To further UMB Financial Corporation's commitment to best practices in corporate governance, 10 of UMB's directors voluntarily resigned their positions on the Board of Directors effective January 25, 2005. In response, the Board reduced the number of members of the Board from 30 (UMB currently has 28 directors and two vacancies on the Board) to 19 members. In addition, two additional directors, E. Jack Webster, Jr. and Miriam M. Allison, have voluntarily agreed not to stand for re-election at the expiration of their terms on April 26, 2005. In response, the Board reduced the number of members of the Board from 19 to 17 members effective April 26, 2005.

The 10 directors who left the Board are: Paul D. Bartlett, Jr., Peter J. Genovese, William L. Bishop, Newton A. Campbell, C.N. Hoffman III, Thomas E. Beal, William J. McKenna, Tom J. McDaniel, Robert W. Plaster and Alan W. Rolley.

The Board also amended its corporate governance guidelines to provide that, although not mandatory, directors who reach the age of 70 or who are not actively involved in a significant business endeavor would not normally be expected to stand for re-election thereafter.

(d)        Appointment of Director.

On January 25, 2005, UMB announced the appointment of Theodore M. Armstrong as a director of UMB effective January 25, 2005. Mr. Armstrong will also serve on the company's Audit Committee and the Board has designated Mr. Armstrong as the Audit Committee Financial Expert.

1) The power of the Executive Committee to act on behalf of the full Board between meetings of the Board, has been qualified so that it does not apply to acquisitions and dispositions of material portions of the Company's assets, or to changes in the compensation of any Company employee who has been identified as an individual for whom the Compensation Committee has been given exclusive authority to act;

2) The meeting day for the Annual Meeting of Shareholders is changed to the Tuesday preceding the fourth Wednesday each year;