Exhibit



EXHIBIT 10.2



SEVENTH AMENDMENT TO TRUST AGREEMENT BETWEEN
FIDELITY MANAGEMENT TRUST COMPANY AND
ZIONS BANCORPORATION
    


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”);


WITNESSETH:
 
WHEREAS, the Trustee and the Sponsor heretofore entered into a Master Trust Agreement dated September 1, 2006 (the “Agreement”), with regard to the Zions Bancorporation Restated Deferred Compensation Plan, the Zions Bancorporation Restated Deferred Compensation Plan for Directors, and the Restated Amegy Bancorporation, Inc. Non-Employees Directors Deferred Fee Plan (collectively and individually, the “Plan”); and


WHEREAS, the Sponsor has informed the Trustee that effective September 30, 2018, “Zions Bancorporation” has merged into its subsidiary, ZB, N.A., creating “Zions Bancorporation, N.A.”, and all references thereto should be changed accordingly; and


WHEREAS, the Trustee and the Sponsor now desire to amend the Agreement as provided for in Section 14 thereof;


NOW THEREFORE, in consideration of the above premises, the Trustee and the Sponsor hereby amend the Agreement by:


		
	(1)
	Replacing all references to “Zions Bancorporation” with “Zions Bancorporation, N.A.”.




		
	(2)
	Replacing all references to “Zions Bancorporation Restated Deferred Compensation Plan” with “Zions Bancorporation, N.A. Restated Deferred Compensation Plan”, and replacing all references to “Zions Bancorporation Restated Deferred Compensation Plan for Directors” with “Zions Bancorporation, N.A. Restated Deferred Compensation Plan for Directors”.




		
	(3)
	Replacing all references to “Zions Bancorporation Deferred Compensation Plans Master Trust” with “Zions Bancorporation, N.A. Deferred Compensation Plans Master Trust”.




		
	(4)
	Restating Section 1(y), “Plan”, in its entirety, as follows:




(y)    “Plan”
        
“Plan” shall mean, collectively and individually, the Zions Bancorporation, N.A. Restated Deferred Compensation Plan, the Zions Bancorporation, N.A. Restated Deferred Compensation Plan for Directors, and the Restated Amegy Bancorporation, Inc. Non-Employees Directors Deferred Fee Plan.












		
	(5)
	Restating Section 1(dd), “Sponsor”, in its entirety, as follows:




(dd)    “Sponsor”
        
"Sponsor" shall mean Zions Bancorporation, N.A., a Utah corporation, or any successor to all or substantially all of its businesses which, by agreement, operation of law or otherwise, assumes the responsibility of the Sponsor under this Agreement.


		
	(6)
	Restating Section 1(ee), “Trust”, in its entirety, as follows:




(ee)    “Trust”
        
"Trust" shall mean the Zions Bancorporation, N.A. Deferred Compensation Plans Master Trust, being the trust established by the Sponsor and the Trustee pursuant to the provisions of this Agreement.


IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Seventh Amendment to be executed by their duly authorized officers effective as of the day and year first above written.  By signing below, the undersigned represent that they are authorized to execute this document on behalf of the respective parties. Notwithstanding any contradictory provision of the agreement that this document amends, each party may rely without duty of inquiry on the foregoing representation.


		
	ZIONS BANCORPORATION, N.A.
	FIDELITY MANAGEMENT TRUST COMPANY 








By: /s/ Diana M. Andersen_________  10/15/18     By: /s/ Bob Salerno ___________________10/15/18 
      Authorized Signatory                              Date        FMTC Authorized Signatory                        Date


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