Senior Management Value Sharing Plan
Award Period: 1998 - 2001
To provide an ongoing multi-year incentive for the senior managers of Zions Bancorporation and its subsidiaries
A. Focuses managers' attention on the creation of long-term shareholder
B. Creates an incentive that promotes teamwork across departments and subsidiaries, and which encourages
managers to balance profit center accountability with Company-wide goals; and,
C. Complements the short-range annual bonuses which reflect the achievement of annual objectives and the
Company's short-term profitability.
Participants in the Plan shall consist of designated members of the senior management group (and certain other
key managers) of the Company and its major subsidiaries. Participants for each Award Period shall be
specifically identified by the Company's Board of Directors (the "Board") or its Executive Compensation
Committee (the "Committee").
Allocation of Awards:
It is anticipated that during the first quarter of each year in which the Plan operates, the Board of Directors shall
approve the establishment of a pool of Award Funds to be generated during the Award Period, according to the
general formula outlined below. Participants shall be designated by the Board or the Committee. Claims against
the pool of Award Funds for each Award Period shall be represented by Participation Units ("PU's), and each
participant shall be allocated a specific number of PU's by the Committee. The PU's shall represent a pro-rata
claim, in proportion to the total PU's designated for that Award Period, on any Award Funds generated by the
Plan during the Award Period.
Each Award Period shall consist of a continuous four-calendar-year period. The Plan is intended to constitute a
"moving four-year-average" incentive plan, with the anticipation that a new Award Period would be designated
each year, with multiple Award Periods overlapping one another. Nevertheless,