AMEGY BANCORPORATION, INC.
FIFTH AMENDED AND RESTATED NON-EMPLOYEE DIRECTORS
DEFERRED FEE PLAN
1. Purpose. The purpose of the Plan is to provide Non-Employee Directors an opportunity to defer payment of all or a
portion of their Director’s Fees in accordance with the terms and conditions set forth herein.
2. Definitions. For the purposes of the Plan, the following capitalized words shall have the meanings set forth below:
“Advisory Director” means an advisory director of the Bank Board and any member of any advisory board of
directors or similar group or committee that may be constituted from time to time by the Board, the Bank Board, or
management of the Company or the Bank.
“Bank” means Amegy Bank N.A., a wholly-owned subsidiary of the Company.
“Bank Board” means the Board of Directors of the Bank.
“Board” means the Board of Directors of the Company.
“Code” means the Internal Revenue Code of 1986, as amended from time to time.
“Committee” means the Benefits Committee of the Company.
“Common Stock” means the common stock of the Company.
“Company” means Zions Bancorporation.
“Deferral Election Form” means the form which may be electronic or written as determined by the Committee, pursuant
to which a Non-Employee Director makes a deferral election under the Plan.
“Deferral Period” means each calendar year. The first Deferral Period under the Plan shall commence January 1, 2002.
If an individual becomes eligible to participate in the Plan after the commencement of a Deferral Period, the Deferral Period
for that individual shall be the remainder of such Deferral Period following his Election Date.
“Deferred Benefit” means an amount that will be paid on a deferred basis under the Plan.
“Deferred Compensation Account” means the bookkeeping account established for each Non-Employee Director for
purposes of measuring his or her Deferred Benefit and shall include subaccounts for Deferred Benefits that are to be paid
at different times and/or in a different manner.