x www.zionsbancorporation.com. 10, 2008 proposal 2. he or she will be elected to a 90-day term of office. Atkin Nominees Principal Occupation During Past Five Years Director Since Present Term Expires Roger B. Porter(1, 2, 3) L. E. Simmons(1, 4, 6) Steven C. Wheelwright(3, 4) Directors Principal Occupation During Past Five Years Director Since Present Term Expires Jerry C. Atkin(1, 2, 5) R. D. Cash(1, 3, 5) Patricia Frobes(1, 3, 4) J. David Heaney(2, 4) Stephen D. Quinn(2, 4) Harris H. Simmons(1, 6) Shelley Thomas Williams(1, 3, 5) Executive Committee does not have authority to amend the Articles of Incorporation or Bylaws of the Company, adopt a plan of merger or recommend to shareholders the sale of all or substantially all of the Company’s assets. The Executive Committee 2007. The Chairman of the Executive Committee is an independent director and serves as the “Presiding Director” for purposes of (1) being available to discuss with other directors any concerns they may have about the Company and its performance and relaying those concerns, where appropriate, to the full Board, (2) being available to consult with the CEO regarding the concerns of the directors, (3) being available to be consulted by any of the senior executives of the Company as to any concerns the executive might have, and (4) presiding at executive sessions of the Board. 2007. At its January 18, 2008 meeting, the Committee considered a shareholder proposal requesting that the Board take action to declassify directors’ terms of office so that all directors would be elected annually to one-year terms. The Board decided to submit the proposal to a vote of shareholders at this Annual Meeting without making a voting recommendation on the proposal. For further information on the proposal, see “Shareholder Proposal to Eliminate Classification of Terms of Board of Directors” on page 38. In discharging its oversight responsibility, the Audit Committee obtained from the external auditors a formal written statement describing all relationships between the external auditors and the Company that might bear on the external auditors’ independence and discussed with the external auditors their independence and any relationships that may impact their objectivity and independence. The Audit Committee also discussed with management, the internal auditors and the external auditors the quality and adequacy of Zions Bancorporation internal controls and the internal audit function’s organization, responsibilities, budget and staffing. The Audit Committee reviewed both with the external and internal auditors their audit plans, audit scope and identification of audit risks. The Audit Committee’s Charter was reviewed and deemed effective. In addition, the Audit Committee held regular executive sessions and private meetings with members of management, regulators of the Company, internal auditors and external auditors, and performed other actions deemed necessary to discharge the Audit Committee’s responsibilities. The Audit Committee conducted a performance self-evaluation for review with the Board of Directors that included a comparison of the performance of the Audit Committee with the requirements of its Charter. management, internal auditors and the external auditors. Relying on the reviews and discussions described above, the Audit Committee recommended to the Board of Directors that the Zions Bancorporation audited financial statements and management’s assessment of internal control over financial reporting be included in the Annual Report on Form 10-K for the year ended December 31, Individual Principal Occupation During Past Five Years(1) Harris H. Simmons Bruce K. Alexander A. Scott Anderson Doyle L. Arnold Nolan Bellon David E. Blackford Danne L. Buchanan Gerald J. Dent Michael DeVico George M. Feiger W. David Hemingway Clark B. Hinckley Thomas E. Laursen Connie Linardakis Keith Maio Individual Principal Occupation During Past Five Years(1) Dean L. Marotta William E. Martin Scott J. McLean Paul B. Murphy, Jr. Stanley D. Savage DISCUSSION AND ANALYSIS Company’s financial performance in 2007. As a result of this study, the Compensation Committee decided to make adjustments to executive base salaries for 2007. Based on these external market considerations, the Committee raised the annual bonus target for Mr. Simmons to 100% of his base salary in March 2007. In addition, the Committee increased the annual bonus targets for the Vice Chairman and the CEOs of Zions’ largest affiliate banks to either 80% or 100% of their base salary. Generally, the target bonus percentages for the remaining members of the EMC (members other than the NEOs) are positioned at either 50% or 60% of the executive officer’s base salary. percentile of the market. According to the study, long-term awards for the other EMC members, on average, were more in line with median to 75th percentile awards. determined by the size of the award fund (which is determined based on at any time. sharing contribution permitted under the plan is limited by Sections 415 and 401(a)(17) of the Internal Revenue Code. Under current regulations, compensation for the purpose of determining benefits in $225,000. Effective December 31, 2002, benefit accrual under the SERP was frozen in conjunction with the freezing of the cash balance defined benefit retirement plan. The NEOs participating in these plans accrued only interest credits in 2003 and subsequent plan years. performance-based compensation plan. The Company believes that compensation paid pursuant to salary, bonus and incentive plans generally is fully deductible for federal income tax purposes. However, in certain circumstances, the Committee may approve compensation that will not meet these requirements in order to ensure competitive levels of total compensation for its executive officers. FAS 123R governs the accounting for employee stock options. The valuation practice of most companies is to use modifications of standard option pricing models. However, these models were not designed to estimate the value of employee stock options and may not accurately reflect their actual value. The pronouncement favors the use of a market price for valuation of employee stock options. Paragraph 22 reads, in part, “The fair value of an equity share option or similar instrument shall be measured based on the observable market price of an option with the same or similar terms and conditions, if one is available.” Finally, in 2007, an employment agreement was negotiated with Dallas Haun in connection with his recruitment to be the president and CEO of Nevada State Bank, a Zions Bancorporation affiliate. change in control should occur, the Company wants its executives to be focused on the business of the organization and the interests of shareholders. In addition, the Company believes it is important that its executives be able to react neutrally to a potential change in control and not be influenced by personal financial concerns. The Company believes its This is the first year that Scott Anderson has qualified as an NEO since the introduction of the new proxy disclosure rules. In accordance with SEC guidelines, we have not reported the details of Scott Anderson’s compensation for fiscal 2006. over a three-year period; accordingly, we (a) Name and Principal Position Salary ($) Bonus ($) Stock ($) Option ($) Non-Equity Incentive Plan Compensation ($) Change in Pension Value and Earnings ($) (1)(2) All Other ($) Total ($) Harris H. Simmons Doyle L. Arnold Stanley D. Savage Paul B. Murphy, Jr. Scott J. McLean Name 2002–2005 Value Sharing Plan Payment (Received March 2006) Harris Simmons Doyle Arnold Stan Savage Name 2003–2005 VSP Payment (Received March 2006) 2003–2005 VSP Payment (Received February 2007) Harris Simmons Doyle Arnold Stan Savage Estimated Future Payouts Under Non-Equity Incentive Plan Awards (a) Name Equity Award Grant Date Units (#) Threshold ($) Target ($) Maximum ($) All Stock Awards: of of Stock or Units (#) All Other (#) Exercise ($/sh) Harris H. Simmons Doyle L. Arnold Stanley D. Savage Paul B. Murphy, Jr. Scott J. McLean All stock options granted to NEOs in fiscal year 2006 were granted under the Zions Bancorporation 2005 Stock Option and Incentive Plan. The stock options have an exercise price equal to the fair market value on the date of grant, vest 33% per year beginning one year after date of grant and have a term of seven years. In the event of a change in control of the Company as defined in the plan, the options will become fully vested and exercisable. If any employee holding such options is terminated, other than for cause as defined in the plan, within two years following such change in control, the exercise period for such outstanding options will be extended to the lesser of 42 months or the full remaining term of the option. 2007 (a) Name Number of Securities Underlying Unexercised Options(#) Exercisable Number of Unexercisable (1) Exercise Price ($) Option Expiration Number of Stock That (#) Market Value of Stock That ($)(2) Harris H. Simmons Doyle L. Arnold Stanley D. Savage Paul B. Murphy, Jr. (a) Name Number of Securities Underlying Unexercised Options(#) Exercisable Number of Unexercisable (1) Exercise Price ($) Option Expiration Number of Stock That (#) Market Value of Stock That ($)(2) Scott J. McLean 2007 (a) Name Number of (#) Value Realized on ($)(1) Number of (#) Value Realized on ($)(2) Harris H. Simmons Doyle L. Arnold Stanley D. Savage Paul B. Murphy, Jr. Scott J. McLean supplemental executive retirement plans, but does not include defined contribution plans (whether tax qualified or not). Name Plan Name Harris Simmons Stan Savage 2007. Name Harris H. Simmons Doyle L. Arnold Stanley D. Savage Paul B. Murphy, Jr. Scott J. McLean 2007. 46.69. Change in Control Agreement. 2007. outstanding grant of restricted stock. The table below reflects the accelerated vesting of all unvested shares upon a change in control and the Company’s termination of his employment “without cause” or by Mr. Arnold for “good reason.” All unvested shares would be forfeited upon the termination of his employment for any other reason. Executive Benefits and Payments Upon Termination Voluntary Termination Death or Disability For Cause Termination Involuntary Not for or Voluntary Termination (without Involuntary Not for or Voluntary Termination (with CIC) Harris H. Simmons Severance Accelerated Vesting of Long-Term Incentives Retirement Plans Other Benefits Doyle L. Arnold Severance Accelerated Vesting of Long-Term Incentives Retirement Plans Other Benefits Paul B. Murphy, Jr. Severance Accelerated Vesting of Long-Term Incentives Retirement Plans Other Benefits Stanley D. Savage Severance Accelerated Vesting of Long-Term Incentives Retirement Plans Other Benefits Scott J. McLean Severance Accelerated Vesting of Long-Term Incentives Retirement Plans Other Benefits The Company’s change in control agreements specify that if any payment or distribution to the executive would be subject to excise payment required by Section 280(g) of the Internal Revenue Code, the total payment or distribution will be reduced to such extent required to not trigger the excise tax. If a reduction is necessary, the executive may decide which element of pay should be reduced. We have assumed that the executive elects to reduce amounts attributable to the accelerated vesting of long-term incentives. Accordingly, this figure reflects only the amount necessary (in addition to cash severance, retirement plans and other benefits) to reach the excise tax limit for this executive, rather than the full value of the long-term incentives accelerated as a result of the change in control. This figure represents a combination of values from the accelerated unvested stock options and restricted stock plus the pro rata value of the individual’s Value Audit Committee receive an additional $3,000 annual retainer. The Chairs of each of the other standing committees receive an additional Company in 2006 and 2007. Commencing in 2008, each nonemployee director shall automatically be granted stock options to purchase a number of shares of common stock equal to $70,000 divided by the Black-Scholes estimated option value on the date of grant, rounded to the nearest 100 (the “Determined Amount”). (a) Name(1) Fees in Cash ($) Stock ($) Change in ($) Total ($) Jerry C. Atkin R.D. Cash Patricia Frobes J. David Heaney Roger B. Porter Stephen D. Quinn L. E. Simmons Steven C. Wheelwright Shelley Thomas Williams Directors and Officers % of Class Doyle L. Arnold Jerry C. Atkin R. D. Cash Patricia Frobes J. David Heaney Scott J. McLean Paul B. Murphy, Jr. Roger B. Porter Stephen D. Quinn Stanley D. Savage Harris H. Simmons L. E. Simmons Shelley Thomas Williams Steven C. Wheelwright All directors and officers as a group (29 persons) 3) 2006. on information supplied by them. Based solely on its review of such information, the Company believes that for the period from January 1, purchased. ·the text of the proposal to be ·a brief written statement of the reasons why such shareholder favors the ·any material interest of such shareholder in the proposal. ·the name of the person to be ·the name, age, business address, residential address and principal occupation or employment of each ·the number of shares of the Company’s stock owned by each ·a description of all arrangements and understandings between the shareholder and nominee pursuant to which the nomination is to be ·such other information concerning the nominee as would be required in a proxy statement soliciting proxies for the election of the nominee under the rules of the SEC. 844-7545. 2007. THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH SHAREHOLDER, ON WRITTEN REQUEST, A COPY OF THE COMPANY’S ¨¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.14a-12 No fee required. ¨o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ¨o Fee paid previously with preliminary materials. ¨o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: th Floor, Salt Lake City, Utah 84111May 4, 2007th Floor, on the corner of South Temple and Main Street in Salt Lake City, Utah, on Friday, May 4, 2007,Thursday, April 24, 2008, at 1:30 p.m. The purpose of the meeting is:1. To elect three directors for the terms specified in the attached Proxy Statement (Proposal 1). 2.To ratify the appointment of the Company’s independent registered public accounting firm for our fiscal year ending December 31, 2007 (Proposal 2).herein,in the Proxy Statement, the Board of Directors unanimously recommends that you vote “for” Proposals 1 and 3, but makes no voting recommendation on Proposal 2.20062007 accompany this notice.IMMEDIATELY SIGN, DATE AND MAILimmediately complete the accompanying Proxy Card in the enclosed prepaid envelopeso that your shares can be voted at the meeting in accordance with your instructions. As an alternative to using your paper proxy card to vote, you may also vote by telephone or over the Internet by following the instructions on your proxy card.www.zionsbancorporation.com.20, 2007th Floor, Salt Lake City, Utah 84111May 4, 2007Zions”, “we”, “our”, “us”,Zions,” “we,” “our,” “us,” or the “Company”). It will be voted as you direct. If no contrary direction is given, your proxy will be voted:Ø ØFORFOR the election of directors listed below; andbelow to three-year terms of office;Ø ØFOR FORratification of the Company’s independent registered public accounting firm for fiscal 2007.2008; andØ Zions Bancorporation, or by mailing a later dated proxy, or by voting in person at the meeting.109,847,522107,138,937 shares of common stock outstanding at the close of business on March 6, 2007,February 19, 2008, the record date for the meeting (the “Record Date”). Each share is entitled to one vote.Directors are elected by a plurality of the votes cast at the meeting, with the three persons receiving the highest number of votes being elected. other matters, the action will be approved if a quorum is present and the number of shares voted in favor of the action exceeds the number of shares voted against the action. If any nominee for director does not receive the affirmative vote of a majority of the votes validly cast, he or she will be elected to a 90-day term of office. In order for any of these matters to be acted on at the meeting, a quorum of our shares must be present or represented by proxy at the meeting. A quorum of our shares is a majority of the shares entitled to vote on the Record Date, or 54,923,76253,569,469 shares.Where some or all ofduly executed and returned proxy of a broker or other nominee are notwill be voted on one or more items, pursuant to the rules ofproposals in the national securities exchange ofmanner you specify. If you do not specify the manner in which the nominee isshares are to be voted on a member or of the National Association of Securities Dealers or otherwise,proposal, the shares will be treatedcounted “for” the proposal in the case of proposals 1 and 3, and will be counted as represented atabstentions in the meeting but not voted. Broker non-votes will have no effect on the outcomecase of any of the proposals. “Withheld” or “Abstain” with respect to any proposal, your shares will be counted for purposes of whether a quorum exists. However, an abstention will have no effect on the outcome of any of the proposals.April March 24, 2008. 2007.1Directors areEach nominee for a directorship will be elected byto a pluralityfull three-year term if he of theshe receives more “for” votes cast at the meeting, with the three persons receiving the highest numberthan “against” votes. If a nominee fails to receive such a majority of votes, being elected.Roger B. PorterL. E. SimmonsStevenWheelwright Age IBM Professor of Business and Government, Harvard University, Cambridge, Massachusetts; Director, Extra Space Storage, Packaging Corporation of America, Pactiv Corporation and Tenneco Inc.; Assistant to the President for Domestic and Economic Affairs, The White House, 1989–1993. 1993 2007 60 President, SCF Partners (Private Equity Investment Management), Houston, Texas; Chairman, Oil States International. 1978 2007 60 Assistant to the President, Brigham Young University-Idaho, Rexburg, Idaho; Edsel Bryant Ford Professor of Management Emeritus, Harvard Business School; Baker Foundation Professor, Senior Associate Dean, Harvard Business School, 2003–2006; leave of absence, ecclesiastical mission for The Church of Jesus Christ of Latter-day Saints, 2000–2003. 2004 2007 63 2 1993 2008 59 2002 2008 52 1998 2008 56 Age Chairman, President and Chief Executive Officer, SkyWest, Inc., St. George, Utah. 1993 2008 58 Former Chairman, President and Chief Executive Officer, Questar Corporation, Salt Lake City, Utah; Director, TODCO, Questar Corporation, Questar Market Resources, Associated Electric and Gas Insurance Services Limited and National Fuel Gas; Former Director of Zions First National Bank, Federal Reserve Bank of San Francisco (Salt Lake City Branch), and Energen Corp. 1989 2009 64 Group Senior Vice President for Legal Affairs and Risk Management and General Counsel, The Irvine Company, Newport Beach, California; Vice Chair and General Partner, O’Melveny & Myers, 2001–2003. 2003 2009 60 Chairman, Heaney Rosenthal Inc., Houston, Texas; Director, Amegy Bank N.A. 2005 2009 58 Former Managing Director and former General Partner, Goldman, Sachs & Co.; Director, Group 1 Automotive, Inc. and American Express Bank Ltd. 2002 2008 51 Chairman, President and Chief Executive Officer of the Company; Chairman of Zions First National Bank; Director, Questar Corporation and O.C. Tanner Co. 1989 2009 52 Communications Consultant, Sun Valley, Idaho; Director, The Regence Group; Senior Director of Communications and Public Affairs, Huntsman Cancer Institute, 2000–2004. 1998 2008 55 1989 2009 65 2003 2009 61 2005 2009 59 1993 2010 61 1989 2009 53 1978 2010 61 (1)Member of the Executive Committee(2)Member of the Audit Committee(3)Member of the Executive Compensation Committee(4)Member of the Credit Review Committee(5)Member of the Nominating and Corporate Governance Committee(6)Harris H. Simmons (Chairman, President and Chief Executive Officer of the Company) is the brother of L. E. Simmons (a member of the Board of Directors of the Company).3 President, Brigham Young University-Hawaii; Assistant to the President, Brigham Young University-Idaho, 2006-2007; Edsel Bryant Ford Professor of Management Emeritus, Harvard Business School; Baker Foundation Professor, Senior Associate Dean, Harvard Business School, 2003–2006; leave of absence, ecclesiastical mission for The Church of Jesus Christ of Latter-day Saints, 2000–2003. 2004 2010 64 2006.2007. In addition, those directors whom the Board has determined are independent as defined by the rules of the Securities and Exchange Commission (the “SEC”), the listing standards of The Nasdaq Stock Market (“Nasdaq”) and ourCorporate Governance Guidelines met regularly in executive session. The chair of the Executive Committee, Jerry C. Atkin, who is an independent director, served as the presiding director at each such executive session. All directors attended at least 75% of the total number of all Board and applicable committee meetings. All Board members attended last year’s annual shareholders’ meeting. The Board of Directors conducts a self-assessment annually.periodic self-assessment. One director attended an Institutional Shareholder Services (ISS) accredited director education program in 2006.2007. All directors are expected to make every effort to attend the six regularly scheduled meetings of the Board, meetings of committees of which they are members, the organizational meeting held in conjunction with the Company’s annual shareholders’ meeting and the Company’s annual shareholders’ meeting., a director will be considered independent only if he or she: (1) is not, and has not been within the previous three years, an officer or employee of the Company or its subsidiaries,subsidiaries; (2) is “independent” under the rules of Nasdaq; and (3) does not have any relationship which, in the opinion of the Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Applying these guidelines, the Board has determined all of the Company’s directors to be independent except for Harris H. Simmons, who is the CEOChief Executive Officer (CEO) of the Company, and L. E. Simmons, who is Harris Simmons’ brother.Codecode of Business Conductbusiness conduct and Ethics,ethics, which applies to the Company’s senior financial officers, including its principal executive officer, principal financial officer and controller, as well as to all employees. The Company has also adopted a Directors’ Codedirectors’ code of Ethicsethics for members of the Board of Directors. These two codes and the Company’sCorporate Governance Guidelinesare posted on the Company’s websiteWeb site at www.zionsbancorporation.com and can be accessed by clicking on “Corporate Governance.” In addition, information concerning purchases and sales of our equity securities by our executive officers and directors is available on our website.Web site. Executive Compensation Committee, and (5) the Nominating and Corporate Governance Committee. Membership in the Board’s five standing committees is indicated above in the listing of directors. Members of committees are appointed by the Board following recommendation by the Company’s Nominating and Corporate Governance Committee and serve at the pleasure of the Board for such term as the Board determines. All committees other than the Executive Committee have written charters. The written charters are posted on the Company’s websiteWeb site at www.zionsbancorporation.com and can be accessed by clicking on “Corporate Governance.” Periodically, the Company’s General Counsel reviews all committee charters in light of any changes in exchange listing rules, SEC regulations or other evidence of “best practices.” The results of the review and any recommended changes are discussed with the committees. The full Board then approves the charters, with any revisions it deems appropriate in light of the committees’ recommendations. Minor changes to the Audit Committee Charter were proposed by the Committee and approved by the Board on January 24, 2008. The other committees’ charters were most recent review of committee charters was conductedrecently reviewed at the committee meetings held in January 2007; minor2007. Slight changes were recommended. Therecommended, and the Board approved the committee charters at its meeting held on January 26, 2007. Each of the committees performs a periodic performance review, which compares the performance of the committee with its charter.4met oncedid not meet in 2006.twelvethirteen times in 2006.2007. Each of the members is independent as defined by the rules of the SEC, Nasdaq’s listing standards and the Company’sCorporate Governance Guidelines.Guidelines. Information regarding the functions performed by the Audit Committee and its membership is set forth in the “Report of the Audit Committee,” included in this Proxy Statement. A written charter approved by the Board of Directors governs the Audit Committee. The Board of Directors has determined that each member of the Audit Committee is able to read and understand fundamental financial statements. The Board has also determined that Mr. J. David Heaney is qualified as an audit committee financial expert and that he has accounting or related financial management expertise, in each case in accordance with the rules of the SEC and Nasdaq’s listing standards.from the Company and Zions First National Bank. The Committee met threefour times in 2006.2007. The Committee monitors the results of internal credit examinations and reviews adherence to policies established by the Board and by management with respect to lending, as well as general managementcredit-related issues for all of the Company’s subsidiary banks.Executive Executive Compensation Committee has five members, and met threefive times in 2006.2007. The Committee is comprised solely of independent directors as defined by the Company’sCorporate Governance Guidelines.Guidelines. None of the Committee’s members has ever been an officer or employee of the Company nor have any of them had a relationship that would require disclosure under the “Certain Relationships and Related Transactions” caption of any of Zions Bancorporation’s filings with the SEC during the past three fiscal years. Executive Compensation Committee is to discharge the Board’s responsibilities relating to the evaluation and compensation of the Company’s executives and to produce reports and filings, in accordance with the rules and regulations of the SEC. More specifically, the duties and responsibilities of the Committee are detailed in the Executive Compensation Committee Charter.Chief Executive Officer (CEO)CEO or executive officer compensation, this authority is vested solely in the Committee. The charter also specifies that the Committee may, in its discretion, delegate portions of its duties and responsibilities to a subcommittee of the Committee. Currently, there are no subcommittees in place nor did any subcommittee activity occur during 2006.2005)2007), this analysis has been prepared by Semler Brossy, LLC. The consultant compares the Company’s compensation levels with a peer group of financial institutions with similar lines of business and comparable size and performance as the Company. This consultant has also been asked, periodically, to provide commentary on the design of the Company’s other executive compensation arrangements including the Value Sharing Plans, change in controlchange-in-control agreements and employment contracts.The Board appoints one member of the Committee as its chairman, with the chairmanship to be rotated periodically. The Committee calendar, meetings and meeting agendas are set by the chairman. Frequently, the5Committee invites the CEO to attend its meetings. Other executives, including the Company’s Vice Chairman and Chief Financial Officer (“CFO”), Chief Human Resources Officer, and General Counsel were asked to attend various Committee meetings (or portions thereof) in 2006 to provide information on certain elements of the Company’s compensation and benefit programs. No members of management attended executive sessions of the Committee.threefour directors who met oncetwice in 2006.2007. Each member is independent as defined by the Company’sCorporate Governance Guidelines.Guidelines. The Committee, among other things, develops and recommends corporate governance principles applicable to the Company, including those concerning the size and composition of the Board of Directors, reviews potential candidates for Board of Directors membership and recommends nominees to the Board of Directors., namely: (1) personal qualities and characteristics, accomplishments and professional reputation; (2) current knowledge and contacts in the communities in which the Company does business and in the Company’s industry or other industries relevant to the Company’s business; (3) ability and willingness to commit adequate time to Board and committee matters; (4) the fit of the individual’s skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of the Company; (5) diversity of viewpoints, backgrounds and experience; (6) the ability and skill set required to chair committees of the Board of Directors; and (7) relevant significant experience in public companies. Nominating and Corporate Governance Committee enters into a discussion with that nominee. The Committee will consider nominees recommended by shareholders. The policy adopted by the Committee provides that nominees recommended by shareholders are given appropriate consideration in the same manner as other nominees. Shareholders who wish to submit nominees for director for consideration by the Committee for election at our 20082009 Annual Meeting of Shareholders should follow the process set forth in the Company’s Bylaws described on page 3942 under “Shareholder Proposals for 20082009 Annual Meeting.”after effectiveness of enabling legislation in Utah, the Board approve amendments to the Company’s Bylaws that would provide foradopt the Model Business Corporation Act approach to majority voting for directors in uncontested elections. Such legislation has been passed but is not effective as of the date of this Proxy Statement.The Board approved these amendments at its meeting on May 4, 2007. At its January 2007 meeting, the Committee recommended that the Board approve a Related Party Transaction Policy. The Board approved that policy at its meeting on January 26, 2007. For further information on that policy, see “Certain Relationships and Related Transactions” below.62006,2007, the Audit Committee met twelvethirteen times, and discussed with the CEO, CFO, controller, internal auditors and an independent registered public accounting firm, which we refer to as the external auditors, the interim and annual SEC filings that contained financial information, prior to their public release.pre-approvalpreapproval of audit and permissible non-auditnonaudit services to be performed by the Company’s external auditors. The Audit Committee also discussed the results of the internal audit examinations. management’s assessment of the effectiveness of internal control over financial reporting and other procedures. The members of the Audit Committee are not full-time employees of the Company and are not performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards.20062007 with720062007 for filing with the SEC.Roger B. Porter,Stephen D. Quinn8 Officer
Since Age Chairman, President and Chief Executive Officer of the Company; Chairman of Zions First National Bank; Director, Questar Corporation and O.C. Tanner Co. 1981 52 Executive Vice President of the Company; Chairman, President and Chief Executive Officer of Vectra Bank Colorado, N.A.; Director, Federal Reserve Bank of Kansas City (Denver Branch). 2000 54 Executive Vice President of the Company; President and Chief Executive Officer of Zions First National Bank; Director, Federal Reserve Bank of San Francisco (Salt Lake City Branch). 1997 (2) 60 Vice Chairman and Chief Financial Officer of the Company. 2001 58 Senior Vice President and Controller of the Company. 1998 (3) 58 Executive Vice President of the Company; Chairman, President and Chief Executive Officer of California Bank & Trust. 2001 (4) 58 Executive Vice President of the Company; President and Chief Executive Officer, NetDeposit, Inc. 1995 49 Executive Vice President of the Company. 1987 65 Executive Vice President of the Company; Director, Federal Home Loan Bank of Seattle. 2001 46 Executive Vice President of the Company; President and Chief Executive Officer of Contango Capital Advisors; Senior Adviser to The Monitor Group, September 2002–August 2003; Partner of Capco, May 2001–August 2002. 2003 57 Executive Vice President of the Company. 1997 (5) 59 Senior Vice President of the Company. 1994 59 Executive Vice President, General Counsel and Secretary of the Company; prior to May 2004, Partner of Holme, Roberts & Owen, LLC. 2004 55 Executive Vice President of the Company; prior to August 2005, Director, Executive Staffing and Talent Management of Raytheon Company. 2005 42 Executive Vice President of the Company; President and Chief Executive Officer of National Bank of Arizona; prior to January 2005, President and Chief Operating Officer of National Bank of Arizona. 2005 (6) 49 Individual Officer Since Age Harris H. Simmons Chairman, President and Chief Executive Officer of the Company; Chairman of Zions First National Bank; Director, Questar Corporation, National Life Holding Company and O.C. Tanner Co. 1981 53 Bruce K. Alexander Executive Vice President of the Company; Chairman, President and Chief Executive Officer of Vectra Bank Colorado, N.A.; Director, Federal Reserve Bank of Kansas City (Denver Branch). 2000 55 A. Scott Anderson Executive Vice President of the Company; President and Chief Executive Officer of Zions First National Bank; Director, Federal Reserve Bank of San Francisco (Salt Lake City Branch). 61 Vice Chairman and Chief Financial Officer of the Company. 2001 59 Nolan Bellon Senior Vice President and Controller of the Company. 59 Executive Vice President of the Company; Chairman, President and Chief Executive Officer of California Bank & Trust. 59 Danne L. Buchanan Executive Vice President of the Company; President and Chief Executive Officer, NetDeposit, Inc. 1995 50 Gerald J. Dent Executive Vice President of the Company. 1987 66 Executive Vice President of the Company; President and Chief Executive Officer of Contango Capital Advisors; prior to August 2003, Senior Adviser to The Monitor Group. 2003 58 Officer
Since Age Executive Vice President of the Company; Senior Vice President and Director of Internal Audit, 2003–2006; Vice President and Regional Audit Director, Merrill Lynch, Tokyo, Japan, 1999–2002. 2003 54 Executive Vice President of the Company; Chairman, President and Chief Executive Officer of Nevada State Bank. 2000 65 Executive Vice President of the Company; President, Amegy Bank N.A. 2006 (7) 50 Executive Vice President of the Company; Chief Executive Officer of Amegy Bank N.A.; prior to December 2005, Director and Chief Executive Officer of Amegy Bancorporation, Inc. 2005 (8) 47 Executive Vice President of the Company; Chairman, President and Chief Executive Officer of The Commerce Bank of Washington, N.A.; Chairman of The Commerce Bank of Oregon. 2001 61 Individual Officer Since Age Dallas E. Haun Executive Vice President of the Company; President and Chief Executive Officer of Nevada State Bank; prior to 2007, Executive Vice President, California Commercial and Private Banking Services of City National Bank. 2007 54 Executive Vice President of the Company. 60 Clark B. Hinckley Senior Vice President of the Company. 1994 60 Executive Vice President of the Company; Vice Chairman of Zions Management Services Company. 47 Thomas E. Laursen Executive Vice President, General Counsel and Secretary of the Company; prior to May 2004, Partner of Holme, Roberts & Owen, LLC. 2004 56 Connie Linardakis Executive Vice President of the Company; prior to August 2005, Director, Executive Staffing and Talent Management of Raytheon Company. 2005 43 Keith D. Maio Executive Vice President of the Company; President and Chief Executive Officer of National Bank of Arizona; prior to January 2005, President and Chief Operating Officer of National Bank of Arizona. 50 Dean L. Marotta Executive Vice President of the Company; Senior Vice President and Director of Internal Audit, 2003–2006. 2003 55 Scott J. McLean Executive Vice President of the Company; President, Amegy Bank N.A. 51 Paul B. Murphy, Jr. Executive Vice President of the Company; Chief Executive Officer of Amegy Bank N.A.; prior to December 2005, Director and Chief Executive Officer of Amegy Bancorporation, Inc. 48 Executive Vice President of the Company; Chairman, President and Chief Executive Officer of The Commerce Bank of Washington, N.A.; Chairman of The Commerce Bank of Oregon. 2001 62 (1)Officers are appointed for indefinite terms of office and may be replaced at the discretion of the Board of Directors.(2)Officer of Zions First National Bank since 1990.(3)Officer of Zions First National Bank since 1987.(4)Officer of California Bank & Trust since 1998.(5)Officer of Zions First National Bank since 1977.(6)Officer of National Bank of Arizona since 1992.(7)Officer of Amegy Bank N.A. since 2002.(8)Officer of Amegy Bank N.A. since 1990.10EXECUTIVE Executive Compensation Committee, or the Committee, of the Board is responsible for establishing, implementing and monitoring adherence with the Company’s compensation philosophy for executive officers. The Committee seeks to establish total compensation for members of the Executive Management Committee, or the EMC, that is fair, reasonable and competitive. The Committee believes that the most effective executive compensation program is one that aligns executives’ interests with those of the shareholders. Specifically, our executive compensation programs are designed to achieve the following objectives:attract and retain talented and experienced executives in the highly competitive financial services industry;motivate and reward executives whose knowledge, skills and performance are critical to our success;· attract and retain talented and experienced executives in the highly competitive financial services industry; compensate our executives for managing our business to meet our long-range objectives;align the interests of our executive officers and shareholders by rewarding performance above established targets, particularly with regard to earnings growth and return on equity, with the ultimate objective of improving shareholder value; and· motivate and reward executives whose knowledge, skills and performance are critical to our success; create fairness among the executive management team by recognizing the contributions each executive makes to our success.· compensate our executives for managing our business to meet our long-range objectives; · align the interests of our executive officers and shareholders by rewarding performance above established targets, particularly with regard to earnings growth and return on equity, with the ultimate objective of improving shareholder value; and · create fairness among the executive management team by recognizing the contributions each executive makes to our success. into analyze executive compensation levels for 2003, 2005 and 2007. Semler Brossy provided the Committee with relevant market data and alternatives to consider when making compensation decisions for the Chief Executive Officer, or the CEO, and when considering the recommendations being made by the Company’s CEO for other members of the EMC. These reviews of the competitive pay market were considered in establishing the compensation levels that became effective January 1, 2003, 2005 and 2007, respectively. In establishing compensation for 2004 and 2006, the Committee relied on the 2003 and 2005 studies, respectively, taking into account modifications warranted by changes in individual executive job responsibilities and job performance, internal equity considerations, and external market conditions.publicly-tradedpublicly traded commercial banking companies, which we refer to as the Custom Peer Group. The Custom Peer Group, which is reviewed periodically and updated by the Committee, consists of companies that are reasonably comparable in size and scope of business to the Company and against which the Committee believes the Company competes for talent and for shareholder investment. The companies included in the Custom Peer Group for the 20052007 study (the group used to calibrate 2006which 2007 executive pay levels)levels were compared) were:• M&T Bank Corporation• Banknorth• Regions Financial Corporation• • AmSouth Bancorporation• (New Jersey)• Charter One Financial, Inc.• Synovus Financial Corp.• UnionBanCal Corporation• • Union Planters• • Huntington Bancshares Incorporated comparable total assets.assets within a proximate range, both smaller and larger than the Company’s total assets, and with a commercial banking focus. Thrifts and mortgage finance companies as well as banks with return on average equity, or ROE, of less than 12% were excluded from the group. the experience necessary to lead the Company and deliver strong performance to the shareholders, the Company provides a competitive total compensation package. Since the Company competes nationally for executive talent, the Committee believes it is appropriate to generally target base salaries and annual bonuses, or annual cash compensation, to the market median (50thth percentile) of annual cash compensation paid to similarly situated executives of companies comprising the Custom Peer Group (or other relevant benchmarks). In accordance with the Company’s pay-for-performance objectives, the Committee also believes it is appropriate to pay long-term incentive values that are above the market median for performance that exceeds the median of the Custom Peer Group through the Company’s long-term incentive compensation programs.Group.plan,plans, known as Value Sharing Plans.Plans, or VSPs. The Committee has not established a policy or target for the allocation between either cash and noncash or short-term and long-term compensation. Rather, the Committee reviews and considers information provided by its independent compensation consultant to determine the appropriate level and mix of performance-based pay.the compensationbonuses paid to a third executiveeach of the individuals named in the Summary Compensation Table was affected bywere reduced or, in one case, eliminated because of the terms of a long-term incentive plan entered into when he was recruited to the Company.Value Sharing PlansStock Options· Value Sharing Plans · Stock Options · Restricted Stock Deferred Compensation Plan401(k) Payshelter and Employee Stock Ownership Plan· Deferred Compensation Plan Excess Benefit PlanCash Balance Plan· 401(k) Payshelter and Employee Stock Ownership Plan Supplemental Executive Retirement Plan· Excess Benefit Plan · Cash Balance Plan · Supplemental Executive Retirement Plan which we referreferred to as the Named Executive Officers, or NEOs, as well as other employees, with a base salary to compensate them for services rendered during the fiscal year. Salary levels are typically considered annually as part of the Company’s performance review process as well as upon a promotion or other change in job responsibility. In determining base salaries, the Committee considers the executive’s qualifications and experience, scope of responsibilities, individual job performance, market conditions, competitive salary levels and practices at companies in the Custom Peer Group, as well as pay relative to other officers of the Company.Both the 2003 and 2005studiesstudy prepared by Semler Brossy concluded that the base salary for the Company’s CEO was below the median25th percentile of the market base salary level of CEOs in the Custom Peer Group. Base salary for the other EMC members,NEOs, as a group, was close toslightly below the median for similarly situated executive officers in the Custom Peer Group.year.year and, in fact, hascompensation paid to senior managers with similar qualifications, experience and responsibilities at other institutions;individual job performance;compensation paid to senior managers with similar qualifications, experience and responsibilities at other institutions; local market conditions;internal equity considerations;· individual job performance; acquisition-related rights;recommendations of the Company’s CEO (for other NEOs); and· local market conditions; the Committee’s perception of the overall financial performance (particularly operating results) of the Company and its operating units.13· internal equity considerations; · acquisition-related rights; · recommendations of the Company’s CEO (for other NEOs); and · the Committee’s perception of the overall financial performance (particularly operating results) of the Company and its operating units. consistentlyconsistent with the provisions of the Management Plan. The target bonus percentage for EMC members (including the NEOs) is positioned at either 50% or 60% of the executive officer’s base salary. Semler Brossy concluded in its 20052007 review of the Company’s executive pay levels that bonus targets and actual annual cash compensation (defined as base salary plus actual annual bonusesbonuses) were, on average, consistent withbelow the market median for similarly situated executives at the Custom Peer Group companies. However, theThe independent consultant also indicatednoted that the 60% target bonus percentage and annual total cash compensation for the Company’s CEO and his annual total cash compensation were substantially below the market median.executive pay,long-term incentive awards, which was reviewed by the Compensation Committee in the determination of the size of the Company’s 2006 long-term cash awards, long-term incentive awards have been established whichthat the Company expects to result in long-term incentive compensation ranging from the median to 75thth percentile of the market for similarly situated executives at the Custom Peer Group companies. The 2005most recent compensation study alsoprepared by Semler Brossy in 2007, however, concluded that long-term incentive compensation for the Company’s CEO was below the market median.25thmulti-yearmultiyear periods. These plans are also a key retention tool because payouts in excess of an executive’s base salary are deferred for one year and are dependent on continued employment.calibratedconsidered in view of competitive market levels of compensation for similarly situated executives in the Custom Peer Group. The value of each unit ultimately is14companyCompany or operating unit performance as described below) divided by the total number of units in that fund.thea base award fund under each of these plans is equal to a fraction of the incremental adjusted earnings during the plan period. This base award amount is adjusted by a multiplier determined by the average annual adjusted return on average incremental equity employed, or ROE, for the Company (or subsidiary bank) over the plan period.2006.2007. Stock option grants are designed to assist the Company to:enhance the focus of executives on the creation of long-term shareholder value as reflected in the Company’s stock price performance;provide an opportunity for increased ownership by executives; and· enhance the focus of executives on the creation of long-term shareholder value as reflected in the Company’s stock price performance; maintain competitive levels of total compensation.· provide an opportunity for increased ownership by executives; and · maintain competitive levels of total compensation. 15whichthat are priced on a date other than the grant date.during 2006 withup to a cumulative grant date value of $1,600,000,predetermined limit with subsequent reporting to the Committee. No grants may be made to Executive Management CommitteeEMC members, including NEOs, without prior approval from the Committee.Deferred Compensation PlanThe Deferred Compensation Plan was established on January 1, 2001 and was restated effective January 1, 2004 to allow highly compensated employees (currently earning over $130,000 annually) to defer up to 50% of their base salary and up to 100% of their bonus and incentive compensation.$15,000$15,500 ($20,00020,500 for participants age 50 and above) in 2006.2007. Vesting of employee contributions occurs upon contribution. The Company provides a matching contribution of up to 4% of compensation in the form of Company common stock; Company matching contributions are subject to a vesting schedule.stock. The Company’s contributions are determined by reference to the employee’s contributions and are not discretionary. Participants may diversify their Company matching contribution into any of the plan’s array of mutual funds after five years of service.2006,2007, the benefitprofit sharing contribution was equal to 4%3.25% of eligible compensation. The annual Company profit sharing contribution is invested in the Company’s common stock. Participants may diversify the Company’s profit sharing contribution into any of the plan’s array of mutual funds after three years of service. Prior to January 1, 2007 vesting of the Company contributions was based on a five-year “cliff vesting” schedule. On January 1, 2007, vesting was changed to an incremental vesting schedule over five years. The maximum profit1620062007 cannot exceed $220,000.employer contributedemployer-contributed executive management restoration benefit from the Deferred Compensation Plan and established the Excess Benefit Plan. Prior to this date, all restoration and excess benefit contributions were made to the Deferred Compensation Plan. The Excess Benefit Plan is exclusiveconsists solely of employer contributions made to the Deferred Compensation Planthat restore benefits that are limited by tax-qualified plan limitations, and going forward,since January 1, 2004, all restoration benefits will behave been deposited into the Excess Benefit Plan.Effective January 1, 2003 amendments to the Deferred Compensation Plan (now the Excess Benefit Plan) were made that will result in further benefit accruals to restore benefits for employees previously covered under the Supplemental Executive Retirement Plan, or SERP, described below. These employees will receive accruals under the Excess Benefit Plan in the form of employer contribution credits without regard to whether they also elect deferral of compensation under the Deferred Compensation Plan. Only SERP-eligible employees meeting the grandfathering provisions as of December 31, 2002 are eligible for this restoration benefit.frozen; none offrozen. Scott Anderson is the NEOsonly NEO that is a grandfathered employee.employee in this Plan. All other participants will accrue interest credits only.are primarilywere members of the Executive Management Committee.17the Company’sa wealth management business (Contango Capital Advisors). Following the acquisition of Amegy Bancorporation in 2005, the Company signed Paul Murphy, Jr., Scott McLean and certain other members of Amegy Bank’s senior management to employment contracts. These agreements were specially negotiated in conjunction with the acquisition of Amegy Bancorporation in order to retain the executives and enhance the value of the Company’s investment in the Amegy Bank franchise.The contracts also specify that the actual annual bonuses for Messrs. Murphy and McLean for 2006 must not be less than $475,000 and $300,000, respectively. In addition, Mr. Murphy’s future annual bonus targets for 2007 and 2008 must not be less than 100% of his base salary and the actual annual bonus amounts must not be less than 50% of the updated annual base salary. Similarly, Mr. McLean’s future annual bonus targets for 2007 and 2008 must not be less than 75% of his base salary and the actual annual bonus amounts must not be less than 37.5% of his updated annual base salary. In connection with the termination of each executive’s prior change in control agreements with Amegy Bancorporation, Zions agreed to pay one-half of each executive’s potential Amegy change in control severance payment within ten days of the completion of the merger and, subject to continued compliance by Messrs. Murphy and McLean with certain noncompetition and non-solicitationnonsolicitation covenants, the remaining half of such potential change in control severance payment (plus a 25% enhancement) in three equal retention payments on the first, second and third anniversaryanniversaries of the completion of the merger. Accordingly, in December 2007, on the second anniversary of the merger, Messrs. Murphy and McLean received initialthe second of three installments of $484,375 and $406,250, respectively, in December 2006.respectively. The contracts also state that each executive will receive annual Zions equity awards with a target level equal to 70% of their base salary and that the actual equity grants will not be less than 52.5% of their base salary. In accordance with the terms of these agreements, Messrs. Murphy and McLean were granted 24,000 and 20,000 Zions Bancorporation stock options, respectively, on the date the merger was completed. The agreements also provide that, upon termination of employment by Amegy Bank “without cause” or by the executive for “good reason,” as those terms are defined in the agreements, such executive will receive:(1) a pro-ratedprorated current year annual bonus;18(2) severance equal to three times the sum of base salary plus highest annual bonus earned in the three prior years; (3) 36 months of continued benefits; and (4) immediate vesting of all equity awards. non-solicitationnonsolicitation covenants while employed and for a period of 12 months following termination of employment for any reason.Changechange in Control Agreementscontrol agreements with certain senior executives selected by the Board of Directors and maintains a Special Severance Planspecial severance plan for the benefit of certain other officers, to foster the continuous employment of senior and mid-levelmidlevel executives and management and to reinforce and encourage their continued attention and dedication to their duties without the distraction from the possibility of a change in control of the Company.Changechange in Control Agreementscontrol agreements and the Special Severance Plan,special severance plan, unless certain members of the Board of Directors determine that a change in control has not occurred, a change in control will be deemed to have occurred if(1) any person, other than the Company or any employee benefit plan of the Company, acquires beneficial ownership of more than 20% of the combined voting power of the Company’s then outstanding securities; (2) the majority of the Board of Directors changes within any two consecutive years, unless certain conditions of Board approval are met; (3) a merger or consolidation of the Company is consummated in which the prior owners of Zions Bancorporation common stock no longer control 50% or more of the combined voting power of the surviving entity; (4) the shareholders of the Company approve a plan of complete liquidation of the Company; or (5) an agreement providing for the sale or disposition by the Company of all or substantially all of the Company’s assets is consummated. Changechange in Control Agreementscontrol agreements with certain senior executives selected by the Board of Directors designed to ensure their continued services in the event of a change in control. All of the NEOs are included in this group. Mr. Murphy or McLean would be entitled to receive benefits under either, but not both, his employment agreement or the Change in Control Agreement if he were terminated by the Company without “cause” or he terminated his employment voluntarily for “good reason” following a change in control. The Company entered into these agreements because the financial services industry has been consolidating and the Company does not want its executives distracted by a rumored or actual change in control. Further, if a19Changechange in Control Agreementscontrol agreements assist it in retaining executive talent and realizing the aforementioned objectives.Changechange in Control Agreementscontrol agreements provide that if, within the two-year period immediately following a change in control, an executive’s employment is terminated other than for cause or the executive terminates his or her employment for “good reason” (generally, an unfavorable change in employment status, compensation or benefits, or a required relocation), then the executive generally will be entitled to receive:(1) a lump sum severance payment equal to three times the sum of annual base salary plus the greater of the targeted annual bonus then in effect or the average of the executive’s annual bonuses for each of the three years immediately prior to the change in control; (2) full base salary through the date of termination, any unpaid annual bonus and the targeted annual bonus pro-ratedprorated through the date of termination;(3) continuation of medical and dental health benefits for three years; (4) outplacement services for two years at an aggregate cost to the Company not to exceed 25% of the annual base salary; and (5) full vesting in accrued benefits under the Company’s pension, profit sharing, deferred compensation or supplemental plans. pro-ratapro rata payment of benefits available under the Value Sharing Plans.Changechange in Control Agreementscontrol agreements should compensate executives who are displaced by a change in control and not serve as an incentive to increase an executive’s personal wealth. Therefore, these Changechange in Control Agreementscontrol agreements require that there be both a change in control and an involuntary termination without “cause” or a voluntary termination for “good reason,” which is often referred to as a “double-trigger.” The double-trigger ensures that the Company will become obligated to make payments under the Changechange in Control Agreementscontrol agreements only if the executive is actually or constructively discharged as a result of the change in control.The Company’s Change in Control Agreements require that any change in control payments that become subject to excise tax payments required under Section 280(g) must be reduced so that the excise taxes will not be triggered.20The Special Severance Planmid-levelmidlevel executives and senior management selected by the Board of Directors. There are two levels of benefits available under the Special Severance Plan.special severance plan. The Special Severance Planspecial severance plan provides severance benefits that are generally the same as those provided under the Changechange in Control Agreements,control agreements, except that the salary and bonus multiplier is two for the Tier 2 plan and one for the Tier 3 plan and the period of continued medical and dental health benefits and outplacement services is two years for the Tier 2 plan and one year for the Tier 3 plan.Changechange in Control Agreements)control agreements). If any employee holding outstanding options under either plan is terminated, other than for cause, within two years following a change in control, the exercise period for such outstanding options will be extended to the full remaining term of the option.forty-two42 months after the date of termination of employment or the expiration date in the applicable award agreement.21 Executive Compensation Committee does not constitute soliciting material and should not and will not be deemed filed or incorporated by reference into any other Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically incorporates this Report by reference therein. Executive Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in thethis Proxy Statement.Executive DonD. Cash, ChairmanShelly20062006.2007. In the columns “Stock Awards” and “Option Awards,” SEC regulations require us to disclose the award of stock or options measured in dollars and calculated in accordance with FAS 123(R). For restricted stock, the FAS 123(R) fair value per share is equal to the closing price of Zions Bancorporation common stock on the date of grant. For stock options, the FAS 123(R) fair value per share is based on certain assumptions whichthat we explain inon page 19 of the Compensation Discussion and Analysis section of this Proxy Statement under “Accounting for Stock-Based Compensation” as well as footnote 20 “Retirement Plans”17 “Share-Based Compensation” to our financial statements, which are included in our Annual Report on Form 10-K.10-K for the year ending December 31, 2007. We disclose such expense ratably over the vesting period but without reduction for assumed forfeitures (as we do for financial reporting purposes). The amounts shown in the 20062007 Summary Compensation Table also include a ratable portion of each grant we made in prior years to the extent the vesting fell in 20062007 (except where GAAP required us to recognize the full amount in a prior year, as is the case when a grant is made to a retirement-eligible executive and under the terms of such award the executive is permitted to retain all or part of such award upon retirement without fulfilling the vesting period). Please also refer to the table in this Proxy Statement with the title “2006“2007 Grants of Plan-Based Awards.”2006.2007. For certain executives, the “Stock Awards” column includes a portion of the expense resulting from the vesting of restricted stock grants made in prior years. Restricted stock awards typically vest 25% per year over four years. Vesting of awards is conditioned on the participant’s continued employment with Zions Bancorporation.“Non-Equity“Nonequity Incentive Plan Compensation,” we disclose the dollar value of all earnings for services performed during the years covering the measurement period pursuant to awards under non-equitynonequity incentive plans, includingthat is, our Value Sharing Plans. Whether an award is included with respect to any particular fiscal year depends on whether the relevant performance measures were satisfied during thethat fiscal year. For example, payments under our Value Sharing Plans are typically based upon the achievement of financial results22includeincorporate payments under the Value Sharing Plans for the fiscal year whichthat includes the last day of the three-yearthree-nonqualifiedNonqualified Deferred Compensation Earnings,” we disclose the sum of the dollar value of (1) the aggregate change in the actuarial present value of the NEO’s accumulated benefit under all defined benefit and actuarial pension plans (including supplemental plans) in 2006;2007; and (2) any above-market or preferential earnings on nonqualified deferred compensation, including nonqualified defined contribution plans.perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is less than $10,000;all “gross-ups” or other amounts reimbursed during the fiscal year for the payment of taxes;· perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is less than $10,000; amounts we paid or which become due related to termination, severance, or change in control, if any;our contributions to vested and unvested defined contribution plans; and· all “gross-ups” or other amounts reimbursed during the fiscal year for the payment of taxes; any life insurance premiums we paid during the year for the benefit of a Named Executive Officer.· amounts we paid or that become due related to termination, severance, or change in control, if any; · our contributions to vested and unvested defined contribution plans; and · any life insurance premiums we paid during the year for the benefit of an NEO. (b) (c) (d) (e) (f) (g) (h) (i) (j) Year
Awards
Awards
Nonqualified
Deferred
Compensation
Compensation
Chairman, President and Chief Executive Officer
Zions Bancorporation 2006 800,000 700,000 0 709,258 0 19,032 67,810 (3) 2,296,100
Vice Chairman and
Chief Financial Officer
Zions Bancorporation 2006 475,000 450,000 19,891 503,323 0 15,922 39,738 (4) 1,503,874
President and
Chief Executive Officer
The Commerce Bank of Washington 2006 312,000 260,000 0 174,206 659,717 (5) 0 32,853 (6) 1,438,776
Chief Executive Officer
Amegy Bank N.A. 2006 487,500 530,000 0 266,775 0 0 528,750 (7) 1,813,025
President
Amegy Bank N.A. 2006 416,000 350,000 0 168,853 0 0 437,364 (8) 1,372,217 (1) The net change in the accumulated present value of pension benefits for each Named Executive OfficerNEO was: Mr. Simmons, ($10,697)$15,763 and Mr. Savage, $297.Anderson, $27,533.23(2) Amounts deferred by participants in the Deferred Compensation Plan are invested by the Company in various investment vehicles at the direction of the participant. The Company does not guarantee any rate of return on these investments. Since the array of investment vehicles is not identical to the investment choices offered to employees participating in the tax-qualified defined contribution plan, the table above treats dividend and interest earnings on these investments in excess of the Company’s dividend yield and 120% of the Adjusted Federal Rate, respectively, as above-market or preferential, as required by SEC rules. Such amounts for each ofMr. Arnold was the NEOsonly NEO to have such earnings during the most recent fiscal year, which were as follows: Mr. Simmons, $29,729; Mr. Arnold, $15,922.$1,174. Messrs. Murphy McLean and SavageMcLean did not participate in the Company’s Deferred Compensation Plan as of December 31, 2006.2007.(3) All other compensation for Mr. Simmons is comprisedconsists of the Company’s matching contributions to the tax-qualified defined contribution plans totaling $17,600$16,313 and another $50,210$76,705 in contributions to the Company’s nonqualified Excess Benefit Plan.(4) All other compensation for Mr. Arnold is comprisedconsists of $17,600$16,313 in Company matching contributions to the tax-qualified defined contribution plans and another $22,138$43,043 in contributions to the Company’s Excess Benefit Plan.(5) Mr. Savage earned an award of $659,717 on the last day of March 2006 pursuant to the terms of a five-year Personal Incentive Plan that covered the period April 1, 2001 through March 31, 2006. The purpose of this five-year Personal Incentive Plan was to reward Mr. Savage based on the financial performance of The Commerce Bank of Washington, or TCBWA, over the five-year period. Specifically, the Plan was designed to provide a cash-based payout dependent upon TCBWA’s cumulative cash earnings and average adjusted return on equity over the term of the Plan.(6) All other compensation for Mr. SavageAnderson is comprised of $17,600$16,313 in Company matching contributions to the tax-qualified defined contribution plans and another $15,253$88,549 in contributions to the Company’s Excess Benefit Plan.(7)(6) All other compensation for Mr. Murphy consists of a $484,375 retention payment made in December 20062007 pursuant to provisions in his employment contract (see more details under the heading “Employment Agreements with Messrs. Murphy and McLean”); a $6,000 annual car allowance; $19,935 annual club membership dues; $17,600$16,313 in matching contributions to the Company’s tax-qualified defined contribution plans; and additional perquisites including preferred parking.(8)(7) All other compensation for Mr. McLean consists of a $406,250 retention payment made in December 20062007 pursuant to provisions in his employment contract (see more details under the heading “Employment Agreements with Messrs. Murphy and McLean”); a $6,000 annual car allowance; $6,084 annual club membership dues; $17,600$16,313 in matching contributions to the Company’s tax-qualified defined contribution plans; and additional perquisites including preferred parking and spousal travel expenses.2002–2005 Value Sharing Plan and 2003–2005 Value Sharing Plan.2002–2005 Value Sharing PlanOn December 31, 2005, awards under the 2002–2005 Value Sharing Plan vested based on the Company’s four-year financial performance. Cash amounts paid to NEOs in March 2006 under the terms of this plan are detailed in the table below: $ 108,621 $ 60,345 $ 26,150 24Savage’sAnderson’s award units in the 2003–2005 Plan were 50% from the Company’s award fund and 50% from The Commercethe Zions First National Bank of Washington’s award fund. In accordance with the terms of the 2003–2005 Value Sharing Plan, award amounts less than or equal to each Named Executive Officer’sNEO’s base salary at the end of fiscal 2005 were paid to the participant in March 2006. Earned bonus award amounts in excess of the participant’s 2005 year-end base salary were withheld and paid in February 2007. Both payments, representing the total award to each executive under the 2003–2005 Plan, are detailed in the table below: $ 750,000 $ 2,985,000 437,500 1,616,750 300,000 216,150 2006following table: Harris Simmons $ 750,000 $ 2,985,000 Doyle Arnold 437,500 1,616,750 Scott Anderson 379,000 1,303,450 a Named Executive Officeran NEO in the most recently completed fiscal year. This includes Value Sharing Plan and stock option awards, which are discussed in greater detail in this Proxy Statement under the caption, “Compensation Discussion and Analysis.” The threshold, target and maximum columns reflect the range of estimated payouts under the Zions Bancorporation 2006–2008 Value Sharing Plan and the Amegy Bank, N.A. 2007-2008 Value Sharing Plan. Columns (g) and (h) report the number of shares of common stock underlying options granted in the fiscal year and corresponding per-share exercise prices. In all cases, the exercise price was equal to the closing market price of our common stock on the date of grant. Finally, in the last column, we report the aggregate FAS 123(R) value of all awards made in 2006;2007; in contrast to how we present amounts in the Summary Compensation Table, we report such figures here without apportioning such amount over the service or vesting period. (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) Grant Type
Awarded
Other
Number
Shares
Option
Awards:
Number
of
Securities
Under-
lying
Options
or Base
Price of
Option
Awards Grant
Date
Fair
Value
of
Option
Awards
($) Options(1) 5/1/2006 0 51,500 81.15 724,295 Value Sharing Plan(2) 1,600,000 0 1,600,000 6,800,000 Options(1) 5/1/2006 0 40,750 81.15 573,108 Value Sharing Plan(2) 885,000 0 885,000 3,761,250 Options(1) 5/1/2006 0 12,650 81.15 177,909 Value Sharing Plan(2) 470,000 0 470,000 1,997,500 Options(1) 5/1/2006 0 40,500 81.15 569,592 Value Sharing Plan(2) 0 0 0 0 Options(1) 5/1/2006 0 17,500 81.15 246,120 Value Sharing Plan(2) 0 0 0 0 Harris H. Simmons 5/4/2007 0 53,000 83.25 639,180 Doyle L. Arnold 5/4/2007 0 43,000 83.25 518,580 Paul B. Murphy, Jr. 5/4/2007 0 31,500 83.25 379,890 275,000 0 275,000 1,168,750 275,000 275,000 1,168,750 Scott J. McLean 5/4/2007 0 22,000 83.25 265,320 175,000 0 175,000 743,750 175,000 175,000 743,750 A. Scott Anderson 5/4/2007 0 32,000 83.25 385,920 25Grant information relates to the Zions Bancorporation Value Sharing PlansPlan for the 2006–2008 performance cycles.cycle. Payments will be in two installments, with the first installment, if any, up to an amount equal to the participant’s 2008 year-end base salary due in fiscal 2009 and the remaining portion of the payment, if any, due in fiscal 20102010; in each case contingent upon the executive’s continued employment with Zions Bancorporation.Grant information relates to the Amegy Bank, N.A. Value Sharing Plan for the 2007–2008 performance cycle. Payments will be in two installments, with the first installment, if any, up to an amount equal to the participant’s 2008 year-end base salary due in fiscal 2009 and the remaining portion of the payment, if any, due in fiscal 2010; in each case contingent upon the executive’s continued employment with Zions Bancorporation. 2006unexercisedoutstanding options and restricted stock that hashave not vested for each Named Executive Officer outstandingNEO as of the end of our most recently completed fiscal year. Each outstanding award is represented by a separate row whichthat indicates the number of securities underlying the award. None of the Company’s stock option or stock awards isare subject to the achievement of performance conditions. As a result, we are not required, under SEC rules, to report the number of options or shares that are considered unearned in the table below.26 Option Awards Stock Awards (b) (c) (d) (e) (f) (g)
Securities
Underlying
Unexercised
Options(#)
Date
Shares or
Units of
Have Not
Vested
Shares or
Units of
Have Not
Vested 36,000 0 $ 41.63 3/30/2007 25,000 0 $ 43.88 7/27/2007 61,000 0 $ 54.35 4/19/2008 61,000 0 $ 53.72 4/25/2009 40,700 0 $ 42.00 1/21/2010 20,300 0 $ 48.02 4/24/2010 40,666 20,334 $ 56.59 4/29/2011 17,666 35,333 $ 70.79 5/5/2012 0 51,500 $ 81.15 4/30/2013 302,332 107,167 0 $ 0 7,917 0 $ 48.00 12/2/2008 825 $ 68,013 42,000 0 $ 53.72 4/25/2009 28,000 0 $ 42.00 1/21/2010 14,000 0 $ 48.02 4/24/2010 28,000 14,000 $ 56.59 4/29/2011 12,000 24,000 $ 70.79 5/5/2012 0 40,750 $ 81.15 4/30/2013 131,917 78,750 825 $ 68,013 10,000 0 $ 42.00 1/21/2010 5,000 0 $ 48.02 4/24/2010 10,000 5,000 $ 56.59 4/29/2011 4,333 8,667 $ 70.79 5/5/2012 0 12,650 $ 81.15 4/30/2013 29,333 26,317 0 $ 0 19,850 0 $ 24.51 1/2/2008 940 0 $ 28.60 1/4/2009 940 0 $ 31.59 1/1/2010 14,111 0 $ 30.95 4/27/2010 846 0 $ 64.17 1/2/2011 12,543 0 $ 43.30 3/13/2011 1,128 0 $ 48.57 1/1/2012 12,543 0 $ 43.32 2/6/2012 31,360 0 $ 51.13 6/4/2012 564 0 $ 46.37 1/2/2013 9,407 0 $ 48.67 6/25/2013 14,111 0 $ 67.12 6/25/2014 16,620 0 $ 58.26 5/18/2015 12,000 12,000 $ 75.85 12/2/2012 0 40,500 $ 81.15 4/30/2013 146,963 52,500 0 $ 0 Harris H. Simmons 61,000 0 54.35 04/19/2008 61,000 0 53.72 04/25/2009 38,319 0 42.00 01/21/2010 20,300 0 48.02 04/24/2010 61,000 0 56.59 04/29/2011 35,333 17,667 70.79 05/05/2012 17,166 34,334 81.15 04/30/2013 0 53,000 83.25 05/03/2014 294,118 105,001 0 0 Doyle L. Arnold 37,000 0 53.72 04/25/2009 550 25,680 28,000 0 42.00 01/21/2010 14,000 0 48.02 04/24/2010 42,000 0 56.59 04/29/2011 24,000 12,000 70.79 05/05/2012 13,583 27,167 81.15 04/30/2013 0 43,000 83.25 05/03/2014 158,583 82,167 550 25,680 Option Awards Stock Awards (b) (c) (d) (e) (f) (g)
Securities
Underlying
Unexercised
Options(#)
Date
Shares or
Units of
Have Not
Vested
Shares or
Units of
Have Not
Vested 9,407 0 $ 48.66 6/25/2013 9,407 0 $ 67.12 6/25/2014 10,975 0 $ 58.26 5/18/2015 10,000 10,000 $ 75.85 12/2/2012 0 17,500 $ 81.15 4/30/2013 39,789 27,500 0 $ 0 Paul B. Murphy, Jr. 11,698 0 30.95 04/27/2010 846 0 64.17 01/02/2011 3,186 0 43.30 03/13/2011 1,128 0 48.57 01/01/2012 2,308 0 43.32 02/06/2012 31,360 0 51.13 06/04/2012 564 0 46.37 01/02/2013 9,407 0 48.67 06/25/2013 14,111 0 67.12 06/25/2014 16,620 0 58.26 05/18/2015 18,000 6,000 75.85 12/02/2012 13,500 27,000 81.15 04/30/2013 0 31,500 83.25 05/03/2014 122,728 64,500 0 0 Scott J. McLean 9,407 0 48.66 06/25/2013 9,407 0 67.12 06/25/2014 10,975 0 58.26 05/18/2015 15,000 5,000 75.85 12/02/2012 5,833 11,667 81.15 04/30/2013 0 22,000 83.25 05/03/2014 50,622 38,667 0 0 A. Scott Anderson 10,834 0 56.59 04/29/2011 18,666 9,334 70.79 05/05/2012 9,083 18,167 81.15 04/30/2013 0 32,000 83.25 05/03/2014 38,583 59,501 0 0 (1) All unvested options listed above for Messrs. Simmons, Arnold and Savage,Anderson, and the options expiring on April 30, 2013 and May 3, 2014 for Messrs. Murphy and McLean, vest at a rate of 33% per year over the first three years of the seven-year option term. Messrs. Murphy and McLean’s options expiring December 2, 2012 vest 50% on the first year and 25% on the second and third years of the seven-year option term.(2) Based on closing market price of Friday,Monday, December 29, 200631, 2007 of $82.44$46.69 per share.2006 Option Awards Stock Awards (b) (c) (d) (e)
Shares Acquired
on Exercise
Exercise
Shares Acquired
on Vesting
Vesting 0 0 0 0 7,083 240,185 275 22,448 0 0 0 0 6,428 426,839 0 0 7,473 220,291 0 0 Harris H. Simmons 63,381 2,746,408 0 0 Doyle L. Arnold 13,192 459,994 275 12,840 Paul B. Murphy, Jr. 43,735 1,924,565 0 0 Scott J. McLean 0 0 0 0 A. Scott Anderson 0 0 0 0 (1) We computed the dollar amount realized upon exercise by multiplying the number of shares times the difference between the market price of the underlying securities at exercise and the exercise price of the option. (2) We computed the aggregate dollar amount realized upon vesting by multiplying the number of shares of stock by the market value of the underlying shares on the vesting date. 200628Named Executive Officer’sNEO’s accumulated benefit under the plans, computed as of December 31, 2006.2007. In making such a calculation, we relied on interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements. Number of Years
of Credited
Service Present Value of
Accumulated
Benefit Payments During
Last Fiscal Year Cash Balance Pension Plan 21.46 299,650 0 Supplemental Executive Retirement Plan 21.46 273,815 0 Cash Balance Pension Plan 2.00 16,006 0 Supplemental Executive Retirement Plan 2.00 2,614 0 Harris Simmons Cash Balance Pension Plan 21.46 312,693 0 Supplemental Executive Retirement Plan 21.46 276,535 0 A. Scott Anderson Cash Balance Pension Plan 17.00 224,566 0 Supplemental Executive Retirement Plan 17.00 279,657 0 (1) Mr. Simmons has been an officer of the Company for 26 years. The Zions Bancorporation Pension Plan was frozen on December 31, 2002 and Mr. Simmons did not meet the age requirement to continue receiving service credits under this Plan. Accordingly, his service credits will remain at 21.46 years. Mr. Anderson did meet the age and service requirements under this Plan to continue receiving service credits when this Plan was frozen on December 31, 2002. As a result, there is no difference between Mr. Anderson’s years of service with the Company and the number of years of service credit under this Plan. 2006Named Executive OfficerNEO during 2006.Named Executive OfficerNEO during 2006.2007. Generally, these amounts reflect restoration benefits provided under the Company’s Excess Benefit Plan. We also make matching contributions to the qualified 401(k) plan, but that plan is tax qualified and, therefore, we do not include our contributions to it in this table. We include our matching contributions to the tax qualified retirement plans in the “All Other Compensation” column of the Summary Compensation Table.interest or other earningsthe increase (or decrease) in the value of the account from investment returns accrued during 2006,2007, including interest and dividends paid both above and at market rates. Such amounts include dividend payments on restricted stock. We pay such amounts to compensate the executive for the deferral, and we do not consider payment of interest and other earnings at market rates to be compensation. We report such amounts as compensation in the Summary Compensation Table aboveon page 24 only to the extent such earnings were paid at above-market rates as defined by the SEC, and such amounts are shown in a footnote to that table.292006. Executive
Contributions in
Last FY Registrant
Contributions in
Last FY Aggregate
Earnings in
Last FY Aggregate
Withdrawals /
Distributions Aggregate
Balance at
Last FY $ 398,846 $ 50,210 $ 41,627 $ 0 $ 554,421 150,000 22,138 67,225 0 695,586 0 15,253 2,707 0 40,724 0 0 0 0 0 0 0 0 0 0 Harris H. Simmons 3,801,190 76,705 23,133 0 4,455,449 Doyle L. Arnold 404,188 43,043 21,552 0 1,164,369 Paul B. Murphy, Jr. 0 0 0 0 0 Scott J. McLean 0 0 0 0 0 A. Scott Anderson 0 88,549 (99,852 ) 0 152,865 whichthat provides for payments to a Named Executive Officeran NEO at, following, or in connection with any termination of employment including by resignation, retirement, disability or a constructive termination of a Named Executive Officer,an NEO, or change in control of the Company or a change in the Named Executive Officer’sNEO’s responsibilities. However, in accordance with SEC regulations, we do not report any amount to be provided to a Named Executive Officeran NEO under any arrangement whichthat does not discriminate in scope, terms, or operation in favor of our executive officers and whichthat are generally available to all salaried employees. Also, the following table does not repeat information disclosed above under the pension benefits table, the deferredNamed Executive OfficerNEO would be enhanced by the termination event.82.44.SavageAnderson do not have employment agreements whichthat guarantee them employment for any period of time. Therefore, we would provide post-termination payments of salary or severance to these NEOs only under the Company’s broad-based severance policy in the event of a reduction-in-force or other applicable consideration pursuant to a CIC agreement.whichthat may include, but are not limited to, a reduction-in-force or job elimination, consolidation, merger, or re-organization (other than a change in control).elimination. Severance is typically paid in bi-weeklybiweekly installments but the Company reserves the right to make such payments in a single lump-sum. Payment of severance is conditioned upon, among other things, a release of claims against us by the executive. Refer to the section, “Change in Control Agreements” for a description of the benefits the Company is obligated to pay Messrs. Simmons, Arnold and Savagethe NEOs in the event of their termination of employment after a change in control by Zions Bancorporation involuntarily “without cause” or by the executive for “good reason.”reason”.reason.” Should Mr. Murphy or Mr. McLean be terminated as a result of death, disability, or “for cause,” their employment agreements specify that they will be entitled to:(1) base salary and earned but unused vacation through the date of termination; 30(2) welfare benefits; (3) other benefits; and (4) all remaining annual retention payments paid according to the original schedule. 2006–2008 Value Sharing Plans ending on December 31, 2008, the Company would be obligated to pay only2006. Since the calculated unit values under all of the Company’s value sharing plans were above target as of the assumed termination date, the pro rata amounts are computed assuming the calculated per unit values. In addition, deferred payments due to participants in February 2007 pursuant to terms of the 2003–2005 Value Sharing Plans would also be accelerated in the event of a change in control of the Company on December 31, 2006. Accordingly, these payments are reported in the table below where appropriate.It should be noted that under2006,2007, only Mr. Arnold had an31“2006“2007 Pension Benefits Table,” and in the “2006“2007 Nonqualified Deferred Compensation Table.”double triggerdouble-trigger and are described above under the heading “Compensation Discussion and Analysis,” the Company is obligated to pay certain other benefits. These include continuation of medical, dental, vision, and life insurance coverage for 36 months from the date of change in control. Although Messrs. Murphy and McLean are entitled to receive their specially negotiated retention payments regardless of the nature of their termination, their contracts do not require the payments to be accelerated. Therefore, these payments are not reported in the table below. The conditions to the Company’s obligations under the change in control arrangements and employment agreements are discussed above. Except for these benefits payable after the double-trigger occurs, the Company has no obligation to continue any other perquisite after aan NEO’s employment terminates.
Cause
Good
Reason
CIC)
Cause
Good
Reason $ 0 $ 0 $ 0 $ 800,000 (1) $ 3,840,000 (2) 0 0 0 0 1,019,950 (3) 0 0 0 0 0 0 0 0 0 23,721 (4) 0 0 0 475,000 (1) 2,223,346 (5) 0 0 0 0 0 (6) 0 0 0 0 0 0 0 0 0 23,721 (4) 0 0 0 2,362,500 (7) 2,362,500 (7) 0 0 0 131,325 (8) 295,408 (9) 0 0 0 0 0 0 25,554 (10) 0 25,554 (10) 25,554 (10) 0 0 0 312,000 (1) 1,631,000 (2) 0 0 0 0 841,639 (3) 0 0 0 0 0 0 0 0 0 23,721 (4) 0 0 0 1,998,000 (7) 1,998,000 (7) 0 0 0 88,475 (8) 192,892 (9) 0 0 0 0 0 0 25,554 (10) 0 25,554 (10) 25,554 (10) Harris H. Simmons Severance 0 0 0 850,000 (1) 5,100,000 (2) Accelerated Vesting of Long-Term Incentives 0 0 0 0 407,757 (3) Retirement Plans 0 0 0 0 27,000 (9) Other Benefits 0 0 0 0 23,331 (4) Doyle L. Arnold Severance 0 0 0 520,000 (1) 2,808,000 (2) Accelerated Vesting of Long-Term Incentives 0 0 0 0 385,311 (3) Retirement Plans 0 0 0 0 27,000 (9) Other Benefits 0 0 0 0 22,194 (4) Paul B. Murphy, Jr. Severance 0 0 0 3,165,000 (5) 3,165,000 (5) Accelerated Vesting of Long-Term Incentives 0 0 0 0 (6) 356,583 (7) Retirement Plans 0 0 0 0 27,000 (9) Other Benefits 0 23,124 (10) 0 23,124 (10) 23,124 (10) Scott J. McLean Severance 0 0 0 2,370,000 (5) 2,370,000 (5) Accelerated Vesting of Long-Term Incentives 0 0 0 0 (6) 226,917 (7) Retirement Plans 0 0 0 0 27,000 (9) Other Benefits 0 21,984 (10) 0 21,984 (10) 21,984 (10) A. Scott Anderson Severance 0 0 0 500,000 (1) 2,700,000 (2) Accelerated Vesting of Long-Term Incentives 0 0 0 0 538,200 (8) Retirement Plans 0 0 0 0 27,000 (9) Other Benefits 0 0 0 0 23,331 (4) (1) The Zions Bancorporation Severance Policy for executive officers provides four weeks salary for each $10,000 in base salary (rounded to the nearest thousand) or 2two weeks pay for every year of completed service up to 10ten years and an additional week of pay for every year over 10ten years of service, whichever is greater up to a maximum of 52 weeks. A severance payment, if any, is not enhanced above what any other executive would be due as a result of the termination occurrence.(2) Under the Company’s change in control agreements, upon a change in control, severance for the NEO will consist of 3three times the sum of the individual’s salary at the time of the change in control plus the greater of: (i) the average annual bonus paid to the executive for the 3 years preceding the change in control or (ii) the individual’s current target bonus. For this purpose, the bonuses for 20062007 (which were not determined until March 2007)February 2008) were not taken into account.(3) 33Sharing Awards are based on the calculatedtarget per unit value of the 2006–2008 corporate level Value Sharing Plan as of December 31, 2006 as well as any deferred payments under2007. The reported value of accelerated long-term incentives has been reduced for Mr. Simmons and Mr. Arnold in order to avoid the 2003–2005 Value Sharing Plan that was paid in February 2007.imposition of excise taxes.(4) Under the Company’s change in control agreements, participants are entitled to the continuation of medical and dental benefits for 36 months if terminated following a change in control of the Company. This figure represents the aggregate cost of fulfilling that obligation for each NEO.Mr. Simmons, Mr. Arnold and Mr. Anderson, respectively.(5) Since the aggregate CIC benefit available to Mr. Arnold would trigger the imposition of excise taxes, the reported cash severance amount for Mr. Arnold has been reduced in accordance with the provisions of the Company’s change in control arrangements. In this circumstance, Mr. Arnold would have the ability to elect which payments to reduce to avoid triggering the excise tax payment.(6)The reported value of accelerated long-term incentives has also been reduced for Mr. Arnold in order to avoid the imposition of excise taxes. See footnote (3).(7) The severance payments for Messrs. Murphy and McLean were negotiated as part of their employment agreements following the Company’s acquisition of Amegy Bancorporation, Inc. in 2005. A detailed description of the severance provisions contained in these agreements is described in the section “Employment Agreements with Messrs. Murphy and McLean.” These figures represent 3three times the sum of the NEO’s current base salary plus the highest bonus each received in the prior three years.(8)(6) These figures represent the value of the accelerated stock options as of December 31, 3006.2007. Since the pro rata payment based on units of participation in the corporate level 2006–2008and Amegy Bank Value Sharing PlanPlans are not paid until the end of the award period as a result of this termination occurrence, the pro rata award value was not reported in this column.(9)(7) The employment contracts for Messrs. Murphy and McLean specify that all of their unvested equity awards become fully vested upon a change in control. Messrs. Murphy and McLean were awarded units of participation in the corporate level 2006–2008 Value Sharing Plan and Amegy Bank 2007–2008 Value Sharing Plan on March 1, 2007. These units are subject to a pro rata payout upon a change in control. This figure represents the value of the accelerated equity awards and the pro rata payment of each executive’s interest in the corporate level 2006–2008and Amegy Bank Value Sharing Plan.Plans. The values of the pro rata Value Sharing Plan payouts are based on the target per unit value for the corporate level Value Sharing Plan and the computed per unit value for the Amegy Bank Value Sharing Plan as of December 31, 2006.2007.(8) Mr. Anderson was awarded units of participation in corporate level 2006–2008 Value Sharing Plan and Zions First National Bank 2006–2008 Value Sharing Plan on January 1, 2006. These units are subject to a pro rata payout upon a change in control. This figure represents the value of the accelerated equity awards and the pro rata payment of Mr. Anderson’s interest in the corporate level and Zions First National Bank Value Sharing Plans. The values of the pro rata Value Sharing Plan payouts are based on the target per unit value for the corporate level Value Sharing Plan and the computed per unit value for the Zions First National Bank Value Sharing Plan as of December 31, 2007. (9) Under the Company’s change-in-control arrangements, participants are entitled to receive an amount equal to the amount the Company would have contributed to each NEOs account under the Company’s 401(k) plan as a matching contribution had they remained employed by the Company for three years after the date of termination and had the executive made the maximum elected deferral contribution. This amount reflects the maximum employer contribution of four percent applied to the compensation limit ($225,000) imposed by Sections 415 and 401(a)(17) of the Code. (10) The employment contracts for Messrs Murphy and McLean also specify that the executives are entitled to the 36 months continuation of medical, dental, life insurance and other welfare benefits in the event of death or disability or termination following a change in control. This figure represents the total cost of fulfilling that obligation. 2006.2007. Such loans were made on substantially the same terms, including interest rates and collateral, as those available at the time for similar transactions with other persons. These loans did not involve more than the normal risk of collection or have other unfavorable features.34Mr. Feiger’s Interest in Welman Holdings, Inc.Mr. George Feiger’s employment by the Company commenced September 2003. Subsequently, in June 2004, Mr. Feiger entered into a stock purchase agreement with the Company and certain of its affiliates through which he indirectly purchased five percent of the common stock of Welman Holdings Inc. (“Welman”), a subsidiary of Zions First National Bank that generally oversees the wealth management operations of the Company in addition to other activities. Mr. Feiger’s interest in Welman is via a limited liability company in which he is a member and that owns the shares of Welman. As a part of the stock purchase agreement, Mr. Feiger may require that the Company’s Zions First National Bank affiliate repurchase his ownership in Welman in six to eight years from the signing date of the contract at the then fair market value of the shares, as determined by an independent third party. Since the repurchase price of Mr. Feiger’s interest in Welman is to be based on the fair market value of Welman at a time in the future, the amount of the Company’s obligation is not currently determinable.Mr. Feiger’s Employment AgreementMr. Feiger has an employment contract with the Company that guarantees annual increases of at least 10% in his base salary in years 2004 through 2006 and not less than 6% in 2007; in addition, the contract provides for an annual “target” bonus of 60% of base salary. Under the terms of his employment contract, the maximum amount of severance Mr. Feiger could receive if he were terminated “without cause” is the sum of (i) Mr. Feiger’s annual base salary plus (ii) his target bonus. Mr. Feiger’s contract automatically renews on an annual basis unless the Company provides notice ninety (90) days in advance of the renewal date of its intent not to renew.Related party transactions occurring in 2006 were not subject to the Related Party Transaction Policy, because it was not adopted by the Board until January 2007. The only transactions occurring in 20062007 for which disclosure was required under Item 404(a) were ordinary course loans described under the heading “Ordinary Course Loans,” all of which were made in accordance with the Company’s Regulation O policies and procedures. Executive Compensation Committee, with the assistance of outside consultants, periodically reviews the amount and composition of director compensation and makes recommendations to the Board.Each$28,000$35,000 annual retainer ($28,000 prior to May 2007) and $1,500 for each regular and special meeting attended. Members of the committees receive $1,000$1,250 for each committee meeting attended.attended ($1,000 prior to May 2007). The Chairman of the Audit Committee receives an additional $10,000$15,000 annual retainer ($10,000 prior to May 2007) and the other members of the35$5,000$7,500 annual retainer.retainer ($5,000 prior to May 2007). Each of the retainer and meeting fees are paid in cash unless the director elects to defer his or her compensation as described below. Directors who are full-time compensated employees of the Company do not receive either the retainer or any other compensation for attendance at meetings of the Board of Directors or its committees.receivesreceived stock options to purchase 4,000 shares of common stock each year on the first business day following the annual meeting of the shareholders of the Company.20062007 compensation as a member of Amegy Bank’s board of directors is reported in the table below in the column “All Other Compensation.” (b) (c) (d) (e) (f) (g)
Earned
or Paid
Awards Option
Awards
($)(2)
Pension Value
and Deferred
Compensation
Earnings All Other
Compensation
($) $ 60,200 $ 0 $ 71,502 $ 0 $ 0 $ 131,702 47,200 0 71,502 0 0 118,702 43,700 0 71,502 0 0 115,202 46,700 0 15,736 0 18,126 80,561 63,200 0 71,502 0 0 134,702 53,200 0 71,502 0 0 124,702 43,700 0 71,502 0 0 115,202 46,200 0 58,073 0 0 101,273 43,200 0 71,502 0 0 117,702 Jerry C. Atkin 70,500 0 75,248 0 0 145,748 R.D. Cash 54,250 0 75,248 0 0 129,498 Patricia Frobes 56,750 0 75,248 0 0 131,998 J. David Heaney 57,750 0 35,980 0 20,626 114,356 Roger B. Porter 56,000 0 75,248 0 0 131,248 Stephen D. Quinn 69,000 0 75,248 0 0 144,248 L. E. Simmons 45,000 0 75,248 0 0 120,248 Steven C. Wheelwright 48,000 0 75,248 0 0 123,248 Shelley Thomas Williams 60,750 0 75,248 0 0 135,998 Harris H. Simmons, the Company’s Chairman, President and Chief Executive Officer is not included in this table as he is an employee of the Company and thus receives no compensation as a director. His compensation as an employee of the Company is shown in the Summary Compensation Table on page 23.24.36(2) Reflects the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 20062007 in accordance with FAS 123(R), and thus includes amounts from awards granted in and prior to 2006.2007. As of December 31, 2006,2007, each director has the following number of options outstanding: Jerry C. Atkin: 26,000;32,000; R. D. Cash: 34,289;38,289; Patricia Frobes: 16,000;20,000; J. David Heaney 14,125;Heaney: 17,028; Roger B. Porter: 34,000;36,000; Stephen D. Quinn: 20,000;24,000; L. E. Simmons: 40,000;36,000; Steven C. Wheelwright: 12,000;16,000; and Shelley Thomas Williams: 28,000.32,000.AsMarch 6, 2007, there were noFebruary 19, 2008, the record and beneficial ownership of the Company’s common stock by the principal common shareholders (5% or more) of the Company known to the Company. Common Stock Barclays Global Investors, NA Beneficial 4,871,279 4.55% Barclays Global Fund Advisors Beneficial 878,034 0.82% Beneficial 738,706 0.69% Beneficial 243,927 0.23% Beneficial 63,417 0.06% 6.34% Beneficial 5,953,028 5.56% Beneficial 5,738,500 5.36% March 6, 2007,February 19, 2008, of the Company’s common stock by each of the Company’s directors, NEOs, and all directors and executive officers as a group. The information below includes, where applicable, shares underlying options that are exercisable within sixty days of March 6, 2007. Number of
Shares
Beneficially
Owned 164,190 * (1) 43,300 * (1) 68,498 * (1) 11,000 * (1) 57,004 * (1) 49,500 * (1) 169,077 * (1) 51,596 * (1) 16,000 * (1) 40,448 * (1) 2,463,731 (2) 2.21 % 1,952,106 (2) 1.75 % 23,825 * (1) 6,000 * (1) 4,343,548 3.90 %
February 19, 2008. Number of Shares Beneficially Owned % of Class A. Scott Anderson 66,690 * (1) Doyle L. Arnold 175,848 * (1) Jerry C. Atkin 47,300 * (1) R. D. Cash 77,578 * (1) Patricia Frobes 18,000 * (1) J. David Heaney 60,229 * (1) Scott J. McLean 51,539 * (1) Paul B. Murphy, Jr. 131,342 * (1) Roger B. Porter 55,269 * (1) Stephen D. Quinn 20,551 * (1) Harris H. Simmons 2,634,313 (2) 2.43 % L. E. Simmons 2,115,725 (2) 1.95 % Shelley Thomas Williams 27,000 * (1) Steven C. Wheelwright 10,744 * (1) All directors and officers as a group (29 persons) 4,699,747 4.33 % Percentage of ownership is less than 1%. (2) Totals include 1,814,488 shares attributed to each individual through serving as a director in a company holding such shares. Classified boards can serve as an important protection of shareholder interests against abusive or inadequate takeover tactics. Board classification may give a company additional time to evaluate takeover proposals and greater negotiating leverage to maximize shareholder value, particularly in the face of inadequately priced or coercive bids. In addition, a declassified board could eliminate or substantially reduce the benefit of a shareholder rights protection plan, or “poison pill”, because a hostile bidder might be able to elect a majority of directors favorable to its bid and thereafter redeem or terminate the plan, thereby facilitating the bidder’s ability to proceed with an inadequate or coercive takeover attempt. Classified boards can promote the orderly succession of directors with experience and knowledge about the company. This can be beneficial in the ordinary course, as well as in the context of shareholder dissatisfaction with board performance or a contested board election for control of a company, because an entirely new board would not have full information about a company’s history or plans. Multiyear directorships can support longer-term strategic thinking by directors and may facilitate the creation of long-term shareholder value. · A classified board structure can diminish board accountability because shareholders are able to vote against only those directors whose terms expire in a given year. Thus, if in a given year shareholders desire to vote against a director whose term does not expire until a future year, they will be unable to express their dissatisfaction and remove the director promptly through the board election process. · Classified boards may facilitate management and board entrenchment even if a majority of shareholders are dissatisfied with management or board performance. This would be a particularly important consideration if a company management and board failed to respond to shareholder concerns arising from sustained poor performance, excessive compensation practices or similar issues. · Classified boards may prevent or hinder bidders from acquiring a company even at a price that is acceptable to a majority of shareholders. 2)20062007 are described under “Fees of Independent Registered Public Accounting Firm” below. Additional information regarding the Audit Committee is provided in the Report of the Audit Committee above.372007.2008. The affirmative vote of a majority of votes validly cast is required for adoption of the ratification of the appointment of the independent registered public accounting firm.20062007 and 2005.firm.Suchfirm. Such fees include comfort letters and consents related to registration statements. The aggregate audit fees billed to the Company by Ernst & Young LLP20062007 and 20052006 totaled approximately $2.59 million and $2.60 million, and $2.56 million, respectively.20062007 and 20052006 totaled approximately $1.08 million and $0.72 million, and $0.69 million, respectively.20062007 and 20052006 totaled approximately $0.01$0.03 million and $0.01 million, respectively.and 2005, respectively.20062007 or 20052006 that were not approved in advance by the Audit Committee under these policies or procedures.3820062007 through December 31, 2006,2007, its officers and directors were in compliance with all applicable filing requirements, except that Mr. MartinHaun filed a late Form 3, Ms. Frobes and Mr. Heaney each filed one late report on option shares granted, Messrs. Alexander, Blackford and Maiopurchased, Mr. Harris Simmons filed one late report on option shares exercised and sold,gifted, and Mr. ArnoldBuchanan filed one late report on shares used for taxes on the vesting of his restricted stock (each due to a Company oversight). Mr. BlackfordFeiger filed one late report on shares sold, andpurchased in his deferred compensation account (due to an oversight by the plan’s third-party administrator). Mr. CashL.E. Simmons filed one late report and Mr. Hinckley filed two late reports on shares gifted.20082009 ANNUAL MEETINGDecember 4, 2007November 24, 2008 in order to have such proposals evaluated for inclusion in the proxy materials relating to the Company’s 20082009 Annual Meeting of shareholders. Any proposal submitted for the proxy materials will be subject to the rules of the SEC concerning shareholder proposals. The notice of a proposal must contain the following items:Company,Company;presented,proposalproposal; andCompany,Company;nominated,nominee,elected,elected;nominee,made,made; and39presiding directorPresiding Director or with the directors as a group, or persons interested in communicating complaints concerning accounting, internal controls or auditing matters to the Audit Committee, may do so by writing care of the Corporate Secretary, Zions Bancorporation, One South Main, 15thth Floor, Salt Lake City, Utah 84111. The Board of Directors has approved a formalized process for handling letters received by the Company and addressed to members of the Board. Under that process, the Corporate Secretary of the Company reviews all such correspondence and forwards to the Board a summary of all such correspondence and copies of all correspondence that, in the opinion of the Corporate Secretary, deals with the functions of the Board or committees thereof, or that he or she otherwise determines requires their attention. Directors may at any time review a log of all correspondence received by the Company that is addressed to members of the Board and request copies of any such correspondence. Concerns relating to accounting, internal controls or auditing matters are brought to the attention of the Company’s internal audit department and handled in accordance with procedures established by the Audit Committee with respect to such matters. These procedures include an internal “hot line,” available to employees, to the Company’s outside counsel that is available to employees for purposes of reporting alleged or suspected wrongdoing.BancorporationFirst National Bank, Corporate Trust Department, P.O. Box 30880, Salt Lake City, Utah 84130 or by calling (801) 524-4624.2006.40APPENDIX AAudit Committee CharterPurpose of the Audit CommitteeThe Audit Committee is appointed by the Board of Directors (the “Board”) of Zions Bancorporation (the “Company”) to assist it in fulfilling its oversight of (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independent auditors’ qualifications and independence, and (iv) the performance of the independent auditors and the Company’s internal audit function. The Audit Committee is also responsible for preparing the report required to be prepared by the Audit Committee pursuant to the rules of the Securities & Exchange Commission (the “SEC”) for inclusion in the Company’s annual proxy statement.The function of the Audit Committee is oversight. The management of the Company is responsible for the preparation, presentation and integrity of the Company’s financial statements. Management is also responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations. The internal audit department (all references in this charter to the internal audit department, internal audit function or the internal auditors shall include, as applicable, any co-source or outsource internal audit firm) is responsible for independently assessing such financial statements, principles and policies and internal controls and procedures as well as monitoring management’s follow-up to any internal audit department reports. The independent auditors are responsible for planning and carrying out a proper audit of the Company’s annual financial statements, reviews of the Company’s quarterly financial statements prior to the filing of each Quarterly Report on Form 10-Q, annually auditing management’s assessment of the effectiveness of internal control over financial reporting (commencing in the fiscal year ending December 31, 2004) and other procedures. In fulfilling their responsibilities hereunder, it is recognized that members of the Audit Committee are not full-time employees of the Company and are not, and do not represent themselves to be, performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards.The independent auditors and internal auditors are accountable to the Audit Committee and to the Board, as representatives of the shareholders. The Audit Committee is responsible for the appointment, compensation, retention and oversight of the work of the independent auditors (including resolving disagreements between management and the independent auditors regarding financial reporting). The Audit Committee has the authority and responsibility to appoint, retain and terminate the Company’s independent auditors. The independent auditors and the Director of Internal Audit shall report directly to the Audit Committee.The independent auditors shall submit to the Audit Committee annually a formal written statement (the “Auditors’ Statement”) describing: (i) the auditors’ internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review or peer review of the auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the auditors, and any steps taken to deal with any such issues; and (iii) in order to assess the auditors’ independence, all relationships between the independent auditors and the Company, including each non-audit service provided to the Company and the matters set forth in the Independence Standards Board No. 1.The independent auditors shall submit to the Audit Committee annually a formal written statement of the fees billed for each of the last two fiscal years for the following categories of services rendered by the independent auditors: (i) the audit of the Company’s annual financial statements and the reviews of the financial statements included in the Company’s Quarterly Reports on Form 10-Q for each such fiscal year or services that are normally provided in connection with statutory or regulatory filings or engagements; (ii) assurance andA-1related services not included in clause (i) that are reasonably related to the performance of the audit or reviews of the Company’s financial statements for each such fiscal year, stating the aggregate audit-related fees and also describing each subcategory of services comprising the fees disclosed under this category; (iii) tax compliance, tax advice and tax planning services for each such fiscal year, stating the aggregate tax fees and also describing each subcategory of services comprising the fees disclosed under this category; and (iv) all other products or services provided by the independent auditors for each such fiscal year, stating the aggregate other fees and also describing each subcategory of products or services comprising the fees disclosed under this category.Resources and Authority of the Audit CommitteeThe Audit Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate and approve the fees and other retention terms of outside counsel, accountants or other experts and advisors as it deems necessary or appropriate to aid in the performance of its duties, without seeking approval of the Board or management.The Company shall provide for appropriate funding, as determined by the Audit Committee, in its capacity as a committee of the Board, for payment of:1.Compensation to the independent auditors and any other public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company;2.Compensation of any advisors employed by the Audit Committee; and3.Ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.Audit Committee CompositionThe Audit Committee shall be composed of at least three members, each of whom is (i) “independent” under the rules of the Nasdaq Stock Market, Inc. (“Nasdaq”), (ii) does not accept, directly or indirectly, any consulting, advisory or other compensatory fee from the Company other than in his or her capacity as a member of the Board or any committee of the Board and (iii) is not an “affiliate” (as defined in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the Company or any of its subsidiaries and does not own or control 10% or more of the Company’s voting securities, or such lower measurement as may be established by the SEC. All members of the Audit Committee must be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement, and the Audit Committee shall have at least one Audit Committee Financial Expert (as defined in the Sarbanes-Oxley Act and related SEC rules) and at least two members who have past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background which results in the member’s financial sophistication (in accordance with Nasdaq Rule 4350(d)(2)(A)(iv) and 12 CFR Part 363).No director may serve as a member of the Audit Committee if such director serves on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Audit Committee, and discloses this determination in the Company’s annual proxy statement. One member of the Audit Committee shall be designated by the Board as its chairperson (the “Chairman”). The Chairman and Audit Committee members shall be appointed by the Board, after receiving recommendations from the Company’s Nominating and Corporate Governance Committee, on an annual basis at its organizational meeting or at such times as the Board deems necessary, and shall serve at the pleasure of the Board and for such term or terms as the Board may determine. The Directors will strive to maintain continuity on the Audit Committee while bringing fresh perspective to the Audit Committee as deemed advisable.A-2MeetingsThe Audit Committee shall meet in person or telephonically on a periodic basis, to coincide with regular Board meetings, at regularly scheduled times and places determined by the Chairman, with further meetings to occur or actions to be taken by unanimous written consent when deemed necessary or desirable by the Audit Committee or the Chairman. The Audit Committee shall meet once every fiscal quarter, or more frequently if circumstances dictate, to discuss with management and the independent auditors the annual audited financial statements and quarterly financial statements, as applicable. After each of its meetings, the Chairman will report the activities of the Audit Committee to the full Board at its next scheduled meeting.In addition to the Audit Committee members, the following persons are invited to attend regular Audit Committee meetings:President and Chief Executive OfficerChief Financial OfficerGeneral Legal CounselChief Risk OfficerDirector of Internal AuditCorporate ControllerDirector of Corporate ComplianceRepresentatives from the Company’s independent auditorsRepresentatives from the Company’s internal audit co-source or outsource firm, if anyOthers by invitation, as deemed advisable.Members of the Audit Committee and other invited participants may participate in a meeting of the Audit Committee by means of conference call or similar communications equipment by means of which all persons participating in the meeting can hear each other.The Audit Committee shall meet regularly in executive session. The Audit Committee may invite the independent auditors, the Director of Internal Audit, representatives of any internal audit co-source or outsource firm or any representatives of management to participate in a portion or all of any such executive session to discuss any matters that the Audit Committee or any of these persons or firms believe should be discussed privately.Delegation to a SubcommitteeThe Audit Committee may, in its discretion, delegate portions of its duties and responsibilities to a subcommittee of the Audit Committee. The Audit Committee may, in its discretion, delegate to one or more of its members the authority to pre-approve any audit or non-audit services to be performed by the independent auditors, provided that any such approvals are presented to the Audit Committee at its next scheduled meeting.Duties and Powers of the Audit CommitteeTo carry out its purposes, the Audit Committee shall have the duties and powers set forth below.Audit Committee Responsibilities Regarding Independent Auditors1.Engagement of Independent Auditors.a.Obtain the opinion of management and the Director of Internal Audit as to the independent auditors’ qualifications, independence and performance.b.Discuss with management the timing and process for implementing the rotation of the lead audit partner, the concurring partner and any other active audit engagement team partner and consider whether there should be a regular rotation of the audit firm itself.A-3c.Review and evaluate the qualifications, independence and performance of the lead partner of the independent auditors. Be directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditors who shall report directly to the Audit Committee. This responsibility includes the resolution of disagreements between management and the independent auditors regarding financial reporting. Be directly responsible for the appointment, compensation, retention and oversight of the work of any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or to perform audit, review or attestation services, which firm shall also report directly to the Audit Committee.d.Pre-approve all audit and non-audit services to be provided by the independent auditors and consider whether the outside auditors’ provision of non-audit services to the Company is compatible with maintaining the independence of the outside auditors.e.Require that the independent auditors prepare and deliver annually an Auditors’ Statement (it being understood that the independent auditors are responsible for the accuracy and completeness of such statement), and discuss with the independent auditors any relationships or services or other issues disclosed in such statement that may impact the quality of audit services or the objectivity and independence of the Company’s independent auditors.f.Obtain a report from the independent auditors in connection with any audit of the Company’s financial statements required under the securities laws, prior to each filing of the audit report with the SEC, describing all critical accounting policies and practices to be used, all alternative treatments within generally accepted accounting principles for policies and practices related to material items that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors, and any material written communications between the independent auditors and management (such as any “management” letter or schedule of unadjusted differences).g.Have a clear understanding with the independent auditors as to their accountability to the Board and the Audit Committee, as representatives of the shareholders.h.Make any other inquiries of the independent auditors deemed appropriate by the Audit Committee.2.Audit Function.a.Review the scope of the annual audit plan with the Director of Internal Audit and the independent auditors.b.Review with the independent auditors changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC, Nasdaq and other regulatory bodies that could impact the Company’s financial statements.3.Other Functions.a.Advise management, the internal audit department and the independent auditors that they are expected to provide to the Audit Committee a timely analysis of significant financial reporting issues and practices.b.Review and discuss, on a timely basis, the quarterly and annual financial reports (including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) with management, the independent auditors and the Director of Internal Audit.c.Discuss with management, the independent auditors and the Director of Internal Audit (i) the guidelines and policies governing the process by which senior management of the Company and the relevant departments of the Company assess and manage the Company’s exposure to risk andA-4(ii) any significant financial risk exposures and what steps management has taken to monitor, control and report on such exposures.d.Consider any reports or communications (and management’s and/or the internal audit department’s responses thereto) submitted to the Audit Committee by the independent auditors required by or referred to in SAS 61 (as codified by AU Section 380), as it may be modified or supplemented.e.Meet with management, the independent auditors and, where appropriate, the Director of Internal Audit to:discuss any significant matters arising from any audit, including any audit problems or difficulties, whether raised by management, the internal audit department or the independent auditors, relating to the Company’s financial statements;discuss any difficulties the independent auditors encountered in the course of the audit, including any restrictions on their activities or access to requested information and any significant disagreements with management;discuss any “management” or “internal control” letter issued, or proposed to be issued, by the independent auditors to the Company;review the form of opinion the independent auditors propose to render to the Board and shareholders;discuss, as appropriate: (a) any major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies; (b) analyses prepared by management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative generally accepted accounting practices methods on the financial statements; and (c) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company; anddiscuss the responsibilities, budget and staffing of the Company’s internal audit function.f.Meet privately with the independent auditors to obtain the benefit of their evaluation and opinion on (i) financial and accounting personnel, (ii) internal audit and credit examination department staff and (iii) the quality, as well as the acceptability of, accounting principles applied by the Company in its financial reporting.g.Consider whether there are any items for the independent auditors to report directly to the full Board.h.Obtain from the independent auditors assurance that the audit was conducted in a manner consistent with Section 10A of the Exchange Act, which sets forth certain procedures to be followed in any audit of financial statements required under the Exchange Act.Audit Committee Responsibility Regarding Internal Audit Function1.Review the performance and, when and as necessary, oversee the replacement of the Director of Internal Audit.2.Review coordination of audit plans between the internal auditors and the independent auditors.3.Approve an auditing procedures manual and internal audit charter and all changes thereto.A-54.Annually review with the Director of Internal Audit the scope and scheduling of internal audits planned for the year, including any audits to be co-sourced or outsourced.5.At least annually, discuss the adequacy of the audit risk identification process and procedures with the Director of Internal Audit, management and the independent auditors.6.The Director of Internal Audit will attend all regularly scheduled Audit Committee meetings and will report, as needed, on the annual audit plan, audit plan variances, staff training, staffing requirements, significant concerns, past due corrective measures on significant concerns, modifications to policy and procedures, proposed modifications to the internal auditing procedures manual or internal audit charter and any known violations of law.7.The Director of Internal Audit will report at least annually to the Audit Committee whether the fiduciary activities of the Company are being administered in accordance with applicable laws and regulations and with sound principles.8.At least annually, the Director of Internal Audit will report on the effectiveness of the co-sourced and outsourced audits, including an evaluation of the firm(s) engaged to perform these services.Other Audit Committee Responsibilities1.Inquire of the Company’s chief executive officer and chief financial officer as to the existence of any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and as to the existence of any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.2.Discuss with the Company’s internal and outside counsel any significant legal, compliance or regulatory matters that may have a material effect on the Company’s business, financial statements or compliance policies, including material notices to or inquiries received from governmental agencies.3.Review and discuss earnings press releases, including review of the opinions expressed by Credit Examination, acting under the auspices of the Credit Review Committee, to report independently to the Audit Committee on the adequacy and consistency of the Allowance for Loan and Lease Losses.4.Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.5.Establish hiring policies for employees or former employees of the independent auditors. These policies shall provide that no former lead partner, concurring partner or any other member of the audit engagement team who provided more than ten hours of audit, review or attest services for the Company within the one year period preceding the commencement of audit procedures for the current fiscal year’s financial statements may undertake a financial reporting oversight role.6.Prepare any reports or other disclosures, including any recommendation of the Audit Committee, required by the rules of the SEC, for inclusion by the Audit Committee in the annual proxy statement of the Company.7.After Audit Committee review and approval, recommend to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K.8.Review and approve all transactions between the Company and any related party, as such term is defined by Nasdaq.A-69.The Audit Committee is granted the authority to take whatever action, whether or not covered herein, it deems necessary to fulfill the responsibilities assigned to the Audit Committee by the Board and this charter.10.Review and discuss quarterly summaries of compliance activities across the Company as presented to the Audit Committee by the Corporate Compliance Officer.Performance EvaluationThe Audit Committee shall prepare and review with the Board a periodic performance evaluation that shall compare the performance of the Audit Committee with the requirements of this charter. The Audit Committee will also review and reassess the adequacy of this charter at least annually. The performance evaluation shall also recommend to the Board any improvements to the Audit Committee’s charter deemed necessary or desirable by the Audit Committee. The performance evaluation by the Audit Committee shall be conducted in such manner as the Audit Committee deems appropriate. The report to the Board may take the form of an oral report by the Chairman of the Audit Committee or any other member of the Audit Committee designated by the Audit Committee to make this report.A-720062007 ANNUAL REPORT ON FORM 10-K, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. WRITTEN REQUESTS FOR SUCH INFORMATION SHOULD BE DIRECTED TO THE CORPORATE SECRETARY, ONE SOUTH MAIN, 15th Floor, FLOOR, SALT LAKE CITY, UTAH 84111.—– ONE SOUTH MAIN, 15th FLOOR —– SALT LAKE CITY, UTAH 84111 —84111– (801) 524-4787SOLICITED ON BEHALF OF PROXYTHE BOARD OF DIRECTORSMay 4, 2007April 24, 2008 and at all adjournments or postponements thereof upon the matters listed below.1.To elect DirectorsAll nominees listed below (except as marked to the contrary)FOR ¨WITHHOLD AUTHORITY ¨INSTRUCTION: to withhold authority for any individual, cross a line through the nominee’s name in the list below:Roger B. Porter L. E. Simmons Steven C. Wheelwright2.To ratify the appointment of the Company’s independent auditors for fiscal 2007.FOR ¨AGAINST ¨ ABSTAIN ¨3.To transact any other such business as may properly come before the meeting.AUTHORITY ¨WITHHOLD AUTHORITY ¨INDEPENDENTINDEPENDEN0T AUDITORS, ABSTAIN ON THE SHAREHOLDER PROPOSAL AND OTHERWISE IN THE DISCRETION OF ANY OF THE APPOINTEES AS PROXIES.PROXIES ON SUCH OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING.1. To elect Directors Nominees: FOR AGAINST ABSTAIN Dated, 2007.1a. Jerry C. Atkin¨ ¨ ¨ ¨ ¨ ¨ ¨ ¨ ¨ Nominees: FOR AGAINST ABSTAIN 2. To approve shareholder resolution requesting board take action to declassify directors’ terms of office. ¨ ¨ ¨ 3. To ratify the appointment of the Company’s independent auditors for fiscal 2008. ¨ ¨ ¨ WITHHOLD AUTHORITY 4. To transact any other such business as may properly come before the meeting. ¨ ¨ on reverse side.hereon. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date