0000039263-22-000032 Sample Contracts

CULLEN/FROST BANKERS, INC. PERFORMANCE STOCK UNIT AGREEMENT
Performance Stock Unit Agreement • July 28th, 2022 • Cullen/Frost Bankers, Inc. • National commercial banks • Texas

This Performance Stock Unit Agreement (hereinafter referred to as the “Agreement”) is made and entered into this [•] day of [•], [•] (the “Grant Date”) by and between Cullen/Frost Bankers, Inc. (hereinafter referred to as the “Company”) and [•] (hereinafter referred to as the “Participant”), pursuant to the Cullen/Frost Bankers, Inc. 2015 OMNIBUS INCENTIVE PLAN (hereinafter referred to as the “Plan”). All terms and provisions of the Plan are hereby incorporated into and shall govern the Agreement except where general provisions of the Plan are superseded by particular provisions of the Agreement. All capitalized terms used in the Agreement shall have the same meaning given the terms in the Plan.

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CULLEN/FROST BANKERS, INC. PERFORMANCE STOCK UNIT AGREEMENT
Performance Stock Unit Agreement • July 28th, 2022 • Cullen/Frost Bankers, Inc. • National commercial banks • Texas

This Performance Stock Unit Agreement (hereinafter referred to as the “Agreement”) is made and entered into this [•] day of [•], [•] (the “Grant Date”) by and between Cullen/Frost Bankers, Inc. (hereinafter referred to as the “Company”) and [•] (hereinafter referred to as the “Participant”), pursuant to the Cullen/Frost Bankers, Inc. 2015 OMNIBUS INCENTIVE PLAN (hereinafter referred to as the “Plan”). All terms and provisions of the Plan are hereby incorporated into and shall govern the Agreement except where general provisions of the Plan are superseded by particular provisions of the Agreement. All capitalized terms used in the Agreement shall have the same meaning given the terms in the Plan.

CULLEN/FROST BANKERS, INC. RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • July 28th, 2022 • Cullen/Frost Bankers, Inc. • National commercial banks • Texas

This Restricted Stock Unit Agreement (hereinafter referred to as the “Agreement”) is made and entered into this [•] day of [•], [•] (the “Grant Date”) by and between Cullen/Frost Bankers, Inc. (hereinafter referred to as the “Company”) and [•] (hereinafter referred to as the “Participant”), pursuant to the Cullen/Frost Bankers, Inc. 2015 OMNIBUS INCENTIVE PLAN (hereinafter referred to as the “Plan”). All terms and provisions of the Plan are hereby incorporated into and shall govern the Agreement except where general provisions of the Plan are superseded by particular provisions of the Agreement. All capitalized terms used in the Agreement shall have the same meaning given the terms in the Plan.

Cullen/Frost Bankers, Inc. Deferred Stock Unit Award Agreement
Stock Unit Award Agreement • July 28th, 2022 • Cullen/Frost Bankers, Inc. • National commercial banks • Texas

This Award Agreement sets forth the terms and conditions of an Award of Deferred Stock Units (“DSUs”) granted to you under the 2015 OMNIBUS INCENTIVE PLAN (the "Plan") as of [•].

NON-QUALIFIED STOCK OPTION AGREEMENT
Non-Qualified Stock Option • July 28th, 2022 • Cullen/Frost Bankers, Inc. • National commercial banks • Texas

Agreement made this [•] day of [•], [•] (“Grant Date”) between Cullen/Frost Bankers, Inc., a Texas corporation (the “Company”), and [•] (“Employee”). All capitalized terms used in the Agreement shall have the same meaning given the terms in the Plan (as defined below).

NON-QUALIFIED STOCK OPTION AGREEMENT
Qualified Stock Option • July 28th, 2022 • Cullen/Frost Bankers, Inc. • National commercial banks • Texas

To carry out the purposes of Cullen/Frost Bankers, Inc. 2005 OMNIBUS INCENTIVE PLAN (the “Plan”) by affording Employee the opportunity to purchase shares of the $.01 par value common stock of the Company (“Stock”), the Company and Employee hereby agree as follows:

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