Zions Bancorporation 2013 - 2015 Value Sharing Plan

The cumulative Adjusted PTPP Earnings over the full three year period must equal or exceed $1,308,110,536, and the realized value will be proportionately reduced to the extent that cumulative Adjusted PTPP Earnings for the three-year period is less than $1,760,918,030; and

The average of the annual NCO ratio for the three year period must be equal to or less than .90%, and the realized value will be proportionately reduced to the extent that the average annual NCO ratio is greater than .60%.

Any such reductions in the value of the RSUs attributable to Adjusted PTPP Earnings would be made to the portion of the RSUs attributable to the Base Amount; and any such reductions in the value of the RSUs attributable to the NCO ratio would be made to the portion of the RSUs attributable to the Credit Achievement Amount.

Each Participant’s adjusted number of RSUs will be settled for cash during the first quarter of 2016, with the value (before applicable witholding taxes) of each RSU determined by the average closing price for Zions Bancorporation common shares for each trading day during January, 2016.

Minus, net fixed income securities valuation and impairment gains recognized through the income statement;

Minus, fair value and non-hedge derivative income (loss)

Minus, with respect to FDIC-indemnified loans, for any given period:

Total gross interest income less originally projected interest income,

Less, indemnification asset amortization

any adjustment deemed necessary by the Committee to normalize PTPP Earnings as a result of unusual and extraordinary changes in internal cost or income allocations during the Award 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 Bank;

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

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. Dividends will not be paid on RSUs.

Participants must be employed by the Company or one of its subsidiaries at the time payment is made. Nevertheless, upon death, permanent disability, or normal or early retirement (unless upon early retirement the Participant becomes employed by an entity which competes with Zions Bancorporation or any of its subsidiaries), Participant (or his/her estate) shall be eligible to receive a pro-rata incentive payment at the conclusion of the Award Period. This award will be based upon the Participant’s calculated award as approved by the Committee and will be prorated for the number of full calendar quarters the Participant was engaged as an officer of the Company or its subsidiaries prior to death, disability or retirement. For purposes of this Plan, a Participant will generally not be considered eligible for early retirement before age 55, or for normal retirement before age 65, unless otherwise approved by the Committee.

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, he/she may be eligible to receive a pro-rata award from each participating Zions entity based on the number of months in each entity and each entity’s financial and credit performance.

In the event of a change in control of the Company (as defined in the Company’s Change in Control Plan), the Plan will be terminated and payments shall be made in accordance with the provisions of section 3 (b) of the Change in Control 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.

The resulting Base Amount of each Unit is therefore $.6840

The Credit Achievement Amount of each Unit is therefore $.2559.

The preliminary Unit Value is the sum of the Base Amount and the Credit Achievement Amount, or $.9399 per Unit, for an aggregate preliminary value of $9,399.00. (10,000 Units x $.9399).

The portion of the RSUs attributable to the Base Amount, 228.004 RSUs ($.6840/$.9399 x 313.300) would be reduced to 183.670 RSUs.