation, the Option may be exercised by the Employee (to the extent that the Employee was entitled to do so immediately prior to the cessation of employee status) at any time within three (3) months of the effective date of such termination of service or within one (1) year after such cessation of employee status by virtue of such disability, but in no event after the expiration of the teen for which the Option is granted. 7. Death of Employee If the Employee shall die while employed by the Company or a Subsidiary Corporation, or within three (3) months from the date of Employee's election to terminate his or her employment after attaining age fifty-five with twenty years of service or within one (1) year after the termination of his employment by reason of permanent disability (as defined above), the Option may be exercised (to the extent that the Employee shall have been entitled to do so at the date of his death) at any time within six (6) months after the date of such death (whether or not the three months or the one-year period, as the case may be, specified in Paragraph 6(b) had commenced to run on the date of his or her death), but in no event after the expiration of the term for which this option is granted, by the beneficiary designated in a written designation filed with the Committee prior to the Employee's death. If the designated beneficiary does not survive Employee, the Option shall become an asset of Employee's estate to be exercised by the personal representative or administrator of Employee's estate. 8. Adjustments In the event of any stock dividend, stock split or recapitalization, the number of shares subject to the Option and the purchase price thereof shall be proportionately adjusted. 9. Method of Exercising Option Subject to the terms and conditions of the Option Agreement, the Option may be exercised by written notice to the Company in care of its Secretary at its address of P. O. Box 419226, Kansas City, Missouri 64141-6226. Such notice shall state the election to exercise the option and the number of shares in respect of which it is being exercised, and shall be signed by the person or persons exercising the Option. Such notice must be accompanied by payment of the full purchase price of such shares, and the date such notice and payment is received shall be the "Exercise Date." Payment of such purchase price shall in either case be made either by check payable to the order of the Company, or if the Company consents to have payment made in shares of the Company, by delivery of certificates for the requisite number of shares. The certificate or certificates for the shares as to which the Option shall have been exercised shall be registered in the name of the person or persons so exercising the Option and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised pursuant to Paragraph 7 hereof by any person or persons other than the Employee, such notice shall be accompanied by 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. 3 10. RIGHTS OF THE COMPANY IN THE EVENT OF COMPETING EMPLOYMENT THE EMPLOYEE HEREBY AGREES THAT ANY AND ALL OPTIONED SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE COMPANY IN ACCORDANCE WITH THE FOLLOWING PROVISIONS OF THIS PARAGRAPH 10 AND THAT SUCH PROVISIONS SHALL SURVIVE THE EXERCISE OF THIS OPTION: In the event the employment of the Employee with the Company or any Subsidiary Corporation shall be terminated for any reason, and the 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, 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, 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, the 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 exercise of this Option 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 appropriate adjustment in the case of stock dividends, stock splits or recapitalization. The employee further agrees that the Company shall have a right of set-off against any sums due him or her from the Company or a Subsidiary Corporation in the form of wages, bonuses or vacation pay for all sums due the Company under this paragraph. 11. No Waiver The failure of the Company in any instance to exercise any of its rights granted under this Agreement shall not constitute a waiver of any other rights that may subsequently arise under the provisions of this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. 12. No Employment Contract Except to the extent the terms of any written employment contract between the Company and Employee may expressly provide otherwise, the Company shall be under no obligation to continue the employment of the Employee for any period of specific duration and may terminate the employment of the Employee at any time, with or without cause. 13. Notices Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Company in care of its Secretary at its address of P. O. Box 419226, Kansas City, Missouri 64141-6226. Any notice required to be given or delivered to the Employee shall be in writing and addressed to the Employee at the address indicated below the Employee's signature line on this Agreement. All notices shall be deemed to 4 have been given or delivered upon personal delivery or upon deposit in the U. S. mail, postage prepaid and properly addressed to the party to be notified. 14. Construction This Agreement and the Option evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the express terms and provisions of the Plan. 15. General The Company shall pay all original issue and transfer taxes with respect to the issue and transfer of shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith. The holder of the Option shall not have any rights of a stockholder with respect to the shares subject to the Option until such individual shall have exercised the Option, paid the Option Price and such shares have been transferred to the holder on the books and records of the Company upon the exercise of the Option. IN WITNESS WHEREOF, this Stock Option Agreement has been duly executed on behalf of the Company by the duly authorized officers of the Company, and by the Employee, as of the day and year first above written. UMB FINANCIAL CORPORATION By:__________________________________________ ATTEST: Office of the Chairman _________________________ _____________________________________________ Secretary R. Crosby Kemper, Jr., Employee 1010 Grand Blvd. Kansas City MO 64106 5 EX-99 5 umbf-ex_683925.txt 12/30/2002 INCENTIVE STOCK OPTION PLAN UMB FINANCIAL CORPORATION 2002 INCENTIVE STOCK OPTION PLAN STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT, made and entered into this 30th day of December, 2002, by and between UMB FINANCIAL CORPORATION (the "Company"), and R. Crosby Kemper, Jr., an employee of the Company, or one of its subsidiaries, as the case may be (the "Employee"). WHEREAS, the Company desires, by affording the Employee an opportunity to purchase shares of its common stock, $1.00 par value ("Common Stock"), as hereinafter provided, to carry out the purpose of the 2002 Incentive Stock Option Plan of the Company ("the "Plan"); NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and for other good and valuable consideration, the parties hereto do hereby agree as follows: 1. Grant of Option The Company hereby irrevocably grants to the Employee, subject to the Plan (the terms and provisions of which are incorporated herein by reference as if fully set forth herein) and pursuant to the resolution of the Officers Salary and Stock Option Committee adopted as of December 30, 2002, (the "Grant Date") the right and option (the "Option") to purchase all or any part of an aggregate of 2623 shares of Common Stock (such number being subject to adjustment as provided in Paragraph 8 hereof), on the terms and conditions herein set forth. 2. Option Price The purchase price of the shares of Common Stock subject to the Option shall be $41.93 per share (such amount being subject to adjustment as provided in Paragraph 8 hereof), and the purchase price of all shares as to which the Option is exercised shall be paid either in cash or, with the consent of the Company, in stock of the Company at or prior to the time the certificates for such shares are delivered. 3. Term of Option The term of the Option shall be for a period of ten years from the Grant Date, or five years from the Grant Date if the Employee owns stock possessing more than ten percent (10%) of the total combined voting power or value of all classes of stock of the Company or any Subsidiary Corporation, subject to earlier termination, as provided in Paragraphs 4(e) and 6(a) hereof. Subject to the provisions of this Agreement and except as otherwise provided in paragraphs 6 and 7 hereof, the Option shall not be exercisable until the Employee has completed four years and eleven (11) months of continuous employment after the Grant Date at which time it shall become fully exercisable. In the event the Employee would, in accordance with the computation above, otherwise be entitled to exercise the Option for a fractional share, the number of shares for which the Option first becomes exercisable shall be rounded to the next highest whole share. In the event of any partial exercise of the Option, the portion of the Option exercised shall be for the shares subject to the Option which became exercisable at the earliest date. 4. Restrictions on Right to Exercise Option (a) The Option shall not be exercisable 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). (b) The Option shall not be exercisable in whole or in part unless or until a Registration Statement under the Securities Act of 1933 covering the common stock to be issued pursuant to the exercise of the Option shall have been filed and become effective and the Employee agrees that his/her right of exercise is subject to and contingent upon such Registration Statement being effective and current at the time of exercise. The Company has previously filed such a Registration Statement and hereby agrees to keep such Registration Statement current and effective as to stock covered by the Option during the period in which the Option may be exercised. (c) Except as otherwise provided in Paragraphs 6 and 7, the Option shall not be exercisable in whole or in part unless the Employee is in the employ of the Company and/or a "subsidiary corporation" of the Company as that term is defined in Section 425 of the Internal Revenue Code ("Subsidiary Corporation") and shall have been continuously so employed by the Company and/or Subsidiary Corporations since the date the Option was granted to the Employee. (d) If the Employee is an "Affiliate" of the Company under Rule 144(a) of the Securities Act of 1933, as amended (the "Act"), then he/she hereby: (1) represents and warrants that the Option granted herein, and all Shares purchased pursuant to the exercise of such Option, has and will be purchased for investment and not with a view to the distribution or resale thereof, (2) agrees that any sale of such Shares by him/her will be made in compliance with Rule 144 of the Act; (3) agrees that any attempted resale that fails to comply with Rule 144 of the Act will be deemed null and void; and (4) agrees that any certificate(s) representing such Shares may contain an express legend identifying such Shares as subject to resale restriction. (e) IF THE EMPLOYEE SHALL SELL ALL OR ANY PART OF THE COMMON STOCK PURCHASED HEREUNDER WITHIN ONE (1) YEAR FROM THE DATE OF THE PURCHASE THEREOF, THE OPTION (AND ANY OTHER OPTION OR OPTIONS HELD BY THE EMPLOYEE UNDER THE PLAN), TO THE EXTENT THERETOFORE UNEXERCISED, SHALL THEREUPON TERMINATE, AND THE EMPLOYEE SHALL BE INELIGIBLE TO RECEIVE ANY OTHER OPTION UNDER THE PLAN. 5. Non-Transferability The Option shall not be transferable otherwise than by will or laws of descent and distribution, and during the lifetime of the Employee may be exercised only by the Employee. The Employee may designate a beneficiary to exercise the Option after the Employee's death by filing a written designation of beneficiary with the Committee prior to the Employee's death. More particularly, but without limiting the generality of the foregoing, the Option may not be assigned, transferred (except as provided above), pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof and the levy of any execution, attachment or similar process upon the Option shall be null and void and without effect. 2 6. Termination of Employment; Retirement or Disability (a) In the event that the employment of the Employee shall be terminated other than by death, by termination of employment by the Employee after attaining age sixty with twenty years of service (a "Qualified Retirement Termination"), or termination of employment as a result of Employee's permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code, as amended) (a "Disability Termination"), then the Option shall immediately terminate and cease to be exercisable. (b) If a Qualified Retirement Termination or Disability Termination of Employee's employment occurs prior to the time that the Option has either expired or has been fully exercised, then any unexercised portion of the Option, shall, upon the occurrence of such Qualified Retirement Termination or Disability Termination, become immediately exercisable, and may thereafter be exercised by the Employee at any time during the three -month period immediately following the Qualified Retirement Event (if applicable) or the one-year period immediately following the Disability Event (if applicable) but in no event after the expiration of the term for which the Option is granted, or before the expiration of two years after the date the Option was granted. 7. Death of Employee If the Employee shall die while employed by the Company or a Subsidiary Corporation, or within three (3) months from the occurrence of a Qualified Retirement Termination or within one (1) year after the occurrence of a Disability Termination, then the Option shall immediately become exercisable (if not otherwise already exercisable) upon the occurrence of such death, and may thereafter be exercised within six (6) months after the date of such death (whether or not the three months or the one-year period, as the case may be, specified in Paragraph 6(b) had commenced to run on the date of his/her or her death), but in no event after the expiration of the term for which this Option is granted, or before the expiration of two years after the date the Option was granted, by the beneficiary designated in a written designation filed with the Committee prior to the Employee's death. If the designated beneficiary does not survive Employee, the Option shall become an asset of Employee's estate to be exercised by the personal representative or administrator of Employee's estate. 8. Adjustments In the event of any stock dividend, stock split or recapitalization, the number of shares subject to the Option and the purchase price thereof shall be proportionately adjusted in accordance with the teens of the Plan. 9. Method of Exercising Option Subject to the terms and conditions of the Option Agreement, the Option may be exercised by written notice to the Company in care of its Secretary at its address of P. O. Box 419226, Kansas City, Missouri 64141-6226. Such notice shall state the election to exercise the Option and the number of shares in respect of which it is being exercised, and shall be signed by the person or persons exercising the Option. Such notice must be accompanied by payment of the full purchase price of such shares, and the date such notice and payment is received shall be the "Exercise Date." 3 Payment of such purchase price shall in either case be made either by check payable to the order of the Company, or if the Company consents to have payment made in shares of the Company, by delivery of certificates for the requisite number of shares. The certificate or certificates for the shares as to which the Option shall have been exercised shall be registered in the name of the person or persons so exercising the Option and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised pursuant to Paragraph 7 hereof by any person or persons other than the Employee, such notice shall be accompanied by 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. 10. RIGHTS OF THE COMPANY IN THE EVENT OF COMPETING EMPLOYMENT THE EMPLOYEE HEREBY AGREES THAT ANY AND ALL OPTIONED SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE COMPANY IN ACCORDANCE WITH THE FOLLOWING PROVISIONS OF THIS PARAGRAPH 10 AND THAT SUCH PROVISIONS SHALL SURVIVE THE EXERCISE OF THIS OPTION: In the event the employment of the Employee with the Company or any Subsidiary Corporation shall be terminated for any reason, and the 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, directly or indirectly, on his/her or her own account, by or through any other individual or entity, as an officer, director, employee or stockholder of a corporation, 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, the 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 exercise of this Option 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 appropriate adjustment in the case of stock dividends, stock splits or recapitalization. The employee further agrees that the Company shall have a right of set-off against any sums due him/her or her from the Company or a Subsidiary Corporation in the form of wages, bonuses or vacation pay for all sums due the Company under this paragraph. 11. No Waiver The failure of the Company in any instance to exercise any of its rights granted under this Agreement shall not constitute a waiver of any other rights that may subsequently arise under the provisions of this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. 4 12. No Employment Contract Employee agrees that he/she will, if the Company desires, 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/her; and that he/she will, during such employment, devote his/her 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 herein or in the Plan shall confer on Employee 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 Employee's employment at any time. Except to the extent the terms of any written employment contract between the Company and Employee may expressly provide otherwise, the Company and its Subsidiary Corporations shall be under no obligation to continue the employment of the Employee for any period of specific duration and may terminate the employment of the Employee at any time, with or without cause, free from any liability or any claim under the Plan or otherwise, unless otherwise expressly provided herein or in the Plan. The grant of an Option shall not be construed as giving Employee the right to be retained in the employ of the Company or a Subsidiary Corporation. 13. Notices Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Company in care of its Secretary at its address of P. O. Box 419226, Kansas City, Missouri 64141-6226. Any notice required to be given or delivered to the Employee shall be in writing and addressed to the Employee at the address indicated below the Employee's signature line on this Agreement. All notices shall be deemed to have been given or delivered upon personal delivery or upon deposit in the U. S. mail, postage prepaid and properly addressed to the party to be notified. 14. Construction This Agreement and the Option evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the express terms and provisions of the Plan. 15. General The Company shall pay all original issue and transfer taxes with respect to the issue and transfer of shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith. The holder of the Option shall not have any rights of a stockholder with respect to the shares subject to the Option until such individual shall have exercised the Option, paid the Option Price and such shares have been transferred to the holder on the books and records of the Company upon the exercise of the Option. 5 IN WITNESS WHEREOF, this Stock Option Agreement has been duly executed on behalf of the Company by the duly authorized officers of the Company, and by the Employee, on the day and year first above written. UMB FINANCIAL CORPORATION By:___________________________________________ Chairman ATTEST: ___________________________ Secretary ______________________________________________ R. Crosby Kemper, Jr., Employee 1010 Grand Avenue Kansas City, Missouri 64106 EX-99 6 umbf-ex_683910.txt 12/16/2003 INCENTIVE STOCK OPTION PLAN UMB FINANCIAL CORPORATION 2002 INCENTIVE STOCK OPTION PLAN STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT, made and entered into as of this 16th day of December, 2003, by and between UMB FINANCIAL CORPORATION (the "Company"), and R. Crosby Kemper, Jr. (10% shareholder), an employee of the Company, or one of its subsidiaries, as the case may be (the "Employee"). WHEREAS, the Company desires, by affording the Employee an opportunity to purchase shares of its common stock, $1.00 par value ("Common Stock"), as hereinafter provided, to carry out the purpose of the 2002 Incentive Stock Option Plan of the Company ("the "Plan"); NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and for other good and valuable consideration, the parties hereto do hereby agree as follows: 1. Grant of Option The Company hereby irrevocably grants to the Employee, subject to the Plan (the terms and provisions of which are incorporated herein by reference as if fully set forth herein) and pursuant to the resolution of the Officers Salary and Stock Option Committee adopted as of December 16, 2003, (the "Grant Date") the right and option (the "Option") to purchase all or any part of an aggregate of 2055 shares of Common Stock (such number being subject to adjustment as provided in Paragraph 8 hereof), on the terms and conditions herein set forth. 2. Option Price The purchase price of the shares of Common Stock subject to the Option shall be $53.51 per share (such amount being subject to adjustment as provided in Paragraph 8 hereof), and the purchase price of all shares as to which the Option is exercised shall be paid either in cash or, with the consent of the Company, in stock of the Company at or prior to the time the certificates for such shares are delivered. 3. Term of Option The term of the Option shall be for a period of ten years from the Grant Date, or five years from the Grant Date if the Employee owns stock possessing more than ten percent (10%) of the total combined voting power or value of all classes of stock of the Company or any Subsidiary Corporation, subject to earlier termination, as provided in Paragraphs 4(e) and 6(a) hereof. Subject to the provisions of this Agreement and except as otherwise provided in paragraphs 6 and 7 hereof, the Option shall not be exercisable until the Employee has completed four years and eleven (11) months of continuous employment after the Grant Date at which time it shall become fully exercisable. In the event the Employee would, in accordance with the computation above, otherwise be entitled to exercise the Option for a fractional share, the number of shares for which the Option first becomes exercisable shall be rounded to the next highest whole share. In the event of any partial exercise of the Option, the portion of the Option exercised shall be for the shares subject to the Option which became exercisable at the earliest date. 4. Restrictions on Right to Exercise Option (a) The Option shall not be exercisable 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). (b) The Option shall not be exercisable in whole or in part unless or until a Registration Statement under the Securities Act of 1933 covering the common stock to be issued pursuant to the exercise of the Option shall have been filed and become effective and the Employee agrees that his/her right of exercise is subject to and contingent upon such Registration Statement being effective and current at the time of exercise. The Company has previously filed such a Registration Statement and hereby agrees to keep such Registration Statement current and effective as to stock covered by the Option during the period in which the Option may be exercised. (c) Except as otherwise provided in Paragraphs 6 and 7, the Option shall not be exercisable in whole or in part unless the Employee is in the employ of the Company and/or a "subsidiary corporation" of the Company as that term is defined in Section 425 of the Internal Revenue Code ("Subsidiary Corporation") and shall have been continuously so employed by the Company and/or Subsidiary Corporations since the date the Option was granted to the Employee. (d) If the Employee is an "Affiliate" of the Company under Rule 144(a) of the Securities Act of 1933, as amended (the "Act"), then he/she hereby: (1) represents and warrants that the Option granted herein, and all Shares purchased pursuant to the exercise of such Option, has and will be purchased for investment and not with a view to the distribution or resale thereof; (2) agrees that any sale of such Shares by him/her will be made in compliance with Rule 144 of the Act; (3) agrees that any attempted resale that fails to comply with Rule 144 of the Act will be deemed null and void; and (4) agrees that any certificate(s) representing such Shares may contain an express legend identifying such Shares as subject to resale restriction. (e) IF THE EMPLOYEE SHALL SELL ALL OR ANY PART OF THE COMMON STOCK PURCHASED HEREUNDER WITHIN ONE (1) YEAR FROM THE DATE OF THE PURCHASE THEREOF, THE OPTION (AND ANY OTHER OPTION OR OPTIONS HELD BY THE EMPLOYEE UNDER THE PLAN), TO THE EXTENT THERETOFORE UNEXERCISED, SHALL THEREUPON TERMINATE, AND THE EMPLOYEE SHALL BE INELIGIBLE TO RECEIVE ANY OTHER OPTION UNDER THE PLAN. 5. Non-Transferability The Option shall not be transferable otherwise than by will or laws of descent and distribution, and during the lifetime of the Employee may be exercised only by the Employee. The Employee may designate a beneficiary to exercise the Option after the Employee's death by filing a written designation of beneficiary with the Committee prior to the Employee's death. More particularly, but without limiting the generality of the foregoing, the Option may not be assigned, transferred (except as provided above), pledged or hypothecated in any way, shall not be assignable by operation of law and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to 2 the provisions hereof and the levy of any execution, attachment or similar process upon the Option shall be null and void and without effect. 6. Termination of Employment; Retirement or Disability (a) In the event that the employment of the Employee shall be terminated other than by death, by termination of employment by the Employee after attaining age sixty with twenty years of service (a "Qualified Retirement Termination"), or termination of employment as a result of Employee's permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code, as amended) (a "Disability Termination"), then the Option shall immediately terminate and cease to be exercisable. (b) If a Qualified Retirement Termination or Disability Termination of Employee's employment occurs prior to the time that the Option has either expired or has been fully exercised, then any unexercised portion of the Option shall, upon the occurrence of such Qualified Retirement Termination or Disability Termination, become immediately exercisable, and may thereafter be exercised by the Employee at any time during the three -month period immediately following the Qualified Retirement Event (if applicable) or the one-year period immediately following the Disability Event (if applicable) but in no event after the expiration of the teen for which the Option is granted, or before the expiration of two years after the date the Option was granted. 7. Death of Employee If the Employee shall die while employed by the Company or a Subsidiary Corporation, or within three (3) months from the occurrence of a Qualified Retirement Termination or within one (1) year after the occurrence of a Disability Termination, then the Option shall immediately become exercisable (if not otherwise already exercisable) upon the occurrence of such death, and may thereafter be exercised within six (6) months after the date of such death (whether or not the three months or the one-year period, as the case may be, specified in Paragraph 6(b) had commenced to run on the date of his/her or her death), but in no event after the expiration of the term for which this Option is granted, or before the expiration of two years after the date the Option was granted, by the beneficiary designated in a written designation filed with the Committee prior to the Employee's death. If the designated beneficiary does not survive Employee, the Option shall become an asset of Employee's estate to be exercised by the personal representative or administrator of Employee's estate. 8. Adjustments In the event of any stock dividend, stock split or recapitalization, the number of shares subject to the Option and the purchase price thereof shall be proportionately adjusted in accordance with the terms of the Plan. 9. Method of Exercising Option Subject to the terms and conditions of the Option Agreement, the Option may be exercised by written notice to the Company in care of its Secretary at its address of P. O. Box 419226, Kansas City, Missouri 64141-6226. Such notice shall state the election to exercise the Option and 3 the number of shares in respect of which it is being exercised, and shall be signed by the person or persons exercising the Option. Such notice must be accompanied by payment of the full purchase price of such shares, and the date such notice and payment is received shall be the "Exercise Date." Payment of such purchase price shall in either case be made either by check payable to the order of the Company, or if the Company consents to have payment made in shares of the Company, by delivery of certificates for the requisite number of shares. The certificate or certificates for the shares as to which the Option shall have been exercised shall be registered in the name of the person or persons so exercising the Option and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised pursuant to Paragraph 7 hereof by any person or persons other than the Employee, such notice shall be accompanied by 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. 10. RIGHTS OF THE COMPANY IN THE EVENT OF COMPETING EMPLOYMENT THE EMPLOYEE HEREBY AGREES THAT ANY AND ALL OPTIONED SHARES ACQUIRED UPON THE EXERCISE OF THIS OPTION SHALL BE SUBJECT TO CERTAIN RIGHTS OF THE COMPANY IN ACCORDANCE WITH THE FOLLOWING PROVISIONS OF THIS PARAGRAPH 10 AND THAT SUCH PROVISIONS SHALL SURVIVE THE EXERCISE OF THIS OPTION: In the event the employment of the Employee with the Company or any Subsidiary Corporation shall be terminated for any reason, and the 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, directly or indirectly, on his/her or her own account, by or through any other individual or entity, as an officer, director, employee or stockholder of a corporation, 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, the 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 exercise of this Option 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 appropriate adjustment in the case of stock dividends, stock splits or recapitalization. The employee further agrees that the Company shall have a right of set-off against any sums due him/her or her from the Company or a Subsidiary Corporation in the form of wages, bonuses or vacation pay for all sums due the Company under this paragraph. 11. No Waiver The failure of the Company in any instance to exercise any of its rights granted under this Agreement shall not constitute a waiver of any other rights that may subsequently arise under the provisions of this Agreement. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature. 4 12. No Employment Contract Employee agrees that he/she will, if the Company desires, 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/her; and that he/she will, during such employment, devote his/her 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 herein or in the Plan shall confer on Employee 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 Employee's employment at any time. Except to the extent the terms of any written employment contract between the Company and Employee may expressly provide otherwise, the Company and its Subsidiary Corporations shall be under no obligation to continue the employment of the Employee for any period of specific duration and may terminate the employment of the Employee at any time, with or without cause, free from any liability or any claim under the Plan or otherwise, unless otherwise expressly provided herein or in the Plan. The grant of an Option shall not be construed as giving Employee the right to be retained in the employ of the Company or a Subsidiary Corporation. 13. Notices Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Company in care of its Secretary at its address of P. O. Box 419226, Kansas City, Missouri 64141-6226. Any notice required to be given or delivered to the Employee shall be in writing and addressed to the Employee at the address indicated below the Employee's signature line on this Agreement. All notices shall be deemed to have been given or delivered upon personal delivery or upon deposit in the U. S. mail, postage prepaid and properly addressed to the party to be notified. 14. Construction This Agreement and the Option evidenced hereby are made and granted pursuant to the Plan and are in all respects limited by and subject to the express terms and provisions of the Plan. 15. General The Company shall pay all original issue and transfer taxes with respect to the issue and transfer of shares pursuant hereto and all other fees and expenses necessarily incurred by the Company in connection therewith. The holder of the Option shall not have any rights of a stockholder with respect to the shares subject to the Option until such individual shall have exercised the Option, paid the Option Price and such shares have been transferred to the holder on the books and records of the Company upon the exercise of the Option. 5 IN WITNESS WHEREOF, this Stock Option Agreement has been duly executed on behalf of the Company by the duly authorized officers of the Company, and by the Employee, on the day and year first above written. UMB FINANCIAL CORPORATION By: ________________________________________ ATTEST: Chairman & Chief Executive Officer __________________________ ______________________________________________ Secretary R. Crosby Kemper, Jr., Employee 1010 Grand Blvd., Kansas City MO 64106 6 -----END PRIVACY-ENHANCED MESSAGE-----