Zions Bancorporation 2017 - 2019 Value Sharing Plan

Total Non-Interest Expenses – restraining growth to slightly above 2016 levels; and

Efficiency Ratio in the low 60 percent range for 2017.

Zions Bancorporation’s Pre-tax Pre-Provision Net Revenue (“PPNR”);

Zions Bancorporation’s Net Charge-Offs;

Zions Bancorporation’s Adjusted Direct “Efficiency Ratio” Expense;

Zions Bancorporation’s Managed Core “Customer Fee” Non-Interest Income;

Zions Bancorporation’s Return on Average Assets (relative to Zions Bancorporation peer companies); and,

Zions Bancorporation’s Risk Adjusted Net Interest Margin (relative to Zions Bancorporation peer companies).

Fair value and nonhedge derivative income (losses)

Equity securities gains (losses)

Fixed income securities gains (losses)

Net impairment losses on investment securities

Tax equivalency gross up

Provision for unfunded lending commitments

Debt extinguishment costs

OREO expenses

Severance or other appropriate restructuring costs

Core Deposit Intangible expenses

any adjustment deemed necessary by the Committee as a result of unusual and extraordinary changes in internal cost or income allocations during the Performance Period resulting from reclassifications or changes in allocation methodologies which produce material changes in costs or income which are not offset by a corresponding change in income or costs within the Company;

any other adjustments, which, in the sole discretion of the Committee, are required to equitably reflect operating performance during the Performance Period.

Net Charge Offs will be calculated using the net charge-off amounts reflected in the Bank’s regulatory call reports for the relevant periods.

Provision for unfunded lending commitments

Debt extinguishment costs

OREO expenses

Severance or other appropriate restructuring costs

Core Deposit Intangible expenses

Other income and/or expense items as deemed appropriate

Fair value and non-hedge derivative income (losses)

Equity securities gains (losses)

Fixed income securities gains (losses)

Net impairment losses on investment securities

FHLB/Federal Reserve dividends

BOLI gains/losses on sales of assets

This is a discretionary Plan governed and interpreted by the Committee, whose decisions shall be final. The intent of the Plan is to fairly reward Participants for increasing shareholder value. If any adjustments need to be made to allow this Plan to accomplish its purpose, the Committee in its sole discretion can make those adjustments.

The Committee may, at its sole discretion, alter the terms of the Plan at any time during an Award Period.

Participants will not vest in any benefits available under the Plan until any payments hereunder are made after the conclusion of the Award Period.

A Participant must be employed by the Company or one of its affiliates at the time payment is made in order to receive a payout of Participant’s Unit award and if Participant ceases to be so employed at any time Participant’s Unit award shall automatically be forfeited and cancelled without consideration and without further action by Participant; provided, however, that

In the event of Participant’s termination by the Company or an affiliate or normal or early retirement, management or, if Participant is a member of the Executive Management Committee (or “EMC”), the Committee shall have the discretion to make a “Pro Rata Adjustment” to Participant’s Unit award, provided further that notwithstanding the foregoing any such adjusted Unit award shall automatically be forfeited and cancelled without consideration and without further action by Participant immediately upon (x) Participant’s commencement of, or agreement to commence, employment with or provision of services (whether as a director, consultant or otherwise) to another company that is in the financial services industry unless such employment or provision of services is specifically approved by management or the Committee, as the case may be, (y) Participant making any derogatory or damaging statements (verbally, in writing or otherwise) about the Company or any of its affiliates, the management or the board of directors of the Company or any affiliate, the products, services or business condition of the Company or any affiliate in any public way to anyone who could make those statements public or to customers of, vendors to or counterparties of the Company or any affiliate, or (z) Participant violating any duty of confidentiality owed to the Company or its affiliates under the policies or procedures of the Company and its affiliates, including the Company’s employee handbook, code of conduct and similar materials, or under federal or state

In the event of Participant’s “Termination of Employment” by reason of Participant’s death or “Disability”, a Pro Rata Adjustment shall be made to Participant’s unit award.

The Company shall retain the right to withhold payment of incentives otherwise earned under this Plan to any individual Participant or to all Participants as a group in the event of a significant deterioration in the Company’s or the Bank’s financial condition, if so required by regulatory authorities, or for any other reason considered valid by the Board in its sole discretion including but not limited to those set out in the Company’s Incentive Compensation Clawback Policy as in effect at any time during or subsequent to the Award Period.

The terms of this plan are subject to and limited by applicable law, including, without limitation, the Sarbanes Oxley Act of 2002, the Dodd-Frank Act, and regulations or guidance issued by the Board of Governors of the Federal Reserve System or other regulatory agencies.

Designation as a Participant in the Plan does not create a contract of employment for any specified time, nor shall such act to alter or amend the Company’s “at-will” policy of employment.

In the event a Participant transfers within Zions Bancorporation during the Award Period, management or, if Participant is a member of the EMC, the Committee shall have the discretion to maintain such Participant’s full Unit award under this plan, to divide and allocate such full award between Zions entities with which Participant has been employed during the

In the event of a change in control of the Company (as defined in the Company’s Change in Control Agreements), the Plan will be terminated and payments shall be made in accordance with the provisions of section 3 (b) of the Change in Control Agreements, provided that the reference in Section 3(b) to “average annual growth in Earnings per Share and the average Tangible Return on Equity” shall be deemed to refer to the award determination methodology set forth in this plan.

This document is intended to provide a guideline for the creation and distribution of incentive compensation. Nothing herein creates a contractual obligation binding on the Board or the Committee, and no Participant shall have any legal rights with respect to an Award until such Award is distributed.