<PAGE>
         0507251.01.DOC

As filed with the Securities and Exchange Commission on October 16, 1998
                                                  Registration No. 333-____

=============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------
                            UMB FINANCIAL CORPORATION
              -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                               Missouri 43-0903811
     --------------------------------- ------------------------------------
                (State or other jurisdiction of (I.R.S. Employer
                incorporation or organization Identification No.)

                                1010 Grand Avenue
                           Kansas City, Missouri 64106
                                  (816)860-7000
                  --------------------------------------------
                   (Address, including zip code, and telephone
                  number, including area code, of Registrant's
                          principal executive offices)

                   UMB PROFIT SHARING AND 401(K) SAVINGS PLAN
                              --------------------
                            (Full title of the plan)

                            Dennis R. Rilinger, Esq.
                            UMB Financial Corporation
                                1010 Grand Avenue
                           Kansas City, Missouri 64106
                     --------------------------------------
                     (Name and address of agent for service)

                                 (816) 860-7000
          ------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    COPY TO:
                          Victoria R. Westerhaus, Esq.
                           Shook, Hardy & Bacon L.L.P.
                         1010 Grand Boulevard, 5th Floor
                           Kansas City, Missouri 64106
                                  (816)474-6550
<PAGE>
                         CALCULATION OF REGISTRATION FEE

Title of
Securities         Amount       Proposed maximum  Proposed maximum Amount of
to be              to be        Offering Price    aggregate        Registration
Registered         Registered   per Unit          Offering Price   Fee
------------------------------------------------------------------------------
Plan Interests     (1)          N/A               N/A              (2)
related to the UMB
Profit Sharing and
401(k) Savings Plan
------------------------------------------------------------------------------


(1) Pursuant to Rule 416(c) under the  Securities  Act of 1933,  as amended (the
"Securities Act"), this Registration  Statement covers an indeterminable  amount
of interests to be offered or sold pursuant to the UMB Profit Sharing and 401(k)
Savings Plan described herein.

(2) Pursuant to Rule 457(h)(3), no registration fee is required to be paid.

<PAGE>
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 AND 2. PLAN  INFORMATION  AND REGISTRANT  INFORMATION  AND EMPLOYEE PLAN
ANNUAL INFORMATION.  This Registration  Statement relates to the registration of
an indeterminate number of participation interests in the Plan. Pursuant to Rule
428(b)(1)  under the Securities  Act, the documents  containing the  information
specified  in Part I of  Form  S-8 has  been  or will be sent or  given  to each
participant  in the Plan.  These  documents  and the documents  incorporated  by
reference in this Registration  Statement  pursuant to Item 3 of Part II hereof,
taken together, constitute the Section 10(a) Prospectus.

The Company agrees to provide the participants in the Plan, without charge, upon
written or oral request, all of the documents  incorporated by reference in Item
3 of  Part  II  below  and any  other  documents  required  to be  delivered  to
participants  in the Plan pursuant to Rule 428(b) under the Securities Act. Such
request should be delivered to UMB Bank, n.a., Attn: Mark P. Herman, Senior Vice
President and Employee Benefits Council,  1010 Grand Boulevard,  Kansas City, MO
64106, (816)860-7971.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following  documents  filed by the Company with the  Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference herein:

(a)(1)  The  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
December 31, 1997, filed with the Commission on March 27, 1998;

(2) The  Company's  Annual  Report on Form 11-K for the Plan for the year  ended
December 31, 1997, filed concurrently with this document;

(b) The Company's  Quarterly Report on Form 10-Q for the quarter ended March 31,
1998, filed with the Commission on May 12, 1998;

(c) The Company's  Quarterly  Report on Form 10-Q for the quarter ended June 30,
1998, filed with the Commission on August 14, 1998; 

(d) The Company's  current report on Form 8-K, filed with the Commission on
September 16, 1998; and

(e) The  description of the Company's  Common Stock contained in Amendment No. 1
on Form 8 to its General Form for  Registration  of Securities on Form 10, dated
March 5, 1993 (File No. 0-4887, filed under Section 12 of the Exchange Act).

All  documents  subsequently  filed by the Company  pursuant to Sections  13(a),
13(c),  14 or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange  Act")  prior  to  the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
in the Registration  Statement and to be part thereof from the date of filing of
such documents. Any statement contained in the documents incorporated, or deemed
to be  incorporated,  by  reference  herein  or  therein  shall be  deemed to be
modified or  superseded  for  purposes of this  Registration  Statement  and the
prospectus  which is a part  hereof  (the  "Prospectus")  to the  extent  that a
statement  contained  herein  or  therein  or in any  other  subsequently  filed
document which also is, or is deemed to be,  incorporated by reference herein or
therein modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement and the Prospectus.
<PAGE>
ITEM 4.  DESCRIPTION OF SECURITIES

   Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

   Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

In accordance  with Section 355 of the General and Business  Corporation  Law of
the State of Missouri, Article IX, Section 4 of the Company's Bylaws provides as
follows:

         Section 4. Indemnification of Directors and Officers.

1. Any person who was or is a party or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding  whether  civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  Corporation)  by reason of the fact that he is or was a  director,
officer or employee of the  Corporation,  or is or was serving at the request of
the  Corporation  as a director,  officer or  employee  of another  corporation,
partnership,  joint venture, trust or other enterprise (which shall be deemed to
include any employee  benefit plan of the Corporation or any other  corporation)
may be indemnified  against expenses  (including  attorneys'  fees),  judgments,
fines and amounts  paid in  settlement  (which  shall  include any excise  taxes
assessed against a person with respect to an employee benefit plan) actually and
reasonably incurred by him in connection with such action, suit or proceeding so
long as the results of an  investigation of the matter as described in Section 4
includes  a finding  that he acted in good  faith and in a manner he  reasonably
believed to be in or not opposed to the best interests of the Corporation or the
participants or beneficiaries of any employee benefit plan, and, with respect to
any  criminal  action or  proceeding,  had no  reasonable  cause to believe  his
conduct was unlawful, provided, however, that in an action by or in the right of
the  Corporation no  indemnification  shall be made in respect of any judgments,
fines and amounts paid in settlement and provided further that in such an action
there  shall be no  indemnification  for any claim,  issue or matter as to which
such person shall have been  adjudged to be liable for  negligence or misconduct
in the performance of his duty to the Corporation  unless and only to the extent
that a court of competent jurisdiction so orders.
<PAGE>
2. The  termination  of any action,  suit,  or  proceeding  by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith and in a manner  which he  reasonably  believed to be in or not opposed to
the best interest of the  Corporation,  and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

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

4. Except as provided in Section 3,  indemnification  of anyone under Section 1,
unless ordered by a court,  shall be made by the Corporation  only as authorized
in each  case  upon a  determination  that it is proper  because  the  director,
officer or employee has met the applicable standard of conduct set forth. Such a
determination  shall be made by the Board of Directors  by a majority  vote of a
quorum  consisting  of  directors  who were not parties to the  action,  suit or
proceeding,  or if such a quorum  is not  obtainable,  or even if  obtainable  a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion, or by the shareholders.

5.  Notwithstanding  anything  herein to the contrary,  no director,  officer or
employee shall be indemnified against any expenses,  penalties or other payments
incurred in an administrative  proceeding or action instituted by an appropriate
bank  regulatory  agency  which  proceeding  or action  results in a final order
assessing civil money penalties or requiring affirmative action by an individual
or individuals in the form of payments to the bank.

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

7. The Corporation  may purchase and maintain  insurance on behalf of any person
who is or was a director,  officer or employee of the  Corporation  or is or was
serving at the request of the Corporation as a director,  officer or employee of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any liability for which it may indemnify  such people under the terms of
this Article.
<PAGE>
8. The  indemnification  provided  for  directors,  officers or employees of the
Corporation  shall not be deemed  exclusive  of any other  rights to which those
officers,  directors or employees may be entitled  under any by-law,  agreement,
vote of shareholders or disinterested directors or otherwise, both as to actions
in his or her  official  capacity  and as to actions in another  capacity  while
holding such office,  and shall continue as to any person who has ceased to be a
director,  officer or employee of the Corporation and shall inure to the benefit
of his or her heirs, executors and administrators.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

   Not applicable.

ITEM 8.  EXHIBITS

4.1  The  Company's  Articles  of  Incorporation.

4.2 The  Company's  Bylaws.

4.3  Description  of Company's  Common Stock in Amendment No. 1 on Form 8 to its
General  Form for  Registration  of  Securities  on Form 10, dated March 5, 1993
(File No. 0-4887).

4.4 UMB Profit Sharing and 401(k)  Savings Plan,  filed  concurrently  with this
document.

5.1 Opinion of Shook, Hardy & Bacon L.L.P.

23.1 Consent of Shook, Hardy & Bacon L.L.P.(contained in exhibit 5.1).

23.2 Consent of Deloitte & Touche LLP.

24.  Powers of Attorney (contained on signature pages hereto).

ITEM 9.  UNDERTAKINGS

(a) The undersigned registrant hereby undertakes as follows:

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this Registration Statement:
<PAGE>
(i) To include any  prospectus  required by Section  10(a)(3) of the  Securities
Act;

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the Registration  Statement;
and

(iii)  To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement;

Provided,  however,  that paragraphs (a)(i)(1) and (a)(i)(2) are inapplicable if
the information to be included thereunder is contained in periodic reports filed
with or furnished to the Commission by the registrant  pursuant to Section 13 or
Section  15(d) of the  Exchange  Act that are  incorporated  by reference in the
Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act,
each such  post-effective  amendment  shall be  deemed to be a new  Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

<PAGE>
                                  SIGNATURES

Pursuant to the  requirements of the Securities  Act, UMB Financial  Corporation
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized, in the City of Kansas City, State of Missouri, on October 16, 1998.

                                                  UMB FINANCIAL CORPORATION

                                                  /s/ R. Crosby Kemper
                                                  R. Crosby Kemper,
                                                  Chairman of the Board and
                                                  Chief Executive Officer


                                                  /s/ Timothy M. Connealy
                                                  Timothy M. Connealy,
                                                  Chief Financial Officer

Date:  October 16, 1998

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints R. Crosby Kemper, his true and lawful  attorney-in-fact
and agent, with full power of substitution and  re-substitution,  for him in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same, with all exhibits thereto,  and all other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
said attorney-in-fact and agent or his substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

/s/ Paul D. Barlett, Jr.   Director    /s/ C.N. Hoffman III     Director
Paul D. Barlett, Jr.                   C.N. Hoffman III

/s/ Thomas E. Beal         Director    /s/ Alexander C. Kemper   Director
Thomas E. Beal                         Alexander C. Kemper

/s/ H. Alan Bell           Director    /s/Daniel N. League, Jr.   Director
H. Alan Bell                           Daniel N. League, Jr.

<PAGE>

/s/ David R. Bradley, Jr.  Director         /s/Thomas D. Sanders       Director
David R Bradley, Jr.                        Thomas D. Sanders
/s/ Howard R. Fricke       Director         /s/ William J. McKenna    Director
Howard R. Fricke                            William J. McKenna

/s/ Newton A. Campbell     Director         /s/ Roy E. Mayes          Director
Newton A. Campbell                          Roy E. Mayes

/s/ William Terry Fuldner  Director         /s/ John H. Mize, Jr.      Director
William Terry Fuldner                       John H. Mize, Jr.

/s/ Jack T. Gentry         Director         /s/ Mary Lynn Oliver      Director
Jack T. Gentry                              Mary Lynn Oliver

/s/ Peter J. Genovese      Director         /s/ W.L. Orschlen          Director
Peter J. Genovese                           W.L. Orschlen

/s/ Robert W. Plaster      Director         /s/ Herman R. Sutherland   Director
Robert W. Plaster                           Herman R. Sutherland

/s/ Alan W. Rolley         Director         /s/ E. Jack Webster, Jr.  Director
Alan W. Rolley                              E. Jack Webster, Jr.

/s/ Joseph F. Ruysser      Director         /s/ John E. Williams       Director
Joseph F. Ruysser                           John E. Williams




Date: October 16, 1998


The Plan.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
trustees (or other person who administers  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized,  in the city of Kansas City,  State of
Missouri, on October 16, 1998.

                   UMB PROFIT SHARING AND 401(k) SAVINGS PLAN


                                        /s/ James W. Rawlings
                                        James W. Rawlings,
                                        Chairman of the Administrative
                                        Committee for the Plan

<PAGE>
                            UMB FINANCIAL CORPORATION

                                    FORM S-8

                                  EXHIBIT INDEX
                                 --------------

                                                                 Sequential
No.    Description                                               Page Number
---    ---------                                                 -----------

4.1  The  Company's  Articles  of  Incorporation.                     13

4.2  The  Company's  Bylaws.                                          24

4.3*  Description of Company's  Common Stock in Amendment
No. 1 on Form 8 to its General  Form for  Registration  of
Securities  on Form 10, dated March 5, 1993 (File No. 0-4887).

4.4 UMB Profit Sharing and 401(k)  Savings Plan,
filed  concurrently  with this document.                              43

5.1      Opinion of Shook, Hardy & Bacon L.L.P.                      113 

23.1     Consent of Shook, Hardy & Bacon L.L.P.       
(contained in exhibit 5.1).

23.2     Consent of Deloitte & Touche LLP.                           115

24.      Powers of Attorney (contained on signature pages hereto).





-------------------
 * Previously Filed
<PAGE>
EXHIBIT 4.1

                          CERTIFICATE

         I, David D. Miller, hereby certify that the attached
copies of Articles of Incorporation of Citibanc Shares of
Missouri, Inc. dated June 12, 1967, the first amendment to the
Articles of Incorporation dated March 5, 1968, the second
amendment to the Articles of Incorporation dated October 22,
1969, the third amendment to the Articles of Incorporation
dated April 21, 1971, the fourth amendment to the Articles of
Incorporation dated August 24, 1971, the fifth amendment to
the Articles of Incorporation dated April 27, 1973, the sixth
amendment to the Articles of Incorporation dated April 19,
1979, the seventh amendment to the Articles of Incorporation
dated April 19, 1981, the eighth amendment to the Articles of
Incorporation dated April 22, 1982, the ninth amendment to the
Articles of Incorporation dated April 25, 1984, the tenth
amendment to the Articles of Incorporation dated May 4, 1992,
and the eleventh amendment to the Articles of Incorporation
dated April 21, 1994, the twelfth amendment to the Articles of
Incorporation dated July 12, 1995, and the thirteenth
amendment to the Articles of Incorporation dated April 16,
1996, represent a true and complete copy of the Articles of
Incorporation of UMB Financial Corporation and of each and
every Amendment to those Articles of Incorporation as of April
22, 1996.


 
______________________________
 
David D. Miller, Corporate Secretary

SEAL

<PAGE>
                   ARTICLES OF INCORPORATION
                               OF
                UMB FINANCIAL CORPORATION, INC.

         The undersigned natural persons of the age of
twenty-one years or more, for the purpose of forming a
corporation under The General and Business Corporation Law of
Missouri, adopt the following Articles of Incorporation:

                           ARTICLE I

         The name of the corporation is "UMB Financial
Corporation."

                           ARTICLE II

         The address of the corporation's initial registered
office in the State of Missouri is:  928 Grand Avenue, Kansas
City, Missouri, and the name of its initial registered agent
at such address is:  Charles G. Young, Jr.

                          ARTICLE III

         The aggregate number of shares which the corporation
shall have the authority to issue is thirty-four million
(34,000,000).  Thirty-three million (33,000,000) of such
shares shall be common stock with a par value of one dollar
($1.00) per share, and such common stock shall have no
preferences, qualifications, limitations, restrictions or
special relative or convertible rights.  The remaining one
million (1,000,000) shares shall be preferred stock with a par
value of one cent ($0.01) per share.

         The Board of Directors is authorized, subject to
limitations prescribed by law and the provisions of this
Article III, to provide for the issuance of the shares of
preferred stock in series, and by compliance with the
applicable law of Missouri, to establish from time to time the
number of shares to be included in each such series, and to
fix the designations, powers, preferences and rights of the
shares of each such series and the qualifications, limitations
or restrictions thereof.  The authority of the Board of
Directors with respect to each series shall include, but not
be limited to, determination of the following:

(a)      The number of shares to constitute such series (which
         number may at any time, or from time to time, be
         increased or decreased by the Board of Directors,
         notwithstanding that shares of the series may be
         outstanding at the time of such increase or decrease,
         unless the Board of Directors shall have otherwise
         provided in creating such series) and the distinctive
         designation thereof;

(b)      The dividend rate on the shares of such series,
         whether or not dividends on the shares of such series
         shall be cumulative, and the date or dates, if any,
         from which dividends thereon shall be cumulative;

(c)      Whether or not the shares of such series shall be
         redeemable, and, if redeemable, the date or dates
         upon or after which they shall be redeemable, the
         amount per share payable thereon in the case of the
         redemption (which amount shall be, in the case of
         each share, not less than its preference upon
         involuntary liquidation, plus an amount equal to all
         dividends thereon accrued and unpaid, whether or not
         earned or declared and which amount may vary at
         different redemption dates or
         otherwise as permitted by law) and whether such
         series may be redeemed for cash, property or rights,
         including securities of the corporation or another
         corporation;

(d)      The right, if any, of holders of such series to
         convert the same into, or exchange the same for,
         common stock or other securities, and the terms and
         conditions of such conversion or exchange, as well as
         any provisions for adjustment of the conversion rate
         in such events as the Board of Directors shall
         determine;

(e)      Whether the holders of shares of such series shall
         have voting power, in addition to the voting powers
         provided by law, and if such additional voting power
         is established, to fix the extent thereof;
<PAGE>
(f)      Whether such series shall have a sinking fund for the
         redemption or repurchase of shares of that series,
         and, if so, the terms and amount of such sinking fund;

(g)      The rights of the shares of such series in the event
         of voluntary or involuntary liquidation, dissolution
         or winding up of the corporation, and the relative
         rights of priority, if any, of payment of shares of
         that series; and

(h)      Any other rights and privileges and any
         qualifications, limitations or restrictions of such
         rights and privileges of such series; provided,
         however, that the designations, powers, preferences
         and rights, and the qualifications, limitations or
         restrictions thereof, so fixed by the Board of
         Directors shall not conflict with these Articles of
         Incorporation or with the resolution or resolutions
         adopted by the Board of Directors, as hereinabove
         provided, providing for the issue of any series of
         preferred stock for which there are then shares
         outstanding.

         All shares of preferred stock of the same series
shall be identical in all respects, except that shares of any
one series issued at different times may differ as to dates,
if any, from which dividends thereon may accumulate.  All
shares of preferred stock of all series shall be of equal rank
and shall be identical in all respects, except that, to the
extent not otherwise limited in this Article III, any series
may differ from any other series with respect to any one or
more of the designations, relative rights, preferences and
limitations (including, without limitation, the designations,
relative rights, preferences and limitations described or
referred to in subparagraphs (a.) to (h.) inclusive above)
which may be fixed by the Board of Directors pursuant to this
Article III.

         Dividends on the outstanding preferred stock shall be
declared and paid or set apart for payment before any
dividends shall be declared and paid or set apart for payment
on the common stock with respect to the same dividend period.
Dividends on any shares of preferred stock shall be cumulative
only if and to the extent established by the Board of
Directors.

         All shares of preferred stock of all series shall be
of equal rank, preference and priority as to dividends
irrespective of whether the rates of dividends to which the
same shall be entitled shall be the same and when the stated
dividends are not paid in full, the shares of all series of
the preferred stock shall share ratably in the payment thereof
in accordance with the sums which would be payable on such
shares if all dividends were paid in full provided, however,
that any two or more series of the preferred stock may differ
from each other as to the existence and extent of the right to
cumulative dividends, as previously provided herein.

         Except as otherwise specifically provided by law or
as established by the Board of Directors, preferred stock
shall not have any right to vote for the election of directors
or for any other purpose, but if so provided, the Board of
Directors may give each holder of preferred stock more or less
than one vote for each share of stock held of record by such
holder at the time entitled to voting rights.

         In the event of any liquidation, dissolution or
winding up of the corporation, whether voluntary or
involuntary, each series of preferred stock shall have
preference and priority over the common stock for payment of
the amount to which such series of preferred stock shall be
entitled in accordance with the provisions thereof and each
holder of preferred stock shall be entitled to be paid in full
such holder's share of such amount, or have a sum sufficient
for the payment in full set aside.  If, upon liquidation,
dissolution or winding up of the corporation, the assets of
the corporation or proceeds thereof, distributable among the
holders of the shares of all series of the preferred stock
shall be insufficient to pay in full the preferential amount
aforesaid, then such assets, or the proceeds thereof, shall be
distributed among such holders ratably in accordance with the
respective amounts which would be payable if all amounts
payable thereon were paid in full.  After the payment to the
holders of preferred stock of all such amounts to which they
are entitled, as above provided, the remaining assets and
funds of the corporation shall be divided and paid to the
holders of common stock.
<PAGE>
         In the event that the preferred stock of any one or
more series shall be made redeemable, the corporation, at the
option of the Board of Directors, may redeem, at the time or
times as established by the Board of Directors with respect to
any such series, all or any part of any such series of
preferred stock outstanding upon notice duly given as
hereinafter specified, by paying for each share the then
applicable redemption price plus an amount equal to accrued
and unpaid dividends to the date fixed for redemption.  A
notice specifying the shares to be redeemed, and the time and
place of redemption (and, if less than the total outstanding
shares are to be redeemed, specifying the certificate numbers
and number of shares to be redeemed) shall be mailed,
addressed to the holders of record of the preferred stock to
be redeemed at their respective addresses as the same shall
appear upon the books of the corporation, not less than thirty
(30) days nor more than ninety (90) days previous to the date
fixed for redemption.  If less than the whole amount of any
outstanding series of preferred stock is to be redeemed, the
shares of such series to be redeemed shall be selected by lot
or pro rata in any manner determined by resolution of the
Board of Directors to be fair and proper.  From and after the
date fixed in any such notice as the date of redemption
(unless default shall be made by the corporation in providing
monies at the time and place of redemption for payment of the
redemption price) all dividends upon the preferred stock so
called for redemption shall cease to accrue.  With respect to
any shares of preferred stock so called for redemption, if,
before the redemption date, the corporation shall deposit with
a bank or trust company in the United States, having a capital
and surplus of at least $10,000,000, funds necessary for such
redemption, in trust, to be applied to the redemption of the
shares of preferred stock so called for redemption, then from
and after the date of such deposit, all rights of the holders
of such shares of preferred stock so called for redemption
shall cease, except the right to receive, on and after the
date of such deposit, the redemption price upon surrender of
the certificates representing such shares of preferred stock
so called for redemption, duly endorsed for transfer, if
required, and except as might otherwise be provided by the
Board of Directors with respect to any such shares of
preferred stock so called for redemption.  Any interest
accrued on such funds shall be paid to the corporation from
time to time.  Any funds so deposited and unclaimed at the end
of six (6) years from such redemption date shall be released
or repaid to the corporation, after which the holders of such
shares of preferred stock so called for redemption shall look
only to the corporation for payment of the redemption price.
Notwithstanding the foregoing, no redemption of any shares of
any series of preferred stock shall be made by the corporation
(1) which as of the date of mailing of the notice of such
redemption would, if such date were the date fixed for
redemption, reduce the net assets of the corporation remaining
after such redemption below the aggregate amount payable upon
voluntary or involuntary liquidation, dissolution or winding
up to the holders of shares having rights senior or equal to
the preferred stock in the assets of the corporation upon
liquidation, dissolution or winding up; or (2) unless all
cumulative dividends for the current and all prior dividend
periods have been declared and paid or declared and set apart
for payment on all shares of the corporation having a right to
cumulative dividends.

         Shares of any series of preferred stock which have
been redeemed, retired or purchased by the corporation
(whether through the operation of a sinking or purchase fund
or otherwise) or which, if convertible or exchangeable, have
been converted into or exchanged for shares of stock of the
corporation of any other class or series shall thereafter have
the status of authorized but unissued shares of preferred
stock of the corporation, and may thereafter be reissued as
part of the same series or may be reclassified and reissued by
the Board of Directors in the same manner as any other
authorized and unissued shares of preferred stock.
<PAGE>
                           ARTICLE IV

         The number and class of shares to be issued before
the corporation shall commence business is fifty (50) shares
of common stock with a par value of Twelve Dollars and Fifty
Cents ($12.50) per share.  The consideration to be paid
therefor and the capital with which the corporation shall
commence business is Six Hundred Twenty-Five Dollars
($625.00).  The corporation will not commence business until
consideration of the value of at least Six Hundred Twenty-Five
Dollars ($625.00) has been received for the issuance of shares.

                           ARTICLE V

         The name and place of residence of each incorporator
is as follows:

         R. Crosby Kemper, Jr.
         1014 Greenway Terrace
         Kansas City, Missouri

         Charles G. Young, Jr
         221 West 48th Street
         Kansas City, Missouri

         V. B. Kassebaum
         1215 West 59th Street
         Kansas City, Missouri

                           ARTICLE VI

         The number of directors constituting the first Board
of Directors of the corporation was nine (9) and the number
constituting the Board at the time of the effectiveness of the
Amendment is seventeen (17).  Hereinafter, the number of
directors shall be fixed by, or in the manner provided in, the
By-Laws of the corporation.  Any change in the number of
directors shall be reported to the Secretary of State within
thirty (30) calendar days of such change.  Directors need not
be shareholders unless the By-Laws require them to be
shareholders.

                          ARTICLE VII

         The duration of the corporation is perpetual.

                          ARTICLE VIII

         The corporation is formed for the following purposes:

(a)      To purchase, subscribe for or otherwise acquire and
         own, hold as an investment or otherwise, use, sell,
         assign, deal in, transfer, mortgage, pledge, exchange
         or otherwise dispose of, alone or in syndicates or
         otherwise in conjunction with others, shares of
         capital stock, bonds, debentures, notes, evidences of
         indebtedness and other securities, contracts or
         obligations of any corporation, association,
         partnership, entity, or governmental, municipal or
         public authority, domestic or foreign, and to pay
         therefor in whole or in part, in cash or by
         exchanging therefor shares of the capital stock,
         bonds, debentures, notes or other obligations of this
         corporation or any other corporation, and while the
         owner or holder of any such property to receive,
         collect and dispose of the interest, dividends and
         income arising from such property, and to possess and
         exercise in respect thereof all the rights, powers
         and privileges of ownership, including all voting
         powers of any securities so owned:

(b)      To carry on and conduct either directly or through
         subsidiaries any lawful business or businesses, and
         to do all things necessary or proper for the conduct
         of any businesses in which the corporation may be
         engaged;

(c)      To make, manufacture, process, organize, finance,
         manage, operate, purchase, sell, own, hold, store,
         exchange, rent, lease, service, repair, handle or
         deal in and within any manner, property of any and
         every description and class which is now or may
         become the subject of trade or commerce;
<PAGE>
(d)      To cause to be formed, to promote, and to aid in the
         formation of any corporation or association, domestic
         or foreign, and to cause or participate in the
         merger, consolidation, reorganization, liquidation or
         dissolution of any corporation or association,
         domestic or foreign, in which, or in the business or
         welfare of which, the corporation shall have directly
         or indirectly any interest;

(e)      To operate, manage, supervise, and control all or any
         part of the business and property of any corporation,
         association, firm, entity, individual or undertaking,
         domestic or foreign, or to take any part therein, and
         to appoint and remunerate any directors, accountants,
         other experts, agents, employees and persons;

(f)      To acquire by purchase, lease or otherwise, to
         construct, assemble, own, hold, lease, rent, remodel,
         improve, reconstruct, mortgage, encumber, operate,
         manage, deal in and dispose of machinery, equipment,
         appliances, fixtures, buildings, offices, factories,
         store rooms, warehouses, plants, garages, apartments
         and houses, with all improvements, machines, fixtures
         and equipment appurtenant or convenient thereto, or
         which may be useful or desirable in the conduct of
         any business or businesses in which the corporation
         is or may be engaged;

(g)      To own, acquire, buy, sell, deal in, lease, rent,
         remodel, improve, reconstruct, mortgage and otherwise
         encumber real estate, whether improved or unimproved,
         and any interest of any kind whatsoever therein, and
         to own, hold, deal in and dispose of such property,
         whether real, personal or mixed;

(h)      To acquire the good will, business, rights and
         property of any person, firm, association or
         corporation, and to pay for the same in cash,
         property, stocks, notes or otherwise; to hold and
         enjoy or in any manner to dispose of the whole or any
         part of the property, assets and rights so acquired;
         to conduct in any lawful manner the whole or any part
         of any business so acquired, and to exercise all
         powers necessary or convenient in and about the
         conduct and management of any business or businesses
         in which the corporation is now or may hereafter be
         engaged;

(i)      To sell, lease, convey, or otherwise dispose of,
         mortgage, pledge or otherwise encumber all or any
         part of its property and assets;

(j)      To acquire, deal in, purchase, own, hold, lease rent,
         mortgage, develop, mine, produce, acquire, exploit,
         encumber and dispose of lumber, natural resources,
         minerals and mineral rights or royalty interests of
         any kind;

(k)      To acquire, own, deal in, hold, enjoy, use and
         dispose of patents and patent rights, trademarks and
         trade names, distinctive marks, copyrights, licenses,
         inventions, improvements, processes, franchises,
         permits and other evidences of lawful authority or
         agency;

(l)      To borrow money for any of the purposes of the
         corporation and to draw, make, accept, endorse,
         discount, execute, issue, sell, pledge or otherwise
         dispose of promissory notes, drafts, bills of
         exchange, warrants, bonds, debentures and other
         negotiable or non-negotiable, transferable or
         non-transferable instruments and evidences of
         indebtedness, and to secure the payment thereof and
         the interest thereon by mortgage, assignment in
         trust, pledge, conveyance, or other encumbrance of
         the whole or any part of the property of the
         corporation at the time owned or thereafter acquired;

(m)      To purchase, acquire, hold, sell, transfer and redeem
         or otherwise deal in shares of its own capital stock,
         whenever and to the fullest extent permitted by law;

(n)      To lend money, and to acquire, take or hold as
         security, if desired, real and personal property,
         bonds, debentures, notes or any other evidences of
         interest or indebtedness or any other security for
         the payment of funds so loaned; to promote or to aid
         in any manner, financially or otherwise, any
         corporation or association of which any stocks,
         bonds, or other evidences of indebtedness or
         securities are held directly or indirectly by this
         corporation; and for this purpose to guarantee the
         contracts, dividends, stocks, bonds, notes and other
         obligations of such other corporation or association,
         and to do any other acts or things designed to
         protect, preserve, improve or enhance the value of
         such stocks, bonds, or other evidences of
         indebtedness of securities;

(o)      To have and to exercise all powers necessary or
         incident to carrying out its corporate purposes, to
         exercise all other powers permitted by law, and to
         possess and enjoy all rights and powers which now or
         at any time hereafter may be granted to or exercised
         by a corporation of this character;

(p)      Nothing in these Articles of Incorporation shall
         authorize this corporation to engage in any business
         which would cause the corporation to be, or become,
         an investment company as that term is defined in the
         Investment Company Act of 1940, or shall authorize
         the corporation to hold itself out as such an
         investment company.

                           ARTICLE IX

         No holder of stock of the corporation of any class
shall be entitled as a matter of right to subscribe for or
purchase any part of any new or additional issue of stock, or
securities convertible into stock, of any class whatsoever,
whether now or hereafter authorized, and all such additional
shares of stock or other securities convertible into stock may
be issued and disposed of by the Board of Directors to such
person or persons and on such terms and for such consideration
(so far as may be permitted by law) as the Board of Directors,
in their absolute discretion, may deem advisable.

                           ARTICLE X

         The By-Laws of the corporation may from time to time
be altered, amended, suspended or repealed, or new By-Laws may
be adopted, in any of the following ways:  (i) by the
affirmative vote, at any annual or special meeting of the
shareholders, of the holders of at least two-thirds of the
outstanding shares of stock of the corporation entitled to
vote thereon, or (ii) by resolution adopted by a majority of
the full Board of Directors at a meeting thereof, or (iii) by
unanimous written consent of all the Directors in lieu of a
meeting; provided, however, that the power of the Directors to
alter, amend, suspend or repeal the By-Laws or any portion
thereof may be denied as to any By-Laws or portion thereof
enacted by the shareholders if at the time of such enactment
the shareholders shall so expressly provide.

                           ARTICLE XI

         The corporation reserves the right to alter, amend or
repeal any provision contained in its Articles of
Incorporation in the manner now or hereafter prescribed by the
statutes of Missouri, and all rights and powers conferred
herein are granted subject to this reservation; and, in
particular, the corporation reserves the right and privilege
to amend its Articles of Incorporation from time to time so as
to authorize other or additional classes of shares (including
preferential shares), to increase or decrease the number of
shares of any class now or hereafter authorized, to establish,
limit or deny to shareholders of any class the right to
purchase or subscribe for any shares of stock of the
corporation of any class, whether now or hereafter authorized
or whether issued for cash, property or services or as a
dividend or otherwise, or to purchase or subscribe for any
obligations, bonds, notes, debentures, or securities or stock
convertible into shares of stock of the corporation or
carrying or evidencing any right to purchase shares of stock
of any class, and to vary the preferences, priorities, special
powers, qualifications, limitations, restrictions and the
special or relative rights or other characteristics in respect
of the shares of each class, and to accept and avail itself
of, or subject itself to, the provisions of any statutes of
Missouri hereafter enacted pertaining to general and business
corporations, to exercise all the rights, powers and
privileges conferred upon corporations organized thereunder or
accepting the provisions thereof and to assume the obligations
and duties imposed therein, upon the affirmative vote of the
holders of a majority of the shares of stock entitled to vote
thereon, or, in the event the laws of Missouri require a
separate vote by classes of shares, upon the affirmative vote
of the holders of a majority of the shares of each class whose
separate vote is required thereon; provided, however, that
none of the provisions of the ARTICLE XI or ARTICLE III or
ARTICLE X may be amended or repealed nor may any provision be
added to these Articles of Incorporation that would be
inconsistent with any provision of this ARTICLE XI or ARTICLE
III or ARTICLE X hereof or by the By-Laws of the corporation,
unless such amendment, repeal or additional provision shall be
approved by the affirmative vote, at any annual or special
meeting of the shareholders, of the holders of at least
two-thirds of the outstanding shares of the corporation
entitled to vote thereon.

         IN WITNESS WHEREOF, these Articles of Incorporation
have been signed this _____ day of_______________, 19___.


 
______________________________


 
______________________________


 
______________________________




STATE OF MISSOURI   )
                                       )
COUNTY OF JACKSON)

         I, ____________________, a Notary Public, do hereby
certify that on this ____ day of ________________, 19___,
personally appeared before me ____________________,
____________________ and _____________________ who being by me
first duly sworn, declared that they are the persons who
signed the foregoing document as incorporators, and that the
statements therein contained are true.

 
______________________________
 
Notary Public


My commission expires:

___________________
<PAGE>
EXHIBIT 4.2 
                  UMB FINANCIAL CORPORATION

                            BY-LAWS

               (As amended through July 30, 1996)

                           ARTICLE I

                      Location of Offices

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

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

                           ARTICLE II

                    Meetings of Stockholders

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

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

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

Section 4.  Waiver of Notice.  Any stockholder may waive
notice of any meeting of the stockholders, by a writing signed
by him, or by his duly authorized attorney, either before or
after the time of such meeting.  A copy of such waiver shall
be entered in the minutes, and shall be deemed to be the
notice required by law or by these By-Laws.  Any stockholder
present in person, or represented by proxy, at any meeting of
the stockholders shall be deemed to have thereby waived notice
of such meeting except where such attendance is for the
express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or
convened.
<PAGE>
Section 5.  Actions Without a Meeting.  Any action which is
required to be taken, or may be taken, at a meeting of
stockholders may be taken without a meeting if consents in
writing, setting forth the action so taken, shall be signed by
all of the stockholders entitled to vote with respect to the
subject matter thereof.  Such consents shall have the same
force and effect as a unanimous vote of the stockholders at a
meeting duly held, and may be stated as such in any
certificate or document filed under the provisions of Chapter
351 of the Revised Statutes of Missouri, 1959, as amended.
The Secretary shall file such consents in the minute book of
the Corporation.

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

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

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

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

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

Section 11.  Proxies.  Every proxy must be in writing, signed
by the stockholder himself, or by his duly authorized
attorney, or by his legal representative, and must be filed
with the Secretary of the Corporation at or before the roll
call of the meeting at which the same is to be used, and
unless so signed and filed it cannot be used at such meeting.
Any proxy may be revoked at the pleasure of the person
executing it, by a writing similarly signed and filed, unless
such person shall have specified therein that it is
irrevocable.  No proxy shall be valid after the expiration of
eleven (11) months from its date, unless the person executing
it shall have specified therein the length of time for which
such proxy is to continue in force.  In the event that such
instrument in writing shall designate two or more persons to
act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one,
shall have and may exercise all of the powers conferred by
such written instrument upon all of the persons so designated,
unless the instrument shall otherwise provide.
<PAGE>
                          ARTICLE III

                           Directors

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

Section 2.  Directors - Number; Classes.  Unless the Articles
of Incorporation shall require a different number, the number
of directors to constitute the Board of Directors shall be
twenty-eight (28).  Commencing with the annual meeting of
shareholders in 1979, the Board of Directors shall be divided
into three classes, Class I, Class II, and Class III, as
nearly equal in number as possible.  At the annual meeting of
shareholders in 1979, directors of the first class (Class I)
shall be elected to hold office for a term expiring at the
next succeeding annual meeting of shareholders, directors of
the second class (Class II) shall be elected to hold office
for a term expiring at the second succeeding annual meeting of
shareholders, and directors of the third class (Class III)
shall be elected to hold office for a term expiring at the
third succeeding annual meeting of shareholders.  At each
annual meeting of shareholders, subsequent to the annual
meeting of shareholders in 1979, the successors to the class
of directors whose term shall then expire shall be elected to
hold office for a term expiring at the third succeeding annual
meeting.  Any increase or decrease in the authorized number of
directors shall be apportioned among the classes so as to make
all classes as nearly equal in number as possible.  No
decrease in the authorized number of directors shall shorten
the term of any incumbent director.  If it shall happen at any
time that the election of directors shall not be held on the
day designated by the By-Laws of the Corporation, such
election may be held on any other day at a special meeting of
the shareholders called and held for that purpose.

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

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

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

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

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

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

Section 9.  Quorum.  A majority of the Board of Directors of
the Corporation, at a meeting duly assembled, shall be
necessary to constitute a quorum for the transaction of
business, and the act of a majority of the directors present
at a meeting at which a quorum is present shall be the act of
the Board of Directors, except where otherwise provided by law
or by the By-Laws of the Corporation.
<PAGE>
Section 10.  Adjournment.  If at any meeting of the Board of
Directors a quorum shall fail to attend, a majority of the
directors present at the time and place appointed for such
meeting may adjourn the meeting from time to time to any date
until the next regular meeting, without notice other than
verbal announcement at the meeting and adjournments thereof,
until a quorum shall attend.  Likewise, any meeting of
directors at which a quorum is present may also be adjourned,
in like manner and on like notice, for such time or upon such
call as may be determined by vote of a majority of the
directors there present.  At any adjournment of any such
meeting at which a quorum shall be present, any business may
be transacted which might have been transacted at the meeting
as originally called.

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

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

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

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

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

                           ARTICLE IV

                           Committees

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

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

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

                            Officers

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

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

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

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

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

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

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

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

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

                      Agents and Attorneys

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

<PAGE>
                          ARTICLE VII

               Certificate of Stock and Transfers

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

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

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

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

Section 5.  Registered Stockholders.  The Corporation shall be
entitled to treat the registered holder of any share or shares
of stock whose name appears on its books as the owner or
holder thereof as the absolute owner of all legal and
equitable interest therein for all purposes and (except as may
be otherwise provided by law) shall not be bound to recognize
any equitable or other claim to or interest in such shares of
stock on the part of any other person, regardless of whether
or not it shall have actual or implied notice of such claim or
interest.
Section 6.  Closing of Stock Transfer Books - Fixing Record 
Date.  The Board of Directors shall have power to close the
stock transfer books of the Corporation for a period not
exceeding fifty (50) days preceding the date of any meeting of
stockholders, or the date for payment of any dividend, or the
date for the allotment of rights, or the date when any change,
conversion or exchange of capital stock shall go into effect;
provided, however, that in lieu of closing the stock transfer
books as aforesaid, the Board of Directors may fix in advance
a date, not exceeding fifty (50) days preceding the date of
any meeting of stockholders, or the date for the payment of
any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital
stock shall go into effect, as a record date for the
determination of the stockholders entitled to notice of, and
to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any
such allotment of rights, or to exercise the rights in respect
of any such change, conversion or exchange of capital stock,
and in such case such stockholders and only such stockholders
as shall be stockholders of record on the date so fixed shall
be entitled to notice of, and to vote at, such meeting, and
any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.  If the Board of
Directors shall not have closed the transfer books or set a
record date for the determination of its stockholders entitled
to vote as herein provided, the date on which notice of the
meeting is mailed or the date such dividend is declared or
other right announced, as the case may be, shall be the record
date for such determination of stockholders so entitled to
participate.
<PAGE>

                          ARTICLE VIII

                              Seal

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

                           ARTICLE IX

                    Miscellaneous Provisions

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

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

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

Section 4.  Indemnification of Directors and Officers.
1.  Any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a
director, officer or employee of the Corporation, or is or was
serving at the request of the Corporation as a director,
officer or employee of another corporation, partnership, joint
venture, trust or other enterprise (which shall be deemed to
include any employee benefit plan of the Corporation or any
other corporation) may be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid
in settlement (which shall include any excise taxes assessed
against a person with respect to an employee benefit plan)
actually and reasonably incurred by him in connection with
such action, suit or proceeding so long as the results of an
investigation of the matter as described in Section 4 includes
a finding that he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the Corporation or the participants or
beneficiaries of any employee benefit plan, and, with respect
to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful, provided, however, that
in an action by or in the right of the Corporation no
indemnification shall be made in respect of any judgments,
fines and amounts paid in settlement and provided further that
in such an action there shall be no indemnification for any
claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the
performance of his duty to the Corporation unless and only to
the extent that a court of competent jurisdiction so orders.

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

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

4.  Except as provided in Section 3, indemnification of anyone
under Section 1, unless ordered by a court, shall be made by
the Corporation only as authorized in each case upon a
determination that it is proper because the director, officer
or employee has met the applicable standard of conduct set
forth.  Such a determination shall be made by the Board of
Directors by a majority vote of a quorum consisting of
directors who were not parties to the action, suit or
proceeding, or if such a quorum is not obtainable, or even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or by the
shareholders.

5.  Notwithstanding anything herein to the contrary, no
director, officer or employee shall be indemnified against any
expenses, penalties or other payments incurred in an
administrative proceeding or action instituted by an
appropriate bank regulatory agency which proceeding or action
results in a final order assessing civil money penalties or
requiring affirmative action by an individual or individuals
in the form of payments to the bank.

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

7.  The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer or
employee of the Corporation or is or was serving at the
request of the Corporation as a director, officer or employee
of another corporation, partnership, joint venture, trust or
other enterprise against any liability for which it may
indemnify such people under the terms of this Article.
<PAGE>
8.  The indemnification provided for directors, officers or
employees of the Corporation shall not be deemed exclusive of
any other rights to which those officers, directors or
employees may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors or otherwise, both as
to actions in his or her official capacity and as to actions
in another capacity while holding such office, and shall
continue as to any person who has ceased to be a director,
officer or employee of the Corporation and shall inure to the
benefit of his or her heirs, executors and administrators.

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


<PAGE>





I, David D. Miller, Corporate Secretary of UMB Financial
Corporation, hereby certify that the foregoing is a true and
complete copy of the Company's By-Laws as amended through
January 19, 1995 and that there have been no amendments since
that date


 
______________________________
 
David D. Miller, Corporate Secretary


______________________
Date

<PAGE>
                         CERTIFICATION

                     ARTICLE IX, SECTION 4

           OF THE BYLAWS OF UMB FINANCIAL CORPORATION

           INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 4.  Indemnification of Directors and Officers.
1.  Any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a
director, officer or employee of the Corporation, or is or was
serving at the request of the Corporation as a director,
officer or employee of another corporation, partnership, joint
venture, trust or other enterprise (which shall be deemed to
include any employee benefit plan of the Corporation or any
other corporation) may be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid
in settlement (which shall include any excise taxes assessed
against a person with respect to an employee benefit plan)
actually and reasonably incurred by him in connection with
such action, suit or proceeding so long as the results of an
investigation of the matter as described in Section 4 includes
a finding that he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the Corporation or the participants or
beneficiaries of any employee benefit plan, and, with respect
to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful, provided, however, that
in an action by or in the right of the Corporation no
indemnification shall be made in respect of any judgments,
fines and amounts paid in settlement and provided further that
in such an action there shall be no indemnification for any
claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the
performance of his duty to the Corporation unless and only to
the extent that a court of competent jurisdiction so orders.

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

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

4.  Except as provided in Section 3, indemnification of anyone
under Section 1, unless ordered by a court, shall be made by
the Corporation only as authorized in each case upon a
determination that it is proper because the director, officer
or employee has met the applicable standard of conduct set
forth.  Such a determination shall be made by the Board of
Directors by a majority vote of a quorum consisting of
directors who were not parties to the action, suit or
proceeding, or if such a quorum is not obtainable, or even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or by the
shareholders.

5.  Notwithstanding anything herein to the contrary, no
director, officer or employee shall be indemnified against any
expenses, penalties or other payments incurred in an
administrative proceeding or action instituted by an
appropriate bank regulatory agency which proceeding or action
results in a final order assessing civil money penalties or
requiring affirmative action by an individual or individuals
in the form of payments to the bank.

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

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

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



I, David D. Miller, Corporate Secretary of UMB Financial
Corporation, hereby certify that the foregoing is an excerpt
from the Company's Bylaws as of the date shown below.


 
______________________________
 
David D. Miller, Corporate Secretary


____________________
Date

<PAGE>
EXHIBIT 4.4
                 UNITED MISSOURI PROFIT SHARING AND SAVINGS PLAN


                                   ARTICLE ONE
                          NAME, PURPOSE AND DEFINITIONS


A.       Name.  The  name  of the  Plan  shall  be UMB  Profit
Sharing and 401(k) Savings Plan.

B.       Purpose.  The  purpose  of this  Plan  is to  provide
for the sharing of a portion of the  Employers'  annual  profits with  Employees
who  are  participants  hereunder;  further,  to  provide  a means  whereby  the
Employers  may make  periodic and recurring  contributions  to a profit  sharing
trust,  qualified  under  section  401 of the  Internal  Revenue  Code,  for the
exclusive  benefit of such  participants,  with  distributions to be made out of
the  trust to such  participants  at the time of their  retirement,  or of their
earlier  separation  from the service of the Employers,  all as hereinafter  set
out.

C.       Definitions.

1.  "Active  Participant"  means in general an Employee  who has  qualified  for
participation  and is  participating in the Plan in accordance with Article Two;
and as of an Annual  Valuation Date for purposes of sharing in the allocation of
Employer  contributions  the term  means an Active  Participant  who  remains an
Employee on such Annual Valuation Date and who has within the Plan Year in which
such Annual Valuation Date occurs completed at least 1,000 Hours of Service.

2.  "Affiliate"  means any subsidiary of UMB and any subsidiary of an Affiliate.
For this  purpose  "subsidiary"  means a  corporation  50% or more of the voting
stock which is owned by UMB or by one or more  Affiliates or by any  combination
thereof.

3. "Anniversary Date" means an anniversary of the effective date of the Plan.

4. "Code" means the Internal Revenue Code of 1986, as amended from time to time.

<PAGE>


5. "Compensation" shall mean a Participant's  wages,  salaries and other amounts
received for services  actually  rendered in the course of  employment  with the
employer  and shall  include all  overtime  payments,  production  and  accuracy
bonuses to proof machine operators,  amounts redirected  pursuant to a cafeteria
plan  under  Section  125 of the code,  amounts  deferred  pursuant  to a salary
deferral  agreement  in  accordance  with Section  401(k) of the Code,  and with
respect  to  any   participant   who,  in  accordance  with  the  terms  of  the
participant's  employment arrangement customarily receives a substantial portion
of the  participant's  earnings in the form of a special bonuses or commissions,
all such special bonuses or commissions; but shall not include:

(a)  Incentive  payments,   merit  payments,   bonuses,   commissions  or  other
extraordinary earnings except as expressly hereinabove provided;

(b)  Employer  contributions  to this  plan or any other  compensation  which is
includible  in the  Employee's  gross  income  for the  taxable  year  in  which
contributed or Employer  contributions  under a simplified employee pension plan
to the extent such  contributions  are  deductible  by the Employee or any other
contributions  from  a  plan  of  deferred  compensation,  except  as  expressly
hereinabove provided;

(c) Amounts realized from the exercise of a non-qualified  stock option, or when
restricted  stock (or  property)  held by the  Employee  either  becomes  freely
transferable or is no longer subject to a substantial risk of forfeiture;

(d)  Amounts  realized  from the sale,  exchange or other  disposition  of stock
acquired under a qualified stock option; and

(e) Other amounts which received special tax benefits.

In addition to other applicable  limitations which may be set forth in this plan
and  notwithstanding  any other  contrary  provisions of the plan,  compensation
taken  into  account  under the Plan  shall not exceed  $200,000,  adjusted  for
changes  in the cost of living as  provided  in section  415(d) of the  Internal
Revenue  Code,  for the  purpose of  calculating  a plan  participant's  accrued
benefit  (including the right to any optional  benefit  provided under the plan)
for any plan year  commencing  after  December  31, 1988.  However,  the accrued
benefit  determined in accordance with this provision shall not be less than the
accrued  benefit  determined on the first day of the plan year beginning in 1989
without regard to this provision.

Notwithstanding  the  preceding   sentence,   the  accrued  benefit  of  a  plan
participant who is a highly compensated employee,  within the meaning of section
414(q) of the Code,  is reduced to the extent a benefit has accrued with respect
to compensation in excess of $200,000 during the 1989 plan year before the later
of the adoption or effective date of this provision.

<PAGE>
For purposes of applying the  limitations  of Article Five,  Compensation  for a
Plan Year is the Compensation actually paid or includible in gross income during
such year.

In  addition  to any  other  applicable  limitations  set  forth in the Plan and
notwithstanding any other provision of the Plan to the contrary,  for Plan Years
beginning on or after January 1, 1994, the annual  Compensation of each Employee
taken  into  account  under  this Plan  shall  not  exceed  the OBRA '93  annual
compensation  limit.  The OBRA '93 annual  compensation  limit is  $150,000,  as
adjusted by the  Commissioner  of Internal  Revenue for increases in the cost of
living in accordance with Section  401(a)(17)(b)  of Internal  Revenue Code. The
cost of living  adjustment  in effect for a calendar year applies to any period,
not exceeding 12 months,  over which  Compensation is determined  (determination
period  beginning in such calendar year). If a determination  period consists of
fewer than 12 months, the OBRA '93 annual  compensation limit will be multiplied
by a  fraction,  the  numerator  of  which  is  the  number  of  months  in  the
determination period and the denominator of which is 12.

For Plan Years beginning on or after January 1, 1994, any reference in this Plan
to the limitation  under Section  401(a)(17) of the Code shall mean the OBRA '93
annual compensation limit set forth in this provision.

If  Compensation  for any prior  determination  period is taken into  account in
determining  an  Employee's  benefits  accruing  in the current  plan year,  the
Compensation  for that  prior  determination  period is  subject to the OBRA '93
annual  compensation  limit in effect for that prior  determination  period. For
this purpose,  for  determination  periods beginning before the first day of the
plan  year  beginning  on  or  after  January  1,  1994,  the  OBRA  '93  annual
compensation limit is $150,000.

6. "Disability  Retirement Date" means the date as of which the participant,  on
the basis of medical or other competent evidence,  is found to be incapable,  by
reason of any apparently permanent mental or physical impairment,  of performing
his regular  duties with his  Employer,  provided that such  impairment  was not
caused by an intentional  self-inflected injury or self-induced  sickness, or by
engagement in an unlawful act.

7. "Early  Retirement  Date" means the date of attainment of age  fifty-five and
completion  of twenty or more  years of  service in the employ of one or more of
the Employers.


<PAGE>
A. "Elective Deferrals" means any Employer  contribution made to the Plan at the
election  of the  Participant  in lieu of cash  compensation  and shall  include
contributions  made pursuant to a salary deferral agreement under Article Four A
entered into between the Employer and  Participant or other deferral  mechanism.
With respect to any taxable year, a  Participant's  Elective  Deferrals shall be
the sum of all  Employer  contributions  made  on  behalf  of  such  Participant
pursuant  to  an  election  to  defer  under  any  qualified  cash  or  deferred
arrangement  as described  under in Section  401(k) of the Code,  any simplified
employee   pension  cash  or  deferred   arrangement  as  described  in  Section
402(h)(1)(B)  of the Code, any eligible  compensation  plan under Section 457 of
the Code,  any Plan as described  under Section  501(c)(18) of the Code, and any
Employer  contributions  made on behalf of a Participant  for the purchase of an
annuity  contract under Section 403(b) of the Code pursuant to a salary deferral
agreement.

8. "Employee"  means any person  employed by any of the Employers.  Officers and
directors who are Employees of the Employers shall be eligible to participate in
this Plan on the same basis as other Employees.

9.  "Employer" and "Employers"  means UMB and each and all of the  Participating
Affiliates. The phrase Aservice in the employ of the Employers",  "Employment by
the Employers", "compensation by the Employers" and similar phrases, whether the
singular  "Employer" or the plural "Employers" is used, shall be deemed to refer
to the employment or Compensation, as the case may be, by any one or more of the
Employers,  so that a transfer or successive  transfers of  employment  from one
Employer to another  (without a break in continuous  service with one or more of
the  Employers)   shall  not  result  in  a  termination  of   participation  or
interruption of service of a Participant or Employee for purposes of this Plan.

10. "Entry Date" means January 1 and July 1 of each year.

11.  "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended from time to time.

12.  "First  Date of  Employment"  means  the  first  date on which an  Employee
completes  an Hour  of  Service.  If a  person  who  has  not  met  the  service
requirements  for  participation  ceases to be an Employee and incurs a One-Year
Break in Service during an eligibility  computation  period, then his First Date
of  Employment  shall be the first day after he again  becomes an  Employee  for
which he has an Hour of Service.  An eligibility  computation period is a period
of  twelve  consecutive  months  commencing  on the  Employee's  First  Date  of
Employment or any anniversary thereof.


<PAGE>
13. "Highly  Compensated  Employee" means "highly  compensated active employees"
and Ahighly compensated former employees."

A "highly  compensated  active  employee"  includes  any  Employee  who performs
service  for the  Employer  during the  determination  year and who,  during the
look-back year: (a) received compensation from the Employer in excess of $75,000
(as adjusted pursuant to Section 415(d) of the code); (b) received  compensation
from the Employer in excess of $50,000 (as adjusted  pursuant to Section  415(d)
of the Code) and was a member of the top-paid group for such year; or (c) was an
officer of the  Employer  and  received  compensation  during  such year that is
greater  than 50  percent  of the  dollar  limitation  in effect  under  Section
415(b)(1)(A) of the Code. The term "highly compensated  employee" also includes:
(1)  Employees  who are both  described  in the  preceding  sentence if the term
"determination  year" is  substituted  for the  term  "look-back  year"  and the
Employee is one of the 100 Employees who received the most compensation from the
Employer  during the  determination  year;  and (2)  Employees who are 5 percent
owners at any time during the look-back year or determination year.

If no officer has satisfied  the  compensation  requirement  of (c) above during
either a determination year or look-back year, the highest paid officer for such
year shall be treated as a highly compensation employee.

For this purpose,  the determination  year shall be the Plan Year. The look-back
year shall be the 12-month period immediately preceding the determination year.

A "highly  compensated  former  employee" for a determination  year includes any
Employee who separated from service (or was deemed to have  separated)  prior to
the determination  year, and was a highly compensated active employee for either
the separation year or any determination  year ending on or after the Employee's
55th birthday.


<PAGE>
If an Employee  is,  during a  determination  year or  look-back  year, a family
member of either a five percent  owner who is an active of former  Employee or a
Highly  Compensated  Employee  who is one of  the  10  most  Highly  Compensated
Employees  ranked on the basis of compensation  paid by the Employer during such
year,  then the  family  member  and the five  percent  owner of  top-10  Highly
compensated  Employee shall be  aggregated.  In such case, the family member and
five percent owner or top-10 Highly  Compensated  Employee shall be treated as a
single Employee receiving  compensation and Plan contributions or benefits equal
to the sum of such  compensation  and  contributions  or  benefits of the family
member  and five  percent  owner or  top-10  Highly  Compensated  Employee.  For
purposes of this Section,  family member includes the spouse,  lineal ascendants
and  descendants  of the Employee or former  Employee and spouses of such lineal
ascendants and descendants.

The  determination  of who  is a  Highly  Compensated  Employee,  including  the
determinations  of the number and identity of  Employees in the top-paid  group,
the top 100  Employees,  the number of  Employees  treated as  officers  and the
compensation that is considered,  will be made in accordance with Section 414(g)
of the code and the regulations thereunder.

All  Employees  who are not Highly  Compensated  Employees  shall be  "Nonhighly
Compensated Employees."

14. "Hour of Service"  means an Hour of Service as defined in subparts  (a), (b)
and (c) below.

(a) An Hour of  Service  is each  hour for  which an  Employee  is  directly  or
indirectly  paid or entitled to payment by the Employer for the  performance  of
duties during the applicable  computation period.  These hours shall be credited
to the Employee for the  computation  period or periods in which the duties were
performed.

(b) An Hour of  Service  is each  hour  for  which  back  pay,  irrespective  of
mitigation  of damages,  has been either  awarded or agreed to by the  Employer.
These  hours shall be credited to the  Employee  for the  computation  period or
periods to which the award or  agreement  pertains  rather than the  computation
period in which the award,  agreement  or payment  is made.  Hours  shall not be
credited under both subparts.

(c) An Hour of  Service  is, in  addition  to Hours of  Service  as  defined  in
subparts  (a) and (b) above,  each hour for which an  Employee  is  directly  or
indirectly  paid,  or entitled to payment,  by the Employer for reasons (such as
vacation,  sickness  or  disability)  other than for the  performance  of duties
during the  applicable  computation  period.  For  purposes of this subpart (c),
irrespective of whether these hours have accrued in other  computation  periods,
these hours shall be counted in the  computation  period in which either payment
is actually  made or amounts  payable to the Employee  come due. For purposes of
this  Part,  Hours of Service  shall be  determined  by  dividing  the  payments
received or due for reasons other than the  performance  of duties by the lesser
of (i) the Employee's most recent hourly rate of Compensation for performance of
duties  or (ii) the  Employee's  average  hourly  rate of  Compensation  for the
performance  of  duties  for the most  recent  computation  period  in which the
Employee completed more than 500 Hours of Service.

15. "Normal Retirement Date" means the date of attainment of age sixty-five.

16.  "One-Year Break in Service" means a Plan Year during which the Employee has
not  completed  more than 500 Hours of Service.  Notwithstanding  the  preceding
sentence,  an Employee shall incur no One-Year Break in Service in such a period
if his failure to complete  more than 500 Hours of Service  during the Plan Year
occurred because of an  Employer-approved  leave of absence or due to any of the
causes described below:

(a) pregnancy of the Employee;

(b) the birth of a child of the Employee;

(c) the placement of a child with the adoption of such child by such individual;
or

(d) the care of such child for a period  beginning  immediately  following  such
birth or placement, provided however, the total number of hours treated as Hours
of Service for all causes  enumerated  under clauses (a) through (d) above shall
not exceed 501, and provided further,  that such hours shall be treated as Hours
of Service only in the Plan Year in which the absence from  service  begins,  if
such treatment  prevents the Employee from incurring a One-Year Break in Service
in such Plan Year.  In any other  case such  hours  shall be treated as Hours of
Service (but only to the extent required to prevent a One-Year Break in Service)
in the  immediately  following  Plan  Year.  The  Administrative  Committee  may
establish  procedures  for use by an Employee to furnish  timely  information to
establish  that the  absence as a valid  maternity  or  paternity  leave and the
number of days of this absence.  If such procedures are  established,  no credit
will be given for Hours of Service in  connection  with a maternity or paternity
leave unless those procedures are followed.

16A. "Participant" shall mean an Employee who is eligible to participate, and is
participating in the Plan.

17. "Participating Affiliate" means an Affiliate;  provided however, that except
as  otherwise  herein  expressly  provided,  an  existing  corporation  which is
acquired  by UMB shall  not be  considered  a  Participating  Affiliate  for any
purpose of the plan prior to the date on which it becomes an Affiliate  and that
a newly incorporated Affiliate shall not be considered a Participating Affiliate
for any  purposes  of the Plan prior to the  earlier of (i) the date on which it
commenced  business  or (ii)  the  date  in  which  it  first  paid  or  accrued
Compensation to one or more officers or employees.

18.  "Plan"  means  the  Plan  named  in this  Article,  originally  established
effective January 1, 1961, as the same has been an may hereafter be amended from
time to time.

<PAGE>
9.  "Plan Year" means the  calendar  year,  and "Year" means a Plan Year unless
otherwise  clearly  indicated.  The term "Plan Year" shall also have the meaning
"Limitation  Year" when applied to  limitations  relating to the  allocation  of
"Annual  Additions" as expressed in Article Five of the Plan,  and wherever else
such application may be required to satisfy any requirement of the Code.

20. "UMB" means UMB Financial Corporation, a Missouri corporation.

21.  "Valuation  Date"  means the last  business  day of each month in each Plan
Year, and "Annual Valuation Date" means the last business day of each Plan Year.

22. "Year of Service" means a period of twelve  consecutive  months during which
the  Employee  has  completed  at least 1,000 Hours of Service.  For purposes of
Article Two, regarding  eligibility,  the twelve month period shall begin on the
Employee's First Date of Employment or any anniversary  thereof. For purposes of
Article Nine, regarding benefits and forfeitures,  the twelve month period shall
be the calendar year.

                                   ARTICLE TWO
              EFFECTIVE DATE OF PLAN ELIGIBILITY AND PARTICIPATION

A. The Plan was  originally  effective from January 1, 1961, and the Plan in the
form  amended  and  restated  herein  shall be  effective,  except as  otherwise
expressly herein provided, as of January 1, 1989.

B. Each Employee who was a participant  on December 31, 1988,  shall continue to
participate as of January 1, 1989, if he was an Employee on that date.

C. Each  Employee  who was not a  Participant  on  December  31,  1988  shall be
eligible for participation under this Plan as of the first Entry Date concurrent
with or next following the date the Employee completes one Year of Service,  but
only if the Employee is an Employee on that Entry Date. However, for purposes of
eligibility  for making  Elective  Deferrals  under  Article Four A, an Employee
shall be eligible for participation  under this Plan, for the purposes of making
Elective Deferrals only, as of the first Entry Date concurrent or next following
the date the Employee  commences  employment with the Employer provided that the
Employee is employed on the Entry Date and is regularly  scheduled to perform 20
or more hours of service for the Employer per week.


<PAGE>
D. A former  participant  shall again become a participant  immediately upon his
return  to  the  employ  of  the  Employer  if  such  former  participant  had a
nonforfeitable  right to all or a portion of the Class 1 units  credited  to his
account at the time of his termination.

E. A reemployed  former  participant who did not have a nonforfeitable  right to
any  portion  of the Class 1 units  credited  to his  account at the time of his
termination shall be considered a new Employee, for eligibility purposes, if the
number of consecutive One-Year Breaks in Service equals or exceeds the aggregate
number of Years of Service before such Break. If such former participant's Years
of Service  before his  termination  exceed the number of  consecutive  One-Year
Breaks in Service  after such  termination,  such  reemployed  individual  shall
resume participation immediately upon his reemployment.

F. An Employee of a  Participating  Affiliate  which  became an  Affiliate on or
after January 1, 1983, shall be credited with service performed for the Employer
during any period of time before the Employer became a Participating  Affiliate,
but only for the following purposes, and to the following extent:

1.  For  the  determination  of  eligibility  for  participation   hereunder  in
accordance with Part C of this Article Two;

2. For  satisfaction  of the  twenty  Years of  Service  requirement  for  Early
Retirement.

3. For the  determination of Years of Service for vesting of Class 6 units, such
service shall not be taken into account in the determination of Years of Service
for vesting of Class 1 units,  nor for any other  purpose not  specified in this
Article Two.

                                  ARTICLE THREE
                         AMOUNT OF PROFITS TO BE SHARED

A. Profit Sharing Formula. Each Plan Year, the total amount of annual profits to
be shared by the Employers with  participants  shall be an amount  determined as
follows:

1. If Consolidated Net Income for the year (as herein defined) equals or is less
than eight percent of Shareholders'  Equity (as herein defined),  there shall be
no obligation to share profits for such year. If Consolidated Net Income exceeds
eight percent of Shareholders' Equity, then determine the lesser of:

(a) The maximum amount which in the year could be paid or contributed  hereunder
out of profits without  reducing  Consolidated Net Income (after such payment of
contribution) below eight percent of Shareholders' Equity; and


<PAGE>
(b) Eight percent of Consolidated Net Income.

plus any amount that may be determined by the Board of Directors of UMB pursuant
to any goal achievement program established by the Board of Directors of UMB.

2.  Subject  to the  provisions  of  Paragraph  3 of this  Section A and also to
adjustment  as may be required by the  provisions  of Section C of this Article,
the amount  determined  above shall be the amount of profits to be  allocated to
the participant under this Plan and the ESOP of UMB as hereinafter provided.

3.  Notwithstanding the profit share determination  formula set forth above, the
Board of Directors of UMB may in its discretion, by action taken by it or on its
behalf by its Executive Committee,  determine that the amount to be allocated to
the Plan  Participants  for the year shall be an amount less or greater than the
amount calculated as provided above in this Article.  The total amount of annual
profits to be shared by the Employers  with  Participants  shall be  apportioned
between  the Plan and the ESOP of UMB in the  ratio  determined  by the Board of
Directors of UMB;  provided,  however,  that the amount contributed to this Plan
with respect to any plan year shall be no less than one-fifth  (1/5) and no more
than  four-fifths  (4/5) of the total amount so  determined  unless the Board of
Directors of UMB in its discretion  determines that different maximum or minimum
fractions be utilized including the minimum fraction of zero.

B. Formal  Definitions.  For the purpose of applying  the formula set out in the
foregoing  Part A of this Article,  with respect to a particular  Plan Year, the
following terms are defined as herein provided:

1.  "Shareholders'  Equity" means the sum of (a) Shareholders'  Equity of United
Missouri  (including capital stock,  surplus and retained earnings but excluding
treasury  stock at cost) and (b)  one-half of the amount of the reserve for loan
losses, all as shown by its consolidated statement of condition as of the end of
the preceding Plan year, adjusted, however, to give effect to the inclusion of a
Participating  Affiliate  which  became  an  Affiliate  after  the  end of  such
preceding year and on or before January 31 of the current Plan Year.

<PAGE>

2.  "Consolidated  Net Income"  means the net income of United  Missouri and its
Participating  Affiliates  (but including also with respect to a particular Plan
year the net income of any other Affiliate  acquired at any time in such year by
the  application  or  investment  of cash or by an exchange  of stock  involving
treasury stock of the acquiring  company,  with  appropriate  adjustments  where
applicable),  determined  on a  consolidated  basis as of the end of the current
Plan Year,  but before  provision for profit sharing with respect to the current
Plan Year.

C.  Computation of Formula Amount.  The amount resulting from the application of
the  formula  set  out in  this  Article  shall  be  computed  each  year by the
Comptroller (or other officer  performing similar functions) of United Missouri.
Such computation for a Plan Year shall be made as soon as reasonably possible in
the succeeding  year, on the basis of information  then available and reasonable
estimates may be used as to the amount of any items not then exactly determined.
The  computation  thus made shall be final,  except that in applying the formula
with respect to a particular  Plan year the amount computed shall be adjusted to
give effect to the net of any error or errors made with respect to the preceding
year which  affected the amount of profit  sharing  allocated for such preceding
year,  whether  such  error or  errors  resulted  from the use of  estimates  or
otherwise.

D.  Elective  Deferrals  and Matching  Contributions.  Any  contribution  amount
determined  under  this  Article  shall  be in  addition  to  any  contributions
determined  under  Article  Four A regarding  elective  deferrals or Article Six
regarding matching contributions.

                                  ARTICLE FOUR
                    ALLOCATIONS OF PROFIT AMONG PARTICIPANTS

Promptly after the total amount of Employers'  profits to be shared for any Plan
Year is  determined  in accordance  with Article  Three the  percentage  thereof
apportioned  to this Plan  shall be  allocated  by the method  provided  in this
Article Four among:

1. The Active  Participants who remain in the employ of the Employers at the end
of such Plan Year and who are  entitled  to share  therein as defined in Article
Two; and


<PAGE>
2. Former  participants  who within such Plan Year have terminated  service with
the Employers by reason of  retirement,  death or disability in accordance  with
Article  Nine.  The  allocation  shall  be made on the  basis of the  amount  of
Compensation paid each such Active  Participant or Former  Participant by his or
her  Employer  or  Employers  during  the Plan  Year with  respect  to which the
allocation  is to be made;  provided,  however,  that for the  purposes  of this
Article Four, in the event any Participant  commences  participation (or resumes
participation)  on any date other than January 1st,  compensation  in his or her
case, shall be limited to that  Compensation  paid during the Plan year from and
after the date his or her  participation  commences.  Additionally,  should  any
Active Participant or Former Participant receive an allocation of a contribution
made by an Affiliate to one or more qualified plans maintained by that Affiliate
and not by United Missouri Bancshares,  Inc. for any period for which the Active
Participant  or  Former   Participant  is  also  a  Participant  in  this  Plan,
Compensation for purposes of this Plan shall not include any Compensation  which
was taken into account and used as a basis for allocating the contribution  made
by an Affiliate  to one or more  qualified  retirement  plans  maintained  by an
Affiliate  and not by United  Missouri  Bancshares,  Inc. The previous  sentence
shall not apply if the  contribution  made by an  Affiliate  was required by the
Plan document  governing the qualified plan  maintained by the Affiliate and not
by United  Missouri  Bancshares,  Inc. and was not made at the discretion of the
Affiliate.

                                 ARTICLE FOUR A
                   PAYMENT OF ELECTIVE DEFERRAL CONTRIBUTIONS
                             TO PROFIT SHARING TRUST

A. Payments. For each Plan Year, the Employer shall contribute cash in an amount
equal to the total amount of contributions  agreed to be made to the Plan at the
election  of  Participants,  in lieu of cash  compensation,  pursuant  to salary
deferral  agreements between the Employer and Participants.  These contributions
shall be referred to as Elective Deferrals.  For a given Plan Year, the Employer
shall deposit  Elective  Deferrals to the trust  promptly and, in any event,  no
later than the time  prescribed by law for filing its federal  income tax return
for the year (including  extensions) and no adjustments  affecting the amount of
its consolidated net income made subsequent thereto,  resulting from an audit of
its income tax return or otherwise, shall require a change in the amount of such
contributions for such year. Notwithstanding the foregoing, the deductibility of
such  contributions  or any portion  thereof shall be determined by the Code and
regulations in force at the time applicable to the Employer's return.

Elective  Deferrals  shall  at all  times be fully  vested  and  nonforfeitable.
Elective  Deferrals and income allocable thereto shall not be distributed to the
Participant or the Participant's beneficiary or beneficiaries in accordance with
the  Participant's  or  beneficiary's  or  beneficiaries'  election prior to the
Participant's  separation  from  service,  death  or  disability  except  in the
following circumstances:

1.  Termination  of the  Plan  without  the  establishment  of  another  defined
contribution plan.

<PAGE>
2. The disposition by the Employer to an unrelated  corporation of substantially
all of the assets (within the meaning of Section  403(d)(2) of the Code) used in
a trade or business of the Employer if the Employer  continues to maintain  this
Plan after the  disposition,  but only with  respect to  Employees  who continue
employer with the corporation acquiring such assets.

3. The  disposition  by the Employer to an unrelated  entity of such  Employer's
interest in a subsidiary  (within the meaning of Section  409(d)(3) of the Code)
if the  Employer  continues  to  maintain  this Plan,  but only with  respect to
Employees who continue employment with such subsidiary.

4. Upon the Participant's obtaining age 59 1/2.

5. In the event of  hardship,  subject to the  limitations  set forth in Article
Twelve, Section A, Paragraph 3.

B.  Participant  Salary  Deferral  Agreements.  A  Participant  may enter into a
written salary deferral  agreement with the Employer,  which agreement will then
have application to all future payroll periods  beginning after the January 1 or
July 1 concurrent with or following the date of the agreement,  until revoked or
modified in accordance  with the  provisions  of this section.  The terms of any
such salary  deferral  agreement  shall provide that the  Participant  agrees to
accept a reduction in salary  equal to any stated  amount or  percentage  of the
Participant's  Compensation per payroll period.  Each salary deferral  agreement
shall be further subject to the following provisions:

(1) As of any Entry  Date,  a  Participant  may amend the  Participant's  salary
deferral agreement by notifying the employer in writing of such amendment.  Such
amendment  shall be  effective as of the first day of the first  payroll  period
following the Entry Date.

(2)  Participant  may revoke the  Participant's  salary  deferral  agreement  by
notifying the Employer in writing of such  revocation.  The  revocation  will be
effective as of the first day of the first payroll period  following  receipt by
the Employer of the revocation.

(3) The  Employer  may amend or revoke its salary  deferral  agreement  with any
Participant  at any time if the  Employer  determines  that such  revocation  or
amendment is necessary to ensure that a Participant's  Annual  Additions for any
Plan Year will not exceed the  limitations of Article Five or to ensure that the
discrimination tests of Code Section 401(k) are met for such Plan Year.


<PAGE>
(4)  A  salary  deferral   agreement  will  be  revoked   automatically  upon  a
Participant's  withdrawal  of  amounts  from his  Class 9 units in the  event of
hardship  prior to  termination  of  employment,  pursuant to the  provisions of
Article Twelve.  In the event of subsequent  salary deferral  agreement with the
Employer  prior to the date  which is twelve  months  after the  receipt  by the
Participant of the hardship withdrawal.

(5) A salary deferral  agreement will be revoked  automatically upon termination
of employment of the Participant entering into such agreement,  or upon the loss
of the Participant's eligibility to participate in the Plan. The revocation will
be  effective  as of the first day of the first  payroll  period  following  the
revocation.

(6) Except as provided above, a salary deferral agreement, once made, may not be
amended by the Participant or the Employer.

(7) The  Participant's  total Elective  Deferrals paid to this Trust pursuant to
the Participant's  written salary deferral agreement for any Plan Year shall not
exceed 10% of the Participant's Compensation.

(8) If the salary  deferral  agreement  specifies a percentage  of  compensation
deferred,  the  percentage  may not be less  than  1%.  If the  salary  deferral
agreement specifies a dollar amount deferred,  the dollar amount may not be less
than $5.00.

(9) A salary deferral agreement may not be made retroactively.


<PAGE>
C. No Participant shall be permitted to have Elective  Deferrals made under this
Plan, or any other qualified plan maintained by the Employer, during any taxable
year of the Participant, in excess of the dollar limitation contained in Section
402(g) of the Code in effect at the beginning of such taxable year. In the event
a  Participant  receives a hardship  distribution  from his Class 9 units,  such
Participant  shall not be permitted to have Elective  Deferrals  made under this
Plan, or under any other qualified plan  maintained by the Employer,  during the
taxable year immediately following the taxable year of the hardship distribution
in excess of the dollar  limitation  contained in Section  402(g) of the Code in
effect  at  the  beginning  of  such  taxable  year  less  the  amount  of  such
Participant's   Elective   Deferrals  for  the  taxable  year  of  the  hardship
distribution.

D. In the event that a  Participant's  Elective  Deferrals  for a  Participant's
taxable year exceed the dollar  limitations  under  Section  402(g) of the Code,
such excess shall be referred to as "Excess Elective Deferrals."

A Participant may assign to this Plan any Excess Elective  Deferrals made during
a taxable year by notifying the Plan  Administrator  on or before March 1 of the
following tax year of the amount of the Excess Elective Deferrals to be assigned
to this Plan.

Notwithstanding  any other provision of this Plan,  Excess  Elective  Deferrals,
plus any income or minus any loss  allocable  thereto,  shall be  distributed no
later  than  April  15 to any  Participant  to  whose  account  Excess  Elective
Deferrals  were assigned for the preceding  year and who claims Excess  Elective
Deferrals for such taxable year.

Determination of income or loss: Excess Elective Deferrals shall be adjusted for
any income or loss applicable to Class 9 units for the Plan Year multiplied by a
fraction,  the numerator of which is the Participant's Excess Elective Deferrals
for  the  year  and  the  denominator  is  the  Participant's   account  balance
attributable  to  Elective  Deferrals  without  regard  to any  income  or  loss
occurring  during such taxable  year or such other  method as the Trustee  deems
reasonable.

E. The Actual Deferral  Percentage  (hereinafter "ADP") for Participants who are
Highly Compensated Employees for each Plan Year and the ADP for Participants who
are not Highly Compensated  Employees for the same Plan Year must satisfy one of
the following tests:

(a) The ADP for Participants who are Highly  Compensated  Employees for the Plan
Year shall not exceed the ADP for  Participants  who are not Highly  Compensated
Employees for the same Plan Year multiplied by 1.25; or

(b) The ADP for Participants who are Highly  Compensated  Employees for the Plan
Year shall not exceed the ADP for  Participants  who are not Highly  Compensated
Employees for the same Plan Year  multiplied  by 2.0,  provided that the ADP for
Participants  who are Highly  Compensated  Employees does not exceed the ADP for
Participants  who  are  not  Highly  Compensated  Employees  by  more  than  two
percentage points.


<PAGE>
F.  "Actual  Deferral  Percentage"  (ADP) shall mean,  for a specified  group of
Participants for a Plan Year, the average of the ratios  (calculated  separately
for each  Participant  in such  group) of the amount of  Employer  contributions
actually paid over to the trust on behalf of such  Participant for the Plan Year
to the Participant's compensation for such Plan Year. The Employer may limit the
period taken into account to that portion of the Plan Year in which the Employee
was an eligible Employee,  provided that this limit must be applied uniformly to
all  eligible  Employees  under the plan for a  particular  Plan Year.  Employer
contributions on behalf of any Participant shall include any Elective  Deferrals
made pursuant to the Participant's deferral election,  including Excess Elective
Deferrals.  For purposes of computing Actual Deferral  Percentages,  an Employee
who would be a Participant but for the failure to make Elective  Deferrals shall
be treated as a Participant on whose behalf no Elective Deferrals are made.

G. The ADP for any Participant who is a Highly Compensated Employee for the Plan
Year and who is  eligible to have  Elective  Deferrals  allocated  to his or her
accounts under two or more arrangements  described in Section 401(k) of the Code
that are  maintained  by the Employer  shall be  determined  as if such Elective
Deferrals were made under a single arrangement. If a Highly Compensated Employee
participates  in two or more cash or deferred  arrangements  that have different
Plan  Years,  all cash or deferred  arrangements  ending with or within the same
calendar year shall be treated as a single arrangement.

H. In the event that this Plan  satisfies the  requirements  of Section  401(k),
401(a)(4) or 410(b) of the Code only if aggregated  with one or more other plans
or if one or more other plans satisfy the  requirements  of such sections of the
Code only if the aggregated  with this Plan,  then this Article shall be applied
by  determining  the ADP of  Employees  as if all such plans were a single plan.
Plans may be aggregated in order to satisfy  Section  401(k) of the Code only if
they have the same Plan Year.

I. For purposes of determining the ADP of a Participant who is a 5-percent owner
or one of the ten most highly paid Highly  Compensated  Employees,  the Elective
Deferrals  and  Compensation  of such  Participant  shall  include the  Elective
Deferrals and  Compensation  for the Plan Year of Family  Members (as defined in
Section  414(q)(6)  of the Code.  Family  Members,  with  respect to such Highly
Compensated Employees, shall be disregarded as separate employees in determining
the ADP for both Participants who are not Highly  Compensated  Employees and for
Participants who are Highly Compensated Employees.

J. For purposes of determining the ADP test,  Elective  Deferrals shall be taken
into  account for a Plan Year only if such  contributions  are  allocated to the
Participant as of a date within such Plan Year and are paid over to the Trust no
later than the last day of the twelve-month  period  immediately  following such
Plan Year.

<PAGE>
K. The Employer shall maintain records sufficient to demonstrate satisfaction of
the ADP test.

L. The Employer  shall  perform the ADP test for the Plan Year and at such other
times as it shall  select.  Any  interim  testing  shall be made for  monitoring
purposes only, and shall be based on a  Participant's  rate of  Compensation  in
effect at the time of the test, and corrections  required to be made in order to
reduce the amount in excess of the maximum permissible deferral percentage shall
be made from Compensation to be earned for the remainder of the Plan Year.

M. The  determination  and treatment of the ADP amounts of any Participant shall
satisfy such other  requirements  as may be  prescribed  by the Secretary of the
Treasury.

N. In the  event  that  the  ADP for  Participants  who are  Highly  Compensated
Employees  for the Plan Year  exceeds  the  maximum  ADP  permitted  under  this
section,  then the  excess of the  aggregate  amount of  Employer  contributions
actually  taken into  account  in  computing  the ADP of the Highly  Compensated
Employees  for such  Plan  Year over the  maximum  amount of such  contributions
permitted by the ADP test (determined by reducing  contributions  made on behalf
of the Highly  Compensated  Employees in order of the ADP's  beginning  with the
highest of such percentages) shall be referred to as "Excess Contributions."

O. Notwithstanding any other provisions of this Plan, Excess Contributions, plus
any income or minus any loss  allocable  thereto,  shall be distributed no later
than the last day of each  Plan  Year to  Participants  to whose  accounts  such
Excess  Contributions  were  allocated  for the  preceding  year. If such excess
amounts are  distributed  more than 2-1/2  months after the last day of the Plan
Year in which  such  excess  amounts  arose,  a ten  percent  excise tax will be
imposed on the Employer maintaining the Plan with respect to such amounts.  Such
distributions shall be made to Highly Compensated  Employees on the basis of the
respective portions of the Excess Contributions attributable to Participants who
are subject to the family member  aggregation  rules of Section 414(q)(6) of the
Code in the manner prescribed by the regulations.

P. Excess Contributions shall be treated as Annual Additions under the Plan.


<PAGE>

Q. Excess  Contributions  shall be adjusted for any income or loss up to the end
of the Plan Year. The income or loss allocable to Excess Contributions is income
or  loss  allocable  to the  Participant's  Class  9 units  for  the  Plan  Year
multiplied by a fraction,  the numerator of which is such  Participant's  Excess
Contributions for the Plan Year and the denominator is the Participant's  Excess
Contribution  for the Plan Year and  Elective  Deferrals  without  regard to any
income or loss  occurring  during  such Plan Year or such other  method that the
Trustee deems appropriate.

R. Excess  Contributions  shall be distributed  from the  Participant's  Class 9
Units.

                                  ARTICLE FIVE
                PAYMENT OF PROFIT SHARES - EMPLOYER CONTRIBUTIONS
                             TO PROFIT SHARING TRUST

A.  Payments.  Promptly  after the amounts of the  individual  profit  shares of
Active   Participants  and  former  participants  for  a  Plan  Year  have  been
determined,  each  Employer,  with  respect to all of such  participants  in its
employ,  shall contribute the amount of such profit shares to the profit sharing
trust; provided,  however, that, with respect to any such participant who during
the Plan Year was employed by more than one of the  Employers,  each Employer by
which such participant was so employed shall contribute its proportionate  share
of such  participant's  profit share in the same ratio for each Employer as such
participant's basic Compensation  received from such Employer in such year bears
to his aggregate basic  Compensation  from all of his Employers in such year. If
any Employer is prevented from making a payment or contribution,  which it would
otherwise make hereunder, by reason of having no current or accumulated earnings
or profits or because  such  earnings or profits  are less than the  payments or
contributions  which it would  otherwise  have made,  then so much thereof which
such Employer is so prevented  from making shall be made, for the benefit of the
participants  of such Employer,  by one or more of the other  Employers,  to the
extent of current or  accumulated  earnings or profits of such other  Employers.
Nothing in this Article Five shall  prevent the  Employers  from making  advance
payments,  upon  account,  of profit shares for any Plan Year, or from making in
advance any part of their  estimated total  contributions  to the profit sharing
trust for such year, and the Employers intend to do so.

B.  Limitations  on  Allocations.  The amount of Annual  Additions  which may be
allocated  under this Plan on a  participant's  behalf for a Plan Year shall not
exceed the Maximum Permissible Amount or any other maximum limitation  contained
in this Plan.

C. Excess  Amounts.  If there is an Excess  Amount with respect to a Participant
for a Plan Year, such Excess Amount shall be disposed of as follows:

1. Any non-deductible voluntary Employee contributions, to the extent they would
reduce the Excess Amount, will be returned to the Participant.


<PAGE>
2. If after  application  of  paragraph 1 an Excess  Amount  still  exists,  any
Elective  Deferrals  made  pursuant  to Section  4A, to the extent the  Elective
Deferral  would  reduce  the  Excess   Amount,   shall  be  distributed  to  the
Participant.

3. If after the  application  of paragraph 2 an Excess Amount still exists,  the
Excess Amount shall be allocated and  reallocated to other  Participants  in the
Plan.

4. If the allocation and  reallocation  of the Excess Amount in accordance  with
paragraph 3 causes the  limitations  of Code  Section  415 to be  exceeded  with
respect to each  Participant for the Limitation  Year, then the remaining Excess
Amount shall be held unallocated in a suspense account.

5. If a suspense  account is in existence  at any time during a Limitation  Year
pursuant to this  section,  it will not  participate  in the  allocation  of the
Trust's  investment  gains and losses.  If a suspense account is in existence at
any time  during a  particular  Limitation  Year,  all  amounts in the  suspense
account must be allocated and reallocated to  Participants'  accounts before any
Employer contributions or any Employee contributions may be made to the plan for
that Limitation  Year.  Excess Amounts may not be distributed to Participants or
Former Participants other than under paragraphs 1 and 2 above.

D. Corrective Adjustments. As soon as is administratively feasible after the end
of the Plan  Year,  the  Maximum  Permissible  Amount  for the Plan Year will be
determined on the basis of the participant's  compensation for the Plan Year. If
a  participant's  Annual  Additions  under this Plan and all such other  Defined
Contribution  Plans  result in an Excess  Amount,  such Excess  Amount  shall be
deemed to consist of the amounts last allocated.

1. If an Excess Amount was allocated to a participant  on an allocation  date of
this Plan which  coincides  with an  allocation  date of another plan the Excess
Amount attributed to this Plan will be the product of:

(a) the total Excess Amount as of such date, times

(b) the ratio of (i) the amount  allocated  to the  participant  as of such date
under this  Plan,  divided by (ii) the total  amount  allocated  as of such date
under all qualified Defined Contribution Plans.

2. If an Excess Amount is allocated to a participant  on an allocation  date not
coinciding with this Plan, the entire Excess Amount shall be attributable to the
Plan whose Plan Year last ended.


<PAGE>
E. Defined Benefit Plans. If the Employer maintains,  or at any time maintained,
a qualified  Defined Benefit Plan covering any participant in this Plan, the sum
of the participant's Defined Benefit Plan fraction and Defined Contribution Plan
fraction will not exceed 1.0 in any Plan Year. The Annual Additions which may be
credited to the participant's  account under this Plan for any Plan Year will be
limited in  accordance  with the  provisions  of the Plan and section 415 of the
Code.

F. Definitions.

1. "Annual Additions" means the sum of the following amounts allocated on behalf
of a participant for a Plan Year:

(a) all Employer contributions

(b) all Employee contributions (excluding rollover contributions, if any), and

(c) all forfeitures.

2. "Excess Amount" means the excess of the  participant's  Annual  Additions for
the Plan Year over the Maximum Permissible Amount.

3. "Maximum  Permissible  Amount" means for a Plan Year, the Maximum Permissible
Amount with respect to any participant, which shall be the lesser of (1) $30,000
(or such larger  amount as may be prescribed by the Secretary of the Treasury or
his delegate), or (2) twenty-five percent of the participant's  Compensation for
the Plan Year.

4. The words  "Defined  Benefit  Fraction"  shall  mean,  for any Plan  Year,  a
fraction

(a) the numerator of which is the projected  annual benefit of the  participant,
that is, the annual benefit to which he would be entitled under the terms of the
defined benefit plan on the assumptions  that he continues  employment until his
normal  retirement  date as  determined  under the terms of the Defined  Benefit
Plan, that his Compensation  continues at the same rate as in effect in the Plan
Year under  consideration  until his normal  retirement  date and that all other
relevant  factors used to  determine  benefits  under such Defined  Benefit Plan
remain  constant  as of the current  Plan Year for future Plan Years,  under all
Defined Benefit Plans maintained by the Employer,  determined as of the close of
the Plan Year and

(b) the denominator of which is the lesser of


<PAGE>
(i) one and  one-fourth  (1.25) (one [1.0],  in the case of a Key  Employee*  in
either a Top-Heavy Plan* failing to provide the minimum  benefit  required under
section  415(h)(2)(A) of the Internal Revenue Code [or its successor] or a Super
Top-Heavy Plan) times the projected annual benefit of such participant under the
defined  benefit  plans  determined  as of the  close of the Plan Year as if the
defined  benefit plans  provided the maximum  benefits  allowable  under section
415(b)(1)(A)  of the  Internal  Revenue  Code  after  taking  into  account  all
applicable modifications of that dollar limit found in the Code, and

(ii) one and  four-tenths  (1.4)  times the  projected  annual  benefit  of such
participant  under the defined  benefit plans  determined as of the close of the
Plan Year as if the defined benefit plans provided benefits in the amount of the
maximum percentage-of-Compensation limit allowable under section 415(b)(1)(B) of
the Internal Revenue Code after taking into account all applicable modifications
of that percentage-of-Compensation limit found in the Code.

*See Article Twenty-One below.

5. The words  "Defined  Contribution  Plan" shall mean a  Retirement  Plan which
provides for an individual  account for each  participant and for benefits based
solely on the amount  contributed to the  participant's  account and any income,
expenses,   gains  and  losses,   and  any  forfeitures  of  accounts  of  other
participants which may be allocated to such participant's accounts.

6. The words "Defined  Benefit Plan" shall mean any Retirement Plan which is not
a Defined Contribution Plan.

7. The words "Defined  Contribution  Fraction"  shall mean, for any Plan Year, a
fraction

(a) the numerator of which is the sum of Annual  Additions to the  participant's
account for all years under all Defined  Contribution  Plans  maintained  by the
Employer in that Plan Year, and

(b) the denominator of which is the sum for the Plan Year and all prior years of
the lesser of:


<PAGE>
(i) one and  one-fourth  (1.25),  or in the case of a Key  Employee  in either a
Top-Heavy  Plan failing to provide the minimum  benefit  required  under section
415(h)(2)(A)  of the  Internal  Revenue  Code  (or  its  successor)  or a  super
Top-Heavy  Plan, one (1),  times the maximum amount of Annual  Additions to such
participant's account under the Defined Contribution Plans which could have bene
made in accordance with the limitations set forth in section 415(b)(1)(A) of the
Internal Revenue Code after taking into account all applicable  modifications of
that dollar limit found in the Code, and

(ii) one and  four-tenths  (1.4)  times the  maximum  Annual  Additions  to such
participant's  account  under Defined  Contribution  Plans which could have bene
made in accordance with the  percentage-of-Compensation  limitation set forth in
section  415(b)(1)(B) of the Internal Revenue Code after taking into account all
applicable modifications of that  percentage-of-Compensation  limit found in the
Code.

The  Plan   Administrator   may  elect  that  the  denominator  of  the  Defined
Contribution  Plan Fraction for any participant for Plan Years before January 1,
1983, be an amount equal to the product of:

(a) the maximum amount of Annual Additions to such  participant's  account under
the Defined  Contribution Plans which could have been made under the limitations
set forth in section 415(c) of the Internal Revenue Code for those years, and

(b) the Transition Fraction.

For Plan Years  beginning  before 1976, the aggregate  amount taken into account
under subpart (i) above shall be deemed not to exceed the aggregate amount taken
into account under subpart (ii) above.

8. The words  "Retirement  Plan" shall mean (i) any profit  sharing,  pension or
stock bonus plan described in section 401(a) and 501(a) of the Internal  Revenue
Code, (ii) any annuity plan or annuity  contract  described in section 403(a) or
403(b) of the Internal  Revenue  Code,  (iii) any  qualified  bond purchase plan
described  in  section  405(a)  of the  Internal  Revenue  Code,  and  (iv)  any
individual retirement account,  individual retirement annuity or retirement bond
described in section 408(a), 408(b) or 409 of the Internal Revenue Code.

9. The words  "Transition  Fraction"  shall mean the fraction whose numerator is
the lesser of:

<PAGE>
(a) $51,875, or

(b) one and four-tenths  (1.4)  multiplied by twenty-five  percent of the annual
Compensation  of the  participant  for the Plan Year  ending in 1981,  and whose
denominator is the lessor of:

(i) $41,500, or

(ii) twenty-five  percent of the annual  Compensation of the participant for the
Plan Year ending in 1981.

                                   ARTICLE SIX
               MATCHING AND PARTICIPANT VOLUNTARY CONTRIBUTIONS TO
                              PROFIT SHARING TRUST

A. No  participant  shall be required to make any  contribution  whatever to the
profit sharing trust. For plan years beginning prior to January 1, 1991, subject
to the provisions of Part B of Article Five and Part D of Article Six,  however,
any eligible  participant may each year  voluntarily  contribute on an after-tax
basis to the trust an amount  which,  when added to the  amount,  if any, of his
voluntary  contributions  to this  Plan  and all  other  qualified  plans of the
Employer,  does not exceed 10% of his  Compensation  while a  participant.  Such
voluntary contributions may be made by payroll deduction or by other methods and
at  intervals  in  accordance  with  rules  established  by  the  Administrative
Committee.  For plan  years  beginning  in 1991  and  thereafter,  no  voluntary
contributions are permitted.

B. All such  voluntary  contributions  shall be paid over to the profit  sharing
trust as soon as may be conveniently done and shall be thereafter represented as
Class 3 units as in this Plan  provided.  Such units  shall at all times be 100%
vested and nonforfeitable.

C. Contributions by participants made pursuant to the provisions of this Article
are not intended to be deductible by  participants  under section  219(a) of the
Internal Revenue Code nor any other provision thereof.

Cal.  For  each  Plan  Year,  the  Employer  shall   contribute  as  a  matching
contribution  an amount equal to a percentage of the elective  deferrals made by
the  Employer  on  behalf  of each  eligible  Participant,  but not to  exceed a
percentage of the Participant's  compensation for the Plan Year. Both percentage
figures shall be  determined  from year to year by the Board of Directors of UMB
in its discretion.


<PAGE>
Ca2. The allocation of the matching  contribution  shall be made to Participants
who have made  elective  deferrals  to the Plan during the Plan Year and did not
accrue a benefit in the United  Missouri  Revised  Retirement  Plan for the Plan
Year and are either (a)  employed by the Employer at the end of the Plan Year or
(b) not  employed  by the  Employer  at the end of the Plan  Year by  reason  of
retirement,  death or disability in accordance  with Article Five.  All matching
contributions shall be allocated as Class 8 units.

D. Limitations on Matching and Voluntary Contribution Effective January 1, 1987:

1. The Average Contribution  Percentage (hereinafter "ACP") for Participants who
are Highly Compensated Employees for each Plan Year and the ACP for Participants
who are not Highly Compensated Employees for the same Plan Year must satisfy one
of the following tests:

(a) The ACP for Participants who are Highly  Compensated  Employees for the Plan
Year shall not exceed the ACP for  Participants  who are not Highly  Compensated
Employees for the same Plan Year multiplied by 1.25; or

(b) The ACP for Participants who are Highly  Compensated  Employees for the Plan
Year shall not exceed the ACP for  Participants  who are not Highly  Compensated
Employees for the same Plan Year  multiplied  by two (2),  provided that the ACP
for  Participants who are Highly  compensated  Employees does not exceed the ACP
for Participants who are not Highly  Compensated  Employees by more than two (2)
percentage points.

2. "Average Contribution  Percentage" shall mean the average of the Contribution
Percentages of the Eligible Participants in a group.

3. "Contribution Percentage" shall mean the ratio (expressed as a percentage) of
the  Participant's   Contribution   Percentage   Amounts  to  the  Participant's
compensation  for the Plan Year  (whether or not the employee was a  Participant
for the entire Plan Year).


<PAGE>
4.  "Contribution  Percentage  Amounts"  shall  mean  the  sum of the  Voluntary
Contributions  and Matching  Contributions  made under the Plan on behalf of the
Participant for the Plan Year.  Such  Contribution  Percentage  Amounts may also
include all or a part of the  Elective  Deferrals  under this Plan and any other
plan of the Employer,  as provided in regulations  under the Code, to the extent
such  Elective  Deferrals  are  needed  to  meet  the  ACP  test  set  forth  in
Subparagraph 1(a) & (b), subject to such other requirements as may be prescribed
by the  Secretary of Treasury.  Elective  Deferrals  may only be utilized in the
Contribution  Percentage  Amounts  so  long as the ADP  test is met  before  the
Elective  Deferrals  are used in the ACP test and  continues to be met following
the exclusion of those Elective Deferrals are used in the ACP test and continues
to be met following the exclusion of those  Elective  Deferrals that are used to
meet the ACP test.

5.  "Eligible  Participant"  shall mean any  Employee  who is eligible to make a
Voluntary  Contribution  or  to  receive  a  Matching  Contribution   (including
forfeitures).

6. "Voluntary  Contribution"  shall mean any contribution made to the Plan by or
on behalf of a Participant that is included in the Participant's gross income in
the year in which made and that is maintained  under a separate account to which
earnings and losses are allocated.

7. "Matching  Contribution" shall mean an Employer  contribution made to this or
any other defined  contribution  plan on behalf of a Participant on account of a
Participant's Elective Deferral, under a plan maintained by the Employer.

8. Multiple Use: If one or more Highly Compensated Employees participate in both
a Cash or Deferred  Arrangement and a plan subject to the ACP test maintained by
the  Employer  and  the  sum of the ADP  and  ACP of  those  Highly  Compensated
Employees  subject to either or both tests exceeds the Aggregate Limit, then the
ACP of those Highly  Compensated  Employees  who also  participate  in a Cash or
Deferred  Arrangement  will be reduced  (beginning with such Highly  Compensated
Employee  who is the highest) so that the limit is not  exceeded.  The amount by
which each Highly  Compensated  Employee's  Contribution  Percentage  Amounts is
reduced shall be treated as an Excess Aggregate Contribution. The ADP and ACP of
the Highly Compensated  Employees are determined after any corrections  required
to meet the ADP and ACP  tests.  Multiple  use does not  occur if the ADP of the
Highly  Compensated  Employees does not exceed 1.25 multiplied by the ADP of the
Participants  who  are not  Highly  Compensated  Employees  or if the ACP of the
Highly  Compensated  Employees does not exceed 1.25 multiplied by the ACP of the
Participants who are not Highly  Compensated  Employees.  This section shall not
apply to Plan Years beginning before January 1, 1989.


<PAGE>
9. "Aggregate Limit" shall mean the sum of (a) 125 percent of the greater of the
ADP of the Participants who are not Highly Compensated  Employees under the Plan
subject to Code Section  401(m) for the Plan Year  beginning  with or within the
Plan Year of the Cash or Deferred  Arrangement and (b) the lesser of 200% or two
plus the lesser of such ADP or ACP.

10. The Contribution  Percentage for any Participant who is a Highly Compensated
Employee and who is eligible to have Contribution  Percentage  Amounts allocated
to his or her account under two or more plans described in Section 401(a) of the
Code,  or  arrangements  described  in  Section  401(k)  of the  Code  that  are
maintained  by the  Employer,  shall  be  determined  as if the  total  of  such
Contribution   Percentage  Amounts  was  made  under  each  plan.  If  a  Highly
Compensated Employee  participates in two or more cash or deferred  arrangements
that have different plan years, all cash or deferred arrangements ending with or
within the same calendar year shall be treated as a single arrangement.

11. In the event that this Plan satisfies the  requirements of Sections  401(m),
401(a)(4) or 410(b) of the Code only if aggregated with one or more other plans,
or if one or more other plans satisfy the  requirements  of such sections of the
Code only if  aggregated  with this plan,  then this section shall be applied by
determining the Contribution Percentage of Employees as if all such plans were a
single plan.  For Plan Years  beginning  after  December 31, 1989,  plans may be
aggregated in order to satisfy  Section 401(m) of the Code only if they have the
same Plan Year.

12. For purposes of determining the Contribution Percentage of a Participant who
is  five-percent  owner or one of the ten most highly  paid  Highly  Compensated
Employees,   the  Contribution  Percentage  Amounts  and  compensation  of  such
Participant shall include the Contribution  Percentage  Amounts and compensation
for the Plan Year of Family  Members  (as  defined in Section  414(q)(6)  of the
Code). Family Members,  with respect to Highly Compensated  Employees,  shall be
disregarded as separate  employees in determining  the  Contribution  Percentage
both  for  Participants  who  are  not  Highly  Compensated  Employees  and  for
Participants who are Highly Compensated Employees.

13. For purposes of determining the ACP test,  Voluntary  Contribution  shall be
taken into account for a Plan Year only if such  contributions  are allocated to
the  Participant as of a date within such Plan Year, and Matching  Contributions
will be taken  into  account  for a Plan  Year  only if such  contributions  are
allocated  to the  Participant  as of a date  within such Plan Year and are paid
over to the  Trust  no  later  than  the  last  day of the  twelve-month  period
beginning on the day after the close of such Plan Year.

14. The Employer shall maintain records  sufficient to demonstrate  satisfaction
of the ACP test.


<PAGE>
15. The  determination  and  treatment  of the  Contribution  Percentage  of any
Participant  shall satisfy such other  requirements  as may be prescribed by the
Secretary of the Treasury.

16. The Employer shall perform the ACP test for the Plan Year after the close of
such Plan Year and at such other times, if any, as the Plan Administrator  shall
select. Any interim testing shall be made for monitoring purposes only and shall
be based on a  Participant's  rate of  compensation in effect at the time of the
test. corrections required to be made in order to reduce the amount in excess of
the maximum permissible  Contribution Percentage shall be made from compensation
to be earned for the remainder of the Plan Year.

17.  In the  event  that the ACP for  Participants  who are  Highly  Compensated
Employees for the Plan Year exceeds the maximum ACP  permitted,  then the excess
of the aggregate Contribution Percentage Amounts taken into account in computing
the  numerator of the  contribution  Percentage  actually  made on behalf of the
Highly  Compensated  Employees for such Plan Year over the maximum  Contribution
Percentage   Amounts   permitted  by  the  ACP  test   (determined  by  reducing
contributions made on behalf of Highly  Compensated  Employees in order of their
Contribution  Percentages  beginning with the highest of such percentages) shall
be referred to as "Excess  Aggregate  Contributions"  shall be determined  after
first  determining   Excess  Elective  Deferrals  and  then  determining  Excess
Contributions.

18.   Notwithstanding  any  other  provision  of  this  Plan,  Excess  Aggregate
Contributions, plus any income and minus any loss allocable thereto, shall be:

(a) forfeited,  in the case of those Excess Aggregate Contributions allocated to
the Matching  Accounts of those  Participants  who were less than 100% vested in
the  Matching  Accounts  as of the end of the  Plan  Year in which  such  Excess
Aggregate Contributions were allocated. Such features shall be allocated for the
Plan Year in which such Excess Aggregate Contributions were allocated, after all
other forfeitures who are not Highly Compensated Employees and who made Elective
Deferrals  for  such  Plan  Year in the  ratio  which  each  such  Participant's
Compensation  for  the  Plan  Year  bears  to  total  Compensation  of all  such
Participants for such Plan Year, or


<PAGE>
(b) in the case of all other  Excess  Aggregate  Contributions,  distributed  no
later than the last day of each Plan Year to Participants to whose accounts such
Excess  Aggregate  Contributions  shall be  allocated  to  Participants  who are
subject  to the family  member  rules of  Section  414(q)(6)  of the Code in the
manner prescribed by the regulations. If such Excess Aggregate Contributions are
distributed  more than 2-1/2 months after the last day of the Plan Year in which
such excess  amounts arose, a ten (10) percent excise tax will be imposed on the
Employer  maintaining the Plan with respect to those amounts.  Excess  Aggregate
Contributions shall be treated as Annual Additions under the Plan.

19.  Determination of Income or Loss.  Excess Aggregate  Contributions  shall be
adjusted  for any  income  or loss.  The  income  or loss  allocable  to  Excess
Aggregate  Contributions  is the sum of:  (a)  income or loss  allocable  to the
Participant's  Voluntary  Contribution Account for the Plan Year multiplied by a
fraction,   the  numerator  of  which  such   Participant's   Excess   Aggregate
Contributions  for the year and the  denominator  is the  Participant's  account
balance(s) attributable to Contribution Percentage Amounts without regret to any
income or loss occurring during such Plan Year.

20.   Accounting   for  Excess   Aggregate   Contributions.   Excess   Aggregate
Contributions  shall be  forfeited,  if  forfeitable,  or  distributed  from the
Participant's Class 8 units.

E. At any time but not more  frequently  than once each year, a participant  may
elect to  withdraw  an amount up to the  total  value of all Class 3 units  then
credited to his account and a number of such units, equal in value to the amount
withdrawn, shall thereupon be canceled. A participant who is married at the time
of making the withdrawal  election must furnish to the Administrative  Committee
the written  consent of his or her spouse.  Such  consent  must be signed by the
spouse and the spouse's signature witnessed by a notary public or plan official.

F. Elections to make voluntary contributions, shall be in writing, signed by the
participant and on such forms as the Committee shall provide.  Upon  termination
of employment,  the amount represented by the Class 3 units then credited to the
participant's  account shall be distributed in accordance with the provisions of
Article Eleven.

14.  Article Six, Section G is deleted.
<PAGE>
                                  ARTICLE SIX A
                 TRANSFERS FROM ESOP OF UMB FOR DIVERSIFICATION

Diversification  transfers from ESOP of UMB. Anything to the contrary herein not
withstanding,  the Trustee  shall accept from the Trustee of the trust forming a
part of the ESOP of UMB (a qualified employee stock ownership plan) transfers of
such portions of the account balances of those  participants in such plan as may
result  from  diversification  elections  made,  from  time  to  time,  by  such
participants in accordance with Section 408(a)(28) of the Internal Revenue Code.
Sums to be  transferred  to this Plan shall be accepted only if made in the form
of cash or its  equivalents.  Transfers shall be accepted only as of a valuation
date. The Trustee of the transferring trust shall provide to the Trustee of this
Plan,   together  with  the  transferred  funds,  a  listing   identifying  each
Participant  with  respect to whom the  transfer is made,  and the amount of the
transferred  funds to be credited  to each  Participant's  account.  The listing
shall include  sufficient  information of the various investment funds described
in Part A of  Article  Seven  hereof  necessary  to carry out the  Participant's
directions  of  the   Participants   whose  interests  in  the  ESOP  are  being
transferred. All units shall be credited to the accounts of the Participants who
interests they represent and shall thereafter be administered in all respects as
other credits to the account of the respective Participants.

                                  ARTICLE SEVEN
                    SEPARATE INVESTMENT FUNDS - PARTICIPANTS'
                RIGHTS OF ELECTION AND CONVERSION OF INVESTMENTS

A.  Investment  Funds.  For the purpose of providing a diversity  of  investment
objectives,  the trust  created and  maintained  as a part of this Plan shall be
divided into separate Funds as  hereinafter  described,  and general  references
herein to the "trust" or "profit  sharing trust" shall be understood to refer to
all of these Funds,  singly or together as the context indicates.  The Funds are
designated, and their respective investment policies are defined as follows:

Fund A - Balanced  Equity-Debt  Fund. To be invested in a diversified  portfolio
consisting of approximately  fifty percent in common stocks,  preferred  stocks,
convertible  securities or other equity  instruments,  and  approximately  fifty
percent in notes, bonds, debentures, mortgages or other debt securities; and for
such  purposes may be, but shall not be required to be,  invested in whole or in
part in a combination of the Pooled Equity and Pooled Debt Funds operated by the
Trustee.

Fund B - Money  Market  Fund.  To be  invested  in  short-term  debt  securities
commonly  classified as money-market  instruments;  and for such purpose may be,
but shall not be  required  to be,  invested  in whole or in part in the  Pooled
Income Fund operated by the Trustee.

Fund C - Equity  Fund.  To be  invested  in a  diversified  portfolio  of equity
securities as above-described  and real estate; and for such purpose may be, but
shall not be required to be,  invested in whole or in part in the Pooled  Equity
Fund operated by the Trustee.


<PAGE>
Fund D - Debt Fund. To be invested in a diversified portfolio of debt securities
as  above-described;  and for such  purpose may be, but shall not be required to
be,  invested  in whole  or in part in the  Pooled  Debt  Fund  operated  by the
Trustee.

Fund E - Heartland  Fund.  To be invested in a  diversified  portfolio of common
stock, preferred stocks,  convertible securities ore other equity instruments of
smaller  capitalization  companies located in the eight-state  Midwest area; and
for such  purpose may be, but shall not be required to be,  invested in whole or
in part in the UMB  Heartland  Fund,  Inc., a no-load  mutual fund for which the
Trustee serves as investment advisor.

Fund F - World-Wide  Fund. To be invested in a  diversified  portfolio of common
stock,  preferred stocks,  convertible securities or other equity instruments of
larger  capitalization U.S. and international  stocks of established  companies.
The fund will be  invested  no more than 25% in U.S.  stocks or more than 20% in
any  single  foreign  company;  and for such  purpose  may be,  but shall not be
required to be, invested in whole or in part in the UMB World-Wide Fund, Inc., a
no-load mutual fund for which the Trustee serves as investment advisor.

B.  Allocation of  Contributions  to the Separate  Funds.  Upon  commencement of
participation hereunder,  each participant may, by filing an appropriate writing
with  the  Administrative  Committee  on or  prior  to the  date of the  initial
allocation  of funds to his or her  credit  under this Plan,  select  one,  two,
three, four, five or six of the Funds for the investment of all monies allocated
to his or her account. Any percentage of the monies allocated to the account may
be  allocated to any Fund except for Fund E and Fund F, which may not exceed 25%
of the Participant's account to be allocated,  respectively,  so long as the sum
of all percentages equals 100% and each percentage is a whole number.

Similarly,  a Participant may as of any Valuation Date, direct the conversion of
all of the units  allocated to his or her account in each of the Funds,  or such
portion  thereof  as it shall be  necessary  to  convert,  so that,  after  such
conversion,  his or her entire interest in the Plan shall be invested either all
in  one,  two,  three,  four,  five  or six  Funds,  so  long  as the sum of all
percentages  equals 100% each percentage is a whole number, and no more than 25%
of the Participant's account are allocated to Fund E or Fund F respectively. The
Participant  desiring any such conversion  shall evidence his or her election by
filing the  election in writing with the  Administrative  Committee at least one
day before the Valuation Date as of which the conversion is to be made.
<PAGE>
                                  ARTICLE EIGHT
               DIVISION OF FUNDS INTO UNITS - INDIVIDUAL ACCOUNTS
                        TO BE MAINTAINED FOR PARTICIPANTS


A.  General  Plan.  For  the  purpose  of  determining  and  accounting  for the
proportionate  interests of  participants in the profit sharing trust whether or
not such interests are vested,  each Investment Fund shall be divided into units
and  all  of  such  units  in  any  one  Fund  shall  be  of  equal  value.  The
Administrative Committee (or its agent, which may be the Trustee) shall maintain
an  account  for each  participant  showing  the  number  of units in each  Fund
credited to his account.  Such division into, and creation or  cancellation  of,
units shall be made as of the applicable  Valuation Date at which  contributions
or  forfeitures  are to be  allocated or as of which  benefit  amounts are to be
calculated, all as hereinafter provided.

B. Classification of Units. Units in the Funds shall be classified as follows:

1. Original Classification of Units.

(a) Units created to represent each participant's profit share in each year, and
units created to represent forfeitures, shall be designated Class 1 units.

(b) Units  created to represent  amounts  transferred  from the United  Missouri
Revised Retirement Plan pursuant to the provisions of Article Twenty, Section B,
shall be Class 2 units.

(c) Units created to represent the voluntary contributions of participants shall
be designated Class 3 units.

(d) Units  created to represent  the interest of  Participants  upon transfer of
fully vested account  balances from a plan previously  maintained by an Employer
before the Employer became a Participating  Employer shall be designated Class 5
units.

(e) Units created to represent the  interests of  participants  upon transfer of
account balances which are not necessarily  fully vested,  and which transfer is
incidental  to the  merger of a prior  plan  with and into  this  Plan  shall be
designated Class 6 units.


<PAGE>
(f) Units  created to represent  amounts  transferred,  rolled over, or directly
rolled  over  from  Individual   Retirement  Accounts,   Individual   Retirement
Annuities,  or other  qualified  retirement  plans,  pursuant to Article Twenty,
except  amounts  described in Paragraph  1(g) below,  or from the ESOP of United
Missouri Bancshares, Inc. pursuant to the provisions of Section G of Article Six
shall be designated Class 7 units.

(g) Units  created to  represent  matching  contributions  made by the  Employer
pursuant to Article 6, and earnings on those  matching  contributions,  shall be
designated Class 8 units.

(h) Units  created to represent  the  Elective  Deferrals  of  Participant  made
pursuant to Article 4A and earnings on those Elective Deferrals and the interest
of Participants  upon transfer (but not rollover or direct  rollover) of account
balances  credited to the Participant  pursuant to an elective  deferral under a
cash or  deferred  arrangement  (Section  401(k)) and  earnings on the  elective
deferrals, and which transfer may be incidental to a merger of a prior plan into
this  Plan,  or  the  transfer  from  the  qualified   retirement  plan  of  the
Participant's prior employer shall be designated Class 9 units.

19.  Article Eight, Section B, Paragraph 2 is deleted.

C.  Monthly  Valuations  of Funds.  As of the last  business  day in each month,
except  December,  during  the  continuance  of this  Plan,  the  Administrative
Committee shall, with respect to each Fund:

1.  Determine  the unit  value  on said  date of  existing  units of the Fund by
determining  the value of the Fund on that date and  dividing  said value by the
number of then existing units of the Fund, and the value of the Fund on the last
business  day of any month shall mean the fair market value of all of its assets
on that date,  including  the dollar  amount of Employer  contributions  already
allocated as of the end of the preceding  Plan Year but not yet  received,  less
(a) the dollar amount of all Employer  contributions to the Fund for the current
year,  if any,  theretofore  received by the Fund,  and (b) the dollar amount of
contributions of participants  received by the Fund for the month ending on said
date, and (c) any expenses of the Fund theretofore incurred,  and unpaid on said
date,  and (d)  liabilities,  if any,  of the Fund in respect of unpaid  benefit
payments  under the Plan  whether  then due or to become due in the  future;  it
being  intended by this method to allocate to existing  units of the Fund all of
the  earnings  of, and all of the  appreciation  or  depreciation  (realized  or
unrealized ) upon the assets of, the Fund during the month;

2. Cancel all of the units of the Fund which are required to be canceled;


<PAGE>
3. Create additional units of the Fund, at the unit value determined pursuant to
subpart 1 above, with the amount of participants'  contributions to the Fund for
such month,  allocating such additional  units among  participants who made such
contributions,  and credit the account of each such  participant with the number
of units thus allocated to him.

D.  Annual  Valuations  of Funds.  As of the end of each Plan  Year  during  the
continuance  of this Plan,  and following  the receipt of all of the  Employers'
contributions for the year, the Administrative  Committee shall, with respect to
each Fund:

1.  Determine  the unit value at the end of such year of  existing  units in the
Fund by determining  the value of the Fund on that date, and dividing said value
by the number of then existing  units of the Fund.  The value of the Fund at the
end of the year shall mean the fair  market  value of all sets on that date less
(a) the dollar  amount of all  Employer  contributions  to the Fund for the year
then ended, if any,  theretofore  received by the Fund and (b) the dollar amount
of  contributions  of  participants  received  by the Fund during the month then
ended and (c) any expenses of the Fund  theretofore  incurred and unpaid at such
year end and (d)  liabilities,  if any, of the Fund in respect of unpaid benefit
payments under the Plan, whether then due or to become due in the future;

2. Determine the particular group of Active Participants and former participants
who  pursuant to the  provisions  of Article  Four are  entitled to share in the
contributions  of the  Employers for such year;  and allocate  among such Active
Participants  and former  participants  the dollar  amount of forfeited  credits
allocable  thereto at the end of such year under the provisions of Article Nine,
in the same  proportion  as to each such member of the group as his profit share
for such year bears to the total  profit  shares for such year of all the Active
Participants  and former  participants  in such group;  and also  determine  the
portion thereof to be credited to the particular Fund;

3. Create and allocate additional units of the Fund at the unit value determined
pursuant to subpart 1 above, with respect to each Active  Participant and former
participant  entitled  to share in  Employer  contributions  for such  year,  by
applying  for each such  participant  the sum of the portion of his profit share
and the portion of his share of the forfeited credits determined under subpart 2
above to be credited to the particular Fund;


<PAGE>
4.  Create and  allocate  additional  units of the Fund at the unit value  above
determined  with respect to each  participant  making a voluntary  participant's
contribution  for the month of December in such year,  by applying for each such
participant the amount of his contribution so made;

5.  Cancel all units of the Fund as required  by reason of any  distribution  of
whatsoever nature.

E.  Unit  Values -  Fractional  Units.  The  value of a unit in any of the Funds
maintained  under the Plan shall never, at the end of any Plan Year, be equal to
or more than $2.00.  If, at the end of any calendar  year of the Plan,  the unit
value in any particular  Fund would be $2.00 or more, then such unit value shall
be halved  and the  number of  existing  units in the  particular  Fund shall be
doubled before any further calculations are made.

Fractional  units shall be permitted  and  calculations  shall be carried to the
nearest tenth of one unit, ignoring smaller fractions,  provided,  however, that
if and when in the judgment of the Administrative  Committee,  or if the Trustee
is  maintaining  the  participants'  records,  then if and  when in the sole and
unrestricted  judgment of the Trustee, it shall become necessary or desirable to
eliminate fractional units in order to facilitate administration of the Plan, or
to make  administration  compatible  with any automated  record  keeping  system
employed by the Trustee, fractional units may, as of any Valuation Date selected
by the Trustee,  be converted to whole units by rounding all existing fractional
units to the nearest whole unit. In such event, all units created  subsequent to
such Valuation Date shall be rounded to the nearest whole unit, and fractions of
less than one-half shall be disregarded.

F. Alternative  Reporting.  The accounts of Participants may be maintained,  and
valuations and adjustments made, on the basis of account balances if the Trustee
deems such method desirable;  provided however, that such method does not result
in  any  variation  in  the  benefits  otherwise  to  be  provided  Participants
hereunder.

                                  ARTICLE NINE
                           KINDS AND BASIS OF BENEFITS

The  provisions  of  Article  Ten shall  take  precedence  over any  conflicting
provision of this Article Nine.

A.  Benefits  at  Retirement,  Disability  or Death.  If the  employment  by the
Employer  of any  participant  terminates  on or  after  his  normal,  early  or
disability  retirement  date, or if the participant  dies while in the employ of
the  Employer,  there  shall  be  payable  to the  participant  in the case of a
retirement or disability  benefit, or to his Beneficiary or Beneficiaries in the
case of a death benefit,  at the time or times and in one or more of the methods
provided in Article Eleven, the sum of the following:


<PAGE>
1.  The  value  of all the  units  in any and all of the  Funds  hereunder  then
credited to his account  (including the amount of any  contribution,  other than
Employer contributions for the current Plan Year, received but not yet converted
to units); and

2. The value of all units to be credited as of the end of the relevant Plan Year
to his  account  by reason of his  sharing  in  Employer  contributions  for the
current  Plan  Year in which  his  retirement,  disability  retirement  or death
occurs.  For purposes of this Article Nine unit values shall be determined as of
the Valuation Date next preceding the date of payment of amounts attributable to
the units canceled for purposes of making distribution.

B. Benefits at Termination of Employment,  Other than by Retirement,  Disability
or Death. If the employment of any participant by the Employers  hereunder shall
terminate  for any cause or reason  other  than such  participant's  retirement,
disability or death, there shall be distributable to him as hereinafter provided
in Article Eleven the sum of the amounts determined as follows:

1. One hundred percent (100%) of the value of all of the Class 2, Class 3, Class
5, Class 7 and Class 9 units of any and all of the Funds hereunder then credited
to the Participant's account, if any, and

2. The  applicable  percentage  of the value of Class 1 and  Class 8 units  then
credited  or to  be  credited  to  the  Participant's  account,  the  percentage
depending  upon the number of the  Participant's  Years of Service  for  vesting
completed prior to the  Participant's  termination  date,  determined  under the
following vesting schedule:

  Years of         Vested Percentage of     Forfeited Percentage
  Service            Class 1 & Class 8      of Class 1 & Class 8
For Vesting                Units                   Units
___________        ____________________     ____________________
Less than 5                  0%                    100%
5 or more                  100%                      0%
                           and;


3. The applicable  percentage of the value of Class 6 units then credited to his
account,  such  percentage  depending  upon the number of Years of  Service  for
vesting  (as  set  further  in  Article  Two,  Paragraph  F3)  completed  to his
termination  date, and the vesting schedule of the prior plan, except that in no
situation  shall  the  vested  percentage  be less  than the  vested  percentage
maintained at the time of the establishment of the Class 6 unit.


<PAGE>
C. Forfeitures

1. With respect to a Participant  who  terminates  and is not 100% vested in the
Participant's  Class 1 units,  Class 6 units, or Class 8 units, the amount equal
to the difference between the total value of such units, and the amount to which
the Participant is entitled from such units under the vesting  schedule shall be
forfeited.

All  forfeitures  occurring  during  the Plan Year  shall be held in an  account
designated "Forfeiture Account".

In  the  case  of a  Participant  having  no  non-forfeitable  interest  in  the
Participant's  Class 1, Class 6, or class 8 units, the respective units shall be
canceled  and  forfeited  immediately  upon  the  Participant's  termination  of
service,  subject  however,  to the  restoration  provisions  of  Paragraph 5 of
Section C of this Article Eight. In the case of a Participant having a partially
vested  interest  in a  Participant's  Class 1,  Class 6, or Class 8 units,  the
balance of the respective  units to which the  Participant is not entitled shall
be canceled and forfeited  immediately  upon the commencement of distribution of
such vested  interest,  subject to the restoration  provisions of Paragraph 4 of
this section. As of the last day of such Plan Year during which (or with respect
to which) such forfeitures occur, all such forfeitures (less the amount required
to restore previously  canceled Class 1, Class 6, or Class 8 units of reemployed
Participants  pursuant  to the  restoration  provisions  of  Paragraph 6 of this
Section)  shall  be  reallocated  among  all  active   Participants  and  former
Participants and former Participants entitled to share therein in the manner and
proportion set out in Paragraph 2 of Section D of Article 8.

2. In the event a former  Participant  who on  termination  was entitled to less
than 100% of the value of his Class 1, Class 6 or Class 8 units as determined in
accordance  with the  provisions  of Part B of this  Article  Nine,  received  a
distribution  of the termination  benefit and thereafter  resumes service in the
employ of an Employer,  such former  Participant shall have an absolute right to
make repayment to the Trustee of the entire amount previously distributed to the
Participant,  provided  that such  repayment  is made in full or on prior to the
date the  Participant  incurs  five  consecutive  One  Year  Breaks  in  Service
following the date of distribution.


<PAGE>
3.  Anything  to the  contrary  notwithstanding,  if a former  Participant  upon
termination of participation  is not entitled to a nonforfeitable  percentage of
his Class 1, Class 6 or Class 8 units and shall later resume  employment  in the
service of the Employer,  Years of Service prior to a One-Year  Break in Service
shall not be taken into account in determining  the Years of Service for Vesting
if the  number of  consecutive  such  Breaks in Service  equals or  exceeds  the
aggregate number of Years of Service prior to such Break in Service or Breaks in
Service.

4. If,  pursuant to the  provisions  of Article  Ten, a  Participant  receives a
distribution  which is less than the  value of all  Class 1,  Class 6 or Class 8
units  credited  to his  account  and  thereafter  resumes  employment  with the
Employer, his Class 1, Class 6 or Class 8 units, to the extent of their value on
the date of distribution, shall be restored if the Participant makes, within the
time therein specified, the repayment described in subpart 2 of this Part C.

5. If a Participant upon termination of service has no  nonforfeitable  interest
in his Class 1, Class 6 or Class 8 units and resumes employment with an Employer
on or before  the date he incurs  five  consecutive  One-Year  Breaks in Service
following his termination of service, the value of his Class 1, Class 6 or Class
8 units,  determined  as of the date of such  termination  of service,  shall be
restored.

6. To the extent  necessary to restore any amount to the credit of a Participant
whose  employment  has  resumed  following  a  service  termination,  under  the
provisions of this Part C, such amount shall first be obtained from  forfeitures
pending  reallocation,  but if such source is  insufficient,  next from  current
investment  gain taken ratably  (based on total values as of the relevant  date)
from each of the  Investment  Funds,  but if such source is still  insufficient,
finally  such  amount  shall be  obtained  from  contributions  of the  Employer
(without regard to profits).

D. Years of Service for Vesting.  In computing a Participant's  Years of Service
for Vesting,  all of his Years of Service with the Employers shall be taken into
account, except as otherwise provided in this Part D.

1. In the case of a Participant who has five or more consecutive One-Year Breaks
in Service, the Participant's  pre-break service will count in vesting his Class
1, Class 6 or Class 8 units only if either:

(a) Such Participant has any nonforfeitable  interest in his Class 1, Class 6 or
Class 8 units at the time of separation from service, or

(b) upon  returning  to service  the number of  consecutive  one-year  Breaks in
Service is less than the number of Years of Service.


<PAGE>
2. In the case of any  Participant who has incurred a One-Year Break in Service,
Years of  Service  before  such break  will not be taken  into  account  for the
purpose of vesting until the  Participant  has completed a Year of Service after
such break in service.

3. In the case of a Participant who has five or more consecutive One-Year Breaks
in Service all service after such breaks in service will be disregarded  for the
purpose of vesting  his Class 1,  Class 6 or Class 8 units that  accrued  before
such breaks in  service.  Such  Participant's  pre-break  service  will count in
vesting the post-break Class 1, Class 6 or Class 8 units only if either:

(a) such Participant has any nonforfeitable  interest in his Class 1, Class 6 or
Class 8 units at the time of separation from service, or

(b) upon  returning  to service  the number of  consecutive  one-year  Breaks in
Service is less than the number of Years of Service.

4.  Separate  accounts will be maintained  for the  Participant's  pre-break and
post-break  Class 1, Class 6 or Class 8 units.  Both  accounts will share in the
earnings and losses of the respective investment fund(s) in which such units are
invested.

E. Overlap  Rule. If an Employee  satisfies the One-Year of Service  requirement
for  participation,  but does not have  1,000  Hours of  Service  in either  the
calendar  year in which that year of service  begins or in the calendar  year in
which  that Year of Service  ends,  he shall  nonetheless  receive  One-Year  of
Service for vesting for the calendar year in which that year of service ends.

F. This Plan  specifically  permits  distribution  to an alternate payee under a
Qualified  Domestic  Relations  Order at any time  irrespective  of whether  the
Participant  has  obtained his earliest  retirement  age (as defined  under Code
Section  414(p)) under the Plan. A distribution  to an alternate  payee prior to
the  participant's  attainment of earliest  retirement age is available only if:
(1) The order  specifies  distribution  at that  time or  permits  an  agreement
between the plan and the  alternate  payee to authorize an earlier  distribution
and (2) the alternate payee consents to any distribution  occurring prior to the
participant's attainment of earliest retirement age.

Nothing  in this  section  shall  permit a  participant  to a right  to  receive
distribution  at a time  otherwise  not  permitted  under  the Plan nor shall it
permit the alternate  payee to receive a form of payment not permitted under the
Plan.


<PAGE>
                                   ARTICLE TEN
                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

A. The  provisions of this Article shall take  precedence  over any  conflicting
provision  in this Plan.  The  provisions  of this  Article  shall  apply to any
participant  who is credited with at least one Hour of Service with the Employer
on or after August 23, 1984, and such other  participants  as provided in Part F
of this Article.

B.  Payment of any  benefit  amount  under this Plan shall not be required to be
made in the form of a Qualified  Joint and  Survivor  Annuity in any case unless
the participant  entitled thereto is qualified to retire under the Plan. In that
case,  however,  unless an optional form of benefit (other than a death benefit)
is selected pursuant to a Qualified  Election within the 90-day period ending on
the date benefit  payments would  otherwise  commence,  a married  participant's
vested  account  balance  will be paid in the  form  of a  Qualified  Joint  and
Survivor Annuity, and an unmarried  participant's vested account balance will be
paid in the  form  of a life  annuity,  provided,  however,  that if the  vested
account balance does not exceed $3,500, the benefit will be paid in a lump sum.

C. Unless an  optional  form of benefit has been  selected  within the  Election
Period pursuant to a Qualified  Election,  if a participant dies before benefits
have commenced,  then fifty percent of the participant's  vested account balance
shall be applied for the benefit of the  Surviving  Spouse and the balance shall
be  distributed  to the  beneficiary  or  beneficiaries  in accordance  with the
provisions of Part B of Article Thirteen. The Surviving Spouse may elect to have
such annuity (or equivalent benefit where applicable)  distributed  immediately.
If the amount of such benefit  exceeds  $3,500,  it shall be applied  toward the
purchase  of an annuity for the life of the  Surviving  Spouse;  otherwise,  the
benefit will be paid in a lump sum.

D. Definitions of terms used in this Article:

1. Election Period: The period which begins on the first day of the Plan Year in
which the participant  attains age 35 and ends on the date of the  participant's
death.  If a  participant  separates  from service prior to the first day of the
Plan Year in which age 35 is attained, with respect to the account balance as of
the date of separation, the election shall begin on the date of separation.


<PAGE>
2. Qualified  Election:  A waiver of a Qualified Joint and Survivor Annuity or a
qualified preretirement survivor annuity. The waiver must be in writing and must
be consented to by the  participant's  Spouse.  The Spouse's consent to a waiver
must be witnessed by a Plan  representative or notary public and must be limited
to a benefit for a specific alternate beneficiary.  Notwithstanding this consent
requirement,  if  the  participant  establishes  to the  satisfaction  of a Plan
representative that such written consent may not be obtained because there is no
Spouse or the Spouse  cannot be  located,  a waiver  will be deemed a  Qualified
Election.  Any consent  necessary  under this  provision  will not be valid with
respect to any other Spouse. Additionally, a revocation of a prior waiver may be
made by a  participant  without the consent of the Spouse at any time before the
commencement of benefits.  The number of revocations  shall not be limited.  Any
new waiver or change of beneficiary will require a new spousal consent.

3.  Qualified  Joint  and  Survivor  Annuity:  An  annuity  for the  life of the
participant with a survivor annuity for the life of the Spouse which is not less
than fifty  percent  and not more than 100  percent of the amount of the annuity
which is payable  during the joint lives of the  participant  and the Spouse and
which is the amount of benefit  which can be  purchased  with the  participant's
vested account balance.

4. Spouse (Surviving Spouse): The Spouse or Surviving Spouse of the participant,
provided that a former Spouse will be treated as the Spouse or Surviving  Spouse
to the extent provided under a qualified  domestic  relations order as described
in section 414(p) of the Internal Revenue Code.

E. Notice Requirements.

1. In the case of a Qualified Joint and Survivor  Annuity as described in Part D
of this  Article  the  Committee  shall,  if at any time the Plan does not fully
subsidize the cost of the survivor annuities,  provide each participant within a
reasonable  period prior to the  commencement of benefits a written  explanation
of:

(a) The terms and conditions of a Qualified Joint and Survivor Annuity;

(b) The participant's right to make, and the effect of, an election to waive the
Qualified Joint and Survivor Annuity form of benefit;

(c) The rights of a participant's Spouse; and

(d) The right to make, and the effect of, a revocation of a previous election to
waive the Qualified Joint and Survivor Annuity.


<PAGE>
2. In the case of a qualified  preretirement  survivor  annuity as  described in
Part C of this article,  the Committee shall provide each participant within the
period  beginning  on the first  day of the Plan  Year in which the  participant
attains  age 32 and  ending  with  the  close  of the  Plan  Year in  which  the
participant attains age 35, a written explanation of the qualified preretirement
survivor  annuity in such terms and in such manner as would be comparable to the
explanation  provided for meeting the requirements of subsection (a), applicable
to a Qualified Joint and Survivor Annuity.

If a  participant  enters the Plan after the first day of the Plan Year in which
the participant attained age 32, the Committee shall provide such explanation no
later  than  the  close of the  third  Plan  Year  succeeding  the  entry of the
participant in the Plan.

F. Transitional Rules.

1. Any living  participant not receiving  benefits on August 23, 1984, who would
otherwise not receive the benefits  prescribed by the previous  sections of this
Article  must be given the  opportunity  to elect to have the prior  sections of
this Article  apply if such  participant  is credited  with at least one Hour of
Service  under this Plan in a Plan Year  beginning on or after  January 1, 1976,
and such  participant  had at least ten Years of Service when he separated  from
service.

2. Any living  participant  not receiving  benefits on August 23, 1984,  who was
credited with at least one Hour of Service under this Plan on or after September
2,  1974,  and who is not  otherwise  credited  with any  service in a Plan Year
beginning on or after January 1, 1976, must be given the opportunity to have his
benefits paid in accordance with numbered paragraph 4 below:

3. The respective  opportunities to elect (as described in numbered  paragraph 1
and 2 above) must be afforded to the appropriate  participants during the period
commencing on August 23, 1984, and ending on the date benefits  would  otherwise
commence to said participants.

4. Any  participant who has elected  pursuant to numbered  paragraph 2 above and
any participant who does not elect under numbered paragraph 1 above or who meets
the requirements of such paragraph except that such participant does not have at
least ten Years of  Service  when he  separates  from  service,  shall  have his
benefits  distributed in accordance  with all of the following  requirements  if
benefits would have been payable in the form of a life annuity:


<PAGE>
(a)  Automatic  joint and  survivor  annuity.  If benefits in the form of a life
annuity become payable to a married participant who:

(i)  begins to receive  payments  under the Plan on or after  Normal  Retirement
Date; or

(ii)  dies on or after  Normal  Retirement  Date  while  still  working  for the
Employer; or

(iii)  begins to receive  payments on or after the  qualified  Early  Retirement
Date; or

(iv) separates from service on or after attaining Normal Retirement Date (or the
qualified   early   retirement   age)  and  after   satisfying  the  eligibility
requirements  for the payment of  benefits  under the Plan and  thereafter  dies
before  beginning to receive such benefits;  then such benefits will be received
under this Plan in the form of a Qualified  Joint and Survivor  Annuity,  unless
the participant has elected  otherwise during the Election Period.  The Election
Period must begin at least 6 months  before the  participant  attains  qualified
early  retirement age and end not more than 90 days before the  commencement  of
benefits.  Any election  hereunder  will be in writing and may be changed by the
participant at any time.

(b) Election of early  survivor  annuity.  A participant  who is employed  after
attaining the qualified  early  retirement age will be given the  opportunity to
elect,  during the Election Period, to have a survivor annuity payable on death.
If the participant elects the survivor annuity, payments under such annuity must
not be less than the payments which would have been made to the Spouse under the
Qualified Joint and Survivor  Annuity if the participant had retired on the date
before is death. Any election under this provision will be in writing and may be
changed by the  participant at any time. The Election Period begins on the later
of:

(i) The 90th day before the participant  attains the qualified early  retirement
age, or

(ii)  The  date  on  which  participation  begins;  and  ends  on the  date  the
participant terminate employment.

(c) For purposes of this subpart 4:


<PAGE>
(i) Qualified early retirement age is the latest of:

(aa) The earliest date,  under the Plan, on which the  participant  may elect to
receive retirement benefits,

(bb) The first day of the 120th month beginning  before the participant  reached
Normal Retirement Date, or

(cc) The date the participant begins participation.

(ii)  Qualified  Joint &  Survivor  Annuity  is an  annuity  for the life of the
participant  with a survivor  annuity for the life of the spouse as described in
numbered paragraph 3 of Part D of this Article.

                                 ARTICLE ELEVEN
                               PAYMENT OF BENEFITS

A. Administrative Committee to Determine Benefits.  Except as otherwise provided
in Article Ten, "Joint and Survivor Annuity  Requirements",  the requirements of
this Article shall apply to the  distribution  of any accrued benefit or portion
thereof. The Administrative Committee, in accordance with the rules set forth in
this Article,  shall make all  determinations as to what persons are entitled to
receive benefits under the provisions of this Plan, and as to the kind,  amount,
time and method of  payment of such  benefits,  and such  determinations  of the
Administrative  Committee when not in direct conflict with such rules,  shall be
final.  The  Administrative  Committee  shall direct the Trustee in writing with
respect  to the  payment  of all  benefits  to be made  from the Plan and  shall
include in each such direction the name,  address and Social  Security number of
the benefit  payee and such other  information  as the  Trustee  may  reasonably
require.

B. Direct Transfer of Benefits to Other Qualified Plans. All or a portion of the
accrued benefit of any participant who has terminated  service with the Employer
may, upon the written request of such  participant  and approval  thereof by the
Administrative  Committee,  and the Trustee's receipt of written evidence of the
transferee's  willingness to accept such assets in trust,  be transferred to the
trustee  or  custodian  of a  qualified  plan of a  successor  employer  of such
participant.

<PAGE>
C. Payment to Minors or Legal  Incompetents.  In case any minor or other legally
incompetent  person  shall  become  entitled to receive  any benefit  hereunder,
payment shall be made in such of the following methods as the Plan Administrator
shall direct in writing:

1. directly to such person;

2. to the legal representative of such person; or

3. to a relative of such  person or other  person  having the actual  custody of
such minor or other legally incompetent person, for the benefit of the latter.

D.  Distribution  Methods.  Distributions,  if not made in lump sum, may only be
made over one of the following periods (or a combination thereof):

1. The life of the Participant.

2. The lives of the Participant and his designated beneficiary.

3. A period certain not extending  beyond the life expectancy of the Participant
or

4. A period certain not extending beyond the joint life and last survivor of the
Participant and his designated beneficiary.

To the extent practical,  distributions may be made in cash or in kind or partly
in cash or partly in kind. The units of a Participant receiving installments may
be classified Class 4 units if the Administrative Committee so directs.

The portion of any benefit resulting from sharing in the Employer  contributions
for the current Plan Year in which the Participant's  retirement occurs shall be
paid in full in a lump  sum as soon as  administratively  practicable  and in no
event  later  than  April 1 of the  following  Plan  Year,  or if payment of the
primary  portion of the benefit has been postponed to such following  year, then
this final  portion may be added thereto and paid as a part of and in the manner
selected for such primary portion.


<PAGE>
In the case of periodic payments, the amount to be distributed each year must be
at least an amount equal to the quotient  obtained by dividing the Participant's
entire  interest by the life  expectancy  of the  Participant  or joint and last
survivor  expectancies  of the  Participant  and  designated  beneficiary.  Life
expectancy and joint and last survivor expectancy are computed by the use of the
return multiples contained in section 1.72-9 of the Income Tax Regulations.  For
purposes  of  this   computation,   a  Participant's   life  expectancy  may  be
recalculated no more frequently than annually, however, the life expectancy of a
nonspouse  beneficiary may not be recalculated.  If the Participant's  spouse is
not the designated beneficiary,  the method of distribution selected must assure
that at least fifty  percent of the present  value of the amount  available  for
distribution is paid within the life expectancy of the Participant.

E. Rules Governing Benefit Payments.

1. Benefit payments  hereunder shall be paid or commenced to be paid at the time
specified by the  Administrative  Committee and in accordance with the following
rules:

(a) If the  vested  portion  of the  participant's  account(s)  does not  exceed
$3,500,  the  benefit  payment  shall be made in a lump  sum no  later  than one
hundred  twenty days  following  the end of the Plan Year during  which  service
terminates.  However,  no  distribution  shall be made pursuant to the preceding
sentence after the first day of the first period for which an amount is received
as an annuity  unless  the  participant  and his  spouse  (or the  participant's
Surviving Spouse) consent in writing to such distribution.

(b) If the vested portion of the participant's  account(s)  exceeds $3,500,  the
benefit  payment shall be made no later than one hundred  twenty days  following
the end of the Plan Year during which  service  terminates,  if the  participant
entitled  thereto  (and his  Spouse)  has in writing  evidenced  his  consent to
payment  within  such  period;  otherwise,  the  benefit  payment  shall be paid
following,  and within  sixty days  thereof,  the close of the Plan Year  during
which the latest of the following  events  occur;  provided,  however,  that the
participant  may  elect  a  later   distribution  under  the  conditions  herein
specified:

(i) attainment of such participant's Normal Retirement Date;

(ii)  the  tenth  anniversary  of  the  date  when  such  participant  commenced
participation in the Plan;

(iii) termination of such participant's service with the Employer.


<PAGE>
Anything in this subsection to the contrary notwithstanding,  the Committee upon
the written request of the participant or  Beneficiary(ies),  may elect to cause
payment of any benefit  subject to the provisions of this  subsection to be made
at an earlier date than  specified  above,  in the event of the earlier death or
Permanent and Total Disability of the participant  entitled  thereto,  or in the
event such participant requests in writing distribution at an earlier date.

2.  Required  Commencement  Date of  Distributions.  The  account  balance  of a
participant,  including a participant  whose  employment by the Employer has not
terminated,  must be distributed or commenced to be  distributed,  no later than
the fist day of April  following  the  calendar  year in which such  participant
attains age 70 1/2.

3. Transitional Rule.

(a)  Notwithstanding  the other  requirements of this Article and subject to the
requirements  of  Article  Ten,  "Joint  and  Survivor  Annuity   Requirements",
distribution  on behalf of any participant may be made in accordance with all of
the following requirements (regardless of when such distribution commences):

(i) The distribution by the Trust is one which would not have  disqualified such
Trust under section 401(a)(9) of the Code as in effect prior to amendment by the
Deficit Reduction Act of 1984.

(ii) The distribution is in accordance with a method of distribution  designated
by the participant  whose interest in the Trust is being  distributed or, if the
participant is deceased, by a beneficiary of such participant.

(iii) Such  designation  was in writing,  was signed by the  participant  or the
beneficiary, and was made before January 1, 1984.

(iv) The  participant  had accrued a benefit  under the Plan as of December  31,
1983.

(v) The method of distribution  designated by the participant or the beneficiary
specifies the time at which  distribution  will commence,  the period over which
distributions  will be  made,  and in the  case  of any  distribution  upon  the
participant's  death, the  beneficiaries  of the participant  listed in order or
priority.

(b) A  distribution  upon death will not be  covered by this  transitional  rule
unless the  information  in the  designation  contains the required  information
described above with respect to the  distributions  to be made upon the death of
the participant.


<PAGE>
(c) For any distribution  which commences before January 31, 1984, but continues
after  December 31, 1983,  the  participant,  or the  beneficiary,  to whom such
distribution  is being made,  will be presumed to have  designated the method of
distribution  under  which  the  distribution  is being  made if the  method  of
distribution  was  specified  in  writing  and the  distribution  satisfies  the
requirements in subsections (i) and (v) above.

(d) If a designation  is revoked any  subsequent  distribution  must satisfy the
requirements  of  Code  section  401(a)(9)  as  amended.   Any  changes  in  the
designation will be considered to be a revocation of the  designation.  However,
the more  substitution or addition of another  beneficiary (one not named in the
designation)  under the designation will not be considered to be a revocation of
the  designation,  so long as such  substitution  or addition does not alter the
period over which  distributions are to be made under the designation,  directly
or indirectly (for example, by altering the relevant measuring life).

F.  Distributions  after  Death of  Participant.  Subject to the  provisions  of
Article  Ten,  upon  the  death of a  participant,  the  following  distribution
provisions shall take effect:

1. If the participant dies after distribution of his interest has commenced, the
remaining  portion of such interest will continue to be  distributed at least as
rapidly  as  under  the  method  of   distribution   being  used  prior  to  the
participant's death.

2. If the participant dies before  distribution of his interest  commences,  the
participant's entire interest will be distributed no later than five years after
the participant's death except to the extent that an election is made to receive
distributions in accordance with (a) or (b) below:

(a) if any  portion of the  participant's  interest  is payable to a  designated
Beneficiary,  distributions may be made in substantially equal installments over
the life expectancy of the designated  Beneficiary  commencing no later than one
year after the participant's death;


<PAGE>
(b) if the designated  Beneficiary is the participant's  surviving  spouse,  the
date  distributions are required to begin in accordance with (a) above shall not
be earlier  than the date on which the  participant  would have  attained age 70
1/2, and, if the spouse dies before  payments  begin,  subsequent  distributions
shall be made as if the spouse had been the participant.

3. For purposes of subsection  (2) above,  payments will be calculated by use of
the return  multiples  specified  in  section  1.72-9 of the  regulations.  Life
expectancy of a surviving  spouse may be recalculated  annually.  In the case of
any other designed  Beneficiary,  life expectancy will be calculated at the time
payment first commences and payments for any 12-consecutive month period will be
based on such life  expectancy  minus the  number of whole  years  passed  since
distribution first commenced.

4. For purposes of this section,  any amount paid to a child of the  participant
will be  treated  as if it had been paid to the  surviving  spouse if the amount
becomes  payable  to the  surviving  spouse  when the child  reaches  the age of
majority.

If more than one  Beneficiary  shall  have been  designated,  the  amount of the
benefit shall be paid to the  Beneficiaries so designated in the same respective
proportions  as provided in the  instrument of  designation,  otherwise in equal
parts.  Irrespective  of the  foregoing,  however,  no part of any death benefit
shall be paid to a Beneficiary  who is not living at the time payment thereof is
to be  made,  and,  if one or more but less  than  all of the  Beneficiaries  so
designated is then deceased, the parts to which the Beneficiaries who are living
are  entitled  shall be  proportionately  enlarged  accordingly.  If none of the
Beneficiaries  so  designated  shall be living at the time  payment of the death
benefit is to be made, or if no designation of Beneficiary shall be in effect at
the time of death of the  participant  on  account  of which the  death  benefit
becomes  payable,  the  entire  benefit  shall be paid to the  person(s)  of the
following class and in the following  order of preference,  as determined by the
Administrative Committee:

1. The widow or widower of the decedent; but if none, then to

2. The surviving natural and adoptive children of the decedent,  in equal shares
per capita and not per stirpes; but if none, then to

3. The personal representative of the decedent.


<PAGE>
The legal incapacity of any designated living Beneficiary to take that
portion of a death benefit to which he would otherwise be entitled,
shall not be deemed to transfer the right of payment to any portion
thereof to another Beneficiary whose entitlement thereto was made
contingent upon the death of the designated Beneficiary so
incapacitated. In such case the portion of the death benefit which
otherwise would be payable to the incapacitated designee shall be paid
in accordance with the foregoing order of preference.

G. No Benefit Due Until Amount Determined. In case the entire amount of any
benefit provided  hereunder shall become payable under the provisions of Article
Nine before such amount can be fully determined, then notwithstanding such other
provisions  to the contrary,  such benefit  shall be payable  within thirty (30)
days after the entire amount  thereof can be fully  determined.  No  participant
hereunder  shall have the right to compel the Trustee to make any payment out of
the Plan Trust except as provided in this Article Eleven.

     H. Direct Rollovers. This section applies to distributions made on or after
January 1, 1993. Notwithstanding any provisions to the plan to the contrary that
would otherwise limit a Distributee's election under this Article, a Distributee
may elect, at the time and in the manner  prescribed by the Plan  Administrator,
to have any portion of an Eligible  Rollover  Distribution  paid  directly to an
Eligible Retirement Plan specified by the Distributee in a Direct Rollover.

     1. Eligible Rollover  Distribution - An Eligible  Rollover  Distribution is
any  distribution  of all or any  portion  of the  balance  to the credit of the
Distributee  except that an Eligible Rollover  Distribution does not include any
distribution  that is one of a series of substantially  equal periodic  payments
(not less frequently than annual) made for the life (or life  expectancy) of the
Distributee or the joint lives (or joint life  expectancies)  of the Distributee
and the  Distributee's  designated  beneficiary or for a specified period of ten
years or more;  any  distribution  to the extent such  distribution  is required
under Section  401(a)(9) of the Code; and the portion of any distribution  which
is not  includible in gross income  (determined  without regard to the exclusion
for net unrealized appreciation with respect to employer securities).

     2. Eligible  Retirement Plan - An Eligible Retirement Plan is an individual
retirement  account  described  in  Section  408(a) of the Code,  an  individual
retirement  annuity described in Section 408(b) of the Code, and an annuity plan
described  in Section  403(a) of the Code,  or a qualified  trust  described  in
Section  401(a) of the Code that  accepts the  Distributee's  Eligible  Rollover
Distribution.  However, in the case of an Eligible Rollover  Distribution to the
surviving  spouse,  an  Eligible  Retirement  Plan is an  individual  retirement
account or individual retirement annuity.


<PAGE>
     3. Distributee - A Distributee includes an Employee or former Employee.  In
addition,   the  Employee's  or  former  Employee's  surviving  spouse  and  the
Employee's  or former  Employee's  spouse or former  spouse who is the alternate
payee under a Qualified Domestic Relations Order as defined in Section 414(p) of
the Code are  Distributees  with respect to the interest of the spouse or former
spouse.

     4.  Direct  Rollover  - A Direct  Rollover  is a payment by the plan to the
Eligible Retirement Plan specified by the Distributee.

                                 ARTICLE TWELVE
                               WITHDRAWALS - LOANS

     A. Withdrawals

     1. A participant  having any Class 3 units or Class 7 units (subject to the
restriction set forth in Article Twenty)  credited to his or her account may, by
submitting to the Administrative Committee at any time his or her election so to
do,  withdraw any portion or all of the current value of such units.  To provide
the funds for any such  withdrawal,  units shall be canceled as of the valuation
thereof at the end of the month  preceding the  participant's  request,  and the
amount so  determined  shall be payable to the  participant  promptly and in any
case within sixty days after the date of such request.

     2. Any  participant  having  attained  the age of 59 2 years may,  although
continuing in the employment of the Employer,  upon request in writing submitted
to the  Administrative  committee,  effect  the  withdrawal  of the value of his
entire  accrued  benefit under the plan (but no less than such amount) as of any
Valuation Date. such request must be received by the Committee no later than the
Valuation  Date with respect to which the withdrawal is to be made. For purposes
of this provision the term 'accrued  benefit" shall have reference to the sum of
all classes of units credited to the account of the  participant,  to the extent
of his vested interest therein.

     A withdrawal  made pursuant to the provisions of this subpart shall have no
effect upon the withdrawing  participant's eligibility to share in contributions
of the Employer made  coincident  with or subsequent to the Valuation Date as of
which the withdrawal is made.


<PAGE>
     In the  event  a  withdrawing  participant  shall,  as of the  date  of the
withdrawal,  have any loan  indebtedness  to the plan  outstanding,  the  amount
withdrawn  shall first be applied by the Trustee to the extent required to fully
satisfy such  indebtedness and the balance of such amount then be distributed to
the participant.

     3(a) A Participant  having any Class 9 units credited to his or her account
may, by submitting  to the  Administrative  Committee the required  information,
withdraw any portion or all of the current  value of Class 9 units,  except that
amount attributable to earnings on elective deferrals accrued after December 31,
1988,  to the extent  necessary  to satisfy a hardship of the  Participant.  For
purposes  of this  section,  hardship  is  defined  as an  immediate  and  heavy
financial need of the  Participant.  Hardship  distributions  are subject to the
spousal  consent  requirements  contained in Sections  401(a)(11) and 417 of the
Code.

     3(b) The following are the only needs considered immediate and heavy:

     (1)  Expenses  for medical  care  described  in Section 213 (d) of the Code
previously  incurred  by  the  Participant,  the  Participant's  spouse,  or any
dependents of the Participant,  or necessary for these persons to obtain medical
care described in Section 213 (d) of the Code.

     (2) Costs directly related to the purchase of a principal residence for the
Participant (excluding mortgage payments).

     (3)  Payments of tuition and related  educational  fees for the next twelve
months  of  post-secondary  education  for the  Participant,  the  Participant's
spouse, children or dependents.

     (4) Payments  necessary to prevent the eviction of the Participant from the
Participant's  principal  residence  or  foreclosure  on the  mortgage  on  that
residence.

     3(c)  The  maximum  amount  that  may  be  withdrawn  in  the  event  of  a
Participant's  hardship  is the  lesser  of (1) the  value of the  Class 9 units
credited to his or her  account  less that  amount  attributable  to earnings on
elective deferrals accrued after December 31, 1988, and (2) the amount needed to
satisfy the immediate and heavy  financial need of the  Participant.  The amount
may include any amounts  necessary  to pay any  federal,  state or local  income
taxes or penalties reasonably anticipated to result from the distribution.


<PAGE>
     (d) To obtain a hardship distribution, a Participant must have obtained all
distributions,  other than hardship  distributions,  and all  nontaxable (at the
time of the loan) loans currently  available  under all plans  maintained by the
Employer.

     (e) Any Participant who obtains a hardship  distribution  (1) is prohibited
from making any  elective  deferrals  or elective  contributions  to this or any
other plan maintained by the Employer for twelve months after the receipt of the
hardship distribution; (2) must limit any elective deferral to this or any other
plan  maintained  by the Employer  for the next  taxable year to the  applicable
limit  under  Section  402(g) of the Code for that year minus the  Participant's
elective contributions for the year of the hardship distribution.

     B. Loans.

     1. Upon the application of a participant the Administrative  committee may,
as investments of Fund A, grant one or more loans to such participant,  provided
that no loan shall be made after  October 18,  1989 unless all of the  following
conditions are satisfied:

     (a) The amount loaned must not exceed the greater of (i), 50% of the vested
portion of the borrower's  accrued benefit under the Plan (considering  units of
all classes) and (ii) $50,000, reduced by the excess, if any, of (1) the highest
outstanding  balance of loans of the borrower  from the Plan during the one-year
period ending on the day before the date on which the loan is made, over (2) the
outstanding  balance of loans of the borrower from the Plan on the date on which
such  loan is  made.  This  limitation  shall  apply  to the  total  outstanding
principal  balance of all loans to a participant from all qualified plans of the
Employer.

     (b) Loans  shall be made  available  to all  participants  on a  reasonably
equivalent basis.


<PAGE>
     (c) Loans shall be adequately secured. This provision shall be satisfied in
the case of Active  Participants  by a pledge of 50% of the  borrower's  accrued
benefit under the Plan (at the time the loan is made) to insure repayment of the
loan indebtedness. The pledge of 50% of the borrower's accrued benefit under the
Plan shall  attach  first to all  classes of units  maintained  on behalf of the
Participant  other  than  Class 9 units.  Class 9 units  shall be pledged by the
Participant  only if the value of all  classes  of units  other than Class 9 are
insufficient  to  provide  adequate  security  for the loan.  Any  amount of the
principal or interest on any loan made to an Active  Participant  which  remains
unpaid  shall be withheld  from any  distribution  to which the  borrower or his
beneficiary(ies)  becomes entitled.  In the case of loans to Participants not in
the employ of the Employer at the time the loan is made,  if the  Administrative
Committee  authorizes such loans, the  Administrative  Committee shall determine
the type and amount of additional security required, if any.

     (d) No loan shall be made to a married participant unless,  before the loan
proceeds are  distributed,  the  Administrative  Committee has been furnished in
writing the consent of the  borrower's  spouse to the loan.  Such writing  shall
acknowledge  the effect of the loan on the  borrower's  accrued plan benefit and
shall be either  witnessed  by a member of the  Committee  or a designate of the
Committee,  or acknowledged  before a notary public.  Such spousal consent shall
thereafter be binding with respect to the  consenting  spouse or any  subsequent
spouse with respect to the loan to which consent is made. A new consent shall be
required if the loan is renegotiated, extended, renewed or otherwise modified.

     (e) All  loans  shall  bear a  reasonable  rate  of  interest.  Unless  the
Administrative Committee establishes a different rate of interest at any time or
from  time to  time,  the rate of  interest  applicable  to  loans  shall be the
publicly  announced  prime rate of interest for commercial  loans charged by the
Commercial  Banking  Department of UMB Bank,  n.a. on the date the loan is made,
except that the rate of  interest  for loans  greater  than 5 years shall be the
prime rate of interest plus one.

     (f) No loan may be made  for a period  greater  than 5  years,  unless  the
borrowing  participant  certifies to the Committee that the proceeds of the loan
will be used  exclusively  for the  acquisition  of a  dwelling  unit to be used
within a reasonable time as the principal residence of the Participant, in which
case the period of the loan shall not exceed twenty years.

     (g) All  loans  made  hereunder  shall be  repaid  in  substantially  equal
amortization,  with  payments made monthly over the term of the loan. In case of
an active  participant  the loan  shall be repaid by payroll  deduction  and the
written  authorization  of the  participant  to the  Employer to  withhold  such
payments monthly shall be a condition precedent to the granting of the requested
loan.


<PAGE>
     (h) No loan shall be made in any principal sum less than $500,000.

     (i)  Application  for  loans  shall  be  made  on  forms  approved  by  the
Administrative  Committee,  which  forms  shall be made  available  by the Human
Resources Department of the Employer, or by any member of the Committee,  to any
participant upon request.

     (j) No  loan  may be made  to a  participant  who,  at the  time of  making
application  therefor,  has no vested  interest in his accrued benefit under the
Plan. For purposes of the Truth In Lending Act, application of this provision to
any  participant  requesting  a loan shall not be deemed a  rejection  of a loan
application.

     (k) A loan shall be deemed in default  ten days after the date when any two
consecutively  scheduled  payments of principal and interest  become due and are
unpaid. The Administrative Committee shall review all loans in default status at
least once during each  calendar  quarter and shall to the extent  necessary  to
satisfy  the entire  loan  indebtedness  cause a  liquidation  to be made of the
accrued  benefit  of the  Participant  whose  loan  is in  default  at any  time
Committee  determines  the Plan to be in  jeopardy of any loss of  principal  or
interest by reason of the defaulted  loan.  However,  unless the  Participant is
otherwise  entitled  to  a  distribution  under  the  Plan,  the  Administrative
Committee  shall not cause  liquidation of any Class 9 units to satisfy any note
which is in default.  Similarly,  the  Administrative  Committee shall cause the
liquidation  of any other  property  securing the loan to be made  whenever such
action is deemed necessary to protect the Plan from loss.

                                ARTICLE THIRTEEN
                    INALIENABILITY OF BENEFITS - EXCEPTIONS -
                           DESIGNATION OF BENEFICIARY

     A. Subject to the  provisions  of Article Ten the interest of a participant
hereunder  in the Trust,  and the right of any person to receive  any payment of
any  benefit  provided  hereunder  from the  Trustee,  shall not be  subject  to
assignment or  alienation,  or in any manner be  transferable  or  encumberable,
either by voluntary or involuntary  act of such  participant or other person nor
subject to attachment,  execution,  garnishment,  sequestration or seizure under
any legal,  equitable or other process,  except that such participant shall have
the right revocably to designate a beneficiary or  beneficiaries  to receive any
death benefit payable hereunder, in the manner set, forth in this Article.


<PAGE>
     The foregoing  prohibition shall not, however,  restrict the reduction of a
participant's  interest  by the  Trustee  for the  purpose  of  satisfying  such
participants'  indebtedness  to the Trust by reason of any loan made pursuant to
the  provisions  of the  Plan.  Neither  shall  such  prohibition  apply  to the
creation,  assignment,  or  recognition  of a right to any benefit  payable with
respect to a participant  pursuant to a domestic relations order,  provided that
such order has been determined to be a qualified  domestic  relations  order, as
defined in section 414(p) of the Code.

     B. At any time  and from  time to time,  each  participant  shall  have the
unrestricted  right to designate one or more  individuals  as a  beneficiary  to
receive any death benefit payable hereunder,  and may designate a trust or other
legal entity as a beneficiary. He shall also at all times enjoy the unrestricted
right to revoke or amend any such designation.  No person, natural or otherwise,
other than an individual widowed by the death of a participant,  shall, however,
be entitled to any death benefit by reason of any such  designation,  regardless
of when made,  to the extent  that such  benefit  exceeds  fifty  percent of the
nonforfeitable  accrued benefit of the deceased participant,  unless the widowed
individual  had,  in  writing  witnessed  by a Plan  representative  or a notary
public,  consented to the participant's  Qualified  Election to waive receipt of
benefits as a qualified  preretirement  survivor  annuity.  Each  designation of
beneficiary  shall be on a form provided by or acceptable to the  Administrative
Committee and shall be signed by the participant.  No designation shall be valid
unless filed with the Committee during the lifetime of the participant.

     C. Any  contribution  made by the  Employer  because of a mistake of a fact
shall be  returned to the  Employer  within one year of such  contribution.  Any
contribution  made by the Employer which is conditional  upon the Plan's initial
qualification  under the Code shall be returned to the Employer  within one year
after the date such initial qualification is denied, but only if the application
for the  qualification  is made by the time  prescribed  by law for  filing  the
Employer's tax return for the taxable year in which the Plan is adopted, or such
later date as the  Secretary of the Treasury may  prescribe.  All  contributions
made by the Employer are conditioned on the  deductibility  of such amount under
Section 404 of the Code and shall be returned to the Employer,  to the extent of
the amount disallowed,  within one year after the disallowance of the deduction.
In  the  event  that  a  contribution  is  made  to the  Plan  conditioned  upon
qualification of the Plan as amended, such contribution shall be returned to the
Employer upon the determination that the amended Plan fails to qualify under the
Internal Revenue Code provided that:

     1. the Plan amendment is submitted to the Internal  Revenue  Service within
one year from the date the amendment is adopted: and


<PAGE>
     2. such  contribution is returned to the Employer within one year after the
date the Plan's requalification is denied.

     Any  amount  returned  to the  Employer  under  this  Section  shall not be
increased by any gain  allocable to the  contribution  but shall be decreased by
any loss properly allocable thereto.

                                ARTICLE FOURTEEN
                            ADMINISTRATIVE COMMITTEE

     A. Appointment and Membership of the Administrative Committee. The Board of
Directors of United Missouri shall appoint a Committee of three or more persons,
at least a majority  of whom are  participants  in the Plan,  to be known as the
Administrative  Committee.  Members of the  Administrative  Committee shall hold
office at the  pleasure  of the  Board,  and  shall  serve as such  until  their
respective successors are appointed.

     B.  Organization  of  the  Administrative   Committee.  The  Administrative
Committee  shall  appoint a Chairman and Secretary  from among its members.  The
Administrative Committee, as it may deem necessary for the effective performance
of its duties,  may  delegate  to such  agents  such powers and duties,  whether
ministerial  or   discretionary,   such   Committee   shall  deem  expedient  or
appropriate.   The   compensation   of  such  agents   shall  be  fixed  by  the
Administrative  Committee. The proper expenses of the Administrative  Committee,
including the  Compensation of its agents,  shall be paid by the Employers.  The
Administrative  Committee  shall  act  by  majority  vote.  The  members  of the
Administrative Committee shall serve without Compensation.

     C. Plan Administrator.  United Missouri shall be the "Administrator" of the
Plan as defined in section  3(16)(A) of ERISA and shall be  responsible  for the
performance  of all reporting  and  disclosure  obligations  under ERISA and all
other   obligations   required  or   permitted  to  be  performed  by  the  Plan
Administrator under ERISA. United Missouri shall be designated agent for service
of legal process.

     D.   Responsibility   for   Administration  of  the  Plan  and  Trust.  The
Administrative  Committee  shall be  responsible  for,  and shall be the  "named
fiduciary"  as  defined  in  Section  402(a)  of  ERISA,  with  respect  to  the
management,  operation  and  administration  of the Plan.  The Trustee  shall be
responsible for, and shall be the "named fiduciary" as defined in Section 402(a)
of ERISA, with respect to the management and investment of the Trust Fund.


<PAGE>
     E. Powers of the Administrative  Committee.  The  Administrative  Committee
shall have complete control of the  administration  of this Plan with all powers
necessary to enable it properly to carry out its duties in that respect.  Not in
limitation,  but in  amplification  of the foregoing,  such Committee shall have
power  to  construe  the Plan and  determine  all  questions  that  shall  arise
hereunder and shall also have all the powers conferred upon it elsewhere herein.
The  Administrative  Committee shall determine all questions relating to (1) the
eligibility  of employees of the  Employers to  participant  hereunder,  (2) the
allocation of contributions hereunder among participants,  (3) the proportionate
interests of  participants,  respectively,  in the profit sharing trust, (4) the
identity of the persons who are entitled to receive benefits hereunder,  and (5)
the kind of benefits payable  hereunder to persons entitled to receive benefits.
All  payments of  benefits  hereunder  shall be made by the Trustee  upon and in
accordance with the written  instructions of the Administrative  Committee.  The
decisions of the  Administrative  committee upon all matters within the scope of
its authority shall be final.

     F. Agents and Allocation of Fiduciary Responsibilities.  The Administrative
Committee may:

     1. Employ agents to carry out nonfiduciary and fiduciary  responsibilities,
other than Trustee responsibilities as defined in section 405(c)(3) of ERISA;

     2. Consult with counsel, who may be counsel to the Employer;

     3. Appoint an investment  manager or managers,  as defined in Section 3(38)
of ERISA,  to manage  (including the power to acquire and dispose of) all or any
part of the assets of the Plan; and

     4. Provide for the  allocation  of fiduciary  responsibilities,  other than
Trustee  responsibilities  as defined in section  405(c)(3) of ERISA,  among its
members.

     The   performance   of   agents   and   fiduciaries   to   whom   fiduciary
responsibilities have been delegated shall be reviewed periodically.  Any person
or group of persons may serve in more than one  fiduciary  capacity with respect
to the Plan.

     G. Records of Administrative  Committee. All acts and determinations of the
Administrative  Committee  shall be duly recorded by the Secretary  thereof,  or
under his supervision,  and all such records, together with such other documents
as may be necessary for the  administration  of this Plan, shall be preserved in
the custody of such Secretary.


<PAGE>
     H. Exemption of the Administrative Committee from Liability. The members of
the Administrative Committee, and each of them shall be free from all liability,
joint and several,  for their acts,  omissions,  and conduct,  and for the acts,
omissions,  and conduct of their duly constituted  agents, in the administration
of the Plan; provided,  however, that no member of the Administrative  committee
shall be  relieved  from  responsibility  under Part 4,  Subtitle  B, Title I of
ERISA.  The  Employer  shall  indemnify  and save  harmless  the  Administrative
Committee  and each of its members  from the effects and  consequences  of their
acts, omissions, and conduct in their official capacity, but the foregoing shall
not operate to relieve any member of the Administrative Committee from liability
for his own misconduct  nor to require either  Employer to indemnify him against
the effects and consequences thereof.

                                 ARTICLE FIFTEEN
                              AMENDMENT OF THE PLAN

     The Board of Directors  of United  Missouri may amend this Plan at any time
and from time to time,  provided that no such amendment shall (1) vest or revest
in any of the Employers,  directly or indirectly,  any interest in, or ownership
of the assets  thereof or (2) make  possible  the  diversion  of any part of the
profit  sharing  trust to, or the use thereof  for,  any purpose  other than the
exclusive  benefit of  participants  hereunder and their  beneficiaries,  or (3)
reduce the number of units theretofore credited,  or creditable,  to the account
of any participant,  or (4) change the rights,  duties or  responsibility of the
Trustee  without the consent of the Trustee,  or (5) have the effect of reducing
or  eliminating  any  protected  benefit  described in section  411(d)(6) of the
Internal  Revenue  Code.  Except as  provided to the  contrary in the  preceding
sentence,  the Board of Directors  of United  Missouri may amend the Plan in any
manner that it deems expedient or proper.  Written notice of each such amendment
shall  be  given  to the  Administrative  Committee  and to  each  Employer  and
participant hereunder.

                                 ARTICLE SIXTEEN
                   RIGHT RESERVED TO DISCONTINUE CONTRIBUTIONS
                          AND TERMINATE PLAN -- EFFECT


<PAGE>
     A.  Discontinuance  of  Contributions  - Termination of Plan. The Employers
have adopted this Plan with the intention and expectation that from year to year
they will be able and will deem it  advisable  to make  their  contributions  as
herein  provided,  but the  Employers do not guarantee to make or to continue to
make such contributions,  and neither the Trustee nor the participants,  nor any
of them,  shall  have the  right to  enforce  the  payment  of any  contribution
hereunder by any of the  Employers.  In any event that the Board of Directors of
United Missouri shall decide that it is impossible or inadvisable to continue to
make its contributions as herein provided,  United Missouri shall have the power
to  terminate  its  participation  in the  Plan.  If the  respective  Boards  of
directors of all the Employers take similar action, then the Plan shall be fully
terminated.  One or more of the Employers  may,  however,  elect to continue the
Plan for the benefit of its or their employees,  with such amendments adopted by
such  Employer  or  Employers  as  it  or  they  may  deem  appropriate  in  the
circumstances.  In any such case,  United Missouri and the other Employers shall
give notice to the Administrative Committee of their respective actions, and the
Committee shall notify the Trustee and the participants accordingly.  No further
contribution  shall be made under the Plan by any Employer  which is terminating
the  Plan  as to its  participants,  and  with  respect  to  such  Employer  the
procedures  set out in Part B of this Article shall be carried out to the extent
applicable.

     B. Distribution Upon Termination of Plan. Upon the termination of the Plan,
if the Employers shall have made any part of their  contribution for the year in
which such termination occurs, the Administrative Committee shall:

     1.  Determine  the unit value of units of each of the Funds as of the close
of business on that date when the Plan was terminated,  in the manner  described
in Article Eight D, and

     2.  Create,  allocate  and  credit  to the  accounts  of  persons  who were
participants  hereunder  on the date  when the Plan was  terminated,  as of such
date, additional units in the applicable funds to represent the part, if any, of
the Employers'  contributions hereunder for the year in which termination occurs
which was paid by the  Employers  prior to the  termination  of the Plan, in the
manner provided in Article Eight D.

     The Administrative Committee shall then direct the Trustee to:

     (a) Pay and discharge all taxes and expenses of every kind, and

     (b) Pay all benefits then due and payable hereunder, and

     (c) Pay any benefits due hereunder, but not yet payable.

     After the payments  mentioned in the  foregoing  sentence  shall direct the
Trustee to distribute the remaining  assets of each fund to the persons who were
participants  hereunder  and were  interested  in such fund on the date when the
Plan was  terminated,  in the  proportion,  as to each  such  person,  which the
aggregate  number of units of the particular  fund credited to his account bears
to the total number of all outstanding units of such fund.


<PAGE>
     The Administrative Committee shall advise the Trustee as to the identity of
the persons entitled to receive  benefits,  and of the persons entitled to share
in the final distribution of the remaining assets of the funds and of the amount
of the benefit, or final  distribution,  to be made to each such person, and the
Trustee shall make distribution accordingly.

     3. Upon a termination of the Plan with respect to any group of participants
under  circumstances  constituting  a partial  termination of the Plan, and upon
complete  discontinuance  of  contributions  to the Plan,  the  interests of all
participants   affected   thereby   shall   thereupon   be  fully   vested   and
nonforfeitable. the Administrative Committee shall determine the date of partial
termination and designate the same as such Valuation Date. Any participant whose
participation  ceases as a result of a partial  termination of the Plan shall be
entitled to a  distribution  of his benefits in accordance  with the  provisions
hereof governing the distribution of termination benefit generally.

                                ARTICLE SEVENTEEN
                      WITHDRAWAL OF PARTICIPATING AFFILIATE

     Any  Participating  Affiliate may withdraw from the Plan whenever its Board
of Directors shall determine that it is impossible or inadvisable to continue to
make its contributions as herein provided, such withdrawal to be effective as of
the  end  of  the  Plan  Year  in  which  the  Board  of  Directors  makes  such
determination  and adopts  appropriate  resolutions  evidencing its intention to
withdraw.  As of the end of such year, the withdrawing  Affiliate shall make its
required  contribution,  to be  allocated  in  the  normal  course  as  if  such
withdrawal were not occurring.

     The  withdrawal  of the  Affiliate  shall not  affect the  distribution  of
benefits  to or  with  respect  to  participants  who  were  Employees  of  such
withdrawing Affiliate and who became entitled,  during the year of withdrawal or
prior thereto, to receive benefits under any of the provisions of the Plan.

     Following the making of year-end  adjustments  for such year to withdrawal,
the Administrative  Committee shall direct the Trustee to make distribution,  to
every  participant  who on the last  day of such  year  was an  Employee  of the
withdrawing  Affiliate  and who has not  transferred  to  another  Employer  and
thereby continued his participation,  of the value as of the end of such year of
all the units of the  respective  Funds  credited to such  former  participant's
account, and shall thereupon cancel such units.
<PAGE>
                                ARTICLE EIGHTEEN
          THE TRUST, THE TRUSTEE AND SUCCESSOR TO EMPLOYER AND TRUSTEE

     This Plan will be effectuated by a trust or trusts created by a Declaration
of  Trust  by the  Bank  and the  adoption  thereof  by  other  Employers.  Such
Declaration  of Trust will conform to the provisions of the Plan and form a part
thereof,  so that the rights of all  persons  under the Plan shall be subject to
the terms  and  provisions  of such  Declaration  of  Trust,  as the same may be
amended from time to time. All references herein to the Bank as Trustee shall be
deemed to include as  substitute  Trustee the successor to the Bank by merger or
consolidation  (and any  successor  thereof) as provided in the  Declaration  of
Trust as amended.  In the event of the merger of the Bank with another  national
banking association  pursuant to which merger such other bank succeeds to all or
substantially  all of the business and assets of the Bank as the surviving  bank
of such  merger,  and becomes the  employer of all or  substantially  all of the
employees of the Bank then such  surviving Bank shall be and become the Employer
Bank  hereunder  if it by virtue of the  merger  agreement  or other  instrument
agrees to  assume  and does  assume  the  obligations  of the Bank as one of the
Employers  hereunder if it by virtue of the merger agreement or other instrument
agrees to  assume  and does  assume  the  obligations  of the Bank as one of the
Employers  hereunder.  In such case this Plan shall not be deemed  suspended  or
terminated but shall continue without interruption; and the participation of any
Employee who  transfers  employment  to the new  Employer  Bank upon such merger
shall not be deemed  terminated or interrupted nor shall such transfer be deemed
a termination of employment or of participation in the Plan. Thereafter, for all
purposes of the Plan the service of any Employee of the new Employer Bank who so
transferred  employment  at the time of the merger  shall  include  his  service
following the merger and also his service with his former Employer  hereunder as
credited to him  immediately  preceding the merger in  accordance  with the Plan
provisions heretofore defining service.

                                ARTICLE NINETEEN
                                CLAIMS PROCEDURE

     A.  Filing a Claim.  No person  entitled  to a benefit  hereunder  shall be
required to make  application  therefor.  However,  in the event an  anticipated
benefit  has not  been  paid in  accordance  with the  expectations  of a person
believing  himself entitled  thereto,  a request for a Plan benefit may be filed
with the Secretary of the  Administrative  Committee or with his designee,  on a
form prescribed by the  Administrative  Committee.  Such a request,  hereinafter
referred to as a "claim",  shall be deemed filed with the executed claim form is
received by the Secretary of the Administrative Committee or by his designee.


<PAGE>
     B. Deciding a Claim.  The Secretary of the  Administrative  Committee or in
his absence the Chairman, after consulting, where practicable, with at least two
other  members of the  Committee,  shall decide such a claim within a reasonable
time  after it is  received.  If a claim is  wholly  or  partially  denied,  the
claimant  shall  be  furnished  a  written  notice  setting  forth  in a  manner
calculated to be understood by him:

     1. The specific reason or reasons for the denial;

     2. A specific reference to pertinent Plan provisions on which the denial is
based;

     3. A description  of any additional  material or information  necessary for
the  claimant to perfect the claim and an  explanation  of why such  material or
information is necessary; and

     4.  Appropriate  information  as to the  steps to be taken if the  claimant
wishes to appeal  his  claim,  including  the  period in which the claim must be
filed and the period in which it will be decided.

     The notice shall be furnished to the claimant  within 90 days after receipt
of  the  claim  by  the  Secretary  of the  Administrative  Committee  or by his
designee,  unless  special  circumstances  require an  extension of the time for
processing the claim.  No extension shall be for more than 90 days after the end
of the  initial  90 day  period.  If an  extension  of time  for  processing  is
required,  written  notice of the  extension  shall be furnished to the claimant
before the end of the initial 90 day period. The extension notice shall indicate
the special circumstances requiring an extension of time and the date by which a
final  decision will be rendered.  Participants  shall be informed in writing of
the time limits set forth in this paragraph.

     C.  Appealing a Claim.  If a claim is denied,  the  claimant may appeal the
denial to the  Administrative  Committee  upon  written  application  to it. The
claimant may review documents  pertinent to the appeal and may submit issues and
comments  in  writing  to the  Administrative  Committee.  No  appeal  shall  be
considered unless it is received by the  Administrative  Committee within ninety
(90) days after receipt by the claimant of written notification of denial of the
claim.  The  Administrative  Committee shall decide the appeal within sixty (60)
days after it is received.  The Administrative  Committee's decision shall be in
writing and shall include specific reasons for the decision, written in a manner
calculated  to be understood  by the  claimant,  and specific  references to the
pertinent Plan provisions upon which the decision is based.

                                 ARTICLE TWENTY
               ROLLOVERS AND TRANSFERS FROM IRA'S AND OTHER PLANS


<PAGE>
     A. IRA. An  Employee  who has  previously  received a  distribution  from a
qualified retirement plan and who has rolled over (directly or otherwise) all of
a portion of the distribution to an Individual  Retirement Account or Individual
Retirement Annuity,  (hereinafter collectively referred to as an "IRA") to which
no other  funds  have been  contributed,  may roll over all or a portion  of the
amount in the IRA to the Trustee of this Plan for the  creation of Class 7 units
which shall be credited to the Employee's account.

     B. Other Qualified Retirement Plan.

     1. Rollover. An Employee who has an interest in a qualified retirement plan
of a former  employer  may roll over all or a  portion  of the  interest  in the
qualified  retirement  plan to this Plan, so long as the rollover is received by
the  Trustee not later than the  sixtieth  day  following  the date on which the
Employee  received the  distribution  from the qualified  retirement plan of the
former  employer.  Any amount rolled over shall create Class 7 units which shall
be credited to the Participant's account.

     2.  Direct  Rollover.  An  Employee  who  has an  interest  in a  qualified
retirement  plan of a former  employer may make a Direct Rollover (as defined in
Article  Eleven,  Section H) to this Plan of all or a portion of the interest in
the qualified  retirement  plan.  Any amount  directly  rolled over shall create
Class 7 units which will be credited to the Employee's account.

     3. Transfer. An Employee who has an interest in a qualified retirement plan
of a former  employer  may,  with the  consent of the  Trustee,  transfer to the
Trustee  of this  Plan all or a portion  of the  Participant's  interest  in the
qualified  retirement  plan.  Any amount  transferred  to this Plan shall create
units as follows, which will be credited to the Employee's account:

     (a) Amounts representing voluntary after-tax  contributions and earnings on
those contributions shall create Class 3 units.

     (b) Amounts representing employer profit sharing contributions and earnings
on those contributions shall create Class 7 units.

     (c)  Amounts  representing  elective  deferral  contributions  to a cash of
deferral  arrangement  (Section 401(k)) and earnings on those  contributions and
employer  matching  contributions  made in  conjunction  with elective  deferral
contributions and earnings on those contributions shall create Class 9 units.


<PAGE>
     4. United  Missouri  Revised  Retirement  Plan.  A  Participant  who has an
interest in the United  Missouri  Revised  Retirement  Plan may transfer to this
Plan upon the termination of the United Missouri Revised  Retirement Plan all of
the Participant's  interest in the United Missouri Revised  Retirement Plan. Any
amount transferred to this plan shall create Class 2 units. Rollover or transfer
contributions of the type and nature described in this Article shall be credited
to  the  Participant  involved  as of the  regularly  scheduled  Valuation  Date
coincident with or next following receipt of the contribution by the Trustee.

     An Employee  need not be a  Participant  to utilize the  provisions of this
Article Twenty.  However,  an Employee  becomes a Participant to the extent this
Article Twenty is utilized.

                               ARTICLE TWENTY-ONE
                              TOP-HEAVY PROVISIONS

     A.  Provisions  of this  Article  Controlling.  In the event the Plan is or
becomes  "Top-heavy"  in any Plan Year  beginning  after  December 31, 1983, the
provisions of this Article shall become effective with respect to such Plan Year
and will supersede any conflicting provisions in the Plan.

     B. Top-Heavy Definition:

     1. Key Employee or former Employee (and the Beneficiaries of such Employee)
who at any time during the  determination  period was an officer of the Employer
if such individual's  annual  Compensation  exceeds one hundred fifty percent of
the dollar  limitation  under  section  415(c)(1)(A)  of the Code,  an owner (or
considered  an owner  under  section  318 of the Code) of one of the ten largest
interests in the Employer if such individual's  Compensation exceeds one hundred
percent of such dollar  limitation,  a five percent owner of the Employer,  or a
one percent  owner of the Employer who has an annual  Compensation  of more than
$150,000. The determination period is the Plan year containing the Determination
date and the 4 preceding Plan Years. The  determination of who is a Key Employee
will  be  made  in  accordance  with  section  416(i)(1)  of the  Code  and  the
regulations thereunder.

     2. Top-Heavy  Plan:  For any Plan Year  beginning  after December 31, 1983,
this Plan is top-heavy if any of the following conditions exists:

     (a) If the  Top-Heavy  Ratio for this Plan exceeds  sixty  percent and this
Plan is not part of any Required  Aggregation  Group or  Permissive  Aggregation
Group of plans.


<PAGE>
     (b) If this Plan is part of a Required  Aggregation  Group of plans but not
part of a Permissive  Aggregation Group and the Top-Heavy Ratio for the group of
plans exceeds sixty percent.

     (c) If this  Plan is part of a  Required  Aggregation  Group  and part of a
Permissive Aggregation Group of plans and the Top-Heavy ratio for the Permissive
Aggregation Group exceeds sixty percent.

     3. Top-Heavy ratio:

     (a) If the  Employer  maintains  one or  more  defined  contribution  plans
(including  any  Simplified  Employee  Pension  Plan) and the Employer has never
maintained any defined benefit plan which during the 5-year period ending on the
Determination Date(s) has or has had accrued benefits,  the Top-Heavy Ratio is a
fraction,  the numerator of which is the sum of the account  balances of all Key
Employees  as of the  Determination  Date  (including  any  part of any  account
balance distributed in the 5-year period ending on the Determination  Date), and
the denominator of which is the sum of all account balances  (including any part
of  any  account  balance  distributed  in  the  5-year  period  ending  on  the
Determination  Date) of all Participants as of the Determination  Date. Both the
numerator and  denominator  of the  Top-Heavy  Ratio are adjusted to reflect any
contribution which is due but unpaid as of the Determination Date.


<PAGE>
     (b) If the  Employer  maintains  one or  more  defined  contribution  plans
(including any Simplified  Employee Pension Plan) and the Employer  maintains or
has maintained one or more defined  benefit plans which during the 5-year period
ending on the  Determination  Date(s) has or has had any accrued  benefits,  the
Top-Heavy Ratio for any Required or Permissive  Aggregation Group as appropriate
is a fraction,  the numerator of which is the sum of account  balances under the
aggregated defined contribution plan or plans for all Key Employees,  determined
in accordance  with (a) above,  and the Present Value of accrued  benefits under
the  aggregated  defined  plan  or  plans  for  all  Key  Employees  as  of  the
Determination  Date(s),  and the  denominator of which is the sum of the account
balances  under  the  aggregated  defined  contribution  plan or  plans  for all
Participants,  determined in accordance with (a) above, and the Present Value of
accrued benefits under the defined benefit plan or plans for all Participants as
of the Determination  Date(s),  all determined in accordance with section 416 of
the Code and the regulations  thereunder.  The accrued  benefits under a defined
benefit plan in both the numerator and  denominator  of the Top-Heavy  Ratio are
adjusted for any distribution of an accrued benefit made in the five-year period
ending on the Determination Date.

     (c) For purposes of (a) and (b) above the value of account balances and the
Present  Value of accrued  benefits  will be  determined  as of the most  recent
Valuation Date that falls within or ends with the 12-month  period ending on the
Determination  Date,  except  as  provided  in  section  416 of the Code and the
regulations  thereunder  for the first and second Plan Years of defined  benefit
Plan. The account  balances and accrued benefits of a Participant (i) who is not
a Key  Employee  but who was a Key  Employee in prior year,  or (ii) who has not
received any  Compensation  from any Employer  maintaining  the plan at any time
during the 5-year period ending on the  Determination  Date will be disregarded.
The calculation of the Top-Heavy Ratio,  and the extend to which  distributions,
rollovers,  and transfers are taken into account will be made in accordance with
section  416 of the Code and the  regulations  thereunder.  Deductible  Employee
contributions  will not be taken into  account  for  purposes of  computing  the
Top-Heavy  Ratio.  When  aggregating  plans the value of  account  balances  and
accrued  benefits will be calculated with reference to the  Determination  Dates
that fall within the same calendar year.

     (d) Permissive  Aggregation Group: The Required  Aggregation Group of plans
plus any other plan or plans of the Employer  which,  when considered as a group
with the Required  Aggregation Group, would continue to satisfy the requirements
of sections 401(a)(4) and 410 of the Code.

     (e) Required  Aggregation Group: (1) Each qualified plan of the Employer in
which at least one Key Employee  participates,  and (2) any other qualified plan
of the Employer which enables a plan  described in (1) to meet the  requirements
of sections 401(a)(4) and 410 of the Code.

     (f) Determination Date: The last day of the preceding Plan Year.

     (g) Present  Value:  Present  Value shall be based only on the interest and
mortality rates employed with respect to the Employer's defined benefit Plan.


<PAGE>
     C. The Employer has designated its defined benefit plan, to-wit, the United
Missouri Revised  Retirement Plan, to satisfy the minimum benefits  requirements
of Internal Revenue Code section 416(c).  However, in the event such designation
shall for any reason be ineffective,  the Employer contributions  respecting any
Plan Year for which the  provisions of this Article are in effect,  allocated on
behalf of any Participant who is not a Key Employee,  shall be not less than the
lesser of three  percent  of such  Participant's  Compensation,  or the  largest
percentage  at which  contributions  are made (or required to be made) under the
Plan for the Key Employee for whom such  percentage  is the highest for the Plan
Year. In  determining  the largest  percentage  for purposes of the  immediately
preceding sentence, Compensation of such Key Employee in excess of $200,000, and
any  contribution  or  benefit  relating  to the  Social  Security  Act shall be
disregarded.  Such  minimum  allocation,  as so  determined,  shall be made even
though,  under other Plan  provisions,  the  Participant  would not otherwise be
entitled to receive an  allocation,  or would have received a lesser  allocation
for the Plan Year because of the  Participant's  failure to complete 1,000 Hours
of Service.  Such minimum allocation,  however, need not be made with respect to
any Participation not employed by the employer on the last day of the Plan Year.
To the extent any such  minimum  allocation  required  to be made  hereunder  is
nonforfeitable  (as required by Code Section  416(b)) such allocation may not be
forfeited for the causes set forth at Code section 411(a)(3)(B) or 411(a)(3)(D).

     D. For any Plan  Year with  respect  to which  the Plan is  top-heavy,  the
following  vesting  schedule  shall apply to all benefits  within the meaning of
Code section  411(a)(7)  except those  attributable  to Employee  contributions,
including  benefits  accrued  before the effective  date of Code section 416 and
benefits accrued before the Plan became top-heavy:

<PAGE>

                  Completed Years of Service      Vesting Percentage
                  ____________________________________________

                                      2                 20
                                      3                 40
                                      4                 60
                                      5                 80
                                  6 or more            100

     No reduction in vested benefits may occur in the event the Plan's status as
top-heavy changes for any Plan Year.

     The provisions of this section do not apply to the account  balances of any
Employee  who does  not have an Hour of  Service  after  the Plan has  initially
become  top-heavy.  Such  Employee's  account  balance  attributable to Employer
contributions and forfeitures will be determined without regard to this section.


<PAGE>
     Anything  herein to the  contrary  notwithstanding,  in any case  where the
vesting schedule of the Plan is amended,  the  nonforfeitable  percentage of the
account  balance of any person who is a participant on the later of the date the
amendment  is adopted or effective  (such  balance to be  determined  as of such
date)  must be not  less  than his or her  percentage  computed  under  the Plan
without  regard  to  such  amendment.   Each  participant  whose  nonforfeitable
percentage  of his or her  account  balance is  determined  under  such  amended
vesting  schedule,  and who has  completed  at least  three years of service for
vesting, may make an irrevocable election during the election period to have the
nonforfeitable  percentage  of his or her  accrued  benefit  determined  without
regard to such amendment.  For purposes hereof,  the election period shall begin
on the date of adoption of the  amendment and end on the latest of the following
dates:

     (i) The date which is 60 days after the day the plan amendment is adopted,

     (ii) The date  which is 60 days  after the day the plan  amendment  becomes
effective, or

     (iii) The date  which is 60 days  after the day the  participant  is issued
written notice of the plan amendment by the Administrative Committee.

                               ARTICLE TWENTY-TWO
                                  MISCELLANEOUS

     Participation  under this Plan shall not give any  Employee the right to be
retained in the employ of his  Employer.  All benefits  payable  under this Plan
shall be paid solely out of the profit sharing trust and no Employer assumes any
liability or responsibility  therefor. The headings of sections are inserted for
convenience of reference only and are to be ignored in any  construction  of the
provisions hereof. In the construction of this Plan, the masculine shall include
the feminine and the singular the plural in all cases where such meanings  would
be  appropriate.  The  Administrative  Committee  shall keep copies of this Plan
available at its office for the inspection of  participants,  employees,  and of
other persons who may in any manner be concerned with the Plan.

     In the case of any merger or  consolidation  with, or transfer of assets or
liabilities  to any other plan,  each  participant in the Plan (if the plan then
terminates) shall receive a benefit immediately after the merger, consolidation,
or  transfer  which is equal to or greater  than the  benefit he would have been
entitled to receive immediately before the merger, consolidation or transfer (if
the Plan had then terminated).

<PAGE>
     IN WITNESS  WHEREOF,  United  Missouri  Bancshares,  Inc.,  has caused this
instrument to be executed by its duly authorized officers and its corporate seal
to be affixed hereto this 5th day of December, 1991.


                                   UNITED MISSOURI BANCSHARES, INC.


                                   By:      /s/ Malcolm M. Aslin, President
                                            _______________________________


ATTEST:


/s/ David W. Miller
____________________________

<PAGE>
                                   EXHIBIT 5.1

                           SHOOK, HARDY & BACON L.L.P.
                         1010 Grand Boulevard, 5th Floor
                        Kansas City, Missouri 64106-0607

                            Telephone: (816) 474-6550
                               Fax: (816) 842-3190


                                                 October 16, 1998

UMB Financial Corporation
1010 Grand Boulevard
Kansas City, MO  64141-6692

     Re: UMB Profit  Sharing and 401(k) Savings Plan  Registration  Statement on
Form S-8

Ladies and Gentleman:

     We have acted as special counsel to UMB Financial  Corporation,  a Missouri
corporation   (the  "Company"),   in  connection   with  the   registration  of
participation  interests in the UMB Profit  Sharing and 401(k) Savings Plan (the
"Plan"),   pursuant  to  the   above-referenced   Registration   Statement  (the
"Registration  Statement")  under the  Securities  Act of 1933,  as amended (the
"Securities  Act"),  filed on this date by the Company with the  Securities  and
Exchange Commission (the "Commission").

     We  have  examined  copies  of (i) the  Articles  of  Incorporation  of the
Company, as amended (the "Charter"),  (ii) the Bylaws of the Company,  (iii) the
Plan, (iv) the Registration Statement,  and (v) resolutions adopted by the Board
of  Directors  of  the  Company  relating  to the  matters  referred  to  herein
(collectively referred to as the "Documents").

     In expressing the opinions set forth below, we have assumed,  and so far as
is known to us there are no facts  inconsistent  therewith,  that all  Documents
submitted to us as originals and  authentic,  all  documents  submitted to us as
certified  or  photostatic  copies  conform  to  the  original  documents,   all
signatures on all such  Documents are genuine,  all public  records  received or
relied upon by us or on our behalf are true and complete, and all statements and
information contained in the Documents are true and complete.

     Based on the foregoing,  it is our opinion that, upon  effectiveness of the
Registration Statement,  the participation interests in the Plan will be legally
issued, fully paid and nonassessable.


<PAGE>

October 16, 1998 SHOOK, HARDY & BACON L.L.P. Page 2





     The  foregoing  opinion is limited to the laws of the State of Missouri and
of the United  States of  America,  and we do not  express  any  opinion  herein
concerning any other law. We assume no obligation to supplement  this opinion if
any  applicable  law changes  after the date hereof or if we become aware of any
fact that might change the opinion expressed herein after the date hereof.

     This  opinion is being  furnished to you for your  benefit,  and may not be
relied upon by any other person  without our prior  written  consent.  We hereby
consent  to the  filing  of  this  opinion  as an  exhibit  to the  Registration
Statement and to the use of the name of our firm therein.

                                                     Very truly yours,



                                                     SHOOK, HARDY & BACON L.L.P.




<PAGE>
EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference to this Registration Statement of
UMB Financial Corporation on Form S-8 of our reports dated January 22, 1998 and
July 2, 1998, appearing in the Annual Report on Form 10-K of UMB Financial 
Corporation for the year ended December 31, 1997 and in the Annual Report on
on Form 11-K of UMB Profit Sharing and 401(k)Savings Plan for the year ended
December 31, 1997.

/s/Deloitte & Touche, LLP
October 15, 1998
Kansas City, Missouri
[{"type": "S-8", "sequence": "1", "description": "UMB FINANCIAL CORP. S-8", "secsgml_size_bytes": 277985}]
{"company-data": {"conformed-name": "UMB FINANCIAL CORP", "cik": "0000101382", "assigned-sic": "6021", "irs-number": "430903811", "state-of-incorporation": "MO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65807", "film-number": "98726852"}, "business-address": {"street1": "1010 GRAND AVE", "city": "KANSAS CITY", "state": "MO", "zip": "64106", "phone": "8168607000"}, "mail-address": {"zip": "-----"}, "former-company": [{"former-conformed-name": "UNITED MISSOURI BANCSHARES INC", "date-changed": "19920703"}, {"former-conformed-name": "MISSOURI BANCSHARES INC", "date-changed": "19710915"}]}
0507251.01.DOC

As filed with the Securities and Exchange Commission on October 16, 1998
                                                  Registration No. 333-____

=============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                              --------------------
                            UMB FINANCIAL CORPORATION
              -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)

                               Missouri 43-0903811
     --------------------------------- ------------------------------------
                (State or other jurisdiction of (I.R.S. Employer
                incorporation or organization Identification No.)

                                1010 Grand Avenue
                           Kansas City, Missouri 64106
                                  (816)860-7000
                  --------------------------------------------
                   (Address, including zip code, and telephone
                  number, including area code, of Registrant's
                          principal executive offices)

                   UMB PROFIT SHARING AND 401(K) SAVINGS PLAN
                              --------------------
                            (Full title of the plan)

                            Dennis R. Rilinger, Esq.
                            UMB Financial Corporation
                                1010 Grand Avenue
                           Kansas City, Missouri 64106
                     --------------------------------------
                     (Name and address of agent for service)

                                 (816) 860-7000
          ------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                    COPY TO:
                          Victoria R. Westerhaus, Esq.
                           Shook, Hardy & Bacon L.L.P.
                         1010 Grand Boulevard, 5th Floor
                           Kansas City, Missouri 64106
                                  (816)474-6550
CALCULATION OF REGISTRATION FEE

Title of
Securities         Amount       Proposed maximum  Proposed maximum Amount of
to be              to be        Offering Price    aggregate        Registration
Registered         Registered   per Unit          Offering Price   Fee
------------------------------------------------------------------------------
Plan Interests     (1)          N/A               N/A              (2)
related to the UMB
Profit Sharing and
401(k) Savings Plan
------------------------------------------------------------------------------

(1) Pursuant to Rule 416(c) under the  Securities  Act of 1933,  as amended (the
"Securities Act"), this Registration  Statement covers an indeterminable  amount
of interests to be offered or sold pursuant to the UMB Profit Sharing and 401(k)
Savings Plan described herein.

(2) Pursuant to Rule 457(h)(3), no registration fee is required to be paid.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 AND 2. PLAN  INFORMATION  AND REGISTRANT  INFORMATION  AND EMPLOYEE PLAN
ANNUAL INFORMATION.  This Registration  Statement relates to the registration of
an indeterminate number of participation interests in the Plan. Pursuant to Rule
428(b)(1)  under the Securities  Act, the documents  containing the  information
specified  in Part I of  Form  S-8 has  been  or will be sent or  given  to each
participant  in the Plan.  These  documents  and the documents  incorporated  by
reference in this Registration  Statement  pursuant to Item 3 of Part II hereof,
taken together, constitute the Section 10(a) Prospectus.

The Company agrees to provide the participants in the Plan, without charge, upon
written or oral request, all of the documents  incorporated by reference in Item
3 of  Part  II  below  and any  other  documents  required  to be  delivered  to
participants  in the Plan pursuant to Rule 428(b) under the Securities Act. Such
request should be delivered to UMB Bank, n.a., Attn: Mark P. Herman, Senior Vice
President and Employee Benefits Council,  1010 Grand Boulevard,  Kansas City, MO
64106, (816)860-7971.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following  documents  filed by the Company with the  Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference herein:

(a)(1)  The  Company's  Annual  Report on Form 10-K for the  fiscal  year  ended
December 31, 1997, filed with the Commission on March 27, 1998;

(2) The  Company's  Annual  Report on Form 11-K for the Plan for the year  ended
December 31, 1997, filed concurrently with this document;

(b) The Company's  Quarterly Report on Form 10-Q for the quarter ended March 31,
1998, filed with the Commission on May 12, 1998;

(c) The Company's  Quarterly  Report on Form 10-Q for the quarter ended June 30,
1998, filed with the Commission on August 14, 1998; 

(d) The Company's  current report on Form 8-K, filed with the Commission on
September 16, 1998; and

(e) The  description of the Company's  Common Stock contained in Amendment No. 1
on Form 8 to its General Form for  Registration  of Securities on Form 10, dated
March 5, 1993 (File No. 0-4887, filed under Section 12 of the Exchange Act).

All  documents  subsequently  filed by the Company  pursuant to Sections  13(a),
13(c),  14 or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange  Act")  prior  to  the  filing  of a  post-effective  amendment  which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold,  shall be deemed incorporated by reference
in the Registration  Statement and to be part thereof from the date of filing of
such documents. Any statement contained in the documents incorporated, or deemed
to be  incorporated,  by  reference  herein  or  therein  shall be  deemed to be
modified or  superseded  for  purposes of this  Registration  Statement  and the
prospectus  which is a part  hereof  (the  "Prospectus")  to the  extent  that a
statement  contained  herein  or  therein  or in any  other  subsequently  filed
document which also is, or is deemed to be,  incorporated by reference herein or
therein modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement and the Prospectus.
ITEM 4.  DESCRIPTION OF SECURITIES

   Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

   Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

In accordance  with Section 355 of the General and Business  Corporation  Law of
the State of Missouri, Article IX, Section 4 of the Company's Bylaws provides as
follows:

         Section 4. Indemnification of Directors and Officers.

1. Any person who was or is a party or is  threatened  to be made a party to any
threatened,  pending or completed  action,  suit or  proceeding  whether  civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  Corporation)  by reason of the fact that he is or was a  director,
officer or employee of the  Corporation,  or is or was serving at the request of
the  Corporation  as a director,  officer or  employee  of another  corporation,
partnership,  joint venture, trust or other enterprise (which shall be deemed to
include any employee  benefit plan of the Corporation or any other  corporation)
may be indemnified  against expenses  (including  attorneys'  fees),  judgments,
fines and amounts  paid in  settlement  (which  shall  include any excise  taxes
assessed against a person with respect to an employee benefit plan) actually and
reasonably incurred by him in connection with such action, suit or proceeding so
long as the results of an  investigation of the matter as described in Section 4
includes  a finding  that he acted in good  faith and in a manner he  reasonably
believed to be in or not opposed to the best interests of the Corporation or the
participants or beneficiaries of any employee benefit plan, and, with respect to
any  criminal  action or  proceeding,  had no  reasonable  cause to believe  his
conduct was unlawful, provided, however, that in an action by or in the right of
the  Corporation no  indemnification  shall be made in respect of any judgments,
fines and amounts paid in settlement and provided further that in such an action
there  shall be no  indemnification  for any claim,  issue or matter as to which
such person shall have been  adjudged to be liable for  negligence or misconduct
in the performance of his duty to the Corporation  unless and only to the extent
that a court of competent jurisdiction so orders.
2. The  termination  of any action,  suit,  or  proceeding  by judgment,  order,
settlement,  conviction,  or upon a plea of nolo  contendere or its  equivalent,
shall not, of itself,  create a presumption  that the person did not act in good
faith and in a manner  which he  reasonably  believed to be in or not opposed to
the best interest of the  Corporation,  and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

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

4. Except as provided in Section 3,  indemnification  of anyone under Section 1,
unless ordered by a court,  shall be made by the Corporation  only as authorized
in each  case  upon a  determination  that it is proper  because  the  director,
officer or employee has met the applicable standard of conduct set forth. Such a
determination  shall be made by the Board of Directors  by a majority  vote of a
quorum  consisting  of  directors  who were not parties to the  action,  suit or
proceeding,  or if such a quorum  is not  obtainable,  or even if  obtainable  a
quorum of disinterested  directors so directs, by independent legal counsel in a
written opinion, or by the shareholders.

5.  Notwithstanding  anything  herein to the contrary,  no director,  officer or
employee shall be indemnified against any expenses,  penalties or other payments
incurred in an administrative  proceeding or action instituted by an appropriate
bank  regulatory  agency  which  proceeding  or action  results in a final order
assessing civil money penalties or requiring affirmative action by an individual
or individuals in the form of payments to the bank.

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

7. The Corporation  may purchase and maintain  insurance on behalf of any person
who is or was a director,  officer or employee of the  Corporation  or is or was
serving at the request of the Corporation as a director,  officer or employee of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against any liability for which it may indemnify  such people under the terms of
this Article.
8. The  indemnification  provided  for  directors,  officers or employees of the
Corporation  shall not be deemed  exclusive  of any other  rights to which those
officers,  directors or employees may be entitled  under any by-law,  agreement,
vote of shareholders or disinterested directors or otherwise, both as to actions
in his or her  official  capacity  and as to actions in another  capacity  while
holding such office,  and shall continue as to any person who has ceased to be a
director,  officer or employee of the Corporation and shall inure to the benefit
of his or her heirs, executors and administrators.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

   Not applicable.

ITEM 8.  EXHIBITS

4.1  The  Company's  Articles  of  Incorporation.

4.2 The  Company's  Bylaws.

4.3  Description  of Company's  Common Stock in Amendment No. 1 on Form 8 to its
General  Form for  Registration  of  Securities  on Form 10, dated March 5, 1993
(File No. 0-4887).

4.4 UMB Profit Sharing and 401(k)  Savings Plan,  filed  concurrently  with this
document.

5.1 Opinion of Shook, Hardy & Bacon L.L.P.

23.1 Consent of Shook, Hardy & Bacon L.L.P.(contained in exhibit 5.1).

23.2 Consent of Deloitte & Touche LLP.

24.  Powers of Attorney (contained on signature pages hereto).

ITEM 9.  UNDERTAKINGS

(a) The undersigned registrant hereby undertakes as follows:

(1) To file,  during  any  period in which  offers or sales  are being  made,  a
post-effective amendment to this Registration Statement:
(i) To include any  prospectus  required by Section  10(a)(3) of the  Securities
Act;

(ii) To  reflect  in the  prospectus  any  facts or  events  arising  after  the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the Registration  Statement;
and

(iii)  To  include  any  material  information  with  respect  to  the  plan  of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement;

Provided,  however,  that paragraphs (a)(i)(1) and (a)(i)(2) are inapplicable if
the information to be included thereunder is contained in periodic reports filed
with or furnished to the Commission by the registrant  pursuant to Section 13 or
Section  15(d) of the  Exchange  Act that are  incorporated  by reference in the
Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act,
each such  post-effective  amendment  shall be  deemed to be a new  Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

(3) To remove from  registration by means of a  post-effective  amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

(b)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification  for liabilities arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
SIGNATURES

Pursuant to the  requirements of the Securities  Act, UMB Financial  Corporation
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized, in the City of Kansas City, State of Missouri, on October 16, 1998.

                                                  UMB FINANCIAL CORPORATION

                                                  /s/ R. Crosby Kemper
                                                  R. Crosby Kemper,
                                                  Chairman of the Board and
                                                  Chief Executive Officer

                                                  /s/ Timothy M. Connealy
                                                  Timothy M. Connealy,
                                                  Chief Financial Officer

Date:  October 16, 1998

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints R. Crosby Kemper, his true and lawful  attorney-in-fact
and agent, with full power of substitution and  re-substitution,  for him in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same, with all exhibits thereto,  and all other documents in connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
said attorney-in-fact and agent or his substitute or substitutes may lawfully do
or cause to be done by virtue hereof.

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the dates indicated.

/s/ Paul D. Barlett, Jr.   Director    /s/ C.N. Hoffman III     Director
Paul D. Barlett, Jr.                   C.N. Hoffman III

/s/ Thomas E. Beal         Director    /s/ Alexander C. Kemper   Director
Thomas E. Beal                         Alexander C. Kemper

/s/ H. Alan Bell           Director    /s/Daniel N. League, Jr.   Director
H. Alan Bell                           Daniel N. League, Jr.
/s/ David R. Bradley, Jr.  Director         /s/Thomas D. Sanders       Director
David R Bradley, Jr.                        Thomas D. Sanders
/s/ Howard R. Fricke       Director         /s/ William J. McKenna    Director
Howard R. Fricke                            William J. McKenna

/s/ Newton A. Campbell     Director         /s/ Roy E. Mayes          Director
Newton A. Campbell                          Roy E. Mayes

/s/ William Terry Fuldner  Director         /s/ John H. Mize, Jr.      Director
William Terry Fuldner                       John H. Mize, Jr.

/s/ Jack T. Gentry         Director         /s/ Mary Lynn Oliver      Director
Jack T. Gentry                              Mary Lynn Oliver

/s/ Peter J. Genovese      Director         /s/ W.L. Orschlen          Director
Peter J. Genovese                           W.L. Orschlen

/s/ Robert W. Plaster      Director         /s/ Herman R. Sutherland   Director
Robert W. Plaster                           Herman R. Sutherland

/s/ Alan W. Rolley         Director         /s/ E. Jack Webster, Jr.  Director
Alan W. Rolley                              E. Jack Webster, Jr.

/s/ Joseph F. Ruysser      Director         /s/ John E. Williams       Director
Joseph F. Ruysser                           John E. Williams

Date: October 16, 1998

The Plan.  Pursuant  to the  requirements  of the  Securities  Act of 1933,  the
trustees (or other person who administers  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly  authorized,  in the city of Kansas City,  State of
Missouri, on October 16, 1998.

                   UMB PROFIT SHARING AND 401(k) SAVINGS PLAN

                                        /s/ James W. Rawlings
                                        James W. Rawlings,
                                        Chairman of the Administrative
                                        Committee for the Plan
UMB FINANCIAL CORPORATION

                                    FORM S-8

                                  EXHIBIT INDEX
                                 --------------

                                                                 Sequential
No.    Description                                               Page Number
---    ---------                                                 -----------

4.1  The  Company's  Articles  of  Incorporation.                     13

4.2  The  Company's  Bylaws.                                          24

4.3*  Description of Company's  Common Stock in Amendment
No. 1 on Form 8 to its General  Form for  Registration  of
Securities  on Form 10, dated March 5, 1993 (File No. 0-4887).

4.4 UMB Profit Sharing and 401(k)  Savings Plan,
filed  concurrently  with this document.                              43

5.1      Opinion of Shook, Hardy & Bacon L.L.P.                      113 

23.1     Consent of Shook, Hardy & Bacon L.L.P.       
(contained in exhibit 5.1).

23.2     Consent of Deloitte & Touche LLP.                           115

24.      Powers of Attorney (contained on signature pages hereto).

-------------------
 * Previously Filed
EXHIBIT 4.1

                          CERTIFICATE

         I, David D. Miller, hereby certify that the attached
copies of Articles of Incorporation of Citibanc Shares of
Missouri, Inc. dated June 12, 1967, the first amendment to the
Articles of Incorporation dated March 5, 1968, the second
amendment to the Articles of Incorporation dated October 22,
1969, the third amendment to the Articles of Incorporation
dated April 21, 1971, the fourth amendment to the Articles of
Incorporation dated August 24, 1971, the fifth amendment to
the Articles of Incorporation dated April 27, 1973, the sixth
amendment to the Articles of Incorporation dated April 19,
1979, the seventh amendment to the Articles of Incorporation
dated April 19, 1981, the eighth amendment to the Articles of
Incorporation dated April 22, 1982, the ninth amendment to the
Articles of Incorporation dated April 25, 1984, the tenth
amendment to the Articles of Incorporation dated May 4, 1992,
and the eleventh amendment to the Articles of Incorporation
dated April 21, 1994, the twelfth amendment to the Articles of
Incorporation dated July 12, 1995, and the thirteenth
amendment to the Articles of Incorporation dated April 16,
1996, represent a true and complete copy of the Articles of
Incorporation of UMB Financial Corporation and of each and
every Amendment to those Articles of Incorporation as of April
22, 1996.

 
______________________________
 
David D. Miller, Corporate Secretary

SEAL
ARTICLES OF INCORPORATION
                               OF
                UMB FINANCIAL CORPORATION, INC.

         The undersigned natural persons of the age of
twenty-one years or more, for the purpose of forming a
corporation under The General and Business Corporation Law of
Missouri, adopt the following Articles of Incorporation:

                           ARTICLE I

         The name of the corporation is "UMB Financial
Corporation."

                           ARTICLE II

         The address of the corporation's initial registered
office in the State of Missouri is:  928 Grand Avenue, Kansas
City, Missouri, and the name of its initial registered agent
at such address is:  Charles G. Young, Jr.

                          ARTICLE III

         The aggregate number of shares which the corporation
shall have the authority to issue is thirty-four million
(34,000,000).  Thirty-three million (33,000,000) of such
shares shall be common stock with a par value of one dollar
($1.00) per share, and such common stock shall have no
preferences, qualifications, limitations, restrictions or
special relative or convertible rights.  The remaining one
million (1,000,000) shares shall be preferred stock with a par
value of one cent ($0.01) per share.

         The Board of Directors is authorized, subject to
limitations prescribed by law and the provisions of this
Article III, to provide for the issuance of the shares of
preferred stock in series, and by compliance with the
applicable law of Missouri, to establish from time to time the
number of shares to be included in each such series, and to
fix the designations, powers, preferences and rights of the
shares of each such series and the qualifications, limitations
or restrictions thereof.  The authority of the Board of
Directors with respect to each series shall include, but not
be limited to, determination of the following:

(a)      The number of shares to constitute such series (which
         number may at any time, or from time to time, be
         increased or decreased by the Board of Directors,
         notwithstanding that shares of the series may be
         outstanding at the time of such increase or decrease,
         unless the Board of Directors shall have otherwise
         provided in creating such series) and the distinctive
         designation thereof;

(b)      The dividend rate on the shares of such series,
         whether or not dividends on the shares of such series
         shall be cumulative, and the date or dates, if any,
         from which dividends thereon shall be cumulative;

(c)      Whether or not the shares of such series shall be
         redeemable, and, if redeemable, the date or dates
         upon or after which they shall be redeemable, the
         amount per share payable thereon in the case of the
         redemption (which amount shall be, in the case of
         each share, not less than its preference upon
         involuntary liquidation, plus an amount equal to all
         dividends thereon accrued and unpaid, whether or not
         earned or declared and which amount may vary at
         different redemption dates or
         otherwise as permitted by law) and whether such
         series may be redeemed for cash, property or rights,
         including securities of the corporation or another
         corporation;

(d)      The right, if any, of holders of such series to
         convert the same into, or exchange the same for,
         common stock or other securities, and the terms and
         conditions of such conversion or exchange, as well as
         any provisions for adjustment of the conversion rate
         in such events as the Board of Directors shall
         determine;

(e)      Whether the holders of shares of such series shall
         have voting power, in addition to the voting powers
         provided by law, and if such additional voting power
         is established, to fix the extent thereof;
(f)      Whether such series shall have a sinking fund for the
         redemption or repurchase of shares of that series,
         and, if so, the terms and amount of such sinking fund;

(g)      The rights of the shares of such series in the event
         of voluntary or involuntary liquidation, dissolution
         or winding up of the corporation, and the relative
         rights of priority, if any, of payment of shares of
         that series; and

(h)      Any other rights and privileges and any
         qualifications, limitations or restrictions of such
         rights and privileges of such series; provided,
         however, that the designations, powers, preferences
         and rights, and the qualifications, limitations or
         restrictions thereof, so fixed by the Board of
         Directors shall not conflict with these Articles of
         Incorporation or with the resolution or resolutions
         adopted by the Board of Directors, as hereinabove
         provided, providing for the issue of any series of
         preferred stock for which there are then shares
         outstanding.

         All shares of preferred stock of the same series
shall be identical in all respects, except that shares of any
one series issued at different times may differ as to dates,
if any, from which dividends thereon may accumulate.  All
shares of preferred stock of all series shall be of equal rank
and shall be identical in all respects, except that, to the
extent not otherwise limited in this Article III, any series
may differ from any other series with respect to any one or
more of the designations, relative rights, preferences and
limitations (including, without limitation, the designations,
relative rights, preferences and limitations described or
referred to in subparagraphs (a.) to (h.) inclusive above)
which may be fixed by the Board of Directors pursuant to this
Article III.

         Dividends on the outstanding preferred stock shall be
declared and paid or set apart for payment before any
dividends shall be declared and paid or set apart for payment
on the common stock with respect to the same dividend period.
Dividends on any shares of preferred stock shall be cumulative
only if and to the extent established by the Board of
Directors.

         All shares of preferred stock of all series shall be
of equal rank, preference and priority as to dividends
irrespective of whether the rates of dividends to which the
same shall be entitled shall be the same and when the stated
dividends are not paid in full, the shares of all series of
the preferred stock shall share ratably in the payment thereof
in accordance with the sums which would be payable on such
shares if all dividends were paid in full provided, however,
that any two or more series of the preferred stock may differ
from each other as to the existence and extent of the right to
cumulative dividends, as previously provided herein.

         Except as otherwise specifically provided by law or
as established by the Board of Directors, preferred stock
shall not have any right to vote for the election of directors
or for any other purpose, but if so provided, the Board of
Directors may give each holder of preferred stock more or less
than one vote for each share of stock held of record by such
holder at the time entitled to voting rights.

         In the event of any liquidation, dissolution or
winding up of the corporation, whether voluntary or
involuntary, each series of preferred stock shall have
preference and priority over the common stock for payment of
the amount to which such series of preferred stock shall be
entitled in accordance with the provisions thereof and each
holder of preferred stock shall be entitled to be paid in full
such holder's share of such amount, or have a sum sufficient
for the payment in full set aside.  If, upon liquidation,
dissolution or winding up of the corporation, the assets of
the corporation or proceeds thereof, distributable among the
holders of the shares of all series of the preferred stock
shall be insufficient to pay in full the preferential amount
aforesaid, then such assets, or the proceeds thereof, shall be
distributed among such holders ratably in accordance with the
respective amounts which would be payable if all amounts
payable thereon were paid in full.  After the payment to the
holders of preferred stock of all such amounts to which they
are entitled, as above provided, the remaining assets and
funds of the corporation shall be divided and paid to the
holders of common stock.
In the event that the preferred stock of any one or
more series shall be made redeemable, the corporation, at the
option of the Board of Directors, may redeem, at the time or
times as established by the Board of Directors with respect to
any such series, all or any part of any such series of
preferred stock outstanding upon notice duly given as
hereinafter specified, by paying for each share the then
applicable redemption price plus an amount equal to accrued
and unpaid dividends to the date fixed for redemption.  A
notice specifying the shares to be redeemed, and the time and
place of redemption (and, if less than the total outstanding
shares are to be redeemed, specifying the certificate numbers
and number of shares to be redeemed) shall be mailed,
addressed to the holders of record of the preferred stock to
be redeemed at their respective addresses as the same shall
appear upon the books of the corporation, not less than thirty
(30) days nor more than ninety (90) days previous to the date
fixed for redemption.  If less than the whole amount of any
outstanding series of preferred stock is to be redeemed, the
shares of such series to be redeemed shall be selected by lot
or pro rata in any manner determined by resolution of the
Board of Directors to be fair and proper.  From and after the
date fixed in any such notice as the date of redemption
(unless default shall be made by the corporation in providing
monies at the time and place of redemption for payment of the
redemption price) all dividends upon the preferred stock so
called for redemption shall cease to accrue.  With respect to
any shares of preferred stock so called for redemption, if,
before the redemption date, the corporation shall deposit with
a bank or trust company in the United States, having a capital
and surplus of at least $10,000,000, funds necessary for such
redemption, in trust, to be applied to the redemption of the
shares of preferred stock so called for redemption, then from
and after the date of such deposit, all rights of the holders
of such shares of preferred stock so called for redemption
shall cease, except the right to receive, on and after the
date of such deposit, the redemption price upon surrender of
the certificates representing such shares of preferred stock
so called for redemption, duly endorsed for transfer, if
required, and except as might otherwise be provided by the
Board of Directors with respect to any such shares of
preferred stock so called for redemption.  Any interest
accrued on such funds shall be paid to the corporation from
time to time.  Any funds so deposited and unclaimed at the end
of six (6) years from such redemption date shall be released
or repaid to the corporation, after which the holders of such
shares of preferred stock so called for redemption shall look
only to the corporation for payment of the redemption price.
Notwithstanding the foregoing, no redemption of any shares of
any series of preferred stock shall be made by the corporation
(1) which as of the date of mailing of the notice of such
redemption would, if such date were the date fixed for
redemption, reduce the net assets of the corporation remaining
after such redemption below the aggregate amount payable upon
voluntary or involuntary liquidation, dissolution or winding
up to the holders of shares having rights senior or equal to
the preferred stock in the assets of the corporation upon
liquidation, dissolution or winding up; or (2) unless all
cumulative dividends for the current and all prior dividend
periods have been declared and paid or declared and set apart
for payment on all shares of the corporation having a right to
cumulative dividends.

         Shares of any series of preferred stock which have
been redeemed, retired or purchased by the corporation
(whether through the operation of a sinking or purchase fund
or otherwise) or which, if convertible or exchangeable, have
been converted into or exchanged for shares of stock of the
corporation of any other class or series shall thereafter have
the status of authorized but unissued shares of preferred
stock of the corporation, and may thereafter be reissued as
part of the same series or may be reclassified and reissued by
the Board of Directors in the same manner as any other
authorized and unissued shares of preferred stock.
ARTICLE IV

         The number and class of shares to be issued before
the corporation shall commence business is fifty (50) shares
of common stock with a par value of Twelve Dollars and Fifty
Cents ($12.50) per share.  The consideration to be paid
therefor and the capital with which the corporation shall
commence business is Six Hundred Twenty-Five Dollars
($625.00).  The corporation will not commence business until
consideration of the value of at least Six Hundred Twenty-Five
Dollars ($625.00) has been received for the issuance of shares.

                           ARTICLE V

         The name and place of residence of each incorporator
is as follows:

         R. Crosby Kemper, Jr.
         1014 Greenway Terrace
         Kansas City, Missouri

         Charles G. Young, Jr
         221 West 48th Street
         Kansas City, Missouri

         V. B. Kassebaum
         1215 West 59th Street
         Kansas City, Missouri

                           ARTICLE VI

         The number of directors constituting the first Board
of Directors of the corporation was nine (9) and the number
constituting the Board at the time of the effectiveness of the
Amendment is seventeen (17).  Hereinafter, the number of
directors shall be fixed by, or in the manner provided in, the
By-Laws of the corporation.  Any change in the number of
directors shall be reported to the Secretary of State within
thirty (30) calendar days of such change.  Directors need not
be shareholders unless the By-Laws require them to be
shareholders.

                          ARTICLE VII

         The duration of the corporation is perpetual.

                          ARTICLE VIII

         The corporation is formed for the following purposes:

(a)      To purchase, subscribe for or otherwise acquire and
         own, hold as an investment or otherwise, use, sell,
         assign, deal in, transfer, mortgage, pledge, exchange
         or otherwise dispose of, alone or in syndicates or
         otherwise in conjunction with others, shares of
         capital stock, bonds, debentures, notes, evidences of
         indebtedness and other securities, contracts or
         obligations of any corporation, association,
         partnership, entity, or governmental, municipal or
         public authority, domestic or foreign, and to pay
         therefor in whole or in part, in cash or by
         exchanging therefor shares of the capital stock,
         bonds, debentures, notes or other obligations of this
         corporation or any other corporation, and while the
         owner or holder of any such property to receive,
         collect and dispose of the interest, dividends and
         income arising from such property, and to possess and
         exercise in respect thereof all the rights, powers
         and privileges of ownership, including all voting
         powers of any securities so owned:

(b)      To carry on and conduct either directly or through
         subsidiaries any lawful business or businesses, and
         to do all things necessary or proper for the conduct
         of any businesses in which the corporation may be
         engaged;

(c)      To make, manufacture, process, organize, finance,
         manage, operate, purchase, sell, own, hold, store,
         exchange, rent, lease, service, repair, handle or
         deal in and within any manner, property of any and
         every description and class which is now or may
         become the subject of trade or commerce;
(d)      To cause to be formed, to promote, and to aid in the
         formation of any corporation or association, domestic
         or foreign, and to cause or participate in the
         merger, consolidation, reorganization, liquidation or
         dissolution of any corporation or association,
         domestic or foreign, in which, or in the business or
         welfare of which, the corporation shall have directly
         or indirectly any interest;

(e)      To operate, manage, supervise, and control all or any
         part of the business and property of any corporation,
         association, firm, entity, individual or undertaking,
         domestic or foreign, or to take any part therein, and
         to appoint and remunerate any directors, accountants,
         other experts, agents, employees and persons;

(f)      To acquire by purchase, lease or otherwise, to
         construct, assemble, own, hold, lease, rent, remodel,
         improve, reconstruct, mortgage, encumber, operate,
         manage, deal in and dispose of machinery, equipment,
         appliances, fixtures, buildings, offices, factories,
         store rooms, warehouses, plants, garages, apartments
         and houses, with all improvements, machines, fixtures
         and equipment appurtenant or convenient thereto, or
         which may be useful or desirable in the conduct of
         any business or businesses in which the corporation
         is or may be engaged;

(g)      To own, acquire, buy, sell, deal in, lease, rent,
         remodel, improve, reconstruct, mortgage and otherwise
         encumber real estate, whether improved or unimproved,
         and any interest of any kind whatsoever therein, and
         to own, hold, deal in and dispose of such property,
         whether real, personal or mixed;

(h)      To acquire the good will, business, rights and
         property of any person, firm, association or
         corporation, and to pay for the same in cash,
         property, stocks, notes or otherwise; to hold and
         enjoy or in any manner to dispose of the whole or any
         part of the property, assets and rights so acquired;
         to conduct in any lawful manner the whole or any part
         of any business so acquired, and to exercise all
         powers necessary or convenient in and about the
         conduct and management of any business or businesses
         in which the corporation is now or may hereafter be
         engaged;

(i)      To sell, lease, convey, or otherwise dispose of,
         mortgage, pledge or otherwise encumber all or any
         part of its property and assets;

(j)      To acquire, deal in, purchase, own, hold, lease rent,
         mortgage, develop, mine, produce, acquire, exploit,
         encumber and dispose of lumber, natural resources,
         minerals and mineral rights or royalty interests of
         any kind;

(k)      To acquire, own, deal in, hold, enjoy, use and
         dispose of patents and patent rights, trademarks and
         trade names, distinctive marks, copyrights, licenses,
         inventions, improvements, processes, franchises,
         permits and other evidences of lawful authority or
         agency;

(l)      To borrow money for any of the purposes of the
         corporation and to draw, make, accept, endorse,
         discount, execute, issue, sell, pledge or otherwise
         dispose of promissory notes, drafts, bills of
         exchange, warrants, bonds, debentures and other
         negotiable or non-negotiable, transferable or
         non-transferable instruments and evidences of
         indebtedness, and to secure the payment thereof and
         the interest thereon by mortgage, assignment in
         trust, pledge, conveyance, or other encumbrance of
         the whole or any part of the property of the
         corporation at the time owned or thereafter acquired;

(m)      To purchase, acquire, hold, sell, transfer and redeem
         or otherwise deal in shares of its own capital stock,
         whenever and to the fullest extent permitted by law;

(n)      To lend money, and to acquire, take or hold as
         security, if desired, real and personal property,
         bonds, debentures, notes or any other evidences of
         interest or indebtedness or any other security for
         the payment of funds so loaned; to promote or to aid
         in any manner, financially or otherwise, any
         corporation or association of which any stocks,
         bonds, or other evidences of indebtedness or
         securities are held directly or indirectly by this
         corporation; and for this purpose to guarantee the
         contracts, dividends, stocks, bonds, notes and other
         obligations of such other corporation or association,
         and to do any other acts or things designed to
         protect, preserve, improve or enhance the value of
         such stocks, bonds, or other evidences of
         indebtedness of securities;

(o)      To have and to exercise all powers necessary or
         incident to carrying out its corporate purposes, to
         exercise all other powers permitted by law, and to
         possess and enjoy all rights and powers which now or
         at any time hereafter may be granted to or exercised
         by a corporation of this character;

(p)      Nothing in these Articles of Incorporation shall
         authorize this corporation to engage in any business
         which would cause the corporation to be, or become,
         an investment company as that term is defined in the
         Investment Company Act of 1940, or shall authorize
         the corporation to hold itself out as such an
         investment company.

                           ARTICLE IX

         No holder of stock of the corporation of any class
shall be entitled as a matter of right to subscribe for or
purchase any part of any new or additional issue of stock, or
securities convertible into stock, of any class whatsoever,
whether now or hereafter authorized, and all such additional
shares of stock or other securities convertible into stock may
be issued and disposed of by the Board of Directors to such
person or persons and on such terms and for such consideration
(so far as may be permitted by law) as the Board of Directors,
in their absolute discretion, may deem advisable.

                           ARTICLE X

         The By-Laws of the corporation may from time to time
be altered, amended, suspended or repealed, or new By-Laws may
be adopted, in any of the following ways:  (i) by the
affirmative vote, at any annual or special meeting of the
shareholders, of the holders of at least two-thirds of the
outstanding shares of stock of the corporation entitled to
vote thereon, or (ii) by resolution adopted by a majority of
the full Board of Directors at a meeting thereof, or (iii) by
unanimous written consent of all the Directors in lieu of a
meeting; provided, however, that the power of the Directors to
alter, amend, suspend or repeal the By-Laws or any portion
thereof may be denied as to any By-Laws or portion thereof
enacted by the shareholders if at the time of such enactment
the shareholders shall so expressly provide.

                           ARTICLE XI

         The corporation reserves the right to alter, amend or
repeal any provision contained in its Articles of
Incorporation in the manner now or hereafter prescribed by the
statutes of Missouri, and all rights and powers conferred
herein are granted subject to this reservation; and, in
particular, the corporation reserves the right and privilege
to amend its Articles of Incorporation from time to time so as
to authorize other or additional classes of shares (including
preferential shares), to increase or decrease the number of
shares of any class now or hereafter authorized, to establish,
limit or deny to shareholders of any class the right to
purchase or subscribe for any shares of stock of the
corporation of any class, whether now or hereafter authorized
or whether issued for cash, property or services or as a
dividend or otherwise, or to purchase or subscribe for any
obligations, bonds, notes, debentures, or securities or stock
convertible into shares of stock of the corporation or
carrying or evidencing any right to purchase shares of stock
of any class, and to vary the preferences, priorities, special
powers, qualifications, limitations, restrictions and the
special or relative rights or other characteristics in respect
of the shares of each class, and to accept and avail itself
of, or subject itself to, the provisions of any statutes of
Missouri hereafter enacted pertaining to general and business
corporations, to exercise all the rights, powers and
privileges conferred upon corporations organized thereunder or
accepting the provisions thereof and to assume the obligations
and duties imposed therein, upon the affirmative vote of the
holders of a majority of the shares of stock entitled to vote
thereon, or, in the event the laws of Missouri require a
separate vote by classes of shares, upon the affirmative vote
of the holders of a majority of the shares of each class whose
separate vote is required thereon; provided, however, that
none of the provisions of the ARTICLE XI or ARTICLE III or
ARTICLE X may be amended or repealed nor may any provision be
added to these Articles of Incorporation that would be
inconsistent with any provision of this ARTICLE XI or ARTICLE
III or ARTICLE X hereof or by the By-Laws of the corporation,
unless such amendment, repeal or additional provision shall be
approved by the affirmative vote, at any annual or special
meeting of the shareholders, of the holders of at least
two-thirds of the outstanding shares of the corporation
entitled to vote thereon.

         IN WITNESS WHEREOF, these Articles of Incorporation
have been signed this _____ day of_______________, 19___.

 
______________________________

 
______________________________

 
______________________________

STATE OF MISSOURI   )
                                       )
COUNTY OF JACKSON)

         I, ____________________, a Notary Public, do hereby
certify that on this ____ day of ________________, 19___,
personally appeared before me ____________________,
____________________ and _____________________ who being by me
first duly sworn, declared that they are the persons who
signed the foregoing document as incorporators, and that the
statements therein contained are true.

 
______________________________
 
Notary Public

My commission expires:

___________________
EXHIBIT 4.2 
                  UMB FINANCIAL CORPORATION

                            BY-LAWS

               (As amended through July 30, 1996)

                           ARTICLE I

                      Location of Offices

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

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

                           ARTICLE II

                    Meetings of Stockholders

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

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

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

Section 4.  Waiver of Notice.  Any stockholder may waive
notice of any meeting of the stockholders, by a writing signed
by him, or by his duly authorized attorney, either before or
after the time of such meeting.  A copy of such waiver shall
be entered in the minutes, and shall be deemed to be the
notice required by law or by these By-Laws.  Any stockholder
present in person, or represented by proxy, at any meeting of
the stockholders shall be deemed to have thereby waived notice
of such meeting except where such attendance is for the
express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or
convened.
Section 5.  Actions Without a Meeting.  Any action which is
required to be taken, or may be taken, at a meeting of
stockholders may be taken without a meeting if consents in
writing, setting forth the action so taken, shall be signed by
all of the stockholders entitled to vote with respect to the
subject matter thereof.  Such consents shall have the same
force and effect as a unanimous vote of the stockholders at a
meeting duly held, and may be stated as such in any
certificate or document filed under the provisions of Chapter
351 of the Revised Statutes of Missouri, 1959, as amended.
The Secretary shall file such consents in the minute book of
the Corporation.

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

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

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

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

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

Section 11.  Proxies.  Every proxy must be in writing, signed
by the stockholder himself, or by his duly authorized
attorney, or by his legal representative, and must be filed
with the Secretary of the Corporation at or before the roll
call of the meeting at which the same is to be used, and
unless so signed and filed it cannot be used at such meeting.
Any proxy may be revoked at the pleasure of the person
executing it, by a writing similarly signed and filed, unless
such person shall have specified therein that it is
irrevocable.  No proxy shall be valid after the expiration of
eleven (11) months from its date, unless the person executing
it shall have specified therein the length of time for which
such proxy is to continue in force.  In the event that such
instrument in writing shall designate two or more persons to
act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one,
shall have and may exercise all of the powers conferred by
such written instrument upon all of the persons so designated,
unless the instrument shall otherwise provide.
ARTICLE III

                           Directors

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

Section 2.  Directors - Number; Classes.  Unless the Articles
of Incorporation shall require a different number, the number
of directors to constitute the Board of Directors shall be
twenty-eight (28).  Commencing with the annual meeting of
shareholders in 1979, the Board of Directors shall be divided
into three classes, Class I, Class II, and Class III, as
nearly equal in number as possible.  At the annual meeting of
shareholders in 1979, directors of the first class (Class I)
shall be elected to hold office for a term expiring at the
next succeeding annual meeting of shareholders, directors of
the second class (Class II) shall be elected to hold office
for a term expiring at the second succeeding annual meeting of
shareholders, and directors of the third class (Class III)
shall be elected to hold office for a term expiring at the
third succeeding annual meeting of shareholders.  At each
annual meeting of shareholders, subsequent to the annual
meeting of shareholders in 1979, the successors to the class
of directors whose term shall then expire shall be elected to
hold office for a term expiring at the third succeeding annual
meeting.  Any increase or decrease in the authorized number of
directors shall be apportioned among the classes so as to make
all classes as nearly equal in number as possible.  No
decrease in the authorized number of directors shall shorten
the term of any incumbent director.  If it shall happen at any
time that the election of directors shall not be held on the
day designated by the By-Laws of the Corporation, such
election may be held on any other day at a special meeting of
the shareholders called and held for that purpose.

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

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

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

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

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

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

Section 9.  Quorum.  A majority of the Board of Directors of
the Corporation, at a meeting duly assembled, shall be
necessary to constitute a quorum for the transaction of
business, and the act of a majority of the directors present
at a meeting at which a quorum is present shall be the act of
the Board of Directors, except where otherwise provided by law
or by the By-Laws of the Corporation.
Section 10.  Adjournment.  If at any meeting of the Board of
Directors a quorum shall fail to attend, a majority of the
directors present at the time and place appointed for such
meeting may adjourn the meeting from time to time to any date
until the next regular meeting, without notice other than
verbal announcement at the meeting and adjournments thereof,
until a quorum shall attend.  Likewise, any meeting of
directors at which a quorum is present may also be adjourned,
in like manner and on like notice, for such time or upon such
call as may be determined by vote of a majority of the
directors there present.  At any adjournment of any such
meeting at which a quorum shall be present, any business may
be transacted which might have been transacted at the meeting
as originally called.

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

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

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

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

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

                           ARTICLE IV

                           Committees

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

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

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

                            Officers

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

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

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

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

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

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

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

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

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

                      Agents and Attorneys

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

               Certificate of Stock and Transfers

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

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

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

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

Section 5.  Registered Stockholders.  The Corporation shall be
entitled to treat the registered holder of any share or shares
of stock whose name appears on its books as the owner or
holder thereof as the absolute owner of all legal and
equitable interest therein for all purposes and (except as may
be otherwise provided by law) shall not be bound to recognize
any equitable or other claim to or interest in such shares of
stock on the part of any other person, regardless of whether
or not it shall have actual or implied notice of such claim or
interest.
Section 6.  Closing of Stock Transfer Books - Fixing Record 
Date.  The Board of Directors shall have power to close the
stock transfer books of the Corporation for a period not
exceeding fifty (50) days preceding the date of any meeting of
stockholders, or the date for payment of any dividend, or the
date for the allotment of rights, or the date when any change,
conversion or exchange of capital stock shall go into effect;
provided, however, that in lieu of closing the stock transfer
books as aforesaid, the Board of Directors may fix in advance
a date, not exceeding fifty (50) days preceding the date of
any meeting of stockholders, or the date for the payment of
any dividend, or the date for the allotment of rights, or the
date when any change or conversion or exchange of capital
stock shall go into effect, as a record date for the
determination of the stockholders entitled to notice of, and
to vote at, any such meeting, and any adjournment thereof, or
entitled to receive payment of any such dividend, or to any
such allotment of rights, or to exercise the rights in respect
of any such change, conversion or exchange of capital stock,
and in such case such stockholders and only such stockholders
as shall be stockholders of record on the date so fixed shall
be entitled to notice of, and to vote at, such meeting, and
any adjournment thereof, or to receive payment of such
dividend, or to receive such allotment of rights, or to
exercise such rights, as the case may be, notwithstanding any
transfer of any stock on the books of the Corporation after
any such record date fixed as aforesaid.  If the Board of
Directors shall not have closed the transfer books or set a
record date for the determination of its stockholders entitled
to vote as herein provided, the date on which notice of the
meeting is mailed or the date such dividend is declared or
other right announced, as the case may be, shall be the record
date for such determination of stockholders so entitled to
participate.
ARTICLE VIII

                              Seal

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

                           ARTICLE IX

                    Miscellaneous Provisions

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

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

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

Section 4.  Indemnification of Directors and Officers.
1.  Any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a
director, officer or employee of the Corporation, or is or was
serving at the request of the Corporation as a director,
officer or employee of another corporation, partnership, joint
venture, trust or other enterprise (which shall be deemed to
include any employee benefit plan of the Corporation or any
other corporation) may be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid
in settlement (which shall include any excise taxes assessed
against a person with respect to an employee benefit plan)
actually and reasonably incurred by him in connection with
such action, suit or proceeding so long as the results of an
investigation of the matter as described in Section 4 includes
a finding that he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the Corporation or the participants or
beneficiaries of any employee benefit plan, and, with respect
to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful, provided, however, that
in an action by or in the right of the Corporation no
indemnification shall be made in respect of any judgments,
fines and amounts paid in settlement and provided further that
in such an action there shall be no indemnification for any
claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the
performance of his duty to the Corporation unless and only to
the extent that a court of competent jurisdiction so orders.

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

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

4.  Except as provided in Section 3, indemnification of anyone
under Section 1, unless ordered by a court, shall be made by
the Corporation only as authorized in each case upon a
determination that it is proper because the director, officer
or employee has met the applicable standard of conduct set
forth.  Such a determination shall be made by the Board of
Directors by a majority vote of a quorum consisting of
directors who were not parties to the action, suit or
proceeding, or if such a quorum is not obtainable, or even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or by the
shareholders.

5.  Notwithstanding anything herein to the contrary, no
director, officer or employee shall be indemnified against any
expenses, penalties or other payments incurred in an
administrative proceeding or action instituted by an
appropriate bank regulatory agency which proceeding or action
results in a final order assessing civil money penalties or
requiring affirmative action by an individual or individuals
in the form of payments to the bank.

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

7.  The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer or
employee of the Corporation or is or was serving at the
request of the Corporation as a director, officer or employee
of another corporation, partnership, joint venture, trust or
other enterprise against any liability for which it may
indemnify such people under the terms of this Article.
8.  The indemnification provided for directors, officers or
employees of the Corporation shall not be deemed exclusive of
any other rights to which those officers, directors or
employees may be entitled under any by-law, agreement, vote of
shareholders or disinterested directors or otherwise, both as
to actions in his or her official capacity and as to actions
in another capacity while holding such office, and shall
continue as to any person who has ceased to be a director,
officer or employee of the Corporation and shall inure to the
benefit of his or her heirs, executors and administrators.

Section 5.  Amendments to By-Laws.  The Board of Directors
shall have the power to make, alter, amend or repeal the
By-Laws of this Corporation from time to time.
I, David D. Miller, Corporate Secretary of UMB Financial
Corporation, hereby certify that the foregoing is a true and
complete copy of the Company's By-Laws as amended through
January 19, 1995 and that there have been no amendments since
that date

 
______________________________
 
David D. Miller, Corporate Secretary

______________________
Date
CERTIFICATION

                     ARTICLE IX, SECTION 4

           OF THE BYLAWS OF UMB FINANCIAL CORPORATION

           INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 4.  Indemnification of Directors and Officers.
1.  Any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a
director, officer or employee of the Corporation, or is or was
serving at the request of the Corporation as a director,
officer or employee of another corporation, partnership, joint
venture, trust or other enterprise (which shall be deemed to
include any employee benefit plan of the Corporation or any
other corporation) may be indemnified against expenses
(including attorneys' fees), judgments, fines and amounts paid
in settlement (which shall include any excise taxes assessed
against a person with respect to an employee benefit plan)
actually and reasonably incurred by him in connection with
such action, suit or proceeding so long as the results of an
investigation of the matter as described in Section 4 includes
a finding that he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best
interests of the Corporation or the participants or
beneficiaries of any employee benefit plan, and, with respect
to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful, provided, however, that
in an action by or in the right of the Corporation no
indemnification shall be made in respect of any judgments,
fines and amounts paid in settlement and provided further that
in such an action there shall be no indemnification for any
claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the
performance of his duty to the Corporation unless and only to
the extent that a court of competent jurisdiction so orders.

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

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

4.  Except as provided in Section 3, indemnification of anyone
under Section 1, unless ordered by a court, shall be made by
the Corporation only as authorized in each case upon a
determination that it is proper because the director, officer
or employee has met the applicable standard of conduct set
forth.  Such a determination shall be made by the Board of
Directors by a majority vote of a quorum consisting of
directors who were not parties to the action, suit or
proceeding, or if such a quorum is not obtainable, or even if
obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or by the
shareholders.

5.  Notwithstanding anything herein to the contrary, no
director, officer or employee shall be indemnified against any
expenses, penalties or other payments incurred in an
administrative proceeding or action instituted by an
appropriate bank regulatory agency which proceeding or action
results in a final order assessing civil money penalties or
requiring affirmative action by an individual or individuals
in the form of payments to the bank.

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

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

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

I, David D. Miller, Corporate Secretary of UMB Financial
Corporation, hereby certify that the foregoing is an excerpt
from the Company's Bylaws as of the date shown below.

 
______________________________
 
David D. Miller, Corporate Secretary

____________________
Date
EXHIBIT 4.4
                 UNITED MISSOURI PROFIT SHARING AND SAVINGS PLAN

                                   ARTICLE ONE
                          NAME, PURPOSE AND DEFINITIONS

A.       Name.  The  name  of the  Plan  shall  be UMB  Profit
Sharing and 401(k) Savings Plan.

B.       Purpose.  The  purpose  of this  Plan  is to  provide
for the sharing of a portion of the  Employers'  annual  profits with  Employees
who  are  participants  hereunder;  further,  to  provide  a means  whereby  the
Employers  may make  periodic and recurring  contributions  to a profit  sharing
trust,  qualified  under  section  401 of the  Internal  Revenue  Code,  for the
exclusive  benefit of such  participants,  with  distributions to be made out of
the  trust to such  participants  at the time of their  retirement,  or of their
earlier  separation  from the service of the Employers,  all as hereinafter  set
out.

C.       Definitions.

1.  "Active  Participant"  means in general an Employee  who has  qualified  for
participation  and is  participating in the Plan in accordance with Article Two;
and as of an Annual  Valuation Date for purposes of sharing in the allocation of
Employer  contributions  the term  means an Active  Participant  who  remains an
Employee on such Annual Valuation Date and who has within the Plan Year in which
such Annual Valuation Date occurs completed at least 1,000 Hours of Service.

2.  "Affiliate"  means any subsidiary of UMB and any subsidiary of an Affiliate.
For this  purpose  "subsidiary"  means a  corporation  50% or more of the voting
stock which is owned by UMB or by one or more  Affiliates or by any  combination
thereof.

3. "Anniversary Date" means an anniversary of the effective date of the Plan.

4. "Code" means the Internal Revenue Code of 1986, as amended from time to time.
5. "Compensation" shall mean a Participant's  wages,  salaries and other amounts
received for services  actually  rendered in the course of  employment  with the
employer  and shall  include all  overtime  payments,  production  and  accuracy
bonuses to proof machine operators,  amounts redirected  pursuant to a cafeteria
plan  under  Section  125 of the code,  amounts  deferred  pursuant  to a salary
deferral  agreement  in  accordance  with Section  401(k) of the Code,  and with
respect  to  any   participant   who,  in  accordance  with  the  terms  of  the
participant's  employment arrangement customarily receives a substantial portion
of the  participant's  earnings in the form of a special bonuses or commissions,
all such special bonuses or commissions; but shall not include:

(a)  Incentive  payments,   merit  payments,   bonuses,   commissions  or  other
extraordinary earnings except as expressly hereinabove provided;

(b)  Employer  contributions  to this  plan or any other  compensation  which is
includible  in the  Employee's  gross  income  for the  taxable  year  in  which
contributed or Employer  contributions  under a simplified employee pension plan
to the extent such  contributions  are  deductible  by the Employee or any other
contributions  from  a  plan  of  deferred  compensation,  except  as  expressly
hereinabove provided;

(c) Amounts realized from the exercise of a non-qualified  stock option, or when
restricted  stock (or  property)  held by the  Employee  either  becomes  freely
transferable or is no longer subject to a substantial risk of forfeiture;

(d)  Amounts  realized  from the sale,  exchange or other  disposition  of stock
acquired under a qualified stock option; and

(e) Other amounts which received special tax benefits.

In addition to other applicable  limitations which may be set forth in this plan
and  notwithstanding  any other  contrary  provisions of the plan,  compensation
taken  into  account  under the Plan  shall not exceed  $200,000,  adjusted  for
changes  in the cost of living as  provided  in section  415(d) of the  Internal
Revenue  Code,  for the  purpose of  calculating  a plan  participant's  accrued
benefit  (including the right to any optional  benefit  provided under the plan)
for any plan year  commencing  after  December  31, 1988.  However,  the accrued
benefit  determined in accordance with this provision shall not be less than the
accrued  benefit  determined on the first day of the plan year beginning in 1989
without regard to this provision.

Notwithstanding  the  preceding   sentence,   the  accrued  benefit  of  a  plan
participant who is a highly compensated employee,  within the meaning of section
414(q) of the Code,  is reduced to the extent a benefit has accrued with respect
to compensation in excess of $200,000 during the 1989 plan year before the later
of the adoption or effective date of this provision.
For purposes of applying the  limitations  of Article Five,  Compensation  for a
Plan Year is the Compensation actually paid or includible in gross income during
such year.

In  addition  to any  other  applicable  limitations  set  forth in the Plan and
notwithstanding any other provision of the Plan to the contrary,  for Plan Years
beginning on or after January 1, 1994, the annual  Compensation of each Employee
taken  into  account  under  this Plan  shall  not  exceed  the OBRA '93  annual
compensation  limit.  The OBRA '93 annual  compensation  limit is  $150,000,  as
adjusted by the  Commissioner  of Internal  Revenue for increases in the cost of
living in accordance with Section  401(a)(17)(b)  of Internal  Revenue Code. The
cost of living  adjustment  in effect for a calendar year applies to any period,
not exceeding 12 months,  over which  Compensation is determined  (determination
period  beginning in such calendar year). If a determination  period consists of
fewer than 12 months, the OBRA '93 annual  compensation limit will be multiplied
by a  fraction,  the  numerator  of  which  is  the  number  of  months  in  the
determination period and the denominator of which is 12.

For Plan Years beginning on or after January 1, 1994, any reference in this Plan
to the limitation  under Section  401(a)(17) of the Code shall mean the OBRA '93
annual compensation limit set forth in this provision.

If  Compensation  for any prior  determination  period is taken into  account in
determining  an  Employee's  benefits  accruing  in the current  plan year,  the
Compensation  for that  prior  determination  period is  subject to the OBRA '93
annual  compensation  limit in effect for that prior  determination  period. For
this purpose,  for  determination  periods beginning before the first day of the
plan  year  beginning  on  or  after  January  1,  1994,  the  OBRA  '93  annual
compensation limit is $150,000.

6. "Disability  Retirement Date" means the date as of which the participant,  on
the basis of medical or other competent evidence,  is found to be incapable,  by
reason of any apparently permanent mental or physical impairment,  of performing
his regular  duties with his  Employer,  provided that such  impairment  was not
caused by an intentional  self-inflected injury or self-induced  sickness, or by
engagement in an unlawful act.

7. "Early  Retirement  Date" means the date of attainment of age  fifty-five and
completion  of twenty or more  years of  service in the employ of one or more of
the Employers.
A. "Elective Deferrals" means any Employer  contribution made to the Plan at the
election  of the  Participant  in lieu of cash  compensation  and shall  include
contributions  made pursuant to a salary deferral agreement under Article Four A
entered into between the Employer and  Participant or other deferral  mechanism.
With respect to any taxable year, a  Participant's  Elective  Deferrals shall be
the sum of all  Employer  contributions  made  on  behalf  of  such  Participant
pursuant  to  an  election  to  defer  under  any  qualified  cash  or  deferred
arrangement  as described  under in Section  401(k) of the Code,  any simplified
employee   pension  cash  or  deferred   arrangement  as  described  in  Section
402(h)(1)(B)  of the Code, any eligible  compensation  plan under Section 457 of
the Code,  any Plan as described  under Section  501(c)(18) of the Code, and any
Employer  contributions  made on behalf of a Participant  for the purchase of an
annuity  contract under Section 403(b) of the Code pursuant to a salary deferral
agreement.

8. "Employee"  means any person  employed by any of the Employers.  Officers and
directors who are Employees of the Employers shall be eligible to participate in
this Plan on the same basis as other Employees.

9.  "Employer" and "Employers"  means UMB and each and all of the  Participating
Affiliates. The phrase Aservice in the employ of the Employers",  "Employment by
the Employers", "compensation by the Employers" and similar phrases, whether the
singular  "Employer" or the plural "Employers" is used, shall be deemed to refer
to the employment or Compensation, as the case may be, by any one or more of the
Employers,  so that a transfer or successive  transfers of  employment  from one
Employer to another  (without a break in continuous  service with one or more of
the  Employers)   shall  not  result  in  a  termination  of   participation  or
interruption of service of a Participant or Employee for purposes of this Plan.

10. "Entry Date" means January 1 and July 1 of each year.

11.  "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended from time to time.

12.  "First  Date of  Employment"  means  the  first  date on which an  Employee
completes  an Hour  of  Service.  If a  person  who  has  not  met  the  service
requirements  for  participation  ceases to be an Employee and incurs a One-Year
Break in Service during an eligibility  computation  period, then his First Date
of  Employment  shall be the first day after he again  becomes an  Employee  for
which he has an Hour of Service.  An eligibility  computation period is a period
of  twelve  consecutive  months  commencing  on the  Employee's  First  Date  of
Employment or any anniversary thereof.
13. "Highly  Compensated  Employee" means "highly  compensated active employees"
and Ahighly compensated former employees."

A "highly  compensated  active  employee"  includes  any  Employee  who performs
service  for the  Employer  during the  determination  year and who,  during the
look-back year: (a) received compensation from the Employer in excess of $75,000
(as adjusted pursuant to Section 415(d) of the code); (b) received  compensation
from the Employer in excess of $50,000 (as adjusted  pursuant to Section  415(d)
of the Code) and was a member of the top-paid group for such year; or (c) was an
officer of the  Employer  and  received  compensation  during  such year that is
greater  than 50  percent  of the  dollar  limitation  in effect  under  Section
415(b)(1)(A) of the Code. The term "highly compensated  employee" also includes:
(1)  Employees  who are both  described  in the  preceding  sentence if the term
"determination  year" is  substituted  for the  term  "look-back  year"  and the
Employee is one of the 100 Employees who received the most compensation from the
Employer  during the  determination  year;  and (2)  Employees who are 5 percent
owners at any time during the look-back year or determination year.

If no officer has satisfied  the  compensation  requirement  of (c) above during
either a determination year or look-back year, the highest paid officer for such
year shall be treated as a highly compensation employee.

For this purpose,  the determination  year shall be the Plan Year. The look-back
year shall be the 12-month period immediately preceding the determination year.

A "highly  compensated  former  employee" for a determination  year includes any
Employee who separated from service (or was deemed to have  separated)  prior to
the determination  year, and was a highly compensated active employee for either
the separation year or any determination  year ending on or after the Employee's
55th birthday.
If an Employee  is,  during a  determination  year or  look-back  year, a family
member of either a five percent  owner who is an active of former  Employee or a
Highly  Compensated  Employee  who is one of  the  10  most  Highly  Compensated
Employees  ranked on the basis of compensation  paid by the Employer during such
year,  then the  family  member  and the five  percent  owner of  top-10  Highly
compensated  Employee shall be  aggregated.  In such case, the family member and
five percent owner or top-10 Highly  Compensated  Employee shall be treated as a
single Employee receiving  compensation and Plan contributions or benefits equal
to the sum of such  compensation  and  contributions  or  benefits of the family
member  and five  percent  owner or  top-10  Highly  Compensated  Employee.  For
purposes of this Section,  family member includes the spouse,  lineal ascendants
and  descendants  of the Employee or former  Employee and spouses of such lineal
ascendants and descendants.

The  determination  of who  is a  Highly  Compensated  Employee,  including  the
determinations  of the number and identity of  Employees in the top-paid  group,
the top 100  Employees,  the number of  Employees  treated as  officers  and the
compensation that is considered,  will be made in accordance with Section 414(g)
of the code and the regulations thereunder.

All  Employees  who are not Highly  Compensated  Employees  shall be  "Nonhighly
Compensated Employees."

14. "Hour of Service"  means an Hour of Service as defined in subparts  (a), (b)
and (c) below.

(a) An Hour of  Service  is each  hour for  which an  Employee  is  directly  or
indirectly  paid or entitled to payment by the Employer for the  performance  of
duties during the applicable  computation period.  These hours shall be credited
to the Employee for the  computation  period or periods in which the duties were
performed.

(b) An Hour of  Service  is each  hour  for  which  back  pay,  irrespective  of
mitigation  of damages,  has been either  awarded or agreed to by the  Employer.
These  hours shall be credited to the  Employee  for the  computation  period or
periods to which the award or  agreement  pertains  rather than the  computation
period in which the award,  agreement  or payment  is made.  Hours  shall not be
credited under both subparts.

(c) An Hour of  Service  is, in  addition  to Hours of  Service  as  defined  in
subparts  (a) and (b) above,  each hour for which an  Employee  is  directly  or
indirectly  paid,  or entitled to payment,  by the Employer for reasons (such as
vacation,  sickness  or  disability)  other than for the  performance  of duties
during the  applicable  computation  period.  For  purposes of this subpart (c),
irrespective of whether these hours have accrued in other  computation  periods,
these hours shall be counted in the  computation  period in which either payment
is actually  made or amounts  payable to the Employee  come due. For purposes of
this  Part,  Hours of Service  shall be  determined  by  dividing  the  payments
received or due for reasons other than the  performance  of duties by the lesser
of (i) the Employee's most recent hourly rate of Compensation for performance of
duties  or (ii) the  Employee's  average  hourly  rate of  Compensation  for the
performance  of  duties  for the most  recent  computation  period  in which the
Employee completed more than 500 Hours of Service.

15. "Normal Retirement Date" means the date of attainment of age sixty-five.

16.  "One-Year Break in Service" means a Plan Year during which the Employee has
not  completed  more than 500 Hours of Service.  Notwithstanding  the  preceding
sentence,  an Employee shall incur no One-Year Break in Service in such a period
if his failure to complete  more than 500 Hours of Service  during the Plan Year
occurred because of an  Employer-approved  leave of absence or due to any of the
causes described below:

(a) pregnancy of the Employee;

(b) the birth of a child of the Employee;

(c) the placement of a child with the adoption of such child by such individual;
or

(d) the care of such child for a period  beginning  immediately  following  such
birth or placement, provided however, the total number of hours treated as Hours
of Service for all causes  enumerated  under clauses (a) through (d) above shall
not exceed 501, and provided further,  that such hours shall be treated as Hours
of Service only in the Plan Year in which the absence from  service  begins,  if
such treatment  prevents the Employee from incurring a One-Year Break in Service
in such Plan Year.  In any other  case such  hours  shall be treated as Hours of
Service (but only to the extent required to prevent a One-Year Break in Service)
in the  immediately  following  Plan  Year.  The  Administrative  Committee  may
establish  procedures  for use by an Employee to furnish  timely  information to
establish  that the  absence as a valid  maternity  or  paternity  leave and the
number of days of this absence.  If such procedures are  established,  no credit
will be given for Hours of Service in  connection  with a maternity or paternity
leave unless those procedures are followed.

16A. "Participant" shall mean an Employee who is eligible to participate, and is
participating in the Plan.

17. "Participating Affiliate" means an Affiliate;  provided however, that except
as  otherwise  herein  expressly  provided,  an  existing  corporation  which is
acquired  by UMB shall  not be  considered  a  Participating  Affiliate  for any
purpose of the plan prior to the date on which it becomes an Affiliate  and that
a newly incorporated Affiliate shall not be considered a Participating Affiliate
for any  purposes  of the Plan prior to the  earlier of (i) the date on which it
commenced  business  or (ii)  the  date  in  which  it  first  paid  or  accrued
Compensation to one or more officers or employees.

18.  "Plan"  means  the  Plan  named  in this  Article,  originally  established
effective January 1, 1961, as the same has been an may hereafter be amended from
time to time.
9.  "Plan Year" means the  calendar  year,  and "Year" means a Plan Year unless
otherwise  clearly  indicated.  The term "Plan Year" shall also have the meaning
"Limitation  Year" when applied to  limitations  relating to the  allocation  of
"Annual  Additions" as expressed in Article Five of the Plan,  and wherever else
such application may be required to satisfy any requirement of the Code.

20. "UMB" means UMB Financial Corporation, a Missouri corporation.

21.  "Valuation  Date"  means the last  business  day of each month in each Plan
Year, and "Annual Valuation Date" means the last business day of each Plan Year.

22. "Year of Service" means a period of twelve  consecutive  months during which
the  Employee  has  completed  at least 1,000 Hours of Service.  For purposes of
Article Two, regarding  eligibility,  the twelve month period shall begin on the
Employee's First Date of Employment or any anniversary  thereof. For purposes of
Article Nine, regarding benefits and forfeitures,  the twelve month period shall
be the calendar year.

                                   ARTICLE TWO
              EFFECTIVE DATE OF PLAN ELIGIBILITY AND PARTICIPATION

A. The Plan was  originally  effective from January 1, 1961, and the Plan in the
form  amended  and  restated  herein  shall be  effective,  except as  otherwise
expressly herein provided, as of January 1, 1989.

B. Each Employee who was a participant  on December 31, 1988,  shall continue to
participate as of January 1, 1989, if he was an Employee on that date.

C. Each  Employee  who was not a  Participant  on  December  31,  1988  shall be
eligible for participation under this Plan as of the first Entry Date concurrent
with or next following the date the Employee completes one Year of Service,  but
only if the Employee is an Employee on that Entry Date. However, for purposes of
eligibility  for making  Elective  Deferrals  under  Article Four A, an Employee
shall be eligible for participation  under this Plan, for the purposes of making
Elective Deferrals only, as of the first Entry Date concurrent or next following
the date the Employee  commences  employment with the Employer provided that the
Employee is employed on the Entry Date and is regularly  scheduled to perform 20
or more hours of service for the Employer per week.
D. A former  participant  shall again become a participant  immediately upon his
return  to  the  employ  of  the  Employer  if  such  former  participant  had a
nonforfeitable  right to all or a portion of the Class 1 units  credited  to his
account at the time of his termination.

E. A reemployed  former  participant who did not have a nonforfeitable  right to
any  portion  of the Class 1 units  credited  to his  account at the time of his
termination shall be considered a new Employee, for eligibility purposes, if the
number of consecutive One-Year Breaks in Service equals or exceeds the aggregate
number of Years of Service before such Break. If such former participant's Years
of Service  before his  termination  exceed the number of  consecutive  One-Year
Breaks in Service  after such  termination,  such  reemployed  individual  shall
resume participation immediately upon his reemployment.

F. An Employee of a  Participating  Affiliate  which  became an  Affiliate on or
after January 1, 1983, shall be credited with service performed for the Employer
during any period of time before the Employer became a Participating  Affiliate,
but only for the following purposes, and to the following extent:

1.  For  the  determination  of  eligibility  for  participation   hereunder  in
accordance with Part C of this Article Two;

2. For  satisfaction  of the  twenty  Years of  Service  requirement  for  Early
Retirement.

3. For the  determination of Years of Service for vesting of Class 6 units, such
service shall not be taken into account in the determination of Years of Service
for vesting of Class 1 units,  nor for any other  purpose not  specified in this
Article Two.

                                  ARTICLE THREE
                         AMOUNT OF PROFITS TO BE SHARED

A. Profit Sharing Formula. Each Plan Year, the total amount of annual profits to
be shared by the Employers with  participants  shall be an amount  determined as
follows:

1. If Consolidated Net Income for the year (as herein defined) equals or is less
than eight percent of Shareholders'  Equity (as herein defined),  there shall be
no obligation to share profits for such year. If Consolidated Net Income exceeds
eight percent of Shareholders' Equity, then determine the lesser of:

(a) The maximum amount which in the year could be paid or contributed  hereunder
out of profits without  reducing  Consolidated Net Income (after such payment of
contribution) below eight percent of Shareholders' Equity; and
(b) Eight percent of Consolidated Net Income.

plus any amount that may be determined by the Board of Directors of UMB pursuant
to any goal achievement program established by the Board of Directors of UMB.

2.  Subject  to the  provisions  of  Paragraph  3 of this  Section A and also to
adjustment  as may be required by the  provisions  of Section C of this Article,
the amount  determined  above shall be the amount of profits to be  allocated to
the participant under this Plan and the ESOP of UMB as hereinafter provided.

3.  Notwithstanding the profit share determination  formula set forth above, the
Board of Directors of UMB may in its discretion, by action taken by it or on its
behalf by its Executive Committee,  determine that the amount to be allocated to
the Plan  Participants  for the year shall be an amount less or greater than the
amount calculated as provided above in this Article.  The total amount of annual
profits to be shared by the Employers  with  Participants  shall be  apportioned
between  the Plan and the ESOP of UMB in the  ratio  determined  by the Board of
Directors of UMB;  provided,  however,  that the amount contributed to this Plan
with respect to any plan year shall be no less than one-fifth  (1/5) and no more
than  four-fifths  (4/5) of the total amount so  determined  unless the Board of
Directors of UMB in its discretion  determines that different maximum or minimum
fractions be utilized including the minimum fraction of zero.

B. Formal  Definitions.  For the purpose of applying  the formula set out in the
foregoing  Part A of this Article,  with respect to a particular  Plan Year, the
following terms are defined as herein provided:

1.  "Shareholders'  Equity" means the sum of (a) Shareholders'  Equity of United
Missouri  (including capital stock,  surplus and retained earnings but excluding
treasury  stock at cost) and (b)  one-half of the amount of the reserve for loan
losses, all as shown by its consolidated statement of condition as of the end of
the preceding Plan year, adjusted, however, to give effect to the inclusion of a
Participating  Affiliate  which  became  an  Affiliate  after  the  end of  such
preceding year and on or before January 31 of the current Plan Year.
2.  "Consolidated  Net Income"  means the net income of United  Missouri and its
Participating  Affiliates  (but including also with respect to a particular Plan
year the net income of any other Affiliate  acquired at any time in such year by
the  application  or  investment  of cash or by an exchange  of stock  involving
treasury stock of the acquiring  company,  with  appropriate  adjustments  where
applicable),  determined  on a  consolidated  basis as of the end of the current
Plan Year,  but before  provision for profit sharing with respect to the current
Plan Year.

C.  Computation of Formula Amount.  The amount resulting from the application of
the  formula  set  out in  this  Article  shall  be  computed  each  year by the
Comptroller (or other officer  performing similar functions) of United Missouri.
Such computation for a Plan Year shall be made as soon as reasonably possible in
the succeeding  year, on the basis of information  then available and reasonable
estimates may be used as to the amount of any items not then exactly determined.
The  computation  thus made shall be final,  except that in applying the formula
with respect to a particular  Plan year the amount computed shall be adjusted to
give effect to the net of any error or errors made with respect to the preceding
year which  affected the amount of profit  sharing  allocated for such preceding
year,  whether  such  error or  errors  resulted  from the use of  estimates  or
otherwise.

D.  Elective  Deferrals  and Matching  Contributions.  Any  contribution  amount
determined  under  this  Article  shall  be in  addition  to  any  contributions
determined  under  Article  Four A regarding  elective  deferrals or Article Six
regarding matching contributions.

                                  ARTICLE FOUR
                    ALLOCATIONS OF PROFIT AMONG PARTICIPANTS

Promptly after the total amount of Employers'  profits to be shared for any Plan
Year is  determined  in accordance  with Article  Three the  percentage  thereof
apportioned  to this Plan  shall be  allocated  by the method  provided  in this
Article Four among:

1. The Active  Participants who remain in the employ of the Employers at the end
of such Plan Year and who are  entitled  to share  therein as defined in Article
Two; and
2. Former  participants  who within such Plan Year have terminated  service with
the Employers by reason of  retirement,  death or disability in accordance  with
Article  Nine.  The  allocation  shall  be made on the  basis of the  amount  of
Compensation paid each such Active  Participant or Former  Participant by his or
her  Employer  or  Employers  during  the Plan  Year with  respect  to which the
allocation  is to be made;  provided,  however,  that for the  purposes  of this
Article Four, in the event any Participant  commences  participation (or resumes
participation)  on any date other than January 1st,  compensation  in his or her
case, shall be limited to that  Compensation  paid during the Plan year from and
after the date his or her  participation  commences.  Additionally,  should  any
Active Participant or Former Participant receive an allocation of a contribution
made by an Affiliate to one or more qualified plans maintained by that Affiliate
and not by United Missouri Bancshares,  Inc. for any period for which the Active
Participant  or  Former   Participant  is  also  a  Participant  in  this  Plan,
Compensation for purposes of this Plan shall not include any Compensation  which
was taken into account and used as a basis for allocating the contribution  made
by an Affiliate  to one or more  qualified  retirement  plans  maintained  by an
Affiliate  and not by United  Missouri  Bancshares,  Inc. The previous  sentence
shall not apply if the  contribution  made by an  Affiliate  was required by the
Plan document  governing the qualified plan  maintained by the Affiliate and not
by United  Missouri  Bancshares,  Inc. and was not made at the discretion of the
Affiliate.

                                 ARTICLE FOUR A
                   PAYMENT OF ELECTIVE DEFERRAL CONTRIBUTIONS
                             TO PROFIT SHARING TRUST

A. Payments. For each Plan Year, the Employer shall contribute cash in an amount
equal to the total amount of contributions  agreed to be made to the Plan at the
election  of  Participants,  in lieu of cash  compensation,  pursuant  to salary
deferral  agreements between the Employer and Participants.  These contributions
shall be referred to as Elective Deferrals.  For a given Plan Year, the Employer
shall deposit  Elective  Deferrals to the trust  promptly and, in any event,  no
later than the time  prescribed by law for filing its federal  income tax return
for the year (including  extensions) and no adjustments  affecting the amount of
its consolidated net income made subsequent thereto,  resulting from an audit of
its income tax return or otherwise, shall require a change in the amount of such
contributions for such year. Notwithstanding the foregoing, the deductibility of
such  contributions  or any portion  thereof shall be determined by the Code and
regulations in force at the time applicable to the Employer's return.

Elective  Deferrals  shall  at all  times be fully  vested  and  nonforfeitable.
Elective  Deferrals and income allocable thereto shall not be distributed to the
Participant or the Participant's beneficiary or beneficiaries in accordance with
the  Participant's  or  beneficiary's  or  beneficiaries'  election prior to the
Participant's  separation  from  service,  death  or  disability  except  in the
following circumstances:

1.  Termination  of the  Plan  without  the  establishment  of  another  defined
contribution plan.
2. The disposition by the Employer to an unrelated  corporation of substantially
all of the assets (within the meaning of Section  403(d)(2) of the Code) used in
a trade or business of the Employer if the Employer  continues to maintain  this
Plan after the  disposition,  but only with  respect to  Employees  who continue
employer with the corporation acquiring such assets.

3. The  disposition  by the Employer to an unrelated  entity of such  Employer's
interest in a subsidiary  (within the meaning of Section  409(d)(3) of the Code)
if the  Employer  continues  to  maintain  this Plan,  but only with  respect to
Employees who continue employment with such subsidiary.

4. Upon the Participant's obtaining age 59 1/2.

5. In the event of  hardship,  subject to the  limitations  set forth in Article
Twelve, Section A, Paragraph 3.

B.  Participant  Salary  Deferral  Agreements.  A  Participant  may enter into a
written salary deferral  agreement with the Employer,  which agreement will then
have application to all future payroll periods  beginning after the January 1 or
July 1 concurrent with or following the date of the agreement,  until revoked or
modified in accordance  with the  provisions  of this section.  The terms of any
such salary  deferral  agreement  shall provide that the  Participant  agrees to
accept a reduction in salary  equal to any stated  amount or  percentage  of the
Participant's  Compensation per payroll period.  Each salary deferral  agreement
shall be further subject to the following provisions:

(1) As of any Entry  Date,  a  Participant  may amend the  Participant's  salary
deferral agreement by notifying the employer in writing of such amendment.  Such
amendment  shall be  effective as of the first day of the first  payroll  period
following the Entry Date.

(2)  Participant  may revoke the  Participant's  salary  deferral  agreement  by
notifying the Employer in writing of such  revocation.  The  revocation  will be
effective as of the first day of the first payroll period  following  receipt by
the Employer of the revocation.

(3) The  Employer  may amend or revoke its salary  deferral  agreement  with any
Participant  at any time if the  Employer  determines  that such  revocation  or
amendment is necessary to ensure that a Participant's  Annual  Additions for any
Plan Year will not exceed the  limitations of Article Five or to ensure that the
discrimination tests of Code Section 401(k) are met for such Plan Year.
(4)  A  salary  deferral   agreement  will  be  revoked   automatically  upon  a
Participant's  withdrawal  of  amounts  from his  Class 9 units in the  event of
hardship  prior to  termination  of  employment,  pursuant to the  provisions of
Article Twelve.  In the event of subsequent  salary deferral  agreement with the
Employer  prior to the date  which is twelve  months  after the  receipt  by the
Participant of the hardship withdrawal.

(5) A salary deferral  agreement will be revoked  automatically upon termination
of employment of the Participant entering into such agreement,  or upon the loss
of the Participant's eligibility to participate in the Plan. The revocation will
be  effective  as of the first day of the first  payroll  period  following  the
revocation.

(6) Except as provided above, a salary deferral agreement, once made, may not be
amended by the Participant or the Employer.

(7) The  Participant's  total Elective  Deferrals paid to this Trust pursuant to
the Participant's  written salary deferral agreement for any Plan Year shall not
exceed 10% of the Participant's Compensation.

(8) If the salary  deferral  agreement  specifies a percentage  of  compensation
deferred,  the  percentage  may not be less  than  1%.  If the  salary  deferral
agreement specifies a dollar amount deferred,  the dollar amount may not be less
than $5.00.

(9) A salary deferral agreement may not be made retroactively.
C. No Participant shall be permitted to have Elective  Deferrals made under this
Plan, or any other qualified plan maintained by the Employer, during any taxable
year of the Participant, in excess of the dollar limitation contained in Section
402(g) of the Code in effect at the beginning of such taxable year. In the event
a  Participant  receives a hardship  distribution  from his Class 9 units,  such
Participant  shall not be permitted to have Elective  Deferrals  made under this
Plan, or under any other qualified plan  maintained by the Employer,  during the
taxable year immediately following the taxable year of the hardship distribution
in excess of the dollar  limitation  contained in Section  402(g) of the Code in
effect  at  the  beginning  of  such  taxable  year  less  the  amount  of  such
Participant's   Elective   Deferrals  for  the  taxable  year  of  the  hardship
distribution.

D. In the event that a  Participant's  Elective  Deferrals  for a  Participant's
taxable year exceed the dollar  limitations  under  Section  402(g) of the Code,
such excess shall be referred to as "Excess Elective Deferrals."

A Participant may assign to this Plan any Excess Elective  Deferrals made during
a taxable year by notifying the Plan  Administrator  on or before March 1 of the
following tax year of the amount of the Excess Elective Deferrals to be assigned
to this Plan.

Notwithstanding  any other provision of this Plan,  Excess  Elective  Deferrals,
plus any income or minus any loss  allocable  thereto,  shall be  distributed no
later  than  April  15 to any  Participant  to  whose  account  Excess  Elective
Deferrals  were assigned for the preceding  year and who claims Excess  Elective
Deferrals for such taxable year.

Determination of income or loss: Excess Elective Deferrals shall be adjusted for
any income or loss applicable to Class 9 units for the Plan Year multiplied by a
fraction,  the numerator of which is the Participant's Excess Elective Deferrals
for  the  year  and  the  denominator  is  the  Participant's   account  balance
attributable  to  Elective  Deferrals  without  regard  to any  income  or  loss
occurring  during such taxable  year or such other  method as the Trustee  deems
reasonable.

E. The Actual Deferral  Percentage  (hereinafter "ADP") for Participants who are
Highly Compensated Employees for each Plan Year and the ADP for Participants who
are not Highly Compensated  Employees for the same Plan Year must satisfy one of
the following tests:

(a) The ADP for Participants who are Highly  Compensated  Employees for the Plan
Year shall not exceed the ADP for  Participants  who are not Highly  Compensated
Employees for the same Plan Year multiplied by 1.25; or

(b) The ADP for Participants who are Highly  Compensated  Employees for the Plan
Year shall not exceed the ADP for  Participants  who are not Highly  Compensated
Employees for the same Plan Year  multiplied  by 2.0,  provided that the ADP for
Participants  who are Highly  Compensated  Employees does not exceed the ADP for
Participants  who  are  not  Highly  Compensated  Employees  by  more  than  two
percentage points.
F.  "Actual  Deferral  Percentage"  (ADP) shall mean,  for a specified  group of
Participants for a Plan Year, the average of the ratios  (calculated  separately
for each  Participant  in such  group) of the amount of  Employer  contributions
actually paid over to the trust on behalf of such  Participant for the Plan Year
to the Participant's compensation for such Plan Year. The Employer may limit the
period taken into account to that portion of the Plan Year in which the Employee
was an eligible Employee,  provided that this limit must be applied uniformly to
all  eligible  Employees  under the plan for a  particular  Plan Year.  Employer
contributions on behalf of any Participant shall include any Elective  Deferrals
made pursuant to the Participant's deferral election,  including Excess Elective
Deferrals.  For purposes of computing Actual Deferral  Percentages,  an Employee
who would be a Participant but for the failure to make Elective  Deferrals shall
be treated as a Participant on whose behalf no Elective Deferrals are made.

G. The ADP for any Participant who is a Highly Compensated Employee for the Plan
Year and who is  eligible to have  Elective  Deferrals  allocated  to his or her
accounts under two or more arrangements  described in Section 401(k) of the Code
that are  maintained  by the Employer  shall be  determined  as if such Elective
Deferrals were made under a single arrangement. If a Highly Compensated Employee
participates  in two or more cash or deferred  arrangements  that have different
Plan  Years,  all cash or deferred  arrangements  ending with or within the same
calendar year shall be treated as a single arrangement.

H. In the event that this Plan  satisfies the  requirements  of Section  401(k),
401(a)(4) or 410(b) of the Code only if aggregated  with one or more other plans
or if one or more other plans satisfy the  requirements  of such sections of the
Code only if the aggregated  with this Plan,  then this Article shall be applied
by  determining  the ADP of  Employees  as if all such plans were a single plan.
Plans may be aggregated in order to satisfy  Section  401(k) of the Code only if
they have the same Plan Year.

I. For purposes of determining the ADP of a Participant who is a 5-percent owner
or one of the ten most highly paid Highly  Compensated  Employees,  the Elective
Deferrals  and  Compensation  of such  Participant  shall  include the  Elective
Deferrals and  Compensation  for the Plan Year of Family  Members (as defined in
Section  414(q)(6)  of the Code.  Family  Members,  with  respect to such Highly
Compensated Employees, shall be disregarded as separate employees in determining
the ADP for both Participants who are not Highly  Compensated  Employees and for
Participants who are Highly Compensated Employees.

J. For purposes of determining the ADP test,  Elective  Deferrals shall be taken
into  account for a Plan Year only if such  contributions  are  allocated to the
Participant as of a date within such Plan Year and are paid over to the Trust no
later than the last day of the twelve-month  period  immediately  following such
Plan Year.
K. The Employer shall maintain records sufficient to demonstrate satisfaction of
the ADP test.

L. The Employer  shall  perform the ADP test for the Plan Year and at such other
times as it shall  select.  Any  interim  testing  shall be made for  monitoring
purposes only, and shall be based on a  Participant's  rate of  Compensation  in
effect at the time of the test, and corrections  required to be made in order to
reduce the amount in excess of the maximum permissible deferral percentage shall
be made from Compensation to be earned for the remainder of the Plan Year.

M. The  determination  and treatment of the ADP amounts of any Participant shall
satisfy such other  requirements  as may be  prescribed  by the Secretary of the
Treasury.

N. In the  event  that  the  ADP for  Participants  who are  Highly  Compensated
Employees  for the Plan Year  exceeds  the  maximum  ADP  permitted  under  this
section,  then the  excess of the  aggregate  amount of  Employer  contributions
actually  taken into  account  in  computing  the ADP of the Highly  Compensated
Employees  for such  Plan  Year over the  maximum  amount of such  contributions
permitted by the ADP test (determined by reducing  contributions  made on behalf
of the Highly  Compensated  Employees in order of the ADP's  beginning  with the
highest of such percentages) shall be referred to as "Excess Contributions."

O. Notwithstanding any other provisions of this Plan, Excess Contributions, plus
any income or minus any loss  allocable  thereto,  shall be distributed no later
than the last day of each  Plan  Year to  Participants  to whose  accounts  such
Excess  Contributions  were  allocated  for the  preceding  year. If such excess
amounts are  distributed  more than 2-1/2  months after the last day of the Plan
Year in which  such  excess  amounts  arose,  a ten  percent  excise tax will be
imposed on the Employer maintaining the Plan with respect to such amounts.  Such
distributions shall be made to Highly Compensated  Employees on the basis of the
respective portions of the Excess Contributions attributable to Participants who
are subject to the family member  aggregation  rules of Section 414(q)(6) of the
Code in the manner prescribed by the regulations.

P. Excess Contributions shall be treated as Annual Additions under the Plan.
Q. Excess  Contributions  shall be adjusted for any income or loss up to the end
of the Plan Year. The income or loss allocable to Excess Contributions is income
or  loss  allocable  to the  Participant's  Class  9 units  for  the  Plan  Year
multiplied by a fraction,  the numerator of which is such  Participant's  Excess
Contributions for the Plan Year and the denominator is the Participant's  Excess
Contribution  for the Plan Year and  Elective  Deferrals  without  regard to any
income or loss  occurring  during  such Plan Year or such other  method that the
Trustee deems appropriate.

R. Excess  Contributions  shall be distributed  from the  Participant's  Class 9
Units.

                                  ARTICLE FIVE
                PAYMENT OF PROFIT SHARES - EMPLOYER CONTRIBUTIONS
                             TO PROFIT SHARING TRUST

A.  Payments.  Promptly  after the amounts of the  individual  profit  shares of
Active   Participants  and  former  participants  for  a  Plan  Year  have  been
determined,  each  Employer,  with  respect to all of such  participants  in its
employ,  shall contribute the amount of such profit shares to the profit sharing
trust; provided,  however, that, with respect to any such participant who during
the Plan Year was employed by more than one of the  Employers,  each Employer by
which such participant was so employed shall contribute its proportionate  share
of such  participant's  profit share in the same ratio for each Employer as such
participant's basic Compensation  received from such Employer in such year bears
to his aggregate basic  Compensation  from all of his Employers in such year. If
any Employer is prevented from making a payment or contribution,  which it would
otherwise make hereunder, by reason of having no current or accumulated earnings
or profits or because  such  earnings or profits  are less than the  payments or
contributions  which it would  otherwise  have made,  then so much thereof which
such Employer is so prevented  from making shall be made, for the benefit of the
participants  of such Employer,  by one or more of the other  Employers,  to the
extent of current or  accumulated  earnings or profits of such other  Employers.
Nothing in this Article Five shall  prevent the  Employers  from making  advance
payments,  upon  account,  of profit shares for any Plan Year, or from making in
advance any part of their  estimated total  contributions  to the profit sharing
trust for such year, and the Employers intend to do so.

B.  Limitations  on  Allocations.  The amount of Annual  Additions  which may be
allocated  under this Plan on a  participant's  behalf for a Plan Year shall not
exceed the Maximum Permissible Amount or any other maximum limitation  contained
in this Plan.

C. Excess  Amounts.  If there is an Excess  Amount with respect to a Participant
for a Plan Year, such Excess Amount shall be disposed of as follows:

1. Any non-deductible voluntary Employee contributions, to the extent they would
reduce the Excess Amount, will be returned to the Participant.
2. If after  application  of  paragraph 1 an Excess  Amount  still  exists,  any
Elective  Deferrals  made  pursuant  to Section  4A, to the extent the  Elective
Deferral  would  reduce  the  Excess   Amount,   shall  be  distributed  to  the
Participant.

3. If after the  application  of paragraph 2 an Excess Amount still exists,  the
Excess Amount shall be allocated and  reallocated to other  Participants  in the
Plan.

4. If the allocation and  reallocation  of the Excess Amount in accordance  with
paragraph 3 causes the  limitations  of Code  Section  415 to be  exceeded  with
respect to each  Participant for the Limitation  Year, then the remaining Excess
Amount shall be held unallocated in a suspense account.

5. If a suspense  account is in existence  at any time during a Limitation  Year
pursuant to this  section,  it will not  participate  in the  allocation  of the
Trust's  investment  gains and losses.  If a suspense account is in existence at
any time  during a  particular  Limitation  Year,  all  amounts in the  suspense
account must be allocated and reallocated to  Participants'  accounts before any
Employer contributions or any Employee contributions may be made to the plan for
that Limitation  Year.  Excess Amounts may not be distributed to Participants or
Former Participants other than under paragraphs 1 and 2 above.

D. Corrective Adjustments. As soon as is administratively feasible after the end
of the Plan  Year,  the  Maximum  Permissible  Amount  for the Plan Year will be
determined on the basis of the participant's  compensation for the Plan Year. If
a  participant's  Annual  Additions  under this Plan and all such other  Defined
Contribution  Plans  result in an Excess  Amount,  such Excess  Amount  shall be
deemed to consist of the amounts last allocated.

1. If an Excess Amount was allocated to a participant  on an allocation  date of
this Plan which  coincides  with an  allocation  date of another plan the Excess
Amount attributed to this Plan will be the product of:

(a) the total Excess Amount as of such date, times

(b) the ratio of (i) the amount  allocated  to the  participant  as of such date
under this  Plan,  divided by (ii) the total  amount  allocated  as of such date
under all qualified Defined Contribution Plans.

2. If an Excess Amount is allocated to a participant  on an allocation  date not
coinciding with this Plan, the entire Excess Amount shall be attributable to the
Plan whose Plan Year last ended.
E. Defined Benefit Plans. If the Employer maintains,  or at any time maintained,
a qualified  Defined Benefit Plan covering any participant in this Plan, the sum
of the participant's Defined Benefit Plan fraction and Defined Contribution Plan
fraction will not exceed 1.0 in any Plan Year. The Annual Additions which may be
credited to the participant's  account under this Plan for any Plan Year will be
limited in  accordance  with the  provisions  of the Plan and section 415 of the
Code.

F. Definitions.

1. "Annual Additions" means the sum of the following amounts allocated on behalf
of a participant for a Plan Year:

(a) all Employer contributions

(b) all Employee contributions (excluding rollover contributions, if any), and

(c) all forfeitures.

2. "Excess Amount" means the excess of the  participant's  Annual  Additions for
the Plan Year over the Maximum Permissible Amount.

3. "Maximum  Permissible  Amount" means for a Plan Year, the Maximum Permissible
Amount with respect to any participant, which shall be the lesser of (1) $30,000
(or such larger  amount as may be prescribed by the Secretary of the Treasury or
his delegate), or (2) twenty-five percent of the participant's  Compensation for
the Plan Year.

4. The words  "Defined  Benefit  Fraction"  shall  mean,  for any Plan  Year,  a
fraction

(a) the numerator of which is the projected  annual benefit of the  participant,
that is, the annual benefit to which he would be entitled under the terms of the
defined benefit plan on the assumptions  that he continues  employment until his
normal  retirement  date as  determined  under the terms of the Defined  Benefit
Plan, that his Compensation  continues at the same rate as in effect in the Plan
Year under  consideration  until his normal  retirement  date and that all other
relevant  factors used to  determine  benefits  under such Defined  Benefit Plan
remain  constant  as of the current  Plan Year for future Plan Years,  under all
Defined Benefit Plans maintained by the Employer,  determined as of the close of
the Plan Year and

(b) the denominator of which is the lesser of
(i) one and  one-fourth  (1.25) (one [1.0],  in the case of a Key  Employee*  in
either a Top-Heavy Plan* failing to provide the minimum  benefit  required under
section  415(h)(2)(A) of the Internal Revenue Code [or its successor] or a Super
Top-Heavy Plan) times the projected annual benefit of such participant under the
defined  benefit  plans  determined  as of the  close of the Plan Year as if the
defined  benefit plans  provided the maximum  benefits  allowable  under section
415(b)(1)(A)  of the  Internal  Revenue  Code  after  taking  into  account  all
applicable modifications of that dollar limit found in the Code, and

(ii) one and  four-tenths  (1.4)  times the  projected  annual  benefit  of such
participant  under the defined  benefit plans  determined as of the close of the
Plan Year as if the defined benefit plans provided benefits in the amount of the
maximum percentage-of-Compensation limit allowable under section 415(b)(1)(B) of
the Internal Revenue Code after taking into account all applicable modifications
of that percentage-of-Compensation limit found in the Code.

*See Article Twenty-One below.

5. The words  "Defined  Contribution  Plan" shall mean a  Retirement  Plan which
provides for an individual  account for each  participant and for benefits based
solely on the amount  contributed to the  participant's  account and any income,
expenses,   gains  and  losses,   and  any  forfeitures  of  accounts  of  other
participants which may be allocated to such participant's accounts.

6. The words "Defined  Benefit Plan" shall mean any Retirement Plan which is not
a Defined Contribution Plan.

7. The words "Defined  Contribution  Fraction"  shall mean, for any Plan Year, a
fraction

(a) the numerator of which is the sum of Annual  Additions to the  participant's
account for all years under all Defined  Contribution  Plans  maintained  by the
Employer in that Plan Year, and

(b) the denominator of which is the sum for the Plan Year and all prior years of
the lesser of:
(i) one and  one-fourth  (1.25),  or in the case of a Key  Employee  in either a
Top-Heavy  Plan failing to provide the minimum  benefit  required  under section
415(h)(2)(A)  of the  Internal  Revenue  Code  (or  its  successor)  or a  super
Top-Heavy  Plan, one (1),  times the maximum amount of Annual  Additions to such
participant's account under the Defined Contribution Plans which could have bene
made in accordance with the limitations set forth in section 415(b)(1)(A) of the
Internal Revenue Code after taking into account all applicable  modifications of
that dollar limit found in the Code, and

(ii) one and  four-tenths  (1.4)  times the  maximum  Annual  Additions  to such
participant's  account  under Defined  Contribution  Plans which could have bene
made in accordance with the  percentage-of-Compensation  limitation set forth in
section  415(b)(1)(B) of the Internal Revenue Code after taking into account all
applicable modifications of that  percentage-of-Compensation  limit found in the
Code.

The  Plan   Administrator   may  elect  that  the  denominator  of  the  Defined
Contribution  Plan Fraction for any participant for Plan Years before January 1,
1983, be an amount equal to the product of:

(a) the maximum amount of Annual Additions to such  participant's  account under
the Defined  Contribution Plans which could have been made under the limitations
set forth in section 415(c) of the Internal Revenue Code for those years, and

(b) the Transition Fraction.

For Plan Years  beginning  before 1976, the aggregate  amount taken into account
under subpart (i) above shall be deemed not to exceed the aggregate amount taken
into account under subpart (ii) above.

8. The words  "Retirement  Plan" shall mean (i) any profit  sharing,  pension or
stock bonus plan described in section 401(a) and 501(a) of the Internal  Revenue
Code, (ii) any annuity plan or annuity  contract  described in section 403(a) or
403(b) of the Internal  Revenue  Code,  (iii) any  qualified  bond purchase plan
described  in  section  405(a)  of the  Internal  Revenue  Code,  and  (iv)  any
individual retirement account,  individual retirement annuity or retirement bond
described in section 408(a), 408(b) or 409 of the Internal Revenue Code.

9. The words  "Transition  Fraction"  shall mean the fraction whose numerator is
the lesser of:
(a) $51,875, or

(b) one and four-tenths  (1.4)  multiplied by twenty-five  percent of the annual
Compensation  of the  participant  for the Plan Year  ending in 1981,  and whose
denominator is the lessor of:

(i) $41,500, or

(ii) twenty-five  percent of the annual  Compensation of the participant for the
Plan Year ending in 1981.

                                   ARTICLE SIX
               MATCHING AND PARTICIPANT VOLUNTARY CONTRIBUTIONS TO
                              PROFIT SHARING TRUST

A. No  participant  shall be required to make any  contribution  whatever to the
profit sharing trust. For plan years beginning prior to January 1, 1991, subject
to the provisions of Part B of Article Five and Part D of Article Six,  however,
any eligible  participant may each year  voluntarily  contribute on an after-tax
basis to the trust an amount  which,  when added to the  amount,  if any, of his
voluntary  contributions  to this  Plan  and all  other  qualified  plans of the
Employer,  does not exceed 10% of his  Compensation  while a  participant.  Such
voluntary contributions may be made by payroll deduction or by other methods and
at  intervals  in  accordance  with  rules  established  by  the  Administrative
Committee.  For plan  years  beginning  in 1991  and  thereafter,  no  voluntary
contributions are permitted.

B. All such  voluntary  contributions  shall be paid over to the profit  sharing
trust as soon as may be conveniently done and shall be thereafter represented as
Class 3 units as in this Plan  provided.  Such units  shall at all times be 100%
vested and nonforfeitable.

C. Contributions by participants made pursuant to the provisions of this Article
are not intended to be deductible by  participants  under section  219(a) of the
Internal Revenue Code nor any other provision thereof.

Cal.  For  each  Plan  Year,  the  Employer  shall   contribute  as  a  matching
contribution  an amount equal to a percentage of the elective  deferrals made by
the  Employer  on  behalf  of each  eligible  Participant,  but not to  exceed a
percentage of the Participant's  compensation for the Plan Year. Both percentage
figures shall be  determined  from year to year by the Board of Directors of UMB
in its discretion.
Ca2. The allocation of the matching  contribution  shall be made to Participants
who have made  elective  deferrals  to the Plan during the Plan Year and did not
accrue a benefit in the United  Missouri  Revised  Retirement  Plan for the Plan
Year and are either (a)  employed by the Employer at the end of the Plan Year or
(b) not  employed  by the  Employer  at the end of the Plan  Year by  reason  of
retirement,  death or disability in accordance  with Article Five.  All matching
contributions shall be allocated as Class 8 units.

D. Limitations on Matching and Voluntary Contribution Effective January 1, 1987:

1. The Average Contribution  Percentage (hereinafter "ACP") for Participants who
are Highly Compensated Employees for each Plan Year and the ACP for Participants
who are not Highly Compensated Employees for the same Plan Year must satisfy one
of the following tests:

(a) The ACP for Participants who are Highly  Compensated  Employees for the Plan
Year shall not exceed the ACP for  Participants  who are not Highly  Compensated
Employees for the same Plan Year multiplied by 1.25; or

(b) The ACP for Participants who are Highly  Compensated  Employees for the Plan
Year shall not exceed the ACP for  Participants  who are not Highly  Compensated
Employees for the same Plan Year  multiplied  by two (2),  provided that the ACP
for  Participants who are Highly  compensated  Employees does not exceed the ACP
for Participants who are not Highly  Compensated  Employees by more than two (2)
percentage points.

2. "Average Contribution  Percentage" shall mean the average of the Contribution
Percentages of the Eligible Participants in a group.

3. "Contribution Percentage" shall mean the ratio (expressed as a percentage) of
the  Participant's   Contribution   Percentage   Amounts  to  the  Participant's
compensation  for the Plan Year  (whether or not the employee was a  Participant
for the entire Plan Year).
4.  "Contribution  Percentage  Amounts"  shall  mean  the  sum of the  Voluntary
Contributions  and Matching  Contributions  made under the Plan on behalf of the
Participant for the Plan Year.  Such  Contribution  Percentage  Amounts may also
include all or a part of the  Elective  Deferrals  under this Plan and any other
plan of the Employer,  as provided in regulations  under the Code, to the extent
such  Elective  Deferrals  are  needed  to  meet  the  ACP  test  set  forth  in
Subparagraph 1(a) & (b), subject to such other requirements as may be prescribed
by the  Secretary of Treasury.  Elective  Deferrals  may only be utilized in the
Contribution  Percentage  Amounts  so  long as the ADP  test is met  before  the
Elective  Deferrals  are used in the ACP test and  continues to be met following
the exclusion of those Elective Deferrals are used in the ACP test and continues
to be met following the exclusion of those  Elective  Deferrals that are used to
meet the ACP test.

5.  "Eligible  Participant"  shall mean any  Employee  who is eligible to make a
Voluntary  Contribution  or  to  receive  a  Matching  Contribution   (including
forfeitures).

6. "Voluntary  Contribution"  shall mean any contribution made to the Plan by or
on behalf of a Participant that is included in the Participant's gross income in
the year in which made and that is maintained  under a separate account to which
earnings and losses are allocated.

7. "Matching  Contribution" shall mean an Employer  contribution made to this or
any other defined  contribution  plan on behalf of a Participant on account of a
Participant's Elective Deferral, under a plan maintained by the Employer.

8. Multiple Use: If one or more Highly Compensated Employees participate in both
a Cash or Deferred  Arrangement and a plan subject to the ACP test maintained by
the  Employer  and  the  sum of the ADP  and  ACP of  those  Highly  Compensated
Employees  subject to either or both tests exceeds the Aggregate Limit, then the
ACP of those Highly  Compensated  Employees  who also  participate  in a Cash or
Deferred  Arrangement  will be reduced  (beginning with such Highly  Compensated
Employee  who is the highest) so that the limit is not  exceeded.  The amount by
which each Highly  Compensated  Employee's  Contribution  Percentage  Amounts is
reduced shall be treated as an Excess Aggregate Contribution. The ADP and ACP of
the Highly Compensated  Employees are determined after any corrections  required
to meet the ADP and ACP  tests.  Multiple  use does not  occur if the ADP of the
Highly  Compensated  Employees does not exceed 1.25 multiplied by the ADP of the
Participants  who  are not  Highly  Compensated  Employees  or if the ACP of the
Highly  Compensated  Employees does not exceed 1.25 multiplied by the ACP of the
Participants who are not Highly  Compensated  Employees.  This section shall not
apply to Plan Years beginning before January 1, 1989.
9. "Aggregate Limit" shall mean the sum of (a) 125 percent of the greater of the
ADP of the Participants who are not Highly Compensated  Employees under the Plan
subject to Code Section  401(m) for the Plan Year  beginning  with or within the
Plan Year of the Cash or Deferred  Arrangement and (b) the lesser of 200% or two
plus the lesser of such ADP or ACP.

10. The Contribution  Percentage for any Participant who is a Highly Compensated
Employee and who is eligible to have Contribution  Percentage  Amounts allocated
to his or her account under two or more plans described in Section 401(a) of the
Code,  or  arrangements  described  in  Section  401(k)  of the  Code  that  are
maintained  by the  Employer,  shall  be  determined  as if the  total  of  such
Contribution   Percentage  Amounts  was  made  under  each  plan.  If  a  Highly
Compensated Employee  participates in two or more cash or deferred  arrangements
that have different plan years, all cash or deferred arrangements ending with or
within the same calendar year shall be treated as a single arrangement.

11. In the event that this Plan satisfies the  requirements of Sections  401(m),
401(a)(4) or 410(b) of the Code only if aggregated with one or more other plans,
or if one or more other plans satisfy the  requirements  of such sections of the
Code only if  aggregated  with this plan,  then this section shall be applied by
determining the Contribution Percentage of Employees as if all such plans were a
single plan.  For Plan Years  beginning  after  December 31, 1989,  plans may be
aggregated in order to satisfy  Section 401(m) of the Code only if they have the
same Plan Year.

12. For purposes of determining the Contribution Percentage of a Participant who
is  five-percent  owner or one of the ten most highly  paid  Highly  Compensated
Employees,   the  Contribution  Percentage  Amounts  and  compensation  of  such
Participant shall include the Contribution  Percentage  Amounts and compensation
for the Plan Year of Family  Members  (as  defined in Section  414(q)(6)  of the
Code). Family Members,  with respect to Highly Compensated  Employees,  shall be
disregarded as separate  employees in determining  the  Contribution  Percentage
both  for  Participants  who  are  not  Highly  Compensated  Employees  and  for
Participants who are Highly Compensated Employees.

13. For purposes of determining the ACP test,  Voluntary  Contribution  shall be
taken into account for a Plan Year only if such  contributions  are allocated to
the  Participant as of a date within such Plan Year, and Matching  Contributions
will be taken  into  account  for a Plan  Year  only if such  contributions  are
allocated  to the  Participant  as of a date  within such Plan Year and are paid
over to the  Trust  no  later  than  the  last  day of the  twelve-month  period
beginning on the day after the close of such Plan Year.

14. The Employer shall maintain records  sufficient to demonstrate  satisfaction
of the ACP test.
15. The  determination  and  treatment  of the  Contribution  Percentage  of any
Participant  shall satisfy such other  requirements  as may be prescribed by the
Secretary of the Treasury.

16. The Employer shall perform the ACP test for the Plan Year after the close of
such Plan Year and at such other times, if any, as the Plan Administrator  shall
select. Any interim testing shall be made for monitoring purposes only and shall
be based on a  Participant's  rate of  compensation in effect at the time of the
test. corrections required to be made in order to reduce the amount in excess of
the maximum permissible  Contribution Percentage shall be made from compensation
to be earned for the remainder of the Plan Year.

17.  In the  event  that the ACP for  Participants  who are  Highly  Compensated
Employees for the Plan Year exceeds the maximum ACP  permitted,  then the excess
of the aggregate Contribution Percentage Amounts taken into account in computing
the  numerator of the  contribution  Percentage  actually  made on behalf of the
Highly  Compensated  Employees for such Plan Year over the maximum  Contribution
Percentage   Amounts   permitted  by  the  ACP  test   (determined  by  reducing
contributions made on behalf of Highly  Compensated  Employees in order of their
Contribution  Percentages  beginning with the highest of such percentages) shall
be referred to as "Excess  Aggregate  Contributions"  shall be determined  after
first  determining   Excess  Elective  Deferrals  and  then  determining  Excess
Contributions.

18.   Notwithstanding  any  other  provision  of  this  Plan,  Excess  Aggregate
Contributions, plus any income and minus any loss allocable thereto, shall be:

(a) forfeited,  in the case of those Excess Aggregate Contributions allocated to
the Matching  Accounts of those  Participants  who were less than 100% vested in
the  Matching  Accounts  as of the end of the  Plan  Year in which  such  Excess
Aggregate Contributions were allocated. Such features shall be allocated for the
Plan Year in which such Excess Aggregate Contributions were allocated, after all
other forfeitures who are not Highly Compensated Employees and who made Elective
Deferrals  for  such  Plan  Year in the  ratio  which  each  such  Participant's
Compensation  for  the  Plan  Year  bears  to  total  Compensation  of all  such
Participants for such Plan Year, or
(b) in the case of all other  Excess  Aggregate  Contributions,  distributed  no
later than the last day of each Plan Year to Participants to whose accounts such
Excess  Aggregate  Contributions  shall be  allocated  to  Participants  who are
subject  to the family  member  rules of  Section  414(q)(6)  of the Code in the
manner prescribed by the regulations. If such Excess Aggregate Contributions are
distributed  more than 2-1/2 months after the last day of the Plan Year in which
such excess  amounts arose, a ten (10) percent excise tax will be imposed on the
Employer  maintaining the Plan with respect to those amounts.  Excess  Aggregate
Contributions shall be treated as Annual Additions under the Plan.

19.  Determination of Income or Loss.  Excess Aggregate  Contributions  shall be
adjusted  for any  income  or loss.  The  income  or loss  allocable  to  Excess
Aggregate  Contributions  is the sum of:  (a)  income or loss  allocable  to the
Participant's  Voluntary  Contribution Account for the Plan Year multiplied by a
fraction,   the  numerator  of  which  such   Participant's   Excess   Aggregate
Contributions  for the year and the  denominator  is the  Participant's  account
balance(s) attributable to Contribution Percentage Amounts without regret to any
income or loss occurring during such Plan Year.

20.   Accounting   for  Excess   Aggregate   Contributions.   Excess   Aggregate
Contributions  shall be  forfeited,  if  forfeitable,  or  distributed  from the
Participant's Class 8 units.

E. At any time but not more  frequently  than once each year, a participant  may
elect to  withdraw  an amount up to the  total  value of all Class 3 units  then
credited to his account and a number of such units, equal in value to the amount
withdrawn, shall thereupon be canceled. A participant who is married at the time
of making the withdrawal  election must furnish to the Administrative  Committee
the written  consent of his or her spouse.  Such  consent  must be signed by the
spouse and the spouse's signature witnessed by a notary public or plan official.

F. Elections to make voluntary contributions, shall be in writing, signed by the
participant and on such forms as the Committee shall provide.  Upon  termination
of employment,  the amount represented by the Class 3 units then credited to the
participant's  account shall be distributed in accordance with the provisions of
Article Eleven.

14.  Article Six, Section G is deleted.
ARTICLE SIX A
                 TRANSFERS FROM ESOP OF UMB FOR DIVERSIFICATION

Diversification  transfers from ESOP of UMB. Anything to the contrary herein not
withstanding,  the Trustee  shall accept from the Trustee of the trust forming a
part of the ESOP of UMB (a qualified employee stock ownership plan) transfers of
such portions of the account balances of those  participants in such plan as may
result  from  diversification  elections  made,  from  time  to  time,  by  such
participants in accordance with Section 408(a)(28) of the Internal Revenue Code.
Sums to be  transferred  to this Plan shall be accepted only if made in the form
of cash or its  equivalents.  Transfers shall be accepted only as of a valuation
date. The Trustee of the transferring trust shall provide to the Trustee of this
Plan,   together  with  the  transferred  funds,  a  listing   identifying  each
Participant  with  respect to whom the  transfer is made,  and the amount of the
transferred  funds to be credited  to each  Participant's  account.  The listing
shall include  sufficient  information of the various investment funds described
in Part A of  Article  Seven  hereof  necessary  to carry out the  Participant's
directions  of  the   Participants   whose  interests  in  the  ESOP  are  being
transferred. All units shall be credited to the accounts of the Participants who
interests they represent and shall thereafter be administered in all respects as
other credits to the account of the respective Participants.

                                  ARTICLE SEVEN
                    SEPARATE INVESTMENT FUNDS - PARTICIPANTS'
                RIGHTS OF ELECTION AND CONVERSION OF INVESTMENTS

A.  Investment  Funds.  For the purpose of providing a diversity  of  investment
objectives,  the trust  created and  maintained  as a part of this Plan shall be
divided into separate Funds as  hereinafter  described,  and general  references
herein to the "trust" or "profit  sharing trust" shall be understood to refer to
all of these Funds,  singly or together as the context indicates.  The Funds are
designated, and their respective investment policies are defined as follows:

Fund A - Balanced  Equity-Debt  Fund. To be invested in a diversified  portfolio
consisting of approximately  fifty percent in common stocks,  preferred  stocks,
convertible  securities or other equity  instruments,  and  approximately  fifty
percent in notes, bonds, debentures, mortgages or other debt securities; and for
such  purposes may be, but shall not be required to be,  invested in whole or in
part in a combination of the Pooled Equity and Pooled Debt Funds operated by the
Trustee.

Fund B - Money  Market  Fund.  To be  invested  in  short-term  debt  securities
commonly  classified as money-market  instruments;  and for such purpose may be,
but shall not be  required  to be,  invested  in whole or in part in the  Pooled
Income Fund operated by the Trustee.

Fund C - Equity  Fund.  To be  invested  in a  diversified  portfolio  of equity
securities as above-described  and real estate; and for such purpose may be, but
shall not be required to be,  invested in whole or in part in the Pooled  Equity
Fund operated by the Trustee.
Fund D - Debt Fund. To be invested in a diversified portfolio of debt securities
as  above-described;  and for such  purpose may be, but shall not be required to
be,  invested  in whole  or in part in the  Pooled  Debt  Fund  operated  by the
Trustee.

Fund E - Heartland  Fund.  To be invested in a  diversified  portfolio of common
stock, preferred stocks,  convertible securities ore other equity instruments of
smaller  capitalization  companies located in the eight-state  Midwest area; and
for such  purpose may be, but shall not be required to be,  invested in whole or
in part in the UMB  Heartland  Fund,  Inc., a no-load  mutual fund for which the
Trustee serves as investment advisor.

Fund F - World-Wide  Fund. To be invested in a  diversified  portfolio of common
stock,  preferred stocks,  convertible securities or other equity instruments of
larger  capitalization U.S. and international  stocks of established  companies.
The fund will be  invested  no more than 25% in U.S.  stocks or more than 20% in
any  single  foreign  company;  and for such  purpose  may be,  but shall not be
required to be, invested in whole or in part in the UMB World-Wide Fund, Inc., a
no-load mutual fund for which the Trustee serves as investment advisor.

B.  Allocation of  Contributions  to the Separate  Funds.  Upon  commencement of
participation hereunder,  each participant may, by filing an appropriate writing
with  the  Administrative  Committee  on or  prior  to the  date of the  initial
allocation  of funds to his or her  credit  under this Plan,  select  one,  two,
three, four, five or six of the Funds for the investment of all monies allocated
to his or her account. Any percentage of the monies allocated to the account may
be  allocated to any Fund except for Fund E and Fund F, which may not exceed 25%
of the Participant's account to be allocated,  respectively,  so long as the sum
of all percentages equals 100% and each percentage is a whole number.

Similarly,  a Participant may as of any Valuation Date, direct the conversion of
all of the units  allocated to his or her account in each of the Funds,  or such
portion  thereof  as it shall be  necessary  to  convert,  so that,  after  such
conversion,  his or her entire interest in the Plan shall be invested either all
in  one,  two,  three,  four,  five  or six  Funds,  so  long  as the sum of all
percentages  equals 100% each percentage is a whole number, and no more than 25%
of the Participant's account are allocated to Fund E or Fund F respectively. The
Participant  desiring any such conversion  shall evidence his or her election by
filing the  election in writing with the  Administrative  Committee at least one
day before the Valuation Date as of which the conversion is to be made.
ARTICLE EIGHT
               DIVISION OF FUNDS INTO UNITS - INDIVIDUAL ACCOUNTS
                        TO BE MAINTAINED FOR PARTICIPANTS

A.  General  Plan.  For  the  purpose  of  determining  and  accounting  for the
proportionate  interests of  participants in the profit sharing trust whether or
not such interests are vested,  each Investment Fund shall be divided into units
and  all  of  such  units  in  any  one  Fund  shall  be  of  equal  value.  The
Administrative Committee (or its agent, which may be the Trustee) shall maintain
an  account  for each  participant  showing  the  number  of units in each  Fund
credited to his account.  Such division into, and creation or  cancellation  of,
units shall be made as of the applicable  Valuation Date at which  contributions
or  forfeitures  are to be  allocated or as of which  benefit  amounts are to be
calculated, all as hereinafter provided.

B. Classification of Units. Units in the Funds shall be classified as follows:

1. Original Classification of Units.

(a) Units created to represent each participant's profit share in each year, and
units created to represent forfeitures, shall be designated Class 1 units.

(b) Units  created to represent  amounts  transferred  from the United  Missouri
Revised Retirement Plan pursuant to the provisions of Article Twenty, Section B,
shall be Class 2 units.

(c) Units created to represent the voluntary contributions of participants shall
be designated Class 3 units.

(d) Units  created to represent  the interest of  Participants  upon transfer of
fully vested account  balances from a plan previously  maintained by an Employer
before the Employer became a Participating  Employer shall be designated Class 5
units.

(e) Units created to represent the  interests of  participants  upon transfer of
account balances which are not necessarily  fully vested,  and which transfer is
incidental  to the  merger of a prior  plan  with and into  this  Plan  shall be
designated Class 6 units.
(f) Units  created to represent  amounts  transferred,  rolled over, or directly
rolled  over  from  Individual   Retirement  Accounts,   Individual   Retirement
Annuities,  or other  qualified  retirement  plans,  pursuant to Article Twenty,
except  amounts  described in Paragraph  1(g) below,  or from the ESOP of United
Missouri Bancshares, Inc. pursuant to the provisions of Section G of Article Six
shall be designated Class 7 units.

(g) Units  created to  represent  matching  contributions  made by the  Employer
pursuant to Article 6, and earnings on those  matching  contributions,  shall be
designated Class 8 units.

(h) Units  created to represent  the  Elective  Deferrals  of  Participant  made
pursuant to Article 4A and earnings on those Elective Deferrals and the interest
of Participants  upon transfer (but not rollover or direct  rollover) of account
balances  credited to the Participant  pursuant to an elective  deferral under a
cash or  deferred  arrangement  (Section  401(k)) and  earnings on the  elective
deferrals, and which transfer may be incidental to a merger of a prior plan into
this  Plan,  or  the  transfer  from  the  qualified   retirement  plan  of  the
Participant's prior employer shall be designated Class 9 units.

19.  Article Eight, Section B, Paragraph 2 is deleted.

C.  Monthly  Valuations  of Funds.  As of the last  business  day in each month,
except  December,  during  the  continuance  of this  Plan,  the  Administrative
Committee shall, with respect to each Fund:

1.  Determine  the unit  value  on said  date of  existing  units of the Fund by
determining  the value of the Fund on that date and  dividing  said value by the
number of then existing units of the Fund, and the value of the Fund on the last
business  day of any month shall mean the fair market value of all of its assets
on that date,  including  the dollar  amount of Employer  contributions  already
allocated as of the end of the preceding  Plan Year but not yet  received,  less
(a) the dollar amount of all Employer  contributions to the Fund for the current
year,  if any,  theretofore  received by the Fund,  and (b) the dollar amount of
contributions of participants  received by the Fund for the month ending on said
date, and (c) any expenses of the Fund theretofore incurred,  and unpaid on said
date,  and (d)  liabilities,  if any,  of the Fund in respect of unpaid  benefit
payments  under the Plan  whether  then due or to become due in the  future;  it
being  intended by this method to allocate to existing  units of the Fund all of
the  earnings  of, and all of the  appreciation  or  depreciation  (realized  or
unrealized ) upon the assets of, the Fund during the month;

2. Cancel all of the units of the Fund which are required to be canceled;
3. Create additional units of the Fund, at the unit value determined pursuant to
subpart 1 above, with the amount of participants'  contributions to the Fund for
such month,  allocating such additional  units among  participants who made such
contributions,  and credit the account of each such  participant with the number
of units thus allocated to him.

D.  Annual  Valuations  of Funds.  As of the end of each Plan  Year  during  the
continuance  of this Plan,  and following  the receipt of all of the  Employers'
contributions for the year, the Administrative  Committee shall, with respect to
each Fund:

1.  Determine  the unit value at the end of such year of  existing  units in the
Fund by determining  the value of the Fund on that date, and dividing said value
by the number of then existing  units of the Fund.  The value of the Fund at the
end of the year shall mean the fair  market  value of all sets on that date less
(a) the dollar  amount of all  Employer  contributions  to the Fund for the year
then ended, if any,  theretofore  received by the Fund and (b) the dollar amount
of  contributions  of  participants  received  by the Fund during the month then
ended and (c) any expenses of the Fund  theretofore  incurred and unpaid at such
year end and (d)  liabilities,  if any, of the Fund in respect of unpaid benefit
payments under the Plan, whether then due or to become due in the future;

2. Determine the particular group of Active Participants and former participants
who  pursuant to the  provisions  of Article  Four are  entitled to share in the
contributions  of the  Employers for such year;  and allocate  among such Active
Participants  and former  participants  the dollar  amount of forfeited  credits
allocable  thereto at the end of such year under the provisions of Article Nine,
in the same  proportion  as to each such member of the group as his profit share
for such year bears to the total  profit  shares for such year of all the Active
Participants  and former  participants  in such group;  and also  determine  the
portion thereof to be credited to the particular Fund;

3. Create and allocate additional units of the Fund at the unit value determined
pursuant to subpart 1 above, with respect to each Active  Participant and former
participant  entitled  to share in  Employer  contributions  for such  year,  by
applying  for each such  participant  the sum of the portion of his profit share
and the portion of his share of the forfeited credits determined under subpart 2
above to be credited to the particular Fund;
4.  Create and  allocate  additional  units of the Fund at the unit value  above
determined  with respect to each  participant  making a voluntary  participant's
contribution  for the month of December in such year,  by applying for each such
participant the amount of his contribution so made;

5.  Cancel all units of the Fund as required  by reason of any  distribution  of
whatsoever nature.

E.  Unit  Values -  Fractional  Units.  The  value of a unit in any of the Funds
maintained  under the Plan shall never, at the end of any Plan Year, be equal to
or more than $2.00.  If, at the end of any calendar  year of the Plan,  the unit
value in any particular  Fund would be $2.00 or more, then such unit value shall
be halved  and the  number of  existing  units in the  particular  Fund shall be
doubled before any further calculations are made.

Fractional  units shall be permitted  and  calculations  shall be carried to the
nearest tenth of one unit, ignoring smaller fractions,  provided,  however, that
if and when in the judgment of the Administrative  Committee,  or if the Trustee
is  maintaining  the  participants'  records,  then if and  when in the sole and
unrestricted  judgment of the Trustee, it shall become necessary or desirable to
eliminate fractional units in order to facilitate administration of the Plan, or
to make  administration  compatible  with any automated  record  keeping  system
employed by the Trustee, fractional units may, as of any Valuation Date selected
by the Trustee,  be converted to whole units by rounding all existing fractional
units to the nearest whole unit. In such event, all units created  subsequent to
such Valuation Date shall be rounded to the nearest whole unit, and fractions of
less than one-half shall be disregarded.

F. Alternative  Reporting.  The accounts of Participants may be maintained,  and
valuations and adjustments made, on the basis of account balances if the Trustee
deems such method desirable;  provided however, that such method does not result
in  any  variation  in  the  benefits  otherwise  to  be  provided  Participants
hereunder.

                                  ARTICLE NINE
                           KINDS AND BASIS OF BENEFITS

The  provisions  of  Article  Ten shall  take  precedence  over any  conflicting
provision of this Article Nine.

A.  Benefits  at  Retirement,  Disability  or Death.  If the  employment  by the
Employer  of any  participant  terminates  on or  after  his  normal,  early  or
disability  retirement  date, or if the participant  dies while in the employ of
the  Employer,  there  shall  be  payable  to the  participant  in the case of a
retirement or disability  benefit, or to his Beneficiary or Beneficiaries in the
case of a death benefit,  at the time or times and in one or more of the methods
provided in Article Eleven, the sum of the following:
1.  The  value  of all the  units  in any and all of the  Funds  hereunder  then
credited to his account  (including the amount of any  contribution,  other than
Employer contributions for the current Plan Year, received but not yet converted
to units); and

2. The value of all units to be credited as of the end of the relevant Plan Year
to his  account  by reason of his  sharing  in  Employer  contributions  for the
current  Plan  Year in which  his  retirement,  disability  retirement  or death
occurs.  For purposes of this Article Nine unit values shall be determined as of
the Valuation Date next preceding the date of payment of amounts attributable to
the units canceled for purposes of making distribution.

B. Benefits at Termination of Employment,  Other than by Retirement,  Disability
or Death. If the employment of any participant by the Employers  hereunder shall
terminate  for any cause or reason  other  than such  participant's  retirement,
disability or death, there shall be distributable to him as hereinafter provided
in Article Eleven the sum of the amounts determined as follows:

1. One hundred percent (100%) of the value of all of the Class 2, Class 3, Class
5, Class 7 and Class 9 units of any and all of the Funds hereunder then credited
to the Participant's account, if any, and

2. The  applicable  percentage  of the value of Class 1 and  Class 8 units  then
credited  or to  be  credited  to  the  Participant's  account,  the  percentage
depending  upon the number of the  Participant's  Years of Service  for  vesting
completed prior to the  Participant's  termination  date,  determined  under the
following vesting schedule:

  Years of         Vested Percentage of     Forfeited Percentage
  Service            Class 1 & Class 8      of Class 1 & Class 8
For Vesting                Units                   Units
___________        ____________________     ____________________
Less than 5                  0%                    100%
5 or more                  100%                      0%
                           and;

3. The applicable  percentage of the value of Class 6 units then credited to his
account,  such  percentage  depending  upon the number of Years of  Service  for
vesting  (as  set  further  in  Article  Two,  Paragraph  F3)  completed  to his
termination  date, and the vesting schedule of the prior plan, except that in no
situation  shall  the  vested  percentage  be less  than the  vested  percentage
maintained at the time of the establishment of the Class 6 unit.
C. Forfeitures

1. With respect to a Participant  who  terminates  and is not 100% vested in the
Participant's  Class 1 units,  Class 6 units, or Class 8 units, the amount equal
to the difference between the total value of such units, and the amount to which
the Participant is entitled from such units under the vesting  schedule shall be
forfeited.

All  forfeitures  occurring  during  the Plan Year  shall be held in an  account
designated "Forfeiture Account".

In  the  case  of a  Participant  having  no  non-forfeitable  interest  in  the
Participant's  Class 1, Class 6, or class 8 units, the respective units shall be
canceled  and  forfeited  immediately  upon  the  Participant's  termination  of
service,  subject  however,  to the  restoration  provisions  of  Paragraph 5 of
Section C of this Article Eight. In the case of a Participant having a partially
vested  interest  in a  Participant's  Class 1,  Class 6, or Class 8 units,  the
balance of the respective  units to which the  Participant is not entitled shall
be canceled and forfeited  immediately  upon the commencement of distribution of
such vested  interest,  subject to the restoration  provisions of Paragraph 4 of
this section. As of the last day of such Plan Year during which (or with respect
to which) such forfeitures occur, all such forfeitures (less the amount required
to restore previously  canceled Class 1, Class 6, or Class 8 units of reemployed
Participants  pursuant  to the  restoration  provisions  of  Paragraph 6 of this
Section)  shall  be  reallocated  among  all  active   Participants  and  former
Participants and former Participants entitled to share therein in the manner and
proportion set out in Paragraph 2 of Section D of Article 8.

2. In the event a former  Participant  who on  termination  was entitled to less
than 100% of the value of his Class 1, Class 6 or Class 8 units as determined in
accordance  with the  provisions  of Part B of this  Article  Nine,  received  a
distribution  of the termination  benefit and thereafter  resumes service in the
employ of an Employer,  such former  Participant shall have an absolute right to
make repayment to the Trustee of the entire amount previously distributed to the
Participant,  provided  that such  repayment  is made in full or on prior to the
date the  Participant  incurs  five  consecutive  One  Year  Breaks  in  Service
following the date of distribution.
3.  Anything  to the  contrary  notwithstanding,  if a former  Participant  upon
termination of participation  is not entitled to a nonforfeitable  percentage of
his Class 1, Class 6 or Class 8 units and shall later resume  employment  in the
service of the Employer,  Years of Service prior to a One-Year  Break in Service
shall not be taken into account in determining  the Years of Service for Vesting
if the  number of  consecutive  such  Breaks in Service  equals or  exceeds  the
aggregate number of Years of Service prior to such Break in Service or Breaks in
Service.

4. If,  pursuant to the  provisions  of Article  Ten, a  Participant  receives a
distribution  which is less than the  value of all  Class 1,  Class 6 or Class 8
units  credited  to his  account  and  thereafter  resumes  employment  with the
Employer, his Class 1, Class 6 or Class 8 units, to the extent of their value on
the date of distribution, shall be restored if the Participant makes, within the
time therein specified, the repayment described in subpart 2 of this Part C.

5. If a Participant upon termination of service has no  nonforfeitable  interest
in his Class 1, Class 6 or Class 8 units and resumes employment with an Employer
on or before  the date he incurs  five  consecutive  One-Year  Breaks in Service
following his termination of service, the value of his Class 1, Class 6 or Class
8 units,  determined  as of the date of such  termination  of service,  shall be
restored.

6. To the extent  necessary to restore any amount to the credit of a Participant
whose  employment  has  resumed  following  a  service  termination,  under  the
provisions of this Part C, such amount shall first be obtained from  forfeitures
pending  reallocation,  but if such source is  insufficient,  next from  current
investment  gain taken ratably  (based on total values as of the relevant  date)
from each of the  Investment  Funds,  but if such source is still  insufficient,
finally  such  amount  shall be  obtained  from  contributions  of the  Employer
(without regard to profits).

D. Years of Service for Vesting.  In computing a Participant's  Years of Service
for Vesting,  all of his Years of Service with the Employers shall be taken into
account, except as otherwise provided in this Part D.

1. In the case of a Participant who has five or more consecutive One-Year Breaks
in Service, the Participant's  pre-break service will count in vesting his Class
1, Class 6 or Class 8 units only if either:

(a) Such Participant has any nonforfeitable  interest in his Class 1, Class 6 or
Class 8 units at the time of separation from service, or

(b) upon  returning  to service  the number of  consecutive  one-year  Breaks in
Service is less than the number of Years of Service.
2. In the case of any  Participant who has incurred a One-Year Break in Service,
Years of  Service  before  such break  will not be taken  into  account  for the
purpose of vesting until the  Participant  has completed a Year of Service after
such break in service.

3. In the case of a Participant who has five or more consecutive One-Year Breaks
in Service all service after such breaks in service will be disregarded  for the
purpose of vesting  his Class 1,  Class 6 or Class 8 units that  accrued  before
such breaks in  service.  Such  Participant's  pre-break  service  will count in
vesting the post-break Class 1, Class 6 or Class 8 units only if either:

(a) such Participant has any nonforfeitable  interest in his Class 1, Class 6 or
Class 8 units at the time of separation from service, or

(b) upon  returning  to service  the number of  consecutive  one-year  Breaks in
Service is less than the number of Years of Service.

4.  Separate  accounts will be maintained  for the  Participant's  pre-break and
post-break  Class 1, Class 6 or Class 8 units.  Both  accounts will share in the
earnings and losses of the respective investment fund(s) in which such units are
invested.

E. Overlap  Rule. If an Employee  satisfies the One-Year of Service  requirement
for  participation,  but does not have  1,000  Hours of  Service  in either  the
calendar  year in which that year of service  begins or in the calendar  year in
which  that Year of Service  ends,  he shall  nonetheless  receive  One-Year  of
Service for vesting for the calendar year in which that year of service ends.

F. This Plan  specifically  permits  distribution  to an alternate payee under a
Qualified  Domestic  Relations  Order at any time  irrespective  of whether  the
Participant  has  obtained his earliest  retirement  age (as defined  under Code
Section  414(p)) under the Plan. A distribution  to an alternate  payee prior to
the  participant's  attainment of earliest  retirement age is available only if:
(1) The order  specifies  distribution  at that  time or  permits  an  agreement
between the plan and the  alternate  payee to authorize an earlier  distribution
and (2) the alternate payee consents to any distribution  occurring prior to the
participant's attainment of earliest retirement age.

Nothing  in this  section  shall  permit a  participant  to a right  to  receive
distribution  at a time  otherwise  not  permitted  under  the Plan nor shall it
permit the alternate  payee to receive a form of payment not permitted under the
Plan.
ARTICLE TEN
                     JOINT AND SURVIVOR ANNUITY REQUIREMENTS

A. The  provisions of this Article shall take  precedence  over any  conflicting
provision  in this Plan.  The  provisions  of this  Article  shall  apply to any
participant  who is credited with at least one Hour of Service with the Employer
on or after August 23, 1984, and such other  participants  as provided in Part F
of this Article.

B.  Payment of any  benefit  amount  under this Plan shall not be required to be
made in the form of a Qualified  Joint and  Survivor  Annuity in any case unless
the participant  entitled thereto is qualified to retire under the Plan. In that
case,  however,  unless an optional form of benefit (other than a death benefit)
is selected pursuant to a Qualified  Election within the 90-day period ending on
the date benefit  payments would  otherwise  commence,  a married  participant's
vested  account  balance  will be paid in the  form  of a  Qualified  Joint  and
Survivor Annuity, and an unmarried  participant's vested account balance will be
paid in the  form  of a life  annuity,  provided,  however,  that if the  vested
account balance does not exceed $3,500, the benefit will be paid in a lump sum.

C. Unless an  optional  form of benefit has been  selected  within the  Election
Period pursuant to a Qualified  Election,  if a participant dies before benefits
have commenced,  then fifty percent of the participant's  vested account balance
shall be applied for the benefit of the  Surviving  Spouse and the balance shall
be  distributed  to the  beneficiary  or  beneficiaries  in accordance  with the
provisions of Part B of Article Thirteen. The Surviving Spouse may elect to have
such annuity (or equivalent benefit where applicable)  distributed  immediately.
If the amount of such benefit  exceeds  $3,500,  it shall be applied  toward the
purchase  of an annuity for the life of the  Surviving  Spouse;  otherwise,  the
benefit will be paid in a lump sum.

D. Definitions of terms used in this Article:

1. Election Period: The period which begins on the first day of the Plan Year in
which the participant  attains age 35 and ends on the date of the  participant's
death.  If a  participant  separates  from service prior to the first day of the
Plan Year in which age 35 is attained, with respect to the account balance as of
the date of separation, the election shall begin on the date of separation.
2. Qualified  Election:  A waiver of a Qualified Joint and Survivor Annuity or a
qualified preretirement survivor annuity. The waiver must be in writing and must
be consented to by the  participant's  Spouse.  The Spouse's consent to a waiver
must be witnessed by a Plan  representative or notary public and must be limited
to a benefit for a specific alternate beneficiary.  Notwithstanding this consent
requirement,  if  the  participant  establishes  to the  satisfaction  of a Plan
representative that such written consent may not be obtained because there is no
Spouse or the Spouse  cannot be  located,  a waiver  will be deemed a  Qualified
Election.  Any consent  necessary  under this  provision  will not be valid with
respect to any other Spouse. Additionally, a revocation of a prior waiver may be
made by a  participant  without the consent of the Spouse at any time before the
commencement of benefits.  The number of revocations  shall not be limited.  Any
new waiver or change of beneficiary will require a new spousal consent.

3.  Qualified  Joint  and  Survivor  Annuity:  An  annuity  for the  life of the
participant with a survivor annuity for the life of the Spouse which is not less
than fifty  percent  and not more than 100  percent of the amount of the annuity
which is payable  during the joint lives of the  participant  and the Spouse and
which is the amount of benefit  which can be  purchased  with the  participant's
vested account balance.

4. Spouse (Surviving Spouse): The Spouse or Surviving Spouse of the participant,
provided that a former Spouse will be treated as the Spouse or Surviving  Spouse
to the extent provided under a qualified  domestic  relations order as described
in section 414(p) of the Internal Revenue Code.

E. Notice Requirements.

1. In the case of a Qualified Joint and Survivor  Annuity as described in Part D
of this  Article  the  Committee  shall,  if at any time the Plan does not fully
subsidize the cost of the survivor annuities,  provide each participant within a
reasonable  period prior to the  commencement of benefits a written  explanation
of:

(a) The terms and conditions of a Qualified Joint and Survivor Annuity;

(b) The participant's right to make, and the effect of, an election to waive the
Qualified Joint and Survivor Annuity form of benefit;

(c) The rights of a participant's Spouse; and

(d) The right to make, and the effect of, a revocation of a previous election to
waive the Qualified Joint and Survivor Annuity.
2. In the case of a qualified  preretirement  survivor  annuity as  described in
Part C of this article,  the Committee shall provide each participant within the
period  beginning  on the first  day of the Plan  Year in which the  participant
attains  age 32 and  ending  with  the  close  of the  Plan  Year in  which  the
participant attains age 35, a written explanation of the qualified preretirement
survivor  annuity in such terms and in such manner as would be comparable to the
explanation  provided for meeting the requirements of subsection (a), applicable
to a Qualified Joint and Survivor Annuity.

If a  participant  enters the Plan after the first day of the Plan Year in which
the participant attained age 32, the Committee shall provide such explanation no
later  than  the  close of the  third  Plan  Year  succeeding  the  entry of the
participant in the Plan.

F. Transitional Rules.

1. Any living  participant not receiving  benefits on August 23, 1984, who would
otherwise not receive the benefits  prescribed by the previous  sections of this
Article  must be given the  opportunity  to elect to have the prior  sections of
this Article  apply if such  participant  is credited  with at least one Hour of
Service  under this Plan in a Plan Year  beginning on or after  January 1, 1976,
and such  participant  had at least ten Years of Service when he separated  from
service.

2. Any living  participant  not receiving  benefits on August 23, 1984,  who was
credited with at least one Hour of Service under this Plan on or after September
2,  1974,  and who is not  otherwise  credited  with any  service in a Plan Year
beginning on or after January 1, 1976, must be given the opportunity to have his
benefits paid in accordance with numbered paragraph 4 below:

3. The respective  opportunities to elect (as described in numbered  paragraph 1
and 2 above) must be afforded to the appropriate  participants during the period
commencing on August 23, 1984, and ending on the date benefits  would  otherwise
commence to said participants.

4. Any  participant who has elected  pursuant to numbered  paragraph 2 above and
any participant who does not elect under numbered paragraph 1 above or who meets
the requirements of such paragraph except that such participant does not have at
least ten Years of  Service  when he  separates  from  service,  shall  have his
benefits  distributed in accordance  with all of the following  requirements  if
benefits would have been payable in the form of a life annuity:
(a)  Automatic  joint and  survivor  annuity.  If benefits in the form of a life
annuity become payable to a married participant who:

(i)  begins to receive  payments  under the Plan on or after  Normal  Retirement
Date; or

(ii)  dies on or after  Normal  Retirement  Date  while  still  working  for the
Employer; or

(iii)  begins to receive  payments on or after the  qualified  Early  Retirement
Date; or

(iv) separates from service on or after attaining Normal Retirement Date (or the
qualified   early   retirement   age)  and  after   satisfying  the  eligibility
requirements  for the payment of  benefits  under the Plan and  thereafter  dies
before  beginning to receive such benefits;  then such benefits will be received
under this Plan in the form of a Qualified  Joint and Survivor  Annuity,  unless
the participant has elected  otherwise during the Election Period.  The Election
Period must begin at least 6 months  before the  participant  attains  qualified
early  retirement age and end not more than 90 days before the  commencement  of
benefits.  Any election  hereunder  will be in writing and may be changed by the
participant at any time.

(b) Election of early  survivor  annuity.  A participant  who is employed  after
attaining the qualified  early  retirement age will be given the  opportunity to
elect,  during the Election Period, to have a survivor annuity payable on death.
If the participant elects the survivor annuity, payments under such annuity must
not be less than the payments which would have been made to the Spouse under the
Qualified Joint and Survivor  Annuity if the participant had retired on the date
before is death. Any election under this provision will be in writing and may be
changed by the  participant at any time. The Election Period begins on the later
of:

(i) The 90th day before the participant  attains the qualified early  retirement
age, or

(ii)  The  date  on  which  participation  begins;  and  ends  on the  date  the
participant terminate employment.

(c) For purposes of this subpart 4:
(i) Qualified early retirement age is the latest of:

(aa) The earliest date,  under the Plan, on which the  participant  may elect to
receive retirement benefits,

(bb) The first day of the 120th month beginning  before the participant  reached
Normal Retirement Date, or

(cc) The date the participant begins participation.

(ii)  Qualified  Joint &  Survivor  Annuity  is an  annuity  for the life of the
participant  with a survivor  annuity for the life of the spouse as described in
numbered paragraph 3 of Part D of this Article.

                                 ARTICLE ELEVEN
                               PAYMENT OF BENEFITS

A. Administrative Committee to Determine Benefits.  Except as otherwise provided
in Article Ten, "Joint and Survivor Annuity  Requirements",  the requirements of
this Article shall apply to the  distribution  of any accrued benefit or portion
thereof. The Administrative Committee, in accordance with the rules set forth in
this Article,  shall make all  determinations as to what persons are entitled to
receive benefits under the provisions of this Plan, and as to the kind,  amount,
time and method of  payment of such  benefits,  and such  determinations  of the
Administrative  Committee when not in direct conflict with such rules,  shall be
final.  The  Administrative  Committee  shall direct the Trustee in writing with
respect  to the  payment  of all  benefits  to be made  from the Plan and  shall
include in each such direction the name,  address and Social  Security number of
the benefit  payee and such other  information  as the  Trustee  may  reasonably
require.

B. Direct Transfer of Benefits to Other Qualified Plans. All or a portion of the
accrued benefit of any participant who has terminated  service with the Employer
may, upon the written request of such  participant  and approval  thereof by the
Administrative  Committee,  and the Trustee's receipt of written evidence of the
transferee's  willingness to accept such assets in trust,  be transferred to the
trustee  or  custodian  of a  qualified  plan of a  successor  employer  of such
participant.
C. Payment to Minors or Legal  Incompetents.  In case any minor or other legally
incompetent  person  shall  become  entitled to receive  any benefit  hereunder,
payment shall be made in such of the following methods as the Plan Administrator
shall direct in writing:

1. directly to such person;

2. to the legal representative of such person; or

3. to a relative of such  person or other  person  having the actual  custody of
such minor or other legally incompetent person, for the benefit of the latter.

D.  Distribution  Methods.  Distributions,  if not made in lump sum, may only be
made over one of the following periods (or a combination thereof):

1. The life of the Participant.

2. The lives of the Participant and his designated beneficiary.

3. A period certain not extending  beyond the life expectancy of the Participant
or

4. A period certain not extending beyond the joint life and last survivor of the
Participant and his designated beneficiary.

To the extent practical,  distributions may be made in cash or in kind or partly
in cash or partly in kind. The units of a Participant receiving installments may
be classified Class 4 units if the Administrative Committee so directs.

The portion of any benefit resulting from sharing in the Employer  contributions
for the current Plan Year in which the Participant's  retirement occurs shall be
paid in full in a lump  sum as soon as  administratively  practicable  and in no
event  later  than  April 1 of the  following  Plan  Year,  or if payment of the
primary  portion of the benefit has been postponed to such following  year, then
this final  portion may be added thereto and paid as a part of and in the manner
selected for such primary portion.
In the case of periodic payments, the amount to be distributed each year must be
at least an amount equal to the quotient  obtained by dividing the Participant's
entire  interest by the life  expectancy  of the  Participant  or joint and last
survivor  expectancies  of the  Participant  and  designated  beneficiary.  Life
expectancy and joint and last survivor expectancy are computed by the use of the
return multiples contained in section 1.72-9 of the Income Tax Regulations.  For
purposes  of  this   computation,   a  Participant's   life  expectancy  may  be
recalculated no more frequently than annually, however, the life expectancy of a
nonspouse  beneficiary may not be recalculated.  If the Participant's  spouse is
not the designated beneficiary,  the method of distribution selected must assure
that at least fifty  percent of the present  value of the amount  available  for
distribution is paid within the life expectancy of the Participant.

E. Rules Governing Benefit Payments.

1. Benefit payments  hereunder shall be paid or commenced to be paid at the time
specified by the  Administrative  Committee and in accordance with the following
rules:

(a) If the  vested  portion  of the  participant's  account(s)  does not  exceed
$3,500,  the  benefit  payment  shall be made in a lump  sum no  later  than one
hundred  twenty days  following  the end of the Plan Year during  which  service
terminates.  However,  no  distribution  shall be made pursuant to the preceding
sentence after the first day of the first period for which an amount is received
as an annuity  unless  the  participant  and his  spouse  (or the  participant's
Surviving Spouse) consent in writing to such distribution.

(b) If the vested portion of the participant's  account(s)  exceeds $3,500,  the
benefit  payment shall be made no later than one hundred  twenty days  following
the end of the Plan Year during which  service  terminates,  if the  participant
entitled  thereto  (and his  Spouse)  has in writing  evidenced  his  consent to
payment  within  such  period;  otherwise,  the  benefit  payment  shall be paid
following,  and within  sixty days  thereof,  the close of the Plan Year  during
which the latest of the following  events  occur;  provided,  however,  that the
participant  may  elect  a  later   distribution  under  the  conditions  herein
specified:

(i) attainment of such participant's Normal Retirement Date;

(ii)  the  tenth  anniversary  of  the  date  when  such  participant  commenced
participation in the Plan;

(iii) termination of such participant's service with the Employer.
Anything in this subsection to the contrary notwithstanding,  the Committee upon
the written request of the participant or  Beneficiary(ies),  may elect to cause
payment of any benefit  subject to the provisions of this  subsection to be made
at an earlier date than  specified  above,  in the event of the earlier death or
Permanent and Total Disability of the participant  entitled  thereto,  or in the
event such participant requests in writing distribution at an earlier date.

2.  Required  Commencement  Date of  Distributions.  The  account  balance  of a
participant,  including a participant  whose  employment by the Employer has not
terminated,  must be distributed or commenced to be  distributed,  no later than
the fist day of April  following  the  calendar  year in which such  participant
attains age 70 1/2.

3. Transitional Rule.

(a)  Notwithstanding  the other  requirements of this Article and subject to the
requirements  of  Article  Ten,  "Joint  and  Survivor  Annuity   Requirements",
distribution  on behalf of any participant may be made in accordance with all of
the following requirements (regardless of when such distribution commences):

(i) The distribution by the Trust is one which would not have  disqualified such
Trust under section 401(a)(9) of the Code as in effect prior to amendment by the
Deficit Reduction Act of 1984.

(ii) The distribution is in accordance with a method of distribution  designated
by the participant  whose interest in the Trust is being  distributed or, if the
participant is deceased, by a beneficiary of such participant.

(iii) Such  designation  was in writing,  was signed by the  participant  or the
beneficiary, and was made before January 1, 1984.

(iv) The  participant  had accrued a benefit  under the Plan as of December  31,
1983.

(v) The method of distribution  designated by the participant or the beneficiary
specifies the time at which  distribution  will commence,  the period over which
distributions  will be  made,  and in the  case  of any  distribution  upon  the
participant's  death, the  beneficiaries  of the participant  listed in order or
priority.

(b) A  distribution  upon death will not be  covered by this  transitional  rule
unless the  information  in the  designation  contains the required  information
described above with respect to the  distributions  to be made upon the death of
the participant.
(c) For any distribution  which commences before January 31, 1984, but continues
after  December 31, 1983,  the  participant,  or the  beneficiary,  to whom such
distribution  is being made,  will be presumed to have  designated the method of
distribution  under  which  the  distribution  is being  made if the  method  of
distribution  was  specified  in  writing  and the  distribution  satisfies  the
requirements in subsections (i) and (v) above.

(d) If a designation  is revoked any  subsequent  distribution  must satisfy the
requirements  of  Code  section  401(a)(9)  as  amended.   Any  changes  in  the
designation will be considered to be a revocation of the  designation.  However,
the more  substitution or addition of another  beneficiary (one not named in the
designation)  under the designation will not be considered to be a revocation of
the  designation,  so long as such  substitution  or addition does not alter the
period over which  distributions are to be made under the designation,  directly
or indirectly (for example, by altering the relevant measuring life).

F.  Distributions  after  Death of  Participant.  Subject to the  provisions  of
Article  Ten,  upon  the  death of a  participant,  the  following  distribution
provisions shall take effect:

1. If the participant dies after distribution of his interest has commenced, the
remaining  portion of such interest will continue to be  distributed at least as
rapidly  as  under  the  method  of   distribution   being  used  prior  to  the
participant's death.

2. If the participant dies before  distribution of his interest  commences,  the
participant's entire interest will be distributed no later than five years after
the participant's death except to the extent that an election is made to receive
distributions in accordance with (a) or (b) below:

(a) if any  portion of the  participant's  interest  is payable to a  designated
Beneficiary,  distributions may be made in substantially equal installments over
the life expectancy of the designated  Beneficiary  commencing no later than one
year after the participant's death;
(b) if the designated  Beneficiary is the participant's  surviving  spouse,  the
date  distributions are required to begin in accordance with (a) above shall not
be earlier  than the date on which the  participant  would have  attained age 70
1/2, and, if the spouse dies before  payments  begin,  subsequent  distributions
shall be made as if the spouse had been the participant.

3. For purposes of subsection  (2) above,  payments will be calculated by use of
the return  multiples  specified  in  section  1.72-9 of the  regulations.  Life
expectancy of a surviving  spouse may be recalculated  annually.  In the case of
any other designed  Beneficiary,  life expectancy will be calculated at the time
payment first commences and payments for any 12-consecutive month period will be
based on such life  expectancy  minus the  number of whole  years  passed  since
distribution first commenced.

4. For purposes of this section,  any amount paid to a child of the  participant
will be  treated  as if it had been paid to the  surviving  spouse if the amount
becomes  payable  to the  surviving  spouse  when the child  reaches  the age of
majority.

If more than one  Beneficiary  shall  have been  designated,  the  amount of the
benefit shall be paid to the  Beneficiaries so designated in the same respective
proportions  as provided in the  instrument of  designation,  otherwise in equal
parts.  Irrespective  of the  foregoing,  however,  no part of any death benefit
shall be paid to a Beneficiary  who is not living at the time payment thereof is
to be  made,  and,  if one or more but less  than  all of the  Beneficiaries  so
designated is then deceased, the parts to which the Beneficiaries who are living
are  entitled  shall be  proportionately  enlarged  accordingly.  If none of the
Beneficiaries  so  designated  shall be living at the time  payment of the death
benefit is to be made, or if no designation of Beneficiary shall be in effect at
the time of death of the  participant  on  account  of which the  death  benefit
becomes  payable,  the  entire  benefit  shall be paid to the  person(s)  of the
following class and in the following  order of preference,  as determined by the
Administrative Committee:

1. The widow or widower of the decedent; but if none, then to

2. The surviving natural and adoptive children of the decedent,  in equal shares
per capita and not per stirpes; but if none, then to

3. The personal representative of the decedent.
The legal incapacity of any designated living Beneficiary to take that
portion of a death benefit to which he would otherwise be entitled,
shall not be deemed to transfer the right of payment to any portion
thereof to another Beneficiary whose entitlement thereto was made
contingent upon the death of the designated Beneficiary so
incapacitated. In such case the portion of the death benefit which
otherwise would be payable to the incapacitated designee shall be paid
in accordance with the foregoing order of preference.

G. No Benefit Due Until Amount Determined. In case the entire amount of any
benefit provided  hereunder shall become payable under the provisions of Article
Nine before such amount can be fully determined, then notwithstanding such other
provisions  to the contrary,  such benefit  shall be payable  within thirty (30)
days after the entire amount  thereof can be fully  determined.  No  participant
hereunder  shall have the right to compel the Trustee to make any payment out of
the Plan Trust except as provided in this Article Eleven.

     H. Direct Rollovers. This section applies to distributions made on or after
January 1, 1993. Notwithstanding any provisions to the plan to the contrary that
would otherwise limit a Distributee's election under this Article, a Distributee
may elect, at the time and in the manner  prescribed by the Plan  Administrator,
to have any portion of an Eligible  Rollover  Distribution  paid  directly to an
Eligible Retirement Plan specified by the Distributee in a Direct Rollover.

     1. Eligible Rollover  Distribution - An Eligible  Rollover  Distribution is
any  distribution  of all or any  portion  of the  balance  to the credit of the
Distributee  except that an Eligible Rollover  Distribution does not include any
distribution  that is one of a series of substantially  equal periodic  payments
(not less frequently than annual) made for the life (or life  expectancy) of the
Distributee or the joint lives (or joint life  expectancies)  of the Distributee
and the  Distributee's  designated  beneficiary or for a specified period of ten
years or more;  any  distribution  to the extent such  distribution  is required
under Section  401(a)(9) of the Code; and the portion of any distribution  which
is not  includible in gross income  (determined  without regard to the exclusion
for net unrealized appreciation with respect to employer securities).

     2. Eligible  Retirement Plan - An Eligible Retirement Plan is an individual
retirement  account  described  in  Section  408(a) of the Code,  an  individual
retirement  annuity described in Section 408(b) of the Code, and an annuity plan
described  in Section  403(a) of the Code,  or a qualified  trust  described  in
Section  401(a) of the Code that  accepts the  Distributee's  Eligible  Rollover
Distribution.  However, in the case of an Eligible Rollover  Distribution to the
surviving  spouse,  an  Eligible  Retirement  Plan is an  individual  retirement
account or individual retirement annuity.
3. Distributee - A Distributee includes an Employee or former Employee.  In
addition,   the  Employee's  or  former  Employee's  surviving  spouse  and  the
Employee's  or former  Employee's  spouse or former  spouse who is the alternate
payee under a Qualified Domestic Relations Order as defined in Section 414(p) of
the Code are  Distributees  with respect to the interest of the spouse or former
spouse.

     4.  Direct  Rollover  - A Direct  Rollover  is a payment by the plan to the
Eligible Retirement Plan specified by the Distributee.

                                 ARTICLE TWELVE
                               WITHDRAWALS - LOANS

     A. Withdrawals

     1. A participant  having any Class 3 units or Class 7 units (subject to the
restriction set forth in Article Twenty)  credited to his or her account may, by
submitting to the Administrative Committee at any time his or her election so to
do,  withdraw any portion or all of the current value of such units.  To provide
the funds for any such  withdrawal,  units shall be canceled as of the valuation
thereof at the end of the month  preceding the  participant's  request,  and the
amount so  determined  shall be payable to the  participant  promptly and in any
case within sixty days after the date of such request.

     2. Any  participant  having  attained  the age of 59 2 years may,  although
continuing in the employment of the Employer,  upon request in writing submitted
to the  Administrative  committee,  effect  the  withdrawal  of the value of his
entire  accrued  benefit under the plan (but no less than such amount) as of any
Valuation Date. such request must be received by the Committee no later than the
Valuation  Date with respect to which the withdrawal is to be made. For purposes
of this provision the term 'accrued  benefit" shall have reference to the sum of
all classes of units credited to the account of the  participant,  to the extent
of his vested interest therein.

     A withdrawal  made pursuant to the provisions of this subpart shall have no
effect upon the withdrawing  participant's eligibility to share in contributions
of the Employer made  coincident  with or subsequent to the Valuation Date as of
which the withdrawal is made.
In the  event  a  withdrawing  participant  shall,  as of the  date  of the
withdrawal,  have any loan  indebtedness  to the plan  outstanding,  the  amount
withdrawn  shall first be applied by the Trustee to the extent required to fully
satisfy such  indebtedness and the balance of such amount then be distributed to
the participant.

     3(a) A Participant  having any Class 9 units credited to his or her account
may, by submitting  to the  Administrative  Committee the required  information,
withdraw any portion or all of the current  value of Class 9 units,  except that
amount attributable to earnings on elective deferrals accrued after December 31,
1988,  to the extent  necessary  to satisfy a hardship of the  Participant.  For
purposes  of this  section,  hardship  is  defined  as an  immediate  and  heavy
financial need of the  Participant.  Hardship  distributions  are subject to the
spousal  consent  requirements  contained in Sections  401(a)(11) and 417 of the
Code.

     3(b) The following are the only needs considered immediate and heavy:

     (1)  Expenses  for medical  care  described  in Section 213 (d) of the Code
previously  incurred  by  the  Participant,  the  Participant's  spouse,  or any
dependents of the Participant,  or necessary for these persons to obtain medical
care described in Section 213 (d) of the Code.

     (2) Costs directly related to the purchase of a principal residence for the
Participant (excluding mortgage payments).

     (3)  Payments of tuition and related  educational  fees for the next twelve
months  of  post-secondary  education  for the  Participant,  the  Participant's
spouse, children or dependents.

     (4) Payments  necessary to prevent the eviction of the Participant from the
Participant's  principal  residence  or  foreclosure  on the  mortgage  on  that
residence.

     3(c)  The  maximum  amount  that  may  be  withdrawn  in  the  event  of  a
Participant's  hardship  is the  lesser  of (1) the  value of the  Class 9 units
credited to his or her  account  less that  amount  attributable  to earnings on
elective deferrals accrued after December 31, 1988, and (2) the amount needed to
satisfy the immediate and heavy  financial need of the  Participant.  The amount
may include any amounts  necessary  to pay any  federal,  state or local  income
taxes or penalties reasonably anticipated to result from the distribution.
(d) To obtain a hardship distribution, a Participant must have obtained all
distributions,  other than hardship  distributions,  and all  nontaxable (at the
time of the loan) loans currently  available  under all plans  maintained by the
Employer.

     (e) Any Participant who obtains a hardship  distribution  (1) is prohibited
from making any  elective  deferrals  or elective  contributions  to this or any
other plan maintained by the Employer for twelve months after the receipt of the
hardship distribution; (2) must limit any elective deferral to this or any other
plan  maintained  by the Employer  for the next  taxable year to the  applicable
limit  under  Section  402(g) of the Code for that year minus the  Participant's
elective contributions for the year of the hardship distribution.

     B. Loans.

     1. Upon the application of a participant the Administrative  committee may,
as investments of Fund A, grant one or more loans to such participant,  provided
that no loan shall be made after  October 18,  1989 unless all of the  following
conditions are satisfied:

     (a) The amount loaned must not exceed the greater of (i), 50% of the vested
portion of the borrower's  accrued benefit under the Plan (considering  units of
all classes) and (ii) $50,000, reduced by the excess, if any, of (1) the highest
outstanding  balance of loans of the borrower  from the Plan during the one-year
period ending on the day before the date on which the loan is made, over (2) the
outstanding  balance of loans of the borrower from the Plan on the date on which
such  loan is  made.  This  limitation  shall  apply  to the  total  outstanding
principal  balance of all loans to a participant from all qualified plans of the
Employer.

     (b) Loans  shall be made  available  to all  participants  on a  reasonably
equivalent basis.
(c) Loans shall be adequately secured. This provision shall be satisfied in
the case of Active  Participants  by a pledge of 50% of the  borrower's  accrued
benefit under the Plan (at the time the loan is made) to insure repayment of the
loan indebtedness. The pledge of 50% of the borrower's accrued benefit under the
Plan shall  attach  first to all  classes of units  maintained  on behalf of the
Participant  other  than  Class 9 units.  Class 9 units  shall be pledged by the
Participant  only if the value of all  classes  of units  other than Class 9 are
insufficient  to  provide  adequate  security  for the loan.  Any  amount of the
principal or interest on any loan made to an Active  Participant  which  remains
unpaid  shall be withheld  from any  distribution  to which the  borrower or his
beneficiary(ies)  becomes entitled.  In the case of loans to Participants not in
the employ of the Employer at the time the loan is made,  if the  Administrative
Committee  authorizes such loans, the  Administrative  Committee shall determine
the type and amount of additional security required, if any.

     (d) No loan shall be made to a married participant unless,  before the loan
proceeds are  distributed,  the  Administrative  Committee has been furnished in
writing the consent of the  borrower's  spouse to the loan.  Such writing  shall
acknowledge  the effect of the loan on the  borrower's  accrued plan benefit and
shall be either  witnessed  by a member of the  Committee  or a designate of the
Committee,  or acknowledged  before a notary public.  Such spousal consent shall
thereafter be binding with respect to the  consenting  spouse or any  subsequent
spouse with respect to the loan to which consent is made. A new consent shall be
required if the loan is renegotiated, extended, renewed or otherwise modified.

     (e) All  loans  shall  bear a  reasonable  rate  of  interest.  Unless  the
Administrative Committee establishes a different rate of interest at any time or
from  time to  time,  the rate of  interest  applicable  to  loans  shall be the
publicly  announced  prime rate of interest for commercial  loans charged by the
Commercial  Banking  Department of UMB Bank,  n.a. on the date the loan is made,
except that the rate of  interest  for loans  greater  than 5 years shall be the
prime rate of interest plus one.

     (f) No loan may be made  for a period  greater  than 5  years,  unless  the
borrowing  participant  certifies to the Committee that the proceeds of the loan
will be used  exclusively  for the  acquisition  of a  dwelling  unit to be used
within a reasonable time as the principal residence of the Participant, in which
case the period of the loan shall not exceed twenty years.

     (g) All  loans  made  hereunder  shall be  repaid  in  substantially  equal
amortization,  with  payments made monthly over the term of the loan. In case of
an active  participant  the loan  shall be repaid by payroll  deduction  and the
written  authorization  of the  participant  to the  Employer to  withhold  such
payments monthly shall be a condition precedent to the granting of the requested
loan.
(h) No loan shall be made in any principal sum less than $500,000.

     (i)  Application  for  loans  shall  be  made  on  forms  approved  by  the
Administrative  Committee,  which  forms  shall be made  available  by the Human
Resources Department of the Employer, or by any member of the Committee,  to any
participant upon request.

     (j) No  loan  may be made  to a  participant  who,  at the  time of  making
application  therefor,  has no vested  interest in his accrued benefit under the
Plan. For purposes of the Truth In Lending Act, application of this provision to
any  participant  requesting  a loan shall not be deemed a  rejection  of a loan
application.

     (k) A loan shall be deemed in default  ten days after the date when any two
consecutively  scheduled  payments of principal and interest  become due and are
unpaid. The Administrative Committee shall review all loans in default status at
least once during each  calendar  quarter and shall to the extent  necessary  to
satisfy  the entire  loan  indebtedness  cause a  liquidation  to be made of the
accrued  benefit  of the  Participant  whose  loan  is in  default  at any  time
Committee  determines  the Plan to be in  jeopardy of any loss of  principal  or
interest by reason of the defaulted  loan.  However,  unless the  Participant is
otherwise  entitled  to  a  distribution  under  the  Plan,  the  Administrative
Committee  shall not cause  liquidation of any Class 9 units to satisfy any note
which is in default.  Similarly,  the  Administrative  Committee shall cause the
liquidation  of any other  property  securing the loan to be made  whenever such
action is deemed necessary to protect the Plan from loss.

                                ARTICLE THIRTEEN
                    INALIENABILITY OF BENEFITS - EXCEPTIONS -
                           DESIGNATION OF BENEFICIARY

     A. Subject to the  provisions  of Article Ten the interest of a participant
hereunder  in the Trust,  and the right of any person to receive  any payment of
any  benefit  provided  hereunder  from the  Trustee,  shall not be  subject  to
assignment or  alienation,  or in any manner be  transferable  or  encumberable,
either by voluntary or involuntary  act of such  participant or other person nor
subject to attachment,  execution,  garnishment,  sequestration or seizure under
any legal,  equitable or other process,  except that such participant shall have
the right revocably to designate a beneficiary or  beneficiaries  to receive any
death benefit payable hereunder, in the manner set, forth in this Article.
The foregoing  prohibition shall not, however,  restrict the reduction of a
participant's  interest  by the  Trustee  for the  purpose  of  satisfying  such
participants'  indebtedness  to the Trust by reason of any loan made pursuant to
the  provisions  of the  Plan.  Neither  shall  such  prohibition  apply  to the
creation,  assignment,  or  recognition  of a right to any benefit  payable with
respect to a participant  pursuant to a domestic relations order,  provided that
such order has been determined to be a qualified  domestic  relations  order, as
defined in section 414(p) of the Code.

     B. At any time  and from  time to time,  each  participant  shall  have the
unrestricted  right to designate one or more  individuals  as a  beneficiary  to
receive any death benefit payable hereunder,  and may designate a trust or other
legal entity as a beneficiary. He shall also at all times enjoy the unrestricted
right to revoke or amend any such designation.  No person, natural or otherwise,
other than an individual widowed by the death of a participant,  shall, however,
be entitled to any death benefit by reason of any such  designation,  regardless
of when made,  to the extent  that such  benefit  exceeds  fifty  percent of the
nonforfeitable  accrued benefit of the deceased participant,  unless the widowed
individual  had,  in  writing  witnessed  by a Plan  representative  or a notary
public,  consented to the participant's  Qualified  Election to waive receipt of
benefits as a qualified  preretirement  survivor  annuity.  Each  designation of
beneficiary  shall be on a form provided by or acceptable to the  Administrative
Committee and shall be signed by the participant.  No designation shall be valid
unless filed with the Committee during the lifetime of the participant.

     C. Any  contribution  made by the  Employer  because of a mistake of a fact
shall be  returned to the  Employer  within one year of such  contribution.  Any
contribution  made by the Employer which is conditional  upon the Plan's initial
qualification  under the Code shall be returned to the Employer  within one year
after the date such initial qualification is denied, but only if the application
for the  qualification  is made by the time  prescribed  by law for  filing  the
Employer's tax return for the taxable year in which the Plan is adopted, or such
later date as the  Secretary of the Treasury may  prescribe.  All  contributions
made by the Employer are conditioned on the  deductibility  of such amount under
Section 404 of the Code and shall be returned to the Employer,  to the extent of
the amount disallowed,  within one year after the disallowance of the deduction.
In  the  event  that  a  contribution  is  made  to the  Plan  conditioned  upon
qualification of the Plan as amended, such contribution shall be returned to the
Employer upon the determination that the amended Plan fails to qualify under the
Internal Revenue Code provided that:

     1. the Plan amendment is submitted to the Internal  Revenue  Service within
one year from the date the amendment is adopted: and
2. such  contribution is returned to the Employer within one year after the
date the Plan's requalification is denied.

     Any  amount  returned  to the  Employer  under  this  Section  shall not be
increased by any gain  allocable to the  contribution  but shall be decreased by
any loss properly allocable thereto.

                                ARTICLE FOURTEEN
                            ADMINISTRATIVE COMMITTEE

     A. Appointment and Membership of the Administrative Committee. The Board of
Directors of United Missouri shall appoint a Committee of three or more persons,
at least a majority  of whom are  participants  in the Plan,  to be known as the
Administrative  Committee.  Members of the  Administrative  Committee shall hold
office at the  pleasure  of the  Board,  and  shall  serve as such  until  their
respective successors are appointed.

     B.  Organization  of  the  Administrative   Committee.  The  Administrative
Committee  shall  appoint a Chairman and Secretary  from among its members.  The
Administrative Committee, as it may deem necessary for the effective performance
of its duties,  may  delegate  to such  agents  such powers and duties,  whether
ministerial  or   discretionary,   such   Committee   shall  deem  expedient  or
appropriate.   The   compensation   of  such  agents   shall  be  fixed  by  the
Administrative  Committee. The proper expenses of the Administrative  Committee,
including the  Compensation of its agents,  shall be paid by the Employers.  The
Administrative  Committee  shall  act  by  majority  vote.  The  members  of the
Administrative Committee shall serve without Compensation.

     C. Plan Administrator.  United Missouri shall be the "Administrator" of the
Plan as defined in section  3(16)(A) of ERISA and shall be  responsible  for the
performance  of all reporting  and  disclosure  obligations  under ERISA and all
other   obligations   required  or   permitted  to  be  performed  by  the  Plan
Administrator under ERISA. United Missouri shall be designated agent for service
of legal process.

     D.   Responsibility   for   Administration  of  the  Plan  and  Trust.  The
Administrative  Committee  shall be  responsible  for,  and shall be the  "named
fiduciary"  as  defined  in  Section  402(a)  of  ERISA,  with  respect  to  the
management,  operation  and  administration  of the Plan.  The Trustee  shall be
responsible for, and shall be the "named fiduciary" as defined in Section 402(a)
of ERISA, with respect to the management and investment of the Trust Fund.
E. Powers of the Administrative  Committee.  The  Administrative  Committee
shall have complete control of the  administration  of this Plan with all powers
necessary to enable it properly to carry out its duties in that respect.  Not in
limitation,  but in  amplification  of the foregoing,  such Committee shall have
power  to  construe  the Plan and  determine  all  questions  that  shall  arise
hereunder and shall also have all the powers conferred upon it elsewhere herein.
The  Administrative  Committee shall determine all questions relating to (1) the
eligibility  of employees of the  Employers to  participant  hereunder,  (2) the
allocation of contributions hereunder among participants,  (3) the proportionate
interests of  participants,  respectively,  in the profit sharing trust, (4) the
identity of the persons who are entitled to receive benefits hereunder,  and (5)
the kind of benefits payable  hereunder to persons entitled to receive benefits.
All  payments of  benefits  hereunder  shall be made by the Trustee  upon and in
accordance with the written  instructions of the Administrative  Committee.  The
decisions of the  Administrative  committee upon all matters within the scope of
its authority shall be final.

     F. Agents and Allocation of Fiduciary Responsibilities.  The Administrative
Committee may:

     1. Employ agents to carry out nonfiduciary and fiduciary  responsibilities,
other than Trustee responsibilities as defined in section 405(c)(3) of ERISA;

     2. Consult with counsel, who may be counsel to the Employer;

     3. Appoint an investment  manager or managers,  as defined in Section 3(38)
of ERISA,  to manage  (including the power to acquire and dispose of) all or any
part of the assets of the Plan; and

     4. Provide for the  allocation  of fiduciary  responsibilities,  other than
Trustee  responsibilities  as defined in section  405(c)(3) of ERISA,  among its
members.

     The   performance   of   agents   and   fiduciaries   to   whom   fiduciary
responsibilities have been delegated shall be reviewed periodically.  Any person
or group of persons may serve in more than one  fiduciary  capacity with respect
to the Plan.

     G. Records of Administrative  Committee. All acts and determinations of the
Administrative  Committee  shall be duly recorded by the Secretary  thereof,  or
under his supervision,  and all such records, together with such other documents
as may be necessary for the  administration  of this Plan, shall be preserved in
the custody of such Secretary.
H. Exemption of the Administrative Committee from Liability. The members of
the Administrative Committee, and each of them shall be free from all liability,
joint and several,  for their acts,  omissions,  and conduct,  and for the acts,
omissions,  and conduct of their duly constituted  agents, in the administration
of the Plan; provided,  however, that no member of the Administrative  committee
shall be  relieved  from  responsibility  under Part 4,  Subtitle  B, Title I of
ERISA.  The  Employer  shall  indemnify  and save  harmless  the  Administrative
Committee  and each of its members  from the effects and  consequences  of their
acts, omissions, and conduct in their official capacity, but the foregoing shall
not operate to relieve any member of the Administrative Committee from liability
for his own misconduct  nor to require either  Employer to indemnify him against
the effects and consequences thereof.

                                 ARTICLE FIFTEEN
                              AMENDMENT OF THE PLAN

     The Board of Directors  of United  Missouri may amend this Plan at any time
and from time to time,  provided that no such amendment shall (1) vest or revest
in any of the Employers,  directly or indirectly,  any interest in, or ownership
of the assets  thereof or (2) make  possible  the  diversion  of any part of the
profit  sharing  trust to, or the use thereof  for,  any purpose  other than the
exclusive  benefit of  participants  hereunder and their  beneficiaries,  or (3)
reduce the number of units theretofore credited,  or creditable,  to the account
of any participant,  or (4) change the rights,  duties or  responsibility of the
Trustee  without the consent of the Trustee,  or (5) have the effect of reducing
or  eliminating  any  protected  benefit  described in section  411(d)(6) of the
Internal  Revenue  Code.  Except as  provided to the  contrary in the  preceding
sentence,  the Board of Directors  of United  Missouri may amend the Plan in any
manner that it deems expedient or proper.  Written notice of each such amendment
shall  be  given  to the  Administrative  Committee  and to  each  Employer  and
participant hereunder.

                                 ARTICLE SIXTEEN
                   RIGHT RESERVED TO DISCONTINUE CONTRIBUTIONS
                          AND TERMINATE PLAN -- EFFECT
A.  Discontinuance  of  Contributions  - Termination of Plan. The Employers
have adopted this Plan with the intention and expectation that from year to year
they will be able and will deem it  advisable  to make  their  contributions  as
herein  provided,  but the  Employers do not guarantee to make or to continue to
make such contributions,  and neither the Trustee nor the participants,  nor any
of them,  shall  have the  right to  enforce  the  payment  of any  contribution
hereunder by any of the  Employers.  In any event that the Board of Directors of
United Missouri shall decide that it is impossible or inadvisable to continue to
make its contributions as herein provided,  United Missouri shall have the power
to  terminate  its  participation  in the  Plan.  If the  respective  Boards  of
directors of all the Employers take similar action, then the Plan shall be fully
terminated.  One or more of the Employers  may,  however,  elect to continue the
Plan for the benefit of its or their employees,  with such amendments adopted by
such  Employer  or  Employers  as  it  or  they  may  deem  appropriate  in  the
circumstances.  In any such case,  United Missouri and the other Employers shall
give notice to the Administrative Committee of their respective actions, and the
Committee shall notify the Trustee and the participants accordingly.  No further
contribution  shall be made under the Plan by any Employer  which is terminating
the  Plan  as to its  participants,  and  with  respect  to  such  Employer  the
procedures  set out in Part B of this Article shall be carried out to the extent
applicable.

     B. Distribution Upon Termination of Plan. Upon the termination of the Plan,
if the Employers shall have made any part of their  contribution for the year in
which such termination occurs, the Administrative Committee shall:

     1.  Determine  the unit value of units of each of the Funds as of the close
of business on that date when the Plan was terminated,  in the manner  described
in Article Eight D, and

     2.  Create,  allocate  and  credit  to the  accounts  of  persons  who were
participants  hereunder  on the date  when the Plan was  terminated,  as of such
date, additional units in the applicable funds to represent the part, if any, of
the Employers'  contributions hereunder for the year in which termination occurs
which was paid by the  Employers  prior to the  termination  of the Plan, in the
manner provided in Article Eight D.

     The Administrative Committee shall then direct the Trustee to:

     (a) Pay and discharge all taxes and expenses of every kind, and

     (b) Pay all benefits then due and payable hereunder, and

     (c) Pay any benefits due hereunder, but not yet payable.

     After the payments  mentioned in the  foregoing  sentence  shall direct the
Trustee to distribute the remaining  assets of each fund to the persons who were
participants  hereunder  and were  interested  in such fund on the date when the
Plan was  terminated,  in the  proportion,  as to each  such  person,  which the
aggregate  number of units of the particular  fund credited to his account bears
to the total number of all outstanding units of such fund.
The Administrative Committee shall advise the Trustee as to the identity of
the persons entitled to receive  benefits,  and of the persons entitled to share
in the final distribution of the remaining assets of the funds and of the amount
of the benefit, or final  distribution,  to be made to each such person, and the
Trustee shall make distribution accordingly.

     3. Upon a termination of the Plan with respect to any group of participants
under  circumstances  constituting  a partial  termination of the Plan, and upon
complete  discontinuance  of  contributions  to the Plan,  the  interests of all
participants   affected   thereby   shall   thereupon   be  fully   vested   and
nonforfeitable. the Administrative Committee shall determine the date of partial
termination and designate the same as such Valuation Date. Any participant whose
participation  ceases as a result of a partial  termination of the Plan shall be
entitled to a  distribution  of his benefits in accordance  with the  provisions
hereof governing the distribution of termination benefit generally.

                                ARTICLE SEVENTEEN
                      WITHDRAWAL OF PARTICIPATING AFFILIATE

     Any  Participating  Affiliate may withdraw from the Plan whenever its Board
of Directors shall determine that it is impossible or inadvisable to continue to
make its contributions as herein provided, such withdrawal to be effective as of
the  end  of  the  Plan  Year  in  which  the  Board  of  Directors  makes  such
determination  and adopts  appropriate  resolutions  evidencing its intention to
withdraw.  As of the end of such year, the withdrawing  Affiliate shall make its
required  contribution,  to be  allocated  in  the  normal  course  as  if  such
withdrawal were not occurring.

     The  withdrawal  of the  Affiliate  shall not  affect the  distribution  of
benefits  to or  with  respect  to  participants  who  were  Employees  of  such
withdrawing Affiliate and who became entitled,  during the year of withdrawal or
prior thereto, to receive benefits under any of the provisions of the Plan.

     Following the making of year-end  adjustments  for such year to withdrawal,
the Administrative  Committee shall direct the Trustee to make distribution,  to
every  participant  who on the last  day of such  year  was an  Employee  of the
withdrawing  Affiliate  and who has not  transferred  to  another  Employer  and
thereby continued his participation,  of the value as of the end of such year of
all the units of the  respective  Funds  credited to such  former  participant's
account, and shall thereupon cancel such units.
ARTICLE EIGHTEEN
          THE TRUST, THE TRUSTEE AND SUCCESSOR TO EMPLOYER AND TRUSTEE

     This Plan will be effectuated by a trust or trusts created by a Declaration
of  Trust  by the  Bank  and the  adoption  thereof  by  other  Employers.  Such
Declaration  of Trust will conform to the provisions of the Plan and form a part
thereof,  so that the rights of all  persons  under the Plan shall be subject to
the terms  and  provisions  of such  Declaration  of  Trust,  as the same may be
amended from time to time. All references herein to the Bank as Trustee shall be
deemed to include as  substitute  Trustee the successor to the Bank by merger or
consolidation  (and any  successor  thereof) as provided in the  Declaration  of
Trust as amended.  In the event of the merger of the Bank with another  national
banking association  pursuant to which merger such other bank succeeds to all or
substantially  all of the business and assets of the Bank as the surviving  bank
of such  merger,  and becomes the  employer of all or  substantially  all of the
employees of the Bank then such  surviving Bank shall be and become the Employer
Bank  hereunder  if it by virtue of the  merger  agreement  or other  instrument
agrees to  assume  and does  assume  the  obligations  of the Bank as one of the
Employers  hereunder if it by virtue of the merger agreement or other instrument
agrees to  assume  and does  assume  the  obligations  of the Bank as one of the
Employers  hereunder.  In such case this Plan shall not be deemed  suspended  or
terminated but shall continue without interruption; and the participation of any
Employee who  transfers  employment  to the new  Employer  Bank upon such merger
shall not be deemed  terminated or interrupted nor shall such transfer be deemed
a termination of employment or of participation in the Plan. Thereafter, for all
purposes of the Plan the service of any Employee of the new Employer Bank who so
transferred  employment  at the time of the merger  shall  include  his  service
following the merger and also his service with his former Employer  hereunder as
credited to him  immediately  preceding the merger in  accordance  with the Plan
provisions heretofore defining service.

                                ARTICLE NINETEEN
                                CLAIMS PROCEDURE

     A.  Filing a Claim.  No person  entitled  to a benefit  hereunder  shall be
required to make  application  therefor.  However,  in the event an  anticipated
benefit  has not  been  paid in  accordance  with the  expectations  of a person
believing  himself entitled  thereto,  a request for a Plan benefit may be filed
with the Secretary of the  Administrative  Committee or with his designee,  on a
form prescribed by the  Administrative  Committee.  Such a request,  hereinafter
referred to as a "claim",  shall be deemed filed with the executed claim form is
received by the Secretary of the Administrative Committee or by his designee.
B. Deciding a Claim.  The Secretary of the  Administrative  Committee or in
his absence the Chairman, after consulting, where practicable, with at least two
other  members of the  Committee,  shall decide such a claim within a reasonable
time  after it is  received.  If a claim is  wholly  or  partially  denied,  the
claimant  shall  be  furnished  a  written  notice  setting  forth  in a  manner
calculated to be understood by him:

     1. The specific reason or reasons for the denial;

     2. A specific reference to pertinent Plan provisions on which the denial is
based;

     3. A description  of any additional  material or information  necessary for
the  claimant to perfect the claim and an  explanation  of why such  material or
information is necessary; and

     4.  Appropriate  information  as to the  steps to be taken if the  claimant
wishes to appeal  his  claim,  including  the  period in which the claim must be
filed and the period in which it will be decided.

     The notice shall be furnished to the claimant  within 90 days after receipt
of  the  claim  by  the  Secretary  of the  Administrative  Committee  or by his
designee,  unless  special  circumstances  require an  extension of the time for
processing the claim.  No extension shall be for more than 90 days after the end
of the  initial  90 day  period.  If an  extension  of time  for  processing  is
required,  written  notice of the  extension  shall be furnished to the claimant
before the end of the initial 90 day period. The extension notice shall indicate
the special circumstances requiring an extension of time and the date by which a
final  decision will be rendered.  Participants  shall be informed in writing of
the time limits set forth in this paragraph.

     C.  Appealing a Claim.  If a claim is denied,  the  claimant may appeal the
denial to the  Administrative  Committee  upon  written  application  to it. The
claimant may review documents  pertinent to the appeal and may submit issues and
comments  in  writing  to the  Administrative  Committee.  No  appeal  shall  be
considered unless it is received by the  Administrative  Committee within ninety
(90) days after receipt by the claimant of written notification of denial of the
claim.  The  Administrative  Committee shall decide the appeal within sixty (60)
days after it is received.  The Administrative  Committee's decision shall be in
writing and shall include specific reasons for the decision, written in a manner
calculated  to be understood  by the  claimant,  and specific  references to the
pertinent Plan provisions upon which the decision is based.

                                 ARTICLE TWENTY
               ROLLOVERS AND TRANSFERS FROM IRA'S AND OTHER PLANS
A. IRA. An  Employee  who has  previously  received a  distribution  from a
qualified retirement plan and who has rolled over (directly or otherwise) all of
a portion of the distribution to an Individual  Retirement Account or Individual
Retirement Annuity,  (hereinafter collectively referred to as an "IRA") to which
no other  funds  have been  contributed,  may roll over all or a portion  of the
amount in the IRA to the Trustee of this Plan for the  creation of Class 7 units
which shall be credited to the Employee's account.

     B. Other Qualified Retirement Plan.

     1. Rollover. An Employee who has an interest in a qualified retirement plan
of a former  employer  may roll over all or a  portion  of the  interest  in the
qualified  retirement  plan to this Plan, so long as the rollover is received by
the  Trustee not later than the  sixtieth  day  following  the date on which the
Employee  received the  distribution  from the qualified  retirement plan of the
former  employer.  Any amount rolled over shall create Class 7 units which shall
be credited to the Participant's account.

     2.  Direct  Rollover.  An  Employee  who  has an  interest  in a  qualified
retirement  plan of a former  employer may make a Direct Rollover (as defined in
Article  Eleven,  Section H) to this Plan of all or a portion of the interest in
the qualified  retirement  plan.  Any amount  directly  rolled over shall create
Class 7 units which will be credited to the Employee's account.

     3. Transfer. An Employee who has an interest in a qualified retirement plan
of a former  employer  may,  with the  consent of the  Trustee,  transfer to the
Trustee  of this  Plan all or a portion  of the  Participant's  interest  in the
qualified  retirement  plan.  Any amount  transferred  to this Plan shall create
units as follows, which will be credited to the Employee's account:

     (a) Amounts representing voluntary after-tax  contributions and earnings on
those contributions shall create Class 3 units.

     (b) Amounts representing employer profit sharing contributions and earnings
on those contributions shall create Class 7 units.

     (c)  Amounts  representing  elective  deferral  contributions  to a cash of
deferral  arrangement  (Section 401(k)) and earnings on those  contributions and
employer  matching  contributions  made in  conjunction  with elective  deferral
contributions and earnings on those contributions shall create Class 9 units.
4. United  Missouri  Revised  Retirement  Plan.  A  Participant  who has an
interest in the United  Missouri  Revised  Retirement  Plan may transfer to this
Plan upon the termination of the United Missouri Revised  Retirement Plan all of
the Participant's  interest in the United Missouri Revised  Retirement Plan. Any
amount transferred to this plan shall create Class 2 units. Rollover or transfer
contributions of the type and nature described in this Article shall be credited
to  the  Participant  involved  as of the  regularly  scheduled  Valuation  Date
coincident with or next following receipt of the contribution by the Trustee.

     An Employee  need not be a  Participant  to utilize the  provisions of this
Article Twenty.  However,  an Employee  becomes a Participant to the extent this
Article Twenty is utilized.

                               ARTICLE TWENTY-ONE
                              TOP-HEAVY PROVISIONS

     A.  Provisions  of this  Article  Controlling.  In the event the Plan is or
becomes  "Top-heavy"  in any Plan Year  beginning  after  December 31, 1983, the
provisions of this Article shall become effective with respect to such Plan Year
and will supersede any conflicting provisions in the Plan.

     B. Top-Heavy Definition:

     1. Key Employee or former Employee (and the Beneficiaries of such Employee)
who at any time during the  determination  period was an officer of the Employer
if such individual's  annual  Compensation  exceeds one hundred fifty percent of
the dollar  limitation  under  section  415(c)(1)(A)  of the Code,  an owner (or
considered  an owner  under  section  318 of the Code) of one of the ten largest
interests in the Employer if such individual's  Compensation exceeds one hundred
percent of such dollar  limitation,  a five percent owner of the Employer,  or a
one percent  owner of the Employer who has an annual  Compensation  of more than
$150,000. The determination period is the Plan year containing the Determination
date and the 4 preceding Plan Years. The  determination of who is a Key Employee
will  be  made  in  accordance  with  section  416(i)(1)  of the  Code  and  the
regulations thereunder.

     2. Top-Heavy  Plan:  For any Plan Year  beginning  after December 31, 1983,
this Plan is top-heavy if any of the following conditions exists:

     (a) If the  Top-Heavy  Ratio for this Plan exceeds  sixty  percent and this
Plan is not part of any Required  Aggregation  Group or  Permissive  Aggregation
Group of plans.
(b) If this Plan is part of a Required  Aggregation  Group of plans but not
part of a Permissive  Aggregation Group and the Top-Heavy Ratio for the group of
plans exceeds sixty percent.

     (c) If this  Plan is part of a  Required  Aggregation  Group  and part of a
Permissive Aggregation Group of plans and the Top-Heavy ratio for the Permissive
Aggregation Group exceeds sixty percent.

     3. Top-Heavy ratio:

     (a) If the  Employer  maintains  one or  more  defined  contribution  plans
(including  any  Simplified  Employee  Pension  Plan) and the Employer has never
maintained any defined benefit plan which during the 5-year period ending on the
Determination Date(s) has or has had accrued benefits,  the Top-Heavy Ratio is a
fraction,  the numerator of which is the sum of the account  balances of all Key
Employees  as of the  Determination  Date  (including  any  part of any  account
balance distributed in the 5-year period ending on the Determination  Date), and
the denominator of which is the sum of all account balances  (including any part
of  any  account  balance  distributed  in  the  5-year  period  ending  on  the
Determination  Date) of all Participants as of the Determination  Date. Both the
numerator and  denominator  of the  Top-Heavy  Ratio are adjusted to reflect any
contribution which is due but unpaid as of the Determination Date.
(b) If the  Employer  maintains  one or  more  defined  contribution  plans
(including any Simplified  Employee Pension Plan) and the Employer  maintains or
has maintained one or more defined  benefit plans which during the 5-year period
ending on the  Determination  Date(s) has or has had any accrued  benefits,  the
Top-Heavy Ratio for any Required or Permissive  Aggregation Group as appropriate
is a fraction,  the numerator of which is the sum of account  balances under the
aggregated defined contribution plan or plans for all Key Employees,  determined
in accordance  with (a) above,  and the Present Value of accrued  benefits under
the  aggregated  defined  plan  or  plans  for  all  Key  Employees  as  of  the
Determination  Date(s),  and the  denominator of which is the sum of the account
balances  under  the  aggregated  defined  contribution  plan or  plans  for all
Participants,  determined in accordance with (a) above, and the Present Value of
accrued benefits under the defined benefit plan or plans for all Participants as
of the Determination  Date(s),  all determined in accordance with section 416 of
the Code and the regulations  thereunder.  The accrued  benefits under a defined
benefit plan in both the numerator and  denominator  of the Top-Heavy  Ratio are
adjusted for any distribution of an accrued benefit made in the five-year period
ending on the Determination Date.

     (c) For purposes of (a) and (b) above the value of account balances and the
Present  Value of accrued  benefits  will be  determined  as of the most  recent
Valuation Date that falls within or ends with the 12-month  period ending on the
Determination  Date,  except  as  provided  in  section  416 of the Code and the
regulations  thereunder  for the first and second Plan Years of defined  benefit
Plan. The account  balances and accrued benefits of a Participant (i) who is not
a Key  Employee  but who was a Key  Employee in prior year,  or (ii) who has not
received any  Compensation  from any Employer  maintaining  the plan at any time
during the 5-year period ending on the  Determination  Date will be disregarded.
The calculation of the Top-Heavy Ratio,  and the extend to which  distributions,
rollovers,  and transfers are taken into account will be made in accordance with
section  416 of the Code and the  regulations  thereunder.  Deductible  Employee
contributions  will not be taken into  account  for  purposes of  computing  the
Top-Heavy  Ratio.  When  aggregating  plans the value of  account  balances  and
accrued  benefits will be calculated with reference to the  Determination  Dates
that fall within the same calendar year.

     (d) Permissive  Aggregation Group: The Required  Aggregation Group of plans
plus any other plan or plans of the Employer  which,  when considered as a group
with the Required  Aggregation Group, would continue to satisfy the requirements
of sections 401(a)(4) and 410 of the Code.

     (e) Required  Aggregation Group: (1) Each qualified plan of the Employer in
which at least one Key Employee  participates,  and (2) any other qualified plan
of the Employer which enables a plan  described in (1) to meet the  requirements
of sections 401(a)(4) and 410 of the Code.

     (f) Determination Date: The last day of the preceding Plan Year.

     (g) Present  Value:  Present  Value shall be based only on the interest and
mortality rates employed with respect to the Employer's defined benefit Plan.
C. The Employer has designated its defined benefit plan, to-wit, the United
Missouri Revised  Retirement Plan, to satisfy the minimum benefits  requirements
of Internal Revenue Code section 416(c).  However, in the event such designation
shall for any reason be ineffective,  the Employer contributions  respecting any
Plan Year for which the  provisions of this Article are in effect,  allocated on
behalf of any Participant who is not a Key Employee,  shall be not less than the
lesser of three  percent  of such  Participant's  Compensation,  or the  largest
percentage  at which  contributions  are made (or required to be made) under the
Plan for the Key Employee for whom such  percentage  is the highest for the Plan
Year. In  determining  the largest  percentage  for purposes of the  immediately
preceding sentence, Compensation of such Key Employee in excess of $200,000, and
any  contribution  or  benefit  relating  to the  Social  Security  Act shall be
disregarded.  Such  minimum  allocation,  as so  determined,  shall be made even
though,  under other Plan  provisions,  the  Participant  would not otherwise be
entitled to receive an  allocation,  or would have received a lesser  allocation
for the Plan Year because of the  Participant's  failure to complete 1,000 Hours
of Service.  Such minimum allocation,  however, need not be made with respect to
any Participation not employed by the employer on the last day of the Plan Year.
To the extent any such  minimum  allocation  required  to be made  hereunder  is
nonforfeitable  (as required by Code Section  416(b)) such allocation may not be
forfeited for the causes set forth at Code section 411(a)(3)(B) or 411(a)(3)(D).

     D. For any Plan  Year with  respect  to which  the Plan is  top-heavy,  the
following  vesting  schedule  shall apply to all benefits  within the meaning of
Code section  411(a)(7)  except those  attributable  to Employee  contributions,
including  benefits  accrued  before the effective  date of Code section 416 and
benefits accrued before the Plan became top-heavy:
Completed Years of Service      Vesting Percentage
                  ____________________________________________

                                      2                 20
                                      3                 40
                                      4                 60
                                      5                 80
                                  6 or more            100

     No reduction in vested benefits may occur in the event the Plan's status as
top-heavy changes for any Plan Year.

     The provisions of this section do not apply to the account  balances of any
Employee  who does  not have an Hour of  Service  after  the Plan has  initially
become  top-heavy.  Such  Employee's  account  balance  attributable to Employer
contributions and forfeitures will be determined without regard to this section.
Anything  herein to the  contrary  notwithstanding,  in any case  where the
vesting schedule of the Plan is amended,  the  nonforfeitable  percentage of the
account  balance of any person who is a participant on the later of the date the
amendment  is adopted or effective  (such  balance to be  determined  as of such
date)  must be not  less  than his or her  percentage  computed  under  the Plan
without  regard  to  such  amendment.   Each  participant  whose  nonforfeitable
percentage  of his or her  account  balance is  determined  under  such  amended
vesting  schedule,  and who has  completed  at least  three years of service for
vesting, may make an irrevocable election during the election period to have the
nonforfeitable  percentage  of his or her  accrued  benefit  determined  without
regard to such amendment.  For purposes hereof,  the election period shall begin
on the date of adoption of the  amendment and end on the latest of the following
dates:

     (i) The date which is 60 days after the day the plan amendment is adopted,

     (ii) The date  which is 60 days  after the day the plan  amendment  becomes
effective, or

     (iii) The date  which is 60 days  after the day the  participant  is issued
written notice of the plan amendment by the Administrative Committee.

                               ARTICLE TWENTY-TWO
                                  MISCELLANEOUS

     Participation  under this Plan shall not give any  Employee the right to be
retained in the employ of his  Employer.  All benefits  payable  under this Plan
shall be paid solely out of the profit sharing trust and no Employer assumes any
liability or responsibility  therefor. The headings of sections are inserted for
convenience of reference only and are to be ignored in any  construction  of the
provisions hereof. In the construction of this Plan, the masculine shall include
the feminine and the singular the plural in all cases where such meanings  would
be  appropriate.  The  Administrative  Committee  shall keep copies of this Plan
available at its office for the inspection of  participants,  employees,  and of
other persons who may in any manner be concerned with the Plan.

     In the case of any merger or  consolidation  with, or transfer of assets or
liabilities  to any other plan,  each  participant in the Plan (if the plan then
terminates) shall receive a benefit immediately after the merger, consolidation,
or  transfer  which is equal to or greater  than the  benefit he would have been
entitled to receive immediately before the merger, consolidation or transfer (if
the Plan had then terminated).
IN WITNESS  WHEREOF,  United  Missouri  Bancshares,  Inc.,  has caused this
instrument to be executed by its duly authorized officers and its corporate seal
to be affixed hereto this 5th day of December, 1991.

                                   UNITED MISSOURI BANCSHARES, INC.

                                   By:      /s/ Malcolm M. Aslin, President
                                            _______________________________

ATTEST:

/s/ David W. Miller
____________________________
EXHIBIT 5.1

                           SHOOK, HARDY & BACON L.L.P.
                         1010 Grand Boulevard, 5th Floor
                        Kansas City, Missouri 64106-0607

                            Telephone: (816) 474-6550
                               Fax: (816) 842-3190

                                                 October 16, 1998

UMB Financial Corporation
1010 Grand Boulevard
Kansas City, MO  64141-6692

     Re: UMB Profit  Sharing and 401(k) Savings Plan  Registration  Statement on
Form S-8

Ladies and Gentleman:

     We have acted as special counsel to UMB Financial  Corporation,  a Missouri
corporation   (the  "Company"),   in  connection   with  the   registration  of
participation  interests in the UMB Profit  Sharing and 401(k) Savings Plan (the
"Plan"),   pursuant  to  the   above-referenced   Registration   Statement  (the
"Registration  Statement")  under the  Securities  Act of 1933,  as amended (the
"Securities  Act"),  filed on this date by the Company with the  Securities  and
Exchange Commission (the "Commission").

     We  have  examined  copies  of (i) the  Articles  of  Incorporation  of the
Company, as amended (the "Charter"),  (ii) the Bylaws of the Company,  (iii) the
Plan, (iv) the Registration Statement,  and (v) resolutions adopted by the Board
of  Directors  of  the  Company  relating  to the  matters  referred  to  herein
(collectively referred to as the "Documents").

     In expressing the opinions set forth below, we have assumed,  and so far as
is known to us there are no facts  inconsistent  therewith,  that all  Documents
submitted to us as originals and  authentic,  all  documents  submitted to us as
certified  or  photostatic  copies  conform  to  the  original  documents,   all
signatures on all such  Documents are genuine,  all public  records  received or
relied upon by us or on our behalf are true and complete, and all statements and
information contained in the Documents are true and complete.

     Based on the foregoing,  it is our opinion that, upon  effectiveness of the
Registration Statement,  the participation interests in the Plan will be legally
issued, fully paid and nonassessable.
October 16, 1998 SHOOK, HARDY & BACON L.L.P. Page 2

     The  foregoing  opinion is limited to the laws of the State of Missouri and
of the United  States of  America,  and we do not  express  any  opinion  herein
concerning any other law. We assume no obligation to supplement  this opinion if
any  applicable  law changes  after the date hereof or if we become aware of any
fact that might change the opinion expressed herein after the date hereof.

     This  opinion is being  furnished to you for your  benefit,  and may not be
relied upon by any other person  without our prior  written  consent.  We hereby
consent  to the  filing  of  this  opinion  as an  exhibit  to the  Registration
Statement and to the use of the name of our firm therein.

                                                     Very truly yours,

                                                     SHOOK, HARDY & BACON L.L.P.
EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference to this Registration Statement of
UMB Financial Corporation on Form S-8 of our reports dated January 22, 1998 and
July 2, 1998, appearing in the Annual Report on Form 10-K of UMB Financial 
Corporation for the year ended December 31, 1997 and in the Annual Report on
on Form 11-K of UMB Profit Sharing and 401(k)Savings Plan for the year ended
December 31, 1997.

/s/Deloitte & Touche, LLP
October 15, 1998
Kansas City, Missouri