FORM OF AGREEMENT]Change in Control Agreement • February 28th, 2013 • 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.
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 ConfidentialTrust Agreement • February 28th, 2013 • Zions Bancorporation /Ut/ • National commercial banks • Massachusetts
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”).
MASTER TRUST AGREEMENTMaster Trust Agreement • February 28th, 2013 • 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”).
TRUST AGREEMENTTrust Agreement • February 28th, 2013 • Zions Bancorporation /Ut/ • National commercial banks
PAGE Section 1 Establishment of Trust 1 Section 2 Payments to Plan Participants and Their Beneficiaries 2 Section 3 Trustee Responsibility Regarding Payments to Trust Beneficiary When Company is Insolvent 3 Section 4 Payments to Company 4 Section 5 Investment Authority 4 Section 6 Disposition of Income 4 Section 7 Accounting by Trustee 4 Section 8 Responsibility of Trustee 5 Section 9 Compensation and Expenses of Trustee 6 Section 10 Resignation and Removal of Trustee 6 Section 11 Appointment of Successor 7 Section 12 Amendment or Termination 7 Section 13 Miscellaneous 7 Section 14 Effective Date 8
AMENDMENT TO THE TRUST AGREEMENT Establishing the ZIONS BANCORPORATION DEFERRED COMPENSATION PLANS TRUSTTrust Agreement • February 28th, 2013 • 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
