This review highlights the material changes in the results of operations and changes in financial condition for the three-month period ended March 31, 2009. It should be read in conjunction with the accompanying condensed consolidated financial statements, notes to condensed consolidated financial statements and other financial statistics appearing elsewhere in this report. Results of operations for the periods included in this review are not necessarily indicative of results to be attained during any future period.

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

The information included or incorporated by reference in this report contains forward-looking statements of expected future developments within the meaning of and pursuant to the safe harbor provisions established by Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. These forward-looking statements may refer to financial condition, results of operations, plans, objectives, future financial performance and business of the Company, including, without limitation:

• Statements that are not historical in nature;

• Statements preceded by, followed by or that include the words "believes," "expects," "may," "should," "could," "anticipates," "estimates," "intends," or similar words or expressions;

Forward-looking statements are not guarantees of future performance or results. You are cautioned not to put undue reliance on any forward-looking statement which speaks only as of the date it was made. Forward-looking statements reflect management's expectations and are based on currently available data; however, they involve risks, uncertainties and assumptions. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors:

• General economic and political conditions, either nationally, internationally or in the Company's footprint, may be less favorable than expected;

• Legislative or regulatory changes;

• Changes in the interest rate environment;

• Changes in the securities markets impacting mutual fund performance and flows;

• Changes in operations;

• Changes in accounting rules;

• The ability to successfully and timely integrate acquisitions into existing charters;

• Competitive pressures among financial services companies may increase significantly;

• Changes in technology may be more difficult or expensive than anticipated;

• Changes in the ability of customers to repay loans;

• Changes in loan demand may adversely affect liquidity needs; and

• Changes in employee costs.

Any forward-looking statements should be read in conjunction with information about risks and uncertainties set forth in this report and in documents incorporated herein by reference. Forward-looking statements speak only as of the date they are made, and the Company does not intend to review or revise any particular forward-looking statement in light of events that occur thereafter or to reflect the occurrence of unanticipated events.

Overview

The Company focuses on the following five core strategies. Management believes these strategies will continue to improve net income and strengthen the balance sheet.

The first strategy is to grow the Company's fee-based businesses. Despite current economic pressures, the Company continues to emphasize its fee-based operations to help reduce the Company's exposure to changes in interest rates. During the first quarter of 2009, noninterest income decreased $16.1 million, or 18.9 percent, compared to the same period of 2008. The Company continues to emphasize its asset management, bankcard services, health care services, and payment and technology solutions businesses. In particular, during the first quarter of 2009, the decrease in noninterest income is attributable to lower trust and securities processing income and the impact of last year's Visa, Inc. transactions. Trust and securities processing income decreased $6.3 million, or 20.3 percent, for the three months ended March 31, 2009 compared to the same period in 2008. This decrease was primarily due to a $2.2 million, or 25.2 percent, decrease in fee income from UMB Scout Funds and a $3.5 million, or 29.2 percent, decrease in fund administration and custody services. In the first quarter of 2008, an $8.9 million pre-tax gain was recognized on the mandatory partial redemption of the Company's holdings of Class B shares of Visa, Inc. This redemption was part of the initial public offering of Visa, Inc. The Company also continues to focus on its wholesale health savings and flexible spending account strategy by servicing healthcare providers, third-party administrators and large employers.

The second strategy is a focus on net interest income through loan and deposit growth. During the first quarter of 2009, progress on this strategy was illustrated by an increase in net interest income of 16.8 percent from the previous year. Through the effects of increased volume and a low cost of funds in its balance sheet, the Company has increased net interest income in a declining rate environment. Average earning assets increased by $1.7 billion, or 21.7 percent, compared to the first quarter of 2008. This earning asset growth was attributable to an average securities growth, including trading securities, of $1.4 billion, or 42.8 percent, and an average loan growth of $333.3 million, or 8.2 percent. The average earning asset growth was funded with an increase in deposits of $1.3 billion, or 20.6 percent, since March 31, 2008. On a tax equivalent basis, net interest spread increased by 33 basis points, and net interest margin decreased by 11 basis points compared to the first quarter of 2008.

The third strategy is a focus on improving operating efficiencies. At March 31, 2009, the Company had 138 branches. Repositioning and increasing utilization of our regional distribution network remains a priority. The Company continues to emphasize increasing its primary retail customer base by providing a broad offering of services through our existing branch network. These efforts have resulted in the total deposits growth previously discussed. The Company's efficiency ratio for the quarter was 72 percent. The Company continues to evaluate its cost structure for opportunities to moderate expense growth without sacrificing growth initiatives. The Company also anticipates additional savings through technology solutions, such as remote deposit capture, which has already been rolled out to 30 branches thereby reducing or eliminating transportation costs for paper checks for those branches.

The fourth strategy is a focus on capital management. Specifically, the Company continues to invest in organic growth; analyze acquisition opportunities that make sense strategically, financially, operationally, and culturally; and focus on returning capital to shareholders. The Company repurchased 341,664 shares of common stock at an average price of $36.42 per share during the first quarter of 2009. The Company places a significant emphasis on the maintenance of a strong capital position, which management believes promotes investor confidence, provides access to funding sources under favorable terms, and enhances the Company's ability to capitalize on business growth and acquisition opportunities. At March 31, 2009, the Company had a total risk-based capital ratio of 14.87 percent, which is substantially higher than the 10 percent regulatory minimum to be considered well-capitalized.

The fifth strategy is to deliver the unparalleled customer experience. The Company delivers products and services through outstanding associates who are focused on a high-touch customer service model. The Company continues to hire key associates within the core segments that are focused on achieving our strategies through a high level of service.

Earnings Summary

The Company recorded consolidated net income of $22.6 million for the three-month period ended March 31, 2009, compared to $32.4 million for the same period a year earlier. This represents a 30.2 percent decrease over the three-month period ended March 31, 2008. Basic earnings per share for the first quarter of 2009 were $0.56 per share ($0.55 per share fully-diluted) compared to $0.79 per share ($0.78 per share fully-diluted) for the first quarter of 2008. Return on average assets and return on average common shareholders' equity for the three-month period ended March 31, 2009 were 0.89 and 9.23 percent, respectively, compared to 1.50 and 14.12 percent for the three-month period ended March 31, 2008. Within the recorded net income for the first quarter of 2008 is $8.3 million specific to the Company's member ownership in Visa, Inc. and the related transactions which are described in the noninterest income and noninterest expense sections below.

Net interest income for the three month period ended March 31, 2009 increased 16.8 percent compared to the same period in 2008. The Company has increased average earning assets and net interest income in a declining rate environment. For the three month period ended March 31, 2009, average earning assets increased by $1.7 million, or 21.7 percent, compared to the same period in 2008. Net interest margin, on a tax-equivalent basis, decreased to 3.39 percent or an 11 basis point decline for the three months ended March 31, 2009, compared to 3.50 percent for the same period in 2008.

The provision for loan losses increased by $3.0 million for the three month period ended March 31, 2009, compared to the same period in 2008. These changes are a direct result of applying the Company's methodology for computing the allowance for loan losses. With the increased provision, the allowance for loan losses as a percentage of total loans increased by 10 basis points to 1.25 percent as of March 31, 2009, compared to March 31, 2008. Management calculates a range in determining the appropriate level of allowance for loan losses. For a description of the Company's methodology for computing the allowance for loan losses, please see the summary discussion of the Allowance for Loan Losses within the Critical Accounting Policies and Estimates subsection of the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section on the Company's 2008 Annual Report on Form 10-K.

Noninterest income decreased by $16.1 million, or 18.9 percent, for the three-month period ended March 31, 2009, compared to the same period one year ago. For the three month period, the decreases are primarily due to decreases in trust and securities processing income and the impact from last year's Visa Inc. transactions. These decreases are discussed in greater detail below under Noninterest Income.

Noninterest expense increased by $7.4 million, or 7.5 percent, for the three-month period ended March 31, 2009, compared to the same period in 2008. For the three month period the increases were primarily due to increases in salaries and employee benefits, bankcard and the impact from last year's Visa Inc. transactions. These increases were offset by decreasing expenses in marketing and business development, and processing fees. These changes are discussed in greater detail below under Noninterest Expense.

Net Interest Income

Net interest income is a significant source of the Company's earnings and represents the amount by which interest income on earning assets exceeds the interest expense paid on liabilities. The volume of interest-earning assets and the related funding sources, the overall mix of these assets and liabilities, and the rates paid on each affect net interest income. For the three-month period ended March 31, 2009, net interest income increased $10.8 million, or 16.8 percent, compared to the same period in 2008.

Table 1 shows the impact of earning asset rate changes compared to changes in the cost of interest-bearing liabilities. The Company continues to experience a repricing of these earning assets and interest-bearing liabilities during the recent interest rate cycle. While the Company continues to see declining rates, it has been able to improve net interest spreads and net interest income. As illustrated on this table, net interest spread for the three months ended March 31, 2009 increased by 32 basis points and net interest margin decreased by 11 basis points compared to the same period in 2008. These results are primarily due to the interest-bearing liabilities repricing quicker than the earning assets, coupled with the contribution from noninterest-bearing demand deposits (free funds). For the impact of the contribution from free funds, see the Analysis of Net Interest Margin within Table 2 below. Table 2 also illustrates how the changes in volume and rates have resulted in an increase in net interest income.

Table 1

AVERAGE BALANCES/YIELDS AND RATES (tax-equivalent basis) (unaudited, dollars in thousands)

The following table presents, for the periods indicated, the average earning assets and resulting yields, as well as the average interest-bearing liabilities and resulting yields, expressed in both dollars and rates. All average balances are daily average balances. The average yield on earning assets without the tax equivalent basis adjustment would have been 3.85 percent for the three-month period ended March 31, 2009 and 5.33 percent for the same period in 2008.

                                                            Three Months Ended March 31,
                                                         2009                           2008
                                                                 Average                       Average
                                                 Average         Yield/         Average        Yield/
                                                 Balance          Rate          Balance         Rate
Assets
Loans, net of unearned interest                $  4,413,064         4.86 %    $ 4,079,731         6.38 %
Securities:
Taxable                                           3,685,760         3.20        2,394,220         4.61
Tax-exempt                                          853,703         5.18          766,409         5.21

Total securities                                  4,539,463         3.58        3,160,629         4.76
Federal funds and resell agreements                  86,452         0.61          505,669         3.25
Interest-bearing due from banks                     408,177         0.84               -            -
Trading                                              31,346         2.39           40,192         3.48

Total earning assets                              9,478,502         4.02        7,786,221         5.50
Allowance for loan losses                           (53,615 )                     (47,008 )
Other assets                                        821,415                       950,845

Total assets                                   $ 10,246,302                   $ 8,690,058


Liabilities and Shareholders' Equity
Interest-bearing deposits                      $  5,197,118         1.08 %    $ 4,344,963         2.59 %
Federal funds and repurchase agreements           1,659,010         0.16        1,446,142         2.86
Borrowed funds                                       52,219         3.03           49,325         4.14

Total interest-bearing liabilities                6,908,347         0.87        5,840,430         2.67
Noninterest-bearing demand deposits               2,248,865                     1,830,036
Other liabilities                                    96,252                        97,964
Shareholders' equity                                992,838                       921,628

Total liabilities and shareholders' equity     $ 10,246,302                   $ 8,690,058

Net interest spread                                                 3.15 %                        2.83 %
Net interest margin                                                 3.39                          3.50

Table 2 presents the dollar amount of change in net interest income and margin due to volume and rate. Table 2 also reflects the effect that interest-free funds have on net interest margin. Although interest free funds (total earning assets less interest-bearing liabilities) increased $624.4 million for the three-month period ended March 31, 2009 compared to the same period in 2008, the benefit from interest free funds declined by 43 basis points from the three months ended March 31, 2008.

Table 2

ANALYSIS OF CHANGES IN NET INTEREST INCOME AND MARGIN (unaudited, dollars in
thousands)

                   ANALYSIS OF CHANGES IN NET INTEREST INCOME



                                                        Three Months Ended March 31,
                                                                2009 and 2008
                                                     Volume         Rate          Total
Change in interest earned on:
Loans                                               $   3,873     $ (15,711 )   $ (11,838 )
Securities:
Taxable                                                10,079        (8,420 )       1,659
Tax-exempt                                                481           (75 )         406
Federal funds sold and resell agreements                 (635 )      (3,322 )      (3,957 )
Interest-bearing due from banks                           842            -            842
Trading                                                   (47 )         (97 )        (144 )

Interest income                                        14,593       (27,625 )     (13,032 )
Change in interest incurred on:
Interest-bearing deposits                               2,238       (16,365 )     (14,127 )
Federal funds purchased and repurchase agreements          84        (9,706 )      (9,622 )
Other borrowed funds                                       21          (139 )        (118 )

Interest expense                                        2,343       (26,210 )     (23,867 )

Net interest income                                 $  12,250     $  (1,415 )   $  10,835

                        ANALYSIS OF NET INTEREST MARGIN



                                                            Three Months Ended March 31,
                                                       2009             2008            Change
Average earning assets                              $ 9,478,502      $ 7,786,221      $ 1,692,281
Interest-bearing liabilities                          6,908,347        5,840,430        1,067,917

Interest-free funds                                 $ 2,570,155      $ 1,945,791      $   624,364


Free funds ratio (free funds to earning assets)           27.12 %          24.99 %           2.13 %

Tax-equivalent yield on earning assets                     4.02 %           5.50 %          (1.48 )%
Cost of interest-bearing liabilities                       0.87             2.67            (1.80 )

Net interest spread                                        3.15 %           2.83 %           0.32 %
Benefit of interest free funds                             0.24             0.67            (0.43 )

Net interest margin                                        3.39 %           3.50 %          (0.11 )%

Provision and Allowance for Loan Losses

The allowance for loan losses (ALL) represents management's judgment of the losses inherent in the Company's loan portfolio as of the balance sheet date. An analysis is performed quarterly to determine the appropriate balance of the ALL. This analysis considers items such as historical loss trends, a review of individual loans, migration analysis, current economic conditions, loan growth and characteristics, industry or segment concentration and other factors. This analysis is performed separately for each bank as regulatory agencies require that the adequacy of the ALL be maintained on a bank-by-bank basis. After the balance sheet analysis is performed for the ALL, the provision for loan losses is computed as the amount required to adjust the ALL to the appropriate level.

Based on the factors above, management of the Company expensed $6.0 million related to the provision for loan losses for the three month period ended March 31, 2009, compared to $3.0 million for the same period in 2008. As illustrated in Table 3 below, the ALL increased to 1.25 percent of total loans as of March 31, 2009, compared to 1.15 percent of total loans as of the same period in 2008.

Table 3 presents a summary of the Company's ALL for the three months ended March 31, 2009 and 2008 and for the year ended December 31, 2008. Net charge-offs were $4.3 million for the first three months of 2009, compared to $1.5 million for the same period in 2008. See "Credit Risk Management" under "Item 3. Quantitative and Qualitative Disclosures About Market Risk" in this report for information relating to nonaccrual loans, past due loans, restructured loans and other credit risk matters.

Table 3

ANALYSIS OF ALLOWANCE FOR LOAN LOSSES (unaudited, dollars in thousands)




                                                         Three Months Ended             Year Ended
                                                             March 31,                 December 31,
                                                       2009             2008               2008
Allowance-January 1                                 $    52,297      $    45,986      $       45,986
Provision for loan losses                                 6,000            3,000              17,850
Allowance of banks and loans acquired                        -                -                  216

Charge-offs:
Commercial                                               (1,594 )           (153 )            (4,281 )
Consumer:
Bankcard                                                 (2,879 )         (1,696 )            (8,092 )
Other                                                    (1,248 )         (1,081 )            (4,147 )
Real estate                                                (249 )             -                  (61 )

Total charge-offs                                        (5,970 )         (2,930 )           (16,581 )

Recoveries:
Commercial                                                  847              535               1,338
Consumer:
Bankcard                                                    357              288               1,253
Other                                                       474              588               2,220
Real estate                                                  -                14                  15

Total recoveries                                          1,678            1,425               4,826

Net charge-offs                                          (4,292 )         (1,505 )           (11,755 )

Allowance-end of period                                  54,005           47,481              52,297

Average loans, net of unearned interest             $ 4,381,822      $ 4,062,219      $    4,175,658
Loans at end of period, net of unearned interest      4,306,769        4,113,809           4,388,148
Allowance to loans at end of period                        1.25 %           1.15 %              1.19 %
Allowance as a multiple of net charge-offs                 3.10 x           7.84 x              4.45 x
Net charge-offs to:
Provision for loan losses                                 71.53 %          50.17 %             65.86 %
Average loans                                              0.40             0.15                0.28

Noninterest Income

A key objective of the Company is the growth of noninterest income to enhance profitability and provide steady income. Fee-based services are typically non-credit related and not generally affected by fluctuations in interest rates.

The Company's fee-based services provide the opportunity to offer multiple products and services, which management believes will more closely align the customer with the Company. The Company is currently emphasizing fee-based services including trust and securities processing, bankcard, brokerage and treasury management. Management believes it can offer these products and services both efficiently and profitably, as most share common platforms and support structures.

Table 4

SUMMARY OF NONINTEREST INCOME (unaudited, dollars in thousands)



                                                           Three Months Ended March 31,
                                                                           Dollar       Percent
                                                                           Change       Change
                                                      2009       2008       09-08        09-08
Trust and securities processing                     $ 24,899   $ 31,231   $  (6,332 )    (20.27 )%
Trading and investment banking                         4,861      5,514        (653 )    (11.84 )
Service charges on deposit accounts                   20,795     20,622         173        0.84
Insurance fees and commissions                         1,570      1,140         430       37.72
Brokerage fees                                         2,352      2,094         258       12.32
Bankcard fees                                         10,947     10,721         226        2.11

Gains on sales of securities available for sale,
net                                                       42        382        (340 )    (89.01 )
Gain on mandatory redemption of Visa, Inc. class
B common stock                                            -       8,875      (8,875 )   (100.00 )
Other                                                  3,443      4,410        (967 )    (21.93 )

Total noninterest income                            $ 68,909   $ 84,989   $ (16,080 )    (18.92 )%

Fee-based, or noninterest income (summarized in Table 4), decreased by $16.1 million, or 18.9 percent, during the three months ended March 31, 2009, compared to the same period in 2008. Table 4 above summarizes the components of noninterest income and the respective year-over-year comparison for each category.

Trust and securities processing consists of fees earned on personal and corporate trust accounts, custody of securities services, trust investments and money management services, and servicing of mutual fund assets. The decrease in these fees compared to the same period last year was primarily attributable to a $2.2 million, or 25.2 percent, decrease in fee income from UMB Scout Funds and a $3.5 million, or 29.2 percent, decrease in fund administration and custody services. Trust and securities processing fees are asset-based. As such, they are highly correlated to the change in market value of the assets. Thus, the related income for the remainder of the year will be affected by changes in the securities markets. Management continues to emphasize sales of services to both new and existing clients as well as increasing and improving the distribution channels which lead to increased inflows into the UMB Scout Funds.

In the first quarter of 2008, an $8.9 million pre-tax gain was recognized on the . . .