ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/ (Form: 8-K, Received: 10/02/2018 11:54:00)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

September 30, 2018

Date of Report (Date of earliest event reported)

ZIONS BANCORPORATION, NATIONAL ASSOCIATION

(Exact name of registrant as specified in its charter)




United States of America	000-12307	87-0189025
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

One South Main, 11th Floor, Salt Lake City, Utah 84133

(Address of principal executive offices) (Zip Code)

(801) 844-7637

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



£	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

As discussed below, effective September 30, 2018, Zions Bancorporation, National Association (formerly named ZB, National Association), a banking association organized under the laws of the United States (the “ Bank ”), became the successor issuer to Zions Bancorporation, a Utah corporation (the “ Predecessor ”).

This Current Report on Form 8-K is being filed for the purpose of establishing the Bank as the successor issuer of the Predecessor pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and to disclose information required to be disclosed on Form 8-K with respect to the Predecessor prior to the Effective Time (as defined below) and the Bank as of the Effective Time.


ITEM 2.01.	COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On September 30, 2018, the Predecessor completed its previously announced internal reorganization to streamline and simplify its corporate structure (the “ Restructuring ”) pursuant to which the Predecessor merged with and into the Bank, with the Bank continuing as a publicly-traded company. The Restructuring was consummated pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of July 10, 2018 (the “ Merger Agreement ”), by and between the Predecessor and the Bank. The Merger Agreement was approved by the holders of the Predecessor Common Stock (as defined below) at a special meeting held on September 14, 2018.

At the effective time of the Restructuring (the “ Effective Time ”), (i) the outstanding shares of the Predecessor’s common stock, without par value (the “ Predecessor Common Stock ”), Series A preferred stock, without par value, Series G preferred stock, without par value, Series H preferred stock, without par value, Series I preferred stock, without par value, and Series J preferred stock, without par value, were automatically cancelled and ceased to exist and were converted into an equal number of shares of the Bank’s common stock, par value $0.001 per share (the “ Bank Common Stock ”), Series A preferred stock, without par value Series G preferred stock, without par value, Series H preferred stock, without par value (collectively, the “ Bank Series A, G and H Preferred Stock ”), Series I preferred stock, without par value, and Series J preferred stock, without par value, respectively, and (ii) each of the Predecessor’s outstanding warrants to purchase Predecessor Common Stock was converted automatically into a warrant to purchase Bank Common Stock upon the same terms applicable to the Predecessor’s outstanding warrants immediately prior to the Restructuring.

In connection with the Restructuring, the Bank changed its name from “ZB, National Association” to “Zions Bancorporation, National Association.”

Upon consummation of the Restructuring, the Bank Common Stock, depositary shares representing shares of the Bank Series A, G and H Preferred Stock, the warrants to purchase Bank Common Stock and the 6.95% Fixed-to-Floating Rate Subordinated Notes due September 15, 2028 (the “ 2028 Notes ”) issued and outstanding under the Subordinated Notes Indenture (as defined below) were deemed to be registered under Section 12(b) of the Exchange Act, pursuant to Rule 12g-3(a) promulgated thereunder. For purposes of Rule 12g-3(a), the Bank is the successor issuer to the Predecessor.

As a banking association organized under the laws of the United States that is not a member of the Federal Reserve System, the Bank will continue to be subject to regulation and supervision by the Office of the Comptroller of the Currency (the “ OCC ”). The Predecessor, prior to the Effective Time, was subject to regulation and supervision by the Board of Governors of the Federal Reserve as a bank holding company.

The Bank Common Stock, as well as depositary shares representing shares of the Bank Series A, G and H Preferred Stock, the warrants to purchase Bank Common Stock and the 2028 Notes, are registered or deemed registered under the Exchange Act, which vests the OCC with the power to administer and enforce certain sections of the Exchange Act applicable to banks such as the Bank. The Bank will be required to file with the OCC annual, quarterly and current reports on Forms 10-K, 10-Q and 8-K required by Section 13 of the Exchange Act, proxy materials required by certain provisions of Section 14 of the Exchange Act and other business and financial information required by the Exchange Act. Additionally, the Bank’s executive officers and directors intend to file Section 16 forms in respect of

certain acquisitions and dispositions of Bank equity securities and will be subject to the prohibition on short-swing profits of Section 16 of the Exchange Act. The Bank intends to make such filings with the SEC as a “voluntary filer” following the Restructuring.

In connection with the Restructuring, as of the Effective Time, the Bank assumed all of the Predecessor’s rights and obligations under each of its equity incentive plans, equity compensation plans, and other compensation plans, including those in which its named executive officers may participate, and any subplans, appendices or addendums thereto (collectively, the “ Plans ”). Outstanding equity-based awards with respect to Predecessor Common Stock under the Plans were converted to equity-based awards with respect to Bank Common Stock. At the Effective Time, the Plans and award agreements governing the equity-based awards under the Plans, and any provision of any other compensatory plan, agreement or arrangement providing for the grant or issuance of shares of Predecessor Common Stock, were automatically deemed to be amended to the extent necessary or appropriate to provide that references to the Predecessor in such awards, documents and provisions will be read to refer to the Bank and references to shares of Predecessor Common Stock in such awards, documents and provisions will be read to refer to shares of Bank Common Stock.

The Second Amended and Restated Articles of Association and the Amended and Restated Bylaws of the Bank as of the Effective Time are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated by reference herein.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated by reference herein.


ITEM 2.03.	CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The Bank has entered into a second supplemental indenture, dated as of September 30, 2018 (the “ Second Supplemental Indenture ”), with the Predecessor and The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States (as successor in interest to J.P. Morgan Trust Corporation, National Association) (“ BNYM ”), as Trustee. By the terms of the Second Supplemental Indenture, the Bank assumed the due and punctual payment of the principal of (and premium, if any) and interest on all of the Predecessor’s 4.50% Senior Notes due June 13, 2023 and the performance or observance of every covenant of the indenture, dated as of September 10, 2002, as supplemented by the first supplemental indenture, dated as of April 21, 2014 on the part of the Predecessor to be performed or observed.

The Bank has entered into a fourth supplemental indenture, dated as of September 30, 2018 (the “ Fourth Supplemental Indenture ”), with the Predecessor and BNYM, as Trustee. By the terms of the Fourth Supplemental Indenture, the Bank assumed the due and punctual payment of the principal of (and premium, if any) and interest on all of the Predecessor’s 5.65% Fixed-to-Floating Rate Subordinated Notes due November 15, 2023 and 6.95% Fixed-to-Floating Rate Subordinated Notes due September 15, 2028 and the performance or observance of every covenant of the indenture, dated as of September 10, 2002, as supplemented by the First Supplemental Indenture, dated as of June 30, 2009, the Second Supplemental Indenture, dated as of November 5, 2013 and the Third Supplemental Indenture, dated as of April 21, 2014 (as so supplemented, the “ Subordinated Notes Indenture ”) on the part of the Predecessor to be performed or observed.

The foregoing descriptions of the Second Supplemental Indenture and the Fourth Supplemental Indenture set forth in this Item 2.03 are qualified in their entirety by reference to the full text of the Second Supplemental Indenture and the Fourth Supplemental Indenture, copies of which are attached hereto as Exhibits 4.1 and 4.2, respectively, and incorporated by reference herein.


ITEM 3.01.	NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING

In connection with the Restructuring, effective October 1, 2018, the Bank Common Stock will be deemed a continued listing of the Predecessor Common Stock on the NASDAQ Global Select Market (“ NASDAQ ”). The

Predecessor Common Stock traded on NASDAQ under the symbol “ZION” and, effective October 1, 2018, the Bank Common Stock will continue to trade on NASDAQ under the symbol “ZION”.


ITEM 3.02.	UNREGISTERED SALES OF EQUITY SECURITIES

The information set forth in Item 2.01 is incorporated by reference herein.

Pursuant to Section 3(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act ”), securities issued by the Bank, including the Bank Common Stock that was issued in connection with the Restructuring, are exempt from registration under the Securities Act.


ITEM 3.03.	MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS

The information set forth in Items 2.01 and 3.01 is incorporated by reference herein.


ITEM 5.01.	CHANGES IN CONTROL OF REGISTRANT

The information set forth in Item 2.01 is incorporated by reference herein.


ITEM 5.02.	DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Prior to the Restructuring, the Bank and the Predecessor had the same directors (except that Mr. Scott McLean remains a director of the Bank but was not a director of the Predecessor). The directors of the Bank (including Mr. McLean) will continue as directors of the Bank, and will continue to be entitled to the same compensation and equity-based and other incentive awards as they held immediately prior to the Restructuring as directors of the Predecessor and/or the Bank. Following consummation of the Restructuring, the executive officers of the Predecessor will continue to hold the same offices with the Bank as they held with the Predecessor prior to the Restructuring, and will continue to be entitled to the same compensation and equity-based and other incentive awards as they held immediately prior to the Restructuring.

The information set forth in Item 2.01 above relating to the Plans is incorporated by reference herein.


ITEM 8.01.	OTHER EVENTS

On October 1, 2018, the Bank issued a press release announcing the completion of the Restructuring. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.


ITEM 9.01.	FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits



Exhibit Number		Description

2.1		Amended and Restated Agreement and Plan of Merger, dated as of July 10, 2018, by and between Zions Bancorporation and ZB, National Association.
3.1		Second Amended and Restated Articles of Association of Zions Bancorporation, National Association.
3.2		Amended and Restated Bylaws of Zions Bancorporation, National Association.
4.1		Second Supplemental Indenture, dated as of September 30, 2018, by and among The Bank of New York Mellon Trust Company, N.A., as Trustee, ZB, National Association and Zions Bancorporation.
4.2		Fourth Supplemental Indenture, dated as of September 30, 2018, by and among The Bank of New York Mellon Trust Company, N.A., as Trustee, ZB, National Association and Zions Bancorporation.
99.1		Press Release, dated October 1, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



	Zions Bancorporation, National Association (as successor to Zions Bancorporation)

Date: October 2, 2018	By:	/s/ Thomas E Laursen
		Thomas E. Laursen Executive Vice President and General Counsel

Exhibit 2.1

AMENDED AND RESTATED

AGREEMENT AND PLAN OF MERGER

ZIONS BANCORPORATION

AND ZB, NATIONAL ASSOCIATION

This Amended and Restated Agreement and Plan of Merger (this “ Agreement ”), dated as of July 10, 2018, is adopted and made by and between ZIONS BANCORPORATION, a Utah corporation (the “ Company ”), and ZB, NATIONAL ASSOCIATION, a banking association organized under the laws of the United States with its main office in Salt Lake City, Utah (“ Bank ”).

WITNESSETH:

WHEREAS, the respective Boards of Directors of the Company and Bank have each adopted a resolution approving this Agreement, authorizing the execution hereof and recommending that this Agreement and the merger of the Company with and into the Bank (the “ Merger ”) contemplated hereby be submitted to the shareholders of the Company and Bank, respectively, for approval;

WHEREAS, it is intended that the Merger for federal tax purposes qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code;

WHEREAS, the Company and the Bank entered into an Agreement and Plan of Merger, dated as of April 5, 2018 (the “ Original Agreement ”); and

WHEREAS, the Company and the Bank desire to amend and restate the terms of the Original Agreement as set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and subject to the terms and conditions of this Agreement, the parties hereto agree as follows:

Article I

Merger

1.1 Merger . Subject to the terms and conditions of this Agreement, effective as of the Effective Time (as defined below), the Company shall be merged with and into Bank in accordance with Section 1101 et seq. of the Utah Revised Business Corporations Act (“ UBCA ”) with the effect provided in Section 1106 of the UBCA and the laws of the United States with the effect provided in 12 U.S.C. § 215a-3. At the Effective Time, the separate existence of the Company shall cease, and Bank, as the surviving entity (sometimes hereinafter referred to as the “ Surviving Entity ”), shall continue as a national bank association governed by the laws of the United States.

1.2 Effective Time . The Merger shall become effective, and the effective time shall occur, upon the date and time set forth in the articles of merger and in the letter issued by the Office of the Comptroller of the Currency certifying the effectiveness of the Merger (such date and time being herein referred to as the “ Effective Time ”).

ARTICLE II

Charter, Bylaws, Etc.

2.1 Articles of Association . At the Effective Time, the articles of association of Bank in effect immediately prior to the Effective Time shall be the articles of association of the Surviving Entity until thereafter amended in accordance with the applicable law.

2.2 Bylaws . At the Effective Time, the bylaws of Bank in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Entity until thereafter amended in accordance with applicable law.

2.3 Directors and Officers . At the Effective Time, the directors of Bank immediately prior to the Effective Time will continue as the directors of the Surviving Entity and the officers of Bank immediately prior to the Effective Time will continue as the officers of the Surviving Entity, in each case, until thereafter changed in accordance with the articles of association and bylaws of the Surviving Entity.

ARTICLE III

Conversion of Shares

3.1 Effect on Capital Stock . At the Effective Time, as a result of the Merger and without any action on the part of the holder of any shares of the capital stock of the Company, Bank or Surviving Entity:

(a) Outstanding Company Common Stock . Each share of common stock of the Company (“ Company Common Stock ”) issued and outstanding immediately prior to the Effective Time shall be canceled and converted into the right to receive one share of common stock of Bank (“ Bank Common Stock ”). Any fraction of a share of Company Common Stock shall be converted into the right to receive the same fraction of a share of Bank Common Stock.

(b) Outstanding Company Preferred Stock . Each share of:

(i) Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock of the Company (“ Company Series A ”) issued and outstanding immediately prior to the Effective Time shall be canceled and converted into the right to receive one share of Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock of Bank (“ Bank Series A ”);

(ii) Series G Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock of the Company (“ Company Series G ”) issued and outstanding immediately prior to the Effective Time shall be canceled and converted into the right to receive one share of Series G Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock of Bank (“ Bank Series G ”);

(iii) Series H Fixed-Rate Non-Cumulative Perpetual Preferred Stock of the Company (“ Company Series H ”) issued and outstanding immediately prior to the Effective Time shall be canceled and converted into the right to receive one share of Series H Fixed-Rate Non-Cumulative Perpetual Preferred Stock of Bank (“ Bank Series H ”);

(iv) Series I Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock of the Company (“ Company Series I ”) issued and outstanding immediately prior to the Effective Time shall be canceled and converted into the right to receive one share of Series I Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock of Bank (“ Bank Series I ”); and

(v) Series J Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock of the Company (“ Company Series J ” and together with Company Series A, Company Series G, Company Series H and Company Series I, the “ Company Preferred Stock ”) issued and outstanding immediately prior to the Effective Time shall be canceled and converted into the right to receive one share of Series J Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock of Bank (“ Bank Series J ” and together with Bank Series A, Bank Series G, Bank Series H and Bank Series I, the “ Bank Preferred Stock ”).

Any fraction of a share of Company Preferred Stock shall be converted into the right to receive the same fraction of a share of Bank Preferred Stock.

(c) Cancelation of Certificated Shares . Each holder of certificates which represent shares of Company Common Stock or Company Preferred Stock (collectively, “ Company Capital Stock ”) immediately prior to the Effective Time shall be entitled to receive new certificates evidencing an equivalent number of shares of Bank Common Stock or Bank Preferred Stock (collectively, “ Bank Capital Stock ”), as applicable, or an equivalent number of shares of Bank Capital Stock in book-entry form by complying with such reasonable and customary procedures as may be established by the Surviving Entity and/or its transfer agent to effectuate the intent and purposes.

(d) Effect on Bank Capital Stock . Each share of Bank Capital Stock issued and outstanding immediately prior to the Effective Time shall be automatically cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. The Bank Capital Stock issued in the Merger to the holders of Company Capital Stock immediately prior to the Merger shall be the only Bank Capital Stock outstanding as of the Effective Time.

3.2 Company Warrants . At the Effective Time, as a result of the Merger and without any action on the part of the holder thereof, each warrant to purchase Company Common Stock (“ Company Warrants ”) shall cease to represent a warrant to purchase Company Common Stock and shall be converted automatically into a warrant to purchase Bank Common Stock (“ Bank Warrants ”), and Bank will assume such Company Warrants subject to its terms.

3.3 Other Rights to Company Stock and Employee Benefit Plans .

(a) At the Effective Time, by operation of this Agreement and by reason of the Merger becoming effective, the Company shall assign to Bank, and Bank, as the Surviving Entity, shall assume and agree to perform, all obligations of the Company pursuant to (i) the Company Equity Incentive Plans, (ii) the Company Performance Incentive Plans, (iii) the Other Plans, (iv) the Equity Awards and (v) the Non-Equity Awards. Each Equity Award and Non-Equity Award so assumed by Bank under this Agreement will continue to have, and be subject to, the same terms and conditions as set forth in the applicable Company Equity Incentive Plans and Company Performance Incentive Plan, respectively, and any grant agreements thereunder in effect immediately prior to the Effective Time, including, without limitation, the performance goals, if any, as then in effect, vesting schedules (without acceleration thereof by virtue of the Merger or the transactions contemplated thereby) and per share exercise price, as applicable.

(b) At the Effective Time, (i) the Company Equity Incentive Plans, (ii) the Company Performance Incentive Plans, (iii) the Other Plans, (iv) the Equity Awards and (v) the Non-Equity Awards and any grant agreements thereunder shall each automatically be deemed to be amended as necessary to provide that references to the Company in such agreements shall be read to refer to Bank. The Company and Bank agree that they will, at or promptly following the Effective Time, execute, acknowledge and deliver any and all instruments, agreements or documents necessary or desirable to effect or memorialize the assignments and assumptions contemplated by this Section 3.3.

(i) “ Company Equity Incentive Plans ” means all equity incentive compensation plans of the Company and any of its predecessors that provide for the purchase, grant or issuance of Company Common Stock or awards convertible into or exchangeable for Company Common Stock, which are effective at the Effective Time, including the Zions Bancorporation 2015 Omnibus Incentive Plan.

(ii) “ Company Performance Incentive Plans ” means the Zions Bancorporation 2014-2016 Value Sharing Plans, Zions Bancorporation 2015-2017 Value Sharing Plans and the Zions Bancorporation 2016-2018 Value Sharing Plans, together with any similar plans established by the Company prior to the Effective Time.

(iii) “ Equity Awards ” means all time-based and performance-based options, restricted stock, restricted stock units, stock appreciation rights, phantom units and any other equity or equity-based awards issued under the Company Equity Incentive Plans, in any such case, which are outstanding at the Effective Time.

(iv) “ Non-Equity Awards ” means all performance based incentive awards issued under the Company Performance Incentive Plans, in any such case, which are payable in cash.

(v) “ Other Plans ” means all compensation, retirement, benefit, incentive or other similar plans, including tax-qualified and non-qualified retirement plans, health and welfare benefit plans, excess benefit plans, deferred compensation plans, cash balance plans for directors, officers or employees of the Company (other than Company Equity Incentive Plans and Company Performance Incentive Plans), and any employment, indemnification, separation and retirement, change in control or similar agreements.

ARTICLE IV

Effect of the Merger

4.1 Effect Under Utah Law . From and after the Effective Time, by virtue of the Merger (i) the separate existence of the Company shall cease; (ii) title to all real estate and other property owned by each of the Company and Bank shall be transferred to and vested in the Surviving Entity without reversion or impairment, with such transfer and vesting occurring by operation of law; (iii) all liabilities of each of the Company and Bank shall become the Surviving Entity’s liabilities; and (iv) any proceeding pending against the Company or Bank may be continued as if the Merger did not occur or the Surviving Entity may be substituted in the proceeding for the Company.

4.2 Effect Under United States Law . From and after the Effective Time, by virtue of the Merger, the corporate existence of the Company shall be merged into continued in the Surviving Entity, and the Surviving Entity shall be deemed to be the same corporation as Bank. All rights, franchises and interests of the Company and Bank in and to every type of property (real, personal, and mixed) and choses in action shall be transferred to and vested in the Surviving Entity by virtue of the Merger without any deed or other transfer. The Surviving Entity, upon the Merger and without any order or other action on the part of any court or otherwise, shall hold and enjoy all rights of property, franchises, and interests, including appointments, designations, and nominations, and all other rights and interests as trustee, executor, administrator, registrar of stocks and bonds, guardian of estates, assignee, and receiver, and in every other fiduciary capacity, in the same manner and to the same extent as such rights, franchises, and interests were held or enjoyed by the Company and Bank immediately at the Effective Time. The Surviving Entity shall be liable for all liabilities of the Company and Bank.

ARTICLE V

Conditions to the Merger

The respective obligations of each of the Company and Bank to consummate the Merger are subject to the fulfillment, or written waiver by the other party entitled to satisfaction thereof prior to the Effective Time, of each of the following conditions:

(a) This Agreement shall have been approved by holders of Company Common Stock constituting a majority of all votes entitled to be cast on such matter at a shareholder meeting duly called and held for such purpose and shall have been ratified and confirmed by the sole shareholder of Bank, in each case, in accordance with applicable law and the articles of incorporation and articles of association, respectively, and the bylaws of each such entity.

(b) The Bank shall have caused the shares of Bank Common Stock issued in the Merger and the Bank Warrants to be authorized for quotation on the NASDAQ Global Select Market (“ NASDAQ ”) and shares of Bank Series A, Bank Series G and Bank Series H issued in the Merger to be authorized for listing on the New York Stock Exchange (“ NYSE ”), subject to official notice of issuance.

(c) All approvals and authorizations of, filings and registrations with, and notifications to, all governmental authorities required for the consummation of the Merger shall have been obtained or made by the Company and Bank, and shall be in full force and effect and all waiting periods required by law shall have expired.

(d) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) that is in effect and prohibits consummation of the transactions contemplated by this Agreement.

(e) All third party consents and approvals required, or deemed by the Board of Directors of the Company advisable, to be obtained under any material note, bond, mortgage, deed of trust, security interest, indenture, law, regulation, lease, license, contract, agreement, plan, instrument or obligation to which the Company or any subsidiary or affiliate of the Company is a party, or by which the Company or any subsidiary or affiliate of the Company, or any property of the Company or any subsidiary or affiliate of the Company, may be bound, in connection with the Merger and the transactions contemplated thereby, shall have been obtained by the Company or its subsidiary or affiliate, as the case may be.

(f) The Board of Directors of the Company shall have received evidence in form and substance reasonably satisfactory to it that holders of Company Common Stock will not recognize gain or loss for United States federal income tax purposes as a result of the Merger.

(g) The Financial Stability Oversight Council shall have made a final determination that, following completion of the Merger, the Bank shall not be treated as a nonbank financial company supervised by the Board of Governors of the Federal Reserve under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

ARTICLE VI

Covenants

6.1 Meeting of Company Shareholders . The Company shall take, in accordance with applicable laws of the State of Utah and its articles of incorporation and bylaws, all action necessary to convene a meeting of holders of Company Common Stock (the “ Company Shareholders Meeting ”) as promptly as practicable to consider and vote upon the approval of this Agreement.

6.2 Proxy Statement . For the purpose of holding the Company Shareholders Meeting, the Company shall draft and prepare, and Bank shall cooperate in the preparation of, a proxy statement.

6.3 Notes . Upon the Effective Time, Bank shall expressly assume, by one or more indenture supplements, executed and delivered to the applicable trustee, in form satisfactory to such trustee, the due and punctual payment on each of the 6.95% Fixed-to-Floating Rate Subordinated Notes due September 15, 2028, the 5.65% Fixed-to-Floating Rate Subordinated Notes due November 15, 2023 and the 4.50% Senior Notes due June 13, 2023 (collectively, the “ Notes ”) issued pursuant to the applicable indentures and supplemental indentures and the performance or observance of every covenant of such indentures on the part of the Company to be performed or observed. In connection therewith, the Company and Bank shall execute and deliver any documents required to make such assumptions effective and shall provide any opinion of counsel to the trustee thereof if requested.

6.4 Stock Exchange Listing and Delisting . As soon as practicable after the Effective Time, the Surviving Entity shall use its commercially reasonable efforts to cause the shares of Bank Common Stock issued in the Merger and the Bank Warrants each to be approved for quotation on NASDAQ and use its commercially reasonable efforts to cause the shares of Bank Series A, Bank Series G and Bank Series H issued in the Merger each to be approved for listing on the NYSE, subject to official notice of issuance. The Company shall use commercially reasonable efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under applicable laws and rules and policies of the NYSE to enable the delisting by the Surviving Entity of the Company Preferred Stock from the NYSE and the deregistration of such securities under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). The Surviving Entity shall use its commercially reasonable efforts to cause the Company Common Stock and the Company Warrants to no longer be quoted on the NASDAQ and deregistered under the Exchange Act as soon as practicable following the Effective Time.

6.5 Other Actions . During the period from the date of this Agreement and continuing until the Effective Time, each of the parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.

6.6 Further Documents . If at any time the Surviving Entity shall consider or be advised that any further deeds, assignments, conveyances or assurances in law are necessary or desirable to vest, perfect or confirm of record in the Surviving Entity the title to any property or rights of the constituent entities, or otherwise to carry out the provisions hereof, the persons who were the proper officers and directors of the constituent entities immediately prior to the Effective Time (or their successors in office) shall execute and deliver any and all proper deeds, assignments, conveyances and assurances in law, and do all things necessary or desirable, to vest, perfect or confirm title to such property or rights in the Surviving Entity and otherwise to carry out the provisions hereof.

6.7 Tax Treatment . It is intended that for United States federal income tax purposes (i) the Merger will qualify as a “reorganization” within the meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) this Agreement will constitute a plan of reorganization within the meaning of Treasury Regulation Section 1.368-2(g). Neither the Company nor Bank will take any action inconsistent with the treatment of the Merger as a reorganization within the meaning of Section 368(a)(1) of the Code.

ARTICLE VII

Termination

7.1 Termination . This Agreement may be terminated at any time prior to the Effective Time by an instrument executed by each of the parties hereto.

ARTICLE VIII

Miscellaneous

8.1 Representations and Warranties . Each of the parties hereto represents and warrants that this Agreement has been duly authorized, executed and delivered by such party and constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with the terms hereof.

8.2 Entire Agreement . This Agreement (including the documents and instruments referred to herein and attached hereto) constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

8.3 Counterparts . This Agreement may be executed in counterparts (including by facsimile or other electronic means), each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

8.4 Severability . In the event that any one or more provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, by any court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement and the parties hereto shall use their reasonable efforts to substitute a valid, legal and enforceable provision which, insofar as practical, implements the purposes and intents of this Agreement.

8.5 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to choice of law principles, except to the extent that the federal laws of the United States shall be applicable hereto.

8.6 Assignment; Third-Party Beneficiaries . This Agreement shall not be assignable by operation of law or otherwise. Any purported assignment in contravention hereof shall be null and void. This Agreement (including the documents and instruments referred to in this Agreement) is not intended to and does not confer upon any person other than the parties hereto any rights or remedies under this Agreement.

8.7 Nonsurvival of Agreements . None of the agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Effective Time or termination of this Agreement as provided in Article VII.

8.8 Amendment . This Agreement may not be amended, except by an instrument in writing signed on behalf of each of the parties hereto.

[ Signature page to follow ]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on their behalf by their respective officers thereunto duly authorized as of the day and year first written above.



ZIONS BANCORPORATION


By:	/s/ Harris H. Simmons
	Name:	Harris H. Simmons
	Title:	Chairman and Chief Executive Officer



ZB, NATIONAL ASSOCIATION


By:	/s/ Paul E. Burdiss
	Name:	Paul E. Burdiss
	Title:	Executive Vice President and Chief Financial Officer

Exhibit 3.1

ARTICLES OF AMENDMENT TO THE
AMENDED AND RESTATED ARTICLES

OF ASSOCIATION OF
ZB, NATIONAL ASSOCIATION

Pursuant to 12 U.S.C. § 21a, ZB, National Association (the “ Association ”) hereby certifies as follows:

FIRST. The title of the Association is ZB, National Association.

SECOND. Article FIRST of the Amended and Restated Articles of the Association, dated December 31, 2015, as amended on January 1, 2016, (“ A&R Articles ”) is amended, such that the Article shall read as follows:

FIRST. The title of the Association is Zions Bancorporation, National Association.

THIRD. The A&R Articles of the Association are hereby amended and restated in their entirety, effective as of September 30, 2018, in the form attached hereto as Exhibit A , as adopted by the Board of Directors of the Association and approved by the sole shareholder of the Association in accordance with 12 U.S.C. § 21a.

[ Signature Page Follows ]

IN WITNESS WHEREOF, ZB, National Association has caused this certificate to be signed by Thomas E. Laursen, on the 19th day of September, 2018 .

/s/ Thomas E. Laursen

Name: Thomas E. Laursen

SECOND AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

ZIONS BANCORPORATION, NATIONAL ASSOCIATION

September 30, 2018

1. The title of the Association shall be Zions Bancorporation, National Association (the “ Association ”).

2. The main office of the Association shall be in Salt Lake City, County of Salt Lake, State of Utah, unless such location is changed in accordance with applicable law. The general business of the Association shall be conducted at its main office and its branches.

The Board of Directors shall have the power to change the location of the main office to any authorized branch within the limits of Salt Lake City, Utah without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of such Association entitled to vote on such matter for a relocation outside such limits and upon receipt of a certificate of approval from the Office of the Comptroller of the Currency (the “ OCC ”), to any other location within or outside the limits of Salt Lake City, Utah, but not more than 30 miles beyond such limits. The Board of Directors shall have the power to establish or change the location of any branch or branches of the Association to any other location permitted under applicable law, without approval of shareholders.

3. Authorized Shares . The aggregate number of shares of capital stock which the Association shall have authority to issue is 354,400,000, divided into two classes as follows:

(i) 350,000,000 shares of common stock, with a par value of $0.001 per share (“ Common Stock ”), which shares shall be entitled to one vote per share; and

(ii) 4,400,000 shares of preferred stock, without par value (“ Preferred Stock ”).

Except as granted by the board of directors of the Association (“ Board of Directors ”) in its discretion and approved by a vote of two-thirds of the Association’s outstanding voting shares, no holder of shares of any class of the Association shall have any preemptive or preferential right of subscription to any (i) shares of any class of the Association, whether now or hereafter authorized, (ii) obligations convertible into shares of the Association or (iii) any right of subscription to any shares of the Association or obligations convertible into shares of the Association.

The Board of Directors is expressly vested with the authority to (i) approve the issuance of shares of Common Stock and determine the timing, manner or terms of such issuance and (ii) approve the repurchase of any shares of Common Stock, determine the timing, manner or terms of any such repurchase or establish the methodology for determining any such timing, manner or terms, including by means of one or more share repurchase programs or plans, and determine whether any such repurchased shares shall be held by the Association as treasury shares or shall be retired and the consequences thereof.

The Board of Directors is expressly vested with the authority to determine, with respect to any class of Preferred Stock, the dividend rights (including rights as to cumulative, noncumulative or partially cumulative dividends) and preferences, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and the liquidation preferences of any such class of Preferred Stock. As to any series of Preferred Stock, the Board of Directors is authorized to determine the number of shares constituting such series, and to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of that series.

The Board of Directors is expressly vested with the authority to divide the above-described class of Preferred Stock into series and to fix and determine the variations in the relative rights and preferences of the shares of Preferred Stock of any series so established including, without limitation the following:

(i) the rate of dividend;

(ii) the price at and the terms and conditions on which shares may be redeemed;

(iii) the amount payable upon shares in event of involuntary liquidation;

(iv) the amount payable upon shares in event of voluntary liquidation;

(v) sinking fund provisions for the redemption or purchase of shares;

(vi) the terms and conditions on which shares may be converted, if the shares of any series are issued with the privilege of conversion; and

(vii) such other variations in the relative rights and preferences of such shares which at the time of the establishment of such series are not prohibited by law.

The Board of Directors is expressly vested with the authority to approve the repurchase or redemptions of shares of any class or series of Preferred Stock, and determine the timing, manner or terms of any such repurchase or redemption or establish the methodology for determining any such timing, manner or terms, including by means of one or more share repurchase programs or plans, and determine whether any such shares shall be held by the Association as treasury shares or shall be retired and the consequences thereof.

The Association, at any time and from time to time, may issue debt obligations, whether or not subordinated, without approval of the shareholders. Obligations classified as debt, whether or not subordinated, which may be issued by the Association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series.

4. Preferred Stock .

(a) Definitions . As used in this Article FOURTH:

“ Appropriate Federal Banking Agency ” means the “appropriate Federal banking agency” with respect to the Association as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.

“ Business Day ” means any day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in Salt Lake City, Utah or New York City generally are authorized or required by law or executive order to close.

“ DTC ” means The Depository Trust Company, together with its successors and assigns.

“ Junior Stock ” means (i) with respect to Series A Preferred Stock, the Association’s common stock and any other class or series of stock of the Association hereafter authorized and issued over which Series A Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding-up of the affairs of the Association, (ii) with respect to Series C Preferred Stock, the Association’s common stock and any other class or series of stock of the Association hereafter authorized and issued over which Series C Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Association, (iii) with respect to Series F Preferred Stock, the Association’s common stock and any other class or series of stock of the Association hereafter authorized and issued over which Series F Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Association, (iv) with respect to Series G Preferred Stock, the Association’s common stock and any other class or series of stock of the Association hereafter authorized and issued over which Series G Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Association, (v) with respect to Series H Preferred Stock, the Association’s common stock and any other class or series of stock of the Association hereafter authorized and issued over which Series H Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Association, (vi) with respect to Series I Preferred Stock, the Association’s common stock and any other class or series of stock of the Association hereafter authorized and issued over which Series I Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Association, and (vii) with respect to Series J Preferred Stock, the Association’s common stock and any other class or series of stock of the Association hereafter authorized and issued over which Series J Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of the Association.

“ London Business Day ” means any day in which dealings in U.S. dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market.

“ Nonpayment ” shall have the meaning set forth in Section (i)(B)9) hereof.

“ Parity Stock ” (i) with respect to Series A Preferred Stock, means Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and any other class or series of stock of the Association that ranks on par with Series A Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding-up of the affairs of the Association, (ii) with respect to Series C Preferred Stock, means Series A Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and any other class or series of stock of the Association that ranks on par with Series C Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding-up of the affairs of the Association, (iii) with respect to Series F Preferred Stock, means Series A Preferred Stock, Series C Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and any other class or series of stock of the Association that ranks on par with Series F Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding-up of the affairs of the Association, (iv) with respect to Series G Preferred Stock, means Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and any other class or series of stock of the Association that ranks on par with Series G Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding-up of the affairs of the Association, (v) with respect to Series H Preferred Stock, means Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and any other class or series of stock of the Association that ranks on par with Series H Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding-up of the affairs of the Association, (vi) with respect to Series I Preferred Stock, means Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series J Preferred Stock and any other class or series of stock of the Association that ranks on par with Series I Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding-up of the affairs of the Association, and (vii) with respect to Series J Preferred Stock, means Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock and any other class or series of stock of the Association that ranks on par with Series J Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding-up of the affairs of the Association.

“ Preferred Directors ” shall have the meaning set forth in Section (i)(B)9) hereof.

“ Representative Amount ” means, with respect to the determination of Three-Month LIBOR, an amount that, in the Series A Calculation Agent’s judgment, is representative of a single transaction in the relevant market at the relevant time.

“ Series A Calculation Agent ” means Zions Bancorporation, National Association or such other bank as may be acting as calculation agent for the Association with respect to Series A Preferred Stock.

“ Series A Depositary Company ” shall have the meaning set forth in Section (b)(iv)(D) hereof.

“ Series A Determination Date ” means, with respect to any Series A Dividend Period, the second London Business Day immediately preceding the first day of such Series A Dividend Period.

“ Series A Dividend Payment Date ” shall have the meaning set forth in Section (b)(iii)(A) hereof.

“ Series A Dividend Period ” shall have the meaning set forth in Section (b)(iii)(A) hereof.

“ Series A Preferred Stock ” shall have the meaning set forth in Section (b)(i) hereof.

“ Series C Depositary Company ” shall have the meaning set forth in Section (c)(iv)(D) hereof.

“ Series C Dividend Payment Date ” shall have the meaning set forth in Section (c)(iii)(A) hereof.

“ Series C Dividend Period ” shall have the meaning set forth in Section (c)(iii)(A) hereof.

“ Series C Preferred Stock ” shall have the meaning set forth in Section (c)(i) hereof.

“ Series F Depositary Company ” shall have the meaning set forth in Section (d)(iv)(D) hereof.

“ Series F Dividend Payment Date ” shall have the meaning set forth in Section (d)(iii)(A) hereof.

“ Series F Dividend Period ” shall have the meaning set forth in Section (d)(iii)(A) hereof.

“ Series F Preferred Stock ” shall have the meaning set forth in Section (d)(i) hereof.

“ Series F Redemption Date ” shall have the meaning set forth in Section (d)(iv)(A) hereof.

“ Series F Regulatory Capital Treatment Event ” means the good faith determination by the Association that, as a result of (i) any amendment to, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series F Preferred Stock; (ii) any proposed change in those laws or regulations that is announced after the initial issuance of any share of the Series F Preferred Stock; or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of any share of the Series F Preferred Stock, there is more than an insubstantial risk that the Association will not be entitled to treat the full liquidation value of the shares of the Series F Preferred Stock then outstanding as “Tier 1 Capital” (or its equivalent) for purposes of the capital adequacy guidelines of 12 CFR 3 (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency), as then in effect and applicable, for as long as any share of the Series F Preferred Stock is outstanding.

“ Series G Calculation Agent ” means Zions Bancorporation, National Association or such other bank as may be acting as calculation agent for the Association with respect to Series G Preferred Stock.

“ Series G Depositary Company ” shall have the meaning set forth in Section (e)(iv)(D) hereof.

“ Series G Determination Date ” means, with respect to any Series G Dividend Period, the second London Business Day immediately preceding the first day of such Series G Dividend Period.

“ Series G Dividend Payment Date ” shall have the meaning set forth in Section (e)(iii)(A) hereof.

“ Series G Dividend Period ” shall have the meaning set forth in Section (e)(iii)(A) hereof.

“ Series G Fixed Rate Period ” shall have the meaning set forth in Section (e)(iii)(A) hereof.

“ Series G Floating Rate Period ” shall have the meaning set forth in Section (e)(iii)(A) hereof.

“ Series G Preferred Stock ” shall have the meaning set forth in Section (e)(i) hereof.

“ Series G Redemption Date ” shall have the meaning set forth in Section (e)(iv)(A) hereof.

“ Series G Regulatory Capital Treatment Event ” means the good faith determination by the Association that, as a result of (i) any amendment to, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series G Preferred Stock; (ii) any proposed change in those laws or regulations that is announced after the initial issuance of any share of the Series G Preferred Stock; or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of any share of the Series G Preferred Stock, there is more than an insubstantial risk that the Association will not be entitled to treat the full liquidation value of the shares of the Series G Preferred Stock then outstanding as “Tier 1 Capital” (or its equivalent) for purposes of the capital adequacy guidelines of 12 CFR 3 (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency), as then in effect and applicable, for as long as any share of the Series G Preferred Stock is outstanding.

“ Series H Depositary Company ” shall have the meaning set forth in Section (f)(iv)(D) hereof.

“ Series H Dividend Payment Date ” shall have the meaning set forth in Section (f)(iii)(A) hereof.

“ Series H Dividend Period ” shall have the meaning set forth in Section (f)(iii)(A) hereof.

“ Series H Preferred Stock ” shall have the meaning set forth in Section (f)(i) hereof.

“ Series H Redemption Date ” shall have the meaning set forth in Section (f)(iv)(A) hereof.

“ Series H Regulatory Capital Treatment Event ” means the good faith determination by the Association that, as a result of (i) any amendment to, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series H Preferred Stock; (ii) any proposed change in those laws or regulations that is announced after the initial issuance of any share of the Series H Preferred Stock; or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of any share of the Series H Preferred Stock, there is more than an insubstantial risk that the Association will not be entitled to treat the full liquidation value of the shares of the Series H Preferred Stock then outstanding as “Tier 1 Capital” (or its equivalent) for purposes of the capital adequacy guidelines of 12 CFR 3 (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency), as then in effect and applicable, for as long as any share of the Series H Preferred Stock is outstanding.

“ Series I Calculation Agent ” means Zions Bancorporation, National Association or such other bank as may be acting as calculation agent for the Association with respect to Series I Preferred Stock.

“ Series I Depositary Company ” shall have the meaning set forth in Section (g)(iv)(D) hereof.

“ Series I Determination Date ” means, with respect to any Series I Dividend Period, the second London Business Day immediately preceding the first day of such Series I Dividend Period.

“ Series I Dividend Payment Date ” shall have the meaning set forth in Section (g)(iii)(A) hereof.

“ Series I Dividend Period ” shall have the meaning set forth in Section (g)(iii)(A) hereof.

“ Series I Fixed Rate Period ” shall have the meaning set forth in Section (g)(iii)(A) hereof.

“ Series I Floating Rate Period ” shall have the meaning set forth in Section (g)(iii)(A) hereof.

“ Series I Preferred Stock ” shall have the meaning set forth in Section (g)(i) hereof.

“ Series I Redemption Date ” shall have the meaning set forth in Section (g)(iv)(A) hereof.

“ Series I Regulatory Capital Treatment Event ” means the good faith determination by the Association that, as a result of (i) any amendment to, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series I Preferred Stock; (ii) any proposed change in those laws or regulations that is announced after the initial issuance of any share of the Series I Preferred Stock; or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of any share of the Series I Preferred Stock, there is more than an insubstantial risk that the Association will not be entitled to treat the full liquidation value of the shares of the Series I Preferred Stock then outstanding as “Tier 1 Capital” (or its equivalent) for purposes of the capital adequacy guidelines of 12 CFR 3 (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency), as then in effect and applicable, for as long as any share of the Series I Preferred Stock is outstanding.

“ Series J Calculation Agent ” means Zions Bancorporation, National Association or such other bank as may be acting as calculation agent for the Association with respect to Series J Preferred Stock.

“ Series J Depositary Company ” shall have the meaning set forth in Section (h)(iv)(D) hereof.

“ Series J Determination Date ” means, with respect to any Series J Dividend Period, the second London Business Day immediately preceding the first day of such Series J Dividend Period.

“ Series J Dividend Payment Date ” shall have the meaning set forth in Section (h)(iii)(A) hereof.

“ Series J Dividend Period ” shall have the meaning set forth in Section (h)(iii)(A) hereof.

“ Series J Fixed Rate Period ” shall have the meaning set forth in Section (h)(iii)(A) hereof.

“ Series J Floating Rate Period ” shall have the meaning set forth in Section (h)(iii)(A) hereof.

“ Series J Preferred Stock ” shall have the meaning set forth in Section (h)(i) hereof.

“ Series J Redemption Date ” shall have the meaning set forth in Section (h)(iv)(A) hereof.

“ Series J Regulatory Capital Treatment Event ” means the good faith determination by the Association that, as a result of (i) any amendment to, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series J Preferred Stock; (ii) any proposed change in those laws or regulations that is announced after the initial issuance of any share of the Series J Preferred Stock; or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations that is announced after the initial issuance of any share of the Series J Preferred Stock, there is more than an insubstantial risk that the Association will not be entitled to treat the full liquidation value of the shares of the Series J Preferred Stock then outstanding as “Tier 1 Capital” (or its equivalent) for purposes of the capital adequacy guidelines of 12 CFR 3 (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency), as then in effect and applicable, for as long as any share of the Series J Preferred Stock is outstanding.

“ Telerate Page 3750 ” means the display page so designated on the Moneyline Telerate Service (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying rates or prices comparable to the London Interbank Offered Rate for U.S. dollar deposits).

“ Three-Month LIBOR ” means:

(i) with respect to any Series A Dividend Period, the offered rate (expressed as a percentage per annum) for deposits in U.S. dollars for a three-month period commencing on the first day of such Series A Dividend Period that appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the Series A Determination Date. If such rate does not appear on Telerate Page 3750 or if Telerate Page 3750 is not available on the Series A Determination Date, Three-Month LIBOR will be determined on the basis of the rates at which deposits in U.S. dollars for a three-month period commencing on the first day of such Series A Dividend Period and in a Representative Amount are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Series A Calculation Agent, at approximately 11:00 a.m., London time, on the Series A Determination Date. The Series A Calculation Agent will request the principal London office of each of such banks to provide a quotation of such rate (expressed as a percentage per annum). If at least two such quotations are provided, Three-Month LIBOR with respect to such Series A Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of such quotations. If fewer than two such quotations are provided, Three-Month LIBOR with respect to such Series A Dividend Period will be determined on the basis of the rates quoted by three major banks in New York City selected by the Series A Calculation Agent, at approximately 11:00 a.m., New York City time, on the Series A Determination Date for loans in U.S. dollars in a Representative Amount to leading European banks for a three-month period commencing on the first day of such Series A Dividend Period. If at least two such quotations are provided, Three-Month LIBOR with respect to such Series A Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest .00001 of 1%) of such quotations. If fewer than two such quotations are provided, Three-Month LIBOR for such Series A Dividend Period will be the same as Three-Month LIBOR as determined for the immediately previous Series A Dividend Period, or in the case of the first Series A Dividend Period, the most recent rate that could have been determined in accordance with the first sentence of this paragraph had Series A Preferred Stock been outstanding. The Series A Calculation Agent’s determination of Three-Month LIBOR and calculation of the amount of dividends for each Series A Dividend Period will be on file at the principal offices of the Association, will be made available to any holder of Series A Preferred Stock upon request and will be final and binding in the absence of manifest error;

(ii) with respect to any Series G Dividend Period, the London interbank offered rate for deposits in U.S. dollars having an index maturity of three months in amounts of at least $1,000,000, as that rate appears on Reuters screen page “LIBOR01” at approximately 11:00 a.m., London time, on the Series G Determination Date. If no such rate appears on Reuters screen page “LIBOR01” on the Series G Determination Date at approximately 11:00 a.m., London time, then the Series G Calculation Agent, after consultation with the Association, will select four major banks in the London interbank market and will request each of their principal London offices to provide a quotation of the rate at which three-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime banks in the London interbank market, on that date and at that time, that is representative of single transactions at that time. If at least two quotations are provided, Three-Month LIBOR will be the arithmetic average (rounded upward if necessary to the nearest .00001 of 1%) of the quotations provided. If fewer than two quotations are provided, the Series G Calculation Agent, after consultation with the Association, will select three major banks in New York City and will request each of them to provide a quotation of the rate offered by it at approximately 11:00 a.m., New York City time, on the Series G Determination Date for loans in U.S. dollars to leading European banks having an index maturity of three months for the applicable Series G Dividend Period in an amount of at least $1,000,000 that is representative of single transactions at that time. If three quotations are provided, Three-Month LIBOR will be the arithmetic average (rounded upward, if necessary, to the nearest .00001 of 1%) of the quotations provided. If fewer than three quotations are provided, Three-Month LIBOR for the next Series G Dividend Period will be equal to Three-Month LIBOR in effect for the then-current Series G Dividend Period. Absent manifest error, the Series G Calculation Agent’s determination of Three-Month LIBOR for a Series G Dividend Period will be binding and conclusive, and the Series G Calculation Agent will notify the Association of each determination of Three-Month LIBOR and will make the dividend rate for a Series G Dividend Period available to any stockholder upon request;

(iii) with respect to any Series I Dividend Period, the London interbank offered rate for deposits in U.S. dollars having an index maturity of three months in amounts of at least $1,000,000, as that rate appears on Reuters screen page “LIBOR01” at approximately 11:00 a.m., London time, on the Series I Determination Date. If no such rate appears on Reuters screen page “LIBOR01” on the Series I Determination Date at approximately 11:00 a.m., London time, then the Series I Calculation Agent, after consultation with the Association, will select four major banks in the London interbank market and will request each of their principal London offices to provide a quotation of the rate at which three-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime banks in the London interbank market, on that date and at that time, that is representative of single transactions at that time. If at least two quotations are provided, Three-Month LIBOR will be the arithmetic average (rounded upward if necessary to the nearest .00001 of 1%) of the quotations provided. If fewer than two quotations are provided, the Series I Calculation Agent, after consultation with the Association, will select three major banks in New York City and will request each of them to provide a quotation of the rate offered by it at approximately 11:00 a.m., New York City time, on the Series I Determination Date for loans in U.S. dollars to leading European banks having an index maturity of three months for the applicable Series I Dividend Period in an amount of at least $1,000,000 that is representative of single transactions at that time. If three quotations are provided, Three-Month LIBOR will be the arithmetic average (rounded upward, if necessary, to the nearest .00001 of 1%) of the quotations provided. If fewer than three quotations are provided, Three-Month LIBOR for the next Series I Dividend Period will be equal to Three-Month LIBOR in effect for the then-current Series I Dividend Period. Absent manifest error, the Series I Calculation Agent’s determination of Three-Month LIBOR for a Series I Dividend Period will be binding and conclusive, and the Series I Calculation Agent will notify the Association of each determination of Three-Month LIBOR and will make the dividend rate for a Series I Dividend Period available to any stockholder upon request; and

(iv) with respect to any Series J Dividend Period, the London interbank offered rate for deposits in U.S. dollars having an index maturity of three months in amounts of at least $1,000,000, as that rate appears on Reuters screen page “LIBOR01” at approximately 11:00 a.m., London time, on the Series J Determination Date. If no such rate appears on Reuters screen page “LIBOR01” on the Series J Determination Date at approximately 11:00 a.m., London time, then the Series J Calculation Agent, after consultation with the Association, will select four major banks in the London interbank market and will request each of their principal London offices to provide a quotation of the rate at which three-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime banks in the London interbank market, on that date and at that time, that is representative of single transactions at that time. If at least two quotations are provided, Three-Month LIBOR will be the arithmetic average (rounded upward if necessary to the nearest .00001 of 1%) of the quotations provided. If fewer than two quotations are provided, the Series J Calculation Agent, after consultation with the Association, will select three major banks in New York City and will request each of them to provide a quotation of the rate offered by it at approximately 11:00 a.m., New York City time, on the Series J Determination Date for loans in U.S. dollars to leading European banks having an index maturity of three months for the applicable Series J Dividend Period in an amount of at least $1,000,000 that is representative of single transactions at that time. If three quotations are provided, Three-Month LIBOR will be the arithmetic average (rounded upward, if necessary, to the nearest .00001 of 1%) of the quotations provided. If fewer than three quotations are provided, Three-Month LIBOR for the next Series J Dividend Period will be equal to Three-Month LIBOR in effect for the then-current Series J Dividend Period. Absent manifest error, the Series J Calculation Agent’s determination of Three-Month LIBOR for a Series J Dividend Period will be binding and conclusive, and the Series J Calculation Agent will notify the Association of each determination of Three-Month LIBOR and will make the dividend rate for a Series J Dividend Period available to any stockholder upon request.

“ Voting Parity Stock ” (i) with respect to Series A Preferred Stock, means Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and each class or series of Preferred Stock that ranks on parity with Series A Preferred Stock as to payment of dividends and has voting rights similar to those described in Section (i)(B)9) (ii) with respect to Series C Preferred Stock, means Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and each class or series of Preferred Stock that ranks on parity with Series C Preferred Stock as to payment of dividends and has voting rights similar to those described in Section (i)(B)9), (iii) with respect to Series F Preferred Stock, means Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and each class or series of Preferred Stock that ranks on parity with Series F Preferred Stock as to payment of dividends and has voting rights similar to those described in Section (i)(B)9), (iv) with respect to Series G Preferred Stock, means Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and each class or series of Preferred Stock that ranks on parity with Series G Preferred Stock as to payment of dividends and has voting rights similar to those described in Section (i)(B)9), (v) with respect to Series H Preferred Stock, means Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and each class or series of Preferred Stock that ranks on parity with Series H Preferred Stock as to payment of dividends and has voting rights similar to those described in Section (i)(B)9), (vi) with respect to Series I Preferred Stock, means Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and each class or series of Preferred Stock that ranks on parity with Series I Preferred Stock as to payment of dividends and has voting rights similar to those described in Section (i)(B)9) and (vii) with respect to Series J Preferred Stock, means Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and each class or series of Preferred Stock that ranks on parity with Series J Preferred Stock as to payment of dividends and has voting rights similar to those described in Section (i)(B)9).

(b) Series A Preferred Stock .

(i) Designation of Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock . A series of Preferred Stock shall be hereby designated “ Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock ” (hereinafter referred to as “ Series A Preferred Stock ”). Each share of Series A Preferred Stock shall be identical in all respects to every other share of Series A Preferred Stock. Series A Preferred Stock will rank equally with Parity Stock, if any, and will rank senior to Junior Stock, in each case with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Association.

(ii) Number of Shares . The number of authorized shares of Series A Preferred Stock shall be 140,000. Such number may from time to time be increased (but not in excess of the then total number of authorized and undesignated shares of Preferred Stock) or decreased (but not below the number of shares of Series A Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors of the Association or any duly authorized committee of the Board of Directors of the Association and by the filing of Articles of Amendment pursuant to the provisions of the National Bank Act and its implementing regulations (as amended, the “ National Bank Act ”) stating that such increase or reduction, as the case may be, has been so authorized. The Association shall have the authority to issue fractional shares of Series A Preferred Stock.

(iii) Dividends .

(A) Rate . Holders of Series A Preferred Stock shall be entitled to receive, if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available for the payment of dividends under the laws of the United States, non-cumulative cash dividends on the liquidation preference of $1,000 per share of Series A Preferred Stock, and no more, payable quarterly in arrears on the 15th day of March, June, September and December of each year commencing March 15, 2007; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of such delay) (each such day on which dividends are payable, a “ Series A Dividend Payment Date ”). The period from and including any Series A Dividend Payment Date to but excluding the next Series A Dividend Payment Date is a “ Series A Dividend Period ”; provided, however, that the first Series A Dividend Period shall be the period from and including the date of original issuance of Series A Preferred Stock to but excluding the next Series A Dividend Payment Date; provided, further, that if additional shares of Series A Preferred Stock are issued subsequently, the first Series A Dividend Period with respect to such shares shall be (A) if the date of such subsequent issuance is a Series A Dividend Payment Date, the period from and including such Series A Dividend Payment Date to but excluding the next Series A Dividend Payment Date and (B) if the date of such subsequent issuance is not a Series A Dividend Payment Date, the period from and including the most recent Series A Dividend Payment Date preceding the date of such subsequent issuance to but excluding the next Series A Dividend Payment Date. Dividends on each share of Series A Preferred Stock will be payable, if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, on the liquidation preference of $1,000 per share at a rate per annum equal to the greater of (A) Three-Month LIBOR plus 0.520% or (B) 4.000%. The record date for payment of dividends on Series A Preferred Stock shall be the March 1, June 1, September 1 and December 1 immediately preceding the respective Series A Dividend Payment Date. The amount of dividends payable per share of Series A Preferred Stock on each Series A Dividend Payment Date shall be calculated by multiplying (A) the per annum rate described above in effect for the related Series A Dividend Period by (B) a fraction, the numerator of which shall be the actual number of days in such Series A Dividend Period and the denominator of which shall be 360, and by (C) $1,000. No interest will be payable in respect of any dividend payment on shares of Series A Preferred Stock that may be in arrears.

(B) Non-Cumulative Dividends . Dividends on shares of Series A Preferred Stock shall be non-cumulative. To the extent that any dividends payable on the shares of Series A Preferred Stock on any Series A Dividend Payment Date are not declared and paid, in full or otherwise, on such Series A Dividend Payment Date, then such unpaid dividends shall not accrue or be payable and the Association shall have no obligation to pay dividends for such Series A Dividend Period, whether or not dividends on Series A Preferred Stock are declared for any future Series A Dividend Period.

(C) Priority of Dividends . During any Series A Dividend Period, so long as any share of Series A Preferred Stock remains outstanding, unless dividends in an amount computed in accordance with Section (b)(iii)(A) for each share of Series A Preferred Stock as of the Series A Dividend Payment Date for the then-current Series A Dividend Period have been paid, or declared and funds set aside therefor, and the Association is not in default on its obligations to redeem any shares of Series A Preferred Stock that have been called for redemption, (A) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Stock, other than a dividend payable solely in Junior Stock, (B) no shares of Junior Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Association, directly or indirectly (other than as a result of a reclassification of Junior Stock for or into other Junior Stock, or the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock), nor shall any monies be paid to or made available for a sinking fund for the redemption of any such shares by the Association, and (C) no shares of Parity Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Association otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of Series A Preferred Stock and such Parity Stock, except by conversion into or exchange for Junior Stock. On any Series A Dividend Payment Date for which dividends are not paid in full upon the shares of Series A Preferred Stock and any Parity Stock, all dividends declared upon shares of Series A Preferred Stock and any Parity Stock for payment on such Series A Dividend Payment Date shall be declared on a proportionate basis. Subject to the foregoing, and not otherwise, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any Junior Stock or Parity Stock from time to time out of any assets legally available therefor, and the shares of Series A Preferred Stock shall not be entitled to participate in any such dividend.

(iv) Redemption .

(A) Optional Redemption . Series A Preferred Stock shall not be redeemable by the Association prior to December 15, 2011. On and after such date, the Association, at the option of its Board of Directors or any duly authorized committee of the Board of Directors, may redeem in whole or in part the shares of Series A Preferred Stock at the time outstanding upon notice given as provided in Section (b)(iv)(B) below. The redemption price for shares of Series A Preferred Stock shall be $1,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, through but not including the redemption date. Holders of Series A Preferred Stock shall not have any right to require the redemption or repurchase of any shares of Series A Preferred Stock.

(B) Notice of Redemption . Notice of every redemption of shares of Series A Preferred Stock shall be mailed by first class mail to the holders of record of Series A Preferred Stock to be redeemed at their respective last addresses appearing on the stock register of the Association. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption (provided that, if depositary shares representing Series A Preferred Stock or Series A Preferred Stock are held in book-entry form through the DTC, the Association may give notice in any manner permitted by the DTC). Any notice mailed as provided in this Section (b)(iv)(B) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series A Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series A Preferred Stock. Each notice shall state (A) the redemption date, (B) the number of shares of Series A Preferred Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder, (C) the redemption price, (D) the place or places where the certificates for such shares of Series A Preferred Stock are to be surrendered for payment of the redemption price and (E) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

(C) Partial Redemption . In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares of Series A Preferred Stock to be redeemed shall be selected either pro rata from the holders of record of Series A Preferred Stock in proportion to the number of Series A Preferred Stock held by such holders or by lot or in such other manner as the Board of Directors or any duly authorized committee of the Board of Directors may determine to be fair and equitable. Subject to the provisions of this Section (b)(iv), the Board of Directors or any duly authorized committee of the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of Series A Preferred Stock shall be redeemed from time to time.

(D) Effectiveness of Redemption . If notice of redemption of any shares of Series A Preferred Stock has been duly given and if the funds necessary for the redemption have been set aside by the Association for the benefit of the holder of any shares of Series A Preferred Stock so called for redemption, separate and apart from its other assets, in trust, so as to be and continue to be available therefor, or deposited by the Association with a bank or trust company selected by the Board of Directors or any duly authorized committee of the Board of Directors (the “ Series A Depositary Company ”) in trust for the pro rata benefit of the holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date (A) all shares so called for redemption shall cease to be outstanding, (B) all declared but unpaid dividends with respect to such shares shall cease to accrue, and (C) all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from the Series A Depositary Company at any time after the redemption date from the funds so deposited, without interest. The Association shall be entitled to receive, from time to time, from the Series A Depositary Company any interest accrued on such funds, and the holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Association, and in the event of such repayment to the Association, the holders of record of the shares so called for redemption shall be deemed to be unsecured creditors of the Association for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Association, but shall in no event be entitled to any interest.

(i) Designation of 9.50% Series C Non-Cumulative Perpetual Preferred Stock . A series of Preferred Stock shall be hereby designated “ 9.50% Series C Non-Cumulative Perpetual Preferred Stock ” (hereinafter referred to as “ Series C Preferred Stock ”). Each share of Series C Preferred Stock shall be identical in all respects to every other share of Series C Preferred Stock. Series C Preferred Stock will rank equally with Parity Stock, if any, and will rank senior to Junior Stock in each case with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Association.

(ii) Number of Shares . The number of authorized shares of Series C Preferred Stock shall be 1,400,000. Such number may from time to time be increased (but not in excess of the then total number of authorized and undesignated shares of Preferred Stock) or decreased (but not below the number of shares of Series C Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors of the Association or any duly authorized committee of the Board of Directors of the Association and by the filing of Articles of Amendment pursuant to the provisions of the National Bank Act stating that such increase or reduction, as the case may be, has been so authorized. The Association shall have the authority to issue fractional shares of Series C Preferred Stock.

(iii) Dividends .

(A) Rate . Holders of Series C Preferred Stock shall be entitled to receive, if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available for the payment of dividends under the laws of the United States, non-cumulative cash dividends on the liquidation preference of $1,000 per share of Series C Preferred Stock, and no more, payable quarterly in arrears on the 15th day of March, June, September and December of each year commencing September 15, 2008; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of such delay) (each such day on which dividends are payable, a “ Series C Dividend Payment Date ”). The period from and including any Series C Dividend Payment Date to but excluding the next Series C Dividend Payment Date is a “ Series C Dividend Period ”; provided, however, that the first Series C Dividend Period shall be the period from and including the date of original issuance of Series C Preferred Stock to but excluding the next Series C Dividend Payment Date; provided, further, that if additional shares of Series C Preferred Stock are issued subsequently, the first Series C Dividend Period with respect to such shares shall be (A) if the date of such subsequent issuance is a Series C Dividend Payment Date, the period from and including such Series C Dividend Payment Date to but excluding the next Series C Dividend Payment Date and (B) if the date of such subsequent issuance is not a Series C Dividend Payment Date, the period from and including the most recent Series C Dividend Payment Date preceding the date of such subsequent issuance to but excluding the next Series C Dividend Payment Date.

Dividends on each share of Series C Preferred Stock will be payable, if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, on the liquidation preference of $1,000 per share at a rate per annum equal to 9.50%.

The record date for payment of dividends on Series C Preferred Stock shall be the March 1, June 1, September 1 and December 1 immediately preceding the respective Series C Dividend Payment Date. The amount of dividends payable per share of Series C Preferred Stock on each Series C Dividend Payment Date shall be calculated by multiplying (A) the per annum rate described above in effect for the related Series C Dividend Period by (B) a fraction, the numerator of which shall be the actual number of days in such Series C Dividend Period and the denominator of which shall be 360, and by (C) $1,000. No interest will be payable in respect of any dividend payment on shares of Series C Preferred Stock that may be in arrears.

(B) Non-Cumulative Dividends . Dividends on shares of Series C Preferred Stock shall be non-cumulative. To the extent that any dividends payable on the shares of Series C Preferred Stock on any Series C Dividend Payment Date are not declared and paid, in full or otherwise, on such Series C Dividend Payment Date, then such unpaid dividends shall not accrue or be payable and the Association shall have no obligation to pay dividends for such Series C Dividend Period, whether or not dividends on Series C Preferred Stock are declared for any future Series C Dividend Period.

(C) Priority of Dividends . During any Series C Dividend Period (other than the first Series C Dividend Period), so long as any share of Series C Preferred Stock remains outstanding, unless dividends in an amount computed in accordance with Section (c)(iii)(A) for each share of Series C Preferred Stock as of the Series C Dividend Payment Date for the then-current Series C Dividend Period have been paid, or declared and funds set aside therefor, and the Association is not in default on its obligations to redeem any shares of Series C Preferred Stock that have been called for redemption, (A) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Stock, other than a dividend payable solely in Junior Stock, (B) no shares of Junior Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Association, directly or indirectly (other than as a result of a reclassification of Junior Stock for or into other Junior Stock, or the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock), nor shall any monies be paid to or made available for a sinking fund for the redemption of any such shares by the Association, and (C) no shares of Parity Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Association otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of Series C Preferred Stock and such Parity Stock, except by conversion into or in exchange for Junior Stock. On any Series C Dividend Payment Date for which dividends are not paid in full upon the shares of Series C Preferred Stock and any Parity Stock, all dividends declared upon shares of Series C Preferred Stock and any Parity Stock for payment on such Series C Dividend Payment Date shall be declared on a proportionate basis. Subject to the foregoing, and not otherwise, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any Junior Stock or Parity Stock from time to time out of any assets legally available therefor, and the shares of Series C Preferred Stock shall not be entitled to participate in any such dividend.

(iv) Redemption .

(A) Optional Redemption . Series C Preferred Stock shall not be redeemable by the Association prior to September 15, 2013. On and after such date, the Association, at the option of its Board of Directors or any duly authorized committee of the Board of Directors, may redeem in whole or in part the shares of Series C Preferred Stock at the time outstanding upon notice given as provided in Section (c)(iv)(B) below. The redemption price for shares of Series C Preferred Stock shall be $1,000 per share and an amount equal to the dividend for the then-current quarterly dividend period (whether or not declared but without accumulation of any undeclared dividends for prior periods) accrued to but excluding the date of redemption. Holders of Series C Preferred Stock shall not have any right to require the redemption or repurchase of any shares of Series C Preferred Stock.

(B) Notice of Redemption . Notice of every redemption of shares of Series C Preferred Stock shall be mailed by first class mail to the holders of record of Series C Preferred Stock to be redeemed at their respective last addresses appearing on the stock register of the Association. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption (provided that, if depositary shares representing Series C Preferred Stock or Series C Preferred Stock are held in book-entry form through the DTC, the Association may give notice in any manner permitted by the DTC). Any notice mailed as provided in this Section (c)(iv)(B) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series C Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series C Preferred Stock. Each notice shall state (A) the redemption date, (B) the number of shares of Series C Preferred Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder, (C) the redemption price, (D) the place or places where the certificates for such shares of Series C Preferred Stock are to be surrendered for payment of the redemption price and (E) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

(C) Partial Redemption . In case of any redemption of only part of the shares of Series C Preferred Stock at the time outstanding, the shares of Series C Preferred Stock to be redeemed shall be selected either pro rata from the holders of record of Series C Preferred Stock in proportion to the number of Series C Preferred Stock held by such holders or by lot or in such other manner as the Board of Directors or any duly authorized committee of the Board of Directors may determine to be fair and equitable. Subject to the provisions of this Section (c)(iv), the Board of Directors or any duly authorized committee of the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of Series C Preferred Stock shall be redeemed from time to time.

(D) Effectiveness of Redemption . If notice of redemption of any shares of Series C Preferred Stock has been duly given and if the funds necessary for the redemption have been set aside by the Association for the benefit of the holder of any shares of Series C Preferred Stock so called for redemption, separate and apart from its other assets, in trust, so as to be and continue to be available therefor, or deposited by the Association with a bank or trust company selected by the Board of Directors or any duly authorized committee of the Board of Directors (the “ Series C Depositary Company ”) in trust for the pro rata benefit of the holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date (A) all shares so called for redemption shall cease to be outstanding, (B) all declared but unpaid dividends with respect to such shares shall cease to accrue, and (C) all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from the Series C Depositary Company at any time after the redemption date from the funds so deposited, without interest. The Association shall be entitled to receive, from time to time, from the Series C Depositary Company any interest accrued on such funds, and the holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Association, and in the event of such repayment to the Association, the holders of record of the shares so called for redemption shall be deemed to be unsecured creditors of the Association for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Association, but shall in no event be entitled to any interest.

(d) Series F Preferred Stock .

(i) Designation of Series F Fixed-Rate Non-Cumulative Perpetual Preferred Stock . A series of Preferred Stock shall be hereby designated “ Series F Fixed-Rate Non-Cumulative Perpetual Preferred Stock ” (hereinafter referred to as “ Series F Preferred Stock ”). Each share of Series F Preferred Stock shall be identical in all respects to every other share of Series F Preferred Stock. Series F Preferred Stock will rank equally with Parity Stock, if any, and will rank senior to Junior Stock in each case with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Association.

(ii) Number of Shares . The number of authorized shares of Series F Preferred Stock shall be 250,000. Such number may from time to time be increased (but not in excess of the then total number of authorized and undesignated shares of Preferred Stock) or decreased (but not below the number of shares of Series F Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors of the Association or any duly authorized committee of the Board of Directors of the Association and by the filing of Articles of Amendment pursuant to the provisions of the National Bank Act stating that such increase or reduction, as the case may be, has been so authorized. The Association shall have the authority to issue fractional shares of Series F Preferred Stock.

(iii) Dividends .

(A) Rate . Holders of Series F Preferred Stock shall be entitled to receive, if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available for the payment of dividends under the laws of the United States, non-cumulative cash dividends on the liquidation preference of $1,000 per share of Series F Preferred Stock, and no more, payable quarterly in arrears on the 15th day of March, June, September and December of each year commencing June 15, 2012; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of such delay) (each such day on which dividends are payable, a “ Series F Dividend Payment Date ”). The period from and including any Series F Dividend Payment Date to but excluding the next Series F Dividend Payment Date is a “ Series F Dividend Period ”; provided, however, that the first Series F Dividend Period shall be the period from and including the date of original issuance of Series F Preferred Stock to but excluding the next Series F Dividend Payment Date; provided, further, that if additional shares of Series F Preferred Stock are issued subsequently, the first Series F Dividend Period with respect to such shares shall be (A) if the date of such subsequent issuance is a Series F Dividend Payment Date, the period from and including such Series F Dividend Payment Date to but excluding the next Series F Dividend Payment Date and (B) if the date of such subsequent issuance is not a Series F Dividend Payment Date, the period from and including the most recent Series F Dividend Payment Date preceding the date of such subsequent issuance to but excluding the next Series F Dividend Payment Date.

Dividends on each share of Series F Preferred Stock will be payable, if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, on the liquidation preference of $1,000 per share at a rate per annum equal to 7.90%.

The record date for payment of dividends on Series F Preferred Stock shall be the March 1, June 1, September 1 and December 1 immediately preceding the respective Series F Dividend Payment Date. The amount of dividends payable per share of Series F Preferred Stock on each Series F Dividend Payment Date shall be calculated on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in any period of less than one month. The amount of dividends payable per share of Series F Preferred Stock on each Series F Dividend Payment Date for each full dividend period will be calculated by multiplying the per annum dividend rate described above in effect for the related Series F Dividend Period by 1/4, and multiplying the rate obtained by $1,000. No interest will be payable in respect of any dividend payment on shares of Series F Preferred Stock that may be in arrears.

(B) Non-Cumulative Dividends . Dividends on shares of Series F Preferred Stock shall be non-cumulative. To the extent that any dividends payable on the shares of Series F Preferred Stock on any Series F Dividend Payment Date are not declared and paid, in full or otherwise, on such Series F Dividend Payment Date, then such unpaid dividends shall not accrue or be payable and the Association shall have no obligation to pay dividends for such Series F Dividend Period, whether or not dividends on Series F Preferred Stock are declared for any future Series F Dividend Period.

(C) Priority of Dividends . During any Series F Dividend Period (other than the first Series F Dividend Period), so long as any share of Series F Preferred Stock remains outstanding, unless dividends in an amount computed in accordance with Section (d)(iii)(A) for each share of Series F Preferred Stock as of the Series F Dividend Payment Date for the then-current Series F Dividend Period have been paid, or declared and funds set aside therefor, and the Association is not in default on its obligations to redeem any shares of Series F Preferred Stock that have been called for redemption, (A) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Stock, other than a dividend payable solely in Junior Stock, (B) no shares of Junior Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Association, directly or indirectly (other than as a result of a reclassification of Junior Stock for or into other Junior Stock, or the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock), nor shall any monies be paid to or made available for a sinking fund for the redemption of any such shares by the Association, and (C) no shares of Parity Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Association otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of Series F Preferred Stock and such Parity Stock, except by conversion into or in exchange for Junior Stock. On any Series F Dividend Payment Date for which dividends are not paid in full upon the shares of Series F Preferred Stock and any Parity Stock, all dividends declared upon shares of Series F Preferred Stock and any Parity Stock for payment on such Series F Dividend Payment Date shall be declared on a proportionate basis. Subject to the foregoing, and not otherwise, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any Junior Stock or Parity Stock from time to time out of any assets legally available therefor, and the shares of Series F Preferred Stock shall not be entitled to participate in any such dividend.

(iv) Redemption .

(A) Optional Redemption . Series F Preferred Stock shall not be redeemable by the Association prior to June 15, 2017. On such date and every day thereafter (hereinafter referred to as a “ Series F Redemption Date ”), the Association, at the option of its Board of Directors or any duly authorized committee of the Board of Directors, may redeem in whole or in part the shares of Series F Preferred Stock at the time outstanding upon notice given as provided in Section (d)(iv)(B) below. The redemption price for shares of Series F Preferred Stock shall be $1,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, through but not including the Series F Redemption Date; provided, however, if any such day is not a Business Day, then any shares called for redemption will be redeemed on the next succeeding day that is a Business Day and any payment otherwise payable on the Series F Redemption Date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of such delay). Holders of Series F Preferred Stock shall not have any right to require the redemption or repurchase of any shares of Series F Preferred Stock. Notwithstanding the foregoing, within 90 days following the occurrence of a Series F Regulatory Capital Treatment Event, the Association, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, all (but not less than all) of the shares of Series F Preferred Stock at the time outstanding, at a redemption price equal to $1,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, through but not including the date of such redemption, upon notice given as provided in Section (d)(iv)(B) below.

(B) Notice of Redemption . Notice of every redemption of shares of Series F Preferred Stock shall be mailed by first class mail to the holders of record of Series F Preferred Stock to be redeemed at their respective last addresses appearing on the stock register of the Association. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption (provided that, if depositary shares representing Series F Preferred Stock or Series F Preferred Stock are held in book-entry form through the DTC, the Association may give notice in any manner permitted by the DTC). Any notice mailed as provided in this Section (d)(iv)(B) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series F Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series F Preferred Stock. Each notice shall state (A) the redemption date, (B) the number of shares of Series F Preferred Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder, (C) the redemption price, (D) the place or places where the certificates evidencing shares of Series F Preferred Stock are to be surrendered for payment of the redemption price and (E) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

(C) Partial Redemption . In case of any redemption of only part of the shares of Series F Preferred Stock at the time outstanding, the shares of Series F Preferred Stock to be redeemed shall be selected either pro rata from the holders of record of Series F Preferred Stock in proportion to the number of Series F Preferred Stock held by such holders or by lot or in such other manner as the Board of Directors or any duly authorized committee of the Board of Directors may determine to be fair and equitable. Subject to the provisions of this Section (d)(iv), the Board of Directors or any duly authorized committee of the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of Series F Preferred Stock shall be redeemed from time to time.

(D) Effectiveness of Redemption . If notice of redemption of any shares of Series F Preferred Stock has been duly given and if the funds necessary for the redemption have been set aside by the Association for the benefit of the holders of any shares of Series F Preferred Stock so called for redemption, separate and apart from its other assets, in trust, so as to be and continue to be available therefor, or deposited by the Association with a bank or trust company selected by the Board of Directors or any duly authorized committee of the Board of Directors (the “ Series F Depositary Company ”) in trust for the pro rata benefit of the holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date (A) all shares so called for redemption shall cease to be outstanding, (B) all declared but unpaid dividends with respect to such shares shall cease to accrue, and (C) all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from the Series F Depositary Company at any time after the redemption date from the funds so deposited, without interest. The Association shall be entitled to receive, from time to time, from the Series F Depositary Company any interest accrued on such funds, and the holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Association, and in the event of such repayment to the Association, the holders of record of the shares so called for redemption shall be deemed to be unsecured creditors of the Association for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Association, but shall in no event be entitled to any interest.

(e) Series G Preferred Stock .

(i) Designation of Series G Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock . A series of Preferred Stock shall be hereby designated “ Series G Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock ” (hereinafter referred to as “ Series G Preferred Stock ”). Each share of Series G Preferred Stock shall be identical in all respects to every other share of Series G Preferred Stock. Series G Preferred Stock will rank equally with Parity Stock, if any, and will rank senior to Junior Stock in each case with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Association.

(ii) Number of Shares . The number of authorized shares of Series G Preferred Stock shall be 200,000. Such number may from time to time be increased (but not in excess of the then total number of authorized and undesignated shares of Preferred Stock) or decreased (but not below the number of shares of Series G Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors of the Association or any duly authorized committee of the Board of Directors of the Association and by the filing of Articles of Amendment pursuant to the provisions of the National Bank Act stating that such increase or reduction, as the case may be, has been so authorized. The Association shall have the authority to issue fractional shares of Series G Preferred Stock.

(iii) Dividends .

(A) Rate . Holders of Series G Preferred Stock shall be entitled to receive, if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available for the payment of dividends under the laws of the United States, non-cumulative cash dividends on the liquidation preference of $1,000 per share of Series G Preferred Stock, and no more, payable quarterly in arrears on the 15th day of March, June, September and December of each year commencing June 15, 2013; provided, however, if any such day is not a Business Day during the Series G Fixed Rate Period (as defined below), then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of such delay) and, if during the Series G Floating Rate Period (as defined below), then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day and dividends will accrue to, but excluding, the date dividends are paid; however, if the postponement would cause the dividend payment date to fall in the next calendar month during the Series G Floating Rate Period, the dividend payment date will instead be brought forward to the immediately preceding business day (each such day on which dividends are payable, a “ Series G Dividend Payment Date ”). The period from and including any Series G Dividend Payment Date to but excluding the next Series G Dividend Payment Date is a “ Series G Dividend Period ”; provided, however, that the first Series G Dividend Period shall be the period from and including the date of original issuance of Series G Preferred Stock to but excluding the next Series G Dividend Payment Date; provided, further, that if additional shares of Series G Preferred Stock are issued subsequently, the first Series G Dividend Period with respect to such shares shall be (A) if the date of such subsequent issuance is a Series G Dividend Payment Date, the period from and including such Series G Dividend Payment Date to but excluding the next Series G Dividend Payment Date and (B) if the date of such subsequent issuance is not a Series G Dividend Payment Date, the period from and including the most recent Series G Dividend Payment Date preceding the date of such subsequent issuance to but excluding the next Series G Dividend Payment Date.

For each Series G Dividend Period commencing with the initial Series G Dividend Period up to and including the Series G Dividend Period ending on March 14, 2023 (the “ Series G Fixed Rate Period ”) the dividend rate will be a rate per annum equal to 6.30%. For all Series G Dividend Periods thereafter (the “ Series G Floating Rate Period ”), the dividend rate will be an annual floating rate equal to Three-Month LIBOR plus 4.24%.

The record date for payment of dividends on Series G Preferred Stock shall be the March 1, June 1, September 1 and December 1 immediately preceding the respective Series G Dividend Payment Date. The amount of dividends payable per share of Series G Preferred Stock on each Series G Dividend Payment Date for the Series G Fixed Rate Period shall be calculated on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in any period of less than one month. The amount of dividends payable per share of Series G Preferred Stock on each Series G Dividend Payment Date for the Series G Floating Rate Period shall be calculated on the basis of a 360-day year of the actual number of days in such Series G Dividend Period. The amount of dividends payable per share of Series G Preferred Stock on each Series G Dividend Payment Date for each full dividend period will be calculated by multiplying the per annum dividend rate described above in effect for the related Series G Dividend Period by 1/4, and multiplying the rate obtained by $1,000. No interest will be payable in respect of any dividend payment on shares of Series G Preferred Stock that may be in arrears.

(B) Non-Cumulative Dividends . Dividends on shares of Series G Preferred Stock shall be non-cumulative. To the extent that any dividends payable on the shares of Series G Preferred Stock on any Series G Dividend Payment Date are not declared and paid, in full or otherwise, on such Series G Dividend Payment Date, then such unpaid dividends shall not accrue or be payable and the Association shall have no obligation to pay dividends for such Series G Dividend Period, whether or not dividends on Series G Preferred Stock are declared for any future Series G Dividend Period.

(C) Priority of Dividends . During any Series G Dividend Period (other than the first Series G Dividend Period), so long as any share of Series G Preferred Stock remains outstanding, unless dividends in an amount computed in accordance with Section (e)(iii)(A) for each share of Series G Preferred Stock as of the Series G Dividend Payment Date for the then-current Series G Dividend Period have been paid, or declared and funds set aside therefor, and the Association is not in default on its obligations to redeem any shares of Series G Preferred Stock that have been called for redemption, (A) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Stock, other than a dividend payable solely in Junior Stock, (B) no shares of Junior Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Association, directly or indirectly (other than as a result of a reclassification of Junior Stock for or into other Junior Stock, or the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock), nor shall any monies be paid to or made available for a sinking fund for the redemption of any such shares by the Association, and (C) no shares of Parity Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Association otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of Series G Preferred Stock and such Parity Stock, except by conversion into or in exchange for Junior Stock. On any Series G Dividend Payment Date for which dividends are not paid in full upon the shares of Series G Preferred Stock and any Parity Stock, all dividends declared upon shares of Series G Preferred Stock and any Parity Stock for payment on such Series G Dividend Payment Date shall be declared on a proportionate basis. Subject to the foregoing, and not otherwise, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any Junior Stock or Parity Stock from time to time out of any assets legally available therefor, and the shares of Series G Preferred Stock shall not be entitled to participate in any such dividend.

(iv) Redemption .

(A) Optional Redemption . Series G Preferred Stock shall not be redeemable by the Association prior to March 15, 2023. On such date and every day thereafter (hereinafter referred to as a “ Series G Redemption Date ”), the Association, at the option of its Board of Directors or any duly authorized committee of the Board of Directors, may redeem in whole or in part the shares of Series G Preferred Stock at the time outstanding upon notice given as provided in Section (e)(iv)(B) below. The redemption price for shares of Series G Preferred Stock shall be $1,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, through but not including the Series G Redemption Date; provided, however, if any such day is not a Business Day, then any shares called for redemption will be redeemed on the next succeeding day that is a Business Day and any payment otherwise payable on the Series G Redemption Date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of such delay). Holders of Series G Preferred Stock shall not have any right to require the redemption or repurchase of any shares of Series G Preferred Stock. Notwithstanding the foregoing, within 90 days following the occurrence of a Series G Regulatory Capital Treatment Event, the Association, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, all (but not less than all) of the shares of Series G Preferred Stock at the time outstanding, at a redemption price equal to $1,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, through but not including the date of such redemption, upon notice given as provided in Section (e)(iv)(B) below.

(B) Notice of Redemption . Notice of every redemption of shares of Series G Preferred Stock shall be mailed by first class mail to the holders of record of Series G Preferred Stock to be redeemed at their respective last addresses appearing on the stock register of the Association. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption (provided that, if depositary shares representing Series G Preferred Stock or Series G Preferred Stock are held in book-entry form through the DTC, the Association may give notice in any manner permitted by the DTC). Any notice mailed as provided in this Section (e)(iv)(B) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series G Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series G Preferred Stock. Each notice shall state (A) the redemption date, (B) the number of shares of Series G Preferred Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder, (C) the redemption price, (D) the place or places where the certificates evidencing shares of Series G Preferred Stock are to be surrendered for payment of the redemption price and (E) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

(C) Partial Redemption . In case of any redemption of only part of the shares of Series G Preferred Stock at the time outstanding, the shares of Series G Preferred Stock to be redeemed shall be selected either pro rata from the holders of record of Series G Preferred Stock in proportion to the number of Series G Preferred Stock held by such holders or by lot or in such other manner as the Board of Directors or any duly authorized committee of the Board of Directors may determine to be fair and equitable. Subject to the provisions of this Section (e)(iv), the Board of Directors or any duly authorized committee of the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of Series G Preferred Stock shall be redeemed from time to time.

(D) Effectiveness of Redemption . If notice of redemption of any shares of Series G Preferred Stock has been duly given and if the funds necessary for the redemption have been set aside by the Association for the benefit of the holders of any shares of Series G Preferred Stock so called for redemption, separate and apart from its other assets, in trust, so as to be and continue to be available therefor, or deposited by the Association with a bank or trust company selected by the Board of Directors or any duly authorized committee of the Board of Directors (the “ Series G Depositary Company ”) in trust for the pro rata benefit of the holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date (A) all shares so called for redemption shall cease to be outstanding, (B) all declared but unpaid dividends with respect to such shares shall cease to accrue, and (C) all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from the Series G Depositary Company at any time after the redemption date from the funds so deposited, without interest. The Association shall be entitled to receive, from time to time, from the Series G Depositary Company any interest accrued on such funds, and the holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Association, and in the event of such repayment to the Association, the holders of record of the shares so called for redemption shall be deemed to be unsecured creditors of the Association for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Association, but shall in no event be entitled to any interest.

(f) Series H Preferred Stock .

(i) Designation of Series H Fixed-Rate Non-Cumulative Perpetual Preferred Stock . A series of Preferred Stock shall be hereby designated “ Series H Fixed-Rate Non-Cumulative Perpetual Preferred Stock ” (hereinafter referred to as “ Series H Preferred Stock ”). Each share of Series H Preferred Stock shall be identical in all respects to every other share of Series H Preferred Stock. Series H Preferred Stock will rank equally with Parity Stock, if any, and will rank senior to Junior Stock in each case with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Association.

(ii) Number of Shares . The number of authorized shares of Series H Preferred Stock shall be 126,222. Such number may from time to time be increased (but not in excess of the then total number of authorized and undesignated shares of Preferred Stock) or decreased (but not below the number of shares of Series H Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors of the Association or any duly authorized committee of the Board of Directors of the Association and by the filing of Articles of Amendment pursuant to the provisions of the National Bank Act stating that such increase or reduction, as the case may be, has been so authorized. The Association shall have the authority to issue fractional shares of Series H Preferred Stock.

(iii) Dividends .

(A) Rate . Holders of Series H Preferred Stock shall be entitled to receive, if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available for the payment of dividends under the laws of the United States, non-cumulative cash dividends on the liquidation preference of $1,000 per share of Series H Preferred Stock, and no more, payable quarterly in arrears on the 15th day of March, June, September and December of each year commencing June 15, 2013; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of such delay) (each such day on which dividends are payable, a “ Series H Dividend Payment Date ”). The period from and including any Series H Dividend Payment Date to but excluding the next Series H Dividend Payment Date is a “ Series H Dividend Period ”; provided, however, that the first Series H Dividend Period shall be the period from and including the date of original issuance of Series H Preferred Stock to but excluding the next Series H Dividend Payment Date; provided, further, that if additional shares of Series H Preferred Stock are issued subsequently, the first Series H Dividend Period with respect to such shares shall be (A) if the date of such subsequent issuance is a Series H Dividend Payment Date, the period from and including such Series H Dividend Payment Date to but excluding the next Series H Dividend Payment Date and (B) if the date of such subsequent issuance is not a Series H Dividend Payment Date, the period from and including the most recent Series H Dividend Payment Date preceding the date of such subsequent issuance to but excluding the next Series H Dividend Payment Date.

Dividends on each share of Series H Preferred Stock will be payable, if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, on the liquidation preference of $1,000 per share at a rate per annum equal to 5.75%.

The record date for payment of dividends on Series H Preferred Stock shall be the March 1, June 1, September 1 and December 1 immediately preceding the respective Series H Dividend Payment Date. The amount of dividends payable per share of Series H Preferred Stock on each Series H Dividend Payment Date shall be calculated on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in any period of less than one month. The amount of dividends payable per share of Series H Preferred Stock on each Series H Dividend Payment Date for each full dividend period will be calculated by multiplying the per annum dividend rate described above in effect for the related Series H Dividend Period by 1/4, and multiplying the rate obtained by $1,000. No interest will be payable in respect of any dividend payment on shares of Series H Preferred Stock that may be in arrears.

(B) Non-Cumulative Dividends . Dividends on shares of Series H Preferred Stock shall be non-cumulative. To the extent that any dividends payable on the shares of Series H Preferred Stock on any Series H Dividend Payment Date are not declared and paid, in full or otherwise, on such Series H Dividend Payment Date, then such unpaid dividends shall not accrue or be payable and the Association shall have no obligation to pay dividends for such Series H Dividend Period, whether or not dividends on Series H Preferred Stock are declared for any future Series H Dividend Period.

(C) Priority of Dividends . During any Series H Dividend Period (other than the first Series H Dividend Period), so long as any share of Series H Preferred Stock remains outstanding, unless dividends in an amount computed in accordance with Section (f)(iii)(A) for each share of Series H Preferred Stock as of the Series H Dividend Payment Date for the then-current Series H Dividend Period have been paid, or declared and funds set aside therefor, and the Association is not in default on its obligations to redeem any shares of Series H Preferred Stock that have been called for redemption, (A) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Stock, other than a dividend payable solely in Junior Stock, (B) no shares of Junior Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Association, directly or indirectly (other than as a result of a reclassification of Junior Stock for or into other Junior Stock, or the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock), nor shall any monies be paid to or made available for a sinking fund for the redemption of any such shares by the Association, and (C) no shares of Parity Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Association otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of Series H Preferred Stock and such Parity Stock, except by conversion into or in exchange for Junior Stock. On any Series H Dividend Payment Date for which dividends are not paid in full upon the shares of Series H Preferred Stock and any Parity Stock, all dividends declared upon shares of Series H Preferred Stock and any Parity Stock for payment on such Series H Dividend Payment Date shall be declared on a proportionate basis. Subject to the foregoing, and not otherwise, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any Junior Stock or Parity Stock from time to time out of any assets legally available therefor, and the shares of Series H Preferred Stock shall not be entitled to participate in any such dividend.

(iv) Redemption .

(A) Optional Redemption . Series H Preferred Stock shall not be redeemable by the Association prior to June 15, 2019. On such date and every day thereafter (hereinafter referred to as a “ Series H Redemption Date ”), the Association, at the option of its Board of Directors or any duly authorized committee of the Board of Directors, may redeem in whole or in part the shares of Series H Preferred Stock at the time outstanding upon notice given as provided in Section (f)(iv)(B) below. The redemption price for shares of Series H Preferred Stock shall be $1,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, through but not including the Series H Redemption Date; provided, however, if any such day is not a Business Day, then any shares called for redemption will be redeemed on the next succeeding day that is a Business Day and any payment otherwise payable on the Series H Redemption Date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of such delay). Holders of Series H Preferred Stock shall not have any right to require the redemption or repurchase of any shares of Series H Preferred Stock. Notwithstanding the foregoing, within 90 days following the occurrence of a Series H Regulatory Capital Treatment Event, the Association, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, all (but not less than all) of the shares of Series H Preferred Stock at the time outstanding, at a redemption price equal to $1,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, through but not including the date of such redemption, upon notice given as provided in Section (f)(iv)(B) below.

(B) Notice of Redemption . Notice of every redemption of shares of Series H Preferred Stock shall be mailed by first class mail to the holders of record of Series H Preferred Stock to be redeemed at their respective last addresses appearing on the stock register of the Association. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption (provided that, if depositary shares representing Series H Preferred Stock or Series H Preferred Stock are held in book-entry form through the DTC, the Association may give notice in any manner permitted by the DTC). Any notice mailed as provided in this Section (f)(iv)(B) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series H Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series H Preferred Stock. Each notice shall state (A) the redemption date, (B) the number of shares of Series H Preferred Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder, (C) the redemption price, (D) the place or places where the certificates evidencing shares of Series H Preferred Stock are to be surrendered for payment of the redemption price and (E) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

(C) Partial Redemption . In case of any redemption of only part of the shares of Series H Preferred Stock at the time outstanding, the shares of Series H Preferred Stock to be redeemed shall be selected either pro rata from the holders of record of Series H Preferred Stock in proportion to the number of Series H Preferred Stock held by such holders or by lot or in such other manner as the Board of Directors or any duly authorized committee of the Board of Directors may determine to be fair and equitable. Subject to the provisions of this Section (f)(iv), the Board of Directors or any duly authorized committee of the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of Series H Preferred Stock shall be redeemed from time to time.

(D) Effectiveness of Redemption . If notice of redemption of any shares of Series H Preferred Stock has been duly given and if the funds necessary for the redemption have been set aside by the Association for the benefit of the holders of any shares of Series H Preferred Stock so called for redemption, separate and apart from its other assets, in trust, so as to be and continue to be available therefor, or deposited by the Association with a bank or trust company selected by the Board of Directors or any duly authorized committee of the Board of Directors (the “ Series H Depositary Company ”) in trust for the pro rata benefit of the holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date (A) all shares so called for redemption shall cease to be outstanding, (B) all declared but unpaid dividends with respect to such shares shall cease to accrue, and (C) all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from the Series H Depositary Company at any time after the redemption date from the funds so deposited, without interest. The Association shall be entitled to receive, from time to time, from the Series H Depositary Company any interest accrued on such funds, and the holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Association, and in the event of such repayment to the Association, the holders of record of the shares so called for redemption shall be deemed to be unsecured creditors of the Association for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Association, but shall in no event be entitled to any interest.

(g) Series I Preferred Stock .

(i) Designation of Series I Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock . A series of Preferred Stock shall be hereby designated “ Series I Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stoc k” (hereinafter referred to as “ Series I Preferred Stock ”). Each share of Series I Preferred Stock shall be identical in all respects to every other share of Series I Preferred Stock. Series I Preferred Stock will rank equally with Parity Stock, if any, and will rank senior to Junior Stock in each case with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Association.

(ii) Number of Shares . The number of authorized shares of Series I Preferred Stock shall be 300,893. Such number may from time to time be increased (but not in excess of the then total number of authorized and undesignated shares of Preferred Stock) or decreased (but not below the number of shares of Series I Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors of the Association or any duly authorized committee of the Board of Directors of the Association and by the filing of Articles of Amendment pursuant to the provisions of the National Bank Act stating that such increase or reduction, as the case may be, has been so authorized. The Association shall have the authority to issue fractional shares of Series I Preferred Stock.

(iii) Dividends .

(A) Rate . Holders of Series I Preferred Stock shall be entitled to receive, if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available for the payment of dividends under the laws of the United States, non-cumulative cash dividends on the liquidation preference of $1,000 per share of Series I Preferred Stock, and no more, payable (i) semi-annually in arrears on the 15th day of June and December of each year commencing December 15, 2013 and ending on June 15, 2023, and (ii) quarterly in arrears on the 15th day of March, June, September and December of each year, commencing on September 15, 2023; provided, however, if any such day is not a Business Day during the Series I Fixed Rate Period (as defined below), then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of such delay) and, if during the Series I Floating Rate Period (as defined below), then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day and dividends will accrue to, but excluding, the date dividends are paid; however, if the postponement would cause the dividend payment date to fall in the next calendar month during the Series I Floating Rate Period, the dividend payment date will instead be brought forward to the immediately preceding Business Day (each such day on which dividends are payable, a “ Series I Dividend Payment Date ”). The period from and including any Series I Dividend Payment Date to but excluding the next Series I Dividend Payment Date is a “ Series I Dividend Period ”; provided, however, that the first Series I Dividend Period shall be the period from and including the date of original issuance of Series I Preferred Stock to but excluding the next Series I Dividend Payment Date; provided, further, that if additional shares of Series I Preferred Stock are issued subsequently, the first Series I Dividend Period with respect to such shares shall be (A) if the date of such subsequent issuance is a Series I Dividend Payment Date, the period from and including such Series I Dividend Payment Date to but excluding the next Series I Dividend Payment Date and (B) if the date of such subsequent issuance is not a Series I Dividend Payment Date, the period from and including the most recent Series I Dividend Payment Date preceding the date of such subsequent issuance to but excluding the next Series I Dividend Payment Date.

For each Series I Dividend Period commencing with the initial Series I Dividend Period up to and including the Series I Dividend Period ending on June 14, 2023 (the “ Series I Fixed Rate Period ”) the dividend rate will be a rate per annum equal to 5.80%. For all Series I Dividend Periods thereafter (the “ Series I Floating Rate Period ”), the dividend rate will be an annual floating rate equal to Three-Month LIBOR plus 3.80%.

The record date for payment of dividends on Series I Preferred Stock shall be (i) during the Series I Fixed Rate Period, the June 1 and December 1 immediately preceding the respective Series I Dividend Payment Date, and (ii) during the Series I Floating Rate Period, the March 1, June 1, September 1 and December 1 immediately preceding the respective Series I Dividend Payment Date. The amount of dividends payable per share of Series I Preferred Stock on each Series I Dividend Payment Date for the Series I Fixed Rate Period shall be calculated on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in any period of less than one month. The amount of dividends payable per share of Series I Preferred Stock on each Series I Dividend Payment Date for the Series I Floating Rate Period shall be calculated on the basis of a 360-day year of the actual number of days in such Series I Dividend Period. The amount of dividends payable per share of Series I Preferred Stock on each Series I Dividend Payment Date during the Series I Fixed Rate Period for each full dividend period during that period will be calculated by multiplying the per annum dividend rate described above in effect for the related Series I Dividend Period by 1/2, and multiplying the rate obtained by $1,000. The amount of dividends payable per share of Series I Preferred Stock on each Series I Dividend Payment Date during the Series I Floating Rate Period for each full dividend period during that period will be calculated by multiplying the per annum dividend rate described above in effect for the related Series I Dividend Period by 1/4, and multiplying the rate obtained by $1,000. No interest will be payable in respect of any dividend payment on shares of Series I Preferred Stock that may be in arrears.

(B) Non-Cumulative Dividends . Dividends on shares of Series I Preferred Stock shall be non-cumulative. To the extent that any dividends payable on the shares of Series I Preferred Stock on any Series I Dividend Payment Date are not declared and paid, in full or otherwise, on such Series I Dividend Payment Date, then such unpaid dividends shall not accrue or be payable and the Association shall have no obligation to pay dividends for such Series I Dividend Period, whether or not dividends on Series I Preferred Stock are declared for any future Series I Dividend Period.

(C) Priority of Dividends . During any Series I Dividend Period (other than the first Series I Dividend Period), so long as any share of Series I Preferred Stock remains outstanding, unless dividends in an amount computed in accordance with Section (g)(iii)(A) for each share of Series I Preferred Stock as of the Series I Dividend Payment Date for the then-current Series I Dividend Period have been paid, or declared and funds set aside therefor, and the Association is not in default on its obligations to redeem any shares of Series I Preferred Stock that have been called for redemption, (A) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Stock, other than a dividend payable solely in Junior Stock, (B) no shares of Junior Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Association, directly or indirectly (other than as a result of a reclassification of Junior Stock for or into other Junior Stock, or the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock), nor shall any monies be paid to or made available for a sinking fund for the redemption of any such shares by the Association, and (C) no shares of Parity Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Association otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of Series I Preferred Stock and such Parity Stock, except by conversion into or in exchange for Junior Stock. On any Series I Dividend Payment Date for which dividends are not paid in full upon the shares of Series I Preferred Stock and any Parity Stock, all dividends declared upon shares of Series I Preferred Stock and any Parity Stock for payment on such Series I Dividend Payment Date shall be declared on a proportionate basis. Subject to the foregoing, and not otherwise, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any Junior Stock or Parity Stock from time to time out of any assets legally available therefor, and the shares of Series I Preferred Stock shall not be entitled to participate in any such dividend.

(iv) Redemption .

(A) Optional Redemption . Series I Preferred Stock shall not be redeemable by the Association prior to June 15, 2023. On such date and every day thereafter (hereinafter referred to as a “ Series I Redemption Date ”), the Association, at the option of its Board of Directors or any duly authorized committee of the Board of Directors, may redeem in whole or in part the shares of Series I Preferred Stock at the time outstanding upon notice given as provided in Section (g)(iv)(B) below. The redemption price for shares of Series I Preferred Stock shall be $1,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, through but not including the Series I Redemption Date; provided, however, if any such day is not a Business Day, then any shares called for redemption will be redeemed on the next succeeding day that is a Business Day and any payment otherwise payable on the Series I Redemption Date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of such delay). Holders of Series I Preferred Stock shall not have any right to require the redemption or repurchase of any shares of Series I Preferred Stock. Notwithstanding the foregoing, within 90 days following the occurrence of a Series I Regulatory Capital Treatment Event, the Association, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, all (but not less than all) of the shares of Series I Preferred Stock at the time outstanding, at a redemption price equal to $1,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, through but not including the date of such redemption, upon notice given as provided in Section (g)(iv)(B) below.

(B) Notice of Redemption . Notice of every redemption of shares of Series I Preferred Stock shall be mailed by first class mail to the holders of record of Series I Preferred Stock to be redeemed at their respective last addresses appearing on the stock register of the Association. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption (provided that, if depositary shares representing Series I Preferred Stock or Series I Preferred Stock are held in book-entry form through the DTC, the Association may give notice in any manner permitted by the DTC). Any notice mailed as provided in this Section (g)(iv)(B) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series I Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series I Preferred Stock. Each notice shall state (A) the redemption date, (B) the number of shares of Series I Preferred Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder, (C) the redemption price, (D) the place or places where the certificates evidencing shares of Series I Preferred Stock are to be surrendered for payment of the redemption price and (E) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

(C) Partial Redemption . In case of any redemption of only part of the shares of Series I Preferred Stock at the time outstanding, the shares of Series I Preferred Stock to be redeemed shall be selected either pro rata from the holders of record of Series I Preferred Stock in proportion to the number of Series I Preferred Stock held by such holders or by lot or in such other manner as the Board of Directors or any duly authorized committee of the Board of Directors may determine to be fair and equitable. Subject to the provisions of this Section (g)(iv), the Board of Directors or any duly authorized committee of the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of Series I Preferred Stock shall be redeemed from time to time.

(D) Effectiveness of Redemption . If notice of redemption of any shares of Series I Preferred Stock has been duly given and if the funds necessary for the redemption have been set aside by the Association for the benefit of the holders of any shares of Series I Preferred Stock so called for redemption, separate and apart from its other assets, in trust, so as to be and continue to be available therefor, or deposited by the Association with a bank or trust company selected by the Board of Directors or any duly authorized committee of the Board of Directors (the “ Series I Depositary Company ”) in trust for the pro rata benefit of the holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date (A) all shares so called for redemption shall cease to be outstanding, (B) all declared but unpaid dividends with respect to such shares shall cease to accrue, and (C) all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from the Series I Depositary Company at any time after the redemption date from the funds so deposited, without interest. The Association shall be entitled to receive, from time to time, from the Series I Depositary Company any interest accrued on such funds, and the holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Association, and in the event of such repayment to the Association, the holders of record of the shares so called for redemption shall be deemed to be unsecured creditors of the Association for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Association, but shall in no event be entitled to any interest.

(h) Series J Preferred Stock .

(i) Designation of Series J Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock . A series of Preferred Stock shall be hereby designated “ Series J Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock ” (hereinafter referred to as “ Series J Preferred Stock ”). Each share of Series J Preferred Stock shall be identical in all respects to every other share of Series J Preferred Stock. Series J Preferred Stock will rank equally with Parity Stock, if any, and will rank senior to Junior Stock in each case with respect to the payment of dividends and the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Association.

(ii) Number of Shares . The number of authorized shares of Series J Preferred Stock shall be 195,152. Such number may from time to time be increased (but not in excess of the then total number of authorized and undesignated shares of Preferred Stock) or decreased (but not below the number of shares of Series J Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors of the Association or any duly authorized committee of the Board of Directors of the Association and by the filing of Articles of Amendment pursuant to the provisions of the National Bank Act stating that such increase or reduction, as the case may be, has been so authorized. The Association shall have the authority to issue fractional shares of Series J Preferred Stock.

(iii) Dividends .

(A) Rate . Holders of Series J Preferred Stock shall be entitled to receive, if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available for the payment of dividends under the laws of the United States, non-cumulative cash dividends on the liquidation preference of $1,000 per share of Series J Preferred Stock, and no more, payable (i) semi-annually in arrears on the 15th day of March and September of each year commencing March 15, 2014 and ending on September 15, 2023, and (ii) quarterly in arrears on the 15th day of March, June, September and December of each year, commencing on December 15, 2023; provided, however, if any such day is not a Business Day during the Series J Fixed Rate Period (as defined below), then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of such delay) and, if during the Series J Floating Rate Period (as defined below), then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day and dividends will accrue to, but excluding, the date dividends are paid; however, if the postponement would cause the dividend payment date to fall in the next calendar month during the Series J Floating Rate Period, the dividend payment date will instead be brought forward to the immediately preceding business day (each such day on which dividends are payable, a “ Series J Dividend Payment Date ”). The period from and including any Series J Dividend Payment Date to but excluding the next Series J Dividend Payment Date is a “ Series J Dividend Period ”; provided, however, that the first Series J Dividend Period shall be the period from and including the date of original issuance of Series J Preferred Stock to but excluding the next Series J Dividend Payment Date; provided, further, that if additional shares of Series J Preferred Stock are issued subsequently, the first Series J Dividend Period with respect to such shares shall be (A) if the date of such subsequent issuance is a Series J Dividend Payment Date, the period from and including such Series J Dividend Payment Date to but excluding the next Series J Dividend Payment Date and (B) if the date of such subsequent issuance is not a Series J Dividend Payment Date, the period from and including the most recent Series J Dividend Payment Date preceding the date of such subsequent issuance to but excluding the next Series J Dividend Payment Date.

For each Series J Dividend Period commencing with the initial Series J Dividend Period up to and including the Series J Dividend Period ending on September 14, 2023 (the “ Series J Fixed Rate Period ”) the dividend rate will be a rate per annum equal to 7.20%. For all Series J Dividend Periods thereafter (the “ Series J Floating Rate Period ”), the dividend rate will be an annual floating rate equal to Three-Month LIBOR plus 4.44%.

The record date for payment of dividends on Series J Preferred Stock shall be (i) during the Series J Fixed Rate Period, the March 1 and September 1 immediately preceding the respective Series J Dividend Payment Date, and (ii) during the Series J Floating Rate Period, the March 1, June 1, September 1 and December 1 immediately preceding the respective Series J Dividend Payment Date. The amount of dividends payable per share of Series J Preferred Stock on each Series J Dividend Payment Date for the Series J Fixed Rate Period shall be calculated on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in any period of less than one month. The amount of dividends payable per share of Series J Preferred Stock on each Series J Dividend Payment Date for the Series J Floating Rate Period shall be calculated on the basis of a 360-day year of the actual number of days in such Series J Dividend Period. The amount of dividends payable per share of Series J Preferred Stock on each Series J Dividend Payment Date during the Series J Fixed Rate Period for each full dividend period during that period will be calculated by multiplying the per annum dividend rate described above in effect for the related Series J Dividend Period by 1/2, and multiplying the rate obtained by $1,000. The amount of dividends payable per share of Series J Preferred Stock on each Series J Dividend Payment Date during the Series J Floating Rate Period for each full dividend period during that period will be calculated by multiplying the per annum dividend rate described above in effect for the related Series J Dividend Period by 1/4, and multiplying the rate obtained by $1,000. No interest will be payable in respect of any dividend payment on shares of Series J Preferred Stock that may be in arrears.

(B) Non-Cumulative Dividends . Dividends on shares of Series J Preferred Stock shall be non-cumulative. To the extent that any dividends payable on the shares of Series J Preferred Stock on any Series J Dividend Payment Date are not declared and paid, in full or otherwise, on such Series J Dividend Payment Date, then such unpaid dividends shall not accrue or be payable and the Association shall have no obligation to pay dividends for such Series J Dividend Period, whether or not dividends on Series J Preferred Stock are declared for any future Series J Dividend Period.

(C) Priority of Dividends . During any Series J Dividend Period (other than the first Series J Dividend Period), so long as any share of Series J Preferred Stock remains outstanding, unless dividends in an amount computed in accordance with Section (h)(iii)(A) for each share of Series J Preferred Stock as of the Series J Dividend Payment Date for the then-current Series J Dividend Period have been paid, or declared and funds set aside therefor, and the Association is not in default on its obligations to redeem any shares of Series J Preferred Stock that have been called for redemption, (A) no dividend shall be declared or paid or set aside for payment and no distribution shall be declared or made or set aside for payment on any Junior Stock, other than a dividend payable solely in Junior Stock, (B) no shares of Junior Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Association, directly or indirectly (other than as a result of a reclassification of Junior Stock for or into other Junior Stock, or the exchange or conversion of one share of Junior Stock for or into another share of Junior Stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of Junior Stock), nor shall any monies be paid to or made available for a sinking fund for the redemption of any such shares by the Association, and (C) no shares of Parity Stock shall be repurchased, redeemed or otherwise acquired for consideration by the Association otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of Series J Preferred Stock and such Parity Stock, except by conversion into or in exchange for Junior Stock. On any Series J Dividend Payment Date for which dividends are not paid in full upon the shares of Series J Preferred Stock and any Parity Stock, all dividends declared upon shares of Series J Preferred Stock and any Parity Stock for payment on such Series J Dividend Payment Date shall be declared on a proportionate basis. Subject to the foregoing, and not otherwise, such dividends (payable in cash, stock or otherwise) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any Junior Stock or Parity Stock from time to time out of any assets legally available therefor, and the shares of Series J Preferred Stock shall not be entitled to participate in any such dividend.

(iv) Redemption .

(A) Optional Redemption . Series J Preferred Stock shall not be redeemable by the Association prior to September 15, 2023. On such date and every day thereafter (hereinafter referred to as a “ Series J Redemption Date ”), the Association, at the option of its Board of Directors or any duly authorized committee of the Board of Directors, may redeem in whole or in part the shares of Series J Preferred Stock at the time outstanding upon notice given as provided in Section (h)(iv)(B) below. The redemption price for shares of Series J Preferred Stock shall be $1,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, through but not including the Series J Redemption Date; provided, however, if any such day is not a Business Day, then any shares called for redemption will be redeemed on the next succeeding day that is a Business Day and any payment otherwise payable on the Series J Redemption Date will be made on the next succeeding day that is a Business Day (without any interest or other payment in respect of such delay). Holders of Series J Preferred Stock shall not have any right to require the redemption or repurchase of any shares of Series J Preferred Stock. Notwithstanding the foregoing, within 90 days following the occurrence of a Series J Regulatory Capital Treatment Event, the Association, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, all (but not less than all) of the shares of Series J Preferred Stock at the time outstanding, at a redemption price equal to $1,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, through but not including the date of such redemption, upon notice given as provided in Section (h)(iv)(B) below.

(B) Notice of Redemption . Notice of every redemption of shares of Series J Preferred Stock shall be mailed by first class mail to the holders of record of Series J Preferred Stock to be redeemed at their respective last addresses appearing on the stock register of the Association. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption (provided that, if depositary shares representing Series J Preferred Stock or Series J Preferred Stock are held in book-entry form through the DTC, the Association may give notice in any manner permitted by the DTC). Any notice mailed as provided in this Section (h)(iv)(B) shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Series J Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series J Preferred Stock. Each notice shall state (A) the redemption date, (B) the number of shares of Series J Preferred Stock to be redeemed and, if fewer than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder, (C) the redemption price, (D) the place or places where the certificates evidencing shares of Series J Preferred Stock are to be surrendered for payment of the redemption price and (E) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

(C) Partial Redemption . In case of any redemption of only part of the shares of Series J Preferred Stock at the time outstanding, the shares of Series J Preferred Stock to be redeemed shall be selected either pro rata from the holders of record of Series J Preferred Stock in proportion to the number of Series J Preferred Stock held by such holders or by lot or in such other manner as the Board of Directors or any duly authorized committee of the Board of Directors may determine to be fair and equitable. Subject to the provisions of this Section (h)(iv), the Board of Directors or any duly authorized committee of the Board of Directors shall have full power and authority to prescribe the terms and conditions upon which shares of Series J Preferred Stock shall be redeemed from time to time.

(D) Effectiveness of Redemption . If notice of redemption of any shares of Series J Preferred Stock has been duly given and if the funds necessary for the redemption have been set aside by the Association for the benefit of the holders of any shares of Series J Preferred Stock so called for redemption, separate and apart from its other assets, in trust, so as to be and continue to be available therefor, or deposited by the Association with a bank or trust company selected by the Board of Directors or any duly authorized committee of the Board of Directors (the “ Series J Depositary Company ”) in trust for the pro rata benefit of the holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date (A) all shares so called for redemption shall cease to be outstanding, (B) all declared but unpaid dividends with respect to such shares shall cease to accrue, and (C) all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from the Series J Depositary Company at any time after the redemption date from the funds so deposited, without interest. The Association shall be entitled to receive, from time to time, from the Series J Depositary Company any interest accrued on such funds, and the holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Association, and in the event of such repayment to the Association, the holders of record of the shares so called for redemption shall be deemed to be unsecured creditors of the Association for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Association, but shall in no event be entitled to any interest.

(i) General Terms of Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock and Series J Preferred Stock .

(A) Liquidation Rights .

1. Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Association, holders of Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock and Series J Preferred Stock shall be entitled to receive out of assets of the Association available for distribution to shareholders, after satisfaction of liabilities to creditors and subject to the rights of the holders of any class or series of securities ranking senior to Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock or Series J Preferred Stock, as the case may be, before any distribution of assets of the Association is made to the holders of Junior Stock, a liquidating distribution in the amount of the liquidation preference of $1,000 per share, plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to the date of liquidation. The holders of Series A Preferred Stock, the holders of Series C Preferred Stock, the holders of Series F Preferred Stock, the holders of Series G Preferred Stock, the holders of Series H Preferred Stock, the holders of Series I Preferred Stock and the holders of Series J Preferred Stock shall not be entitled to any other amounts from the Association after such holders have received their full liquidating distribution.

2. Partial Payment . If the assets of the Association are not sufficient to pay in full the liquidation preference plus any declared and unpaid dividends to the date of liquidation to all holders of Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and any Parity Stock, the amounts paid to the holders of Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and all Parity Stock shall be paid pro rata in accordance with the respective aggregate liquidation preferences plus any declared and unpaid dividends of Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and all such Parity Stock to the date of liquidation.

3. Residual Distributions . If the liquidation preference plus any declared and unpaid dividends to the date of liquidation has been paid in full to all holders of Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and any Parity Stock, the holders of Junior Stock shall be entitled to receive all remaining assets of the Association according to their respective rights and preferences.

4. Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section (i)(A), the merger or consolidation of the Association with any other entity, including a merger or consolidation in which the holders of Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock or Series J Preferred Stock, as the case may be, receive cash, securities or property for their shares, or the sale, lease or exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the assets of the Association for cash, securities or other property shall not constitute a voluntary or involuntary dissolution, liquidation or winding-up of the affairs of the Association.

(B) Voting Rights . The holders of Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock and Series J Preferred Stock will have no voting rights and will not be entitled to elect any directors, except as expressly provided by law and as provided in this Section (i)(B). Each holder of Series A Preferred Stock, each holder of Series C Preferred Stock, each holder of Series F Preferred Stock, each holder of Series G Preferred Stock, each holder of Series H Preferred Stock, each holder of Series I Preferred Stock and each holder of Series J Preferred Stock will have one vote per share on any matter in which holders of such shares are entitled to vote, including when acting by written consent.

The voting rights of the holders of Series A Preferred Stock provided in this Section (i)(B) shall not apply if, at or prior to the time when the act with respect to which such vote or consent would otherwise be required shall be effected, all outstanding shares of Series A Preferred Stock have been redeemed or called for redemption upon proper notice and sufficient funds have been set aside in accordance with Section (b)(iv)(D).

The voting rights of the holders of Series C Preferred Stock provided in this Section (i)(B) shall not apply if, at or prior to the time when the act with respect to which such vote or consent would otherwise be required shall be effected, all outstanding shares of Series C Preferred Stock have been redeemed or called for redemption upon proper notice and sufficient funds have been set aside in accordance with Section (c)(iv)(D).

The voting rights of the holders of Series F Preferred Stock provided in this Section (i)(B) shall not apply if, at or prior to the time when the act with respect to which such vote or consent would otherwise be required shall be effected, all outstanding shares of Series F Preferred Stock have been redeemed or called for redemption upon proper notice and sufficient funds have been set aside in accordance with Section (d)(iv)(D).

The voting rights of the holders of Series G Preferred Stock provided in this Section (i)(B) shall not apply if, at or prior to the time when the act with respect to which such vote or consent would otherwise be required shall be effected, all outstanding shares of Series G Preferred Stock have been redeemed or called for redemption upon proper notice and sufficient funds have been set aside in accordance with Section (e)(iv)(D).

The voting rights of the holders of Series H Preferred Stock provided in this Section (i)(B) shall not apply if, at or prior to the time when the act with respect to which such vote or consent would otherwise be required shall be effected, all outstanding shares of Series H Preferred Stock have been redeemed or called for redemption upon proper notice and sufficient funds have been set aside in accordance with Section (f)(iv)(D).

The voting rights of the holders of Series I Preferred Stock provided in this Section (i)(B) shall not apply if, at or prior to the time when the act with respect to which such vote or consent would otherwise be required shall be effected, all outstanding shares of Series I Preferred Stock have been redeemed or called for redemption upon proper notice and sufficient funds have been set aside in accordance with Section (g)(iv)(D).

The voting rights of the holders of Series J Preferred Stock provided in this Section (i)(B) shall not apply if, at or prior to the time when the act with respect to which such vote or consent would otherwise be required shall be effected, all outstanding shares of Series J Preferred Stock have been redeemed or called for redemption upon proper notice and sufficient funds have been set aside in accordance with Section (h)(iv)(D).

1. Supermajority Voting Rights – Priority . Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66 2/3% of all of the shares of Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock and any Parity Stock that is Preferred Stock at the time outstanding, voting together as a class, shall be required to issue, authorize or increase the authorized amount of, or to issue or authorize any obligation or security convertible into or evidencing the right to purchase, any additional class or series of stock ranking senior to the shares of Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock or Series J Preferred Stock, as the case may be, with respect to the payment of dividends or the distribution of assets on any liquidation, dissolution or winding-up of the affairs of the Association.

2. Supermajority Voting Rights for Series A Preferred Stock – Amendments . Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66 2/3% of all of the shares of Series A Preferred Stock at the time outstanding voting separately as a class, shall be required to authorize any amendment of the Second Amended and Restated Articles of Association or of any articles of amendment creating Series A Preferred Stock or any other series of Preferred Stock, as the case may be, whether by merger, consolidation or otherwise, so as to materially and adversely affect the powers, preferences, privileges or rights of Series A Preferred Stock, taken as a whole; provided, however, that the following shall be deemed not to materially and adversely affect any power, preference or right of Series A Preferred Stock: (A) any increase in the amount of the authorized or issued shares of Series A Preferred Stock or the amount of the authorized shares of Common Stock or Preferred Stock of the Association or the creation and issuance, or an increase in the authorized or issued amount, of any other class or series of Common Stock or other equity securities ranking equally with and/or junior to Series A Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon a liquidation, dissolution or winding-up of the affairs of the Association; (B) any change to the number of directors or classification of or number of classes of directors of the Association; and (C) the occurrence of a merger or consolidation involving the Association, so long as any of the shares of Series A Preferred Stock remain outstanding with the terms thereof materially unchanged or new shares of the surviving corporation or entity are issued with the same terms as Series A Preferred Stock, taking into account that upon the occurrence of this event the Association may not be the surviving entity.

3. Supermajority Voting Rights for Series C Preferred Stock – Amendments . Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66 2/3% of all of the shares of Series C Preferred Stock at the time outstanding voting separately as a class, shall be required to authorize any amendment of the Second Amended and Restated Articles of Association or of any articles of amendment creating Series C Preferred Stock or any other series of Preferred Stock, as the case may be, whether by merger, consolidation or otherwise, so as to materially and adversely affect the powers, preferences, privileges or rights of Series C Preferred Stock, taken as a whole; provided, however, that the following shall be deemed not to materially and adversely affect any power, preference or right of Series C Preferred Stock: (A) any increase in the amount of the authorized or issued shares of Series C Preferred Stock or the amount of the authorized shares of Common Stock or Preferred Stock of the Association or the creation and issuance, or an increase in the authorized or issued amount, of any other class or series of Common Stock or other equity securities ranking equally with and/or junior to Series C Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon a liquidation, dissolution or winding-up of the affairs of the Association; (B) any change to the number of directors or classification of or number of classes of directors of the Association; and (C) the occurrence of a merger or consolidation involving the Association, so long as any of the shares of Series C Preferred Stock remain outstanding with the terms thereof materially unchanged or new shares of the surviving corporation or entity are issued with the same terms as Series C Preferred Stock, taking into account that upon the occurrence of this event the Association may not be the surviving entity.

4. Supermajority Voting Rights for Series F Preferred Stock – Amendments . Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66 2/3% of all of the shares of Series F Preferred Stock at the time outstanding voting separately as a class, shall be required to authorize any amendment of the Second Amended and Restated Articles of Association or of any articles of amendment creating Series F Preferred Stock or any other series of Preferred Stock, as the case may be, whether by merger, consolidation or otherwise, so as to materially and adversely affect the powers, preferences, privileges or rights of Series F Preferred Stock, taken as a whole; provided, however, that the following shall be deemed not to materially and adversely affect any power, preference or right of Series F Preferred Stock: (A) any increase in the amount of the authorized or issued shares of Series F Preferred Stock or the amount of the authorized shares of Common Stock or Preferred Stock of the Association or the creation and issuance, or an increase in the authorized or issued amount, of any other class or series of Common Stock or other equity securities ranking equally with and/or junior to Series F Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon a liquidation, dissolution or winding-up of the affairs of the Association; (B) any change to the number of directors or classification of or number of classes of directors of the Association; and (C) the occurrence of a merger or consolidation involving the Association, so long as any of the shares of Series F Preferred Stock remain outstanding with the terms thereof materially unchanged or new shares of the surviving corporation or entity are issued with the same terms as Series F Preferred Stock, taking into account that upon the occurrence of this event the Association may not be the surviving entity.

5. Supermajority Voting Rights for Series G Preferred Stock – Amendments . Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66 2/3% of all of the shares of Series G Preferred Stock at the time outstanding voting separately as a class, shall be required to authorize any amendment of the Second Amended and Restated Articles of Association or of any articles of amendment creating Series G Preferred Stock or any other series of Preferred Stock, as the case may be, whether by merger, consolidation or otherwise, so as to materially and adversely affect the powers, preferences, privileges or rights of Series G Preferred Stock, taken as a whole; provided, however, that the following shall be deemed not to materially and adversely affect any power, preference or right of Series G Preferred Stock: (A) any increase in the amount of the authorized or issued shares of Series G Preferred Stock or the amount of the authorized shares of Common Stock or Preferred Stock of the Association or the creation and issuance, or an increase in the authorized or issued amount, of any other class or series of Common Stock or other equity securities ranking equally with and/or junior to Series G Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon a liquidation, dissolution or winding-up of the affairs of the Association; (B) any change to the number of directors or classification of or number of classes of directors of the Association; and (C) the occurrence of a merger or consolidation involving the Association, so long as any of the shares of Series G Preferred Stock remain outstanding with the terms thereof materially unchanged or new shares of the surviving corporation or entity are issued with the same terms as Series G Preferred Stock, taking into account that upon the occurrence of this event the Association may not be the surviving entity.

6. Supermajority Voting Rights for Series H Preferred Stock – Amendments . Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66 2/3% of all of the shares of Series H Preferred Stock at the time outstanding voting separately as a class, shall be required to authorize any amendment of the Second Amended and Restated Articles of Association or of any articles of amendment creating Series H Preferred Stock or any other series of Preferred Stock, as the case may be, whether by merger, consolidation or otherwise, so as to materially and adversely affect the powers, preferences, privileges or rights of Series H Preferred Stock, taken as a whole; provided, however, that the following shall be deemed not to materially and adversely affect any power, preference or right of Series H Preferred Stock: (A) any increase in the amount of the authorized or issued shares of Series H Preferred Stock or the amount of the authorized shares of Common Stock or Preferred Stock of the Association or the creation and issuance, or an increase in the authorized or issued amount, of any other class or series of Common Stock or other equity securities ranking equally with and/or junior to Series H Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon a liquidation, dissolution or winding-up of the affairs of the Association; (B) any change to the number of directors or classification of or number of classes of directors of the Association; and (C) the occurrence of a merger or consolidation involving the Association, so long as any of the shares of Series H Preferred Stock remain outstanding with the terms thereof materially unchanged or new shares of the surviving corporation or entity are issued with the same terms as Series H Preferred Stock, taking into account that upon the occurrence of this event the Association may not be the surviving entity.

7. Supermajority Voting Rights for Series I Preferred Stock – Amendments . Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66 2/3% of all of the shares of Series I Preferred Stock at the time outstanding voting separately as a class, shall be required to authorize any amendment of the Second Amended and Restated Articles of Association or of any articles of amendment creating Series I Preferred Stock or any other series of Preferred Stock, as the case may be, whether by merger, consolidation or otherwise, so as to materially and adversely affect the powers, preferences, privileges or rights of Series I Preferred Stock, taken as a whole; provided, however, that the following shall be deemed not to materially and adversely affect any power, preference or right of Series I Preferred Stock: (A) any increase in the amount of the authorized or issued shares of Series I Preferred Stock or the amount of the authorized shares of Common Stock or Preferred Stock of the Association or the creation and issuance, or an increase in the authorized or issued amount, of any other class or series of Common Stock or other equity securities ranking equally with and/or junior to Series I Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon a liquidation, dissolution or winding-up of the affairs of the Association; (B) any change to the number of directors or classification of or number of classes of directors of the Association; and (C) the occurrence of a merger or consolidation involving the Association, so long as any of the shares of Series I Preferred Stock remain outstanding with the terms thereof materially unchanged or new shares of the surviving corporation or entity are issued with the same terms as Series I Preferred Stock, taking into account that upon the occurrence of this event the Association may not be the surviving entity.

8. Supermajority Voting Rights for Series J Preferred Stock – Amendments . Unless the vote or consent of the holders of a greater number of shares shall then be required by law, the affirmative vote or consent of the holders of at least 66 2/3% of all of the shares of Series J Preferred Stock at the time outstanding voting separately as a class, shall be required to authorize any amendment of the Second Amended and Restated Articles of Association or of any articles of amendment creating Series J Preferred Stock or any other series of Preferred Stock, as the case may be, whether by merger, consolidation or otherwise, so as to materially and adversely affect the powers, preferences, privileges or rights of Series J Preferred Stock, taken as a whole; provided, however, that the following shall be deemed not to materially and adversely affect any power, preference or right of Series J Preferred Stock: (A) any increase in the amount of the authorized or issued shares of Series J Preferred Stock or the amount of the authorized shares of Common Stock or Preferred Stock of the Association or the creation and issuance, or an increase in the authorized or issued amount, of any other class or series of Common Stock or other equity securities ranking equally with and/or junior to Series J Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon a liquidation, dissolution or winding-up of the affairs of the Association; (B) any change to the number of directors or classification of or number of classes of directors of the Association; and (C) the occurrence of a merger or consolidation involving the Association, so long as any of the shares of Series J Preferred Stock remain outstanding with the terms thereof materially unchanged or new shares of the surviving corporation or entity are issued with the same terms as Series J Preferred Stock, taking into account that upon the occurrence of this event the Association may not be the surviving entity.

9. Special Voting Right .

Voting Right . If and whenever dividends on Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock, Series J Preferred Stock or any other class or series of Voting Parity Stock have not been declared and paid in an aggregate amount at least equal as to any such class or series to the amount of dividends payable on such class and series at its respective stated dividend rate for a period of six quarterly dividend periods, whether or not for consecutive dividend periods (a “ Nonpayment ”), the number of directors then constituting the Board of Directors shall be increased by two and the Holders of all classes and series of any Voting Parity Stock as to which a Nonpayment exists (including, if applicable, Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock or Series J Preferred Stock) will be entitled to vote together as a single class for the election of the two additional members of the Association’s Board of Directors (the “ Preferred Directors ”); provided that the election of such Preferred Directors must not cause the Association to violate any law of the United States or the implementing regulations and guidelines of the OCC, the listing standards of the Nasdaq Stock Market (or other exchange on which the Association’s securities may be listed) or the rules and regulations of any other regulatory or self-regulatory body. At no time will the Association’s Board of Directors include more than two Preferred Directors.

Election . The election of the Preferred Directors will take place at any annual meeting of shareholders or any special meeting of the holders of Voting Parity Stock with respect to which a Nonpayment exists (including, if applicable, Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock or Series J Preferred Stock), called as provided herein. In the event of a Nonpayment, the Secretary of the Association, upon the written request of any holder of record of at least 20% of the outstanding shares of any Voting Parity Stock with respect to which a Nonpayment exists (including, if applicable, Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock or Series J Preferred Stock) addressed to the Secretary at the Association’s principal office, must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the shareholders, in which event such election shall be held at such next annual or special meeting of shareholders), call a special meeting of the holders of all Voting Parity Stock with respect to which a Nonpayment exists for the election of the Preferred Directors to be elected by them as provided in Section (i)(B)(9)(c) below. So long as the voting rights granted pursuant to Section (i)(B)(9)(a) have not ceased, holders of any and all Voting Parity Stock with respect to which a Nonpayment exists (including, if applicable, Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock or Series J Preferred Stock), voting together as a single class, will continue to elect such directors at each subsequent annual meeting. The Preferred Directors shall each be entitled to one vote per director on any matter.

Notice for Special Meeting . Notice for a special meeting will be given in a similar manner to that provided in the Association’s Bylaws for a special meeting of the shareholders. If the Secretary of the Association does not call a special meeting within 20 days after receipt of any such request, then any holder of Series A Preferred Stock, any holder of Series C Preferred Stock, any holder of Series F Preferred Stock, any holder of Series G Preferred Stock, any holder of Series H Preferred Stock, any holder of Series I Preferred Stock or any holder of Series J Preferred Stock may (at the Association’s expense) call such meeting, upon notice as provided in this Section (i)(B)(9)(c), and for that purpose will have access to the stock register of the Association. The Preferred Directors elected at any such special meeting will hold office until the next annual meeting of the Association’s shareholders unless they have been previously terminated or removed pursuant to Section (i)(B)(9)(d).

Termination; Removal; Vacancy . If and when full dividends have been paid for at least four quarterly dividend periods following a Nonpayment on any class or series of Voting Parity Stock with respect to which a Nonpayment exists or existed, the voting right granted pursuant to Section (i)(B)(9)(a) will cease with respect to that class or series (subject to revesting in the event of each subsequent Nonpayment). If and when full dividends have been paid for at least four quarterly dividend periods on all classes and series of Voting Parity Stock as to which a Nonpayment exists or existed, the terms of office of the Preferred Directors will immediately terminate and the number of directors constituting the Board of Directors will be automatically decreased by two. Any Preferred Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of all classes and series of Voting Parity Stock with respect to which a Nonpayment then exists voting together as a single class. So long as the voting rights granted pursuant to Section (i)(B)(9)(a) remain in effect, any vacancy in the office of a Preferred Director (other than prior to the initial election of the Preferred Directors) may be filled by the written consent of the Preferred Director remaining in office or, if none remains in office, by the vote or consent of the holders of record of a majority of the outstanding shares of all classes and series of Voting Parity Stock with respect to which a Nonpayment then exists voting together as a single class, with the successor to serve until the next annual meeting of shareholders.

(C) Conversion; Exchange . The holders of Series A Preferred Stock, the holders of Series C Preferred Stock, the holders of Series F Preferred Stock, the holders of Series G Preferred Stock, the holders of Series H Preferred Stock, the holders of Series I Preferred Stock and the holders of Series J Preferred Stock shall not have any rights to convert such Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock or Series J Preferred Stock, respectively, into, or exchange such Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock or Series J Preferred Stock for, shares of any other class of capital stock of the Association.

(D) Other Issuances . Notwithstanding anything set forth in the Second Amended and Restated Articles of Association establishing the rights and preferences of Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock or Series J Preferred Stock to the contrary, the Board of Directors, or any authorized committee of the Board of Directors, without the vote or consent of the holders of Series A Preferred Stock, the holders of Series C Preferred Stock, the holders of Series F Preferred Stock, the holders of Series G Preferred Stock, the holders of Series H Preferred Stock, the holders of Series I Preferred Stock or the holders of Series J Preferred Stock, may authorize and issue additional shares of Junior Stock, Parity Stock or, subject to the voting rights granted in Section (i)(B), any class of securities ranking senior to Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock or Series J Preferred Stock as to the payment of dividends and the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of the Association.

(E) Repurchase . Subject to applicable regulatory approval and the limitations imposed herein, the Association may purchase and sell Series A Preferred Stock, Series C Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock and Series J Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors or any duly authorized committee of the Board of Directors may determine; provided, however, that the Association shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Association is, or by such purchase would be, rendered undercapitalized, as that term is used in 12 CFR 6.4 or its successor provision.

(F) Unissued or Reacquired Shares . Shares of Series A Preferred Stock, shares of Series C Preferred Stock, shares of Series F Preferred Stock, shares of Series G Preferred Stock, shares of Series H Preferred Stock, shares of Series I Preferred Stock and shares of Series J Preferred Stock not issued or which have been issued and converted, redeemed or otherwise purchased or acquired by the Association shall be restored to the status of authorized but unissued shares of Preferred Stock without designation as to series.

(G) No Sinking Fund . Shares of Series A Preferred Stock, shares of Series C Preferred Stock, shares of Series F Preferred Stock, shares of Series G Preferred Stock, shares of Series H Preferred Stock, shares of Series I Preferred Stock and shares of Series J Preferred Stock are not subject to the operation of a sinking fund.

5. The Board of Directors shall consist of not less than five nor more than 25 persons, unless the OCC has exempted the Association from the 25-member limit. The number of directors will be determined in the manner set forth by the Bylaws.

Except with respect to any director who may be elected solely by the holders of any class or series of Preferred Stock, directors will be elected annually for terms of one year and will hold office until the next succeeding annual meeting. In all cases, directors will hold office until their respective successors are elected by the shareholders and have been qualified. Directors who may be elected solely by the holders of any classes or series of Preferred Stock will serve for such term or terms and under such other provisions as are specified under Article FOURTH.

A director may be removed at any time, but only by the affirmative vote of the holders of two-thirds of the issued and outstanding shares then entitled to vote at an election of directors.

6. A majority of the members of the Board of Directors will be necessary and sufficient to constitute a quorum. The Board of Directors shall appoint one of its members president of this Association and one of its members chairperson of the Board of Directors and shall appoint a secretary who shall keep minutes of the directors and shareholders meetings and be responsible for authenticating the records of the Association, and such other officers and employees as may be required to transact the business and exercise the corporate powers of this Association.

The general management of the Association will rest with the Board of Directors, which may adopt such Bylaws as they deem proper, not inconsistent with these Articles or applicable law, and may appoint such committees and agents for the carrying out of the work of the Association as they deem for the best interests of the Association, and may invest such committees and agents with such powers in the management of the Association as the Board of Directors may deem for the best interests of the Association. The Board of Directors will have the power and authority to appoint and dismiss management, prescribe the duties of the officers of the Association, fix their salaries and generally conduct, control and regulate the Association’s business and its affairs.

7. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the Board of Directors may designate on such day as determined by the Board of Directors.

In all elections of directors, each holder of Common Stock shall have the right to vote, in person or by proxy, each share of Common Stock owned by him for as many persons as there are directorships to be voted. There will be no right of cumulative voting for the election of directors. On all other questions, each holder of Common Stock shall be entitled to one vote for each share of Common Stock owned.

The Board of Directors, or any one or more shareholders owning, in the aggregate, not less than 51 percent of the votes entitled to be cast on any issue proposed to be considered at the meeting, may call a special meeting of shareholders at any time.

8. Approval of Related Person Transactions . In addition to the requirements of the provisions of any series of preferred stock which may be outstanding, and whether or not a vote of the shareholders is otherwise required, the affirmative vote of the holders of not less than 80% of the voting power of the Voting Stock shall be required for the approval or authorization of any Business Transaction with a Related Person, or any interest (other than only a proportionate interest as a shareholder of the Association); provided, however, that the 80% voting requirement shall not be applicable if (a) the Business Transaction is Duly Approved by the Continuing Directors, or (b) all of the following conditions are satisfied:

(a) The Business Transaction is a merger or consolidation or sale of substantially all of the assets of the Association, and the aggregate amount of cash and the fair market value of the property, securities or other consideration to be received per share (on the date of effectiveness of such merger or consolidation or the date of distribution to shareholders of the Association of the proceeds from such sale of assets) by holders of Common Stock of the Association (other than such Related Person) in connection with such Business Transaction is at least equal in value to such Related Person’s Highest Common Stock Purchase Price;

(b) After such Related Person has become the Beneficial Owner of not less than 15% of the voting power of the Voting Stock and prior to the consummation of such Business Transaction, such Related Person shall not have become the Beneficial Owner of any additional shares of Voting Stock or securities convertible into Voting Stock, except (1) as a part of the transaction which resulted in such Related Person becoming the Beneficial Owner of not less than 10% of the voting power of the Voting Stock or (2) as a result of a pro rata stock dividend or stock split; and

(c) Prior to the consummation of such Business Transaction, such Related Person shall not have, directly or indirectly, (1) received the benefit (other than only a proportionate benefit as a shareholder of the Association) of any loans, advances, guarantees, pledges or other financial assistance or tax credits provided by the Association or any of its subsidiaries, (2) caused any material change in the Association’s business or equity capital structure, including, without limitation, the issuance of shares of capital stock of the Association or (3) except as Duly Approved by the Continuing Directors, caused the Association to fail to declare and pay quarterly cash dividends on the outstanding Common Stock on a per share basis at least equal to the cash dividends being paid thereon by the Association immediately prior to the date on which the Related Person became a Related Person.

(d) Definitions . For the purpose of this Article EIGHTH:

(i) The term “ Business Transaction ” shall mean (1) any merger or consolidation involving the Association or a subsidiary of the Association, (2) any sale, lease, exchange, transfer or other disposition (in one transaction or a series of related transactions), including, without limitation, a mortgage or any other security device, of all or any Substantial Part of the assets either of the Association or of a subsidiary of the Association, (3) any sale, lease, exchange, transfer or other disposition (in one transaction or a series of related transactions) of all or any Substantial Part of the assets of an entity to the Association or a subsidiary of the Association, (4) the issuance, sale, exchange or other disposition (in one transaction or a series of related transactions) by the Association or a subsidiary of the Association of any securities of the Association or any subsidiary of the Association having an aggregate fair market value of $5,000,000 or more, (5) any recapitalization or reclassification of the securities of the Association (including, without limitation, any reverse stock split) or other transaction that would have the effect of increasing the voting power of a Related Person or reducing the number of shares of each class of Voting Securities outstanding, (6) any liquidation, spinoff, split-off, split-up or dissolution of the Association, and (7) any agreement, contract or other arrangement providing for any of the transactions described in this definition of Business Transaction.

(ii) The term “ Related Person ” shall mean and include (1) any individual, corporation, partnership, group, association or other person or entity which, together with its Affiliates and Associates, is the Beneficial Owner of not less than 10% of the voting power of the Voting Stock or was the Beneficial Owner of not less than 10% of the voting power of the Voting Stock (a) at the time the definitive agreement providing for the Business Transaction (including any amendment thereof) was entered into, (b) at the time a resolution approving the Business Transaction was adopted by the Board of Directors or (c) as of the record date for the determination of shareholders entitled to notice of and to vote on, or consent to, the Business Transaction, and (2) any Affiliate or Associate of any such individual, corporation, partnership, group, association or other person or entity; provided, however, and notwithstanding anything in the foregoing to the contrary, the term “Related Person” shall not include the Association, a wholly owned subsidiary of the Association, any employee stock ownership or other employee benefit plan of the Association or any wholly owned subsidiary of the Association, or any trustee of, or fiduciary with respect to, any such plan when acting in such capacity.

(iii) The term “ Beneficial Owner ” shall be defined by reference to Rule 13d-3 under the Securities Exchange Act of 1934, as in effect on February 21, 1986; provided, however, that any individual, corporation, partnership, group, association or other person or entity which has the right to acquire any Voting Stock at any time in the future, whether such right is contingent or absolute, pursuant to any agreement, arrangement or understanding or upon exercise of conversion rights, warrants or options, or otherwise, shall be deemed the Beneficial Owner of such Voting Stock.

(iv) The term “ Highest Common Stock Purchase Price ” shall mean the highest amount of consideration paid by such Related Person for a share of common stock of the Association (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) in the transaction which resulted in such Related Person becoming a Related Person or within one year prior to the date such Related Person became a Related Person, whichever is higher; provided, however, that the Highest Common Stock Purchase Price shall be appropriately adjusted to reflect the occurrence of any reclassification, recapitalization, stock split, reverse stock split or other similar corporate readjustment in the number of outstanding shares of Common Stock of the Association between the last date upon which such Related Person paid the Highest Common Stock Purchase Price to the effective date of the merger or consolidation or the date of distribution to shareholders of the Association of the proceeds from the sale of substantially all of the assets of the Association referred to in Article EIGHTH, Section (a).

(v) The term “ Substantial Part ” shall mean more than 20% of the fair market value of the total assets of the entity in question, as reflected on the most recent consolidated balance sheet of such entity at the time the shareholders of the Association would be required to approve or authorize the Business Transaction involving the assets constituting any such Substantial Part.

(vi) In the event of a merger in which the Association is the surviving entity for the purpose of Article EIGHTH, Section (a), the phrase “property, securities or other consideration to be received” shall include, without limitation, Common Stock of the Association retained by its shareholders (other than such Related Person).

(vii) The term “ Voting Stock ” shall mean all outstanding shares of capital stock of the Association entitled to vote generally in the election of directors, considered for the purpose of this Article EIGHTH as one class.

(viii) The term “ Continuing Director ” shall mean a director who either was a member of the Board of Directors on February 21, 1986, or who became a director of the Association subsequent to such date and whose election, or nomination for election by the Association’s shareholders, was Duly Approved by the Continuing Directors then on the Board, either by a specific vote or by approval of the proxy statement issued by the Association on behalf of the Board of Directors in which such person is named as nominee for director; provided, however, that in no event shall a director be considered a “Continuing Director” if such director is a Related Person and the Business Transaction to be voted upon is with such Related Person or is one in which such Related Person has an interest (other than only a proportionate interest as a shareholder of the Association).

(ix) The term “ Duly Approved by the Continuing Directors ” shall mean an action approved by the vote of at least a majority of the Continuing Directors then on the Board, except, if the votes of such Continuing Directors in favor of such action would be insufficient to constitute an act of the Board of Directors if a vote by all of its members were to have been taken, then such term shall mean an action approved by the unanimous vote of the Continuing Directors so long as there are at least three Continuing Directors on the Board at the time of such unanimous vote.

(x) The term “ Affiliate ,” used to indicate a relationship to a specified person, shall mean a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified person.

(xi) The term “ Associate ,” used to indicate a relationship with a specified person, shall mean (1) any corporation, partnership or other organization of which such specified person is an officer or partner; (2) any trust or other estate in which such specified person has a substantial beneficial interest or as to which such specified person serves as trustee or in a similar fiduciary capacity; (3) any relative or spouse of such specified person, or any relative of such spouse, who has the same home as such specified person or who is a director or officer of the Association or any of its subsidiaries; and (4) any person who is a director, officer or partner of such specified person or of any corporation (other than the Association or any wholly owned subsidiary of the Association), partnership or other entity which is an Affiliate of such specified person.

(e) For the purpose of this Article EIGHTH, so long as Continuing Directors constitute at least two-thirds of the entire Board of Directors, the Board of Directors shall have the power to make a good faith determination, on the basis of information known to them, of: (1) the number of shares of Voting Stock of which any person is the Beneficial Owner, (2) whether a person is a Related Person or is an Affiliate or Associate of another, (3) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in the definition of Beneficial Owner herein, (4) whether the assets subject to any Business Transaction constitute a Substantial Part, (5) whether any Business Transaction is with a Related Person or is one in which a Related Person has an interest (other than only a proportionate interest as a shareholder of the Association), (6) whether a Related Person has, directly or indirectly, received the benefit or caused any of the changes or failure to pay dividends referred to in Article EIGHTH, Section (c), and (7) such other matters with respect to which a determination is required under this Article EIGHTH; and such determination by the Board of Directors shall be conclusive and binding for all purposes of this Article EIGHTH.

(f) Nothing contained in this Article EIGHTH shall be construed to relieve any Related Person of any fiduciary obligation imposed by law.

(g) The fact that any Business Transaction complies with the provisions of Article EIGHTH, Sections (a)-(c) shall not be construed to impose any fiduciary duty, obligation or responsibility on the Board of Directors, or any member thereof, to approve such Business Transaction or recommend its adoption or approval to the shareholders of the Association.

(h) Notwithstanding any other provisions of the Second Amended and Restated Articles of Association or the Bylaws of the Association (and notwithstanding that a lesser percentage may be specified by law), the provisions of this Article EIGHTH may not be repealed or amended in any respect, unless such action is approved by the affirmative vote of the holders of not less than 80% of the Voting Stock.

9. The Association shall, to the maximum extent permitted by law, eliminate or limit the liability of directors to the Association or to its shareholders for monetary damages for any action taken or any failure to take action as a director, by an amendment to its Articles of Association, or by the adoption of a bylaw or resolution approved by the same percentage of shareholders as would be required to approve an amendment to the Articles of Association to include such provision. No such provision may eliminate or limit the liability of a director for:

(a) the amount of a financial benefit received by a director to which the director is not entitled;

(b) an intentional infliction of harm on the Association or the shareholders;

(d) an intentional violation of criminal law; or

(e) liability for any act or omission occurring prior to the date such a provision becomes effective.

10. These Articles may be amended, altered, changed, or repealed in any manner prescribed by the National Bank Act; provided, however, an affirmative vote of two-thirds of the outstanding and issued shares entitled by statute to vote will be required to amend, alter, change or repeal the third paragraph of Article FIFTH, or any provision of Article SIXTH or Article TENTH or any other provision of these Articles if the amendment, alteration, change or repeal would: (a) restrict, limit or alter the power or authority of the Board of Directors or any other officer or agent of the Association; (b) vest any powers of the Association in any other officer or agent other than the Board of Directors, or officers and agents appointed by or under the authority of the Board of Directors; (c) require the approval of any shareholders in order for the Board of Directors or any officer or agent to take any action; or (d) change the number of directors, the quorum requirements for any meeting of the Board of Directors, the vote by which it must act in connection with any matter, the manner of calling or conducting meetings of directors, or the place of such meetings.

The undersigned does hereby acknowledge, under penalties of perjury, that this document is the act and deed of the Association, and that the facts herein stated are true.

DATED this 19th day of September, 2018.

ZIONS BANCORPORATION, NATIONAL ASSOCIATION

By: /s/ Thomas E. Laursen


Name:	Thomas E. Laursen


Title:	Executive Vice President, General Counsel and Secretary

-1-

Exhibit 3.2

AMENDED AND RESTATED

BYLAWS

ZIONS BANCORPORATION, NATIONAL ASSOCIATION

SEPTEMBER 30, 2018

INDEX TO AMENDED AND RESTATED BYLAWS

ZIONS BANCORPORATION, NATIONAL ASSOCIATION

Table of Contents

Page

ARTICLE I Offices; Governance Procedures 1


Section 1.01	Business Offices 1


Section 1.02	Principal Office 1


Section 1.03	Governance Procedures 1

ARTICLE II Shareholders 1


Section 2.01	Annual Meeting 1


Section 2.02	Special Meetings 1


Section 2.03	Place of Meetings 1


Section 2.04	Notice of Meetings 1


Section 2.05	Fixing of Record Date 2


Section 2.06	Shareholder List for Meetings 3


Section 2.07	Shareholder Quorum and Voting Requirements 3


Section 2.08	Increasing Quorum or Voting Requirements 4


Section 2.09	Proxies 4


Section 2.10	Voting of Shares 4


Section 2.11	Association’s Acceptance of Votes 5


Section 2.12	Meetings by Telecommunication 6


Section 2.13	Voting Trusts and Agreements 6


Section 2.14	Voting for Directors 6


Section 2.15	Maintenance of Records and Shareholder Inspection Rights 6


Section 2.16	Financial Statements and Share Information 7


Section 2.17	[Reserved.] 7


Section 2.18	Shares Held by Nominees 8


Section 2.19	Advance Notice of Shareholder Nominees for Director and Other Shareholder Proposals 8

ARTICLE III Board of Directors 10


Section 3.01	General Powers 10


Section 3.02	Qualifications 10


Section 3.03	Number and Tenure 10


Section 3.04	Resignation 11


Section 3.05	Removal 11


Section 3.06	Vacancies 11


Section 3.07	Regular Meetings 12


Section 3.08	Special Meetings 12


Section 3.09	Place of Meetings - Meetings by Telephone 12


Section 3.10	Notice of Meetings 12


Section 3.11	Waiver of Notice 12


Section 3.12	Quorum and Manner of Acting 12


Section 3.13	Action Without a Meeting 13


Section 3.14	Altering Quorum or Voting Requirements 13


Section 3.15	Compensation 14


Section 3.16	Committees 14


Section 3.17	Standards of Conduct 15


Section 3.18	Limitation of Liability 15

ARTICLE IV Executive Committee 15


Section 4.01	Appointment 15


Section 4.02	Authority 15


Section 4.03	Tenure and Qualifications 15


Section 4.04	Meetings 16


Section 4.05	Quorum and Manner of Acting 16


Section 4.06	Action Without a Meeting 16


Section 4.07	Vacancies 16


Section 4.08	Resignations and Removal 16


Section 4.09	Procedure 16

ARTICLE V Officers 16


Section 5.01	Number and Qualifications 16


Section 5.02	Appointment and Term of Office 17


Section 5.03	Removal and Resignation of Officers 17


Section 5.04	Authority and Duties 17


Section 5.05	Surety Bonds 19


Section 5.06	Compensation 19

ARTICLE VI Trust Department 20


Section 6.01	Trust Department 20


Section 6.02	Senior Trust Officers 20


Section 6.03	Trust Department Files 20


Section 6.04	Trust Investments 20


Section 6.05	Audits of the Trust Department 20

ARTICLE VII Stock 20


Section 7.01	Certificates for Shares; Shares Without Certificates 20


Section 7.02	Restrictions on Transfer of Shares Permitted 22


Section 7.03	Acquisition of Shares by the Association 22

ARTICLE VIII Indemnification 22


Section 8.01	Indemnification 22


Section 8.02	Banking Agency Proceedings or Actions 22


Section 8.03	Certain Restrictions on Indemnification 23


Section 8.04	Mandatory Indemnification 23


Section 8.05	Determination 23


Section 8.06	General Indemnification 23


Section 8.07	Advances 23


Section 8.08	Scope of Indemnification 24


Section 8.09	Insurance 24


Section 8.10	Reliance Upon Corporate Records 24


Section 8.11	Other Rights and Remedies 24


Section 8.12	Severability 24

ARTICLE IX Amendments to Bylaws 24


Section 9.01	Authority to Amend 24

ARTICLE X Miscellaneous 25


Section 10.01	Corporate Seal 25


Section 10.02	Fiscal Year 25


Section 10.03	Execution of Instruments 25

Article I
Offices; Governance Procedures

Section 1.01 Business Offices. Zions Bancorporation, National Association (the “Association”) may have such offices, either within or outside Utah, as the board of directors of the Association (the “Board of Directors”) may from time to time determine or as the business of the Association may from time to time require.

Section 1.02 Principal Office. The principal office of the Association shall be located at any place either within or outside Utah. The Association shall maintain at its principal office a copy of such corporate records as required by applicable law and Section 2.16 of these Bylaws.

Section 1.03 Governance Procedures. The Association elects to follow, to the extent not inconsistent with applicable Federal banking statutes or regulations, or bank safety and soundness, the corporate governance procedures of Utah, the state in which the main office of the Association is located.

ARTICLE II
Shareholders

Section 2.01 Annual Meeting. The annual meeting of the shareholders shall be held each year on a date and at a time and place designated by the Board of Directors. In the absence of such designation, the annual meeting of shareholders shall be held at 10:00 a.m. on the last Tuesday during the month of April at the Association’s headquarters. If the day fixed for the annual meeting is a legal holiday in Utah, then the meeting shall be held at the same time and place on the next succeeding banking day. At the meeting, directors shall be elected and any other proper business may be transacted. If the election of directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a meeting of the shareholders as soon thereafter as may be convenient. Failure to hold an annual meeting as required by these Bylaws shall not affect the validity of any corporate action or work a forfeiture or dissolution of the Association.

Section 2.02 Special Meetings . The Board of Directors, or any one or more shareholders owning, in the aggregate, not less than 51 percent of the votes entitled to be cast on any issue proposed to be considered at the meeting, may call a special meeting of shareholders at any time.

Section 2.03 Place of Meetings. Each annual or special meeting of the shareholders shall be held at such place, either within or outside Utah, as may be designated by the Board of Directors. In the absence of any such designation, meetings shall be held at the principal office of the Association.

Section 2.04 Notice of Meetings.

(a) Required Notice . The Association shall give notice to shareholders of the date, time, and place of each annual and special meeting of the shareholders no fewer than ten (10) nor more than sixty (60) days before the meeting date, by first class mail or email, unless the Office of the Comptroller of the Currency (the “OCC”) determines that an emergency circumstance exists. Unless otherwise required by law or the Association’s Second Amended and Restated Articles of Association (the “Articles of Association”), the Association is required to give the notice only to shareholders entitled to vote at the meeting. The notice requirement will be excused under certain circumstances with respect to shareholders whose whereabouts are unknown.

(b) Contents of Notice . The notice of each special meeting must include a description of the purpose or purposes for which the meeting is called. Except as provided in this Section 2.04(b), or as otherwise required by applicable law, or the Articles of Association, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.

If a purpose of any shareholder meeting is to consider: (1) a proposed amendment to the Articles of Association; (2) a plan of merger or share exchange; (3) the sale, lease, exchange or other disposition of all, or substantially all, of the Association’s property; (4) the dissolution of the Association; or (5) the removal of a director, the notice must so state and be accompanied by a copy or summary of the transaction documents.

(c) Adjourned Meeting . If any annual or special meeting of shareholders is adjourned to a different date, time or place, then, subject to the requirements of the following sentence, notice need not be given of the new date, time and place if the new date, time and place are announced at the meeting before adjournment. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date for the adjourned meeting is or must be fixed under Section 2.05 of these Bylaws, notice of the adjourned meeting must be given pursuant to the requirements of paragraph 2.04(a) of these Bylaws to shareholders of record entitled to vote at the meeting.

Section 2.05 Fixing of Record Date. For the purpose of determining shareholders of any voting group entitled to: (i) notice of or to vote at any meeting of shareholders or any adjournment thereof; (ii) take action without a meeting; (iii) demand a special meeting; (iv) receive payment of any distribution or share dividend; or (v) take any other action, the Board of Directors may fix in advance a date as the record date for one or more voting groups in reasonable proximity to the date that notice is given to such shareholders. If no record date is otherwise fixed by the Board of Directors as provided herein, then the record date for the purposes set forth below shall be the close of business on the dates indicated:

(a) With respect to a determination of shareholders entitled to notice of and to vote at an annual or special meeting of shareholders, the day before the first notice is delivered to shareholders;

(b) With respect to a determination of shareholders entitled to demand a special meeting of shareholders, the later of (i) the earliest date of any of the demands pursuant to which the meeting is called, and (ii) the date that is sixty days prior to the date the first of the written demands pursuant to which the meeting is called is received by the Association;

(c) With respect to a determination of shareholders entitled to a share dividend, the date the Board of Directors authorizes the share dividend; and

(d) With respect to a determination of shareholders entitled to a distribution (other than one involving a purchase or reacquisition of shares for which no record date is necessary), the date the Board of Directors authorizes the distribution.

A determination of shareholders entitled to notice of or to vote at any meeting of shareholders is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

Section 2.06 Shareholder List for Meetings. The officer or agent having charge of the stock transfer books for shares of the Association shall prepare a list of the names of all shareholders entitled to be given notice of, and to vote at, each meeting of shareholders. The list must be arranged by voting group and within each voting group by class or series of shares. The list must be in alphabetical order within each class or series of shares and must show the address of, and the number of shares held by, each shareholder. The shareholder list must be available for inspection by any shareholder, beginning on the earlier of (i) ten days before the meeting for which the list was prepared, or (ii) two banking days after notice of the meeting is given, and continuing through the meeting and any adjournments thereof. The list must be available at the Association’s principal office or at a place identified in the meeting notice in the city where the meeting is to be held. A shareholder or a shareholder’s agent or attorney is entitled, on written demand to the Association, to inspect and copy the list during regular business hours during the period it is available for inspection. The list is to be available at the meeting for which it was prepared, and any shareholder or any shareholder’s agent or attorney is entitled to inspect the list at any time during the meeting for any purpose germane to the meeting. The shareholder list is to be maintained in written form or in another form capable of conversion into written form within a reasonable time.

Section 2.07 Shareholder Quorum and Voting Requirements. If the Articles of Association or applicable law provides for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group.

Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of such shares exists with respect to that matter. Unless the Articles of Association, a bylaw adopted pursuant to Section 2.08 hereof or applicable law provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that group for action on that matter.

If the Articles of Association or applicable law provides for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately. One voting group may vote on a matter even though another voting group entitled to vote on the matter has not voted.

Once a share is represented for any purpose at a meeting, including the purpose of determining that a quorum exists, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of the meeting, unless a new record date is or must be set for the adjourned meeting.

If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action, unless the Articles of Association, a bylaw adopted pursuant to Section 2.08 hereof or applicable law requires a greater number of affirmative votes.

Section 2.08 Increasing Quorum or Voting Requirements. The Articles of Association may provide for a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by applicable law. An amendment to the Articles of Association that changes or deletes a greater quorum or voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect. If authorized by the Articles of Association, the shareholders may adopt, amend, or repeal a bylaw that fixes a greater quorum or voting requirement for shareholders, or voting groups of shareholders.

Section 2.09 Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy. A shareholder may appoint a proxy by signing an appointment form, either personally or by the shareholder’s attorney-in-fact, or by any of the other means permitted under applicable law. A proxy appointment is valid for eleven months unless a longer period is expressly provided in the appointment form. Any person or group of persons, except the Association’s officers, clerks, tellers, or bookkeepers, may be designated as proxy. The Association’s directors or attorneys may act as proxy if they are not also employed as an officer, clerk, teller or bookkeeper of the Association.

Section 2.10 Voting of Shares. Unless otherwise provided in the Articles of Association or other applicable law, each outstanding share, regardless of class, is entitled to one vote, and each fractional share is entitled to a corresponding fractional vote, on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote.

Except as otherwise provided by specific court order, shares of this Association are not entitled to be voted or to be counted in determining the total number of outstanding shares eligible to be voted if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and this Association owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation. Notwithstanding the foregoing, in the election of directors, shares of this Association held by this Association as sole trustee, whether registered in its own name as such trustee or in the name of its nominee, are entitled to be voted and be counted by the registered owner if, under the terms of the trust, the manner in which such shares shall be voted may be determined by a donor or beneficiary of the trust and such donor or beneficiary actually directs how such shares shall be voted, and shares of this Association held by this Association and one or more persons as trustees may be voted by such other person or persons, as trustees, in the same manner as if he or they were the sole trustee; but no officer, clerk, teller, or bookkeeper of this Association shall act as proxy; and no shareholder whose liability is past due and unpaid shall be allowed to vote. Redeemable shares are not entitled to be voted after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.

Section 2.11 Association’s Acceptance of Votes. If the name signed on a vote, consent, waiver, proxy appointment, or proxy appointment revocation corresponds to the name of a shareholder, the Association, if acting in good faith, is entitled to accept the vote, consent, waiver, proxy appointment, or proxy appointment revocation and give it effect as the act of the shareholder.

If the name signed on a vote, consent, waiver, proxy appointment, or proxy appointment revocation does not correspond to the name of a shareholder, the Association, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, proxy appointment, or proxy appointment revocation and give it effect as the act of the shareholder if:

(a) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity;

(b) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the Association requests, evidence of fiduciary status acceptable to the Association has been presented with respect to the vote, consent, waiver, proxy appointment, or proxy appointment revocation;

(c) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Association requests, evidence of this status acceptable to the Association has been presented with respect to the vote, consent, waiver, proxy appointment, or proxy appointment revocation;

(d) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the Association requests, evidence acceptable to the Association of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, proxy appointment, or proxy appointment revocation;

(e) two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-tenants or fiduciaries and the person signing appears to be acting on behalf of all co-tenants or fiduciaries; or

(f) the acceptance of the vote, consent, waiver, proxy appointment, or proxy appointment revocation is otherwise proper under rules established by the Association that are not inconsistent with applicable law.

If shares are registered in the names of two or more persons, whether fiduciaries, members of a partnership, co-tenants, husband and wife as community property, voting trustees, persons entitled to vote under a shareholder voting agreement or otherwise, or if two or more persons, including proxyholders, have the same fiduciary relationship respecting the same shares, then unless the Secretary (as defined below) of the Association or other officer or agent entitled to tabulate votes is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the effects set forth by applicable law.

The Association is entitled to reject a vote, consent, waiver, proxy appointment, or proxy appointment revocation if the Secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

The Association and its officer or agent who accepts or rejects a vote, consent, waiver, proxy appointment, or proxy appointment revocation in good faith and in accordance with applicable law are not liable in damages to the shareholder for the consequences of the acceptance or rejection.

Corporate action based on the acceptance or rejection of a vote, consent, waiver, proxy appointment, or proxy appointment revocation under this section and applicable law is valid unless a court of competent jurisdiction determines otherwise.

Section 2.12 Meetings by Telecommunication. Unless otherwise provided in these Bylaws, any or all of the shareholders may participate in an annual or special meeting of shareholders by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting can hear each other during the meeting. A shareholder participating in a meeting by this means is considered to be present in person at the meeting.

Section 2.13 Voting Trusts and Agreements. Voting trusts and agreements may be entered into among the shareholders in compliance with applicable law.

Section 2.14 Voting for Directors. In all elections of directors, each shareholder entitled to vote shall have the right to vote, in person or by proxy, each share owned by him for as many persons as there are directorships to be voted on. There will be no right of cumulative voting. On all other questions, each common shareholder shall be entitled to one vote for each common share owned. Unless otherwise provided in the Articles of Association, directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election, at a meeting of shareholders at which a quorum is present.

Section 2.15 Maintenance of Records and Shareholder Inspection Rights.

(a) Corporate Records . The Association shall keep as permanent records minutes of all meetings of its shareholders and Board of Directors, a record of all actions taken by the shareholders or Board of Directors without a meeting, a record of all actions taken on behalf of the Association by a committee of the Board of Directors in place of the Board of Directors, and a record of all waivers of notices of meetings of shareholders, meetings of the Board of Directors, or any meetings of committees of the Board of Directors. The Association shall also maintain appropriate accounting and shareholder records as required by applicable law. The Association shall keep at its principal office those corporate records and documents listed in the following paragraph.

(b) Inspection Rights of Records Required at Principal Office . A shareholder or director of the Association (or such person’s agent or attorney) who gives the Association written notice of the demand at least five banking days before the proposed inspection date, has the right to inspect and copy, during regular business hours, any of the following records, all of which the Association is required to keep at its principal office:


(i)	its Articles of Association as then in effect;


(ii)	its Bylaws as then in effect;


(iii)	the minutes of all shareholders’ meetings, and records of all actions taken by shareholders without a meeting, for the past three years;


(iv)	all written communications within the past three years to shareholders as a group or to the holders of any class or series of shares as a group; and


(v)	a list of the names and addresses of its current officers and directors.

(c) Conditional Inspection Rights . In addition to the inspection rights set forth in paragraph (b) above, a shareholder or director of the Association (or such person’s agent or attorney) who gives the Association a written demand in good faith and for a proper purpose at least five banking days before the requested inspection date, and describes in the demand with reasonable particularity the records proposed to be inspected and the purpose of the inspection, is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Association, any of the following records of the Association:


(i)	excerpts from minutes of meetings of, and from actions taken by, the shareholders, the Board of Directors, or any committees of the Board of Directors, to the extent not subject to inspection under paragraph (b) of this Section 2.15;


(ii)	accounting records of the Association; and


(iii)	the record of shareholders (compiled no earlier than the date of the demand for inspection).

For the purposes of paragraph (c), a proper purpose means a purpose reasonably related to the demanding party’s interest as a shareholder or director. A party may not use any information obtained through the inspection or copying of records permitted by this paragraph (c) for any purposes other than those set forth in a proper demand as described above, and the officers of the Association are authorized to take appropriate steps to ensure compliance with this limitation.

Section 2.16 Financial Statements and Share Information. Upon the written request of any shareholder, the Association shall mail to the requesting shareholder:

(a) its most recent annual or quarterly financial statements showing in reasonable detail its assets and liabilities and the results of its operations; and

(b) information regarding the designations, preferences, limitations, and relative rights applicable to each class and series of shares of the Association, and the authority of the Board of Directors to determine variations for any existing or future class or series.

Section 2.17 [Reserved . ]

Section 2.18 Shares Held by Nominees. The Board of Directors is authorized to establish for the Association from time to time such procedures as the directors may determine to be appropriate, by which the beneficial owner of shares that are registered by a nominee is recognized by the Association as a shareholder.

Section 2.19 Advance Notice of Shareholder Nominees for Director and Other Shareholder Proposals.

(a) Compliance with Section Requirements . The matters to be considered and brought before any annual or special meeting of shareholders of the Association shall be limited to only such matters, including the nomination and election of directors, as shall be brought properly before such meeting in compliance with the procedures set forth in this Section 2.19.

(b) Matters Properly Before an Annual Meeting . For any matter to be properly brought before any annual meeting of shareholders, the matter must be (i) specified in the notice of annual meeting given by or at the direction of the Board of Directors, (ii) otherwise brought before the annual meeting by or at the direction of the Board of Directors or (iii) brought before the annual meeting in the manner specified in this Section 2.19(b) by a shareholder of record entitled to vote at the annual meeting of shareholders on such matter or a person (a “Nominee Holder”) that holds voting securities entitled to vote at such meeting through a nominee or “street name” holder of record and can demonstrate to the Association such indirect ownership and such Nominee Holder’s entitlement to vote such securities at the annual meeting on such matter.

In addition to any other requirements under applicable law and the Articles of Association and Bylaws of the Association, persons nominated by shareholders for election as directors of the Association and any other proposals by shareholders shall be properly brought before the meeting only if notice of any such matter to be presented by a shareholder at such meeting of shareholders (the “Shareholder Notice”) shall be delivered to the Secretary of the Association at the principal executive office of the Association not less than one hundred and twenty (120) nor more than one hundred and fifty (150) days prior to the date of the Association’s proxy statement released to shareholders in connection with the annual meeting for the preceding year; provided, however, that if and only if the annual meeting is not scheduled to be held within a period that commences 30 days before the anniversary date of the annual meeting for the preceding year and ends 30 days after such anniversary date (an annual meeting date outside such period being referred to herein as an “Other Meeting Date”), such Shareholder Notice shall be given in the manner provided herein by the later of the close of business on (i) the date one hundred and twenty days (120) prior to such Other Meeting Date or (ii) the tenth day following the date such Other Annual Meeting Date is first publicly announced or disclosed. Any shareholder desiring to nominate any person or persons (as the case may be) for election as a director or directors of the Association shall deliver, as part of such Shareholder Notice, a statement in writing setting forth the name of the person or persons to be nominated, the number and class of all shares of each class of stock of the Association owned of record and beneficially by each such person, as reported to such shareholder by such nominee(s), the information regarding each such person required by paragraphs (a), (e) and (f) of Item 401 of Regulation S-K adopted by the Securities and Exchange Commission (or the corresponding provisions of any regulation subsequently adopted by the Securities and Exchange Commission applicable to the Association), each such person’s signed consent to serve as a director of the Association if elected, such shareholder’s name and address, the number and class of all shares of each class of stock of the Association owned of record and beneficially by such shareholder and, in the case of a Nominee Holder, evidence establishing such Nominee Holder’s indirect ownership of, and entitlement to vote, securities at the meeting of shareholders.

Any shareholder who gives a Shareholder Notice of any matter proposed to be brought before the meeting (other than to nominate a director or directors) shall deliver, as part of such Shareholder Notice, the text of the proposal to be presented and a brief written statement of the reasons why such shareholder favors the proposal and setting forth such shareholder’s name and address, the number and class of all shares of each class of stock of the Association owned of record and beneficially by such shareholder, if applicable, any material interest of such shareholder in the matter proposed (other than as a shareholder) and, in the case of a Nominee Holder, evidence establishing such Nominee Holder’s indirect ownership of, and entitlement to vote, securities at the meeting of shareholders. As used herein, shares “beneficially owned” shall mean all shares which such person is deemed to beneficially own pursuant to Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934 (the “Exchange Act”).

Notwithstanding anything in this Section 2.19(b) to the contrary, in the event that the number of directors to be elected to the Board of Directors of the Association at the next annual meeting is increased and either all of the nominees for director at the next annual meeting or the size of the increased Board of Directors is not publicly announced or disclosed by the Association at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a Shareholder Notice shall also be considered timely hereunder, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Association at the principal executive office of the Association not later than the close of business on the tenth day following the first date all of such nominees or the size of the increased Board of Directors shall have been publicly announced or disclosed.

(c) Matters Properly Before a Special Meeting . Except as provided in the immediately following sentence, only such matters shall be properly brought before a special meeting of shareholders as shall have been brought before the meeting pursuant to the Association’s notice of meeting. In the event that the Association calls a special meeting of shareholders for the purpose of electing one or more directors to the Board of Directors, any shareholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Association’s notice of meeting, if the Shareholder Notice required by Section 2.19(b) hereof shall be delivered to the Secretary of the Association at the principal executive office of the Association not later than the close of business on the tenth day following the day on which the date of the special meeting and either the names of the nominees proposed by the Board of Directors to be elected at such meeting or the number of directors to be elected is publicly announced or disclosed.

(d) Publicly Announced or Disclosed . For purposes of this Section 2.19, a matter shall be deemed to have been “publicly announced or disclosed” if such matter is disclosed in a press release reported by the Dow Jones News Service, Associated Press or comparable national news or wire service or in a document publicly filed by the Association with the Securities and Exchange Commission or OCC.

(e) Adjournment or Postponement of Meeting . In no event shall the adjournment of an annual meeting or special meeting or the postponement of any meeting that does not require a change in the record date for such meeting, or any announcement thereof, commence a new period for the giving of notice as provided in this Section 2.19. This Section 2.19 shall not apply to (i) shareholder proposals made pursuant to and in compliance with Rule 14a-8 under the Exchange Act or (ii) the election of directors selected by or pursuant to any applicable provisions of the Articles of Association relating to the rights of the holders of any class or series of Preferred Stock to elect directors under specified circumstances.

(f) Determination by Presiding Person . The person presiding at any meeting of shareholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall have the power and duty to determine whether notice of nominees and other matters proposed to be brought before a meeting has been duly given in the manner provided in this Section 2.19 and, if not so given, shall direct and declare at the meeting that such nominees and other matters are out of order and shall not be considered.

ARTICLE III
Board of Directors

Section 3.01 General Powers. The Board of Directors shall have power to manage and administer the business and affairs of the Association and appoint management of the Association. The Board of Directors shall oversee the Association’s compliance with safe and sound banking practices and shall require management of the Association to establish and implement an effective risk governance framework that meets the standards of the OCC. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by the Board of Directors.

Section 3.02 Qualifications. Every director must, during his whole term of service, be a citizen of the United States, and at least a majority of the directors must have resided in the state, territory or district in which the Association is located, or within one hundred miles of the location of the office of the Association, for at least one year immediately preceding their election, and must be residents of such state or within one-hundred-mile territory of the location of the Association during their continuance in office, except that the OCC may, in the discretion of the OCC, waive the requirement of residency, and waive the requirement of citizenship in the case of not more than a minority of the total number of directors.

Each director shall own a qualifying equity interest in the Association or a company that has control of the Association in each case as required by applicable law. Each director shall own such qualifying equity interest in his or her own right and meet any minimum threshold ownership required by applicable law.

Section 3.03 Number and Tenure. Unless otherwise specifically provided in the Articles of Association, and subject to the provisions of 12 U.S.C. § 71a, the number of directors of the Association shall be as fixed from time to time by resolution of the Board of Directors or shareholders, but in no instance shall there be less than five nor more than 25 members, except that the OCC may, by regulation or order, exempt the Association from the 25-member limit established by that section. Pursuant to 12 U.S.C. § 76, the President (as defined below) of the Association shall be a member of the Board of Directors, but a director other than the President may be elected Chairperson (as defined below) of the Board of Directors.

Each director shall hold office until the next annual meeting of shareholders (unless the Articles of Association provide for staggering the terms of directors as permitted by applicable law or until removed). A director whose term expires shall continue to serve until such director’s successor shall have been elected and qualified or until there is a decrease in the authorized number of directors. No decrease in the authorized number of directors shall have the effect of shortening the term of any incumbent director. Unless required by the Articles of Association, directors do not need to be residents of Utah.

As required by applicable law, (i) each director shall execute either a joint or individual oath at the first meeting of the Board of Directors that the director attends after the director is appointed or elected; (ii) each director shall take another oath upon re-election, notwithstanding uninterrupted service; and (iii) the Association shall file the original executed oaths of directors with the appropriate OCC licensing office and retain a copy in the Association’s records.

Section 3.04 Resignation. Any director may resign at any time by giving a written notice of resignation to the Board of Directors, the Chairperson of the Board of Directors or the Secretary of the Association. A director’s resignation is effective when the notice is received by the Board of Directors, the Chairperson of the Board of Directors or the Secretary of the Association, unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation that is conditioned on failing to receive a specified vote for election as a director may provide it is irrevocable.

Section 3.05 Removal. The shareholders may remove one or more directors at a meeting called for that purpose, if the meeting notice states that a purpose of the meeting is such removal. The removal may be with or without cause unless the Articles of Association provide that directors may be removed only for cause. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove the director. If the Articles of Association provide for cumulative voting for the election of directors, a director may not be removed if a number of votes sufficient to elect the director under such cumulative voting is voted against removal. If cumulative voting is not in effect, a director may be removed only if the number of votes cast to remove the director exceeds the number of votes cast against removal.

Section 3.06 Vacancies. Unless the Articles of Association provide otherwise, if a vacancy occurs on the Board of Directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled by the shareholders, a majority of the Board of Directors remaining in office or, if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.

If the vacant office was held by a director elected by a voting group of shareholders, only the holders of the shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.

A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date or otherwise) may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

The terms of directors elected to fill vacancies generally expire at the next annual shareholders’ meeting. If a new director is elected to fill a vacancy in a position having a term extending beyond the date of the next annual meeting of shareholders, the term of such new director shall be the unexpired term of the director’s predecessor in office or the term designated for the director at the time of the creation of the position being filed.

Section 3.07 Regular Meetings. Regular meetings of the Board of Directors may be held without notice of the date, time, place or purposes of the meetings, if the times of such meetings are fixed by resolution of the Board of Directors.

Section 3.08 Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairperson, the Chief Executive Officer (as defined below) or not less than three (3) directors. The person or persons authorized to call special meetings of the Board of Directors may fix the time and place of the meetings so called.

Section 3.09 Place of Meetings - Meetings by Telephone. The Board of Directors may hold regular or special meetings in or out of the State of Utah. Unless the Articles of Association or another provision in the Bylaws provide otherwise, the Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may hear each other during the meeting.

Section 3.10 Notice of Meetings. Unless the Articles of Association, another provision in the Bylaws or applicable law provides otherwise, regular meetings of the board may be held without notice of the date, time, place, or purposes of the meeting. Unless the Articles of Association or another provision in the Bylaws provide for a longer or shorter period, special meetings of the Board of Directors must be preceded by at least two days’ notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the Articles of Association, another provision in the Bylaws or applicable law.

Section 3.11 Waiver of Notice. Any director may waive notice of any meeting before or after the date of the meeting. Except as provided in the next sentence, the waiver must be in writing, signed by the director entitled to the notice, and delivered to the Association for filing with the corporate records (but delivery and filing are not conditions to its effectiveness). A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting, or promptly upon the director’s arrival, objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice, and does not thereafter vote for or assent to action taken at the meeting.

Section 3.12 Quorum and Manner of Acting. For the transaction of business, a quorum of the Board of Directors shall be at least a majority of the entire Board of Directors then in office. Once a director is represented for any purpose at a meeting, including the purpose of determining that a quorum exists, such director shall be deemed present for quorum purposes for the remainder of the meeting and for any adjournment of the meeting, unless a new notice is sent for the adjourned meeting.

The affirmative vote of a majority of directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the Board of Directors, unless the Articles of Association, another provision in the Bylaws or applicable law require the vote of a greater number of directors. A director may not vote by proxy.

A director who is present at a meeting of the Board of Directors when corporate action is taken is considered to have assented to the action taken at the meeting unless:

(a) the director objects at the beginning of the meeting (or promptly upon arrival) to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting;

(b) the director contemporaneously requests that such director’s dissent or abstention as to any specific action be entered into the minutes of the meeting; or

(c) the director causes written notice of a dissent or abstention as to any specific action to be received by the presiding officer of the meeting before adjournment of the meeting or by the Association promptly after adjournment of the meeting. The right of dissent or abstention as to a specific action is not available to a director who votes in favor of the action taken.

Section 3.13 Action Without a Meeting. Unless the Articles of Association, these Bylaws or applicable law provide otherwise, any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if all the directors consent in writing or by email or other electronic transmission to the action as permitted by applicable law. Action is considered to have been taken by such written consent when the last director signs a writing describing the action taken, unless prior to that time any director has revoked a consent by a writing signed by the director and received by an authorized officer of the Association. An action so taken is effective at the time it is taken, unless the Board of Directors establishes a different effective date. An action taken by written consent of the directors as described in this Section has the same effect as action taken at a meeting of directors and may be described as such in any document.

Section 3.14 Altering Quorum or Voting Requirements. A bylaw that fixes a greater quorum or voting requirement for the Board of Directors than is required by applicable law may be amended or repealed:

(a) if originally adopted by the shareholders, only by the shareholders, unless the bylaw specifically provided that it could be amended by a vote of either the shareholders or the Board of Directors; or

(b) if originally adopted by the Board of Directors, by the shareholders or, unless otherwise provided in the Articles of Association or Bylaws, by the Board of Directors.

Action by the Board of Directors to amend or repeal a bylaw that changes the quorum or voting requirement for the Board of Directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum or voting requirement then in effect or proposed to be adopted, whichever is greater.

Section 3.15 Compensation. Unless otherwise provided in the Articles of Association or these Bylaws, the Board of Directors may fix the compensation of directors. Pursuant to this authority, the directors may, by resolution, provide for directors to be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both. No such payment shall preclude any director from serving the Association in any capacity and receiving compensation therefor.

Section 3.16 Committees.

(a) Creation of Committees . Unless the Articles of Association or these Bylaws provide otherwise, the Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Each committee must have two or more members, who serve at the pleasure of the Board of Directors.

(b) Selection of Committee Members . The creation of a committee and appointment of members to it must be approved by the greater of:


(i)	a majority of all the directors in office when the action is taken; or


(ii)	the number of directors required by the Articles of Association or Bylaws to take action under Section 3.11 of these Bylaws.

(c) Procedures . The Board shall designate one member of each committee as its Chairperson. Each committee may fix its own rules of procedure which shall not be inconsistent with these Bylaws. It shall keep regular minutes of its proceedings and periodically report the same to the Board of Directors. Regular or special meetings of Board committees may be held without notice at such times and places as called by the Chairperson of the Board, the Chief Executive Officer or the Chairperson or a majority of the members of such committee. Sections 3.06 through 3.12 of these Bylaws, which govern meetings, action without meeting, notice, waiver of notice, and quorum and voting requirements of the Board of Directors, apply to committees and their members as well.

(d) Authority . Unless limited by the Articles of Association or these Bylaws, each committee may exercise those aspects of the authority of the Board of Directors (as set forth in Section 3.01 of these Bylaws) which the Board of Directors confers upon such committee in the resolution creating the committee, but no such committee shall have the power or authority to act with respect to the following matters: (i) approving or adopting, or recommending to the shareholders, any action or matter expressly required by law to be submitted to the shareholders for approval, (ii) adopting, amending or repealing these Bylaws, or (iii) removing or indemnifying directors.

(e) Impact on Duty of Directors . The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct referenced in Section 3.16 of these Bylaws.

Section 3.17 Standards of Conduct. Each director is to discharge such director’s duties as a director, including duties as a member of a committee, in compliance with the standards of conduct set forth by applicable law.

Section 3.18 Limitation of Liability. If not already so provided in the Articles of Association of this Association, the Association shall, to the maximum extent permitted by law, eliminate or limit the liability of directors to the Association or to its shareholders for monetary damages for any action taken or any failure to take action as a director, by an amendment to its Articles of Association, or by the adoption of a bylaw or resolution approved by the same percentage of shareholders as would be required to approve an amendment to the Articles of Association to include such provision. No such provision may eliminate or limit the liability of a director for:

(a) the amount of a financial benefit received by a director to which the director is not entitled;

(b) an intentional infliction of harm on the Association or the shareholders;

(d) an intentional violation of criminal law; or

(e) liability for any act or omission occurring prior to the date such a provision becomes effective.

ARTICLE IV
Executive Committee

Section 4.01 Appointment. The Board of Directors, by resolution adopted by a majority of the full Board, may designate three (3) or more of its members to constitute an Executive Committee. The creation of, delegation of authority to, or action by the Executive Committee does not alone constitute compliance by a director with the standards of conduct described in Section 3.17 of these Bylaws.

Section 4.02 Authority. The Executive Committee, when the Board of Directors is not in session, shall have and may exercise all of the authority of the Board of Directors except to the extent, if any, that such authority shall be limited by the resolution appointing the Executive Committee, and except also that the Executive Committee shall not have the authority of the Board of Directors in reference to amending the Articles of Association, adopting a plan of merger or consolidation, recommending to the shareholders the sale, lease or other disposition of all or substantially all of the property and assets of the Association otherwise than in the usual and regular course of its business, or amending the Bylaws of the Association.

Section 4.03 Tenure and Qualifications. Each member of the Executive Committee shall hold office until the next regular annual meeting of the Board of Directors following his or her designation and until such member’s successor is designated as a member of the Executive Committee.

Section 4.04 Meetings. Regular meetings of the Executive Committee may be held without notice at such times and places as called by the Chairperson of the Board, the Chief Executive Officer or a majority of the Executive Committee. Special meetings of the Executive Committee may be called by the Chairperson of the Board, the Chief Executive Officer or a majority of the Executive Committee, and notice of special meetings may be written or oral, and if mailed, shall be deemed to be delivered when deposited in the United States mail addressed to the member of the Executive Committee at his or her business address. Any member of the Executive Committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the Executive Committee need not state the business proposed to be transacted at the meeting.

Section 4.05 Quorum and Manner of Acting. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the Executive Committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

Section 4.06 Action Without a Meeting. Any action required or permitted to be taken by the Executive Committee at a meeting may be taken without a meeting if all the members consent in writing to the action. Action is considered to have been taken by such written consents when the last director signs a writing describing the action taken, unless prior to that time any member of the Executive Committee has revoked a consent by a writing signed by the member and received by an authorized officer of the Association. An action so taken is effective at the time it is taken, unless the Executive Committee establishes a different effective date. An action taken by written consent of the Executive Committee as described in this section has the same effect as action taken at a meeting of Executive Committee and may be described as such in any document.

Section 4.07 Vacancies. If a vacancy occurs on the Executive Committee, the vacancy may be filled by a resolution adopted by a majority of the full Board of Directors.

Section 4.08 Resignations and Removal. The Board of Directors may remove one or more members of the Executive Committee at a meeting called for that purpose. The removal may be with or without cause. Any member of the Executive Committee may resign at any time by giving a written notice of resignation to the Association. A member’s resignation is effective when the notice is received by the Association, or on such later date as may be specified in the notice of resignation.

Section 4.09 Procedure. The Board shall appoint a member of the Executive Committee as its Chairperson. The Executive Committee may fix its own rules of procedure which shall not be inconsistent with these Bylaws. It shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the next meeting of the Board.

ARTICLE V
Officers

Section 5.01 Number and Qualifications. The officers of the Association shall include a Chief Executive Officer, a President and a Secretary, each of whom shall be appointed by the Board of Directors. The Association may also have such other officers and assistant officers as the Board of Directors in its discretion may determine, by resolution, to be appropriate, including a Chairperson of the board, a President, one or more vice presidents, a controller, a treasurer, assistant secretaries and assistant treasurers. All such officers shall be appointed by the Board of Directors, except that if specifically authorized by the Board of Directors, an officer may appoint one or more officers or assistant officers. The same individual may simultaneously hold more than one office in the Association.

Section 5.02 Appointment and Term of Office. The officers of the Association shall be appointed by the Board of Directors (or, to the extent permitted by Section 5.01 above, by an officer specifically authorized by the board to make such appointments), for such terms as may be determined by the Board of Directors. Neither the appointment of an officer nor the designation of a specified term creates or grants to the officer any contract rights, and the Board of Directors can remove the officer at any time prior to the termination of any term for which the officer may be appointed. If no other term is specified, officers shall hold office until they resign, die, or until they are removed or replaced in the manner provided in Section 5.03 below, or applicable law.

Section 5.03 Removal and Resignation of Officers . Any officer or agent of the Association may be removed or replaced by the Board of Directors, or by the supervising officer to whom the officer reports, at any time with or without cause. If the employment of an officer who is also an employee of the Association is terminated for any reason, then, unless provided for differently in writing at or prior to the time of termination, the supervising officer to whom the terminated employee reports shall be deemed to remove such officer from all such offices held by such officer, effective as of the officer’s termination date, automatically and without further action by the supervising officer. The appointment of a replacement officer shall constitute the removal of the person previously holding such office. An officer may resign at any time by giving a written notice of the resignation to the Association. Resignations shall become effective as provided under applicable law.

Section 5.04 Authority and Duties. In each case subject to the supervision and direction of the Board of Directors and the supervising officer(s) to whom such individual reports, the officers of the Association shall have the authority and perform the duties specified below and as may be additionally specified by the Board of Directors, the Chief Executive Officer or these Bylaws, except that in any event each officer shall exercise such powers and perform such duties as may be required by law:

(a) Chairperson of the Board of Directors . The Board of Directors shall appoint one of its members to be its Chairperson (the “Chairperson”) to serve at the pleasure of the Board of Directors. The Chairperson shall preside at all meetings of the Board of Directors. The Chairperson shall supervise the carrying out of the policies adopted or approved by the Board of Directors. The Chairperson shall have general executive powers, as well as the specific powers conferred by these Bylaws. The Chairperson shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned to the Chairperson by the Board of Directors.

(b) Chief Executive Officer . The Board of Directors shall appoint one of its members as Chief Executive Officer of the Association (the “Chief Executive Officer”). The Chief Executive Officer shall serve in that capacity and have general and active control of the Association’s affairs and business and general supervision of its officers, agents and employees. The Chief Executive Officer shall: (i) in the absence of a Chairperson of the Board of Directors, preside at all meetings of the shareholders and the Board of Directors; (ii) cause all orders and resolutions of the Board of Directors to be carried into effect; and (iii) perform all other duties as the Board of Directors may from time to time prescribe.

(c) President . The Board of Directors shall appoint one of its members to be President of the Association (the “President”). The President shall serve in that capacity and participate in the supervision of the business and affairs of the Association. The President shall: (i) in the absence of the Chairperson and Chief Executive Officer, preside at all meetings of the shareholders and the Board of Directors; (ii) at the request of the Board of Directors or the Chief Executive Officer perform the duties of the Chief Executive Officer and when so acting shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer; and (iii) perform all other duties as the Board of Directors or the Chief Executive Officer may from time to time prescribe.

(d) Secretary . The Board of Directors shall appoint a secretary or other designated officer who shall be Secretary of the Board of Directors and of the Association (the “Secretary”). The Secretary shall take such actions, or exercise supervision over assistant secretaries or any such other officers as may be appointed by the Board of Directors, to: (i) prepare and maintain minutes of the proceedings of the shareholders and of the Board of Directors; (ii) prepare and maintain the other records and information required to be kept by the Association under Section 2.15 of these Bylaws; (iii) see that all notices are duly given in accordance with the provisions of these Bylaws or other applicable law; (iv) be custodian of the corporate records and of any seal of the Association; (v) when requested or required, authenticate any records of the Association; (vi) sign with the Chief Executive Officer, President, or a vice president, certificates for shares of the Association, the issuance of which shall have been authorized by resolution of the Board of Directors; (vii) have general charge of the stock transfer books of the Association, unless the Association has a transfer agent; and (viii) perform all other duties as the Board, the Chief Executive Officer or the President may from time to time prescribe.

(e) Chief Audit Officer . The Board of Directors shall appoint a Chief Audit Officer (or similarly designated office) of the Association (the “Chief Audit Officer”) who shall lead the internal audit function of the Association, and shall have and may exercise the powers conferred by these Bylaws and any and all other powers and duties which by law, regulation or practice pertain to the office of the Chief Audit Officer. The Chief Audit Officer shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned to the Chief Audit Officer by the Board of Directors. The Chief Audit Officer may delegate the powers and duties held by the Chief Audit Officer to such other officers of the Association as the Chief Audit Officer sees fit. The Chief Audit Officer shall have unrestricted access to the Board of Directors and its committees.

(f) Chief Risk Officer . The Board of Directors shall appoint a Chief Risk Officer of the Association (the “Chief Risk Officer”) who shall lead an independent risk management unit of the Association, and shall have and may exercise the powers conferred by these Bylaws and any and all other powers and duties which by law, regulation or practice pertain to the office of the Chief Risk Officer. The Chief Risk Officer shall also have and may exercise such further powers and duties as from time to time may be conferred upon or assigned to the Chief Risk Officer by the Board of Directors. The Chief Risk Officer may delegate the powers and duties held by the Chief Risk Officer to such other officers of the Association as the Chief Risk Officer sees fit. The Chief Risk Officer shall have unrestricted access to the Board of Directors and its committees.

(g) Chief Financial Officer . The Chief Financial Officer of the Association (the “Chief Financial Officer”) shall be the principal financial officer of the Association and participate in or provide oversight of strategic planning, corporate finance and accounting for the Association. The Chief Financial Officer shall exercise general supervision of any controller, treasurer or such other officers as may be appointed by the Board of Directors to conduct or oversee the financial activities of the Association, including such acts to: (i) pay out of available funds all bills and other just debts of the Association of whatever nature upon maturity; (ii) maintain the Association’s financial records and methods and systems of accounting; (iii) prepare and furnish to the Chief Executive Officer and the Board of Directors such reports and financial information as may be required from time to time; and (iv) perform all other duties as the Board or the Chief Executive Officer may from time to time prescribe.

(h) Vice Presidents . Vice presidents, however designated, shall directly or indirectly assist the Chief Executive Officer and President and shall perform all other duties as the Board of Directors, the Chief Executive Officer, the President or the officer appointing such Vice President may from time to time prescribe.

(i) Other Officers . In addition to the above named officers, the Association may establish such offices, and the Board of Directors may appoint such officers and attorneys-in-fact, as the Board of Directors in its discretion may from time to time determine to be appropriate. The same individual may simultaneously hold more than one office in the Association. Such officers shall respectively exercise such powers and perform such duties as pertain to their several divisions and/or offices, or as may be conferred upon or assigned to them by the Board of Directors or these Bylaws. The Board of Directors may delegate any or all of its powers, discretion and authority set forth in this Section 5.04 to any officer of the Association.

Section 5.05 Surety Bonds. The Board of Directors may require any officer or agent of the Association to provide to the Association a bond, in such sums and with such sureties as may be satisfactory to the board, conditioned upon the faithful performance of such individual’s duties and for the restoration to the Association of all books, papers, vouchers, money, securities and other property of whatever kind in such officer’s possession or under such officer’s control belonging to the Association.

Section 5.06 Compensation. Officers shall receive such compensation for their services as may be authorized or ratified by the Board of Directors and no officer shall be prevented from receiving compensation by reason of the fact that such officer is also a director of the Association. Appointment as an officer shall not of itself create a contract or other right to compensation for services performed as such officer.

ARTICLE VI
Trust Department

Section 6.01 Trust Department. There shall be a department of the Association known as the Trust Department which shall perform both fiduciary and non-fiduciary responsibilities of the Association, including, but not limited to, serving as trustee, executor, administrator, registrar of stocks and bonds, guardian of estates, assignee, receiver and in any other fiduciary capacity as national banks are permitted under state law.

Section 6.02 Senior Trust Officers. There shall be two senior trust officers (the “Senior Trust Officers”) of this Association whose respective duties shall be to manage, supervise and direct all the activities of the Trust Department for each of Personal Trust, Discretionary Investment Management and Corporate Trust. Each of such Senior Trust Officers shall do or cause to be done all things necessary or proper in carrying on the business of the Trust Department in accordance with provisions of law and applicable regulations. The Senior Trust Officers shall act pursuant to opinion of counsel where such opinion is deemed necessary. Opinions of counsel shall be retained on file in connection with all important matters pertaining to fiduciary activities. The Senior Trust Officers shall be responsible for all assets and documents held by the Association in connection with fiduciary matters being administered by the Trust Department.

The Senior Trust Officers and any other officers of the Trust Department shall be appointed by the Board of Directors or their authorized delegee pursuant to Section 5.01 above.

Section 6.03 Trust Department Files. There shall be maintained in the Trust Department files containing all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.

Section 6.04 Trust Investments. Funds held in a fiduciary capacity shall be invested in accordance with the instrument establishing the fiduciary relationship and local law. Where such instrument does not specify the character and class of investments to be made and does not vest in the Association discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under local law.

Section 6.05 Audits of the Trust Department. At least once during each calendar year, the Association shall arrange for a suitable audit (by internal or external auditors) of all significant fiduciary activities under the direction of the audit committee of the Board of Directors, as shall have been appointed under Article III hereof. The Association shall note the results of the audit (including significant actions taken as a result of the audit) in the minutes of the Board of Directors. In lieu of annual audits, the Association may adopt a continuous audit system in accordance with 12 C.F.R. § 9.9(b).

ARTICLE VII
Stock

Section 7.01 Certificates for Shares; Shares Without Certificates.

(a) Use of Certificates . Shares of the Association may, but need not be, represented by certificates. Unless any applicable statute expressly provides otherwise, the rights and obligations of shareholders are not affected by whether or not their shares are represented by certificates.

(b) Content of Certificates . Certificates representing shares of the Association must, at a minimum, state on their face:


(i)	the name of the Association, and that it is a national bank under Federal law;


(ii)	the name of the person to whom the certificate is issued; and


(iii)	the number and class of shares and the designation of the series, if any, the certificate represents.

If the Association is authorized to issue different classes of shares or different series within a class, the designations, preferences, limitations, and relative rights applicable to each class, the variations in preferences, limitations, and relative rights determined for each series, and the authority of the Board of Directors to determine variations for any existing or future class or series, must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the Association will furnish the shareholder such information on request in writing and without charge.

Each share certificate must be signed (either manually or by facsimile) by the Chief Executive Officer, President or a vice president and by the Secretary or an assistant secretary, or by any two other officers as may be designated in these Bylaws or by the Board of Directors. Each certificate for shares is to be consecutively numbered or otherwise identified.

(c) Shares Without Certificates. Unless the Articles of Association or these Bylaws provide otherwise, the Board of Directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates. Such an authorization will not affect shares already represented by certificates until they are surrendered to the Association.

Within a reasonable time after the issuance or transfer of shares without certificates, the Association shall send the shareholder a written statement of the information required on certificates as set forth on Section 7.02(b) above.

(d) Shareholder List. The Association shall maintain a record of the names and addresses of the persons to whom shares are issued.

(e) Transferring Certificated Shares. All certificates surrendered to the Association for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed, or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Association as the Board of Directors may prescribe.

(f) Registration of the Transfer of Shares. Registration of the transfer of shares of the Association shall be made only on the stock transfer books of the Association. In order to register a transfer, the record owner shall surrender the shares to the Association for cancellation, properly endorsed by the appropriate person or persons with reasonable assurances that the endorsements are genuine and effective. Unless the Association has established a procedure by which a beneficial owner of shares held by a nominee is to be recognized by the Association as the owner, the person in whose name shares stand on the books of the Association shall be deemed by the Association to be the owner thereof for all purposes.

Section 7.02 Restrictions on Transfer of Shares Permitted. The Association may impose restrictions on the transfer of its stock reasonably calculated to assure compliance with applicable laws, to simplify the work of the Association with respect to stock transfers, voting at shareholders’ meetings and related matters and to protect it against fraudulent transfers. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to a restriction agreement or otherwise consented to the restriction.

A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate, or is contained in the information statement required by Section 7.02(c) of these Bylaws with regard to shares issued without certificates. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.

Section 7.03 Acquisition of Shares by the Association. Subject to any limitations under applicable law, the Association may acquire its own shares and shares so acquired constitute authorized but unissued shares.

ARTICLE VIII
Indemnification

Section 8.01 Indemnification. Except as provided in Section 8.03 of these Bylaws, the Association shall, to the maximum extent permitted, indemnify an individual made a party to a proceeding because he or she is or was an institution-affiliated party, as defined at 12 U.S.C. § 1813(u) (an “Institution-Affiliated Party”), against liability incurred in the proceeding if his or her conduct was in good faith, he or she reasonably believed that his or her conduct was in, or not opposed to, the Association’s best interests, and in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful. Termination of the proceeding by judgment, order, settlement, conviction, upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the Institution-Affiliated Party did not meet the standard of conduct described in this Section 8.01.

Section 8.02 Banking Agency Proceedings or Actions. The Association shall make or agree to make indemnification payments to an Institution-Affiliated Party for an administrative proceeding or civil action initiated by any Federal banking agency, that are reasonable and consistent with the requirements of 12 U.S.C. § 1828(k) and its implementing regulations. The Association shall indemnify an Institution-Affiliated Party for damages and expenses, including the advancement of expenses and legal fees, in cases involving an administrative proceeding or civil action not initiated by a Federal banking agency, in accordance with applicable law; provided, that such payments are consistent with safe and sound banking practices.

Section 8.03 Certain Restrictions on Indemnification. The Association may not indemnify an Institution-Affiliated Party in connection with a proceeding by or in the right of an Association in which such Institution-Affiliated Party was adjudged liable to the Association, or in connection with any other proceeding charging that such party derived an improper personal benefit, whether or not involving action in his or her official capacity, in which proceeding he or she was adjudged liable on the basis that he or she derived an improper personal benefit.

Section 8.04 Mandatory Indemnification. Subject to the restrictions in Section 8.03 above, the Association shall indemnify a director or officer of the Association who was successful, on the merits or otherwise, in the defense of any proceeding, or in the defense of any claim, issue or matter in the proceeding, to which he or she was a party because he or she is or was a director or officer of the Association, against reasonable expenses incurred by him or her in connection with the proceeding or claim with respect to which he or she has been successful.

Section 8.05 Determination. The Association may not indemnify an Institution-Affiliated Party under Section 8.01 of these Bylaws unless authorized and a determination has been made in a specific case that indemnification of the Institution-Affiliated Party is permissible in the circumstances because the Institution-Affiliated Party has met the applicable standard of conduct set forth in Section 8.01 of these Bylaws. Such determination shall be made either (a) by the Board of Directors or their designee in accordance with applicable law, or (b) by the holders of common stock of the Association, by a majority of the votes entitled to be cast by holders of qualified shares present in person or by proxy at a meeting. The majority of the votes entitled to be cast by the holders of all qualified shares constitute a quorum for purposes of action that complies with this Section 8.05.

Section 8.06 General Indemnification. The indemnification and advancement of expenses provided by this Article VIII shall not be construed to be exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Articles of Association, these Bylaws, any agreement, any vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

Section 8.07 Advances. The Association, in accordance applicable law, shall pay for or reimburse the reasonable expenses incurred by an Institution-Affiliated Party who is a party to a proceeding in advance of final disposition of the proceeding if (a) such party furnishes the Association a written affirmation of his or her good faith belief that he or she has met the applicable standard of conduct described in Section 8.01 of these Bylaws, (b) such party furnishes to the Association a written undertaking in the form required by applicable law, executed personally or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet the applicable standard of conduct and (c) a determination is made that the facts then known to those making a determination would not preclude indemnification under this Article VIII.

Section 8.08 Scope of Indemnification. Except as otherwise provided in these Bylaws, the indemnification and advancement of expenses authorized by this Article VIII are intended to permit the Association to indemnify to the fullest extent permitted by applicable law, any and all persons whom it shall have power to indemnify under applicable law from and against any and all of the expenses, liabilities or other matters referred to in or covered by such laws. Any indemnification or advancement of expenses hereunder shall, unless otherwise provided when the indemnification or advancement of expenses is authorized or ratified, continue as to a person who has ceased to be an Institution-Affiliated Party and shall inure to the benefit of such person’s heirs, executors and administrators.

Section 8.09 Insurance. The Association may provide for the payment of reasonable premiums for insurance on behalf of a person who is or was an Institution-Affiliated Party, or who, while serving as an Institution-Affiliated Party, is or was serving at the request of the Association as a director, officer, partner, trustee, employee, fiduciary, or agent of another foreign or domestic Association, or other person, or of an employee benefit plan, against liability asserted against or incurred by him or her in any such capacity or arising out of his or her status in any such capacity, whether or not the Association would have the power to indemnify him or her against the liability under the provisions of this Article VIII or applicable law, as the same may hereafter be amended or modified; provided, that such liability insurance shall be consistent with the requirements of 12 C.F.R. 7.2014 and shall exclude coverage of liability for a formal order assessing civil money penalties against an Institution-Affiliated Party.

Section 8.10 Reliance Upon Corporate Records. Each director and officer and each member of any committee designated by the Board of Directors shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Association or of any of its subsidiaries, or upon information, opinions, reports or statements made to the Association or any of its subsidiaries by any officer or employee of the Association or of a subsidiary or by any committee designated by the Board of Directors or by any other person as to matters such director, officer or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Association.

Section 8.11 Other Rights and Remedies. The rights to indemnification and advancement of expenses provided in this Article shall be in addition to any other rights which a party may have or hereafter acquire under any applicable law, contract, order or otherwise.

Section 8.12 Severability. If any provision of this Article VIII shall be held to be invalid, illegal or unenforceable for any reason, the remaining provisions of this Article VIII shall not be affected or impaired thereby, but shall, to the fullest extent possible, be construed so as to give effect to the intent of this Article VIII that each party covered hereby is entitled to the fullest protection permitted by applicable law.

ARTICLE IX
Amendments to Bylaws

Section 9.01 Authority to Amend. The Association’s Board of Directors may amend these Bylaws or repeal and adopt new bylaws at any time. The Association’s shareholders entitled to vote may adopt additional bylaws and may amend or repeal any of these Bylaws, whether or not adopted by them, at any time.

ARTICLE X
Miscellaneous

Section 10.01 Corporate Seal. The Board of Directors shall provide for a corporate seal, to be in such a form as the directors may determine to be appropriate, and any officer of the Association may, when and as required or as determined to be appropriate, affix or impress the seal, or a facsimile thereof, to or on any instrument or document of the Association.

Section 10.02 Fiscal Year. The fiscal year of the Association shall begin on the 1st day of January and end on the 31st day of December in each year.

Section 10.03 Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents (collectively, “instruments”) may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Association by the Chairperson, or the Chief Executive Officer, or any vice president (however designated), or any other officer who holds a position that is senior to a vice president (however designated), or the Secretary or any assistant secretary, or if in connection with the exercise of fiduciary powers of the Association, by any of said officers or by any Trust Officer. Any such instruments may also be executed, acknowledged, verified, delivered or accepted in behalf of the Association in such other manner and by such other officers or individuals as the board of directors or its authorized delegee may from time to time direct. The provisions of this Section 10.03 are supplementary to any other provisions of these Bylaws.

(END)

CERTIFICATE OF ADOPTION OF AMENDED AND RESTATED BYLAWS

ZIONS BANCORPORATION, NATIONAL ASSOCIATION

The undersigned hereby certifies that he is the duly appointed and acting Secretary of ZIONS BANCORPORATION, NATIONAL ASSOCIATION , a National Association, and that the foregoing Amended and Restated Bylaws were approved and adopted by a vote of the directors of the Association, effective as of September 30, 2018, and a record of such action is maintained in the minute book of the Association.

Executed this 19th day of September, 2018.

/s/ Thomas E. Laursen

Thomas E. Laursen, Secretary

LA_LAN01:331384.9

Exhibit 4.1

SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE, dated as of September 30, 2018 (the “ Second Supplemental Indenture ”), is by and among The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States as successor trustee to J.P. Morgan Trust Corporation, National Association (herein, together with its successors in interest, the “ Trustee ”), ZB, National Association, a national banking association organized under the laws of the United States (the “ Successor Company ”) and Zions Bancorporation, a Utah Corporation (the “ Company ”), under the Indenture referred to below.

RECITALS

WHEREAS, the Trustee and the Company are parties to that certain Indenture, dated as of September 10, 2002 (the “ Base Indenture ”), and the First Supplemental Indenture, dated as of April 21, 2014 (together with the Base Indenture, the “ Indenture ”), pursuant to which the Company issued its 4.50% Senior Notes due June 13, 2023 (the “ 2023 Notes ”);

WHEREAS, as permitted by the terms of the Indenture, pursuant to an Agreement and Plan of Merger, dated as of April 5, 2018, as amended and restated July 10, 2018 (as amended, the “ Merger Agreement ”), the Company will merge with and into the Successor Company (the “ Merger ”) with the Successor Company as the surviving corporation;

WHEREAS, Section 1008 of the Indenture provides, among other things, that, subject to certain exceptions, the Company, with respect to the Securities of any series, may omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided in Sections 1009 or 1010 if before the time for such compliance the Holders of at least 66 2/3% in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, waive such compliance in such instance;

WHEREAS, the Company has received and caused to be delivered to the Trustee evidence of the consent of holders of at least 66 2/3% in principal amount of the 2023 Notes to waive compliance by the Company with the covenants set forth in Sections 1009 and 1010 of the Indenture in connection with the completion of the Merger;

WHEREAS, the Board of Directors of the Company has authorized and approved the execution and delivery of this Second Supplemental Indenture;

WHEREAS, the parties hereto are entering into this Second Supplemental Indenture pursuant to, and in accordance with, Articles Eight and Nine of the Indenture.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Trustee, the Company and the Successor Company hereby agree as follows:

SECTION 1. Definitions. All capitalized terms used herein that are defined in the Indenture, either directly or by reference therein, shall have the respective meanings assigned to them in the Indenture except as otherwise provided herein or unless the context otherwise requires.

SECTION 2. Assumption of Obligations .


(a)	Pursuant to, and in compliance and accordance with, Section 801 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of (and premium, if any) and interest on all of the Securities and the performance or observance of every covenant of the Indenture on the part of the Company to be performed or observed.

(b)

Pursuant to, and in compliance and accordance with, Section 802 of the Indenture, upon consummation of the Merger, the Successor Company shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture with the same effect as if the Successor Company had been named as the Company therein, and hereafter, the Company shall be relieved of all obligations and covenants under the Indenture and the Securities.

SECTION 3. Representations and Warranties. The Successor Company represents and warrants that (a) it has all necessary corporate power and authority to execute and deliver this Second Supplemental Indenture and to perform the Indenture, (b) it will be, upon the effectiveness of this Second Supplemental Indenture, the successor of the Company pursuant to the Merger effected in accordance with applicable law, (c) it is a national banking association organized and existing under the laws of the United States and (d) immediately after giving effect to the Merger and treating any indebtedness which becomes an obligation of the Successor Company or any subsidiary as a result of the Merger as having been incurred by the Successor Company or such subsidiary at the time of the Merger, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has happened and is continuing. The Company represents and warrants that immediately before giving effect to the Merger and this Second Supplemental Indenture, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default before giving effect to the Merger and this Second Supplemental Indenture, has happened and is continuing.

SECTION 4. Conditions of Effectiveness. This Second Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that:


(a)	the Trustee shall have executed and delivered a counterpart of this Second Supplemental Indenture and shall have received one or more counterparts of this Second Supplemental Indenture executed by the Successor Company and the Company;


(b)	the Trustee shall have received an Officers’ Certificate stating that (i) the Merger and this Second Supplemental Indenture comply with Article Eight of the Indenture and (ii) all conditions precedent therein provided for relating to the Merger have been complied with;


(c)	the Trustee shall have received an Opinion of Counsel stating that (i) the Merger and this Second Supplemental Indenture comply with Article Eight of the Indenture, (ii) all conditions precedent therein provided for relating to the Merger have been complied with and (iii) the execution of this Second Supplemental Indenture is authorized or permitted by the Indenture;


(d)	the Successor Company and the Company shall have duly executed and filed with the Utah Department of Commerce Division of Corporations and Commercial Code the Articles of Merger in connection with the Merger.

SECTION 5. Effectiveness. This Second Supplemental Indenture shall become effective upon its execution and delivery by the Company, the Successor Company and the Trustee and as of the date hereof. Upon such effectiveness, the Indenture shall be supplemented in accordance herewith. This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of the Securities or of series thereof hereafter authenticated and delivered under the Indenture shall be bound thereby. The Indenture and this Second Supplemental Indenture shall henceforth be read and construed together.

SECTION 6. Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect.

SECTION 7. The Trustee. The Trustee accepts the Indenture, as supplemented hereby, and agrees to perform the same upon the terms and conditions set forth therein, as supplemented hereby. The Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. The recitals contained in this Second Supplemental Indenture shall be taken as the statements of the Company or the Successor Company, as applicable, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture.

SECTION 8. Separability Clause. In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 9. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 10. Successor and Assigns. All covenants and agreements in this Second Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

SECTION 11. Governing Law. This Second Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 12. Execution in Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered by facsimile or PDF transmission shall constitute effective execution of this Second Supplemental Indenture and shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first written above.



Zions Bancorporation


By	/s/ Harris H. Simmons
	Name:	Harris H. Simmons
	Title:	Chairman and Chief Executive Officer



ZB, National Association


By	/s/ Scott J. McLean
	Name:	Scott J. McLean
	Title:	President and Chief Operating Officer



The Bank of New York Mellon Trust Company, N.A., as Trustee


By	/s/ R. Tarnas
	Name:	R. Tarnas
	Title:	Vice President

Exhibit 4.2

FOURTH SUPPLEMENTAL INDENTURE

THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of September 30, 2018, is by and among The Bank of New York Mellon Trust Company, N.A., a national banking association organized under the laws of the United States as successor trustee to J.P. Morgan Trust Corporation, National Association (herein, together with its successors in interest, the “ Trustee ”), ZB, National Association, a national banking association organized under the laws of the United States (the “ Successor Company ”) and Zions Bancorporation, a Utah Corporation (the “ Company ”), under the Indenture referred to below.

RECITALS

WHEREAS, the Trustee and the Company are parties to that certain Indenture, dated as of September 10, 2002 (the “ Base Indenture ”), the First Supplemental Indenture, dated as of June 30, 2009 (the “ First Supplemental Indenture ”), the Second Supplemental Indenture, dated as of November 5, 2013 (the “ Second Supplemental Indenture ”) and the Third Supplemental Indenture, dated as of April 21, 2014 (together with the Base Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the “ Indenture ”), pursuant to which the Company issued its 5.65% Fixed-to-Floating Rate Subordinated Notes due November 15, 2023 and its 6.95% Fixed-to-Floating Rate Subordinated Notes due September 15, 2028 (collectively, the “ Securities ”);

WHEREAS, the parties hereto are entering into this Fourth Supplemental Indenture pursuant to, and in accordance with, Articles Eight and Nine of the Indenture.

SECTION 2. Assumption of Obligations.


(a)	Pursuant to, and in compliance and accordance with, Section 801 of the Indenture, the Successor Company hereby expressly assumes the due and punctual payment of the principal of (and premium, if any) and interest on all of the Securities and the performance or observance of every covenant of the Indenture on the part of the Company to be performed or observed.

(b)

SECTION 3. Representations and Warranties. The Successor Company represents and warrants that (a) it has all necessary corporate power and authority to execute and deliver this Fourth Supplemental Indenture and to perform the Indenture, (b) it will be, upon the effectiveness of this Fourth Supplemental Indenture, the successor of the Company pursuant to the Merger effected in accordance with applicable law, (c) it is a national banking association organized and existing under the laws of the United States, (d) immediately after giving effect to the Merger and treating any indebtedness which becomes an obligation of the Successor Company or any subsidiary as a result of the Merger as having been incurred by the Successor Company or such subsidiary at the time of the Merger, no Event of Default or Default, and no event which, after notice or lapse of time or both, would become an Event of Default or Default, has happened and is continuing; and (e) this Fourth Supplemental Indenture is executed and delivered pursuant to Article Eight and Article Nine of the Indenture and does not require the consent of the Holders. The Company represents and warrants that immediately before giving effect to the Merger and this Fourth Supplemental Indenture, no Event of Default or Default, and no event which, after notice or lapse of time or both, would become an Event of Default or Default, before giving effect to the Merger and this Fourth Supplemental Indenture, has happened and is continuing.

SECTION 4. Conditions of Effectiveness. This Fourth Supplemental Indenture shall become effective simultaneously with the effectiveness of the Merger, provided, however, that:


(a)	the Trustee shall have executed and delivered a counterpart of this Fourth Supplemental Indenture and shall have received one or more counterparts of this Fourth Supplemental Indenture executed by the Successor Company and the Company;


(b)	the Trustee shall have received an Officers’ Certificate stating that (i) the Merger and this Fourth Supplemental Indenture comply with Article Eight of the Indenture and (ii) all conditions precedent therein provided for relating to the Merger have been complied with;


(c)	the Trustee shall have received an Opinion of Counsel stating that (i) the Merger and this Fourth Supplemental Indenture comply with Article Eight of the Indenture, (ii) all conditions precedent therein provided for relating to the Merger have been complied with and (iii) the execution of this Fourth Supplemental Indenture is authorized or permitted by the Indenture; and


(d)	the Successor Company and the Company shall have duly executed and filed with the Utah Department of Commerce Division of Corporations and Commercial Code the Articles of Merger in connection with the Merger.

SECTION 5. Effectiveness. This Fourth Supplemental Indenture shall become effective upon its execution and delivery by the Company, the Successor Company and the Trustee and as of the date hereof. Upon such effectiveness, the Indenture shall be supplemented in accordance herewith. This Fourth Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of the Securities or of series thereof hereafter authenticated and delivered under the Indenture shall be bound thereby. The Indenture and this Fourth Supplemental Indenture shall henceforth be read and construed together.

SECTION 6. Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the Indenture shall remain in full force and effect.

SECTION 7. The Trustee. The Trustee accepts the Indenture, as supplemented hereby, and agrees to perform the same upon the terms and conditions set forth therein, as supplemented hereby. The Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct or affecting the liability or affording protection to the Trustee, whether or not elsewhere herein so provided. The recitals contained in this Fourth Supplemental Indenture shall be taken as the statements of the Company or the Successor Company, as applicable, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Fourth Supplemental Indenture.

SECTION 8. Separability Clause. In case any provision in this Fourth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 9. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 10. Successor and Assigns. All covenants and agreements in this Fourth Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

SECTION 11. Governing Law. This Fourth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.

SECTION 12. Execution in Counterparts. This Fourth Supplemental Indenture may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered by facsimile or PDF transmission shall constitute effective execution of this Fourth Supplemental Indenture and shall be deemed to be an original and all of which when taken together shall constitute but one and the same instrument. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed as of the day and year first written above.



Zions Bancorporation


By	/s/ Harris H. Simmons
	Name:	Harris H. Simmons
	Title:	Chairman and Chief Executive Officer



ZB, National Association


By	/s/ Scott J. McLean
	Name:	Scott J. McLean
	Title:	President and Chief Operating Officer



The Bank of New York Mellon Trust Company, N.A., as Trustee


By	/s/ R. Tarnas
	Name:	R. Tarnas
	Title:	Vice President

Exhibit 99.1 ***FOR RELEASE ON OCTOBER 1, 2018 AT 4:15 P.M. EASTERN*** FOR: ZIONS BANCORPORATION, N.A. Contact: James Abbott One South Main Street Director of Investor Relations Salt Lake City, Utah Tel: (801) 844‐7637 Harris H. Simmons Chairman/Chief Executive Officer ZIONS BANCORPORATION, N.A. ANNOUNCES SUCCESSFUL COMPLETION OF THE MERGER OF ITS HOLDING COMPANY WITH AND INTO ITS BANK SALT LAKE CITY, October 1, 2018 /PRNewswire/ -- Zions Bancorporation, N.A. (NASDAQ: ZION, “Zions”) announced today that it has successfully completed the merger of its holding company, Zions Bancorporation, with and into the operating banking entity, effective September 30, 2018. The surviving entity, previously known as ZB, N.A., will be known as Zions Bancorporation, National Association (N.A.). The intent to merge the two legal entities was announced in November 2017. Zions will continue to operate with its existing local brand names and management teams in markets throughout the western United States. Chairman and CEO Harris H. Simmons commented, “We are encouraged with the successful completion of this step to make our organization more efficient. The merger will streamline our regulatory framework and eliminate duplicative examinations and other overlapping regulatory requirements. Zions will continue to be subject to robust safety and soundness regulatory oversight from the Office of the Comptroller of the Currency.” As has been previously noted in various filings with the Securities and Exchange Commission (SEC), Zions’ common shares will continue to be traded on NASDAQ with the same ticker symbol. Zions will continue to provide financial reporting to the SEC, consistent with its prior practice. Zions Bancorporation, N.A. is one of the nation's premier financial services companies with total assets exceeding $65 billion. Zions operates under local management teams and distinct brands in 11 western states: Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington and Wyoming. The company is a national leader in Small Business Administration lending and public finance advisory services, and is a consistent top recipient of Greenwich Excellence awards in banking. In addition, Zions is included in the S&P 500 and NASDAQ Financial 100 indices. Investor information and links to local banking brands can be

accessed at zionsbancorporation.com. # # # # # # # # # # # # #