0001193125-07-044275 Sample Contracts

FORM OF AGREEMENT] ZIONS BANCORPORATION CHANGE IN CONTROL AGREEMENT SENIOR EXECUTIVES
Change in Control Agreement • March 1st, 2007 • Zions Bancorporation /Ut/ • National commercial banks • Utah

Zions Bancorporation (the “Company”) considers it essential to the best interests of its shareholders to foster the continuous employment of key management personnel. In connection with this, the Company’s Board of Directors (the “Board”) recognizes that, as is the case with many publicly held corporations, the possibility of a change in control of the Company may exist and that the uncertainty and questions that it may raise among management could result in the departure or distraction of management personnel to the detriment of the Company and its shareholders.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2007 • Zions Bancorporation /Ut/ • National commercial banks • Texas

AGREEMENT, dated as of the 5th day of July, 2005, between Independence Merger Company, Inc. a Texas corporation (the “Company”) and Paul B. Murphy (the “Employee”).

MASTER TRUST AGREEMENT Between
Master Trust Agreement • March 1st, 2007 • Zions Bancorporation /Ut/ • National commercial banks • Massachusetts

TRUST AGREEMENT, dated as of the first day of September, 2006, between ZIONS BANCORPORATION, a Utah corporation, having an office at One Main Street, Salt Lake City, Utah 84111 (the “Sponsor”), and FIDELITY MANAGEMENT TRUST COMPANY, a Massachusetts trust company, having an office at 82 Devonshire Street, Boston, Massachusetts 02109 (the “Trustee”).

AMENDMENT TO THE TRUST AGREEMENT Establishing the ZIONS BANCORPORATION DEFERRED COMPENSATION PLANS TRUST
Trust Agreement • March 1st, 2007 • Zions Bancorporation /Ut/ • National commercial banks

WHEREAS, the Zions Bancorporation Deferred Compensation Plans Trust (hereinafter called the “Trust”) was established by and between Zions Bancorporation (hereinafter called the “Employer”), and Prudential Bank & Trust, FSB, a federal savings bank with its principal office and place of business in the City of Hartford, Connecticut; in connection with and as part of the Zions Bancorporation Deferred Compensation Plans (hereinafter called the “Plan”); and

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