UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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UMB Financial Corporation

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NOTICEOFTHE

2016 ANNUAL MEETING

OF SHAREHOLDERS

AND PROXY STATEMENT

UMB Financial Corporation

Notice of Annual Meeting of Shareholders

and Proxy Statement

FOR

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD

April 23, 201326, 2016, at

9:00 a.m. CDT

UMB Bank BuildingFinancial Corporation

1010 Grand Boulevard

Kansas City, Missouri 64106

Important Notice Regarding The Availability Of Proxy Materials

For The Shareholders Meeting To Be Held On April 23, 2013:

This Proxy Statement and Annual Report to Shareholders are available

at www.edocumentview.com/umbf

NOTICE OF THE 2016 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 23, 2013SHAREHOLDERS OF UMB FINANCIAL CORPORATION

The Annual Meeting of Shareholders of UMB Financial Corporation (the “Company”) will be held at the Company offices located at 1010 Grand Boulevard, Kansas City, Missouri, 64106 on April 23, 2013 at 9:00 a.m. CDT. We are holding the Annual Meeting for the following purposes:

1) To elect ten (10) directors who will hold office until the Annual Meeting of 2014;

2) To ratify the Audit Committee’s retention of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm and to examine and audit the consolidated financial statements of the Company for the fiscal year 2013;

3) To approve proposed amendments to the UMB Financial Corporation Long-Term Incentive Compensation Plan;

4) To act upon a shareholder proposal regarding the adoption of a policy to require an Independent Board Chairman;

5) To transact such other matters as may properly come before the meeting or any adjournments thereof.

Only shareholders of record at the close of business on March 1, 2013, will be entitled to notice of, and to vote at, this meeting or any adjournments thereof. This Proxy Statement is being mailed, sent or otherwise provided to shareholders on or about March 13, 2013.

It is important that your shares be represented at the meeting. Please submit your proxy through the internet or by telephone or mark, sign, date and return your proxy in the enclosed envelope, regardless of the number of shares you may own and whether or not you plan to attend the meeting in person. You may revoke your proxy and vote your shares in person if revoked in accordance with the procedures described in the attached proxy statement.

By Order of the Board of Directors,

Dennis R. Rilinger

Secretary

Date and Time:		Tuesday, April 26, 2016, at 9:00 a.m. CDT
Place:		UMB Financial Corporation 1010 Grand Boulevard Kansas City, Missouri 64106
Items of Business:		The following matters will be presented to our shareholders:
		1.     the election of 11 directors for terms ending at the 2017 annual meeting of shareholders;
		2.     the ratification of the Corporate Audit Committee’s engagement of KPMG LLP as our independent registered public accounting firm for 2016;
		3.     if properly introduced at the meeting, a shareholder proposal for the adoption of a policy requiring an independent Chair of our Board of Directors; and
		4.     any other business that may be properly considered at the meeting or any adjournment or postponement of the meeting.
		Afterward, we will present a report on our business and operations.
Record Date:		You may vote at the meeting or any adjournment or postponement of the meeting only if you were a shareholder of record at the close of business on March 1, 2016.
Voting:		It is important that your shares be represented at the meeting, regardless of how many you own, and we strongly encourage you to vote by proxy even if you are planning to attend in person. Please submit your proxy through the internet or by telephone, or please complete, sign, date, and return your proxy card in the provided envelope. You may revoke your proxy and vote your shares in person according to the procedures described in the attached proxy statement.

The date of this notice is March 13, 2013.14, 2016. The attached proxy statement and the related form of proxy are first being sent, given, or made available to shareholders on or about March 14, 2016.

By Order of the Board of Directors,

Scott A. Stengel Secretary

Important Notice Regarding Thethe Availability Ofof Proxy Materials

For The Shareholdersfor the Shareholder Meeting To Be Held Onon April 23, 2013:26, 2016:

ThisThe Proxy Statement and the Annual Report to Shareholders are available

atwww.edocumentview.com/umbf

TABLE OF CONTENTS

ii

UMB FINANCIAL CORPORATION

1010 Grand Boulevard

Kansas City, Missouri 64106

PROXY STATEMENT

GENERAL INFORMATION

This Proxy Statement isproxy statement and the related form of proxy are first being mailed andsent, given, or made available on oura website beginningof UMB Financial Corporation (“we” or “UMB”) on or about March 13, 2013,14, 2016, to the shareholders of record of theour common stock, par value of one dollar ($1.00) per share (the “(“Company StockUMB stock”), at the close of UMB Financial Corporationbusiness on March 1, 2016 (the “Company” or “UMBrecord date”) as of March 1, 2013 (the “Record Date”), in connection with the 2013 Annual Meetingour 2016 annual meeting of shareholders and any adjournment or postponement of the Company’s shareholders which will be held at 9:00 a.m. CDT on April 23, 2013 at the Company offices located at 1010 Grand Boulevard, Kansas City, Missouri, 64106, and any adjournments thereofmeeting (the “Annual Meeting”).

ShareholdersThe Annual Meeting will meetbe held at 9:00 a.m. CDT on April 26, 2016, at our principal executive offices located at 1010 Grand Boulevard, Kansas City, Missouri 64106, for the purposes described in this proxy statement.

The following purposes:matters will be presented to our shareholders:

Afterward, we will present a report on our business and operations.

Shareholders do not have any dissenters’ rightsNo shareholder has a dissenter’s right of appraisal or similar rightsright in connection with any of these matters.

Attendance at the Annual Meeting iswill be limited to shareholders of record or their proxies, beneficial owners of Company Stock having evidenceUMB stock who present proof of such ownership, and guestsour guests. Attendees may be required to present a valid form of the Company. government-issued photo identification (such as a driver’s license) in order to gain admittance.

Proxies are being solicited to giveafford all shareholders of record an opportunity to vote on matters to be presented at the Annual Meeting. This Proxy Statement contains information on matters to

It is important that your shares be voted uponrepresented at the Annual Meeting, or any adjournmentsregardless of that meeting.how many you own, and we strongly encourage you to vote by proxy even if you are planning to attend in person.

QUESTIONS AND ANSWERS ABOUT

THE ANNUAL MEETING,

THESE PROXY MATERIALS, AND VOTING

YOUR SHARES

Why did I receive thisthese proxy statement?materials?

You received our proxy statement, annual report, or notice of internet availability of proxy materials, (proxy statement, proxy card, Annual Report on Form 10-K, Annual Report to Shareholders and/or Notice of Internet Availability)as applicable, because theUMB’s Board of Directors (the “Board”) of UMB is soliciting your proxy to vote at the Annual Meeting. This proxy statement contains information that UMB iswe are required to provide to you under the rules of the U.S. Securities and Exchange Commission (the “CommissionSEC”) and is intended to assist you in voting your shares.

A proxy is your grant of authority to another person to vote your shares. The person granted this authority is also called a proxy. When you designate a proxy, you may direct the proxy how to vote your shares.

Who may vote at the Annual Meeting?

Shareholders of Company Stockrecord at the close of business on the Record Daterecord date may vote at the Annual Meeting. Such shareholders include As of the record date, 49,452,492 shares of UMB stock were issued and outstanding and, therefore, eligible to be voted at the Annual Meeting. Each share of UMB stock is entitled to one vote.

Who is a shareholder of record or a beneficial owner?

“Registered Shareholders of record” whoseor “record holders” have shares areof UMB stock registered in their name atnames with our transfer agent, Computershare Trust Company, as well asCompany. “Beneficial Ownersowners,” whosein contrast, own shares of UMB stock that are held in “street name” atthrough a broker, bank, or other nominee. At

Beneficial owners generally cannot vote their shares directly and must instead instruct their brokers, banks, or other nominees how to vote the closeshares. If you are a beneficial owner of businessUMB stock, your proxy is being solicited through your broker, bank, or other nominee.

What are my voting rights?

You may vote “FOR” or “WITHHOLD” on the Record Date, there were 40,518,468 sharesnominees under Proposal #1. You may vote “FOR,” “AGAINST,” or “ABSTAIN” on Proposals #2 and #3.

Cumulative voting will apply in connection with Proposal #1—election of common stock outstanding (such shares being the only shares of the Company entitled to vote). Each sharedirectors.See “What vote is entitled to one voterequired for each proposal?” later in this section. Cumulative voting will not apply in connection with respect to eachany other matter to be voted on at the Annual Meeting except for the election of directors which is done by cumulative voting (see “What Vote is Required for each Proposal -- Proposal #1”below).Meeting.

How does the Board recommend that I vote?

The Board recommends that you vote as follows:

What vote is required for each proposal?

How do I vote my shares?

We strongly encourage all shareholders to submit their votes in advance of the Annual Meeting.

		other nominee. If you want to vote your shares in person at the Annual Meeting, you will need to obtain a legally enforceable proxy from your broker, bank, or other nominee in advance and present that proxy to the inspectors of election together with a valid form of government-issued photo identification (such as a driver’s license).
•      Proposal 4UMB Plans:		The shareholder proposal regarding adoption Holders of a policy to require an Independent Board Chairman requires an affirmativeshares through the UMB Profit-Sharing and 401(k) Savings Plan (the “Profit-Sharing Plan”) or the UMB Employee Stock Ownership Plan (the “ESOP”) may not vote (“FOR”) of a majority ofyour shares directly but instead may instruct the shares present and entitledtrustee for theProfit-Sharing Plan or the ESOP how to vote atyour shares. Each holder who is a current employee of UMB and who has a valid UMB e-mail address will receive an e-mail from our transfer agent, Computershare Trust Company, describing how to access our proxy materials and how to provide voting instructions to the Annual Meeting. You may vote “FOR”trustee. If you hold shares through the Profit-Sharing Plan and the ESOP, you will receive only one e-mail about both of them. Each holder who is not a current employee of UMB or“AGAINST” who does not have a valid UMB e-mail address will receive our proxy materials in the proposal,or you may“ABSTAIN”frommail and will be able to provide voting oninstructions to the Proposal. An “Abstain” vote will havetrustee in the same effectmanner as record holders. In all cases, however, voting againstinstructions must be received by the proposal. Your broker, bank or nominee is not permitted to votetrustee by 1:00 p.m. CDT on this matter if no instruction is received from you.April 21, 2016.

How doIf I vote my shares?

Registered Shareholders

If you aream a Registered Shareholder, you may vote your shares on the internet, by telephone, by completing, signing and returning the proxy card by mail in the envelope provided, or by attending the Annual Meeting in person. The proxy materials that you receive will provide you a website address and telephone number to vote your shares by internet or telephone. To be valid, your internet or telephone vote must be received by 1:00 a.m. (CDT) on April 23, 2013. If you are voting by mail, please mail your signed proxy card in early to ensure that it arrives prior to the Annual Meeting.

Shares held by Beneficial Owners at a Broker, Bank or other Nominee

If your shares are held in street name through your broker, bank or other nominee, you are considered a “Beneficial Owner.” Beneficial Owners must vote your shares through the broker, bank, or nominee because that entity is considered the shareholder of record. If you are a Beneficial Owner, you should receive a form from the broker, bank or other nominee asking how you want to vote your shares. The availability of internet or telephone voting for Beneficial Owners will depend on the voting processes of your broker, bank or nominee. Therefore, you should follow the voting instructions provided in the proxy materials that you receive to vote your shares. The time by which the broker, bank or nominee must receive your instruction on how you want to vote your shares will be included in the materials you receive. If you desire to vote your shares in person at the Annual Meeting, you must obtain a legal proxy from your broker, bank or other nominee prior to the meeting and provide such proxy and an acceptable form of photo identification to the inspectors of the election at the meeting.

Shares allocated to me in the UMB Profit Sharing and 401(k) Savings Plan and the Employee Stock Ownership Plan

If you hold your shares of Company Stock in the UMB Profit Sharing and 401(k) Savings Plan (the “Profit Sharing Plan”) or in the UMB Employee Stock Ownership Plan (the “ESOP”) and you are a current employee of UMB with a valid Company e-mail address, you will receive an e-mail from the Company’s transfer agent, Computershare Trust Company, describing how to access proxy materials and instruct the trustee on how you would like your shares voted. If you hold shares in both the Profit Sharing Plan and the ESOP, you will only receive one e-mail representing the shares held in both plans. Individuals that are no longer employees of UMB, or are employees without a valid Company e-mail address, will receive the proxy materials in the mail and will be able to provide instructions to the trustee in the same manner as Registered Shareholders. To be valid, your instructions as to how you want your shares voted must be received by 1:00 p.m (CDT) on April 19, 2013.

How will my shares be voted at the Annual Meeting?

If you vote by mail, through the internet, by telephone, or in person, your shares will be voted as you direct. If yourecord holder, what happens if I submit a valid proxy prior to the Annual Meeting but do not completeprovide voting instructions?

If you as a record holder submit a valid proxy prior to the Annual Meeting but do not provide voting instructions, your shares will be voted:

” earlier in this section.

If I am a Beneficial Owner and I hold my shares atbeneficial owner, will my broker, bank, or nominee, and I don’t vote, will the broker bank orother nominee vote for me?

me if I do not provide voting instructions?

If you are a beneficial owner and do not giveprovide voting instructions, to your broker, bank, or other nominee the broker, bank or nominee will determine if it has discretionary authority to vote your shares on the particular matter. Brokers, banks and nominees are permitted to vote if the matter is considered “routine”, but not on other matters. Proposal 2 for the #2—ratification of Deloitte & Touchethe Corporate Audit Committee’s engagement of KPMG LLP to serve as theour independent registered public accounting firm for 2013 is a routine matter, and brokers who have not received instructions from their customers will be permitted to vote on this proposal. Proposals 1, 3 and 4 are not routine matters, and unless you provide instructions to your broker as to how you want your shares voted, the2016. Your broker, bank, or other nominee, willhowever, does not be entitledhave discretionary authority to vote them; this is called a “broker non-vote”. These broker non-voteyour shares will be counted toward the quorum requirement of the Annual Meeting, but they will not affect the determination of whether the non-routine proposals will be approved.on Proposals #1 or #3.

If I hold my shares inthrough the UMB Profit SharingProfit-Sharing Plan or the ESOP, and I don’t vote, will the trustee vote for me?me if I do not provide voting instructions?

The trustee ofIf you hold shares through the plans is the shareholder of record for all of the shares in the Profit SharingProfit-Sharing Plan and ESOP. The trustee will vote the shares held for the account of each employee or former employee according to the instructions provided by the employee or former employee. If yourdo not provide voting instructions, are not received by the trustee by 1:00 p.m., (CDT) on April 19, 2013, the trustee will vote the unvotedyour shares held in the Profit Sharing Plan insame proportion to the way that the other Profit Sharing Plan shares were voted, and the trustee will vote the unvoted shares in the Profit-Sharing Plan are voted. If you hold shares through the ESOP according toand do not provide voting instructions, the trustee’s discretion.trustee can exercise discretion in voting your shares.

Can other matters be decided at the meeting?Annual Meeting?

On the date thatWhen this proxy statement was printed, UMBwe did not know of any other mattersmatter to be raisedpresented at the Annual Meeting other than those includeddescribed in this proxy statement. If you submit a valid proxy andany other matters arematter may be properly presentedconsidered at the Annual Meeting, thenyour proxy can exercise discretion in voting your shares on the individuals appointed as proxies will have the discretion to vote those matters for you. UMB doesmatter. We do not anticipate that any other mattersmatter will be raisedpresented at the Annual Meeting.

How doCan I revoke or change my vote?

proxy?

You may revoke or change your proxy at any time before the vote is taken at the Annual Meeting.

If you are a registered shareholder,the record holder of UMB stock, you may do this by:revoke or change your proxy in the following ways:

If you are a Beneficial Owner andthe beneficial owner but not the record holder of UMB stock, you wish to revoke your proxy, you shouldmust follow the instructionsdirections provided to you by theyour broker, bank, or other nominee. Beneficial OwnersAny beneficial owner of shares who wishwants to revoke their priora proxy at the Annual Meeting will need to bringpresent to the inspectors of election a legallegally enforceable proxy from the broker, bank, or other nominee to the Annual Meeting indicating that they arethe person is the beneficial owner of the shares.

If you hold shares through the Profit-Sharing Plan or the ESOP, you must follow the directions provided to you by the trustee.

Who pays the expensescosts of preparing the proxy solicitation?materials and soliciting proxies?

UMBWe will pay the costs of preparing the proxy solicitation. materials and soliciting proxies, including the reasonable charges and expenses of brokers, banks, and other nominees for forwarding proxy materials to beneficial owners and updating proxy cards and directions. We also have engaged Okapi Partners LLC to assist in the solicitation of proxies for an estimated fee of $10,000 plus disbursements.

In addition to theour solicitation of proxies by mail, your proxy may be solicited by telephone, mailfacsimile, internet, or internete-mail or in person by certaindirectors, officers, or regular employees officers and directors of UMB andor its affiliates who will receive no additional compensation for their services. UMB also has engaged Okapi Partners LLC (“Okapi”)doing so.

FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to assisthistorical or current facts—such as our statements about expected cost savings and other results of efficiency initiatives. Forward-looking statements often use words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “outlook,” “forecast,” “target,” “trend,” “plan,” “goal,” or other words of comparable meaning or future-tense or conditional verbs such as “may,” “will,” “should,” “would,” or “could.” Forward-looking statements convey our expectations, intentions, or forecasts about future events, circumstances, results, or aspirations. All forward-looking statements are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Our actual future objectives, strategies, plans, prospects, performance, condition, or results may differ materially from those set forth in any forward-looking statement. Some of the factors that may cause actual results or other future events, circumstances, or aspirations to differ from those in forward-looking statements are described in our Annual Report on Form 10-K for the year ended December 31, 2015, our subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, or other applicable documents that are filed or furnished with the solicitationSEC. Any forward-looking statement made by us or on our behalf speaks only as of proxies at an estimated feethe date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of $10,000 plus disbursements. UMB will also reimburse brokers andevents, circumstances, or results that arise after the date that the statement was made. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K, or other custodians, nomineesapplicable document that is filed or fiduciaries for their expenses in forwarding proxy materials to shareholders and updating their proxies.furnished with the SEC.

STOCK OWNERSHIP

Principal Shareholders

The following persons owned of record or beneficially owned (as defined in SEC Rule 13d-3) more than five percent5% of UMB stock—which is the common sharesonly class of the Company (the only outstandingUMB’s voting securities of the Company) securities—at the close of business on March 1, 2013:2016:

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This Compensation Discussion and Analysis describes the material elements of the Company’s 2012 compensation forthat has been awarded to, earned by, or paid to the five Named Executive Officersfollowing named executive officers (the “Executives”) identified belowfor all services rendered in all capacities to UMB and whose summary compensation is set forth in the “2012 Summary Compensation Table” and other compensation tables contained in this Proxy Statement:its subsidiaries for 2015:

This Compensation Discussion and Analysis also describes relevant actions involving the compensation of the Executives since the end of 2015 until the date of this proxy statement.

Objectives of Our Executive-Compensation Program

The Compensation Committee has adopted executive-compensation principles (the “Executive-Compensation Principles”) to guide its policies, practices, and decisions.

These Executive-Compensation Principles identify three goals for UMB’s executive-compensation program:

Andrew J. Iseman, CEO Scout Investments, Inc.

Design of Our Executive-Compensation Program

The following key considerations guide the Compensation Committee in structuring our executive-compensation program and in making individual compensation decisions:

2015 Business Highlights

All three goals of our executive-compensation program were reflected in UMB’s performance during 2015.

Our highest priority continued to be the creation of long-term value for our shareholders.

TOTAL SHAREHOLDER RETURN

December 2005 – December 2015

Source: SNL Financial. Returns assume a reinvestment of dividends.

Yet another meaningful step in that regard occurred on May 31, 2015, when we closed our acquisition of Marquette Financial Companies (“Marquette”) and its $1.4 billion in assets. Marquette expanded our banking presences in Phoenix-Scottsdale and Dallas-Ft. Worth, broadened our product offerings with two national specialty-lending businesses, and added a balance sheet that complemented our own.

During 2015, however, we disclosed actual and estimated costs associated with acquiring and integrating Marquette, higher equipment and compliance expenses due to regulatory and other demands, significant net outflows from Scout’s equity strategies, and the need for continuing investments in UMB’s other diversified businesses. For the year, our earnings were $116.1 million ($2.44 per diluted share), which represented a subsidiarydecrease of $4.6 million or 3.8% compared to 2014.

Against this backdrop and with a focus on long-term shareholder value, we announced in 2015 an efficiency initiative to enhance operating leverage and to improve customer experience. Excluding estimated severance costs and Marquette-related synergies, this efficiency initiative resulted in $9.5 million in cost savings in 2015, and we expect to recognize $21.0 million in cost savings in 2016 and $32.9 million in annualized cost savings beginning in 2017.

We also reaffirmed our commitment to balanced risk-taking during 2015. Average loans for the year were $8.4 billion (a 20.8% increase compared to 2014), and still, net loan charge-offs as a percentage of average loans were 0.12% (down from 0.22% in 2014). Our average cost of interest-bearing liabilities for 2015 was 0.19%. At December 31, 2015—factoring in non-interest-bearing demand deposits, which represented 41.8% of total deposits—our cost of funds was 0.12%. Our common equity tier 1 capital ratio at the end of 2015 remained strong at 11.74%.

As in the past, moreover, no element of our success in 2015 would have been possible without a focus on our customers—including those who have been loyal to us for generations and those whom we are just coming to know. To them we owetheunparalleled customer experience, and without them we cannot continue to thrive.

Elements of Executive Compensation

We utilize four fundamental elements of compensation: (1) base salary, (2) short-term incentive compensation, (3) long-term incentive compensation, and (4) other benefits and perquisites.

Base Salary

Salary provides a market-competitive baseline of cash compensation, generally in the form of fixed bi-weekly payments. The salaries of our Executives are established by (1) using peer-group or industry data to identify comparative medians and quartiles and (2) adjusting off the median and quartiles to reflect the Executive’s individual performance, strategic value, leadership, responsibilities, competency, and experience.

Short-Term Incentive Compensation

Short-term incentive compensation generally takes the form of an annual cash bonus and is used to reward superior performance primarily over the short term.

All of the Company (“Scout Investments”)

John P. Zader, CEO/Executives, except Messrs. Iseman and Fischer, participate in annual programs that are established for designated officers and other associates of UMB Fund Services, Inc., a subsidiary of the Company (“Fund Services”).

Executive Compensation Objectives

The goals and objectives of the Company’s Executive compensation programs are to:

Executive Compensation Components

Consistent with prior years, the Company utilized, in 2012, the following primary compensation components in implementing its executive compensation philosophy and objectives:

Plan”) or (b) the Scout Investments Retention and Annual Performance Program (“Scout Long-Term Program”). Under the 2012 UMB Long-Term Program, the awards take the form of grants of non-qualified stock options (“Options”), service-based restricted stock (“Service-Based Shares”), and performance-based restricted stock (“Performance-Based Shares”). Under the Scout Long-Term Program, the awards take the form of (50%)and creates long-term value for our shareholders, (ii) Options to be especially useful for encouraging behavior that increases the share price of UMB stock, and (iii) Service Shares to be especially useful for retaining talent. The Compensation Committee also utilizes vesting periods for Performance Shares, Options, Service Shares, and deferred cash awards paid out over a period of three years (“Deferred Cash Awards”) and 50% Service-Based Shares vesting over a three-year period (“Deferred Stock Awards”) (see pg. 30)

The primary features of each compensation component, and the objectives it is intended to achieve, and the behavior it is intended to encourage, are summarized below:

Component		Key Features		Objective, Reason Used, and Behavior to be Rewarded
Service-Based Shares		•    Shares of forfeitable restricted Company Stock granted under the UMB Long-Term Plan •    Vest over a period of years		•    To promote retention •    To link Executives’ compensation with increases in shareholder value and encourage performance that drives higher stock price •    To incent Executives to focus on long-term risk control •    To promote a Shareholder attitude
Performance-Based Shares		•    Shares of restricted Company Stock granted under the UMB Long-Term Plan •    Multi-year vesting •    Forfeited unless a multi-year Company performance goal is achieved		•    To motivate and reward Executive’s performance that supports long-term Company profitability •    To promote a Shareholder attitude •    Retention •    To link Executives’ interests to successful execution of Company strategies •    To build a team approach and joint efforts to support the Company’s overall mission and values
Deferred Cash Awards		•    Cash grants to Scout Investments associates based on percentage of growth in unit profitability, payable over a 3-year period		•    Retention over the 3-year period •    To provide value having similar characteristics to those of the equity interests offered by closely-held investment advisory competitors for talent
Deferred Stock Awards		•    Shares of Service-Based Shares (granted to Scout Investments associates under the UMB Long-Term Plan) based on growth in unit profitability; vesting ratably over a 3-year period		•    To provide value having similar characteristics to those of the equity interests offered by closely-held investment advisory competitors for talent •    Retention over the 3-year period •    Link compensation to continuous growth of profitability •    To promote a Shareholder attitude

Component		Key Features		Objective, Reason Used, and Behavior to be Rewarded
Benefits		•    Programs offered to all employees, such as health insurance and 401(k) matching contributions		•    To match the base benefits offered to all employees in the marketplace generally •    To support recruitment and retention
Perquisites		•    Auto or auto allowance & parking •    Tax preparation assistance •    Relocation allowances		•    To enable the Company to compete for top executive talent by offering market-level non-cash compensation components •    Retention

The following describes circumstances and reasons that an individual compensation component may be used. Currently-paid compensation (primarily cash salary) is deemed necessary in order to be competitive and attract and retain executive talent that is in demand in the marketplace. A form of compensation scheduled to be paid out (or vesting) over a long term (as opposed to monthly or annually) may be used in situations where the Company seeks to motivate an Executive to focus on multi-year strategies, or to focus on risks that may not manifest themselves for several years, or to remain with the Company over a multi-year vesting period. Equity-based compensation (particularly Options and Performance-Based Shares) is used to provide compensation that is “at risk” if the specified performance level is not achieved and/or if the Company’s stock price does not rise. Scout Deferred Cash Awards and Scout Deferred Stock Awards are used to reward recipients with a small portion of the cumulative profits realized by Scout Investments over a seven-year period, and is provided as a partial substitute for the type of equity ownership that is frequently offered to top executives by competition for talent in the investment advisory industry generally. These awards are structured to promote retention and to incent recipients to continuously increase the profitabilityreward consistent and sustained performance.

Other Benefits and Perquisites

A variety of Scout Investmentsnon-cash benefits and also increase the Company’s stock price. Options (as opposed to awards of Service-Based Shares or Performance-Based Shares)perquisites are used where it is deemed desirable to leverage the value that an Executive may potentially receive as a result of increasesoffered in the Company’s stock price, althoughmarkets and regions where UMB competes for executive talent. The Compensation Committee, however, generally favors the Companyprovision of standard benefits to all of UMB’s associates (including the Executives) and a restrained and judicious use of perquisites.

The Compensation Committee and Our Executive-Compensation Process

The Compensation Committee has exclusive authority to determine the compensation of each Section 16 Officer and to determine the equity-based compensation of all directors of UMB and all associates of UMB or its subsidiaries. The Compensation Committee may incur added accounting expense if Options expire “outnot delegate this authority to any officer or other associate of UMB or its subsidiaries but has authorized the Chair of the money” or are otherwise not exercised.

2012 Compensation Highlights

In early 2012, the Company’s Compensation Committee (“Committee”) reviewed the Executives’ compensation components and established 2012 compensation packages for each of them. The packages included:

Because the Company’s financial performance has improved since it first adopted the UMB Long-Term Plan and UMB Short-Term Plan, the Committee has also increased awards earned by the Executives under those and similar plans and programs. The Committee believes that these increased Executive compensation amounts are desirable and in the best interest of the Company’s shareholders because they truly represent “pay for performance” and help align the overall compensation of the Executivesother Section 16 Officers with market levels.

How the Compensation Committee Makes Compensation Decisions

Roleand offers recommendations on the amount and mix of their compensation. No Section 16 Officer participates with the Compensation Committee

in its review of that officer’s performance or in its determination of that officer’s compensation.

The Committee, which consists of four independent directors, oversees the compensation of the Company’s executive officers, and approves all aspects of the compensation of the Executives and other Company executive officers. The Committee determines the Executives’ salaries, evaluates the Executives’ individual performance, establishes their performance and incentive goals and objectives, and determines their total compensation packages. TheCompensation Committee also determines all grants of equity-based compensation (for the Executives, and all other Company associates).

Role of the Chief Executive Officer and other Company Personnel

The Company’s Chief Executive Officer and the Company’s internal compensation department provide information and recommendations to the Committee regarding proposed compensation for all Executives; provided, however, that neither the Chief Executive Officer nor any of the other Executives provide recommendations as to, or participate in the deliberation of, voting on, or establishment of, their own respective compensation packages. The information considered by the Committee includes data developed internally by the Company and by its Consultant (see “Role of the Compensation Consultant” below), input from management, and evaluations by the Chief Executive Officer for each of the other Executives (but not himself). The Consultant, the Executives, and other members of Company management provide input to the Committee regarding the design and content of an annual UMB Short-Term Program, the Scout Program, the Scout Short Term Plan, the Fund Services Short-Term Plan, and each multi-year UMB Long-Term Program, but all decisions on the design of such programs and plans, selection of participants, level of awards, and other features are ultimately made solely by the Committee. The Committee considers informationreceives research, analytical services, advice, and recommendations from its Consultant regarding questions of director compensation and makes its recommendation to the full Board, who establishes such compensation, and the Executives have no role in such process.

Role of the Compensation Consultant

The Committee has utilized Hay Group, Inc. as its independent executive compensation consultant (“ConsultantHay”). Hay is a global management consulting firm affiliated with Korn Ferry and has served as a consultant to the Compensation Committee since its initial engagement in 2008. The Consultant provides ongoingCompensation Committee is directly responsible for the appointment, compensation, and oversight of Hay. As in prior years, Hay supplied the Compensation Committee with advice research and analytical services relating to the design and componentson our Executive-Compensation Principles, assessments of the Company’s executive compensation programsstructure and practices. The Committee selected the Consultant becausedesign of the Consultant’s familiarity with the Company’s executive compensationour executive-compensation program, as well as the Committee’s satisfaction with consulting services provided by the Consultant in the past. The Consultant is hired by, directly responsible to,comparative peer-group and reports to and is subject to the oversight of, the

Committee. Theindustry data and consultation provided byanalyses, updates on regulatory developments, and recommendations on the Consultant is renderedamount and mix of compensation for Mr. Kemper and provided to, the Committee. The Company is required to provide appropriate funding, as determined by the Committee, for payment of reasonable compensation to the Consultant.our directors. Representatives of the ConsultantHay attended, in person or by teleconference,telephone, all of the Compensation Committee’s three meetings held during 2012.since the beginning of 2015.

In 2012, asThe Compensation Committee, in prior years, the Committee asked the Consultant to provide it with ongoing consultation regarding the Company’s executive compensation philosophy, to provide peer-groupJanuary 2015 and industry survey executive compensation data, to assist it in developing changes to its executive salary and incentive compensation programs, to provide updates and advice on evolving regulatory changes and requirements applicable to compensation or governance issues, and to annually evaluate, and offer recommendations relating to, the Company’s Executive and director compensation practices and programs. Although the Committee receives information and recommendations from the Consultant, all decisions on matters of Executive and director compensation are made solely by the Committee.

Company policy requires that the Company management may not engage the Consultant to provide services to the Company (as opposed to providing services to the Committee) unless the Committee first approves each such engagement, excepting engagements which in the aggregate do not exceed annual aggregate fees of $120,000. The total fees paid to the Consultant in 2012 for such non-Committee engagements (such engagements being undertaken by the Consultant only after the Committee approved them) was approximately $20,000, and represents only approximately 20% of the total fees paid by the Company to the Consultant for all types of services provided by the Consultant (either to the Committee or to the Company). The Company and Committee have also adopted a policy (and amended the Committee’s Charter to so provide) that any consultant retained by the Committee must be first determined by the Committee to be “independent,” and that in reaching any determination of independence, the Committee must take into consideration each ofJanuary 2016, considered the independence factors enumerated in SEC Rule 10C-1(b) and NASDAQ Listing Rule 5605(d) before selecting or receiving further advice from Hay.

The Compensation Committee has not identified any work of Hay that raises a conflict of interest. Hay did not provide additional services to UMB or its affiliates—as opposed to the Compensation Committee—in Section 952an amount in excess of $120,000 during 2015.

Hay provided the Dodd-Frank Act and inCompensation Committee with comparative analyses based on (1) proxy data from the proposed rules issued by NASDAQ in response to final rules (Rule 10C-1) issued by the SEC, as well as other relevant circumstances. At its January 2013 meeting, the Committee reviewed the independence factors referenced in the NASDAQ proposed rules (such rules having been subsequentlypeer group approved by the SEC), as well as the specific services provided by the Consultant to the Company,Compensation Committee and all other relevant facts and circumstances, and concluded that the Consultant qualifies as being “independent,” before resolving to continue to retain the Consultant for future advice and services.

Use of Competitive Data

The Committee relies on various sources of compensation information provided by the Consultant to determine the competitive compensation market for the Executives, including(2) industry data from the Hay Group General Industry Market Data (“Industry Data”) and proxy data of theCompensation Report. The peer group recommended byis selected on the Hay Group and approved by the Committee (“Peer Group Data”).

At the request and directionbasis of the Committee, the Consultant annually makes recommendations as to the criteria to be used in selecting a peer group for purposes of preparing Peer Group Data. It then reviews the peer group and recommends changes in its membership as necessary. The Consultant then provides the Committee with compensation information relating to officers of peer group companies that have duties comparable to those of the Executives. In recommending the appropriate peer group, the Consultant recommended the use of the following primary peer group evaluation criteria: companyasset size, as reflected by total assets and companies with the same or similar standard industry classification code. Additional itemscodes, mix of business lines, annual revenue, market capitalization, geographic scope, and other factors judged by the Compensation Committee to be considered in evaluating prospective peer-group companies include the following: U.S. domiciled publicly-traded companies, annual revenues, and total number of employees. Finally, the following selected financial criteria is used to identify

outliers among the prospective peer companies: credit loss reserves as a percent of outstanding loans, non-performing assets as a percentage of total assets, Tier 1 and Total Capital ratios, Standard & Poor’s Financial Institution Credit Ratings, and TARP participation.relevant. The 2012 peer group companies listed below wereapproved and used by the Compensation Committee in February 2015 was the same as thoseone that had been used in 2011:2014:

In 2012,During 2015, with assistance from Hay, the Consultant compiled Peer Group Data and Industry Data for theCompensation Committee and provided information and advice to the Committee with respect to, among other matters, the level of salaries, as well as long-term and short-term incentive compensation grants. The Consultant also provided data and analysis of executive compensation trends, and of the salary ranges and other compensation elements paid by the Company’s peer group for executives serving in comparable positions, and Industry Data.

Committee’s Consideration of the Company’s 2011 Advisory Shareholder Vote on Executive Compensation

At the Company’s April 26, 2011, annual meeting, its shareholders overwhelmingly approved the Company’s 2010 executive compensation program, with more than 90% of shareholder votes cast in favor of the Company’s advisory (non-binding) “say-on-pay” resolution. As the Committee evaluated the Company’s compensation practices and made compensation decisions during 2012, it considered the strong support the Company’s shareholders had expressed for its approach to executive compensation. The Committee interpreted such vote asconducted a positive endorsement of the Company’s compensation programs, practices and actions as part of its overallcomprehensive assessment of the Company’s Executive pay programs and packages, and will continue to consider the outcome of the Company’s say-on-pay vote when making future compensation decisions.

At the 2011 annual meeting of shareholders, the Company’s shareholders also voted on an advisory (non-binding) “say when on pay” resolution to determine whether the required periodic advisory shareholder vote on executive compensation should occur every one, two, or three years. The Committee reviewed the results of the vote, and based, among other things,peer group. Based on the fact that a majoritygrowth and evolution of shareholders supported a three-year frequency for such future shareholder “say-on-pay” votes,UMB (including the Committee currently intends to submit future “say on pay” resolutions for the voteacquisition of shareholders, on a triennial basis (the next such vote to be held at the Company’s 2014 annual meeting).

General Principles Relating to the Development of the Executives’ Compensation Packages

In making compensation decisions, the Committee takes into account, among other factors, the Company’s current financialMarquette), absolute and business performance, and the achievement of the Company-wide “core” earnings target and threshold level included in the annual UMB Short-Term Program (see“Annual cash awards under Short-Term Plans”) later in this Compensation Discussion and Analysis. The profitability and performance of specific units of the Company are also given considerable weight in determining compensation components for those

Executives who have primary responsibility for such units. The Committee also considers how the Company’s performance compares to its peer group, trends and significantrelative changes in operations, the Company’s risk profile, circumstances unique to the Company, the respective Executive’s achievement of individual performance objectives, compensation data in Peer-Group Data and Industry Data, and recommendations of the Consultant. The Committee’s goal is to have a general correlation between the relative scope of an Executive’s responsibilities, and the extent to which his incentive compensation targets are tied to Company-wide (or unit-wide) performance levels. The Committee also believes that a significant portion of each Executive’s compensation should be in the form of equity or otherwise at risk.

Decisions as to Mix of Compensation Components

In considering the levels and “mix” of compensation components to be provided to each Executive each year, the Committee reviews a “tally sheet” that reflects the value of each compensation component awarded to him in the prior year, any additional “realizable” compensation that he had the ability to realize during the past year if he so chose (e.g., options that vested during or prior to the year even if he elected not to exercise them at that time), and the cumulative value of prior equity awards that have not yet been realized (e.g., unvested or unexercised options, restricted stock that is still subject to potential forfeiture, and potential cash and equity that the Executive might receive in the event of his death, disability, qualified retirement, or upon a change in control of the Company). This information enables the Committee to better evaluate how effective any future equity-based incentive awards are likely to be in light of the amount of Company Stock and grants already held by the Executive, and to make compensation decisions and evaluate recommendations based on a more complete analysis of an Executive’s total compensation and potential rewards.

In connection with its consideration of 2012 Executive compensation, the Committee adjusted the mix of cash and equity compensation according to the individual circumstances of each Executive Committee Member. As a result, Mr. Kemper received a slightly larger percentage of his total compensation in cash because he already holds a significant amount of Company stock. For that same reason, the Committee concluded that Mr. Kemper’s compensation package need not contain as much emphasis on components designed to insure retention and a shareholder attitude. Mr. deSilva and Mr. Hagedorn have been allocated a larger percentage of their total compensation in the form of equity grants, because the Committee believed that such grants better accomplish the objective of long-term retention and helping ensure a shareholder attitude.

Salary

The Committee believes that the Company must offer a market-based level of stable income, in order to recruit and retain highly-qualified executives. During the first quarter of each year, the Committee establishes annual salaries for the Executives. In reaching its decisions on Executive salary adjustments, the Committee reviews and considers the Company’s financial results and other performance data for the prior year, the roles that the Executives played in accomplishing improvements in the Company’s (or a units’) performance, the salaries and other compensation of the Executives compared to Peer Group Data and Industry Data, the level of compensation being provided to other Company executives, the recommendations of the Consultant, and the respective Executive’s achievement of “Performance Objectives” (see “Annual Cash Awards under Short-Term Plans”). The Committee believes that these Performance Objectives are important measurements of the Executive’s value and of the Company’s need to retain the Executive. The Chief Executive Officer provides the Committee with recommended rankings reflecting achievement of the Performance Objectives by all the Executives other than himself. The Committee itself determines the rankings for the Chief Executive Officer.

In 2012, the Committee made adjustments in the salaries of Messrs. Kemper, deSilva and Hagedorn (the “Executive Committee Members”)taking into account, among other things, the current mix of their compensation components, the Committee’s assessment of Company’s and each Executive’s performance and the need to better align their compensation with individual benchmark compensation targets established for them by the Committee based on competitive compensation data drawn from the Industry Data and Peer Group Data. For Mr. Kemper, that benchmark salary target was the median position in the Industry Data and Peer Group Data. The benchmark targets for Mr. deSilva and Mr. Hagedorn were between the 50th and 75^th percentile of the Industry Data and the Peer Group Data, and were selected because of the high level at which they performed their responsibilities, and the need to assure their retention. For Mr. Zader, the benchmark target was also a range between the 50^th and 75^th percentile of the Industry Data, such level being chosen because of the strong performance that the Fund Services unit has consistently produced. The higher target levels established for Mr. deSilva and Mr. Hagedorn and Mr. Zader were chosen to reflect current market compensation conditions for positions of similar responsibility and complexity, to recognize the superior skills and leadership of the respective Executive, and to focus each of them on the creation of long-term value. Mr. Iseman’s benchmark target was set as the midpoint of the salary of similar positions in similar organizations as reflected in an outside compensation survey (the McLagen Management and Administration survey), to reflect current market conditions for positions of similar responsibility and complexity.

Individual 2012 Salary Adjustments

The Committee increased (i) Mr. Kemper’s salary by 8% primarily because of strong performance by him and the Company, among other factors, and to give slightly more weight to the cash portion of his total compensation package (compared to the equity portion) because of the large quantity of Company Shares he already holds; (ii) Mr. deSilva’s salary was increased by 4%, to keep it aligned with his target salary range and to recognize the leadership that he provides for Company units that produce an increasing amount of the Company’s overall revenues and profits, and to help retain him. Mr. Hagedorn’s salary was increased by 10% because of, among other things, his increasing scope of responsibilities and because his salary was currently below his target salary range and that a more significant increase would be important in retaining him. The compensation of Mr. Zader was increased by 5% primarily because of the Fund Services unit’s strong performance, record sales, new business, successful integration of a new acquisition, and his executive performance, among other factors. Because of the significant progress that Mr. Iseman made in restructuring and growing the assets, revenues and profitability of Scout Investments, the Committee increased Mr. Iseman’s compensation by a 5% increase in salary, and adapted the Scout Long-Term Plan under which he later received a substantial Deferred Cash Award and Deferred Stock Award at the end of the 2012 year (see “Additional Long-Term Awards for Mr. Iseman,” below) One of the several objectives of Mr. Iseman’s adjustments, was to make significant progress in increasing his total compensation to a level that is closer to the competitive market level that the Committee deems necessary to retain him and properly motivate the level of performance that is required to achieve the aggressive goals and objectives that the Company has for Scout Investments.

The Peer Group Data and Industry Data provided by the Consultant at the Committee’s February 2012 annual executive compensation review reflected that after the Executives’ 2012 salary adjustments referenced above were implemented, the salary of Mr. Kemper was below his benchmark target, that Mr. deSilva’s salary was near the top of the benchmark target range established for him, and that Mr. Hagedorn’s salary was slightly below his target range. Mr. Iseman’s salary was somewhat above his benchmark target level, although the other components of his total compensation were below that level. Mr. Zader’s salary was within the benchmark target range that was deemed appropriate, given the strong growth of the Fund Services unit for which he has responsibility.

The salaries of the Executives were increased as set forth in the following chart:

Annual cash awards under Short-Term Plans

In 2012, the Committee awarded annual cash Short-Term Awards to the Executives under one of the three separate Short-Term Plans: (1) the Company-wide 2012 Short-Term Incentive Compensation Program “2012 UMB Short-Term Program”), in which Messrs. Kemper, deSilva and Hagedorn (as well as approximately 130 other Company associates) participated; (2) the Fund Services Short-Term Plan (substantively similar to the 2012 UMB Short-Term Program), in which only Mr. Zader participated; and (3) the “Scout Short-Term Plan,a special short-term variable pay plan, in which only Mr. Iseman, participated. Such grants were intended to motivate the Executives to achieve, and exceed, their individual annual goals and target performance standards (“Performance Objectives”) as approved by the Committee, and to otherwise support the Company’s key strategies. Because the Short-Term Awards are contingent upon the Executive’s performance, (and in the case of the 2012 UMB Short-Term Program, are funded in direct alignment with the profitability of the Company), the Committee believes that they align the Executive’s financial interest with that of the shareholders and the Company as a whole, and truly reflect the Company’s compensation philosophy to “Pay for Performance.”

All three of the Short-Term Plans provided a Short-Term Award target level for each participant, based on a specified percentage of his/her year-end salary, such percentage being determined by reference to the recommendations of the Consultant, peer group data, and the tier in which the respective participant has been categorized based on responsibilities and accountabilities.

The Committee established the following 2012 Short-Term Award target levels: 75% for Mr. Kemper, 55% for Messrs. Hagedorn and deSilva, 100% for Mr. Iseman, and 70% for Mr. Zader. Mr. Kemper’s 2012 percentage-of-salary target level reflected a ten percentage point increase from its 2011 level, to increase the portion of his compensation that is performance-based and “at risk.” The target levels established for Mr. deSilva and Mr. Hagedorn were unchanged from 2011 and were based on their responsibilities in successfully implementing the Company’s annual goals and objectives, and were consistent with the benchmark targets set by the Committee based on Peer Group Data, Industry Data, and the recommendations of the Consultant. Mr. Zader’s level was established at 70% based on the ongoing strong performance of the Fund Services unit and to maintain a competitive compensation structure for talent in the investment servicing industry. Mr. Iseman’s target level was set at 100% based on the competitive short-term compensation opportunity provided to executives with like responsibilities and abilities and the Consultant’s recommendations relating to the level and type of compensation being paid to executives with comparable experience and responsibilities in the investment industry generally, to link his Short Term Award more directly to the annual performance of Scout Investments, and to help assure his retention.

Performance Objectives – Generally

As a part of its establishment of the Short-Term Plans, the Committee established and approved Performance Objectives for each Executive. The Performance Objectives for 2012 for the three Executive Committee Members related primarily to the performance and activities of the Company (or major operations affecting the Company, because: (1) of the Company-wide nature of those Executives’ duties and accountabilities, (2) the earnings of the Company were the most important measure of Company-wide performance, and (3) the Company’s overall performance is driven in significant measure by their individual performances. The Committee set targets and achievement percentages for each of Messrs. Kemper, Hagedorn and deSilva based upon a mix of objective and subjective factors tailored to each Executive’s duties and responsibilities. Because Mr. Iseman’s and Mr. Zader’s responsibilities were heavily focused on a specific unit of the Company, their Performance Objectives included heavily-weighted individual Performance Objectives applicable to their respective units. The Committee believed that the Executives’ 2012 Performance Objectives would be significantly challenging, taking into account the uncertainties in the financial services industry and world economy in general, but achievable if the Executivesperformance and other senior management met or surpassed their businessmetrics of midsize banking organizations, and unit goalsmergers and objectives. The primary weighted Performance Objectives of each of the Executives are discussed below:

Performance Objectives of the Executives

In 2012, the Committee established, under the 2012 UMB Short-Term Program, a Company-wide “core” net earnings target of $112.4 million, the achievement of which would be a prerequisite to the 2012 UMB Short-Term Program recipients receiving their respective target Short-Term Awards (with prorated Awards to be earned if a Company “core” net earnings level between the “threshold” level of $89.9 million and the target level of $112.4 million was achieved. In determining such “core” earnings, the Committee adjusts the Company’s earnings (as reported under generally accepted accounting principles(“GAAP”)) to eliminate extraordinary events such as losses/gains relating to the sale of branches or other assets, business acquisition costs, certain severance costs, and litigation costs.

Determination of 2012 Short-Term Awards to Messrs. Kemper, deSilva and Hagedorn.

Determination of 2012 UMB Short-Term Incentive Program Bonus Pool. When the 2012 UMB Short-Term Programpeer group was approved the Committee established a target Short-Term Award pool of $ 5.9 million, based on the $112.4 million Company-wide core profitability target. Once the “core” net earnings was determined at the end of 2012, then the $5.9 million target Short-Term Award pool was to be proportionally adjusted up or down to the actual amount of funding (the “Actual Bonus Pool”) that would be made available to fund Short-Term Awards under the 2012 UMB Short-Term Program, based on the limitations and provisions of the following chart, with interpolation of amounts falling between the levels set out. The Actual Bonus Pool was also to be adjusted to reflect salary adjustments of the participants in the 2012 Short-Term Program between the date the 2012 Short-Term Program was established and December 31, 2012.

In February 2013, the Committee determined that negative “core” adjustments of approximately $0.8 million should be made to the Company’s GAAP earnings, that the Company had achieved 2012 net “core” earnings of approximately $121.9 million, and that under the formula set out in the above chart (and after adjustments were made to recognize the year-end salaries of participants) the Actual Bonus Pool Funding for 2012 Short-Term Awards under the 2012 UMB Short-Term Program was approximately $7.2 million, subject to any cap or adjustment that the Committee might thereafter make.

Determination of Awards. The amount of such Actual Bonus Pool Funding was first divided among each of the Company’s various lines of business (the “Units”) that had participants in the 2012 UMB Short-Term Program (based on the Short-Term Award targets of the participants in each respective Unit compared to the Short-Term Award targets ofall participants in the 2012 Short-Term Program) and with such discretionary adjustments as the Committee deemed appropriate. All of the three Executives participating in the 2012 UMB Short-Term Program (Messrs. Kemper, deSilva, and Hagedorn) were treated as one Unit (the “Executives Unit”), and all decisions as to the amount of the Short-Term Award that each such Executive was to actually receive from the Executive Unit’s portion of the Actual Bonus Pool Funding, was made exclusivelyused by the Committee.

In determining each individual Executive’s Short-Term Award, theCompensation Committee first determined the extent (expressed as a percentage) of his/her individual Performance Objectives that were found to have been achieved, after also taking into account performance and support of key Company mission and values and such other factors and circumstances as the Committee deemed relevant (such percentage being indicated in the chart below as the “2012 Performance Percentage”). The 2012 Performance Percentage was then multiplied by the Executive’s 2012 Target Award, to determine the actual Short-Term Award (shown in the “2012 Actual Award” column of the chart set out below) to be granted to the Executive.

In February 2013, the Committee approved the 2012 Short-Term Awards set out in the “2012 Actual Award” column above for Messrs. Kemper, deSilva and Hagedorn. For comparison purposes, the Short-Term Awards made to the Executives for the years 2010 and 2011 are also set forth in the above table.

Determination of 2012 Short-Term Awards to Messrs. Iseman and Zader

The Scout Short-Term Plan and the Fund Services Short-Term Plan, also established percentage-of-salary Short Term Award target levels for Mr. Iseman (100%) and Mr. Zader (70%), respectively. In February, 2013, the Committee reviewed recommendations of the Executive Committee as well as other data, as to the extent (expressed as a percentage) to which the Performance Standards of those two Executives had been accomplished (such percentage being indicated in the chart above as the “2012 Performance Percentage”). The Committee then multiplied each Executive’s Performance Percentage by his 2012 Target Award (as reflected in the table above) and granted each of them the respective Short-Term Award shown in the “2012 Actual Award” column. (Mr. Iseman joined the Company in mid-2010, and thus no 2010 data is shown for him.)

Equity Grants (Options, Performance-Based Shares, and Service-Based Shares) under the Company’s Long-Term Plan

The Committee uses equity awards under the UMB Long-Term Plan to reward and encourage the Executives’ continued service and multi-year commitments to the accomplishment of long-term strategies. The Committee also uses such awards to help attract, retain and motivate the Executives. The Committee believes these awards expose Executives to the risks of downside stock prices and motivate them to perform in a manner that will build and maintain higher sustained earnings, shareholder value and stock prices. Grants of Options are used to motivate the Executives to perform in a manner that will contribute to a growth in the value of the Company (and consequently the price of its stock), because such grants are of value only in the event of such

growth. In deciding whether to use cash or non-cash compensation components, the Committee considers, among other factors, the size of the Executive’s existing equity holdings (including restricted stock and options), the tax expense that an Executive incurs in connection with the vesting or exercise of equity-based compensation, and the tax and accounting consequences for the Company.

Internal Revenue Code Section 162(m) Considerations

The Committee’s decision to use grants of restricted stock that contain a performance-based element is influenced in part by the provisions of Section 162(m) of the Internal Revenue Code, which prohibits companies from taking a tax deduction for certain compensation paid in excess of $1 million to its named executive officers. However, performance-based compensation, as defined in the tax law, is fully deductible if the underlying compensation plan has been approved by shareholders and meets certain other requirements. In structuring the awards of equity compensation, the Committee considers, but is not bound by, the limitations imposed by Section 162(m) in determining the appropriate terms and types of such awards. The Committee may approve new or additional compensation that will not meet deductibility requirements, if it concludes that such compensation is necessary to ensure competitive levels of compensation for the Executives, or is otherwise in the best interest of the Company.

Annual Long-Term Incentive Compensation Programs

Each year the Committee establishes a multi-year equity-based UMB Long-Term Program under the UMB Long-Term Plan. The Committee determines which Executives will participate, and establishes a target dollar amount for each Executive, based on a percentage of the Executive’s salary. The Committee establishes the percentage-of-salary levels for the Executives after considering data provided by the Consultant, peer group data, the scope and overall importance of the Executive’s responsibilities, and the “tier” to which the Executive has been assigned under the Program. The Committee also considers the Company’s performance and profitability.

For 2012, the Committee established two long-term incentive compensation programs: (1) a 2012 UMB Long-Term Program, in which all of the Executives participated and were granted Options, Service-Based Shares and Performance-Based Shares; and (2) a new Scout Long-Term Program in which Mr. Iseman (and a limited number of other Scout Investments officers) participated and under which each was eligible to receive a Deferred Cash Award and a Deferred Stock Award to vest and be paid over a three-year period.

Long-Term Awards under the UMB Long-Term Plan Generally

Long-Term Awards under the UMB Long-Term Plan include grants of one or more of the following compensation components: Performance-Based Shares, Service-Based Shares, and Options. The key features of each are summarized below:

Grants of Performance-Based Shares .

These are grants of Company stock that do not vest until the end of a specified multi-year period, and then only if, and to the extent that, a specified Company-wide multi-year financial performance standard (chosen and approved by the Committee at the time the grant was made) has been achieved. At the end of the multi-year period, the Committee determines whether, and to what extent, the performance standard has been met, and how many of the Performance-Based Shares have thus vested (are absolutely owned by the recipients free of any further risk of forfeiture), and how many have been forfeited.

Grants ofService-Based Shares.

These are grants of Company Stock that do not vest (in whole or part) until the recipient has completed a specified number of years of continuous service with the Company after the date of grant. The Committee makes grants of Service-Based Shares primarily to help retain the recipients. Although in most cases full vesting occurs at five years with partial vesting beginning at three years, the special grant made to Mr. Iseman (see “Grants of Additional Long-Term Awards to Mr. Iseman”below) had a 3-year cliff vesting schedule. In establishing such grants and vesting schedules, the Committee took into account relevant market and Peer-Group Data provided by the Consultant regarding long-term incentive practices and award levels for comparable executive positions.

Grants ofOptions.

These Option grants give recipients the right to purchase Company Stock at a price equal to its closing market price on the date the Option was granted, but the Options cannot be exercised until they have vested as a result of the recipients’ completion of a specified number of years of continuous service with the Company (typically full vesting at five years, with partial vesting beginning at the conclusion of three years). The values of these grants are related to the Company’s stock price.

In granting Options, the Committee utilizes the Black-Scholes valuation model and the fair market closing price as of the date the Option grant is made. Executives have had no input or role in establishing the date on which such grants are made. The Committee has not selected a grant date so as to provide an advantage to the Executive because of actual or anticipated public disclosures of material positive or negative information relating to the Company, or any other information that would be likely to affect the value of Options. The Committee grants Options to the Executives generally on the same date that Options are awarded to other employees of the Company. The Committee has adopted a policy under which Option grants under the annual programs established under the Long-Term Plan are to be made, whenever possible, after the expiration of any insider-trading blackout announced by the Company to its Executives. The Committee has not delegated any power to Company management to grant equity-based compensation to any Executive or any other employee of the Company; it has, however, adopted procedures under which the Committee chairman or his designee is authorized to approve, on behalf of the entire Committee, limited grants of equity-based compensation in order to facilitate the hiring of a new officer or in order to retain an “at risk” officer who is being recruited by a competitor for the Company’s talent. Such delegation is not applicable to any grant to any of the Executives.

Performance-Based Shares Granted to the Executives in 2010 that Vested in 2012

Grants of Performance-Based Shares were made to the Executives in 2010 under the UMB Long-Term Plan, and were scheduled to vest at the end of fiscal year 2012. The grants utilized a three-year (2010–2012) Company “core” earnings-per-share (“EPS”) target level of $7.03 (with an 80% “threshold” level of $5.62) as a performance standard. Performance at the threshold level was to result in vesting of 50% of the award, and performance at or above the target level would result in vesting of 100% of the award (and performance at a level below the threshold level to result to no award, with performance between the threshold and target levels to result in a pro-rata share of the award.) In constructing the 3-year performance standard established in 2010, the Committee had added together three separate annual EPS “targets” for the three constituent years (2010, 2011 and 2012). The 2010 EPS target was taken from the Board-approved Company budget for 2010, and the 2011 and 2012 EPS targets represented a 5.6% compounded growth rate (based on a previous growth rate) from the projected 2010 level. This approach was taken because the budgeted 2010 EPS was seen as an appropriate

goal for Company earnings (since it had been determined and approved by the Board as a part of its annual budget), and that compounding such 2010 EPS by 5.6% was seen as representing a challenging, but achievable, growth rate, taking into account the external challenges presented to the Company at that time by the economic issues and interest rate structure throughout the world.

The Committee had concluded that the Company’s ability to reach the target level would require substantial improvements in the financial and operational performance of the Company, and that accomplishing such improvements would be difficult for the Executives, given the difficulties experienced in the economy generally, as well as other external challenges that the Company would face in achieving its goals of increased profitability. In establishing the target level, the Committee took into account the lack of any “upside” reward for the Executives if performance exceeded the target EPS level, and the fact that threshold level of $5.62 was a “floor” below which none of the Executives’ Performance-Based Shares would vest.

In January 2013, the Committee reviewed the Company’s 2010–2012 financial results and certified that the Company had exceeded the target performance standard under the 2010 UMB Long-Term Program. In reaching such determination, it made adjustments to the GAAP EPS results for such three-year period, in order to reflect a “core” profitability that would not be artificially inflated or deflated by extraordinary items. The adjustments made by the Committee related to extraordinary gains or losses related to the Company’s sales of non-earning assets, sales of branches or other businesses, business acquisition costs and revenues, extraordinary charitable contributions, severance costs and certain litigation and settlement costs. All such adjustments were consistent with the adjustment methodology provided for in the 2010 UMB Long-Term Program. The Committee confirmed, on January 22, 2013, that the restrictions on the shares of Performance-Based Shares issued to the Executives under the 2010 UMB Long-Term Program had terminated.

Grants of Long-Term Awards under the UMB Long-Term Plan to all Executives in 2012

The Committee set the following percentage-of-salary target amounts for Long-Term Awards under the 2012 UMB Long-Term Program to the Executives for 2012, such levels being unchanged from those used in 2011:2016:

Other Executive-Compensation Policies and Practices

No Employment Agreements

The 100% level for Mr. KemperCompensation Committee generally disfavors executive employment agreements, and Mr. deSilva was used because of the importance of their leadership and criticality in implementing the Company’s multi-year plans. The lower level (70%) level selected for Mr. Hagedorn reflected the more focused impact that he was expectedno Section 16 Officer is a party to have on those plans, due to his specific scope of responsibility. The (50%) level selected for Mr. Zader was based on his principal responsibility for a unit of the Company that was deemed to be strategically important, and to be competitiveone with the level of short-term incentive compensation offered for comparable executives in the investment servicing industry generally. The 50% level chosen for Mr. Iseman was used in part because the Committee was at the same time considering the development and implantation of the Scout Long-Term Program (us.seeSee “Grants of Additional Long-Term Awards to Mr. Iseman”, below) which would provide a significant portion of the additional long-term compensation required to bring him up close to his total compensation target and to help assure his retention.

The target dollar amount of Long-Term Awards to the Executives under the 2012 UMB Long-Term Program was divided into three different equity awards: Performance-Based Shares, Service-Based Shares, and Options. The mix of these awards in 2012 was designed (i) to encourage retention of the Executives (through the use of Service-

Based Shares), (ii) to put a portion of the Executive’s compensation at risk and subject to achievement of specified performance objectives (through the use of Performance-Based Shares), and (iii) to motivate the Executives to perform in a manner designed to enable the price of the Company’s stock to increase (through the use of Options). The selection of the three types of awards and the mix used in 2012 was generally the same as was used in the Committee’s previous programs, and was determined by the Committee based generally on how the awards relate to the objectives and performance that the Long-Term Plan was designed to incent and reward, the circumstances of each individual Executive, and the mix of similar types of awards being offered generally by other financial institutions competing for the Executives’ talents. Among other things, the Committee received specific input on this issue from the Consultant, including its analysis of Peer Group Data and Industry Data.

The mix of awards for Mr. Iseman and Mr. Zader differed somewhat from that of the other three Executives (who are members of the Company’s Executive Committee, and who thus have a strong influence over Company-wide performance). The awards for Mr. Iseman and Mr. Zader were designed to provide a slightly higher “retention” incentive and to recognize the high level of performance-driven Short-Term Award that each was given; they thus included a higher portion of Service-Based Shares and lower portion of Performance-Based Shares.

The Long-Term Awards were made to all Executives on February 10, 2012, and their mix and initial values are reflected below: