Second Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated December 31, 2018, effective January 1, 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”).

WHEREAS, the Employer has previously entered into the Plan, which Plan has been most recently restated and amended in its entirety effective for the plan year commencing on January 1, 2007, and for all plan years thereafter; and

WHEREAS, the Employer has reserved the right to amend the Plan in whole or in part, and

WHEREAS, the Committee has been authorized and empowered by the Board of Directors of the Employer to adopt amendments or changes to the Plan which are designed to clarify a provision or provisions of the Plan or which are intended to maintain or bring the Plan into compliance with applicable Federal or state law, or which will not create or result in a significant increase in the cost to the Employer or any subsidiary thereof of maintaining or operating the Plan or have a material, substantive effect on the rights or obligations of the Employer or any subsidiary thereof with respect to the Plan; and

WHEREAS, the Committee, for and on behalf of the Employer and consistent with the power and authority granted to it, now desires to amend the Plan to provide for an increase in the formula that defines the percentage matching contribution available as a “safe harbor” matching contribution under the Plan and to require employees first hired after December 31, 2018 to wait until the January 1 or July 1 following the one-year anniversary of their hire date in order to receive an allocation of any “safe harbor” matching contribution under the Plan; and

WHEREAS, the Committee has determined that the increase in the “safe harbor” matching formula, when combined with the delay in allocating a “safe harbor” matching contribution to the accounts of employees first hired after December 31, 2018, will not create or result in a significant increase in the cost to the Employer or any subsidiary thereof of maintaining or operating the Plan;

NOW THEREFORE, in consideration of the foregoing premises, the Committee, for and on behalf of the Employer, adopts the following amendments to the Plan (amended language is marked in bold italics):

1.Article 2 is amended to add a new Section 2.7A, to read as follows:

2.The first paragraph of Section 5.6, including the table therein, is amended to read as follows:

5.6.    Safe Harbor Employer Matching Contributions: For each Plan Year the Employer may contribute to the Plan an amount, determined without regard to Net Profits, which will be sufficient to credit the Employer Matching Contribution Account of each Participant who is a Non-Highly Compensated Employee and who satisfies the requirements of Section 6.4, with amounts that satisfy the Employer's Matching Contribution percentage as determined by the Employer on a discretionary basis for the Plan Year. In no event however, shall the Employer Matching Contribution for any Participant who is a Non-Highly Compensated Employee in a Plan Year, when determined as a percentage of the Participant's Compensation for the Plan Year, ever be less than the percentage amounts shown in the following table:

Participant's Elective         Percentage of Employer

Deferral percentage:        Matching Contribution:

0%                    0.0%

1%                    1.0%

2%                    2.0%

3%                    3.0%

4%                     3.5%

5%                    4.0%    

    

    

(b)    Matching Contributions made pursuant to Section 5.6, if any, shall be allocated on each Annual Valuation Date (or if the Employer makes Matching Contributions on a calendar quarter or other periodic basis, then on an estimated basis on the last day of each calendar quarter or other period) to each Participant's Account who satisfies the requirements of Section 6.4(a), and for a Participant whose Employment Commencement Date is on or after January 1, 2019, Section 6.4(b). The amount shall equal the Employer Matching Contribution percentage determined by the Employer for the Plan Year, but in no event less than the percentage required under Section 5.6. Except as provided in the last sentence of this subsection, the Employer Matching Contribution shall be allocated according to the total Elective Deferrals (and effective June 1, 2007, the aggregate of the Participant’s pre-tax Elective Deferrals and Roth Elective Deferrals) and the total Compensation of the Participant for the Plan Year without regard to when during the Plan Year the Participant’s Elective Deferral or the Employer’s Matching Contribution is made. For a Participant whose Employment Commencement Date is on or after January 1, 2019, the Employer Matching Contribution for the Plan Year that contains the Participant’s Applicable Date shall be computed and allocated by taking into account only the aggregate of the pre-tax Elective Deferrals and Roth Elective Deferrals made and the total Compensation received by the Participant for that portion of the Plan Year that is from and after the Applicable Date.

    

6.4.    Eligibility for Allocation of Employer Matching and Non-Elective Contributions: The eligibility of Participants to receive allocations of Employer Matching and Non-Elective Contributions for each Plan Year shall be determined in the following manner:

(d)    If an Employee becomes a Participant in the Plan prior to the first anniversary of his Employment Commencement Date, he shall not receive an allocation of Employer Non-Elective Contributions prior to the Applicable Date. From and after the Applicable Date the Participant shall be entitled to an allocation of Employer Non-Elective Contributions for the Plan Year in an amount determined pursuant to subsection (c) above, and provided the Participant also satisfies the Hours of Service and employment requirements of subsection (c) above.

3.    This Second Amendment shall be effective January 1, 2019, and for all Plan Years commencing on and after that date. In all other respects, the Plan is ratified and approved.

IN WITNESS WHEREOF, the Zions Bancorporation, N.A. Benefits Committee by its authorized representative has caused this Second Amendment to the Plan to be duly executed as of the date and year first above written.