Zions Bancorporation /Ut/ Sample Contracts

Zions Bancorporation, National Association /Ut/ – ZIONS BANCORPORATION, N.A. Press Release – Page 1 (July 22nd, 2019)

Harris H. Simmons, Chairman and CEO, commented, “Net earnings available to common shareholders was up only slightly from last year, reflecting relatively strong loan growth coupled with margin compression resulting from a challenging interest rate environment. Second quarter earnings per share of $0.99 increased 11% from the prior year period, largely the result of a share count that was 9% lower than last year.” Mr. Simmons continued, “Operating expenses continued to be well controlled, rising less than 1% from the prior year’s second quarter, and credit quality remained very clean with annualized net charge-offs totaling only 0.12% of average loans and leases, as economic conditions remain strong throughout the western United States.”

Zions Bancorporation, National Association /Ut/ – ZIONS BANCORPORATION, N.A. Press Release – Page 1 (April 22nd, 2019)

Harris H. Simmons, Chairman and CEO, commented, “First quarter results were fundamentally strong, with earnings per share of $1.04 as compared to $1.09 a year ago. However, the prior year’s first quarter included interest recoveries on several large loans equal to $0.04 per share and a negative provision for credit losses equal to $0.17 per share. Adjusted pre-provision net revenue per share increased 16%; at the same time, credit quality remained strong, with net charged-off loans, as a percentage of average loans and leases, of zero, compared to 0.05% a year ago. Average deposits increased 4% - with noninterest-bearing deposits declining less than 1% - and average loans and leases increased 5% over the prior year period. Economic conditions remain strong throughout the Bank’s market area and we are encouraged by the opportunities we’re seeing for continued healthy growth.”Mr. Simmons continued, “During the quarter we celebrated the successful completion of the second stage of our thr

Zions Bancorporation, National Association /Ut/ – SECOND AMENDED AND RESTATED BYLAWS OF ZIONS BANCORPORATION, NATIONAL ASSOCIATION (April 4th, 2019)
Zions Bancorporation, National Association /Ut/ – SUPPLEMENTAL INDENTURE Dated as of June 30, 2009 To the Subordinated Indenture, dated as of September 10, 2002, (February 26th, 2019)

SUPPLEMENTAL INDENTURE, dated as of June 30, 2009 (the “Supplemental Indenture”), between ZIONS BANCORPORATION, a corporation duly organized and existing under the laws of the State of Utah (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as successor trustee (the “Trustee”) under the Subordinated Indenture, dated as of September 10, 2002, between the Company and J.P. Morgan Trust Corporation, National Association (the “Indenture”).

Zions Bancorporation, National Association /Ut/ – TRUST AGREEMENT Between ZIONS BANCORPORATION And FIDELITY MANAGEMENT TRUST COMPANY ZIONS BANCORPORATION PAYSHELTER 401(K) AND EMPLOYEE STOCK OWNERSHIP PLAN TRUST Dated as of July 3, 2006 Fidelity Confidential (February 26th, 2019)

TRUST AGREEMENT, dated as of the third day of July, 2006, between the ZIONS BANCORPORATION, a Utah corporation, having an office at One South 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”).

Zions Bancorporation, National Association /Ut/ – SECOND AMENDMENT TO THE ZIONS BANCORPORATION, N.A. PENSION PLAN (December 31, 2013 Edition) (February 26th, 2019)

This Second Amendment to the Zions Bancorporation, N.A. Pension Plan is made and entered into this __31st day of December, 2018, by the Zions Bancorporation, N.A. Benefits Committee (“Committee”) on behalf of Zions Bancorporation, N.A., (“Employer”).

Zions Bancorporation, National Association /Ut/ – TRUST AGREEMENT establishing the ZIONS BANCORPORATION DEFERRED COMPENSATION PLAN TRUST by and between ZIONS BANCORPORATION and CIGNA BANK & TRUST COMPANY, FSB (February 26th, 2019)

This Agreement made this 1st day of October, 2002, by and between Zions Bancorporation (the “Company”) and CIGNA Bank & Trust Company, FSB, a federal savings bank with its principal office and place of business in Hartford, Connecticut (the “Trustee”);

Zions Bancorporation, National Association /Ut/ – FIFTH AMENDMENT TO TRUST AGREEMENT BETWEEN FIDELITY MANAGEMENT TRUST COMPANY AND ZIONS BANCORPORATION (February 26th, 2019)

THIS FIFTH AMENDMENT, dated and effective as of the twelfth day of September, 2013, and effective on that date unless otherwise stated herein, by and between Fidelity Management Trust Company (the “Trustee”) and Zions Bancorporation (the “Sponsor”);

Zions Bancorporation, National Association /Ut/ – [FORM OF AGREEMENT] (February 26th, 2019)

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.

Zions Bancorporation, National Association /Ut/ – MASTER TRUST AGREEMENT Between ZIONS BANCORPORATION And FIDELITY MANAGEMENT TRUST COMPANY ZIONS BANCORPORATION DEFERRED COMPENSATION PLANS MASTER TRUST Dated as of September 1, 2006 (February 26th, 2019)

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”).

Zions Bancorporation, National Association /Ut/ – SUPPLEMENTAL INDENTURE ZIONS BANCORPORATION SECOND SUPPLEMENTAL INDENTURE (February 26th, 2019)

SECOND SUPPLEMENTAL INDENTURE (“Supplemental Indenture”) dated as of November 5, 2013, between Zions Bancorporation, a corporation duly organized and existing under the laws of the State of Utah (the “Company”) and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”).

Zions Bancorporation, National Association /Ut/ – SECOND AMENDMENT TO (February 26th, 2019)

This Second Amendment to the Zions Bancorporation, N.A. Payshelter 401(k) and Employee Stock Ownership Plan (“Plan”), as restated and amended effective January 1, 2007, is made and entered into this ___31st____ day of December, 2018, by the Zions Bancorporation, N.A. Benefits Committee (“Committee”) on behalf of Zions Bancorporation, N.A. (“Employer”).

Zions Bancorporation, National Association /Ut/ – AMENDMENT TO THE TRUST AGREEMENT Establishing the ZIONS BANCORPORATION DEFERRED COMPENSATION PLANS TRUST (February 26th, 2019)

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

Zions Bancorporation, National Association /Ut/ – FIRST AMENDMENT TO THE (February 26th, 2019)

This First Amendment to the Zions Bancorporation Pension Plan, as restated Effective January 1, 2009, is made and entered into this ___29__ day of October, 2018, by Zions Bancorporation, N.A.

Zions Bancorporation, National Association /Ut/ – AMEGY BANCORPORATION, INC. FIFTH AMENDED AND RESTATED NON-EMPLOYEE DIRECTORS DEFERRED FEE PLAN (February 26th, 2019)
Zions Bancorporation, National Association /Ut/ – ZIONS BANCORPORATION FOURTH RESTATED DEFERRED COMPENSATION PLAN FOR DIRECTORS (Effective January 1, 2005) (February 26th, 2019)
Zions Bancorporation, National Association /Ut/ – THIRD RESTATED AND REVISED DEFERRED COMPENSATION PLAN Restated and Revised Effective as of January 1, 2005 (February 26th, 2019)
Zions Bancorporation, National Association /Ut/ – ZIONS BANCORPORATION, N.A. Press Release – Page 1 (January 22nd, 2019)

Harris H. Simmons, Chairman and CEO, commented, “We’re pleased with the Bank’s performance in the fourth quarter and for the full year 2018. Quarterly earnings per share doubled to $1.08, compared to $0.54 a year ago, while annual earnings per share increased 57% to $4.08 from $2.60. Although a reduction in the effective tax rate contributed significantly to the improved earnings, pre-tax pre-provision net revenues increased a strong 13% for the quarter even after excluding a $12 million one-time charitable expense a year ago, and the efficiency ratio improved to 57.8% from 61.6% in the year-ago quarter. Credit quality was exceptional, with net credit recoveries of $8 million and a 39% reduction in nonperforming assets from last year’s fourth quarter.” Mr. Simmons added, “We are especially pleased with both the solid loan growth and the continued strong performance of our deposit base. Despite four federal funds rate increases over the past year, average noninterest-bearing demand depo

Zions Bancorporation, National Association /Ut/ – THIRD AMENDMENT TO THE ZIONS BANCORPORATION PENSION PLAN (December 31, 2010 Edition) (November 7th, 2018)

This Third Amendment to the Zions Bancorporation Pension Plan is made and entered into this 30 day of October, 2017, by the Zions Bancorporation Benefits Committee (“Committee”) on behalf of Zions Bancorporation, hereinafter referred to as the “Employer.”

Zions Bancorporation, National Association /Ut/ – AMENDMENT NO. 1 TO WARRANT AGREEMENT (November 7th, 2018)

THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT, dated as of September 30, 2018 (this “Amendment”), by and between Zions Bancorporation, a Utah corporation (the “Company”), and ZB, National Association (formerly Zions First National Bank), a national banking association organized under the laws of the United States (the “Warrant Agent”). Defined terms used herein and not otherwise defined shall have the meanings given to them in the Warrant Agreement;

Zions Bancorporation, National Association /Ut/ – EIGHTH AMENDMENT TO TRUST AGREEMENT BETWEEN FIDELITY MANAGEMENT TRUST COMPANY AND ZIONS BANCORPORATION (November 7th, 2018)

THIS EIGHTH AMENDMENT, effective as of September 30, 2018, unless otherwise stated herein, by and between Fidelity Management Trust Company (the “Trustee”) and Zions Bancorporation, N.A. (the “Sponsor”);

Zions Bancorporation, National Association /Ut/ – SEVENTH AMENDMENT TO TRUST AGREEMENT BETWEEN FIDELITY MANAGEMENT TRUST COMPANY AND ZIONS BANCORPORATION (November 7th, 2018)

THIS SEVENTH AMENDMENT, effective as of September 30, 2018, unless otherwise stated herein, by and between Fidelity Management Trust Company (the “Trustee”) and Zions Bancorporation, N.A. (the “Sponsor”);

Zions Bancorporation, National Association /Ut/ – ZIONS BANCORPORATION, N.A. Press Release – Page 1 (October 22nd, 2018)

Harris H. Simmons, Chairman and CEO, commented, “We’re very pleased with our results for the third quarter with earnings per share up 44% from last year’s third quarter, and an increase of 17% over the results of the prior quarter. These results reflect consistent revenue growth, disciplined expense management and continued strong credit performance. We increased our dividend by 25% during the quarter in addition to repurchasing 3.5 million shares of our common stock. And we successfully completed the merger of our holding company into its subsidiary bank, resulting in the creation of a publicly traded national bank, Zions Bancorporation, N.A., as our top-level legal entity, simplifying our organization’s structure and the resulting regulatory framework.”

Zions Bancorporation, National Association /Ut/ – FOURTH SUPPLEMENTAL INDENTURE (October 2nd, 2018)

THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of September 30, 2018, is by and among The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States as successor trustee to J.P. Morgan Trust Corporation, National Association (herein, together with its successors in interest, the “Trustee”), ZB, National Association, a national banking association organized under the laws of the United States (the “Successor Company”) and Zions Bancorporation, a Utah Corporation (the “Company”), under the Indenture referred to below.

Zions Bancorporation, National Association /Ut/ – SECOND SUPPLEMENTAL INDENTURE (October 2nd, 2018)

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of September 30, 2018 (the “Second Supplemental Indenture”), is by and among The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States as successor trustee to J.P. Morgan Trust Corporation, National Association (herein, together with its successors in interest, the “Trustee”), ZB, National Association, a national banking association organized under the laws of the United States (the “Successor Company”) and Zions Bancorporation, a Utah Corporation (the “Company”), under the Indenture referred to below.

Zions Bancorporation, National Association /Ut/ – AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER OF ZIONS BANCORPORATION (October 2nd, 2018)

This Amended and Restated Agreement and Plan of Merger (this “Agreement”), dated as of July 10, 2018, is adopted and made by and between ZIONS BANCORPORATION, a Utah corporation (the “Company”), and ZB, NATIONAL ASSOCIATION, a banking association organized under the laws of the United States with its main office in Salt Lake City, Utah (“Bank”).

Zions Bancorporation, National Association /Ut/ – AMENDED AND RESTATED BYLAWS OF ZIONS BANCORPORATION, NATIONAL ASSOCIATION (October 2nd, 2018)
Zions Bancorporation, National Association /Ut/ – ARTICLES OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF ZB, NATIONAL ASSOCIATION (October 2nd, 2018)

IN WITNESS WHEREOF, ZB, National Association has caused this certificate to be signed by Thomas E. Laursen, on the 19th day of September, 2018 .

Zions Bancorporation /Ut/ – ZIONS BANCORPORATION PENSION PLAN (August 8th, 2018)
Zions Bancorporation /Ut/ – ZIONS BANCORPORATION PAYSHELTER 401(k) AND EMPLOYEE STOCK OWNERSHIP PLAN (August 8th, 2018)
Zions Bancorporation /Ut/ – Zions Bancorporation 2018 - 2020 Value Sharing Plan (August 8th, 2018)

Objective: The purpose of the 2018 – 2020 Zions Bancorporation Value Sharing Plan (the “Plan”) is to provide a three-year cash incentive plan for selected members of the senior management team and other key employees of Zions Bancorporation (the “Company”). It is designed to create long-term shareholder value by focusing the Participant’s attention on achieving superior results relative to financial objectives, credit quality and other important initiatives over a three-year period.

Zions Bancorporation /Ut/ – ZIONS BANCORPORATION Press Release – Page 1 (July 24th, 2018)

Harris H. Simmons, Chairman and CEO, commented, “Second quarter results reflect continued strong credit quality, tempered by modest linked-quarter loan growth. We experienced net recoveries this quarter and only three basis points of net loan losses as a percentage of total loans over the past twelve months. At the same time, competitive pressures in the market for commercial real estate loans led to additional runoff in that portfolio as we’ve exercised discipline with respect to pricing and terms, muting overall loan growth.” Mr. Simmons continued, “We’re encouraged by recent legislative and regulatory developments that should provide us with greater flexibility with respect to capital management, and we expect that we will be able to increase the pace of capital distribution in coming quarters. We’re also optimistic that, pending shareholder approval, we’ll be able to complete the planned merger of Zions Bancorporation into its subsidiary, ZB, N.A., by the end of the third quarter,

Zions Bancorporation /Ut/ – ZIONS BANCORPORATION Press Release – Page 1 (July 24th, 2018)

Harris H. Simmons, Chairman and CEO, commented, “Second quarter results reflect continued strong credit quality, tempered by modest linked-quarter loan growth. We experienced net recoveries this quarter and only three basis points of net loan losses as a percentage of total loans over the past twelve months. At the same time, competitive pressures in the market for commercial real estate loans led to additional runoff in that portfolio as we’ve exercised discipline with respect to pricing and terms, muting overall loan growth.” Mr. Simmons continued, “We’re encouraged by recent legislative and regulatory developments that should provide us with greater flexibility with respect to capital management, and we expect that we will be able to increase the pace of capital distribution in coming quarters. We’re also optimistic that, pending shareholder approval, we’ll be able to complete the planned merger of Zions Bancorporation into its subsidiary, ZB, N.A., by the end of the third quarter,

Zions Bancorporation /Ut/ – Forward-Looking Statements; Use of Non-GAAP Financial Measures Forward Looking Information This presentation includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Statements in this presentation that are based on other than historical information or that express Zions Bancorporation’s expectations regarding future events or determinations are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Forward- looking statements reflect, among other things, our current expect (May 14th, 2018)
Zions Bancorporation /Ut/ – ZIONS BANCORPORATION Press Release – Page 1 (April 23rd, 2018)

Harris H. Simmons, Chairman and CEO, commented, “Our first quarter results reflect continued strong positive operating leverage, with the result that adjusted pre-provision net revenue increased 19% over the first quarter of last year, even after excluding the positive impact of unusually large interest recoveries. Credit quality is also strong, as nonperforming assets have declined by a third over the past year, while net loans charged-off during the quarter were a modest 0.05%, annualized, of total loans and leases. Finally, tax reform reduced the effective tax rate to 23% from what has more typically been a rate in the mid-to-low 30% range. Business confidence and economic conditions across the western U.S. are strong, and we are optimistic about the year ahead.”