RESTRICTED STOCK AWARD AGREEMENT AND DESCRIPTION OF EMPLOYMENT ARRANGEMENT BETWEEN THE COMPANY AND PETER JDESILVA RESTRICTED STOCK AWARD AGREEMENT

EXHIBIT 10.1

RESTRICTED STOCK AWARD AGREEMENT AND DESCRIPTION OF EMPLOYMENT ARRANGEMENT BETWEEN THE COMPANY AND PETER J DESILVA

RESTRICTED STOCK AWARD AGREEMENT

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”).

WHEREAS, on January 20, 2004, the Grantee accepted a position as President and Chief Operating Officer of the Corporation, in accordance with the terms described on Exhibit A attached hereto (the “Employment Arrangement”); and

WHEREAS, among other things, the Employment Arrangement provides for a one-time grant of Restricted Stock (as described below); and

WHEREAS, the Grantee wishes to accept the Restricted Stock, subject to the terms and conditions hereinafter set forth.

NOW, THEREFORE, the parties hereto hereby agree as follows:

As provided above, no portion of the Restricted Stock shall be deemed vested prior to January 20, 2005.

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situations deemed by the Committee to be extraordinary, but are not intended to impose on the Committee or Corporation any duty to review any or all terminations. Any determinations made by the Committee hereunder shall be final and binding on all parties, and shall not be deemed a precedent with respect to any other situation.

Notwithstanding the foregoing provisions of this definition, a “Change in Control” shall in no event be deemed to have occurred with respect to the Corporation when any transaction contemplated by this definition is consummated by the Corporation indirectly, through one or more intermediaries, is an affiliate of the Corporation or a person or entity that controls, is controlled by, or is under common control with, the Corporation.

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received by the Corporation shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless received by the Corporation prior to the Grantee’s death, and in no event shall be effective as of a date prior to such receipt.

If no such Beneficiary designation is in effect at the time of the Grantee’s death, or if no designated Beneficiary survives the Grantee, or such designation conflicts with law, the payment of any award hereunder shall be made to the Grantee’s estate. If the Corporation is in doubt as to the right of any person to receive such award, the Corporation may retain such award, without liability or any interest thereon, until the rights thereon determined, or the Corporation may pay such award into any court of appropriate jurisdiction and such payment shall be a complete discharge of the liability of the Corporation therefore.

IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed by its duly authorized officer and the Grantee has executed this Agreement as of the day and year first above written.

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EXHIBIT A

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding reflects the terms of your employment by UMB Financial Corporation (“UMB”). The terms and conditions set forth below were discussed prior to your acceptance of employment with UMB on January 20, 2004, and we thought that it would be appropriate to reduce them to writing at this time to confirm our agreements.

1. Employment. UMB agrees to employ you as its President and Chief Operating Officer, and you agree to serve UMB in such capacity, subject to the terms and conditions hereinafter set forth, as well as the various policies and terms and conditions that apply to UMB officers or to all UMB employees generally. Your title and duties will be subject to change by the Board of Directors from time to time.

2. Term. You understand and agree that you will not be employed for any definite period of time and that your employment relationship may be terminated by UMB at any time and for any reason. As such, you agree that you will at all times be considered an “at will” employee, and that no statement, representation, promise or remark, whether in writing or oral, will be deemed to modify the “at will” relationship unless such modification is reduced to writing and signed by the Chairman of the UMB Board of Directors Salary and Stock Option Committee (“Salary Committee”) and the Chief Executive Officer of UMB.

3. Duties. You agree that you will serve UMB faithfully, diligently and to the best of your ability during your employment, and that you will devote your full-time efforts and attention to the business of UMB, excluding reasonable vacation and sick leave (“PTO”) in accordance with UMB policies. Your duties will be generally consistent with those of a president and chief operating officer of a financial institution such as UMB, as indicated by UMB’s Chief Executive Officer, or as specified from time to time by the Board.

4. Compensation & Incentive Plans. As compensation for services rendered by you to UMB, you will initially receive a base salary of Four Hundred Sixty Thousand Dollars ($460,000.00) per year (“Base Salary”) payable to you in bi-weekly installments during your employment, and subject to annual adjustments by the Salary Committee, in its sole discretion. If any “Change in Control” (as defined below) occurs during the first five years after your UMB employment commenced, and your employment by UMB (or its successor in interest, or the party(s) to whom a majority of UMB’s capital stock or UMB’s assets or liabilities are transferred) is terminated within one year following such Change of Control (other than as a result of your death or disability or resignation or an involuntary termination based on acts of dishonesty, violations of law,

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regulations, or any material policy of the Company (or its successor in interest, or the party(s) to whom a majority of UMB’s capital stock or UMB’s assets or liabilities are transferred), or your failure to devote substantially all of your time and efforts to carrying out your assigned duties or to perform in a reasonable manner all significant duties for which you are given responsibilities), then you will be entitled to receive as a severance payment, upon your execution of UMB’s standard form of release and separation agreement then in use (a copy of such form currently in use having been previously furnished to you) a cash payment equal to your annual base salary at the time such Change in Control occurred, minus your gross base salary applicable to the period of time between such Change in Control and such termination of your employment.

UMB also agrees to grant to you a one-time restricted stock award of 4,000 shares of Company common stock, vesting over a five year period at the rate of 800 shares at the end of each full year of your UMB service, subject to the terms and conditions set out on the form of Restricted Stock Award Agreement dated as of May 4, 2004, previously provided to you.

The Salary Committee is currently consulting with outside professionals as to whether one or more executive incentive plans should be implemented for upper-level UMB officers, in which you might participate. Such plans, if ultimately approved by the Salary Committee (and by Company shareholders, where required) may include, among other things, cash bonuses or equity compensation tied to Company and individual performance. Because you have already received the above restricted stock grant associated with the 2004 fiscal year, the Salary Committee would likely not consider you for any new equity compensation plan that might otherwise award restricted stock to you relating to your service during 2004, so as to avoid duplication.

UMB also agrees to provide to you a company car (or cash equivalent) and membership in the Carriage Club, on conditions comparable to those applicable to UMB’s Chief Executive Officer, taking into account your relative title and position. UMB will also provide to you, UMB’s highest level of executive relocation payments and support.

5. Other Terms. In accepting employment by the Company, you have agreed that during your employment, you will not improperly use or disclose any confidential information or trade secrets or violate any non-competition or other agreement with, any former employer or any other persons to whom you have an obligation of confidentiality or noncompetition. You have also agreed that you will not bring onto the premises of UMB any unpublished documents or any property belonging to any former employer or any person to whom you have an obligation of confidentiality, unless consented to in writing by that former employer or person. You have also agreed that you will use in the performance of your duties only information that is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by UMB. You also represented that you are not subject to any contractual provision restricting your ability to accept or perform your duties as an employee of UMB.

You understand that you have been selected for employment by UMB on the basis of your personal qualifications, experience and skills. Therefore, you agree that you cannot assign all or any portion of your performance. You agree that you, like all other UMB officers, are subject to the UMB’s Code of Ethics and Code of Conduct. Among other things, the Code of Conduct restricts the use of

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customer data and confidential and proprietary information, the solicitation of UMB customers and prospects after employment with UMB ends, and conflicts of interest.

For purposes of this Memorandum of Understanding, the term “Change in Control” means, the consummation of any of the following events:

(i) the sale of all or substantially all of the assets of UMB; or

(ii) a sale or transfer of substantially all of the UMB stock to, or merger or consolidation of UMB with, any other person or entity;

other than a sale or transfer or merger or consolidation which results in holders of the voting securities of UMB outstanding immediately prior thereto continuing to hold securities (either UMB securities that remain outstanding or securities of a surviving entity into which the UMB securities were converted, or of the entity to whom substantially all of UMB’s assets were sold) that represent at least fifty percent (50%) of the total voting power represented by the voting securities of UMB or such surviving entity or of the entity to whom substantially all of UMB’s assets were sold (as applicable), outstanding immediately after such sale or transfer or merger or consolidation.

Notwithstanding the foregoing provisions of this definition, a “Change in Control” shall in no event be deemed to have occurred with respect to UMB when any transaction contemplated by this definition is consummated by UMB with a person or entity that, immediately prior to the consummation of such transaction, directly or indirectly, through one or more intermediaries, is an affiliate of UMB or a person or entity that controls, is controlled by, or is under common control with, UMB.

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