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EXHIBIT 10.10
TRUST AGREEMENT
establishing
the
ZIONS BANCORPORATION DEFERRED
COMPENSATION PLAN
TRUST
by and between
ZIONS
BANCORPORATION
and
CIGNA BANK & TRUST
COMPANY, FSB
TABLE OF CONTENTS
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PAGE |
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Section 1
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Establishment of Trust |
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1 |
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Section 2
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Payments
to Plan Participants and Their Beneficiaries |
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2 |
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Section 3
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Trustee
Responsibility Regarding Payments to Trust Beneficiary When Company
is Insolvent |
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3 |
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Section 4
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Payments
to Company |
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4 |
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Section 5
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Investment Authority |
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4 |
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Section 6
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Disposition of Income |
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4 |
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Section 7
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Accounting by Trustee |
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4 |
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Section 8
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Responsibility of Trustee |
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5 |
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Section 9
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Compensation and Expenses of Trustee |
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6 |
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Section 10
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Resignation and Removal of Trustee |
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6 |
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Section 11
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Appointment of Successor |
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7 |
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Section 12
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Amendment
or Termination |
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7 |
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Section 13
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Miscellaneous |
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7 |
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Section 14
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Effective
Date |
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8 |
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(a)
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This Agreement made this
1 st day of October, 2002, by and between Zions
Bancorporation (the “Company”) and CIGNA
Bank & Trust Company, FSB, a federal savings bank with its
principal office and place of business in Hartford, Connecticut
(the “Trustee”);
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(b) |
WHEREAS, Company has adopted the Zions Bancorporation Deferred
Compensation Plan (the “Plan”); |
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(c) |
WHEREAS, Company has incurred or expects to incur liability
under the terms of such Plan with respect to the individuals
participating in such Plan; |
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(d) |
WHEREAS, the Company wishes to establish the Zions
Bancorporation Deferred Compensation Plan Trust (hereinafter called
“Trust”or “Trust Fund”) and to contribute
to the Trust assets that shall be held herein, subject to the
claims of Company’s creditors in the event of Company’s
insolvency, as herein defined, until paid to Plan participants and
their beneficiaries in such manner and at such times as specified
in the Plan; |
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(e) |
WHEREAS, it is the intention of the parties that this Trust
shall constitute an unfunded arrangement and shall not affect the
status of the Plan as an unfunded plan maintained for the purpose
of providing deferred compensation and/or benefits for a select
group of management or highly compensated employees for purposes of
Title I of the Employee Retirement Income Security Act of
1974; |
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(f) |
WHEREAS, it is the intention of Company to make contributions
to the Trust to provide itself with a source of funds to assist in
the meeting of its liabilities under the Plan. |
NOW, THEREFORE, the parties do hereby
establish the Trust and agree that the Trust shall be comprised,
held and disposed of as follows:
Section 1. Establishment of
Trust.
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(a) |
Company hereby deposits with Trustee in trust certain good and
valuable consideration, which shall become the principal of the
Trust to be held, administered and disposed of by Trustee as
provided in this Trust Agreement. |
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(b) |
The Trust hereby established shall be irrevocable. |
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(c) |
The Trust is intended to be a grantor trust, of which Company
is the grantor, within the meaning of subpart E, part I, subchapter
J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as
amended, and shall be construed accordingly. |
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(d) |
The principal of the Trust, and any earnings thereon shall be
held separate and apart from other funds of Company and shall be
used exclusively for the uses and purposes of Plan participants and
general creditors as herein set forth. Plan participants and their
beneficiaries shall have no preferred claim on, or any beneficial
ownership interest in, any assets of the Trust. Any rights created
under the Plan and this Trust Agreement shall be mere unsecured
contractual rights of Plan participants and their beneficiaries
against Company. Any assets held by the Trust will be subject to
the claims of Company’s general creditors under federal and
state law in the event of insolvency, as defined in
Section 3(a) herein. |
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(e) |
Company, in its sole discretion, may at any time, or from time
to time, make additional deposits of cash or other property in
trust with Trustee to augment the principal to be held,
administered and disposed of by Trustee as provided in this Trust
Agreement. Neither Trustee nor any Plan participant or beneficiary
shall have any right to compel such additional
deposits. |
Section 2. Payments to Plan
Participants and Their Beneficiaries.
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(a) |
Company shall deliver to Trustee a schedule (the “Payment
Schedule”) that indicates the amounts payable in respect of
each Plan participant (and his or her beneficiaries), that provides
a formula or other instructions acceptable to Trustee for
determining the amounts so payable, the form in which such amount
is to be paid (as provided for or available under the Plan), and
the time of commencement for payment of such amounts. Except as
otherwise provided herein, Trustee shall make payments to the Plan
participants and their beneficiaries in accordance with such
Payment Schedule. The Trustee shall make provisions for reporting
and withholding of any federal, state or local taxes that may be
required to be withheld with respect to the payment of benefits
pursuant to the terms of the Plan and shall pay amounts withheld to
the appropriate taxing authorities or determine that such amounts
have been reported, withheld and paid by Company. |
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(b) |
The entitlement of a Plan participant or his or her
beneficiaries to benefits under the Plan shall be determined by
Company or such party as it shall designate under the Plan, and any
claim for such benefits shall be considered and reviewed under the
procedures set out in the Plan. |
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(c) |
Company may
make payment of benefits directly to Plan participants or their
beneficiaries as they become due under the terms of the Plan.
Company shall notify Trustee of its decision to make payment of
benefits directly prior to the time amounts are payable to
participants or their beneficiaries. Trustee shall require Company
to provide reasonable written documentation that such payments have
been made directly to such participant or beneficiary. In addition,
if the principal
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of the Trust, and any
earnings thereon, are not sufficient to make payments of benefits
in accordance with the terms of the Plan, Company shall make the
balance of each such payment as it falls due. Trustee shall notify
Company where principal and earnings are not sufficient.
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Section 3. Trustee Responsibility
Regarding Payments to Trust Beneficiary When Company is
Insolvent.
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(a) |
Trustee shall cease payment of benefits to Plan participants
and their beneficiaries if the Company is insolvent. Company shall
be considered “insolvent” for purposes of this Trust
Agreement if (i) Company is unable to pay its debts as they
become due, (ii) Company is subject to a pending proceeding as
a debtor under the United States Bankruptcy Code, or
(iii) Company is determined to be insolvent. |
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(b) |
At all times during the continuance of this Trust, as provided
in Section l(d) hereof, the principal and income of the Trust shall
be subject to claims of general creditors of Company under federal
and state law as set forth below. |
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(1) |
The Board of Directors and the Chief Executive Officer of
Company shall have the duty to inform Trustee in writing of
Company’s insolvency. If a person claiming to be a creditor
of Company alleges in writing to Trustee that Comp |
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