BY AND AMONGStock Purchase Agreement • March 12th, 2003 • Umb Financial Corp • National commercial banks • Wisconsin
UMB FINANCIAL CORPORATION (a Missouri corporation) 3,900,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: September 10, 2013Underwriting Agreement • September 16th, 2013 • Umb Financial Corp • National commercial banks • New York
UMB Financial Corporation, a Missouri corporation (the “Company”) confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch is acting as the representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Common Stock, par value $1.00 per share, of the Company (the “Common Stock”), set forth in Schedule A hereto, being 3,900,000 shares of Common Stock in the aggregate, and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 585,000 additional shares of Common Stock. The afo
Exhibit 10.5 MODIFICATION AGREEMENT This Modification Agreement, dated as of June 26 2002, is entered into by and between UMB Financial Corporation, a Missouri corporation headquartered at 1010 Grand Boulevard, Kansas City, Missouri 64106 ("Buyer"),...Modification Agreement • March 12th, 2003 • Umb Financial Corp • National commercial banks
INDENTURE BETWEEN UMB FINANCIAL CORPORATION AND AS TRUSTEE DATED AS OF , 201 SENIOR DEBT SECURITIES (Issuable in Series)Indenture • April 9th, 2019 • Umb Financial Corp • National commercial banks • New York
INDENTURE, dated as of _______________, 20__ between UMB FINANCIAL CORPORATION, a Missouri corporation (the “Company”), having its principal office at 1010 Grand Boulevard, Kansas City, Missouri 64106, and _____________, as trustee, (the “Trustee”), the office of the Trustee at which at the date hereof its corporate trust business is principally administered being ______________.
Forward ConfirmationForward Confirmation • May 1st, 2024 • Umb Financial Corp • National commercial banks • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Bank of America, N.A. (“Dealer”) and UMB Financial Corporation (the “Counterparty”) on the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA 2002 Master Agreement specified below.
EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13G to which this Exhibit is...Joint Filing Agreement • February 13th, 2006 • Umb Financial Corp • National commercial banks
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of the Schedule 13G to which this Exhibit is attached with respect to the Common Stock Mediware Information Systems, Inc., and consent to this Joint Filing Agreement being included as an Exhibit to such filing. In evidence thereof the undersigned hereby execute this Agreement this 14th day of February, 2005.
INDENTURE BETWEEN UMB FINANCIAL CORPORATION AND AS TRUSTEE DATED AS OF _________________, 20__ SUBORDINATED DEBT SECURITIES (Issuable in Series)Indenture • August 17th, 2022 • Umb Financial Corp • National commercial banks • New York
INDENTURE, dated as of ____________, 20___ between UMB FINANCIAL CORPORATION, a Missouri corporation (the “Company”), having its principal office at 1010 Grand Boulevard, Kansas City, Missouri 64106, and __________, as trustee, (the “Trustee”), the office of the Trustee at which at the date hereof its corporate trust business is principally administered being ________________.
INDENTURE BETWEEN UMB FINANCIAL CORPORATION AND AS TRUSTEE DATED AS OF _________________, 201___ SUBORDINATED DEBT SECURITIES (Issuable in Series)Indenture • April 9th, 2019 • Umb Financial Corp • National commercial banks • New York
INDENTURE, dated as of ____________, 201___ between UMB FINANCIAL CORPORATION, a Missouri corporation (the “Company”), having its principal office at 1010 Grand Boulevard, Kansas City, Missouri 64106, and __________, as trustee, (the “Trustee”), the office of the Trustee at which at the date hereof its corporate trust business is principally administered being ________________.
DEPOSIT AGREEMENT among UMB FINANCIAL CORPORATION, as Issuer, COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., jointly as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of [•], 2025Deposit Agreement • July 2nd, 2024 • Umb Financial Corp • National commercial banks • Delaware
DEPOSIT AGREEMENT dated as of [•], 2025, among (i) UMB Financial Corporation, a corporation organized and existing under the laws of the State of Missouri, (ii) Computershare Inc., a Delaware corporation, and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company, jointly as Depositary and (iii) the Holders from time to time of the Receipts described herein.
UMB FINANCIAL CORPORATION (a Missouri corporation) 2,800,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 29th, 2024 • Umb Financial Corp • National commercial banks • New York
UMB Financial Corporation, a Missouri corporation (the “Company”), and BofA Securities, Inc. (in its capacity as seller of Borrowed Securities (as defined below), the “Forward Seller”), in connection with the letter agreement dated the date hereof (the “Initial Forward Sale Agreement”) between the Company and Bank of America, N.A. (in such capacity, the “Forward Purchaser”) relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in the Initial Forward Sale Agreement) of a number of shares of its common stock, $1.00 par value per share (the “Common Stock”), initially equal to the number of Borrowed Initial Securities (as defined below) sold by the Forward Seller pursuant to this Underwriting Agreement (this “Agreement”), confirm their respective agreements with each of the Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter
SUPPORT AGREEMENTSupport Agreement • April 29th, 2024 • Umb Financial Corp • National commercial banks • Delaware
This Support Agreement (this “Agreement”), dated as of April 28, 2024, is entered into by and between UMB Financial Corporation, a Missouri corporation (“UMB”), and the undersigned shareholder (the “Shareholder”) of Heartland Financial USA, Inc., a Delaware corporation (“HTLF”).
PERFORMANCE SHARE UNIT AWARD AGREEMENTPerformance Share Unit Award Agreement • July 29th, 2022 • Umb Financial Corp • National commercial banks • Missouri
Pursuant to this Performance Share Unit Award Agreement (this “Award Agreement”), and subject to the terms and conditions herein and in the UMB Financial Corporation Omnibus Incentive Compensation Plan (the “Plan”), UMB Financial Corporation (the “Company,” as defined in the Plan) grants an award (the “Award”) of performance share units (“PSUs”) under the Plan to the following identified Grantee with the following specified terms:
AGREEMENT AND PLAN OF MERGER by and amongMerger Agreement • April 29th, 2024 • Umb Financial Corp • National commercial banks • Missouri
This AGREEMENT AND PLAN OF MERGER, dated as of April 28, 2024 (this “Agreement”), is by and among Heartland Financial USA, Inc., a Delaware corporation (“HTLF”), UMB Financial Corporation, a Missouri corporation (“UMB”), and Blue Sky Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of UMB (“Merger Sub”).
AGREEMENT AND RELEASESettlement & Dispute Resolution • May 9th, 2007 • Umb Financial Corp • National commercial banks • Missouri
THIS AGREEMENT AND RELEASE (“Agreement”) is entered into by and between Vincent J. Ciavardini (“Employee”) and UMB Fund Services, Inc. (“UMB”). For purposes of this Agreement, UMB Financial Corporation and each of its subsidiaries is sometimes each individually referred to as a “UMB Entity”. This Agreement was given to Employee by UMB on January 11, 2007 and again on January 31, 2007. In consideration of the mutual promises and agreements set forth herein, the parties agree as follows:
UMB Relocation Assistance AgreementRelocation Assistance Agreement • July 26th, 2016 • Umb Financial Corp • National commercial banks • Missouri
This Relocation Assistance Agreement (the “Agreement”) is entered into on July 26, 2016 by and between UMB Bank, or (UMB Subsidiary) n.a. (“UMB”) and Ram Shankar (“Associate”). This Agreement provides for the payment of moving and relocation expenses of the Associate.
RETENTION BONUS AGREEMENTRetention Bonus Agreement • April 20th, 2017 • Umb Financial Corp • National commercial banks • Missouri
This RETENTION BONUS AGREEMENT (this “Agreement”) is made between Andrew J. Iseman and UMB Financial Corporation (for itself and its subsidiaries, collectively referred to as the “Company”). You are a key member of management of Scout Investments, Inc. (“Scout”), a subsidiary of the Company, and the Company has determined that additional incentive, beyond your regular cash compensation and benefits, should be provided to reinforce and encourage your continued dedication to your duties and sustained level of performance, without distraction in the event of a possible Transaction. For purposes of the foregoing, a “Transaction” shall mean the merger, consolidation or combination of Scout with a third party unaffiliated with Scout (a “Buyer”), as a result of which Scout is not the surviving entity; the sale of all or substantially all of the assets of Scout to a Buyer; or a sale of at least fifty percent (50%) of the outstanding equity interests of Scout to a Buyer.
RESTRICTED STOCK AWARD AGREEMENT AND DESCRIPTION OF EMPLOYMENT ARRANGEMENT BETWEEN THE COMPANY AND PETER J DESILVA RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 7th, 2004 • Umb Financial Corp • National commercial banks • Missouri
THIS AGREEMENT, dated as of May 4, 2004, is made by and between UMB FINANCIAL CORPORATION, a Missouri corporation (the “Corporation”), and Peter J. deSilva (the “Grantee”).
STOCK PURCHASE AGREEMENT among UMB FUND SERVICES, INC., a Wisconsin corporation, JEFFREY D. CLARK, BONNIE J. CLARK, MICHELLE JENSEN, CHAD J. ALLEN, JERRY A. WRIGHT, JILL L. CALTON, and, solely with respect to Section 10.2(c), UMB FINANCIAL...Stock Purchase Agreement • August 5th, 2009 • Umb Financial Corp • National commercial banks • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of May 7, 2009, by and among UMB Fund Services, Inc., a Wisconsin corporation (“Purchaser”), Jeffrey D. Clark, an individual resident of Utah, Bonnie J. Clark, an individual resident of Utah (collectively, the “Principal Shareholders”), Michelle Jensen, Chad J. Allen, Jerry A. Wright, Jill L. Calton (collectively, the “Managing Directors” and, together with the Principal Shareholders, the “Selling Shareholders”), Jeffrey D. Clark, in his capacity as Shareholders’ Representative, and, solely with respect to Section 10.2(c) of this Agreement, UMB Financial Corporation, a Missouri corporation (the “Parent” and, together with Purchaser, the “Purchaser Parties”).
UMB FINANCIAL CORPORATIONStock Option Award Agreement • August 2nd, 2016 • Umb Financial Corp • National commercial banks
UMB FINANCIAL CORPORATIONService-Based Restricted Stock Award Agreement • August 2nd, 2016 • Umb Financial Corp • National commercial banks
RESTRICTED SHARE UNIT AWARD AGREEMENTRestricted Share Unit Award Agreement • February 23rd, 2023 • Umb Financial Corp • National commercial banks • Missouri
Pursuant to this Restricted Share Unit Award Agreement (this “Award Agreement”), and subject to the terms and conditions herein and in the UMB Financial Corporation Omnibus Incentive Compensation Plan (the “Plan”), UMB Financial Corporation (the “Company,” as defined in the Plan) grants an award (the “Award”) of restricted share units under the Plan to the following identified Grantee with the following specified terms:
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • July 3rd, 2014 • Umb Financial Corp • National commercial banks
This Settlement Agreement and Release (this “Agreement”) is made as of June 30, 2014 (the “Effective Date”), by and among (i) Prairie Capital Management, LLC (formerly known as UMB Advisors, LLC and referred to here as “PCM”), (ii) UMB Merchant Banc, LLC (“UMB Merchant Banc”), (iii) UMB Financial Corporation (“UMBFC”), (iv) P-Cap Holdings LLC (formerly known as Prairie Capital Management LLC and referred to here as “P-Cap”), (v) P-Gen, LLC (formerly known as PCM LLC and referred to here as “P-Gen”), (vi) Brian N. Kaufman (“Mr. Kaufman”), (vii) Robyn R. Schneider (“Mr. Schneider”), (viii) Curtis A. Krizek (“Mr. Krizek”), (ix) George K. Baum Holdings, Inc. (“GKB Holdings”), and (x) the Plan Committee established under Exhibit B to the APA (as later defined) on behalf of itself and all Recipients as defined in Exhibit B to the APA (collectively, the “Plan Committee”). PCM, UMB Merchant Banc, and UMBFC are collectively referred to here as the “UMB Entities.” P-Cap, P-Gen, Mr. Kaufman, Mr.
STOCK PURCHASE AGREEMENT among UMB FINANCIAL CORPORATION, CARILLON TOWER ADVISERS, INC. and RAYMOND JAMES FINANCIAL, INC. (solely for purposes of Sections 5.03(a), 5.18, 9.02, 10.01, 10.07 and 10.13) Dated as of April 19, 2017Stock Purchase Agreement • April 20th, 2017 • Umb Financial Corp • National commercial banks • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of April 19, 2017, is entered into by and among: (i) UMB FINANCIAL CORPORATION, a Missouri corporation (the “Seller”); (ii) CARILLON TOWER ADVISERS, INC., a Florida corporation (the “Purchaser”); and (iii) solely for purposes of Sections 5.03(a), 5.18, 9.02, 10.01, 10.07 and 10.13, RAYMOND JAMES FINANCIAL, INC., a Delaware corporation and the direct parent of the Purchaser (“Raymond James”). Capitalized terms used, and not otherwise defined, herein shall have the meanings assigned to such terms in Article I.
UMB Financial Corporation Omnibus Incentive Compensation Plan PERFORMANCE SHARE UNIT AWARD AGREEMENTPerformance Share Unit Award Agreement • June 14th, 2018 • Umb Financial Corp • National commercial banks • Missouri
Pursuant to this Performance Share Unit Award Agreement (this “Award Agreement”), and subject to the terms and conditions herein and in the UMB Financial Corporation Omnibus Incentive Compensation Plan (the “Plan”), UMB Financial Corporation (the “Company,” as defined in the Plan) grants an award (the “Award”) of performance share units (“PSUs”) under the Plan to the following identified Grantee with the following specified terms:
AGREEMENT AND RELEASESettlement & Dispute Resolution • March 1st, 2019 • Umb Financial Corp • National commercial banks • Missouri
THIS AGREEMENT AND RELEASE (“Agreement”) is entered into by and between Michael Hagedorn (“Employee”) and UMB Bank, N.A. (“UMB”). For purposes of this Agreement, UMB, UMB’s parent, UMB Financial Corporation, and each of the latter’s subsidiaries, are sometimes referred to individually as a “UMB Entity” and collectively as the “UMB Entities”). This Agreement was given to Employee by UMB on October 2, 2018. In consideration of the mutual promises and agreements set forth herein, the parties agree as follows:
6.250% Fixed-to-Fixed Rate Subordinated Notes due 2032 UMB FINANCIAL CORPORATION, as Issuer, and COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION (as successor to Wells Fargo Bank, National Association), as Trustee, SECOND SUPPLEMENTAL INDENTURE...Second Supplemental Indenture • September 28th, 2022 • Umb Financial Corp • National commercial banks • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of September 28, 2022 (this “Supplemental Indenture”), between UMB Financial Corporation, a corporation duly organized and existing under the laws of the State of Missouri (the “Company”), and Computershare Trust Company, National Association (as successor to Wells Fargo Bank, National Association), as trustee (the “Trustee”), amending and supplementing the Indenture, dated as of September 17, 2020, between the Company and the Trustee, governing the issuance of subordinated debt securities (the “Base Indenture”). The Base Indenture, as amended and supplemented by this Supplemental Indenture, shall be referred to herein as the “Indenture.”
ASSET PURCHASE AGREEMENT by and among SCOUT INVESTMENT ADVISORS, INC. as “Purchaser” and REAMS ASSET MANAGEMENT COMPANY, LLC as “Seller” and MME INVESTMENTS, LLC, MARK M. EGAN, DAVID B. MCKINNEY, HILLTOP CAPITAL, LLC, THOMAS M. FINK, STEPHEN T....Asset Purchase Agreement • November 4th, 2010 • Umb Financial Corp • National commercial banks • Missouri
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of September , 2010, by and among SCOUT INVESTMENT ADVISORS, INC., a Missouri corporation (“Purchaser”), REAMS ASSET MANAGEMENT COMPANY, LLC, an Indiana limited liability company (“Seller”), MME INVESTMENTS, LLC, a Delaware limited liability company (“MME”), MARK M. EGAN (“Egan”), DAVID B. MCKINNEY (“McKinney”), HILLTOP CAPITAL, LLC, a Wisconsin limited liability company (“Hilltop”), THOMAS M. FINK (“Fink” and, collectively with MME, Egan, McKinney and Hilltop, the “Principal Members”), STEPHEN T. VINCENT (“Vincent”), TODD C. THOMPSON (“Thompson”), DEANNE B. OLSON (“Olson”), DANIEL P. SPURGEON (“Spurgeon” and, collectively with MME, Egan, McKinney, Hilltop, Fink, Vincent, Thompson and Olson, the “Members”), and solely with respect to Section 9.3 of this Agreement, UMB FINANCIAL CORPORATION, a Missouri corporation (“Parent”).
AGREEMENT AND RELEASEAgreement and Release • May 8th, 2008 • Umb Financial Corp • National commercial banks • Missouri
THIS AGREEMENT AND RELEASE (“Agreement”) is entered into by and between James C. Thompson, Jr. (“Employee”) and UMB Bank N.A. (“UMB”). For purposes of this Agreement, UMB, UMB Financial Corporation, and each of their respective subsidiaries, is sometimes each individually referred to as a “UMB Entity” and collectively as the “UMB Entities.” This Agreement was given to Employee by UMB on January 10, 2008. In consideration of the mutual promises and agreements set forth herein, the parties agree as follows:
UMB FINANCIAL CORPORATIONPerformance-Based Restricted Stock Award Agreement • August 2nd, 2016 • Umb Financial Corp • National commercial banks
AGREEMENT AND PLAN OF MERGER dated December 15, 2014 MARQUETTE FINANCIAL COMPANIES, THE SHAREHOLDERS LISTED ON SCHEDULE A, LAKES MERGER SUB LLC and UMB FINANCIAL CORPORATIONMerger Agreement • December 15th, 2014 • Umb Financial Corp • National commercial banks • New York
AGREEMENT AND PLAN OF MERGER, dated December 15, 2014 (this “Agreement”), among Marquette Financial Companies, a Minnesota corporation (the “Company”), the persons listed on Schedule A (each, a “Shareholder,” and together with the Company, “Sellers”), UMB Financial Corporation, a Missouri corporation (“Purchaser”), and Lakes Merger Sub LLC, a Missouri limited liability company and wholly-owned subsidiary of Purchaser (“Merger Sub”).
CONSULTING AGREEMENTConsulting Agreement • March 14th, 2005 • Umb Financial Corp • National commercial banks • Missouri
THIS CONSULTING AGREEMENT (“Agreement”) dated as of the 1st day of November, 2004, between UMB Financial Corporation, a Missouri corporation having its principal place of business in Kansas City, Missouri (“UMB”), and R. Crosby Kemper, Jr., an individual residing at 5049 Wornall, Kansas City, Missouri (“Consultant”).
3.700% Fixed-to-Fixed Rate Subordinated Notes due 2030 UMB FINANCIAL CORPORATION, as Issuer, and WELLS FARGO BANK NATIONAL ASSOCIATION, as Trustee, FIRST SUPPLEMENTAL INDENTURE Dated as of September 17, 2020First Supplemental Indenture • September 22nd, 2020 • Umb Financial Corp • National commercial banks • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of September 17, 2020 (this “Supplemental Indenture”), between UMB Financial Corporation, a corporation duly organized and existing under the laws of the State of Missouri (the “Company”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”), amending and supplementing the Indenture, dated as of September 17, 2020, between the Company and the Trustee, governing the issuance of subordinated debt securities (the “Base Indenture”). The Base Indenture, as amended and supplemented by this Supplemental Indenture, shall be referred to herein as the “Indenture.”
