8-K

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

April 1, 2005    (January 28, 2005)
Date of Report    (Date of earliest event reported)

ZIONS BANCORPORATION
(Exact name of registrant as specified in its charter)

Utah (State or other
jurisdiction of
incorporation) 0-2610 (Commission
File Number) 87-0227400 (IRS Employer
Identification No.)

One South Main, Suite 1134,   Salt Lake City, Utah (Address of principal executive offices) 84111 (Zip Code)

(801) 524-4787
(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 240.13a-4(c))

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Item 1.01    Entry into a Material Definitive Agreement.

As a result of the Company's determination that George M. Feiger is a named executive officer of the Company with respect to the fiscal year ended December 31, 2005, the Company hereby files the following agreements relating to Mr. Feiger's employment with the Company and his interest in Welman Holdings, Inc.:

(1)	Employment Agreement dated as of June 1, 2004 between the Company and Mr. Feiger; and
(2)	Stock Purchase and Shareholder Agreement dated June 1, 2004 among Welman Holdings, Inc., the Company, Zions First National Bank and PSC Wealth Management, LLC.; and
(3)	Form of Change in Control Agreement between the Company and Mr. Feiger.

Item 9.01    Financial Statements and Exhibits

                (a)        Not Applicable.

                (b)        Not Applicable.

                (c)        Exhibits.

                 The following exhibits are furnished as part of this report:

Exhibit Number 99.1	DescriptionEmployment Agreement dated as of June 1, 2004 between the Company and Mr. Feiger.
99.2	Stock Purchase and Shareholder Agreement dated June 1, 2004 among Welman Holdings, Inc., the Company, Zions First National Bank and PSC Wealth Management, LLC.
99.3	Form of Change in Control Agreement between the Company and Mr. Feiger, incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002.

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SIGNATURE

        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


BY: /s/  Thomas E. Laursen
——————————————
Name: Thomas E. Laursen
Title:   Senior Vice President

Date: April 1, 2005

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EX-99.1

EXHIBIT 99.1

EMPLOYMENT AGREEMENT

        AGREEMENT, dated as of June 1, 2004, by and between Zions Bancorporation (“ZIONS”), and George M. Feiger (“EMPLOYEE”).

        IN CONSIDERATION OF the mutual covenants herein contained, and other good and valuable consideration, the parties hereto agree as follows:

    1.     Employment.

            Zions hereby agrees to employ Employee, and Employee agrees to serve as an employee of Zions during the Period of Employment, as defined in Section 2, as Executive Vice President of Zions with corporate responsibility for a private client wealth management business to be developed by Employee through Welman Holdings, Inc. (“Welman”), an indirectly held subsidiary of Zions, reporting to the Chief Executive Officer of Zions (“Chief Executive Officer”) with the duties and responsibilities attendant to such position.

    2.     Period of Employment.

            The “Period of Employment” shall be the period commencing on September 1, 2003 (the “Effective Date”) and ending on the second anniversary of the Effective Date (the “Initial Employment Period”). Commencing upon the conclusion of the Initial Employment Period and on each anniversary of the Effective Date thereafter, the Period of Employment shall be automatically extended for one year terms unless written notice of the intention not to extend the Period of Employment is provided by either party not later than 60 days prior to the conclusion of the Initial Employment Period or any extension thereof (a “Non-Renewal Notice”).

    3.     Duties During the Period of Employment.

            During the Period of Employment, Employee shall devote substantially all of his business time and attention to the affairs of Zions and its subsidiary companies and use his best efforts to perform such responsibilities, provided, however, that Employee may engage in other activities, such as activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the board of directors of other organizations (as Zions may from time to time agree to), and personal investments and similar type activities to the extent that such other activities do not inhibit or prohibit the performance of Employee’s duties under this Agreement or conflict in any material way with the business of Zions and its subsidiaries.

    4.     Compensation.

    (a)     Signing Bonus.

            On November 3, 2003, Zions paid Employee a one-time signing bonus in the amount of $233,000.

    (b)    Annual Base Salary.

            Zions will pay (or cause to be paid) to Employee during the Period of Employment an annual base salary (“Annual Base Salary”) payable in bi-weekly installments during each fiscal year, or portion thereof. The initial Annual Base Salary shall be $325,000 per annum, which shall be increased by not less than 10% of the previous year’s Annual Base Salary in each of fiscal years 2004, 2005 and 2006 and by not less than 6% of the previous year’s Annual Base Salary in fiscal year 2007. Such adjustments shall be made during the first quarter of each respective fiscal year, retroactive to the first pay period in such fiscal year. Any increases to Annual Base Salary after fiscal year 2007 shall be determined in Zions’ sole discretion. The term Annual Base Salary as used in this Agreement shall refer to Annual Base Salary as so increased.

    (c)     Discretionary Bonus.

            During the Period of Employment, Employee shall be considered annually by the Executive Compensation Committee of the Board of Directors of Zions (“Board of Directors”) for a discretionary bonus payment made in accordance with the compensation policies of Zions as in effect from time to time. The “target” bonus amount to be presented to the Executive Compensation Committee for Employee shall be 60% of Annual Base Salary (“Target Bonus”).

    (d)     Welman Stock.

            Zions and Employee acknowledge and agree that Section 10.5 of the Stock Purchase and Shareholder Agreement, dated as of June 1, 2004, by and among Welman, Zions, Zions First National Bank (“ZFNB”), PCS Wealth Management LLC and Employee (“Stock Purchase Agreement”) provides certain rights to ZFNB with respect to Employee’s Proportionate Interest (as defined in the Stock Purchase Agreement) upon a “Change in Control” (as defined in the Stock Purchase Agreement) and Employee’s termination of employment.

    5.     Other Employee Benefits.

    (a)     Vacation and Sick Leave.

            Employee shall be entitled to paid annual vacation periods and to sick leave in accordance with the policies of Zions as in effect from time to time.

    (b)     Key Employee Incentive Stock Option Plan.

            Employee shall be entitled to receive stock options under the Key Employee Incentive Stock Option Plan of Zions, as in effect from time to time, in such amounts and upon such terms as may be prescribed by the Executive Compensation Committee of the Board of Directors, in the sole discretion of the Committee.

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    (c)     Employee Benefit Plans or Arrangements.

            During the Period of Employment, except as otherwise expressly provided herein, Employee shall be entitled to participate in all employee benefit plans of Zions, as in effect from time to time, under such terms as may be applicable to officers of Employee’s rank employed by Zions or its subsidiaries, including, without limitation, plans providing retirement benefits, medical insurance, life insurance, disability insurance, and accidental death or dismemberment insurance. Employee shall not be eligible to participate in the Zions Senior Management Value Sharing Plans.

    (d)     Expenses.

            Employee shall be reimbursed for reasonable travel and other expenses incurred or paid by Employee in connection with the performance of his services under this Agreement, upon presentation of expense statements or vouchers or such other supporting information as may from time to time be requested and in accordance with policies of Zions as in effect from time to time.

    (e)     Change in Control Agreement.

            Employee shall be provided with a Change in Control Agreement (“Change in Control Agreement”), in a form substantially comparable to that provided to other executive officers of Zions. In the event a Change in Control (as defined in the Change in Control Agreement) occurs during the Period of Employment, the terms and provisions of the Change in Control Agreement shall expressly supercede the terms and provisions of this Agreement as of the effective date of such Change in Control.

    6.     Termination of Employment.

    (a)     Termination by Zions Other Than for Just Cause.

        (i)     If Zions terminates Employee’s employment during the Initial Employment Period for other than Just Cause (as herein defined), Zions shall have no further obligations to Employee under this Agreement other than to cause to be paid to Employee forthwith an amount equal to the sum of (a) the product of (i) Annual Base Salary and (ii) the fraction, the numerator of which is the number of months (and fractions thereof) then remaining in the Initial Employment Period plus twelve months and the denominator of which is twelve, and (b) the product of (i) the Target Bonus and (ii) the fraction, the numerator of which is the number of months (and fractions thereof) then remaining in the Initial Employment Period plus twelve months and the denominator of which is twelve (this sum, the “Initial Employment Period Severance Payment”).

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        (ii)     If Zions terminates Employee’s employment after the Initial Employment Period for other than Just Cause, Zions shall have no further obligations to Employee under this Agreement other than to cause to be paid to Employee forthwith an amount equal to the sum of (a) the product of (i) Annual Base Salary and (ii) the fraction, the numerator of which is the greater of (x) six and (y) the number of months (and fractions thereof) then remaining in the Period of Employment and the denominator of which is twelve, and (b) the Target Bonus (this sum, the “Employment Period Severance Payment”).

        (iii)     For purposes of this Agreement, “Just Cause” shall mean (i) the continual failure by Employee to perform substantially his duties with Zions (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to Employee by the Chief Executive Officer; (ii) a conviction of a felony or nolo contendere plea by Employee with respect thereto; (iii) habitual drunkenness; (iv) excessive absenteeism not related to illness, sick leave or vacations, but only after written notice from the Chief Executive Officer followed by a repetition of such excessive absenteeism; (v) dishonesty; (vi) continuous violations of Zions’ Code of Ethics and Business Conduct after written notification from the Chief Executive Officer or (vii) material breach of Section 7 after written notice from the Chief Executive Officer. In each instance in which Employee is entitled to written notice of conduct allegedly constituting Just Cause, he shall have 60 days thereafter to cure such deficiency. If the Chief Executive Officer does not deliver to Employee such written notice, or in an instance in which no written notice is required, take action, within 90 days after the Chief Executive Officer has knowledge of an event constituting Just Cause for termination, the event will no longer constitute Just Cause. Notwithstanding the foregoing, Employee shall not be deemed to have been terminated for Just Cause unless and until there shall have been delivered to him a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors at a meeting of the Board of Directors called and held (after reasonable notice to Employee and an opportunity for Employee, together with Employee’s counsel, to be heard before the Board of Directors) for the purpose of determining whether in the good faith opinion of the Board of Directors Zions has Just Cause to terminate Employee’s employment.

    (b)     Termination by Employee for Material Breach by Zions.

        (i)     If Employee terminates his employment during the Initial Employment Period for Material Breach by Zions (as herein defined), Zions shall have no further obligations to Employee under this Agreement other than to cause the Initial Employment Period Severance Payment to be paid to Employee forthwith.

        (ii)     If Employee terminates his employment after the Initial Employment Period for Material Breach by Zions, Zions shall have no further obligations to Employee under this Agreement other than to cause the Employment Period Severance Payment to be paid to Employee forthwith.

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        (iii)     For purposes of this Agreement, “Material Breach by Zions” shall mean, in the absence of a written consent of Employee, (i) the substantive failure of ZFNB to fulfill its obligations under Section 9.3 of the Stock Purchase Agreement with respect to the Guaranteed Investment (as defined in the Stock Purchase Agreement); (ii) a material reduction in the scope or nature of the responsibilities of Employee as contemplated by Section 1; (iii) a transfer of the overall management of Zions’ private client wealth management business to another individual; or (iv) Zions giving Employee a Non-Renewal Notice. A Material Breach by Zions shall not be deemed to have occurred unless and until there shall have been delivered to the Chief Executive Officer a written notice explaining the basis for such breach, and Zions shall have had 60 days thereafter to cure any such alleged breach. If Employee does not deliver to Zions such written notice within 90 days after Employee has knowledge of an event constituting a Material Breach by Zions, the event will no longer constitute a Material Breach by Zions. Notwithstanding the foregoing, placing Employee on a paid leave for up to 90 days, pending determination of whether there is a basis to terminate Employee for Just Cause, shall not constitute a Material Breach by Zions; provided, further, that if Employee is subsequently terminated for Just Cause, then Employee shall repay any amounts paid by the Zions to Employee during such leave period.

    (c)     Termination by Zions for Just Cause, by Employee Other Than for Material Breach by Zions, or at the End of the Period of Employment.

            If Zions terminates Employee’s employment for Just Cause or Employee terminates his employment other than for Material Breach by Zions (or if Employee gives Zions a Non-Renewal Notice and Employee is still employed by Zions on the last day of the Period of Employment), Employee will be entitled to be paid Annual Base Salary through the end of the month in which the date of termination occurs.

    (d)     Death or Disability

            If, during the Period of Employment, Employee’s employment terminates on account of Employee’s death or any disability which Zions determines renders Employee permanently unable to perform his duties under this Agreement, Zions shall have no further obligations to Employee under this Agreement other than to pay Employee or his estate forthwith the sum of (a) the product of (i) Annual Base Salary and (ii) the fraction, the numerator of which is the number of months (and fractions thereof) then remaining in the Period of Employment and the denominator of which is twelve, and (b) the product of (i) Target Bonus and (ii) the fraction, the numerator of which is the number of months (and fractions thereof) then remaining in the Period of Employment and the denominator of which is twelve.

    (e)     Notice of Termination

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            Any termination by Zions or by Employee shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 12. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide basis for termination of Employee’s employment under the provision so indicated and (iii) if the date of termination is other than the date of receipt of such notice, specifies the date of termination.

    (f)     Condition.

            Zions shall not be required to make the payments and provide the benefits specified in this Section 6 unless Employee executes and delivers to Zions an agreement releasing Zions, its affiliates and its officers, directors and employees from all liability (other than the payments and benefits under this Agreement) substantially in the form attached as Exhibit A and such agreement has become effective and irrevocable.

    7.     Noncompetition; Non-Disclosure

    (a)     Employee hereby agrees that (x) during the Period of Employment and (y) for a two year period after the Period of Employment is terminated for any of the reasons described in Section 6(c) hereof or for a six month period after the Period of Employment is terminated pursuant to Section 6(a) or Section 6(b) hereof, Employee will not (i) engage in the private client wealth management business other than on behalf of Zions or its affiliates within the Designated Area (as hereinafter defined), (ii) directly or indirectly own, manage, operate, control, be employed by, or provide management or consulting services in any capacity to any firm, corporation, or other entity (other than Zions or its affiliates) engaged in the private client wealth management business in the Designated Area, or (iii) directly or indirectly Solicit any employee, officer, or member of the Board of Directors or any of its affiliates to engage in any action prohibited under (i) or (ii) of this Section 7(a); provided that the ownership by Employee as an investor of not more than five percent of the outstanding shares of stock of any corporation whose stock is listed for trading on any securities exchange or is quoted on The Nasdaq Stock Market, or the shares of any investment company as defined in section 3 of the Investment Company Act of 1940, as amended, shall not in itself constitute a violation of Employee’s obligations under this Section 7(a).

            As used herein, “Designated Area” shall mean any market within 50 miles of any private client wealth management office which Employee has, during the course of his employment with Zions, managed, either directly or indirectly and “Solicit” means any direct or indirect communication of any kind, regardless of who initiates it, that in any way invites, advises, encourages or requests any person to take or refrain from taking any action.

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    (b)     Employee hereby acknowledges that, as an employee of Zions, he will be making use of, acquiring and adding to confidential information of a special and unique nature and value relating to Zions and its strategic plan and financial operations. Employee further recognizes and acknowledges that all confidential information is the exclusive property of Zions, is material and confidential, and is critical to the successful conduct of the business of Zions. Accordingly, Employee shall not, at any time during or following the Period of Employment, disclose, use, transfer or sell, except in the course of employment with Zions, any confidential information or proprietary data of Zions and its affiliates so long as such information or proprietary data remains confidential and has not been disclosed or is not otherwise in the public domain, except as required by law or pursuant to legal process.

    (c)     The parties acknowledge that this Agreement would not have been entered into and the benefits described in Section 4, 5 or 6 would not have been promised in the absence of Employee’s promises under this Section 7. Employee acknowledges and agrees that irreparable injury will result to Zions in the event of a breach of any of the provisions of this Section 7 (the “Designated Provisions”) and that Zions will have no adequate remedy at law with respect thereto. Accordingly, in the event of a material breach of any Designated Provision, and in addition to any other legal or equitable remedy Zions may have, Zions shall be entitled to the entry of a preliminary and permanent injunction (including, without limitation, specific performance) by a court of competent jurisdiction in the state of Utah to restrain the violation or breach thereof by Employee or any affiliates, agents, or any other persons acting for or with Employee in any capacity whatsoever, and Employee submits to the jurisdiction of such court in any such action.

    (d)     Any termination of Employee’s employment or of this Agreement (or breach of this Agreement by Employee or Zions) shall have no effect on the continuing operation of this Section 7 except as described in Section 7(a).

    (e)     It is the desire and intent of the parties that the provisions of this Section 7 shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this Section 7 shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete therefrom the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. In addition, should any court determine that the provisions of this Section 7 shall be unenforceable with respect to scope, duration, or geographic area, such court shall be empowered to substitute, to the extent enforceable, provisions similar hereto or other provisions so as to provide to Zions, to the fullest extent permitted by applicable law, the benefits intended by this Section 7.

    (f)     In the event that Employee breaches Section 7(a) or 7(b), Zions’ obligation to make or provide payments or benefits under Section 6 shall cease.

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    8.     Life Insurance.

            In light of the unusual abilities and experience of Employee, Zions in its discretion may apply for and procure as owner and for its own benefit insurance on the life of Employee, in such amount and in such form as Zions may choose. Zions shall make all payments for such insurance and shall receive all benefits from it. Employee shall have no interest whatsoever in any such policy or policies but, at the request of Zions shall submit to medical examinations and supply such information and execute such documents as may reasonably be required by the insurance company or companies to which Zions has applied for insurance.

    9.     Representations and Warranties.

    (a)     Employee represents and warrants to Zions that his execution, delivery, and performance of this Agreement will not result in or constitute a breach of or conflict with any term, covenant, condition, or provision of any commitment, contract, or other agreement or instrument, including, without limitation, any other employment agreement, to which Employee is or has been a party.

    (b)     Employee shall indemnify, defend, and hold harmless Zions for, from and against any and all losses, claims, suits, damages, expenses, or liabilities, including court costs and counsel fees, Zions has incurred or to which Zions may become subject, insofar as such losses, claims, suits, damages, expenses, liabilities, costs, or fees arise out of or are based upon any failure of any representation or warranty of Employee in Section 9(a) hereof to be true and correct when made.

    10.     Indemnification.

            At all times during the Period of Employment, Zions’ Articles of Incorporation and Bylaws shall provide for the indemnification of Employee against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, relating to Employee’s actions as a director and/or officer of Zions, and to the advancement of expenses as incurred in connection therewith, to the fullest extent permissible under Utah law and the Federal Deposit Insurance Act.

    11.     Governing Law.

    (a)     This Agreement is governed by and is to be construed and enforced in accordance with the laws of the State of Utah. If under such law, any portion of this Agreement is at any time deemed to be in conflict with any applicable statute, rule, regulation or ordinance, such portion shall be deemed to be modified or altered to conform thereto or, if that is not possible, to be omitted from this Agreement; the invalidity of any such portion shall not affect the force, effect and validity of the remaining portion hereof.

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    (b)     Subject to the right of each party to seek specific performance (which right shall not be subject to arbitration), if a dispute arises out of or relates to this Agreement, or the breach thereof, Employee’s employment or the termination of his employment, such dispute shall be referred to arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). A dispute subject to the provisions of this Section will exist if either party notifies the other party in writing that a dispute subject to arbitration exists and states, with reasonable specificity, the issue subject to arbitration (the “Arbitration Notice”). The parties agree that, after the issuance of the Arbitration Notice, the parties will try in good faith to resolve the dispute by mediation in accordance with the Commercial Rules of Arbitration of AAA between the date of the issuance of the Arbitration Notice and the date the dispute is set for arbitration. If the dispute is not settled by the date set for arbitration, then any controversy or claim arising out of this Agreement or the breach hereof shall be resolved by binding arbitration and judgment upon any award rendered by arbitrator(s) may be entered in a court having jurisdiction. Any person serving as a mediator or arbitrator must have at least ten years’ experience in resolving commercial disputes through arbitration. In the event any claim or dispute involves an amount in excess of $2,000,000, either party may request that the matter be heard by a panel of three arbitrators; otherwise all matters subject to arbitration shall be heard and resolved by a single arbitrator. The arbitrator shall have the same power to compel the attendance of witnesses and to order the production of documents or other materials and to enforce discovery as could be exercised by a United States District Court judge sitting in the state of Utah. In the event of any arbitration, each party shall have a reasonable right to conduct discovery to the same extent permitted by the Federal Rules of Civil Procedure, provided that such discovery shall be concluded within ninety days after the date the matter is set for arbitration. Any provision in this Agreement to the contrary notwithstanding, this section shall be governed by the Federal Arbitration Act and the parties have entered into this Agreement pursuant to such Act.

12. Notices.

            All notices and other communications under this Agreement shall be in writing and shall be deemed effective when delivered in person, or forty-eight (48) hours after deposit thereof in the U.S. mails, postage prepaid, for delivery as registered or certified mail, addressed, as follows:

            If to Employee, at Employee’s primary residential address as shown on the records of Zions.

          If to Zions, to:

Harris H. Simmons, CEO
Zions Bancorporation

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1 So. Main St.
Salt Lake City, UT 84111
Fax: 801-524-4796

or to such other address as either party shall have furnished to the other in writing in accordance herewith. In lieu of personal notice or notice by deposit in the U.S. mail, a party may give notice by confirmed fax (with telephone confirmation of receipt).

    13. Miscellaneous.

    (a) This Agreement constitutes the entire understanding between Zions and Employee relating to employment of Employee by Zions and supersedes and cancels all prior written and oral agreements and understandings with respect to the subject matter of this Agreement (and Employee shall not be eligible for severance benefits under any plan, program or policy of Zions other than those benefits provided in the Change in Control Agreement). This Agreement may be amended or modified but only by a subsequent written agreement of the parties. This Agreement shall be binding upon and shall inure to the benefit of Employee, Employee’s heirs, executors, administrators and beneficiaries, and Zions and its successors. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

    (b) All amounts payable to Employee under this Agreement shall be subject to applicable withholding of income, wage and other taxes. Zions may withhold from any amounts payable under this Agreement such Federal, state and local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

    (c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

    (d) Zions’ or Employee’s failure to insist upon strict compliance with any provision of this Agreement or the failure to assert any right Employee or Zions may have hereunder shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement, except as set forth specifically in Sections 6(a)(iii) and 6(b)(iii) of this Agreement.

    (e) Any reference to a Section herein is a reference to a section of this Agreement unless otherwise noted.

    (f) This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

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        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the year and day first above written.

ZIONS BANCORPORATION


BY: _________________________________
       Name: Harris H. Simmons
       Title:   Chairman, President and
                   Chief Executive Officer

BY: _________________________________
       Name: George M. Feiger

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EXHIBIT A

(Form of Release)

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EX-99.2

EXHIBIT 99.2

STOCK PURCHASE AND SHAREHOLDER AGREEMENT

dated

June 1, 2004

by and among

WELMAN HOLDINGS, INC.,

ZIONS BANCORPORATION,

ZIONS FIRST NATIONAL BANK

and

PCS WEALTH MANAGEMENT, LLC

Table of Contents
		Page
ARTICLE I Definitions
1.1	Definitions	2
ARTICLE II Purchase and Sale of Common Stock
2.1	Authorization of Common Stock	8
2.2	Sale and Purchase	9
2.3	Closing	9
2.4	Delivery	9
ARTICLE III Series A Cumulative Preferred Stock
3.1	Issuance of Preferred Stock	9
3.2	Contributed Assets	10
3.3	Additional Issuances of Preferred Stock	10
3.4	Preferred Participation Amount Issuance	11
3.5	Repurchases of Preferred Stock	11
ARTICLE IV Representations and Warranties of Zions, ZFNB and the Company
4.1	Organization, Good Standing and Authority	12
4.2	Capitalization	12
4.3	Authorization; No Breach	13
4.4	Regulatory Matters	14
4.5	Rights of Common Stock	14
4.6	Ownership of Common Stock	14
4.7	Litigation	14
4.8	Company Activities	15
ARTICLE V Representations and Warranties of PCS LLC
5.1	Organization, Execution, Delivery and Performance	16
5.2	Offering	16
5.3	Investment	16
5.4	No Breach	17
5.5	Financing	17

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Table of Contents (continued)
		Page
5.6	Litigation	17
ARTICLE VI Conditions to the PCS LLC's Obligations at Closing
6.1	Representations and Warranties; Performance	18
6.2	Proceedings	18
6.3	Closing Certificate	18
6.4	Employment Agreement	19
6.5	No Governmental Action	19
6.6	Legal Opinion	19
6.7	Waiver	19
ARTICLE VII Conditions to Zions' and ZFNB's Obligations at Closing
7.1	Representations and Warranties; Performance	19
7.2	Closing Certificate	20
7.3	Employment Agreement	20
7.4	PCS LLC Operating Agreement	20
7.5	No Governmental Action	20
7.6	Waiver	20
ARTICLE VIII Covenants
8.1	Filings	20
8.2	Conditions to Closing	21
8.3	Restrictions on Other Agreements	21
ARTICLE IX Company Governance and Operations
9.1	The Board of Directors	21
9.2	Financial Information	21
9.3	Guaranteed Investment	22
9.4	Loans and Deposits	23
9.5	Other Services	25
9.6	Company Policies	25
9.7	Limitations on Ownership; Additional Common Stock	25
9.8	Asset Sales	26

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Table of Contents (continued)
		Page
ARTICLE X Transfers of Capital Stock
10.1	Prohibition Against Transfers	26
10.2	Regulatory Compliance	26
10.3	ZFNB Right of First Refusal	26
10.4	Transfer by ZFNB	27
10.5	ZFNB Calls	27
10.6	PCS LLC's Put	30
10.7	Buy-Back Payment; Buy-Back Closings	31
10.8	Valuation Procedures	34
10.9	Legends	37
ARTICLE XI Termination
11.1	Mutual Consent	37
11.2	Termination by Either Party	37
11.3	Termination by PCS LLC	38
11.4	Termination by Zions or ZFNB	38
11.5	Liability for Termination	38
ARTICLE XII Indemnification
12.1	Indemnification by ZFNB	38
12.2	Defense of Claims	38
ARTICLE XIII Miscellaneous
13.1	Interpretation	41
13.2	Waiver and Amendment	42
13.3	Counterparts	42
13.4	Governing Law	42
13.5	Arbitration	42
13.6	Expenses	44
13.7	Notices	44
13.8	Entire Agreement, Etc	46
13.9	Assignment	46
13.10	Survival of Representations and Warranties	46
13.11	Termination	46
13.12	Severability	46

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EXHIBIT LIST

EXHIBIT A          FORM OF COMMON STOCK CERTIFICATE
EXHIBIT B          SERIES A CERTIFICATE OF DESIGNATION
EXHIBIT C          CONTRIBUTED ASSETS
EXHIBIT D          PREFERRED PARTICIPATION AMOUNT
EXHIBIT E          ARTICLES OF INCORPORATION OF THE COMPANY
EXHIBIT F          EMPLOYMENT AGREEMENT
EXHIBIT G          FORM OF PCS WEALTH MANAGEMENT, LLC OPERATING AGREEMENT
EXHIBIT H          CALCULATION OF INCOME AFTER CAPITAL CHARGES

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STOCK PURCHASE AND SHAREHOLDER AGREEMENT

        This Stock Purchase and Shareholder Agreement (this “Agreement”) is entered into as of June 1, 2004, by and among Zions Bancorporation, a Utah corporation (“Zions”), Zions First National Bank, a national banking association (“ZFNB”), Welman Holdings, Inc., a Utah corporation (the “Company”), and PCS Wealth Management, LLC, a Utah limited liability company (“PCS LLC”).

RECITALS

        WHEREAS, ZFNB has organized the Company for the purpose of developing a private client wealth management business (the “Business”) in cooperation with George M. Feiger (“Feiger”);

        WHEREAS, Zions, the parent of ZFNB, is, simultaneously with the execution of this Agreement, entering into an employment agreement with Feiger pursuant to which Feiger will be responsible for the development and management of the Business;

        WHEREAS, the parties have agreed that Feiger and certain members of his management team in connection with the Business may purchase 10% of the common stock of the Company, with ZFNB retaining 90% of the common stock of the Company, and that the Company shall issue to ZFNB Preferred Stock (as defined below) in connection with the contributions of assets by ZFNB to the Company and the organization of the Company and the Business;

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        WHEREAS, Feiger has organized PCS LLC, of which Feiger is the managing member, to facilitate his management team’s investment in the common stock of the Company pursuant to this Agreement;

        WHEREAS, in connection with the transactions contemplated by this agreement, the Company has authorized the sale and issuance of (i) one thousand (1,000) shares (the “Common Shares”) of its common stock, par value $0.01 per share (the “Common Stock”) and (ii) two thousand seventy-seven (2,077) shares (the “Preferred Shares”) of its Series A Cumulative Preferred Stock, par value $0.01 per share (the “Preferred Stock”);

        WHEREAS, PCS LLC desires to purchase one thousand (1,000) Common Shares from the Company, representing, when issued, 10% of the outstanding Common Stock, on the terms and conditions set forth herein;

        WHEREAS, the Company desires to issue and sell the Common Stock to PCS LLC on the terms and subject to the conditions set forth herein; and

        WHEREAS, the Company will issue the Preferred Stock to ZFNB on the terms and subject to conditions described herein;

        NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
Definitions

           1.1            DEFINITIONS.   As used in this Agreement, the following terms shall have the following meanings:

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           “Act” means the Utah Revised Business Corporation Act.

          “Additional Contribution” has the meaning specified in Section 3.3 hereto.

          “Administrator” has the meaning specified in Section 13.5 hereto.

          “Affiliate” has the meaning set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission under the Exchange Act, except that, for purposes of this Agreement, the Company and its subsidiaries shall not be Affiliates of ZFNB.

          “arbitration clause” has the meaning specified in Section 13.5 hereto.

          “Board” has the meaning specified in Section 3.2 hereto.

          “Business” has the meaning specified in the Recitals hereto.

          “Buy-Back Closing” has the meaning specified in Section 10.7 hereto.

          “Buy-Back Notice” has the meaning specified in Section 10.7 hereto.

          “Buy-Back Period” has the meaning specified in Section 10.6 hereto.

          “Buy-Back Price” has the meaning specified in Section 10.8 hereto.

          “Buy-Back Securities” has the meaning specified in Section 10.5 hereto.

          “Call Notice” has the meaning specified in Section 10.5 hereto.

          “Change in Control” (a) with respect to Zions, has the meaning set forth in Section 2 of the Zions Bancorporation Change in Control Agreement, dated as of June 1, 2004, by and between Zions and Feiger and (b) with respect to ZFNB, means the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of the combined voting power or economic interests of the then-outstanding voting securities of such entity entitled to vote

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generally in the election of directors, except that the initial investment in the Company by ZFNB shall not be a Change in Control.

          “Closing” has the meaning specified in Section 2.3 hereto.

          “Closing Date” has the meaning specified in Section 2.3 hereto.

          “Common Shares” has the meaning specified in the Recitals hereto.

          “Common Stock” has the meaning specified in the Recitals hereto.

          “Company Revaluation” has the meaning specified in Section 10.7 hereto.

          “Company Valuation” has the meaning specified in Section 10.8 hereto.

          “Contributed Assets” has the meaning specified in Section 3.2 hereto.

          “Disposition Notice” has the meaning specified in Section 10.3 hereto.

          “Dispute” has the meaning specified in Section 13.5 hereto.

          “Employment Agreement” has the meaning specified in Section 6.4 hereto.

          “Engagement Period” has the meaning specified in Section 10.8 hereto.

          “Exchange Act” means the U.S. Securities Exchange Act of 1934.

          “Exercise Notice” has the meaning specified in Section 10.3 hereto.

          “Exit Date” means the date to be mutually agreed between Zions and Feiger which is within 30 days after the delivery of a Put Notice by PCS LLC pursuant to Section 10.6 hereto and which is prior to the commencement of the Company Valuation.

          “FDIA” means the Federal Deposit Insurance Act, as amended.

          “Feiger” has the meaning specified in the Recitals hereto.

          “First Refusal Right” has the meaning specified in Section 10.3 hereto.

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          “GAAP” means generally accepted accounting principles as consistently applied in the United States.

          “Guaranteed Investment” has the meaning specified in Section 9.3 hereto.

          “Independent” when used with respect to an Investment Bank means an Investment Bank which has not been engaged by ZFNB or any Affiliate thereof for a fee in excess of $25,000 during the 12-month period preceding the date of its engagement hereunder.

           “Income After Capital Charges” has the meaning specified in Section 9.4 hereto. “Investment Bank” means a nationally recognized investment banking firm with experience in evaluating or valuing banking organizations.

           “Investors” means, collectively, Feiger and all of the Members as of the date of this Agreement.

          “Liabilities” means liabilities or obligations of any nature, whether known or unknown, whether absolute, accrued, contingent, choate, inchoate or otherwise, whether due or to become due, and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP.

        “Loss” means (1) the amount of any damage, loss, liability or expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) incurred or suffered by the Company or its directors, officers or employees as a result of any matter for which indemnity may be sought under Section 12.1, less (2) the amount of compensation (if

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any) to the Company or its directors, officers or employees occurring or reasonably anticipated to occur in connection with such damage, loss, liability or expense under insurance policies, by recovery through set-off or counterclaim or otherwise.

        “Material Adverse Effect” means a material adverse effect on (i) the business, results of operations or financial condition of the applicable entity and its subsidiaries, taken as a whole, other than any such effect attributable to or resulting from (x) any change in banking or similar laws, rules or regulations of general applicability or interpretations thereof by courts or governmental authorities or (y) any change in GAAP or regulatory accounting principles applicable to banks or their holding companies or (ii) the ability of the applicable entity to perform its obligations pursuant to this Agreement.

        “Members” means each member of PCS LLC, whether or not such Person is a Member of PCS LLC at the Closing Date, and shall not include Feiger.

      “Nasdaq” means the Nasdaq National Market.

      “New PCS Loans and Deposits” has the meaning specified in Section 9.4 hereto.

      “OCC” means the Office of the Comptroller of the Currency.

      “Offered Stock” has the meaning specified in Section 10.3 hereto.

      “Officer’s Certificate” means a certificate signed by the chief executive officer or the chief financial officer of ZFNB, stating that (i) the person signing such certificate has made or has caused to be made such investigations as are necessary in order to permit him to verify the accuracy of the information set forth in such certificate, and (ii) to the best of such person’s knowledge, such certificate does not misstate any material fact or omit to state any material fact necessary to make the certificate not misleading.

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       “Operating Agreement” has the meaning specified in Section 7.4 hereto.

      “PCS LLC” has the meaning specified in the Recitals hereto.

      “PCS Loans and Deposits” has the meaning specified in Section 9.4 hereto. “Person” means an individual, partnership, corporation, limited liability company or partnership, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof, or other entity of any kind.

       “Preexisting PCS Loans and Deposits” has the meaning specified in Section 9.4 hereto.

      “Preferred Shares” has the meaning specified in the Recitals hereto.

      “Preferred Stock” has the meaning specified in the Recitals hereto.

      “Proportionate Interest” means, with respect to Feiger or any of the Members, the Common Shares owned by PCS LLC which represent such Person’s proportionate equity interest in PCS LLC.

        “Proportionate Share” means a fraction, the numerator of which is the total number of shares of Common Stock owned by PCS LLC and the denominator of which is the total number of shares of outstanding Common Stock at such time.

       “Prospective Transferee” has the meaning specified in Section 10.3 hereto. “Purchase Price” has the meaning specified in Section 2.2 hereto. “Put Notice” has the meaning specified in Section 10.6 hereto.

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      “Revaluation Notice” has the meaning specified in Section 10.7 hereto.

      “Related Documents” has the meaning specified in Section 13.5 hereto.

      “Rights” means securities or obligations convertible into or exercisable or exchangeable for, or giving any person any right to subscribe for or acquire, or any options, calls or commitments relating to, or any stock appreciation right or other instrument the value of which is determined in whole or in part by reference to the market price or value of, shares of Common Stock or other equity securities.

        “Securities Act” means the U.S. Securities Act of 1933.

       “Series A Certificate of Designation” has the meaning specified in Section 3.1 hereto.

      “Shareholders” means ZFNB and each of the Investors.

      “Spread Income Right” has the meaning specified in Section 9.4 hereto.

      “Third-Party Claim” has the meaning specified in Section 12.2 hereto.

      “Tie Breaker” has the meaning specified in Section 10.8 hereto.

      “Transfer” has the meaning specified in Section 10.1 hereto.

      “Zions” has the meaning specified in the Recitals hereto.

ARTICLE II
Purchase and Sale of Common Stock

          2.1           Authorization of Common Stock. On or prior to the date hereof, ZFNB shall have caused the Company to, and the Company shall, have duly authorized and taken all necessary corporate action for the sale and issuance to PCS LLC of the Common Stock.

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          2.2           Sale and Purchase. Subject to the terms and conditions hereof, at the Closing (as defined below), ZFNB agrees to cause the Company to, and the Company agrees to, issue and sell to PCS LLC, and PCS LLC agrees to purchase from the Company, 1,000 Common Shares, for an aggregate purchase price of one hundred thousand dollars ($100,000.00) (the “Purchase Price”).

           2.3           Closing. The consummation of the sale and purchase (the “Closing”) of the Common Stock by PCS LLC under this Agreement shall take place on June 9, 2004, at the offices of Callister Nebeker & McCullough, a Professional Corporation, Gateway Tower East, Suite 900, 10 East South Temple, Salt Lake City, Utah 84133 or at such other time or place as ZFNB and PCS LLC may mutually agree. The date on which the Closing occurs is herein referred to as the “Closing Date.”

            2.4            Delivery. At the Closing, subject to the terms hereof and the satisfaction or waiver of the conditions to Closing set forth in Articles VI and VII hereto, the Company will deliver to PCS LLC a stock certificate in substantially the form of Exhibit A hereto, issued in PCS LLC’s name and representing the Common Shares. PCS LLC shall transfer and deliver to the Company the Purchase Price by wire transfer of immediately available funds to the Company’s account provided to PCS LLC in writing no later than the third business day immediately preceding the Closing.

ARTICLE III
Series A Cumulative Preferred Stock

           3.1            Issuance of Preferred Stock. Within 30 days of the execution of this Agreement, and in no event later than the Closing Date, the Company shall issue to ZFNB shares of Preferred Stock having the preferences and rights provided for in the

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Certificate of Designation attached hereto as Exhibit B (the “Series A Certificate of Designation”). The Preferred Stock shall have a per-share liquidation preference of one thousand dollars ($1,000.00). The number of shares of Preferred Stock to be issued to ZFNB shall be equal to (x) the value of the Contributed Assets (as defined below) divided by (y) one thousand dollars ($1,000), such that the aggregate liquidation value at the time of issuance of the Preferred Stock shall equal the value of the Contributed Assets. 3.2 Contributed Assets. Attached hereto as Exhibit C is a list of the aggregate tangible and intangible assets contributed to the Company by ZFNB as of the Closing for the purpose of developing the Business (the “Contributed Assets”).

          3.3           Additional Issuances of Preferred Stock.

          (a)     Additional Preferred Shares shall be issued by the Company to ZFNB immediately upon any additional contribution of cash or assets by ZFNB to the Company or the Company’s subsidiaries (each, an “Additional Contribution”). Additional Contributions shall include, but shall not be limited to, (i) any contribution of cash made pursuant to the Guaranteed Investment as provided in Section 9.3 hereof, (ii) any contribution of cash made other than pursuant to the Guaranteed Investment, including advances required to fund the operation of the Business or otherwise, (iii) the fair market value of any assets or operations contributed to the Company or its subsidiaries by ZFNB or its Affiliates and (iv) the value of any acquisitions of businesses or assets made by or on behalf of the Company and to the extent funded by ZFNB or its Affiliates. The dollar amount of each Additional Contribution shall be rounded so that such amount is a multiple of one thousand dollars ($1,000). Additional Contributions may only be made upon the written request of the Board of Directors of the Company (the “Board”) to ZFNB.

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          (b)     The number of Preferred Shares issued to ZFNB shall be in an amount equal to (a)(i) the amount of the cash contributed, (ii) the value of the assets or operations contributed as determined by the Board or (iii) in the case of assets or businesses acquired, the value of the consideration paid by ZFNB, divided by (b) one thousand dollars ($1,000), such that the liquidation preference of the total number of Preferred Shares issued to ZFNB pursuant to this Section 3.3 equals the value of the Additional Contribution. 3.4 Preferred Participation Amount Issuance. As soon as reasonably practicable after the delivery of a Buy-Back Notice, and prior to the commencement of an initial Company Valuation pursuant to the procedures set forth in Section 10.8 hereto, (i) to the extent that the Preferred Participation Amount as calculated pursuant to Exhibit D hereto is a positive amount, the Company shall issue to ZFNB a number of Preferred Shares such that the liquidation preference of the total number of Preferred Shares issued to ZFNB pursuant to this Section 3.4 equals the Preferred Participation Amount, or (ii) to the extent that such Preferred Participation Amount is a negative amount, Zions or ZFNB shall make a cash payment to the Company of such Preferred Participation Amount in a manner to be mutually agreed between Zions or ZFNB and the Company.

           3.5             Repurchases of Preferred Stock. Subject to the restrictions contained in the Company’s Articles of Incorporation, the Act and other applicable state and federal law, and upon request by PCS LLC to the Board, the Company may, from time to time and in the sole discretion of the Board, repurchase outstanding Preferred Stock from ZFNB in a manner consistent with the Series A Certificate of Designation.

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ARTICLE IV
Representations and Warranties of Zions, ZFNB and the Company

          Zions, ZFNB and the Company, jointly and severally, hereby represent and warrant to PCS LLC that, as of the date hereof and, except as otherwise provided herein, as of the Closing Date: 4.1 Organization, Good Standing and Authority. Each of Zions, ZFNB and the Company is duly organized, validly existing and, in the case of Zions and the Company, in good standing under the laws of its jurisdiction of organization, and each have all requisite power and authority to execute, deliver, carry out and perform their respective obligations under the terms of this Agreement. The Company is a newly organized corporation which, as of the date hereof, has no preexisting or outstanding material liabilities.

          4.2           Capitalization.

           (a)     The authorized capital stock of the Company consists of 250,000 shares of Common Stock and 250,000 shares of Preferred Stock. As of the date hereof, there are, and immediately prior to the Closing there will be, 9,000 shares of Common Stock outstanding, owned beneficially and of record by ZFNB. As of the date hereof, there are no shares of Preferred Stock outstanding. The common shareholders’ equity of the Company as of the date hereof, and immediately prior to the Closing will be, nine hundred thousand dollars ($900,000).

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           (b)     All of the outstanding shares of the capital stock of the Company are, or will at the Closing be, validly issued, fully paid and nonassessable and, upon the issuance and sale of the Common Stock to be acquired by PCS LLC, the Common Stock will be validly issued, fully paid and nonassessable.

           4.3            Authorization; No Breach. The execution, delivery and performance of this Agreement and the consummation of all transactions contemplated hereby have been duly authorized by all requisite corporate action of Zions, ZFNB and the Company. Assuming due execution by PCS LLC and Feiger, this Agreement constitutes a valid and binding obligation of each of Zions, ZFNB and the Company, enforceable against each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting the rights of creditors of national banking associations and to general principles of equity. The execution, delivery and performance by Zions, ZFNB and the Company of this Agreement and the consummation of the transactions contemplated hereunder does not and will not (with or without the giving of notice, the lapse of time or both) result in the creation of any lien, claim, security interest, charge or other encumbrance upon Zions’, ZFNB’s or the Company’s capital stock or assets or (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) give any third party the right to accelerate any obligation under or (iv) result in a violation of, the Articles of Incorporation or Bylaws of Zions, the Articles of Association or Bylaws of ZFNB or the Articles of Incorporation or Bylaws of the Company, or any law, statute, rule, regulation, instrument, order, judgment or decree to which Zions, ZFNB or the Company or any of their respective properties is subject, or any contract, instrument or document to which any of Zions, ZFNB or the Company is a party or by which it is bound or to which any of its respective properties is subject.

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           4.4            Regulatory Matters. Other than notice to the OCC pursuant to 12 C.F.R. Section 5.34, no consent, approval, authorization, order, registration or qualification of any court, governmental authority or any third party is required to be obtained by Zions, ZFNB or the Company in connection with the execution, delivery or performance by Zions, ZFNB or the Company of this Agreement, or their obligations hereunder, except such consents, approvals, authorizations, orders, registrations or qualifications as may be required under federal or state banking laws.

           4.5            Rights of Common Stock. Each share of Common Stock issued and sold to PCS LLC hereunder will have the rights set forth in the Company’s Articles of Incorporation, a copy of which is set forth as Exhibit E hereto.

           4.6            Ownership of Common Stock. Upon delivery of the Common Stock to PCS LLC and payment therefor pursuant hereto, good and valid title to such Common Stock, free and clear of all liens, encumbrances, equities or claims, will pass to PCS LLC. The issuance and sale of the Common Stock pursuant hereto will not give rise to any preemptive rights or violate any law, statute, rule, regulation, instrument, order, judgment or decree to which the Company or any of its assets are subject.

           4.7            Litigation. There are no actions, suits, claims, arbitrations, proceedings or investigations pending, or, to the knowledge of Zions and ZFNB, threatened against, affecting or involving Zions, ZFNB or the Company in connection with the transactions contemplated by this Agreement, at law or in equity or before or by any court, arbitrator or governmental authority, domestic or foreign.

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           4.8            Company Activities. The Company was formed on March 30, 2004. The Company has not conducted any activities other than those incidental to its formation. Since the date of its formation, the Company has not incurred any Liabilities. Except for this Agreement, the Company has not entered into or committed to enter into any agreements. The Company has no employees.

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ARTICLE V
Representations and Warranties of PCS LLC

           PCS LLC hereby represents and warrants to Zions and ZFNB that, as of the date hereof and, except as otherwise provided herein, as of the Closing Date:

           5.1            Organization, Execution, Delivery and Performance. PCS LLC is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation. PCS LLC has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by PCS LLC and, assuming due execution by Zions and ZFNB, is its valid and binding obligation, enforceable against it in accordance with its terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. No consent, approval, authorization, order, filing, registration or qualification of or with any court, governmental authority or third person is required to be obtained by PCS LLC in connection with the execution and delivery of this Agreement or the performance of its obligations hereunder or thereunder.

           5.2            Offering. The offering and sale of interests in PCS LLC was and is (i) exempt from registration under the Securities Act of 1933, as amended, and (ii) qualified or registered under, or exempt from, the applicable requirements of state “Blue Sky” laws.

           5.3            Investment. PCS LLC is acquiring the Common Stock for investment and not with a view to its distribution. Feiger is an “accredited investor” as that term is defined in Rule 501(a) under the Securities Act. PCS LLC has no more than 35 members who are not accredited investors, and each Investor has such knowledge and

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experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment. PCS LLC hereby agrees that it has provided, or will provide prior to Closing, all information required pursuant to Rule 502(b) under the Securities Act to each of the Investors.

           5.4            No Breach. The execution, delivery and performance of this Agreement and the consummation of all transactions contemplated hereby have been duly authorized by all requisite corporate action of PCS LLC. The execution and delivery by PCS LLC of this Agreement and the consummation of the transactions contemplated hereby do not and will not (with or without the giving of notice, the lapse of time or both) (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon PCS LLC’s membership interests or assets, (iv) give any third party the right to accelerate any obligation under, or (v) result in a violation of, any law, statute, rule, regulation, instrument, order, judgment or decree to which PCS LLC or any of PCS LLC’s properties is subject, or any contract to which it is a party or by which PCS LLC is bound or to which any of PCS LLC’s properties is subject.

           5.5            Financing. PCS LLC has, or will have at the Closing, funds available to it to consummate the purchase of the Common Stock pursuant to the terms of this Agreement. No part of the Purchase Price will be borrowed by PCS LLC from Zions, ZFNB or any of their Affiliates.

           5.6            Litigation. There are no actions, suits, claims, arbitrations, proceedings or investigations pending, or, to the knowledge of PCS LLC, threatened against, affecting or involving PCS LLC in connection with the transactions contemplated by this Agreement, at law or in equity or before or by any court, arbitrator or governmental authority, domestic or foreign.

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ARTICLE VI
Conditions to the PCS LLC’s Obligations at Closing

           The obligation of PCS LLC to purchase and pay for the Common Stock to be purchased by it at the Closing is subject to the satisfaction on or before the Closing Date of the following conditions:

           6.1            Representations and Warranties; Performance. The representations and warranties of Zions, ZFNB and the Company contained in Article IV hereof shall be true and correct in all material respects at and as of the Closing as as if made on and as of such date, except as expressly contemplated thereby. Zions, ZNFB and the Company shall have performed, in all material respects, each of their covenants and agreements contained in this Agreement to be performed prior to the Closing.

           6.2            Proceedings. All corporate and other proceedings taken or required to be taken by Zions, ZFNB or the Company in connection with the transactions contemplated hereby to be consummated at or prior to the Closing shall have been taken and all documents incident thereto shall be satisfactory in form and substance to Feiger in his capacity as the managing member of PCS LLC.

           6.3            Closing Certificate. PCS LLC shall have received an Officer’s Certificate of Zions and ZFNB dated the Closing Date and stating that the conditions set forth in Sections 6.1 and 6.2 have been satisfied.

           6.4            Employment Agreement. Zions and Feiger shall have entered into the Employment Agreement substantially in the form attached hereto as Exhibit F (the “Employment Agreement”).

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           6.5            No Governmental Action. No action or proceeding by or before any governmental authority shall have been instituted or threatened (and not subsequently dismissed, settled or otherwise terminated) which is reasonably expected to (i) restrain, prohibit or invalidate the transactions contemplated by this Agreement, or (ii) have a Material Adverse Effect on PCS LLC prior to the Closing.

           6.6            Legal Opinion. PCS LLC shall have received a legal opinion from Callister, Nebecker & McCullough, a Professional Corporation, as to the due authorization, full payment and non-assessability of the Common Stock.

           6.7            Waiver. Any condition specified in this Article VI may be waived in writing by PCS LLC.

ARTICLE VII
Conditions to Zions’ and ZFNB’s Obligations at Closing

           The obligations of Zions and ZFNB to cause the Company to deliver the Common Shares to PCS LLC at the Closing are subject to the satisfaction on or before the Closing Date of the following conditions:

           7.1           Representations and Warranties; Performance. The representations and warranties of PCS LLC contained in Article V hereof shall be true and correct in all material respects at and as of the date of the Closing as if made on and as of such date, except as expressly contemplated thereby. PCS LLC shall have performed, in all material respects, each of its covenants and agreements contained in this Agreement to be performed prior to the Closing.

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           7.2            Closing Certificate. Zions and ZFNB shall have received an Officer’s Certificate of Feiger in his capacity as the managing member of PCS LLC dated the Closing Date and stating that the conditions set forth in Section 7.1 have been satisfied.

           7.3            Employment Agreement. Zions and Feiger shall have entered into the Employment Agreement.

           7.4            PCS LLC Operating Agreement. Feiger and the Members shall have executed the PCS LLC operating agreement substantially in the form attached hereto as Exhibit G (the “Operating Agreement”).

           7.5            No Governmental Action. No action or proceeding by or before any governmental authority shall have been instituted or threatened (and not subsequently dismissed, settled or otherwise terminated) which is reasonably expected to (i) restrain, prohibit or invalidate the transactions contemplated by this Agreement, or (ii) have a Material Adverse Effect on Zions, ZFNB or the Company prior to the Closing.

           7.6           Waiver. Any condition specified in this Article VII may be waived in writing by Zions and ZFNB.

ARTICLE VIII
Covenants

          8.1           Filings. If and when necessary, as promptly as practicable, Zions, ZFNB and PCS LLC shall make, and ZFNB shall cause the Company to make, all filings and submissions under applicable banking laws and regulations as may be reasonably required to be made in connection with this Agreement and the transactions contemplated hereby. Zions and ZFNB shall furnish to PCS LLC, and PCS LLC shall furnish to Zions and ZFNB, such information and assistance as the other may reasonably request in connection with the preparation of any such filings or submissions.

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          8.2           Conditions to Closing. Zions, ZFNB and PCS LLC shall each use their commercially reasonable efforts to cause (a) the conditions to the Closing, as described herein in Articles VI and VII, to be satisfied, including, in the case of ZFNB, to cause the Company to take the actions contemplated hereby, and (b) the Closing to occur promptly after satisfaction of the conditions thereto.

          8.3           Restrictions on Other Agreements. Except as otherwise provided herein, none of the Shareholders shall grant any proxy or enter into, or agree to be bound by, any voting trust or voting agreement with respect to the Common Stock, nor shall any of the Shareholders enter into any agreement, contract or arrangement with any Person with respect to any shares of Common Stock that would adversely affect its ability to perform its obligations under this Agreement in any material respect.

ARTICLE IX
Company Governance and Operations

          9.1           The Board of Directors. The business and affairs of the Company shall be managed under the direction of the Board. So long as this Agreement has not been terminated pursuant to its terms, the Board shall consist of not more than five members.

          9.2           Financial Information. In addition to such internal audits and credit examinations as may be undertaken by Zions’ and ZFNB’s personnel, for each

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fiscal year commencing with the fiscal year ending December 31, 2004 to and including the fiscal year ending December 31, 2011, ZFNB shall cause its independent accountants to perform an annual audit of the financial statements of the Company. Such financial statements shall be prepared in accordance with GAAP applied on a consistent basis. The cost of the internal and external audits and the credit examinations shall be borne by the Company. Taxes in respect of income shall be computed by the Company and its consolidated subsidiaries as if it were a separate entity, in accordance with a tax sharing policy conforming to Zions’ practices with its other subsidiaries.

          9.3           Guaranteed Investment. Subject to the fiduciary duties and obligations of its board of directors, ZFNB hereby agrees to further the development of the Business by investing in the Company at the request of Feiger (i) up to twelve million dollars ($12,000,000.00) during the period between the Closing Date and the first anniversary of the Closing Date, (ii) up to ten million dollars ($10,000,000.00) during the period between the first anniversary of the Closing Date and the second anniversary of the Closing Date, and (iii) up to eight million dollars ($8,000,000.00) during the period between the second anniversary of the Closing Date and the third anniversary of the Closing Date (collectively, the “Guaranteed Investment”); provided, however, that ZFNB’s and its Affiliates’ obligations with respect to the Guaranteed Investment shall terminate and shall be deemed discharged upon the earlier of (i) the termination of Feiger’s employment with Zions for any reason, including his death or disability and (ii) the third anniversary of the Closing Date. Feiger may request that ZFNB make a contribution to the Company pursuant to this Section 9.3 not more than once during any period of 30 consecutive days and in amounts not less than one million dollars

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($1,000,000.00). To the extent that any portion of the Guaranteed Investment for each of the first two years following the Closing Date is not requested by Feiger during such period, such portion of the Guaranteed Investment for such period will be added to the amount of the Guaranteed Investment for the following year; provided, however, that the Company will not be entitled to any portion of the Guaranteed Investment not requested by Feiger as of the third anniversary of the Closing Date. Both (i) contributions made to the Company and included in the Contributed Assets and (ii) acquisitions of assets or businesses made pursuant to Section 3.3 hereof shall be excluded from amounts counted towards satisfaction of ZFNB’s obligations with respect to the Guaranteed Investment.

          9.4           Loans and Deposits.

          (a)     Preexisting PCS Loans and Deposits. At any time after the Closing Date, but in no event more frequently than once per fiscal quarter of Zions, the Company may purchase from Zions the right (the “Spread Income Right”) to receive from Zions all current and future net interest income and applicable fees, as described in Exhibit H hereto (“Income After Capital Charges”), with respect to certain loan and deposit assets held by ZFNB and its Affiliates and not attributable to the Company or its activities (“Preexisting PCS Loans and Deposits”). Payment by the Company to Zions for the Spread Income Right with respect to any Pool of Preexisting Loans and Deposits shall be made at the time of purchase in cash and in an amount equal to the Pool Contribution Value (each of “Pool” and “Pool Contribution Value” as defined in Exhibit D hereto).

          (b)     New PCS Loans and Deposits. With respect to any new loans, deposits and other activities made, held or conducted by ZFNB or its Affiliates in connection with or on behalf of customers and clients of the Company after the Closing Date which are not Preexisting PCS Loans and Deposits (“New PCS Loans and Deposits”, and, together with Preexisting PCS Loans and Deposits, “PCS Loans and Deposits”), the Company shall have a Spread Income Right with respect to such New PCS Loans and Deposits.

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          (c)     Recording of PCS Loans and Deposits. Upon (i) the purchase by the Company of the Spread Income Right with respect to Preexisting PCS Loans and Deposits or (ii) the making, origination, establishment, commencement or opening of New PCS Loans and Deposits, Zions shall take all necessary measures to ensure that such PCS Loans and Deposits made, held or conducted by ZFNB or its Affiliates shall be recorded, coded or marked in a manner such that such PCS Loans and Deposits are identifiable as PCS Loans and Deposits, the related Spread Income Right of which the Company is entitled. At the time of the contribution to the Company by ZFNB or its Affiliates of the Spread Income Right with respect to any Preexisting PCS Loans and Deposits, ZFNB and the Company shall cooperate in the determination and recordation of (i) the Pool Contribution Value, (ii) the Pool Contribution Multiple and (iii) the Annualized Contribution Net Spread, each as defined in Exhibit D hereto, applicable to such Preexisting PCS Loans and Deposits.

          (d)     Payment of Income After Capital Charges. Within 30 days after the end of each fiscal quarter of Zions, either Zions or ZFNB, at their election, shall pay to the Company in cash the Income After Capital Charges attributable to all PCS Loans and Deposits during the preceding fiscal quarter of Zions. 9.5 Other Services. For so long as this Agreement remains in effect, the Company will pay to ZFNB and its Affiliates for any and all services provided to the Company in connection with the Business and not covered by Section 9.4 hereof or otherwise relating to PCS Loans and Deposits, including, but not limited to, general, administrative and processing services related to trust, insurance and brokerage services, at the market rate and on an arm’s length basis.

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          9.6           Company Policies. PCS LLC (a) acknowledges that the Company’s practices and policies as of the date hereof with respect to accounting, credit (including provisioning for credit losses and the adequacy of the allowance for such losses), risk management (including liquidity, interest rate risk and capital management), internal controls and similar matters may not necessarily conform to the practices and policies applicable to Zions’ and ZFNB’s other subsidiaries generally and (b) agrees that ZFNB has the right in its sole discretion at any time to require the Company to implement new practices and policies which ZFNB deems to be prudent or otherwise warranted under the circumstances and in accordance with safe and sound banking practices.

          9.7           Limitations on Ownership; Additional Common Stock. The Company may issue additional Common Shares (i) to third parties and (ii) to PCS LLC for consideration to be mutually agreed by the Company and PCS LLC; provided, however, that in no event shall (i) PCS LLC’s percentage ownership in the outstanding Common Stock exceed ten percent (10%) or (ii) any Investor’s individual Proportionate Interest exceed five percent (5%) of the outstanding Common Stock.

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           9.8           Asset Sales. ZFNB agrees to consult with PCS LLC prior to the sale not in the ordinary course of business by the Company to ZFNB or to any of its Affiliates of any assets.

ARTICLE X
Transfers of Capital Stock

          10.1           Prohibition Against Transfers. Without the prior written consent of ZFNB, which consent will not be unreasonably withheld, PCS LLC may not sell, assign, transfer, pledge or otherwise dispose of (collectively, a “Transfer”) any Common Stock other than as provided in this Article X. Any purported Transfer of Common Stock in violation of this Article X shall be null and void and of no effect whatsoever.

          10.2 Regulatory Compliance. Notwithstanding any other provision of this Agreement, neither ZFNB nor PCS LLC may Transfer any shares of Common Stock otherwise than in compliance with the Securities Act and all other applicable laws.

           10.3           ZFNB Right of First Refusal.

           (a)      Grant. ZFNB is hereby granted a right of first refusal (the “First Refusal Right”), exercisable in connection with any proposed Transfer of Common Stock by PCS LLC.

          (b)     Notice of Intended Transfer. If PCS LLC desires to accept a bona fide offer from a creditworthy third party (a “Prospective Transferee”) for any or all of such PCS LLC’s Common Stock (the stock subject to such offer to be hereinafter called the “Offered Stock”), PCS LLC shall promptly deliver to ZFNB written notice (the “Disposition Notice”) of the terms and conditions of the offer, including the

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purchase price, the number of shares of Offered Stock to be transferred and the identity of a Prospective Transferee.

          (c)     Exercise of First Refusal Right. ZFNB (or its assignees) shall, for a period of thirty (30) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Offered Stock specified in the Disposition Notice upon substantially the same terms and conditions specified therein. Such right shall be exercisable by delivery of written notice (the “Exercise Notice”) to PCS LLC prior to the expiration of the thirty (30) day exercise period. If such right is exercised with respect to all of the Offered Stock specified in the Disposition Notice, then ZFNB (or its assignees) shall effect the repurchase of the Offered Stock, including payment of the purchase price, not more than ten (10) business days after delivery of the Exercise Notice; and at such time PCS LLC shall deliver to ZFNB the certificates representing the Offered Stock to be repurchased, each certificate to be properly endorsed for Transfer to ZFNB.

           10.4           Transfer by ZFNB. Except to an Affiliate of Zions or as provided in this Section 10.4, ZFNB may not Transfer shares of Common Stock or Preferred Stock beneficially owned by it unless (i) ZFNB is acquired in a merger or other business combination (in which case this Agreement shall be expressly assumed by the surviving entity), (ii) PCS LLC, in its sole discretion, consents in writing prior to such Transfer or (iii) ZFNB Transfers all (but not less than all) of its shares of Common Stock and Preferred Stock beneficially owned by it to a Person in a bona fide transaction at arm’s-length and simultaneously with such Transfer by ZFNB, and as a condition of ZFNB’s Transfer, the transferee of such shares of Common Stock shall offer to purchase from the Investors their shares of Common Stock in accordance with this Section 10.4 at the same

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price being received by ZFNB for its Common Stock and for the same type of consideration if the purchase price is paid solely in cash, or, if the purchase price is made in whole or in part in securities of the acquiring person, PCS LLC shall receive for each share of Common Stock the same consideration received by ZFNB for each of its shares of Common Stock provided that the receipt of any securities would be a non-taxable event to PCS LLC. If the receipt of securities would be taxable to PCS LLC and such securities are publicly traded such that there is a readily ascertainable market price for such securities, then PCS LLC shall be entitled to receive in U.S. dollars a cash purchase price per share of Common Stock equal to the sum of any cash and the value of the securities to be received by ZFNB for each share of Common Stock as calculated in accordance with the agreement entered into with the acquiring person and valued as of the date of the execution of the agreement. As a condition to the closing of any Transfer pursuant to this Section 10.4(iii), an Investment Bank selected by PCS LLC with the approval of ZFNB, which approval shall not be unreasonably withheld, shall deliver, at ZFNB’s expense and if requested by PCS LLC, a fairness opinion to the Board that the consideration to be received for such Common Stock in such Transfer is fair to PCS LLC from a financial point of view. PCS LLC shall not be entitled to any consideration pursuant to this Section 10.4(iii) unless such Transfer is consummated.

          10.5           ZFNB Calls.

          (a)     ZFNB shall give to PCS LLC written notice (the “Call Notice”), which shall be irrevocable, and shall repurchase the Common Shares beneficially owned by PCS LLC (the “Buy-Back Securities”) at the Buy-Back Price immediately prior to the consummation of a transaction which would result in a Change in Control of either Zions or ZFNB.

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           (b)     In the event that Feiger’s employment with Zions is terminated for Just Cause, other than for Material Breach by Zions, or at the end of the Period of Employment after the delivery of a Non-Renewal Notice by Feiger to Zions (as such terms are defined in the Employment Agreement) pursuant to Section 6(c) of the Employment Agreement, ZFNB shall deliver a Call Notice to PCS LLC and repurchase from PCS LLC, and PCS LLC agrees to sell to ZFNB, Feiger’s Proportionate Interest for the Buy-Back Price of such Common Shares at any time within 180 days after the date of termination of Feiger’s employment.

           (c)     In the event that any Member’s employment with the Company is terminated for any reason, including death or disability, ZFNB shall deliver a Call Notice to PCS LLC and repurchase such Member’s Proportionate Interest from PCS LLC, and PCS LLC agrees to sell such Member’s Proportionate Interest to ZFNB, for the Buy-Back Price of such Common Shares within:

                      (i)     180 days after the date of termination of such Member’s employment with the Company in the event that such date of termination is on or prior to the third anniversary of the Closing Date; and

                      (ii) 180 days after the next anniversary of the Closing Date following the date of termination of such Member’s employment with the Company in the event that such date of termination is after the third anniversary of the Closing Date.

           (d)     In the event that Feiger’s employment with Zions is terminated without Just Cause pursuant to Section 6(a) of the Employment Agreement or for

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Material Breach by Zions pursuant to Section 6(b) of the Employment Agreement, ZFNB shall repurchase from PCS LLC, and PCS LLC agrees to sell to ZFNB, Feiger’s Proportionate Interest at the Buy-Back Price for such Common Shares not later than the earlier of (i) the first anniversary of the date of termination of Feiger’s employment and (ii) the fifth anniversary of the Closing Date; provided, that ZFNB shall deliver to PCS LLC a Call Notice with respect to such repurchase no earlier than 90 days prior to the first anniversary of the date of termination of Feiger’s employment or the fifth anniversary of the Closing Date, as the case may be.

           (e)     In the event that Feiger’s employment with Zions is terminated as a result of death or disability pursuant to Section 6(d) of the Employment Agreement, ZFNB shall deliver a Call Notice to PCS LLC and repurchase Feiger’s Proportionate Interest at the Buy-Back Price within 180 days after the date of termination of Feiger’s employment.

           (f)     At any time after the eighth anniversary of the Closing Date, ZFNB may give to PCS LLC a Call Notice with respect to all of the Buy-Back Securities, which Buy-Back Securities ZFNB shall repurchase, and PCS LLC agrees to sell such Buy-Back Securities to ZFNB, at the Buy-Back Price.

           The Buy-Back Price shall be paid in cash. PCS LLC and ZFNB recognize that their obligations under this Section 10.5 are unconditional.

           10.6            PCS LLC’s Put. At any time (i) after the fifth anniversary of the Closing Date and for a period of six months thereafter, (ii) after the sixth anniversary of the Closing Date and for a period of six months thereafter, and (iii) after the seventh anniversary of the Closing Date and for a period of six months thereafter (each, a “Buy-

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Back Period”), PCS LLC may give to ZFNB written notice (the “Put Notice”, and together with the Call Notice, the “Buy-Back Notice”), which shall be irrevocable, of PCS LLC’s intention to exercise its right under this Section 10.6 to require ZFNB to purchase all of the Buy-Back Securities at the Buy-Back Price. The Buy-Back Price shall be paid in cash at a Buy-Back Closing in accordance with Section 10.7 hereof. PCS LLC and ZFNB recognize that their obligations under this Section 10.6 are unconditional. 10.7 Buy-Back Payment; Buy-Back Closings.

           (a)     Payment for and delivery of the Buy-Back Securities shall be made in three installments and shall occur at three closings (each, a “Buy-Back Closing”). The first Buy-Back Closing shall occur at such location and on such date as shall be agreed in writing by PCS LLC and ZFNB; provided, however, that such first Buy-Back Closing shall occur no later than 60 days after the giving of a conclusive Company Valuation (as defined below). At the first Buy-Back Closing, PCS LLC shall deliver to ZFNB the certificates representing one third (?) of the Buy-Back Securities outstanding as of the date of such first Buy-Back Closing, registered in the name of PCS LLC and duly endorsed in favor of ZFNB, and ZFNB shall make payment of one third (?) of the Buy-Back Price by wire transfer of immediately available funds to an account or accounts designated by PCS LLC.

           (b)     The second Buy-Back Closing shall occur on the first anniversary of the first Buy-Back Closing or on such other date as shall be agreed in writing by PCS LLC and ZFNB. At any time before the date which is 30 days prior to the first anniversary of the first Buy-Back Closing, both ZFNB and PCS LLC shall be entitled to request a new Company Valuation (as defined below) by giving notice (a “Revaluation Notice”)

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to the other party; provided, however, that PCS LLC shall not have any right to request a new Company Valuation in the event that, as of the deadline for delivery of the Revaluation Notice, Feiger’s employment has been terminated by Zions for Just Cause or at the end of the Period of Employment after the delivery of a Non-Renewal Notice by Feiger to Zions pursuant to Section 6(c) of the Employment Agreement. If a Revaluation Notice is delivered by either party, a new Company Valuation (a “Company Revaluation”) shall be performed in accordance with the procedures set forth in Section 10.8 hereof at the expense of the party delivering the Revaluation Notice. If the Company Revaluation is more than fifteen percent (15%) greater than or less than the previous Company Valuation, the portion of the Buy-Back Price payable at the second Buy-Back Closing shall reflect the Company Revaluation; provided, however, that if the Company Revaluation is not more than fifteen percent (15%) greater than or less than the previous Company Valuation, the portion of the Buy-Back Price payable at the second Buy-Back Closing shall reflect the original Company Valuation performed prior to the first Buy-Back Closing. At the second Buy-Back Closing, PCS LLC shall deliver to ZFNB the certificates representing one half (½) of the Buy-Back Securities outstanding as of the date of such second Buy-Back Closing, registered in the name of PCS LLC and duly endorsed in favor of ZFNB, and ZFNB shall make payment of one half (½) of the Buy-Back Price, as determined in accordance with the previous sentence by reference to the applicable Company Valuation or Company Revaluation, as case may be, by wire transfer of immediately available funds to an account or accounts designated by PCS LLC.

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           (c)     The third Buy-Back Closing shall occur on the second anniversary of the first Buy-Back Closing or on such other date as shall be agreed in writing by PCS LLC and ZFNB. At any time before the date which is 30 days prior to the second anniversary of the first Buy-Back Closing, both ZFNB and PCS LLC shall be entitled to request a Company Revaluation by giving a Revaluation Notice to the other party; provided, however, that PCS LLC shall not have any right to request a Company Revaluation in the event that, as of the deadline for delivery of the Revaluation Notice, Feiger’s employment has been terminated by Zions for Just Cause or at the end of the Period of Employment after the delivery of a Non-Renewal Notice by Feiger to Zions pursuant to Section 6(c) of the Employment Agreement. If a Revaluation Notice is delivered by either party, a Company Revaluation shall be performed in accordance with the procedures set forth in Section 10.8 hereof at the expense of the party delivering the Revaluation Notice. If the Company Revaluation is more than fifteen percent (15%) greater than or less than the previous Company Valuation or Company Revaluation, the portion of the Buy-Back Price payable at the third Buy-Back Closing shall reflect the new Company Revaluation; provided, however, that if the Company Revaluation is not more than fifteen percent (15%) greater than or less than the previous Company Valuation or Company Revaluation, the portion of the Buy-Back Price payable at the third Buy-Back Closing shall reflect the original Company Valuation performed prior to the first Buy-Back Closing or, if the original Company Valuation is superseded by a Company Revaluation pursuant to Section 10.7(b) hereof, such Company Revaluation. At the third Buy-Back Closing, PCS LLC shall deliver to ZFNB the certificates representing all of the Buy-Back Securities outstanding as of the date of the second anniversary of the first Buy-Back Closing, registered in the name of PCS LLC and duly endorsed in favor of ZFNB, and ZFNB shall make payment of the Buy-Back Price, as determined in accordance with the previous sentence by reference to the applicable Company Valuation or Company Revaluation, as the case may be, by wire transfer of immediately available funds to an account or accounts designated by PCS LLC.

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           10.8           Valuation Procedures.

          (a)     Within five days after delivery of a Buy-Back Notice or Revaluation Notice, except in the case of a valuation in connection with the termination of the employment of a Member or Members pursuant to Section 10.5(c) hereof and not otherwise being performed pursuant to PCS LLC’s exercise of its put right pursuant to Section 10.6 hereof, ZFNB and PCS LLC (acting together) shall each hire an Investment Bank to provide a valuation of all of the shares of Common Stock (the “Company Valuation”) as of the date of such Buy-Back Notice or Revaluation Notice. Such Company Valuation shall be conducted independently of, and without reference to, any previously performed Company Valuation. For purposes of this Section 10.8, the Company Valuation shall be an amount equal to (but in no event less than US$1.00) the aggregate fair market value of all of the outstanding shares of Common Stock (including Common Stock beneficially owned by ZFNB) as of the date of the Buy-Back Notice or Revaluation Notice, as the case may be, based on the estimated aggregate U.S. dollar value of all shares of Common Stock on the assumption that the Common Stock is being traded on the Nasdaq as an independent going concern and not in the context of a sale of the Company. If the greater of the Investment Banks’ two valuations is less than one hundred ten percent (110%) of the lesser valuation, the Company Valuation shall be

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deemed to be the mean of the two valuations. If, within 30 days of the commencement of their engagement (the “Engagement Period”), the two Investment Banks are unable to arrive at valuations which may be averaged in the manner contemplated by the previous sentence, then (i) each Investment Bank shall furnish its own Company Valuation and (ii) ZFNB and PCS LLC shall choose a third Investment Bank (the “Tie Breaker”), which shall be engaged to select as the conclusive Company Valuation either of the Company Valuations proposed by the initial Investment Banks but not a third company valuation. If ZFNB and PCS LLC are unable to agree on the selection of the Tie Breaker within 10 business days after the end of the Engagement Period, then ZFNB shall recommend three Independent Investment Banks to PCS LLC and PCS LLC shall select one of such Investment Banks within five business days of such recommendation to act as the Tie Breaker to provide the conclusive Company Valuation. Within 20 business days after its engagement, the Tie Breaker shall deliver to each of ZFNB and PCS LLC the final, conclusive Company Valuation. In making such Company Valuation, the Tie Breaker shall observe the valuation parameters set forth in the second and third sentences of this Section 10.8(a) and shall consult with, and listen to the views of, PCS LLC and ZFNB and their respective Investment Banks. Except in the case of a Company Revaluation, the fees and expenses of the initial Investment Banks shall be paid by ZFNB or PCS LLC, as the case may be. If it is necessary to retain a Tie Breaker, then ZFNB shall pay 50% and PCS LLC shall pay 50% of the Tie Breaker’s fees and expenses incurred in connection with its providing the final, conclusive Company Valuation.

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          (b) Each of ZFNB and PCS LLC agrees to provide the Tie-Breaker with such indemnification and hold harmless provisions as the Tie-Breaker reasonably requests.

          (c)     In the case of a valuation in connection with the termination of the employment of a Member or Members pursuant to Section 10.5(c)(i) hereof, the Company Valuation shall be performed by Zions in good faith and in a manner consistent with Zions’ practice with respect to performing valuations of other of its subsidiaries, and such Company Valuation performed by Zions shall be conclusive and binding on the parties hereto and the Members in the absence of manifest error. In the case of a valuation in connection with the termination of the employment of a Member or Members pursuant to Section 10.5(c)(ii) hereof, unless such valuation is also to be performed pursuant to PCS LLC’s exercise of its put right pursuant to Section 10.6 hereof, (i) the Company Valuation shall be performed by a single Investment Bank to be mutually agreed by ZFNB and PCS LLC and (ii) ZFNB shall pay 50% and PCS LLC shall pay 50% of the Investment Bank’s fees and expenses incurred in connection with its providing the Company Valuation.

          (d)     For purposes of this Section 10.8, the “Buy-Back Price” shall consist of (A) the sum of PCS LLC’s Proportionate Share of the Company Valuation or Company Revaluation with respect to the Common Stock (without discount for a minority interest), minus (B) the amount of any dividends declared and paid to PCS LLC from the date of the Buy-Back Notice or Revaluation Notice up to and including the date of the applicable Buy-Back Closing.

          10.9           Legends. All certificates for shares of the Common Stock issued to PCS LLC pursuant to this Agreement shall bear a legend substantially in the form set forth below:

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ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY, AND THE RIGHTS OF A HOLDER OF SUCH SHARES ARE SUBJECT TO, THE TERMS AND CONDITIONS CONTAINED IN A STOCK PURCHASE AND SHAREHOLDER AGREEMENT, DATED AS OF JUNE 1, 2004. THE COMPANY WILL NOT TRANSFER ON ITS BOOKS ANY CERTIFICATES REPRESENTING SHARES NOR ISSUE ANY CERTIFICATES IN LIEU THEREOF UNLESS ALL THE CONDITIONS FOR TRANSFER CONTAINED IN SUCH SHAREHOLDER AGREEMENT HAVE BEEN COMPLIED WITH, AND A PURPORTED TRANSFER NOT IN ACCORDANCE WITH THE TERMS THEREOF SHALL BE NULL AND VOID AND OF NO EFFECT. THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN EXEMPTION FROM REGISTRATION AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.

ARTICLE XI
Termination

          11.1           Mutual Consent. Prior to the Closing the parties may terminate this Agreement at any time by mutual written agreement.

          11.2            Termination by Either Party. ZFNB or PCS LLC may terminate this Agreement, by notice to the other, if:

          (a)     any application or notice for regulatory approval or exemption filed with any regulatory agency or authority for the acquisition of the Common Stock by PCS LLC is denied or withdrawn; or

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          (b)     a court or other governmental authority of competent jurisdiction shall have issued an order, writ, injunction or decree or shall have taken any other action permanently restraining or otherwise prohibiting the acquisition of the Common Stock pursuant to this Agreement, and such order, writ, injunction, decree or other action shall become final and non-appealable.

          11.3           Termination by PCS LLC. PCS LLC may terminate this Agreement if any condition set forth in Article VI shall be incapable of being satisfied.

          11.4            Termination by Zions or ZFNB. Zions or ZFNB may terminate this Agreement if any condition set forth in Article VII shall be incapable of being satisfied.

           11.5            Liability for Termination. Termination of this Agreement shall not relieve any party of any liability for any breach, default or non-performance under this Agreement.

ARTICLE XII
Indemnification

          12.1           Indemnification by ZFNB.

          (a)     Following the Closing Date, ZFNB will indemnify the Company and its directors, officers and employees against, and agrees to hold each of them harmless from, any claim or Loss asserted against or incurred or suffered by them and reasonably attributable to the creation or management prior to the Closing Date of any trusts or other fiduciary relationships included among the Contributed Assets or for any cause of action which arises, directly or indirectly, out of events or actions which occur prior to the Closing Date.

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          (b)     Except for any cause of action which arises, directly or indirectly, out of events or actions which occur prior to the Closing Date, ZFNB will not be liable under Section 12.1(a) with respect to any Loss to the extent arising from the Company’s failure to take, or cause to be taken, such action as the Company in the prudent management of its business would customarily pursue to protect its interests and the interests of ZFNB and its Affiliates or otherwise to mitigate the amount of the Loss. Without limiting the rights of ZFNB and its Affiliates and the obligations of the Company set forth elsewhere in this Agreement, the Company agrees to pursue, to the extent the Company in the prudent management of its business would customarily pursue: (i) those remedies available as trustee, independent fiduciary, investment advisor or similar fiduciary under the governing instruments for such relationship for the payment of any claims, damages, charges, costs, expenses, losses and liabilities; (ii) the granting of allowances by a court in any proceeding; (iii) reimbursement of any recovery by any beneficiaries to any trust in any proceeding; and/or (iv) any other reasonable source for payment of any items for which the Company is entitled to indemnification under Section 12.1(a), including, but not limited to, the insurance policies of ZFNB and the Company.

          12.2           Defense of Claims.

          (a) The Company will give notice (setting forth in reasonable detail the facts and circumstances pertaining thereto and the basis for its right to

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indemnification) to ZFNB as soon as practicable after the Company becomes aware of any fact, condition or event that may give rise to Losses for which indemnification may be sought under this Article XII. Without limiting the generality of the preceding sentence, if any third party notifies the Company of a claim that may give rise to Losses for which indemnification may be sought under this Article XII, including by way of service of a complaint or summons (a “Third-Party Claim”), the Company will give notice to ZFNB as promptly as practicable but in no event later than 5 days after the service of a complaint or summons. The failure of the Company to give timely notice will not affect rights to indemnification under this Article XII, except to the extent that ZFNB is actually prejudiced by the failure. (b) If ZFNB notifies the Company that ZFNB agrees that it is obligated to indemnify the Company under this Article XII in connection with a Third-Party Claim, then the ZFNB will be entitled, if it so elects, to take control of the defense and investigation of the Third-Party Claim and to employ and engage attorneys of its own choice to handle and defend the same, at the indemnifying party’s expense; provided that, if the Company reasonably determines in good faith that its interest with respect to a Third-Party Claim cannot appropriately be represented by ZFNB, the Company will have the right to assume control of the defense of such claim. Regardless of which party is controlling the defense of any Third-Party Claim, (1) both ZFNB and the Company will act in good faith; (2) no settlement of such claim may be agreed to without the written consent of both ZFNB and the Company, which consent will not be unreasonably withheld; and (iii) the fees and expenses of one firm of counsel retained to defend such claim (in respect of all indemnified parties) will be payable by ZFNB. The controlling

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party will deliver to the other party, upon request, copies of all correspondence, pleadings, motions, briefs, appeals or other written statements relating to or submitted in connection with the defense of any Third Party Claim, and timely notices of, and the right to participate in (as an observer), any hearing or other court proceeding relating to such claim. The Company will cooperate in all reasonable respects with ZFNB and such attorneys in the investigation, trial and defense of any Third-Party Claim and any related appeal; provided that the Company may, at its own cost, participate in the investigation, trial and defense of any Third-Party Claim and any related appeal. (c) Without limiting the rights and obligations provided elsewhere in this Article XII, and subject to the procedures for indemnification claims set forth in this Section 12.2, each of ZFNB and the Company will act in good faith, will use the same discretion in the use of personnel and the incurring of expenses it would use if it were engaged and acting entirely at its own cost and for its own account, and will consult regularly with the other party regarding the conduct of any proceedings or the taking of any action for which indemnification may be sought.

ARTICLE XIII
Miscellaneous

          13.1           Interpretation. The table of contents and headings contained in this Agreement are for ease of reference only and shall not affect the meaning or interpretation of this Agreement. Whenever the words “include”, “includes”, or “including” are used in this Agreement, they shall be deemed followed by the words “without limitation”. Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.

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          13.2            Waiver and Amendment. Any provision of this Agreement may be (i) waived in writing by the party benefited by the provision or (ii) amended or modified at any time by an agreement in writing between Zions and PCS LLC.

          13.3           Counterparts. This Agreement may be executed in counterparts each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same instrument.

          13.4           Governing Law. This Agreement shall be governed by, and interpreted in accordance with, the laws of the State of Utah without giving effect to Utah conflicts of law principles and, to the extent applicable, the laws of the United States.

          13.5           Arbitration.

          (a)     Any claim or controversy (“Dispute”) between or among the parties and their employees, agents, affiliates, and assigns, including, but not limited to, Disputes arising out of or relating to this Agreement, this Section 13.5 (“arbitration clause”), or, other than the Employment Agreement, any related agreements or instruments relating hereto or delivered in connection herewith (“Related Documents”), and including, but not limited to, a Dispute based on or arising from an alleged tort, shall at the request of any party be resolved by binding arbitration in accordance with the applicable arbitration rules of the American Arbitration Association (the “Administrator”). The provisions of this arbitration clause shall survive any termination, amendment, or expiration of this Agreement or Related Documents. The provisions of this arbitration clause shall supercede any prior arbitration agreement between or among the parties.

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          (b)     The arbitration proceedings shall be conducted in a city mutually agreed by the parties. Absent such an agreement, arbitration will be conducted in Salt Lake City, Utah. The Administrator and the arbitrator(s) shall have the authority to the extent practicable to take any action to require the arbitration proceeding to be completed and the arbitrator(s)’ award issued within 150 days of the filing of the Dispute with the Administrator. The arbitrator(s) shall have the authority to impose sanctions on any party that fails to comply with time periods imposed by the Administrator or the arbitrator(s), including the sanction of summarily dismissing any Dispute or defense with prejudice. The arbitrator(s) shall have the authority to resolve any Dispute regarding the terms of this Agreement, this arbitration clause, or Related Documents, including any claim or controversy regarding the arbitrability of any Dispute. All limitations periods applicable to any Dispute or defense, whether by statute or agreement, shall apply to any arbitration proceeding hereunder and the arbitrator(s) shall have the authority to decide whether any Dispute or defense is barred by a limitations period and, if so, to summarily enter an award dismissing any Dispute or defense on that basis. The doctrines of compulsory counterclaim, res judicata, and collateral estoppel shall apply to any arbitration proceeding hereunder so that a party must state as a counterclaim in the arbitration proceeding any claim or controversy which arises out of the transaction or occurrence that is the subject matter of the Dispute.

          (c)      The arbitrator(s) shall be selected in accordance with the rules of the Administrator from panels maintained by the Administrator. A single arbitrator shall have expertise in the subject matter of the Dispute. Where three arbitrators conduct an arbitration proceeding, the Dispute shall be decided by a majority vote of the three

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arbitrators, at least one of whom must have expertise in the subject matter of the Dispute and at least one of whom must be a practicing attorney. The arbitrator(s) shall award to the prevailing party recovery of all costs and fees (including attorneys fees and costs, arbitration administration fees and costs, and arbitrator(s)' fees). The arbitrator(s), either during the pendency of the arbitration proceeding or as part of the arbitration award, also may grant provisional or ancillary remedies including but not limited to an award of injunctive relief.

          (d)     Judgment upon an arbitration award may be entered in any court having jurisdiction.

          (e)     Notwithstanding the applicability of any other law to this Agreement, the arbitration clause, or Related Documents between or among the parties, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., shall apply to the construction and interpretation of this arbitration clause. If any provision of this arbitration clause should be determined to be unenforceable, all other provisions of this arbitration clause shall remain in full force and effect.

          13.6           Expenses. Except as set forth herein, each party hereto will bear all expenses incurred by it in connection with this Agreement and the transactions contemplated hereby. 13.7 Notices. All notices, requests, acknowledgments and other communications hereunder to a party shall be in writing and shall be deemed to have been duly given when delivered by hand, first-class mail, registered or certified with return receipt requested, overnight carrier or telecopy (with receipt confirmed by telephone) to such party at its address set forth below or such other address as such party may specify by notice to the other party hereto.

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If to Zions, ZFNB or the Company:
Zions Bancorporation
One South Main, Suite 1380
Salt Lake City, Utah 84111

Telecopy: (801) 524-2129
Attention: Harris H. Simmons

With a copy to:

Sullivan & Cromwell LLP
1888
Century Park East
Los Angeles, California 90067-1725

Telecopy: (310) 712-8800
Attention: Stanley F. Farrar

And to:

Callister Nebeker & McCullough, a Professional Corporation
Gateway Tower East, Suite 900
10 East South Temple
Salt Lake City, Utah 84133

Telecopy: (801) 364-9127
Attention: Laurie S. Hart

If to PCS LLC or George M. Feiger:

George M. Feiger
189 Cliff Road
Wellesley, Massachusetts 02481

Telecopy: (510) 808-2741

With a copy to:

Holme Roberts & Owen LLP
299 South Main Street, Suite 1800
Salt Lake City, Utah 84111-2263

Telecopy: (801) 521-9639
Attention: Stuart A. Fredman

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          13.8           Entire Agreement, Etc. This Agreement represents the entire understanding of the parties hereto with respect to the matters contemplated hereby and supersedes any and all other oral or written agreements heretofore made. All terms and provisions of the Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. Nothing in this Agreement is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement.

          13.9 Assignment. This Agreement may not be assigned by any party hereto without the prior written consent of the other parties. In the event that ZFNB is acquired in a merger or other business combination and does not exercise its right to repurchase the outstanding Buy-Back Securities pursuant to Section 10.5 hereto, this Agreement shall be expressly assumed by the surviving entity.

          13.10           Survival of Representations and Warranties. The representations and warranties contained in Articles IV and V hereof shall survive the Closing for a period of one year.

          13.11           Termination. This Agreement shall terminate and cease to be in effect at such time as PCS LLC no longer beneficially owns any Common Stock.

          13.12           Severability. If one or more provisions of this Agreement are determined to be unenforceable under applicable law, such provisions shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

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

ZIONS BANCORPORATION


BY: _________________________________
       Name: Harris H. Simmons
       Title:   Chairman, President and
                   Chief Executive Officer

ZIONS FIRST NATIONAL BANK


BY: _________________________________
       Name: Doyle L. Arnold
       Title:   Executive Vice President

WELMAN HOLDINGS, INC.


BY: _________________________________
       Name: Harris H. Simmons
       Title:   Chairman of the Board of
                   Directors

PCS WEALTH MANAGEMENT


BY: _________________________________
       Name: George M. Feiger
       Title:   Managing Member

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