10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-K
ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
COMMISSION FILE NUMBER 001-12307
ZIONS BANCORPORATION
(Exact name of Registrant as specified in its charter)
UTAH	87-0227400
(State or other jurisdiction of incorporation or organization)	(Internal Revenue Service Employer Identification Number)
One South Main, 15th Floor Salt Lake City, Utah	84133
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code: (801) 844-7637
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, without par value		The NASDAQ Stock Market LLC
Warrants to Purchase Common Stock (expiring May 22, 2020)		The NASDAQ Stock Market LLC
Warrants to Purchase Common Stock (expiring November 14, 2018)		The NASDAQ Stock Market LLC
Depositary Shares each representing a 1/40th ownership interest in a share of Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock		New York Stock Exchange
Depositary Shares each representing a 1/40th ownership interest in a share of Series G Fixed/Floating-Rate Non-Cumulative Perpetual Preferred Stock		New York Stock Exchange
Depositary Shares each representing a 1/40th ownership interest in a share of Series H 5.75% Non-Cumulative Perpetual Preferred Stock		New York Stock Exchange
6.95% Fixed-to-Floating Rate Subordinated Notes due September 15, 2028		New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ý            Accelerated filer ¨ Non-accelerated filer ¨Smaller reporting company ¨ Emerging growth company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý
Aggregate Market Value of Common Stock Held by Non-affiliates at June 30, 2017			$8,745,683,795
Number of Common Shares Outstanding at February 9, 2018			196,514,295 shares
Documents Incorporated by Reference: Portions of the Company’s Proxy Statement – Incorporated into Part III

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FORM 10-K TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	5
Item 1A.	Risk Factors	16
Item 1B.	Unresolved Staff Comments	24
Item 2.	Properties	24
Item 3.	Legal Proceedings	24
Item 4.	Mine Safety Disclosures	24
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
Item 6.	Selected Financial Data	28
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	84
Item 8.	Financial Statements and Supplementary Data	84
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	159
Item 9A.	Controls and Procedures	159
Item 9B.	Other Information	159
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	159
Item 11.	Executive Compensation	159
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	159
Item 13.	Certain Relationships and Related Transactions, and Director Independence	160
Item 14.	Principal Accounting Fees and Services	160
PART IV
Item 15.	Exhibits, Financial Statement Schedules	160
Signatures		165

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PART I

FORWARD-LOOKING INFORMATION

This annual report includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Statements in this Annual Report on Form 10-K that are based on other than historical data are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide current expectations or forecasts of future events and include, among others:

• statements with respect to the beliefs, plans, objectives, goals, targets, commitments, designs, guidelines, expectations, anticipations, and future financial condition, results of operations and performance of Zions Bancorporation (“the Parent”) and its subsidiaries (collectively “the Company,” “Zions,” “we,” “our,” “us”); and

• statements preceded by, followed by, or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “target,” “commit,” “design,” “plan,” “projects,” and the negative thereof and similar words and expressions.

These forward-looking statements are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about future financial and operating results, the potential timing or consummation of the proposed transaction described in the presentation and receipt of regulatory approvals or determinations, or the anticipated benefits thereof, including without limitation, future financial and operating results. Actual results may differ materially from those presented, either expressed or implied, including, but not limited to, those presented in Management’s Discussion and Analysis (“MDA”). Important risk factors that may cause such material differences include, but are not limited to:

• the Company’s ability to successfully execute its business plans, manage its risks, and achieve its objectives, including its restructuring and efficiency initiatives and its capital plan;

• changes in local, national and international political and economic conditions, including without limitation the political and economic effects of the economic and fiscal imbalance in the United Sates and other countries, potential or actual downgrades in ratings of sovereign debt issued by the United States and other countries, and other major developments, including wars, military actions, and terrorist attacks;

• changes in financial and commodity market prices and conditions, either internationally, nationally or locally in areas in which the Company conducts its operations, including without limitation rates of business formation and growth, commercial and residential real estate development, real estate prices, and oil and gas-related commodity prices;

• changes in markets for equity, fixed income, commercial paper and other securities, commodities, including availability, market liquidity levels, and pricing;

• any impairment of our goodwill or other intangibles, or any adjustment of valuation allowances on our deferred tax assets due to adverse changes in the economic environment, declining operations of the reporting unit, or a change to the corporate statutory tax rate or other similar changes if and as implemented by local and national governments, or other factors;

• changes in interest rates, the quality and composition of the loan and securities portfolios, demand for loan products, deposit flows and competition;

• the impact of acquisitions, dispositions, and corporate restructurings;

• increases in the levels of losses, customer bankruptcies, bank failures, claims, and assessments;

• changes in fiscal, monetary, regulatory, trade and tax policies and laws, and regulatory assessments and fees, including policies of the U.S. Department of Treasury, the OCC, the Board of Governors of the Federal Reserve System, the FDIC, the SEC, and the CFPB;

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• the impact of executive compensation rules under the Dodd-Frank Act and banking regulations, which may impact the ability of the Company and other American financial institutions to retain and recruit executives and other personnel necessary for their businesses and competitiveness;

• the impact of the Dodd-Frank Act and Basel III, and rules and regulations thereunder, on our required regulatory capital and liquidity levels, governmental assessments on us (including, but not limited to, the Federal Reserve reviews of our annual capital plan), the scope of business activities in which we may engage, the manner in which we engage in such activities, the fees we may charge for certain products and services, and other matters affected by the Dodd-Frank Act and these international standards;

• continuing consolidation in the financial services industry;

• new legal claims against the Company, including litigation, arbitration and proceedings brought by governmental or self-regulatory agencies, or changes in existing legal matters;

• success in gaining regulatory approvals, when required;

• changes in consumer spending and savings habits;

• increased competitive challenges and expanding product and pricing pressures among financial institutions;

• inflation and deflation;

• technological changes and the Company’s implementation of new technologies;

• the Company’s ability to develop and maintain secure and reliable information technology systems;

• legislation or regulatory changes which adversely affect the Company’s operations or business;

• the Company’s ability to comply with applicable laws and regulations;

• changes in accounting policies or procedures as may be required by the FASB or regulatory agencies; and

• costs of deposit insurance and changes with respect to FDIC insurance coverage levels.

Except to the extent required by law, the Company specifically disclaims any obligation to update any factors or to publicly announce the result of revisions to any of the forward-looking statements included herein to reflect future events or developments.

AVAILABILITY OF INFORMATION

We also make available free of charge on our website, www.zionsbancorporation.com, annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as well as proxy statements, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the U.S. Securities and Exchange Commission.

GLOSSARY OF ACRONYMS AND ABBREVIATIONS

ACL	Allowance for Credit Losses	CCAR	Comprehensive Capital Analysis and Review
AFS	Available-for-Sale	CET1	Common Equity Tier 1 (Basel III)
ALCO	Asset/Liability Committee	CFPB	Consumer Financial Protection Bureau
ALLL	Allowance for Loan and Lease Losses	CLTV	Combined Loan-to-Value Ratio
Amegy	Amegy Bank, a division of ZB, N.A.	CMC	Capital Management Committee
AOCI	Accumulated Other Comprehensive Income	Company	Zions Bancorporation and its subsidiaries
ASC	Accounting Standards Codification	COSO	Committee of Sponsoring Organizations of the Treadway Commission
ASU	Accounting Standards Update	CRA	Community Reinvestment Act
ATM	Automated Teller Machine	CRE	Commercial Real Estate
BHC Act	Bank Holding Company Act	CSA	Credit Support Annex
BOLI	Bank-Owned Life Insurance	CSV	Cash Surrender Value
bps	basis points	DFAST	Dodd-Frank Act Stress Test
CB&T	California Bank & Trust, a division of ZB, N.A.	Dodd-Frank Act	Dodd-Frank Wall Street Reform and Consumer Protection Act

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DTA	Deferred Tax Asset	NIM	Net Interest Margin
EaR	Earnings at Risk	NRE	National Real Estate
EITF	Emerging Issues Task Force	NSB	Nevada State Bank, a division of ZB, N.A.
ERM	Enterprise Risk Management	NSFR	Net Stable Funding Ratio
ERMC	Enterprise Risk Management Committee	OCC	Office of the Comptroller of the Currency
EVE	Economic Value of Equity at Risk	OCI	Other Comprehensive Income
Exchange Act	Securities Exchange Act of 1934	OREO	Other Real Estate Owned
FAMC	Federal Agricultural Mortgage Corporation, or “Farmer Mac”	OTTI	Other-Than-Temporary Impairment
FASB	Financial Accounting Standards Board	PAGA	Private Attorney General Act
FDIC	Federal Deposit Insurance Corporation	Parent	Zions Bancorporation
FDICIA	Federal Deposit Insurance Corporation Improvement Act	PCAOB	Public Company Accounting Oversight Board
FHLB	Federal Home Loan Bank	PCI	Purchased Credit-Impaired
FHLMC	Federal Home Loan Mortgage Corporation, or “Freddie Mac”	PEI	Private Equity Investment
FINRA	Financial Industry Regulatory Authority	PPNR	Pre-provision Net Revenue
FRB	Federal Reserve Board	ROC	Risk Oversight Committee
FSOC	Financial Stability Oversight Council	RSU	Restricted Stock Unit
FTP	Funds Transfer Pricing	RULC	Reserve for Unfunded Lending Commitments
GAAP	Generally Accepted Accounting Principles	S&P	Standard and Poor's
GLB Act	Gramm-Leach-Bliley Act	SAB	Staff Accounting Bulletin
HCR	Horizontal Capital Review	SBA	Small Business Administration
HECL	Home Equity Credit Line	SBIC	Small Business Investment Company
HQLA	High-Quality Liquid Assets	SEC	Securities and Exchange Commission
HTM	Held-to-Maturity	SIFI	Systemically Important Financial Institution
IMG	International Manufacturing Group	SNC	Shared National Credit
KBW	Keefe, Bruyette & Woods, Inc.	TCBO	The Commerce Bank of Oregon, a division of ZB, N.A.
LCR	Liquidity Coverage Ratio	TCBW	The Commerce Bank of Washington, a division of ZB, N.A.
LGD	Loss Given Default	TDR	Troubled Debt Restructuring
LIBOR	London Interbank Offered Rate	The Act	Tax Cuts and Jobs Act of 2017
LNC	Large and Noncomplex	U.S.	United States
LSA	Loss Sharing Agreement	USA Patriot Act	Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001
MD&A	Management’s Discussion and Analysis	Vectra	Vectra Bank Colorado, a division of ZB, N.A.
Municipalities	State and Local Governments	VIE	Variable Interest Entity
NASDAQ	National Association of Securities Dealers Automated Quotations	ZB, N.A.	ZB, National Association
NAV	Net Asset Value	Zions Bank	Zions Bank, a division of ZB, N.A.
NBAZ	National Bank of Arizona, a division of ZB, N.A.

ITEM 1. BUSINESS

DESCRIPTION OF BUSINESS

Zions Bancorporation (“the Parent”) is a financial holding company organized under the laws of the State of Utah in 1955, and registered under the Bank Holding Company Act (“BHC Act”), as amended. The Parent owns and operates a commercial bank with a total of 433 branches at year-end 2017. The Parent and its subsidiaries (collectively “the Company”) provide a full range of banking and related services, primarily in Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington, and Wyoming. The Company conducts its banking operations through seven separately managed and branded segments, which we sometimes refer to as

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“affiliates” or by reference to their respective brands. Full-time equivalent employees totaled 10,083 at December 31, 2017. For further information about the Company’s industry segments, see “Business Segment Results” on page 46 in MD&A and Note 20 of the Notes to Consolidated Financial Statements. For information about the Company’s foreign operations, see “Foreign Exposure and Operations” on page 53 in MD&A. The “Executive Summary” on page 33 in MD&A provides further information about the Company.

PRODUCTS AND SERVICES

The Company focuses on providing community banking services by continuously strengthening its core business lines of (1) small and medium-sized business and corporate banking; (2) commercial and residential development, construction and term lending; (3) retail banking; (4) treasury cash management and related products and services; (5) residential mortgage servicing and lending; (6) trust and wealth management; (7) limited capital markets activities, including municipal finance advisory and underwriting; and (8) investment activities. It operates primarily through seven geographic regions, each with its own local branding, chief executive officer and management team.

In addition to providing a wide variety of commercial products and services, the Company provides a range of personal banking services to individuals, including home mortgages, bankcard, other installment loans, home equity lines of credit, checking accounts, savings accounts, certificates of deposit of various types and maturities, trust services, safe deposit facilities, and Internet and mobile banking. The Company provides services to key market segments through its Private Client Services and Executive Banking Groups. It offers self-directed brokerage services through Zions Direct and also offers comprehensive and personalized wealth management and investment services. 

The Company has built specialized lines of business in capital markets and public finance, and is a leader in small business administration (“SBA”) lending. The Company is one of the nation’s largest providers of SBA 7(a) and SBA 504 financing to small businesses. It owns an equity interest in FAMC and is its top originator of secondary market agricultural real estate mortgage loans. The Company provides finance advisory and corporate trust services for municipalities. The Company also provides bond transfer, stock transfer, and escrow services nationally in its corporate trust business.

COMPETITION

The Company operates in a highly competitive environment. The Company’s most direct competition for loans and deposits comes from other commercial banks, credit unions, and thrifts, including institutions that do not have a physical presence in our market footprint but solicit via the Internet and other means. In addition, the Company competes with finance companies, mutual funds, insurance companies, brokerage firms, securities dealers, investment banking companies, financial technology and other non-traditional lending and banking companies, and a variety of other types of companies. These companies may have fewer regulatory constraints and some have lower cost structures or tax burdens.

The primary factors in competing for business include the quality of service delivered, our local community knowledge, convenience of office locations, online banking functionality and other delivery methods, range of products offered, and pricing. The Company must compete effectively along all of these dimensions to remain successful.

SUPERVISION AND REGULATION

This section describes the material elements of selected laws and regulations applicable to the Company. The descriptions are not intended to be complete and are qualified in their entirety by reference to the full text of the statutes and regulations described. Changes in applicable laws or regulations, and in their application by regulatory agencies, cannot be predicted, but they may have a material effect on the business and results of the Company.

On November 20, 2017, we announced a proposal to streamline our corporate structure by merging the Parent into its bank subsidiary, ZB, N.A. and, in connection with the proposed restructuring, our intention to file an application

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with the Financial Stability Oversight Council (“FSOC”) seeking a determination that the resulting banking organization is not "systemically important" as defined by provisions of the Dodd-Frank Act. The merger is contingent upon approval by the Office of the Comptroller of the Currency (“OCC”), Federal Deposit Insurance Corporation (“FDIC”), and the Company’s shareholders. Assuming the restructuring is completed and the application to FSOC is approved, the resulting banking organization would no longer be subject to duplicative examinations and other overlapping regulatory requirements, or the enhanced prudential standards established by the Board of Governors of the Federal Reserve System under Section 165 of the Dodd-Frank Act. The Company’s primarily regulator would be the OCC. The Company would continue to be subject to examinations by the CFPB with respect to consumer financial regulations.

There can be no assurance that the restructuring will be completed or that the FSOC application will be approved. Accordingly, the discussion below is based on the regulatory regime currently applicable to us and our current holding company structure. For a description of the material elements of the current regulatory regime applicable to us that would be eliminated if our proposals are successful, see “Regulatory Relief if Proposed Restructuring is Completed and FSOC Application is Approved” below.

The banking and financial services business in which we engage is highly regulated. Such regulation is intended, among other things, to improve the stability of banking and financial companies and to protect the interests of customers, including both loan customers and depositors, and taxpayers. These regulations are not, however, generally intended to protect the interests of our shareholders or creditors, and in fact may have the consequence of reducing returns to our shareholders. This regulatory framework has been materially revised and expanded since the 2008-2009 financial crisis and recession. In particular, the Dodd-Frank Act and regulations promulgated pursuant to it have given financial regulators expanded powers over nearly every aspect of the Company’s business. These include, among other things, new, higher regulatory capital requirements; regulation of dividends and other forms of capital distributions to shareholders through annual stress testing and capital planning processes; heightened liquidity and liquidity stress testing requirements, which include specific definitions of the types of investment securities that qualify as “high-quality liquid assets” and which effectively limit the portion of the Company’s balance sheet that can be used to meet the credit needs of its customers; specific limitations on mortgage lending products and practices; specific limits on certain consumer payment fees; and subjecting compensation practices to specific regulatory oversight and restrictions. Individually and collectively, these additional regulations have imposed and will continue to impose higher costs on the Company, and have reduced and may continue to reduce returns earned by shareholders. Some aspects of the Dodd-Frank Act continue to be subject to rulemaking, the majority of the rules that have been adopted may be subject to interpretation or clarification, and accordingly, the impact of such regulatory changes cannot be presently determined. Recent political developments, including the change in the executive administration of the United States, have increased uncertainty to the implementation, scope, and timing of regulatory reforms, including those related to the implementation of the Dodd-Frank Act. The Company is committed to both satisfying heightened regulatory expectations and providing attractive shareholder returns. However, given the still-changing regulatory environment and such uncertainty, the results of these efforts cannot yet be known.

In the first quarter of 2017, the President of the United States issued an executive order identifying “core principles” for the administration’s financial services regulatory policy and directing the Secretary of the Treasury, in consultation with the heads of other financial regulatory agencies, to evaluate how the current regulatory framework promotes or inhibits the principles and what actions have been, and are being, taken to promote the principles. In response to the executive order, on June 12, 2017, October 6, 2017 and October 26, 2017, respectively, the U.S. Department of the Treasury issued the first three of four reports recommending a number of comprehensive changes in the current regulatory system for U.S. depository institutions, the U.S. capital markets and the U.S. asset management and insurance industries. These recommendations, if implemented, could reduce some of the burdens and costs of the current regulatory framework.

General

The Parent is a bank holding company and a financial holding company as provided by the BHC Act, as modified by the GLB Act and the Dodd-Frank Act. These and other federal statutes provide the regulatory framework for

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bank holding companies and financial holding companies, which have as their umbrella regulator the FRB. The supervision of ZB, N.A. and other regulated subsidiaries is conducted by each subsidiary’s primary functional regulator and the laws and regulations administered by those regulators. The GLB Act allows our subsidiary bank to engage in certain financial activities through financial subsidiaries. To qualify for and maintain status as a financial holding company, or to do business through a financial subsidiary, the Parent and its subsidiary bank must satisfy certain ongoing criteria. The Company currently engages in only limited activities for which financial holding company status is required.

ZB, N.A. is subject to the provisions of the National Bank Act and other statutes governing national banks, as well as the rules and regulations of the OCC, the Consumer Financial Protection Bureau (“CFPB”), and the FDIC. It is also subject to examination and supervision by the OCC and examination by the CFPB in respect of federal consumer financial regulations. In addition, Zions Bancorporation is subject to examination by the Federal Reserve Bank of San Francisco. Some of our nonbank subsidiaries are also subject to regulation by the Federal Reserve Board (“FRB”) and other federal and state agencies. These regulatory agencies may exert considerable influence over our activities through their supervisory and examination roles. Our brokerage and investment advisory subsidiaries are regulated by the SEC, Financial Industry Regulatory Authority (“FINRA”) and/or state securities regulators.

The Dodd-Frank Act

The most recent financial crisis led to numerous new laws in the United States and internationally for financial institutions. The Dodd-Frank Act, which was enacted in July 2010, is one of the most far reaching legislative actions affecting the financial services industry in decades and significantly restructured the financial regulatory regime in the United States. Implementation of the Dodd-Frank Act and related rulemaking activities continued in 2017.

The Dodd-Frank Act and regulations adopted under the Dodd-Frank Act broadly affect the financial services industry by creating new resolution authorities, requiring ongoing stress testing of our capital and liquidity, mandating higher capital and liquidity requirements, requiring divestiture of certain equity investments, increasing regulation of executive and incentive-based compensation, requiring banks to pay increased fees to regulatory agencies, and requiring numerous other provisions aimed at strengthening the sound operation of the financial services sector. Among other things affecting capital standards, the Dodd-Frank Act provides that:

• the requirements applicable to large bank holding companies (those with consolidated assets of greater than $50 billion) be more stringent than those applicable to other financial companies;

• standards applicable to bank holding companies be no less stringent than those applied to insured depository institutions; and

• bank regulatory agencies implement countercyclical elements in their capital requirements.

Regulations promulgated under the Dodd-Frank Act require us to maintain greater levels of capital and liquid assets than was generally the case before the crisis and limit the forms of capital that we will be able to rely upon for regulatory purposes. In addition, in its supervisory role with respect to our stress testing and capital planning, our ability to deliver returns to our shareholders through dividends and stock repurchases is subject to prior non-objection by the FRB. The stress testing and capital plan processes also could substantially reduce our flexibility to respond to market developments and opportunities in such areas as capital raising and acquisitions.

The Dodd-Frank Act’s provisions and related regulations also affect the fees we must pay to regulatory agencies and the pricing of certain products and services, including the following:

• The assessment base for federal deposit insurance was changed to consolidated assets less tangible capital instead of the amount of insured deposits.

• The federal prohibition on the payment of interest on business transaction accounts was repealed.

• The FRB was authorized to issue and did issue regulations governing debit card interchange fees.

The Dodd-Frank Act also created the CFPB, which is responsible for promulgating regulations designed to protect consumers’ financial interests and examining large financial institutions for compliance with, and enforcing, those

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regulations. The Dodd-Frank Act adds prohibitions on unfair, deceptive or abusive acts and practices to the scope of consumer protection regulations overseen and enforced by the CFPB. The Dodd-Frank Act subjected national banks to the possibility of further regulation by restricting the preemption of state laws by federal laws. Restricting the scope of federal preemption could burden national banks with the requirement that they also comply with certain state laws covering matters already covered by federal law. In addition, the Dodd-Frank Act gives greater power to state attorneys general to pursue legal actions against banking organizations for violations of federal law.

The Dodd-Frank Act contains numerous provisions that limit or place significant burdens and costs on activities traditionally conducted by banking organizations, such as originating and securitizing mortgage loans and other financial assets, arranging and participating in swap and derivative transactions, proprietary trading and investing in private equity and other funds. For the affected activities, these provisions may result in increased compliance and other costs, increased legal risk, and decreased scope of product offerings and earning assets.

The Company is subject to the provisions of the Volcker Rule, issued pursuant to the Dodd-Frank Act. The Company has divested all but $3 million of private equity investments (“PEIs”) not permitted under the Volcker Rule. Such investments also provide for $4 million of potential capital calls, which the Company would fund, as allowed by the Volcker Rule, if and as the capital calls are made until the investments are sold. Nevertheless, because the remaining investments are comprised of funds that are in the later stages of their lifecycle, significant future funding requests are not anticipated. The Company continues to pursue the disposition of all non-compliant PEIs. In February 2017, the Federal Reserve Bank of San Francisco approved the Company’s application for an extended transition period of up to five years in which to dispose of its remaining PEIs in light of their illiquid nature.

The Company and other companies subject to the Dodd-Frank Act are subject to a number of requirements regarding the time, manner and form of compensation given to its key executives and other personnel receiving incentive compensation, which are being imposed through the supervisory process as well as published guidance and proposed rules. These restrictions imposed by the Dodd-Frank Act include documentation and governance, deferral, risk-balancing, and clawback requirements. Any deficiencies in compensation practices that are identified may be incorporated into the organization’s supervisory ratings, which can affect its ability to make acquisitions or engage in other activities, or could result in regulatory enforcement actions.

During the second quarter of 2016, the U.S. financial regulators, including the FRB and the SEC, proposed revised rules on incentive-based payment arrangements at specified regulated entities having at least $1 billion in total assets (including Zions). The proposed revised rules would establish general qualitative requirements applicable to all covered entities, additional specific requirements for entities with total consolidated assets of at least $50 billion, such as Zions, and further, more stringent requirements for those with total consolidated assets of at least $250 billion. The general qualitative requirements include: (i) prohibiting incentive arrangements that encourage inappropriate risks by providing excessive compensation; (ii) prohibiting incentive arrangements that encourage inappropriate risks that could lead to a material financial loss; (iii) establishing requirements for performance measures to appropriately balance risk and reward; (iv) requiring board of director oversight of incentive arrangements; and (v) mandating appropriate record-keeping. For larger financial institutions, including Zions, the proposed revised regulations would also introduce very prescriptive requirements relating to the types and percentages, the timing of the realization, and the risk of forfeiture of incentive compensation awarded to “senior executive officers” and “significant risk-takers.” The regulators have not yet issued any final rules.

Some aspects of the Dodd-Frank Act continue to be subject to rulemaking, and many of the rules that have been adopted may be subject to interpretation or clarification. In 2017, the U.S. House of Representatives approved a bill that would significantly amend the post-financial crisis regulatory framework implemented under the Dodd-Frank Act, and a bipartisan group of senators also introduced legislation that would revise various post-financial crisis regulatory requirements and provide targeted relief to certain financial institutions, which may include Zions. If passed, this legislative initiative could result in the Company no longer being deemed a systemically important financial institution (“SIFI”) or subject to the enhanced prudential supervision standards applicable to SIFIs. The

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likelihood and impact of any regulatory and legislative changes are difficult to predict and cannot be presently determined.

Capital Standards - Basel Framework

In 2013, the FRB, FDIC, and OCC published final rules (the “Basel III capital rules”) establishing a new comprehensive capital framework for U.S. banking organizations. The Basel III capital rules effectively replaced the Basel I capital rules and implemented the Basel Committee’s December 2010 framework, commonly referred to as Basel III, for strengthening international capital standards as well as certain provisions of the Dodd-Frank Act. The Basel III capital rules substantially revised the risk-based capital requirements applicable to bank holding companies and depository institutions, including the Company, compared to the Basel I U.S. risk-based capital rules. The Basel III capital rules became effective for the Company on January 1, 2015 and were subject to phase-in periods for certain of their components. In November 2017, the FRB, FDIC and OCC published a final rule for non-advanced approaches banks that extends the regulatory capital treatment applicable during 2017 under the regulatory capital rules for certain items.

The Basel III capital rules define the components of capital and address other issues affecting the numerator in banking institutions’ regulatory capital ratios. The Basel III capital rules also address risk weights and other issues affecting the denominator in banking institutions’ regulatory capital ratios and replaced the risk-weighting approach derived from Basel I capital accords of the Basel Committee, with a more risk-sensitive approach based, in part, on the standardized approach in the Basel Committee’s 2004 Basel II capital accords. The Basel III capital rules also implemented the requirements of Section 939A of the Dodd-Frank Act to remove references to credit ratings from the federal banking agencies’ rules.

The Basel III capital rules, among other things, (i) introduced a new capital measure called “Common Equity Tier 1” (“CET1”), (ii) specified that Tier 1 capital consists of CET1 and “Additional Tier 1 capital” instruments meeting specified requirements, (iii) applied most deductions/adjustments to regulatory capital measures to CET1 and not to the other components of capital, thus potentially requiring higher levels of CET1 in order to meet minimum ratios, and (iv) expanded the scope of the deductions/adjustments from capital as compared to prior regulations.

Under the Basel III capital rules, the minimum capital ratios are as follows:

• 4.5% CET1 to risk-weighted assets;

• 6.0% Tier 1 capital (i.e., CET1 plus Additional Tier 1) to risk-weighted assets;

• 8.0% Total capital (i.e., Tier 1 plus Tier 2) to risk-weighted assets; and

• 4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the “leverage ratio”).

When fully phased-in the Basel III capital rules will also require the Company and its subsidiary bank to maintain a 2.5% “capital conservation buffer” designed to absorb losses during periods of economic stress, composed entirely of CET1, on top of the minimum risk-weighted asset ratios, effectively resulting in minimum ratios of (i) CET1 to risk-weighted assets of at least 7.0%, (ii) Tier 1 capital to risk-weighted assets of at least 8.5%, and (iii) Total capital to risk-weighted assets of at least 10.5%. Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the capital conservation buffer will face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall. The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level and progressively increases over time, as determined by regulation.

The Basel III capital rules also prescribed a standardized approach for calculating risk-weighted assets that expanded the risk-weighting categories from Basel I-derived categories (0%, 20%, 50% and 100%) to a much larger and more risk-sensitive number of categories, depending on the nature of the assets, generally ranging from 0% for U.S. Government and agency securities, to 600% for certain equity exposures, and resulting in higher risk weights for a variety of asset categories. In addition, the Basel III capital rules provided more advantageous risk weights for derivatives and repurchase-style transactions cleared through a qualifying central counterparty and increased the scope of eligible guarantors and eligible collateral for purposes of credit risk mitigation.

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The Basel III capital rules provided for a number of deductions from and adjustments to CET1. These include, for example, the requirement that mortgage servicing rights, deferred tax assets (“DTAs”) dependent upon future taxable income, and significant investments in common equity issued by nonconsolidated financial entities be deducted from CET1 to the extent that any one such category exceeds 10% of CET1 or all such categories in the aggregate exceed 15% of CET1. The application of this part of the rule did not result in any deductions from CET1 for us.

Under prior Basel I capital standards, the effects of accumulated other comprehensive income (“AOCI”) items included in capital were excluded for purposes of determining regulatory capital and capital ratios. As a “non-advanced approaches banking organization,” we made a one-time permanent election as of January 1, 2015 to continue to exclude these items, as allowed under the Basel III capital rules.

Basel III also required additional regulatory capital disclosures to be made that are commonly referred to as “Pillar 3” disclosures. These disclosures require the Company to make prescribed regulatory disclosures on a quarterly basis regarding its capital structure adequacy and risk-weighted assets. The Company began publishing these Pillar 3 disclosures in 2015, and such disclosures are available on the Company’s website.

The Basel Committee has issued a series of updates that propose other changes to capital regulations. In one of these, the Basel Committee finalized a revised framework for calculating minimum capital requirements for market risk, which is expected to increase market risk capital requirements for most banking organizations. The Basel Committee has set an effective date for reporting under the revised framework for market risk capital of December 31, 2019. The U.S. federal bank regulatory agencies have not yet proposed rules implementing these revisions for U.S. banking organizations. The Company met all capital adequacy requirements under the Basel III capital rules as of December 31, 2017.

Capital Planning and Stress Testing

The Company is required by the Dodd-Frank Act to participate in annual stress tests known as the Dodd-Frank Act Stress Test (“DFAST”) and the FRB’s Horizontal Capital Review, also referred to as Comprehensive Capital Analysis and Review (“HCR/CCAR”). The Company submitted its 2017 capital plan and stress test results to the FRB on April 5, 2017. In its capital plan, the Company was required to forecast, under a variety of economic scenarios for nine quarters, its estimated regulatory capital ratios, and its generally accepted accounting principles (“GAAP”) tangible common equity ratio. On June 28, 2017, we announced that the FRB notified us that it did not object to the capital actions outlined in our 2017 capital plan. The plan included (1) the increase of the quarterly common dividend to $0.24 per share by the second quarter of 2018, following the path of $0.12 per share in the third quarter of 2017, $0.16 per share in the fourth quarter of 2017, $0.20 per share in the first quarter of 2018 and $0.24 per share in the second quarter of 2018; and (2) up to $465 million in total repurchases of common equity.

On June 22, 2017, we filed a Form 8-K with the SEC presenting the results of the 2017 DFAST. The results of the stress test demonstrated that the Company has sufficient capital to withstand a severe hypothetical economic downturn. Detailed disclosure of the stress test results can also be found on our website. In addition, we submitted on October 5, 2017, our mid-cycle company-run DFAST, based upon the Company’s June 30, 2017 financial position. Zions’ mid-cycle DFAST results, based on the hypothetical severely adverse scenario, indicate the Company would maintain capital ratios at sufficient levels throughout the nine-quarter forecasting horizon. As discussed in the mid-cycle press release, published October 5, 2017, Zions’ hypothetical severely adverse scenario was designed to create a stressful idiosyncratic environment, including a 10% unemployment rate and a 35% decline in commercial property values. During the nine-quarter projection period, the minimum CET1 ratio was 9.9%.

Zions has participated in the annual HCR/CCAR/DFAST exercise since 2014. Prior to 2017, the FRB could object to Zions’ capital plan on either quantitative or qualitative grounds. On January 30, 2017, the FRB announced a final rule for the 2017 cycle, removing from the qualitative assessment of the exercise those bank holding companies that have total consolidated assets of at least $50 billion but less than $250 billion, on-balance sheet foreign exposure of less than $10 billion, and nonbank assets of less than $75 billion (referred to as large and non-complex (“LNC”)

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firms). However, the FRB may still object to a capital plan based on the results of its quantitative assessment. As an LNC firm, Zions will still be subject to regular supervisory assessments to examine the Company’s capital planning processes. Our annual capital plan is due by April each year, and the FRB will publish results of its supervisory HCR/CCAR review of our capital plan by June 30 of each year.

On February 17, 2014, the FRB published final rules to implement Section 165, Enhanced Supervision and Prudential Standards for Nonbank Financial Companies Supervised by the Board of Governors and Certain Bank Holding Companies, of the Dodd-Frank Act. The Company believes that it is in compliance with these rules.

Liquidity

Historically, regulation and monitoring of bank and bank holding company liquidity has been addressed as a supervisory matter, both in the United States and internationally, without required formulaic measures. However, in January 2016, Zions became subject to final rules adopted by the FRB and other banking regulators (“Final Liquidity Coverage Ratio (“LCR”) requirement Rule”) implementing a U.S. version of the Basel Committee’s LCR requirement. The LCR is intended to ensure that banks hold sufficient amounts of so-called HQLA to cover the anticipated net cash outflows during a hypothetical acute 30-day stress scenario. Zions is subject to the modified LCR, which is the ratio of an institution’s amount of HQLA (the numerator) over 70% of projected net cash out-flows over the 30-day horizon (the denominator), in each case, as calculated pursuant to the Final LCR Rule. The Final LCR Rule requires institutions subject to the modified LCR to maintain the modified ratio equal to at least 100% in order to satisfy this regulatory requirement. Only specific classes of assets, including U.S. Treasury securities, other U.S. government obligations and agency mortgage-backed securities, qualify under the rule as HQLA, with classes of assets deemed relatively less liquid and/or subject to greater degree of credit risk subject to certain haircuts and caps for purposes of calculating the numerator under the Final LCR Rule. The total assumed projected net cash outflows amount is determined under the rule by applying certain hypothetical outflow and inflow rates, which reflect certain standardized stressed assumptions, against the balances of the banking organization’s funding sources, obligations, transactions and assets over the 30-day stress period. Inflows that can be included to offset outflows are limited to 75% of outflows (which effectively means that banking organizations must hold HQLA equal to 25% of outflows even if outflows perfectly match inflows over the stress period).

The Basel III framework also included a second standard, referred to as the net stable funding ratio (“NSFR”), which is designed to promote more medium- and long-term funding of the assets and activities of banks over a one-year time horizon. In May 2016, the FRB and other federal banking regulators issued a proposed rule that would implement the NSFR for large U.S. banking organizations. Under the proposed rule, the most stringent requirements would apply to bank holding companies with $250 billion or more in total consolidated assets or $10 billion or more in on-balance sheet foreign exposure, and would require such organizations to maintain a minimum NSFR of 1.0 on an ongoing basis, calculated by dividing the organization’s available stable funding by its required stable funding. Bank holding companies with less than $250 billion, but more than $50 billion, in total consolidated assets and less than $10 billion in on-balance sheet foreign exposure, such as Zions, would be subject to a modified NSFR requirement which would require such bank holding companies to maintain a minimum NSFR of 0.7 on an ongoing basis. Under the proposed rule, a banking organization’s available stable funding would be calculated by applying specified standard weightings to its equity and liabilities based on their expected stability over a one-year time horizon and its required stable funding would be calculated by applying specified standardized weightings to its assets, derivative exposures and commitments based on their liquidity characteristics over the same one-year time horizon. The U.S. federal bank regulatory agencies have not released the final rule. We do not expect this to have a material impact on the Company.

Financial Privacy and Cyber Security

The federal banking regulators have adopted rules that limit the ability of banks and other financial institutions to disclose non-public information about consumers to non-affiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to a non-affiliated third party. These regulations affect how consumer information is transmitted through diversified financial companies and conveyed to outside vendors. In addition, consumers may

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also prevent disclosure of certain information among affiliated companies that is assembled or used to determine eligibility for a product or service, such as that shown on consumer credit reports and asset and income information from applications. Consumers also have the option to direct banks and other financial institutions not to share information about transactions and experiences with affiliated companies for the purpose of marketing products or services. Federal law makes it a criminal offense, except in limited circumstances, to obtain or attempt to obtain customer information of a financial nature by fraudulent or deceptive means.

In October 2016, the federal banking regulators jointly issued an advance notice of proposed rulemaking on enhanced cyber risk management standards that are intended to increase the operational resilience of large and interconnected entities under their supervision. The advance notice of proposed rulemaking addressed five categories of cyber standards: (1) cyber risk governance; (2) cyber risk management; (3) internal dependency management; (4) external dependency management; and (5) incident response, cyber resilience, and situational awareness. The comment period expired in February 2017; however, the regulators have not yet issued any revised proposed rules or final rules.

Prompt Corrective Action

The Federal Deposit Insurance Corporation Improvement Act (“FDICIA”) requires each federal banking agency to take prompt corrective action to resolve the problems of insured depository institutions, including but not limited to those that fall below one or more prescribed minimum capital ratios. Pursuant to FDICIA, the FDIC promulgated regulations defining the following five categories in which an insured depository institution will be placed, based on the level of its capital ratios: well-capitalized, adequately capitalized, under-capitalized, significantly under-capitalized, and critically under-capitalized. Under the prompt corrective action provisions of FDICIA as modified by the Basel III capital rules, an insured depository institution generally will be classified as well-capitalized if it has a CET1 ratio of at least 6.5%, a Tier 1 capital ratio of at least 8%, a total capital ratio of at least 10% and a Tier 1 leverage ratio of at least 5%, and an insured depository institution generally will be classified as under-capitalized if its CET1 ratio is under 3%, its total risk-based capital ratio is less than 8%, its Tier 1 risk-based capital ratio is less than 6%, or its Tier 1 leverage ratio is less than 4%. An institution that, based upon its capital levels, is classified as “well-capitalized,” “adequately capitalized,” or “under-capitalized,” may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition or an unsafe or unsound practice warrants such treatment. At each successive lower capital category, an insured depository institution is subject to more restrictions and prohibitions, including restrictions on growth, restrictions on interest rates paid on deposits, restrictions or prohibitions on payment of dividends and restrictions on the acceptance of brokered deposits. Furthermore, if a bank is classified in one of the under-capitalized categories, it is required to submit a capital restoration plan to the Federal bank regulator, and the holding company must guarantee the performance of that plan.

Other Regulations

The Company is subject to a wide range of other requirements and restrictions contained in both the laws of the United States and the states in which its banks and other subsidiaries operate. These regulations include but are not limited to the following:

• Requirements that the Parent serve as a source of strength for its subsidiary bank. The FRB has a policy that a bank holding company is expected to act as a source of financial and managerial strength to its subsidiary bank and, under appropriate circumstances, to commit resources to support the subsidiary bank. The Dodd-Frank Act codified this policy as a statutory requirement.

• Limitations on dividends payable by subsidiaries. A significant portion of the Parent’s cash, which is used to pay dividends on our common and preferred stock and to pay principal and interest on our debt obligations, is derived from dividends paid to the Parent by its subsidiary bank. These dividends are subject to various legal and regulatory restrictions. See Note 14 of the Notes to Consolidated Financial Statements.

• Limitations on dividends payable to shareholders. The Parent’s ability to pay dividends on both its common and preferred stock may be subject to regulatory restrictions, including the requirement that they be included in a

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stress test and capital plan to which the FRB has not objected. See discussion under “Liquidity Management Actions” on page 74.

• Safety and soundness requirements. Federal law requires that our bank be operated in a safe and sound manner. We are subject to additional safety and soundness standards prescribed in the FDICIA, including standards related to internal controls, information systems, internal audit, loan documentation, credit underwriting, interest rate exposure, asset growth and compensation, as well as other operational and management standards deemed appropriate by the federal banking agencies. The safety and soundness requirements give bank regulatory agencies significant latitude in their supervisory authority over us.

• Requirements for approval of acquisitions and activities and restrictions on other activities. Prior approval of the FRB is required under the BHC Act for a financial holding company to acquire or hold more than a 5% voting interest in any bank, to acquire substantially all the assets of a bank or to merge with another financial or bank holding company. The BHC Act also requires approval for certain non-banking acquisitions, restricts the activities of bank holding companies that are not financial holding companies to banking, managing or controlling banks and other activities that the FRB has determined to be so closely related to banking as to be a proper incident thereto, and restricts the non-banking activities of a financial holding company to those that are permitted for financial holding companies or that have been determined by the FRB to be financial in nature, incidental to financial activities, or complementary to a financial activity. Laws and regulations governing national banks contain similar provisions concerning acquisitions and activities.

• Limitations on the amount of loans to a borrower and its affiliates.

• Limitations on transactions with affiliates. The Dodd-Frank Act significantly expanded the coverage and scope of the limitations on affiliate transactions within a banking organization.

• Restrictions on the nature and amount of any investments and ability to underwrite certain securities.

• Requirements for opening of branches and the acquisition of other financial entities.

• Fair lending and truth in lending requirements to provide equal access to credit and to protect consumers in credit transactions.

• Broker-dealer and investment advisory regulations. One of our subsidiaries is a broker-dealer that is authorized to engage in securities underwriting and other broker-dealer activities. This company is registered with the SEC and is a member of FINRA. Another subsidiary is a registered investment adviser under the Investment Advisers Act of 1940, as amended, and as such is supervised by the SEC. Certain of our subsidiaries are also subject to various U.S. federal and state laws and regulations. These laws and regulations generally grant supervisory agencies broad administrative powers, including the power to limit or restrict the carrying on of business for failure to comply with such laws.

• Provisions of the GLB Act and other federal and state laws dealing with privacy for non-public personal information of individual customers.

• Community Reinvestment Act (“CRA”) requirements. The CRA requires banks to help serve the credit needs in their communities, including providing credit to low and moderate income individuals. If our bank subsidiary fails to adequately serve its communities, penalties may be imposed including denials of applications to add branches, relocate, add subsidiaries and affiliates, and merge with or purchase other financial institutions.

• Anti-money laundering regulations. The Bank Secrecy Act, Title III of the Uniting and Strengthening of America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot Act”), and other federal laws require financial institutions to assist U.S. Government agencies in detecting and preventing money laundering and other illegal acts by maintaining policies, procedures and controls designed to detect and report money laundering, terrorist financing, and other suspicious activity.

The Parent is subject to the disclosure and regulatory requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, both as administered by the SEC. As a company listed on the NASDAQ Global Select Market, the Parent is subject to NASDAQ listing standards for quoted companies.

The Company is subject to the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act, and other federal and state laws and regulations which address, among other issues, corporate governance, auditing and accounting, executive

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compensation, and enhanced and timely disclosure of corporate information. NASDAQ has also adopted corporate governance rules, which are intended to allow shareholders and investors to more easily and efficiently monitor the performance of companies and their directors.

The Board of Directors of the Parent has overseen management’s establishment of a comprehensive system of corporate governance and risk practices. This system includes policies and guidelines such as Corporate Governance Guidelines, a Code of Business Conduct and Ethics for Employees, a Directors Code of Conduct, a Related Party Transaction Policy, Stock Ownership and Retention Guidelines, a Compensation Clawback Policy, an insider trading policy including provisions prohibiting hedging and placing restrictions on the pledging of company stock by insiders, and charters for the Audit, Risk Oversight, Compensation, and Nominating and Corporate Governance Committees. More information on the Company’s corporate governance practices is available on the Company’s website at www.zionsbancorporation.com. (The Company’s website is not part of this Annual Report on Form 10-K).

The Company has adopted policies, procedures and controls to address compliance with the requirements of the banking, securities and other laws and regulations described above or otherwise applicable to the Company. The Company intends to make appropriate revisions to reflect any changes required.

Regulators, Congress, state legislatures, and international consultative bodies continue to enact rules, laws, and policies to regulate the financial services industry and public companies and to protect consumers and investors. The nature of these laws and regulations and the effect of such policies on future business and earnings of the Company cannot be predicted.

GOVERNMENT MONETARY POLICIES

The earnings and business of the Company are affected not only by general economic conditions, but also by policies adopted by various governmental authorities. The Company is particularly affected by the monetary policies of the FRB, which affect both short-term and long-term interest rates and the national supply of bank credit.

In view of the changing conditions in the economy and the effect of the FRB’s monetary policies, it is difficult to predict future changes in loan demand, deposit levels and interest rates, or their effect on the business and earnings of the Company. FRB monetary policies have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future.

REGULATORY RELIEF IF PROPOSED RESTRUCTURING IS COMPLETED AND FSOC APPLICATION IS APPROVED

As discussed above, on November 20, 2017, we announced a proposal to streamline our corporate structure by merging the Parent into its bank subsidiary, ZB, N.A. In connection with the proposed restructuring, we also intend to file an application with FSOC (the “FSOC Appeal”) that, if successful, could potentially eliminate “enhanced” regulation of the “Company” as a SIFI.

If completed, the proposed restructuring would eliminate the bank holding company structure and associated regulatory framework and would result in ZB, N.A. becoming the top-level publicly-traded entity within our corporate structure. If the proposed restructuring and FSOC Appeal are successful, the Company expects that:

• The Company would no longer be subject to duplicative examinations by both the FRB and OCC and instead would no longer be subject to examinations by the FRB. The Company would continue to be subject to examinations by the CFPB with respect to consumer financial regulations.

• The Company would no longer be subject to “enhanced prudential supervision” by the FRB under Section 165 of the Dodd-Frank Act. There are a number of regulatory requirements that are applied to the Company under “enhanced prudential supervision,” which includes the annual HCR/CCAR process, as well as the LCR requirements applicable to “systemically important” organizations, as discussed above under “Capital Planning and Stress Testing” and “Liquidity,” respectively. The Company would continue to be subject to the OCC’s

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heightened standards for national banks with assets of $50 billion or more, and the DFAST process, as described above under “Capital Planning and Stress Testing.”

• The Company would no longer be subject to the prior non-objection requirement under HCR/CCAR for declaring any dividends or share repurchases, but would continue to be subject to the limitations on dividends and share repurchases pursuant to the National Bank Act and the OCC’s regulations.

In addition, if the restructuring is completed, the Company generally would no longer be subject to the Securities Law of 1933, but would remain subject to the requirements of the Securities Exchange Act of 1934, including the reporting requirements thereunder. However, the Company would be subject to OCC regulations governing securities offerings and make any filings required under the Securities Exchange Act with the OCC instead of the SEC.

ITEM 1A. RISK FACTORS

The Company’s growth strategy is driven by key factors while adhering to defined risk parameters. The key elements of Zions’ strategy reflect its prudent risk-taking philosophy. The Company generates revenue by taking prudent and appropriately priced risks. These factors are outlined in the Company’s Risk Appetite Framework.

The Company’s Board of Directors has established a Risk Oversight Committee of the Board, approved an Enterprise Risk Management Framework, and appointed an Enterprise Risk Management Committee (“ERMC”) to oversee and implement the Framework. The ERMC is comprised of senior management of the Company and is chaired by the Chief Risk Officer. The Company’s most significant risk exposure has traditionally come from the acceptance of credit risk inherent in prudent extension of credit to relationship customers. In addition to credit risk, these committees also monitor the following level one risk areas: market and interest rate risk, liquidity risk, strategic/business risk, operational/technology risk, model risk, capital/financial reporting risk, legal/compliance risk (including regulatory risk), and reputational risk as outlined in the Company’s risk taxonomy. In 2017, the Company also designated cyber risk a level one risk in its risk taxonomy, which places it at the highest level of oversight with its other top risks. Additional governance and oversight includes Board-approved policies and management committees with direct focus on these specific risk categories. Incorporated into each of these level one risks mentioned previously is third party vendor risk, which the Company views as critical in the management and oversight of vendor management.

Although not comprehensive, the following describes several risk factors that are significant to the Company:

Credit Risk

Credit quality has adversely affected us in the past and may adversely affect us in the future.

Credit risk is one of our most significant risks. A decline in the strength of the U.S. economy in general or the local economies in which we conduct operations could result in, among other things, deterioration in credit quality and/or reduced demand for credit, including a resultant adverse effect on the income from our loan portfolio, an increase in charge-offs and an increase in the allowance for loan and lease losses (“ALLL”).

We have concentrations of risk in our loan portfolio, including loans secured by real estate, leveraged and enterprise value lending, and oil and gas-related lending, which may have unique risk characteristics that may adversely affect our results. While oil and gas prices have stabilized over the last year and our lending exposure to this segment has been reduced, the oil and gas industry is still subject to volatility.

Concentration or counterparty risk could adversely affect the Company. Concentration risk across our loan and investment portfolios could pose significant additional credit risk to the Company due to exposures which perform in a similar fashion. Counterparty risk could also pose additional credit risk.

We engage in commercial construction and land acquisition and development lending, as well as commercial term lending, primarily in our western states footprint. The Company, as a whole, has relatively larger concentrations of such lending than many other peer institutions. In addition, we have a concentration in oil and gas-related lending, primarily in Texas. Both commercial real estate (“CRE”) and oil and gas-related lending are subject to specific

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risks, including volatility and potential significant and prolonged declines in collateral-values and activity levels. In addition, our real estate lending is concentrated in the western states, and values there may behave differently than in other parts of the United States. We may have other unidentified concentrated or correlated risks in our loan portfolio.

Our business is highly correlated to local economic conditions in a specific geographic region of the United States.

As a regional bank holding company, the Company provides a full range of banking and related services through its local management teams and unique brands in Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington, and Wyoming. Approximately 76% of the Company’s total net interest income relates to our banking operations in Utah, Texas, and California for the years ended December 31, 2017, and December 31, 2016, respectively. As a result of this geographic concentration, our financial results depend largely upon economic conditions in these market areas. Accordingly, adverse economic conditions affecting these three states in particular could significantly affect our consolidated operations and financial results. For example, our credit risk could be elevated to the extent that our lending practices in these three states focus on borrowers or groups of borrowers with similar economic characteristics, which are similarly affected by the same adverse economic events. At December 31, 2017, loan balances associated with our banking operations in Utah, Texas, and California comprised 80% of the Company’s commercial lending portfolio, 74% of the CRE lending portfolio, and 71% of the consumer lending portfolio.

Loans originated by our banking operations in Utah, Texas, and California are primarily to borrowers in those respective states, with the exception of the National Real Estate group, which co-originates or purchases primarily owner-occupied first-lien CRE loans from financial institutions throughout the country.

We have been and could continue to be negatively affected by adverse economic conditions.

Adverse economic conditions negatively affect the Company’s assets, including its loan and securities portfolios, capital levels, results of operations, and financial condition. The most recent financial crisis resulted in significant regulatory changes that continue to affect the Company. Although economic conditions have improved since the most recent financial crisis, it is possible that economic conditions may weaken. Economic and fiscal conditions in the United States and other countries may directly or indirectly adversely impact economic and market conditions faced by the Company and its customers. Any sustained weakness or further weakening in economic conditions would adversely affect the Company.

Market and Interest Rate Risks

Failure to effectively manage our interest rate risk and prolonged periods of low interest rates could adversely affect us.

Net interest income is the largest component of the Company’s revenue. Interest rate risk is managed by the Asset Liability Management Committee, which is established by the Company’s Board of Directors. Failure to effectively manage our interest rate risk could adversely affect the Company. Factors beyond the Company’s control can significantly influence the interest rate environment and increase the Company’s risk. These factors include competitive pricing pressures for our loans and deposits, adverse shifts in the mix of deposits and other funding sources, and volatile market interest rates resulting from general economic conditions and the policies of governmental and regulatory agencies, in particular the FRB.

The Company remains in an “asset-sensitive” interest rate risk position, which means that net interest income would be expected to increase if interest rates increase, and to decline if interest rates decrease. Most recently, the FRB decided to maintain the target range for the federal funds rate at 1.25% to 1.5%, and indicated that it will determine the timing and size of future rate adjustments by assessing realized and expected economic conditions relative to the objectives of maximum employment and 2% inflation.

Financial market participants have recently contemplated the possibility of negative interest rates. With the exception of brief money market disruptions in which some U.S. Treasury bills traded at negative rates, the U.S. has

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not previously experienced a negative rate environment, although other developed economies have had prolonged periods of negative rates. Therefore, there are many unknown factors which could impact the Company in a negative rate environment. The ability to effectively charge customers interest on deposits will be determined largely by competition for deposits, but the Company’s deposit systems may require modification to allow for negative deposit rates. Asset allocation strategies would be reconsidered were the FRB to charge for excess reserves.

Our estimates of our interest rate risk position related to noninterest-bearing demand deposits are dependent on assumptions for which there is little historical experience, and the actual behavior of those deposits in a changing interest rate environment may differ materially from our estimates, which could materially affect our results of operations.

We have experienced a low interest rate environment for the past several years. Our views with respect to, among other things, the degree to which we are “asset-sensitive,” including our interest rate risk position for noninterest-bearing demand deposits, are dependent on modeled projections that rely on assumptions regarding changes in balances of such deposits in a changing interest rate environment. Because there is no modern precedent for the prolonged, extremely low interest rate environment that has prevailed for the last several years, there is little historical experience upon which to base such assumptions. If interest rates continue to increase, our assumptions regarding changes in balances of noninterest-bearing demand deposits and regarding the speed and degree to which other deposits are repriced may prove to be incorrect, and business decisions made in reliance on our modeled projections and underlying assumptions could prove to be unsuccessful. Because noninterest-bearing demand deposits are a significant portion of our deposit base, realized results which are different from our modeled projections and the underlying assumptions could materially affect our results of operations.

Liquidity Risk

As a regulated entity, we are subject to capital and liquidity requirements that may limit our operations and potential growth.

We are a bank holding company and, as such, we and our subsidiary bank are subject to the comprehensive, consolidated supervision and regulation of the FRB, the OCC and the FDIC, including risk-based and leverage capital ratio requirements, and Basel III liquidity requirements. Capital needs may rise above normal levels when we experience deteriorating earnings and credit quality, and our banking regulators may increase our capital requirements based on general economic conditions and our particular condition, risk profile and growth plans. In addition, we may be required to increase our capital levels even in the absence of actual adverse economic conditions or forecasts as a result of stress testing and capital planning based on hypothetical future adverse economic scenarios. Compliance with the capital requirements, including leverage ratios, may limit operations that require the intensive use of capital and could adversely affect our ability to expand or maintain present business levels. For a summary of the capital rules to which we are subject, see “Capital Standards – Basel Framework” on page 10 of this Annual Report on Form 10-K.

Liquidity regulations, including regulations establishing a minimum Liquidity Coverage Ratio and requiring monthly liquidity stress testing applicable to the Company may impact profitability.

The Company is subject to liquidity regulations, including a requirement that it conduct monthly liquidity stress tests that require it to maintain a modified LCR of at least 100%. The Company’s calculation of the modified LCR indicates that the Company is in compliance with the requirement. Such stress testing is subject to ongoing model and assumptions changes which could affect results.

In order to meet the requirements of these new regulations, the Company expects to continue to hold a higher portion of its assets in HQLA and a lower portion of its assets in loans than was generally the case prior to such regulation. HQLA generally have lower yields than loans of the type made by the Company.

We and/or the holders of our securities could be adversely affected by unfavorable rating actions from rating agencies.

Our ability to access the capital markets is important to our overall funding profile. This access is affected by the ratings assigned by rating agencies to us and particular classes of securities that we and our banking subsidiary

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issue. The rates that we pay on our securities are also influenced by, among other things, the credit ratings that we and/or our securities receive from recognized rating agencies. Ratings downgrades to us or our securities could increase our costs or otherwise have a negative effect on our results of operations or financial condition or the market prices of our securities.

Strategic/Business Risks

Problems encountered by other financial institutions could adversely affect financial markets generally and have indirect adverse effects on us.

The commercial soundness of many financial institutions may be closely interrelated as a result of credit, trading, clearing or other relationships between the institutions. As a result, concerns about, or a default or threatened default by, one institution could lead to significant market-wide liquidity and credit problems, losses or defaults by other institutions. This is sometimes referred to as “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which we interact on a daily basis, and therefore could adversely affect us. Information security and vendor management processes are in place to actively identify, manage and monitor actual and potential impacts.

The regulation of incentive compensation under the Dodd-Frank Act may adversely affect our ability to retain our highest performing employees.

The bank regulatory agencies have published guidance and proposed regulations which limit the manner and amount of compensation that banking organizations provide to employees. These regulations and guidance may adversely affect our ability to attract and retain key personnel. If we were to suffer such adverse effects with respect to our employees, our business, financial condition and results of operations could be adversely affected, perhaps materially.

We have made, and are continuing to make, significant changes to the Company that include, among other things, organizational restructurings, efficiency initiatives, and replacement or upgrades of certain core technological systems to improve our control environment, and operating efficiency. The ultimate success and completion of these changes, and their effect on the Company, may vary significantly from initial planning, which could materially adversely affect the Company.

Over the last several years, the Company has completed numerous improvement projects, including combining the legal charters of our seven affiliate banks into one, consolidating 15 loan operations sites into two, upgrading our accounting systems, installing a credit origination work flow system, streamlining our small business and retail lending, mortgage, wealth management and foreign exchange businesses, and investing in data quality and information security. Ongoing investment continues in a multi-year project to replace our core loan and deposit systems, a collection of customer-facing digital capabilities and a variety of other projects to simplify how we do business.

These changes continue to be implemented; some of the projects are fully completed, and some projects are in their early stages. By their very nature, projections of duration, cost, expected savings, expected efficiencies, and related items are subject to change and significant variability.

We may encounter significant adverse developments in the completion and implementation of these changes. These may include significant time delays, cost overruns, loss of key people, technological problems, processing failures, and other adverse developments. Any or all of these issues could result in disruptions to our systems, processes, control environment, procedures, and employees, which may adversely impact our customers and our ability to conduct business.

We have plans, policies and procedures designed to prevent or limit the negative effect of these potential adverse developments. However, there can be no assurance that any such adverse developments will not occur or, if they do occur, that they will be adequately remediated. The ultimate effect of any adverse development could subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could materially affect the Company, including its control environment, operating efficiency, and results of operations.

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Operational/Technology Risks

Catastrophic events including, but not limited to, hurricanes, tornadoes, earthquakes, fires, floods, and prolonged drought, may adversely affect the general economy, financial and capital markets, specific industries, and the Company.

The Company has significant operations and a significant customer base in Utah, Texas, California and other regions where natural and other disasters may occur. These regions are known for being vulnerable to natural disasters and other risks, such as hurricanes, tornadoes, earthquakes, fires, floods, and prolonged drought. These types of natural catastrophic events at times have disrupted the local economy, the Company’s business and customers, and have posed physical risks to the Company’s property. In addition, catastrophic events occurring in other regions of the world may have an impact on the Company’s customers and in turn on the Company. Although we have business continuity and disaster recovery programs in place, a significant catastrophic event could materially adversely affect the Company’s operating results.

We could be adversely affected by failure in our internal controls.

A failure in our internal controls could have a significant negative impact not only on our earnings, but also on the perception that customers, regulators and investors may have of the Company. We continue to devote a significant amount of effort, time and resources to improving our controls and ensuring compliance with complex accounting standards and regulations. These efforts also include the management of controls to mitigate operational risks for programs and processes across the Company.

We could be adversely affected by financial technology advancements and other non-traditional lending and banking sources.

The ability to successfully remain competitive is dependent upon our ability to maintain a critical technological capability and to identify and develop new, value-added products for existing and future customers. Failure to do so could impede our time to market, reduce customer product accessibility, and weaken our competitive position.

Cyber Risk

We are subject to a variety of system failure and cyber security risks that could adversely affect our business and financial performance.

We rely heavily on communications and information systems to conduct our business. We, our customers, and other financial institutions with which we interact, are subject to ongoing, continuous attempts to penetrate key systems by individual hackers, organized criminals, and in some cases, state-sponsored organizations. Information security risks for large financial institutions such as Zions have increased significantly in recent years in part because of the proliferation of new technologies, such as Internet and mobile banking to conduct financial transactions, and the increased sophistication and activities of cyber criminals. Any failure, interruption or breach in security of our information systems could result in failures or disruptions in our customer relationship management, general ledger, deposit, loan and other systems, misappropriation of funds, and theft, disclosure or misuse of proprietary Company or customer data. While we have significant internal resources, policies and procedures designed to prevent or limit the effect of the possible failure, interruption or security breach of our information systems, there can be no assurance that any such failure, interruption or security breach will not occur or, if they do occur, that they will be adequately addressed. As cyber threats continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our layers of defense or to investigate or remediate any information security vulnerabilities. The occurrence of any failure, interruption or security breach of our information systems could damage our reputation, result in a loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability.

Model Risk

We increasingly use models in the management of the Company, and in particular in the required stress testing and capital plan. There is risk that these models are incorrect or inaccurate in various ways, which can cause us

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to make non-optimal decisions, and this risk causes the Company to hold additional capital as a buffer against that risk.

We attempt to carefully develop, document, back test, and validate the models used in the management of the Company, including, for example, models used in the management of interest rate and liquidity risk, and those used in projecting stress losses in various segments of our credit and securities portfolios, and projecting net revenue under stress. Models are inherently imperfect for a number of reasons, however, and cannot perfectly predict outcomes. Management decisions based in part on such models, therefore, can be suboptimal. In addition, in determining the Company’s capital needs under stress testing, we attempt to specifically quantify the amounts by which model results could be incorrect, and we hold material additional amounts of capital as a buffer against this “model risk.”

Capital/Financial Reporting Risks

Stress testing and capital management under the Dodd-Frank Act may limit our ability to increase dividends, repurchase shares of our stock, and access the capital markets.

Under HCR/CCAR, we are required to submit to the FRB each year our capital plan for the applicable planning horizon, along with the results of required stress tests. Each annual capital plan will, among other things, specify our planned capital actions with respect to dividends, preferred stock redemptions, common stock repurchases or issuances, and similar matters and will be subject to the objection or non-objection by the FRB. Moreover, the HCR/CCAR process requires us to analyze the pro forma impact on our financial condition of various hypothetical future adverse economic scenarios selected by us and the FRB. We must maintain or raise capital sufficient to meet our risk management and regulatory expectations under such hypothetical scenarios. In connection with the annual HCR/CCAR process, we also participate in the DFAST on a semiannual basis. Under DFAST, a standardized strategy for capital actions (dividend payments held constant and other current capital obligations met) is implemented by all participating banks. As required by the Dodd-Frank Act, we also submit stress tests to the OCC for our subsidiary bank because it has assets in excess of $10 billion. Under both HCR/CCAR and DFAST, the FRB uses its proprietary models to analyze the Company’s stressed capital position. The severity of the hypothetical scenarios devised by the FRB and OCC and employed in these stress tests is undefined by law or regulation, and is thus subject solely to the discretion of the regulators. The stress testing and capital planning processes may, among other things, require us to increase our capital levels, limit our dividends or other capital distributions to shareholders, modify our business strategies, or decrease our exposure to various asset classes.

Under stress testing and capital management standards implemented by bank regulatory agencies under the Dodd-Frank Act, we may declare dividends, repurchase common stock, redeem preferred stock and debt, access capital markets for certain types of capital, make acquisitions, and enter into similar transactions only if included in a capital plan to which the FRB has not objected. Any similar transactions not contemplated in our annual capital plan, other than those with an inconsequential impact on actual or projected capital, may require a new stress test and capital plan, which is subject to FRB non-objection. These requirements may significantly limit our ability to respond to and take advantage of market developments.

Economic and other circumstances may require us to raise capital at times or in amounts that are unfavorable to the Company.

The Company and its subsidiary bank must maintain certain risk-based and leverage capital ratios, as required by its banking regulators, which can change depending upon general economic conditions, hypothetical future adverse economic scenarios, and the particular conditions, risk profiles and growth plans of the Company and its subsidiary bank. Compliance with capital requirements may limit the Company’s ability to expand and has required, and may require, the Company or its subsidiaries to raise additional capital, or may require additional capital investment from the Parent. These uncertainties and risks, including those created by legislative and regulatory uncertainties, may increase the Company’s cost of capital and other financing costs.

We could be adversely affected by accounting, financial reporting, and regulatory and compliance risk.

The Company is exposed to accounting, financial reporting, and regulatory/compliance risk. The Company provides to its customers, invests in, and uses for its own capital, funding, and risk management needs, a number of complex

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financial products and services. Estimates, judgments, and interpretations of complex and changing accounting and regulatory policies are required in order to provide and account for these products and services. Changes in our accounting policies or in accounting standards could materially affect how we report our financial results and conditions. The level of regulatory/compliance oversight has been heightened in recent periods as a result of rapid changes in regulations that affect financial institutions. The administration of some of these regulations and related changes has required the Company to comply before their formal adoption. Therefore, identification, interpretation and implementation of complex and changing accounting standards as well as compliance with regulatory requirements pose an ongoing risk.

Our results of operations depend upon the performance of our subsidiaries.

We are a holding company that conducts substantially all of our operations through our banking subsidiary and other subsidiaries. The Parent receives substantially all of its revenues from dividends from its subsidiaries and primarily from its subsidiary bank. These dividends are a principal source of funds to pay dividends on our common and preferred stock and interest and principal on our debt. We and certain of our subsidiaries experienced periods of unprofitability or reduced profitability during the most recent recession of 2007-2009. The ability of the Company and its subsidiary bank to pay dividends is restricted by regulatory requirements, including profitability and the need to maintain required levels of capital. Lack of profitability or reduced profitability exposes us to the risk that regulators could restrict the ability of our subsidiary bank to pay dividends. It also increases the risk that the Company may have to establish a “valuation allowance” against its net DTA or have that asset disallowed for regulatory capital purposes.

The ability of our subsidiary bank to pay dividends or make other payments to us is also limited by its obligations to maintain sufficient capital and by other general regulatory restrictions on its dividends. If it does not satisfy these regulatory requirements, we may be unable to pay dividends or interest on our indebtedness. The OCC, the primary regulator of our subsidiary bank, has issued policy statements generally requiring insured banks to pay dividends only out of current earnings. In addition, if, in the opinion of the applicable regulatory authority, a bank under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice, which could include the payment of dividends, such authority may take actions requiring that such bank refrain from the practice. Payment of dividends could also be subject to regulatory limitations if a subsidiary bank were to become “under-capitalized” for purposes of the applicable federal regulatory “prompt corrective action” regulations.

The value of our goodwill may decline in the future.

As of December 31, 2017, the Company had $1 billion of goodwill that was allocated to Amegy, CB&T and Zions Bank. If the fair value of a reporting unit is determined to be less than its carrying value, the Company may have to take a charge related to the impairment of its goodwill. Such a charge would occur if the Company were to experience increases in the book value of a reporting unit in excess of the increase in the fair value of equity of a reporting unit. A significant decline in the Company’s expected future cash flows, a significant adverse change in the business climate, slower economic growth or a significant and sustained decline in the price of the Company’s common stock, any or all of which could be materially impacted by many of the risk factors discussed herein, may necessitate the Company taking charges in the future related to the impairment of its goodwill. Future regulatory actions could also have a material impact on assessments of the appropriateness of the goodwill carrying value. If the Company was to conclude that a future write-down of its goodwill is necessary, it would record the appropriate charge, which could have a material adverse effect on the Company’s results of operations.

The Company may not be able to utilize the significant DTA recorded on its balance sheet.

The Company’s balance sheet includes a significant DTA. We had net DTAs of $93 million at December 31, 2017, compared with $250 million at December 31, 2016. The largest components of this asset result from additions to our ALLL for purposes of GAAP in excess of loan losses actually taken for tax purposes. Our ability to continue to record this DTA is dependent on the Company’s ability to realize its value through net operating loss carrybacks or future projected earnings. Loss of part or all of this asset would adversely impact tangible capital. In addition, inclusion of this asset in determining regulatory capital is subject to certain limitations. Currently, no DTAs are disallowed for regulatory purposes either on a consolidated basis or at the Company’s subsidiary bank.

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Legal/Compliance Risks

The Dodd-Frank Act imposes significant limitations on our business activities and subjects us to increased regulation and additional costs.

The Dodd-Frank Act has material implications for the Company and the entire financial services industry. The Dodd-Frank Act places significant additional regulatory oversight and requirements on financial institutions, particularly those with more than $50 billion of assets, including the Company. In addition, among other things, the Dodd-Frank Act:

• affected the levels of capital and liquidity with which the Company must operate and how it plans capital and liquidity levels;

• subjected the Company to new and/or higher fees paid to various regulatory entities, including but not limited to deposit insurance fees to the FDIC;

• impacted the Company’s ability to invest in certain types of entities or engage in certain activities;

• impacted a number of the Company’s business strategies;

• required us to incur the cost of developing substantial heightened risk management policies and infrastructure;

• regulated the pricing of certain of our products and services and restricted the revenue that the Company generates from certain businesses;

• subjected the Company to capital planning actions, including stress testing or similar actions and timing expectations for capital raising;

• subjected the Company to supervision by the CFPB, with very broad rule-making and enforcement authorities;

• granted authority to state agencies to enforce state and federal laws against national banks;

• subjected the Company to new and different litigation and regulatory enforcement risks; and

• limited the manner and amount in which compensation is paid to executive officers and employees generally.

The Company and the entire financial services industry have incurred and will continue to incur substantial personnel, systems, consulting, and other costs in order to comply with new regulations promulgated under the Dodd-Frank Act, particularly with respect to stress testing and risk management. Some aspects of the Dodd-Frank Act continue to be subject to rulemaking, many of the rules that have been adopted will take effect over several additional years, and many of the rules that have been adopted may be subject to interpretation and clarification, and accordingly, the impact of such regulatory changes cannot be presently determined. Individually and collectively, regulations adopted under the Dodd-Frank Act may materially adversely affect the Company’s and the financial services industry’s business, financial condition (including the Company’s ability to compete effectively with less regulated financial services providers), and results of operations.

Other legislative and regulatory actions taken now or in the future may have a significant adverse effect on our operations and earnings.

In addition to the Dodd-Frank Act described previously, bank regulatory agencies and international regulatory consultative bodies have proposed or are considering new regulations and requirements, some of which may be imposed without formal promulgation. Our deposits are insured by the FDIC up to legal limits and, accordingly, we are subject to FDIC insurance assessments.

There can be no assurance that any or all of these regulatory changes or actions will ultimately be adopted. However, if adopted, some of these proposals could adversely affect the Company by, among other things: impacting after-tax returns earned by financial services firms in general; limiting the Company’s ability to grow; increasing taxes or fees on some of the Company’s funding or activities; limiting the range of products and services that the Company could offer; and requiring the Company to raise capital at inopportune times.

Recent political developments, including the change in the executive administration of the United States, could result in substantial changes in tax, international trade, immigration, and other policies. The extent and timing of any such changes are uncertain, as are the potential direct and indirect impacts, whether beneficial or adverse.

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Regulations and laws may be modified or repealed and new legislation may be enacted that will affect us and our subsidiaries.

The ultimate impact of these proposals cannot be predicted as it is unclear which, if any, may be adopted.

We could be adversely affected by legal and governmental proceedings.

We are subject to risks associated with legal claims, litigation, and regulatory and other government proceedings. The Company’s exposure to these proceedings has increased and may further increase as a result of stresses on customers, counterparties and others arising from the past or current economic environments, new regulations promulgated under recently adopted statutes, the creation of new examination and enforcement bodies, and increasingly aggressive enforcement and legal actions against banking organizations. Anysuchmatters may result in material adverse consequences to our results of operations, financial condition or ability to conduct our business, including adverse judgments, settlements, fines, penalties (including civil money penalties under applicable banking laws), injunctions, restrictions on our business activities or other relief. Our involvement in any such matters, even if the matters are ultimately determined in our favor, could also cause significant harm to our reputation and divert management attention from the operation of our business. In general, the amounts paid by financial institutions in settlement of proceedings or investigations, including those relating to anti-money laundering matters, have been increasing dramatically. In addition, any enforcement matters could impact our supervisory and CRA ratings, which may restrict or limit our activities.

Reputational Risk

The company is presented with various reputational risk issues that could stem from operational, compliance and legal risks.

A Reputational Risk Council was established to monitor, manage and develop strategies to effectively manage reputational risk which includes, but is not limited to, addressing communication logistics, legal and regulatory issues.

ITEM 1B. UNRESOLVED STAFF COMMENTS

There are no unresolved written comments that were received from the SEC’s staff 180 days or more before the end of the Company’s fiscal year relating to its periodic or current reports filed under the Securities Exchange Act of 1934.

ITEM 2. PROPERTIES

At December 31, 2017, the Company operated 433 branches, of which 275 are owned and 158 are leased. The Company also leases its headquarters in Salt Lake City, Utah. Other operations facilities are either owned or leased. The annual rentals under long-term leases for leased premises are determined under various formulas and factors, including operating costs, maintenance and taxes. For additional information regarding leases and rental payments, see Note 15 of the Notes to Consolidated Financial Statements.

ITEM 3. LEGAL PROCEEDINGS

The information contained in Note 15 of the Notes to Consolidated Financial Statements is incorporated by reference herein.

ITEM 4. MINE SAFETY DISCLOSURES

None.

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PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET INFORMATION

The Company’s common stock is traded on the NASDAQ Global Select Market under the symbol “ZION.” The last reported sale price of the common stock on NASDAQ on February 9, 2018 was $51.64 per share.

The following schedule sets forth, for the periods indicated, the high and low sale prices of the Company’s common stock, as quoted on NASDAQ:

	2017				2016
	High		Low		High		Low
1st Quarter	$	48.33	$	39.09	$	26.91	$	19.65
2nd Quarter	44.85		38.43		29.46		23.14
3rd Quarter	47.70		41.23		31.35		23.02
4th Quarter	52.20		43.50		44.15		30.07

PREFERRED STOCK REDEMPTIONS

During 2017, we redeemed all outstanding shares of our 7.9% Series F preferred stock for a cash payment of approximately $144 million. The total one-time reduction to net earnings applicable to common shareholders associated with the preferred stock redemption was $2 million due to the accelerated recognition of preferred stock issuance costs.

During 2016 we decreased our preferred stock by $118 million, including the purchase of $26 million of our Series I preferred stock, $59 million of our Series J preferred stock, and $33 million of our Series G preferred stock, for an aggregate cash payment of $126 million. The total one-time reduction to net earnings applicable to common shareholders associated with the preferred stock redemption was $10 million. These preferred stock redemptions benefit the Company by decreasing the amount of preferred dividends paid.

EQUITY CAPITAL AND DIVIDENDS

We have 4,400,000 authorized shares of preferred stock without par value and with a liquidation preference of $1,000 per share. As of December 31, 2017, 66,139, 138,390, 126,221, 98,555, and 136,368 of preferred shares series A, G, H, I, and J respectively, are outstanding. In general, preferred shareholders may receive asset distributions before common shareholders; however, preferred shareholders have only limited voting rights generally with respect to certain provisions of the preferred stock, the issuance of senior preferred stock, and the election of directors. Preferred stock dividends reduce earnings available to common shareholders and are paid quarterly or semiannually in arrears. The preferred stock redemption amount is computed at the per share liquidation preference plus any declared but unpaid dividends. All of the outstanding series of preferred stock are registered with the SEC. In addition, Series A, G, and H preferred stock are listed and traded on the New York Stock Exchange. See Note 13 of the Notes to Consolidated Financial Statements for further information regarding the Company’s preferred stock.

As of February 9, 2018, there were 4,353 holders of record of the Company’s common stock. The frequency and amount of common stock dividends paid during the last two years are as follows:

	1st Quarter		2nd Quarter		3rd Quarter		4th Quarter
2017	$	0.08	$	0.08	$	0.12	$	0.16
2016	0.06		0.06		0.08		0.08

The Company’s Board of Directors approved a dividend of $0.20 per common share payable on February 22, 2018 to shareholders of record on February 15, 2018. The Company expects to continue its policy of paying regular cash

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dividends on a quarterly basis, although there is no assurance as to future dividends because they depend on future earnings, capital requirements, financial condition, and regulatory approvals.

SHARE REPURCHASES

During 2017 we continued our common stock repurchase program and repurchased 7 million shares of common stock outstanding with a fair value $320 million at an average price of $45.66 per share. During the first quarter of 2018, the Company repurchased an additional 2 million shares of common stock outstanding with a fair value of $115 million at an average price of $53.46 per share, leaving $120 million of repurchase capacity remaining in the 2017 capital plan (which spans the timeframe of July 2017 to June 2018).

During 2016 we repurchased 3 million shares of common stock outstanding with a fair value of $90 million at an average price of $31.15 per share.

The following schedule summarizes the Company’s share repurchases for the fourth quarter of 2017:

Period	Total number of shares repurchased 1	Average price paid per share		Shares purchased as part of publicly announced plans or programs		Approximate dollar value of shares that may yet be purchased under the plan
October	935	$	47.19		—		$	350,000,045
November	1,019,801	48.07			1,019,240		301,000,280
December	1,302,618	50.74			1,300,777		235,000,750
Fourth quarter	2,323,354	49.57			2,320,017

¹  Represents common shares acquired from employees in connection with our stock compensation plan in addition to shares acquired under previously reported share repurchase plans. Shares were acquired from employees to pay for their payroll taxes and stock option exercise cost upon the vesting of restricted stock and restricted stock units, and the exercise of stock options, under provisions of an employee share-based compensation plan.

PERFORMANCE GRAPH

The following stock performance graph compares the five-year cumulative total return of Zions Bancorporation’s common stock with the Standard & Poor’s 500 Index and the Keefe, Bruyette & Woods, Inc. (“KBW”) Bank Index, both of which include Zions Bancorporation. The KBW Bank Index is a market capitalization-weighted bank stock index developed and published by KBW, a nationally recognized brokerage and investment banking firm specializing in bank stocks. The index is composed of 24 geographically diverse stocks representing national money center banks and leading regional financial institutions. The stock performance graph is based upon an initial investment of $100 on December 31, 2012 and assumes reinvestment of dividends.

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PERFORMANCE GRAPH FOR ZIONS BANCORPORATION

INDEXED COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN

	2012	2013	2014	2015	2016	2017
Zions Bancorporation	100.0	140.6	134.6	129.8	206.7	246.6
KBW Bank Index	100.0	137.8	150.7	151.4	194.6	230.7
S&P 500	100.0	132.4	150.5	152.5	170.8	208.1

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The information contained in Item 12 of this Form 10-K is incorporated by reference herein.

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ITEM 6. SELECTED FINANCIAL DATA

FINANCIAL HIGHLIGHTS
(Dollar amounts in millions, except per share amounts)	2017/2016 Change		2017			2016			2015			2014			2013
For the Year
Net interest income	+11	%	$	2,065		$	1,867		$	1,715		$	1,680		$	1,696
Noninterest income	+5	%	544			516			357			493			327
Total revenue	+9	%	2,609			2,383			2,072			2,173			2,023
Provision for loan losses	-74	%	24			93			40			(98		)	(87		)
Noninterest expense	+4	%	1,649			1,585			1,581			1,649			1,704
Income before income taxes	+33	%	936			705			451			621			407
Income taxes	+46	%	344			236			142			223			143
Net income	+26	%	592			469			309			398			264
Net earnings applicable to common shareholders	+34	%	550			411			247			327			294
Per Common Share
Net earnings – diluted	+31	%	2.60			1.99			1.20			1.68			1.58
Net earnings – basic	+36	%	2.71			2.00			1.20			1.68			1.58
Dividends declared	+57	%	0.44			0.28			0.22			0.16			0.13
Book value 1	+6	%	36.01			34.10			32.67			31.35			29.57
Market price – end			50.83			43.04			27.30			28.51			29.96
Market price – high			52.20			44.15			33.42			33.33			31.40
Market price – low			38.43			19.65			23.72			25.02			21.56
At Year-End
Assets	+5	%	66,288			63,239			59,665			57,203			56,021
Net loans and leases	+5	%	44,780			42,649			40,650			40,064			39,043
Deposits	-1	%	52,621			53,236			50,374			47,848			46,363
Long-term debt	-28	%	383			535			812			1,086			2,263
Federal funds and other short-term borrowings	+502	%	4,976			827			347			244			340
Shareholders’ equity:
Preferred equity	-20	%	566			710			829			1,004			1,004
Common equity	+3	%	7,113			6,924			6,679			6,366			5,461
Performance Ratios
Return on average assets			0.91		%	0.78		%	0.53		%	0.71		%	0.48		%
Return on average common equity			7.7		%	6.0		%	3.8		%	5.4		%	5.7		%
Return on average tangible common equity			9.0		%	7.1		%	4.6		%	6.7		%	7.4		%
Net interest margin			3.45		%	3.37		%	3.19		%	3.26		%	3.36		%
Capital Ratios 1
Equity to assets			11.6		%	12.1		%	12.6		%	12.9		%	11.5		%
Common equity tier 1 (Basel III), tier 1 common (Basel I) 2			12.1		%	12.1		%	12.2		%	11.9		%	10.2		%
Tier 1 leverage 2			10.5		%	11.1		%	11.3		%	11.8		%	10.5		%
Tier 1 risk-based capital 2			13.2		%	13.5		%	14.1		%	14.5		%	12.8		%
Total risk-based capital 2			14.8		%	15.2		%	16.1		%	16.3		%	14.7		%
Tangible common equity			9.3		%	9.5		%	9.6		%	9.5		%	8.0		%
Tangible equity			10.2		%	10.6		%	11.1		%	11.3		%	9.9		%
Selected Information
Weighted average diluted common shares outstanding (in thousands)			209,653			204,269			203,698			192,789			184,297
Company common shares repurchased - from publicly announced plans (in thousands)			7,009			2,889			—			—			—
Common dividend payout ratio			16.05		%	14.04		%	18.30		%	9.56		%	8.20		%
Full-time equivalent employees			10,083			10,057			10,200			10,462			10,452
Commercial banking offices			431			436			450			460			469

¹  At year-end.

²  For 2017, 2016, and 2015, ratios are based on Basel III. For years prior to 2015, ratios are based on Basel I.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT’S DISCUSSION AND ANALYSIS

GAAP to NON-GAAP RECONCILIATIONS

This Form 10-K presents non-GAAP financial measures, in addition to GAAP financial measures, to provide investors with additional information. The adjustments to reconcile from the applicable GAAP financial measures to the non-GAAP financial measures are presented in the following schedules. The Company considers these adjustments to be relevant to ongoing operating results and provide a meaningful base for period-to-period and company-to-company comparisons. These non-GAAP financial measures are used by management to assess the performance and financial position of the Company and for presentations of Company performance to investors. The Company further believes that presenting these non-GAAP financial measures will permit investors to assess the performance of the Company on the same basis as that applied by management.

Non-GAAP financial measures have inherent limitations, and are not required to be uniformly applied by individual entities. Although non-GAAP financial measures are frequently used by stakeholders to evaluate a company, they have limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of results reported under GAAP.

The following are the non-GAAP financial measures presented in this Form 10-K and a discussion of why management uses these non-GAAP measures:

Return on Average Tangible Common Equity – this schedule also includes “net earnings applicable to common shareholders, excluding the effects of the adjustments, net of tax” and “average tangible common equity.” Return on average tangible common equity is a non-GAAP financial measure that management believes provides useful information about the Company’s use of shareholders’ equity. Management believes the use of ratios that utilize tangible equity provides additional useful information because they present measures of those assets that can generate income.

Tangible Equity Ratio, Tangible Common Equity Ratio, and Tangible Book Value per Common Share – this schedule also includes “tangible equity,” “tangible common equity,” and “tangible assets.” Tangible equity ratio, tangible common equity ratio, and tangible book value per common share are non-GAAP financial measures that management believes provides additional useful information about the levels of tangible assets and tangible equity between each other and in relation to outstanding shares of common stock. Management believes the use of ratios that utilize tangible equity provides additional useful information because they present measures of those assets that can generate income.

Efficiency Ratio – this schedule also includes “adjusted noninterest expense,” “taxable-equivalent net interest income,” “adjusted taxable-equivalent revenue,” “pre-provision net revenue (“PPNR”) ,” and “adjusted PPNR.” The methodology of determining the efficiency ratio may differ among companies. Management makes adjustments to exclude certain items as identified in the subsequent schedule which it believes allows for more consistent comparability among periods. Management believes the efficiency ratio provides useful information regarding the cost of generating revenue. Adjusted noninterest expense provides a measure as to how well the Company is managing its expenses, and adjusted PPNR enables management and others to assess the Company’s ability to generate capital to cover credit losses through a credit cycle. Taxable-equivalent net interest income allows management to assess the comparability of revenue arising from both taxable and tax-exempt sources. The efficiency ratio and adjusted noninterest expense are the key metrics to which the Company announced it would hold itself accountable in its June 1, 2015 efficiency initiative, and to which executive compensation is tied.

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Schedule 1

RETURN ON AVERAGE TANGIBLE COMMON EQUITY (NON-GAAP) – ANNUAL

		Year Ended December 31,
(Dollar amounts in millions)		2017			2016			2015
Net earnings applicable to common shareholders (GAAP)		$	550		$	411		$	247
Adjustments, net of tax:
Amortization of core deposit and other intangibles		4			5			6
Net earnings applicable to common shareholders, excluding the effects of the adjustments, net of tax (non-GAAP)	(a)	$	554		$	416		$	253
Average common equity (GAAP)		$	7,148		$	6,915		$	6,581
Average goodwill		(1,014		)	(1,014		)	(1,014		)
Average core deposit and other intangibles		(5		)	(13		)	(21		)
Average tangible common equity (non-GAAP)	(b)	$	6,129		$	5,888		$	5,546
Return on average tangible common equity (non-GAAP)	(a/b)	9.0		%	7.1		%	4.6		%

Schedule 2

TANGIBLE EQUITY (NON-GAAP), TANGIBLE COMMON EQUITY (NON-GAAP), AND TANGIBLE BOOK VALUE PER COMMON SHARE (NON-GAAP)

(Dollar amounts in millions, except per share amounts)		December 31,
		2017			2016			2015
Total shareholders’ equity (GAAP)		$	7,679		$	7,634		$	7,507
Goodwill		(1,014		)	(1,014		)	(1,014		)
Core deposit and other intangibles		(2		)	(8		)	(16		)
Tangible equity (non-GAAP)	(a)	6,663			6,612			6,477
Preferred stock		(566		)	(710		)	(829		)
Tangible common equity (non-GAAP)	(b)	$	6,097		$	5,902		$	5,648
Total assets (GAAP)		$	66,288		$	63,239		$	59,665
Goodwill		(1,014		)	(1,014		)	(1,014		)
Core deposit and other intangibles		(2		)	(8		)	(16		)
Tangible assets (non-GAAP)	(c)	$	65,272		$	62,217		$	58,635
Common shares outstanding (thousands)	(d)	197,532			203,085			204,417
Tangible equity ratio (non-GAAP)	(a/c)	10.2		%	10.6		%	11.0		%
Tangible common equity ratio (non-GAAP)	(b/c)	9.3		%	9.5		%	9.6		%
Tangible book value per common share (non-GAAP)	(b/d)	$30.87			$29.06			$27.63

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Schedule 3

EFFICIENCY RATIO

(Dollar amounts in millions)		2017			2016			2015
Noninterest expense (GAAP)	(a)	$	1,649		$	1,585		$	1,581
Adjustments:
Severance costs		7			5			11
Other real estate expense, net		(1		)	(2		)	(1		)
Provision for unfunded lending commitments		(7		)	(10		)	(6		)
Debt extinguishment cost		—			—			3
Amortization of core deposit and other intangibles		6			8			9
Restructuring costs		4			5			4
Total adjustments	(b)	9			6			20
Adjusted noninterest expense (non-GAAP)	(a-b)=(c)	$	1,640		$	1,579		$	1,561
Net interest income (GAAP)	(d)	$	2,065		$	1,867		$	1,715
Fully taxable-equivalent adjustments	(e)	35			25			18
Taxable-equivalent net interest income (non-GAAP)1	(d+e)=(f)	2,100			1,892			1,733
Noninterest income (GAAP)	(g)	544			516			357
Combined income (non-GAAP)	(f+g)=(h)	2,644			2,408			2,090
Adjustments:
Fair value and nonhedge derivative income (loss)		(2		)	2			—
Securities gains (losses), net		14			7			(127		)
Total adjustments	(i)	12			9			(127		)
Adjusted taxable-equivalent revenue (non-GAAP)	(h-i)=(j)	$	2,632		$	2,399		$	2,217
Pre-provision net revenue (non-GAAP)	(h)-(a)	$	995		$	823		$	509
Adjusted pre-provision net revenue (non-GAAP)	(j-c)	992			820			656
Efficiency ratio (non-GAAP)	(c/j)	62.3		%	65.8		%	70.4		%

Company Overview

Zions Bancorporation (“the Parent”) and its subsidiaries (collectively “the Company,” “Zions,” “we,” “our,” “us”) together comprise a $66 billion financial holding company headquartered in Salt Lake City, Utah.

• As of December 31, 2017, the Company was the 19th largest domestic bank holding company in terms of deposits and is included in the Standard and Poor’s (“S&P”) 500 and NASDAQ Financial 100 indices.

• At December 31, 2017, the Company had banking operations through 433 domestic branches in eleven western states. Additionally, the Company currently has, and continues to develop its digital delivery capabilities. Revenues and profits are primarily derived from commercial customers and the Company also emphasizes mortgage banking, wealth management, municipal finance, and brokerage services.

• The Company is consistently ranked among the best banks in the country to work with by its small and middle-market customers, as measured by the Greenwich Associates annual survey. Since the awards inception in 2009, only three other U.S. banks have consistently received as many Greenwich Excellence Awards as Zions Bancorporation.

• TheCompany consistently wins awards for the best bank within its geography. Examples include the best bank awards given by local newspapers, business journals, or similar publications in Nevada, Arizona, and California: Orange County (four consecutive years) and San Diego County (seven consecutive years).

• The long-term strategy of the Company is driven by key factors that include:

◦ Continuing to execute on our community bank business model by doing business on a “local” basis, with significant local decision making for customer-facing elements of our business including product offerings, marketing, and pricing. We believe this provides a meaningful competitive advantage and an opportunity for growth over larger national banks whose loan and deposit products are often homogeneous. We are actively

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engaged in community events and charitable efforts designed to give back to the people within our communities. In 2017, we believe this local, customized approach led to a strong showing with commercial customers as reflected in the Greenwich Awards referenced earlier, as well as a growth rate of loans that exceeded the domestic commercial banks’ rate by approximately three percentage points.

◦ Achieving even greater efficiencies than currently reflected in our financial statements. We have improved the financial performance of the Company significantly during the past three years and we intend to continue to do so by creating value through the adoption of common practices, automation, and simplification of all of our front, middle and back-office processes.

◦ We expect to achieve continued growth of revenue (net interest income plus noninterest income) in excess of noninterest expense—so-called positive operating leverage—which should result in annual PPNR growth in the high single digit rate and further improvement to the efficiency ratio.

◦ Improving profitability ratios. Improved operating efficiency coupled with low credit costs as experienced in 2017 should lead to improved profitability ratios, such as the return on assets and equity. We expect to maintain or increase the return of shareholders’ equity due to stronger earnings and a lower risk profile than seen in stress testing results just a few years ago.

◦ Maintaining a strong approach to risk management, having meaningfully improved our operational, credit, and financial risk management in the past several years.

◦ Striving to be a “top employer of choice,” which means employees view Zions Bancorporation as one of the best places to work and grow.

• We believe our scale gives us superior access to capital markets, more robust treasury management, and other product capabilities than smaller community banks. Looking forward for the next several years, we believe that digital delivery of products, including mobile banking, online banking and having a core processing system that is robust and prevents outages, is critical to remaining competitive. As such, we are investing a substantial amount to upgrade and replace systems and applications.

• During the past several years we have taken significant actions to improve the Company’s risk profile, which include:

◦ The reduction of an above-average concentration in CRE commitments, and within CRE, the concentration of land development commitments declined from more than 70% of total risk-based capital in 2007, to less than 5% at December 31, 2017;

◦ Numerous changes made to the credit administration organization and processes to facilitate improved data collection on loans and monitoring of potential default and loss risk;

◦ The higher-risk portfolio of collateralized debt obligation securities were sold and replaced with government and government agency securities;

◦ A significant increase in the on-balance sheet storehouse of liquidity with the purchase of moderate duration securities with limited duration extension risk; i.e., management has generally purchased securities that within the context of a rising interest rate environment would not experience interest rate related losses;

◦ The addition of five members of the Board of Directors;

◦ The replacement and upgrade of management information and accounting systems to allow for a more complete view of the Company’s risks and opportunities;

◦ The ongoing evaluation and classification of all known risks into approximately sixty unique risk categories, which are regularly monitored and reported in a process that flows from line-level employees through executive management to the Board of Directors;

◦ The streamlining or elimination of redundant or inefficient processes, and the reduction of unnecessary complexity in product types;

• With the improvement in the risk profile, along with improving profitability, the Company’s capital stress test results have markedly improved within the past few years, and as such, we have increased the return of capital to shareholders including increasing the common dividend from $0.16 per share in 2014 to $0.44 per share in 2017. Additionally, we repurchased $320 million of common stock during 2017. We believe we are carrying

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excess capital, informed primarily by our stress test results, and have indicated that we intend to increase the leverage of the Company at a gradual pace as a result of moderate loan growth combined with total payout ratios generally similar to the current capital plan.

• As part of our ongoing simplification and efficiency efforts, in December 2015, the Company consolidated its various banking charters into a single charter. Additionally, as previously discussed, in November 2017, the Company announced plans to change its structure to consolidate the holding company into the banking entity. This change, if approved by shareholders and regulators, will further reduce duplication of effort and simplify operations. For more information see, “Regulatory relief if proposed restructuring is completed and FSOC application is approved,” on page 15.

RESULTS OF OPERATIONS

Executive Summary

The Company reported net earnings applicable to common shareholders for 2017 of $550 million or $2.60 per diluted common share compared with $411 million or $1.99 per diluted common share for 2016. The improved financial performance reflects revenue growth, continued expense control and improved credit quality, particularly in the oil and gas-related loan portfolio. Net income increased in 2017 primarily due to a $198 million increase in net interest income, from growth in our lending and securities portfolios during the year, and short-term rate increases that positively impacted loan yields. Revenue also experienced a benefit from a $28 million increase related to noninterest income and credit costs, specifically the provision for loan losses, declined $69 million. These increases were partially offset by a $64 million increase in noninterest expense

Performance Relative to Previously Announced Initiatives

Efficiency Initiatives

In June 2015 we announced several initiatives to improve operational and financial performance along with some key financial targets. Our initiatives are designed to improve customer experience, to simplify the corporate structure and operations, and to make the Company a more efficient organization. Following is a brief discussion regarding our performance against these key financial targets:

• Achieve an efficiency ratio in the low 60% range for fiscal year 2017. Our efficiency ratio for 2017 was 62.3%, which met our goal for the year, compared with 65.8% for 2016, representing a 351 bps improvement. Improvements in interest income from securities and loans, partially offset by an increase in adjusted noninterest expense, drove the significant improvement. See “GAAP to Non-GAAP Reconciliations” on page 29 for more information regarding the calculation of the adjusted efficiency ratio and why management uses this non-GAAP measure.

• Maintain adjusted noninterest expense at less than $1.58 billion in 2016, with a modest increase of 2-3% in 2017. We met our target for fiscal year 2016, keeping adjusted noninterest expense to $1.579 billion. In 2017, total adjusted noninterest expense was $1.640 billion. Zions made a $12 million contribution to a charitable foundation in the fourth quarter of 2017, which was related in part to the Tax Cuts and Jobs Act. Excluding the impact of this one-time accelerated contribution, adjusted noninterest expense increased $49 million, or 3%, which was in line with our expectations. Adjusted noninterest expense excludes those same expense items excluded in arriving at the efficiency ratio (see “GAAP to Non-GAAP Reconciliations” on page 29 for more information regarding the calculation of the efficiency ratio).

• Increase returns on tangible common equity to more than ten percent. Returns were 9.0%, 7.1%, and 4.6% for 2017, 2016, and 2015, respectively. Adjusting for the estimated net DTA write-off of $47 million through income tax expense associated with the decrease in the federal income tax rate from the passage of new legislation (see “Income Taxes” on page 45 for more information), and the $12 million charitable contribution, return on tangible common equity for 2017 would have been 9.9%. These year-over-year increases demonstrate our commitment to improving profitability, as we continue to work towards achieving this goal. See “GAAP to Non-GAAP Reconciliations” on page 29 for more information regarding the calculation of the adjusted efficiency ratio and why management uses this non-GAAP measure.

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• Achieve cumulative gross pretax cost savings of $120 million from operational expense initiatives by fiscal year 2017. Savings from technology initiatives, the consolidation of legal charters, and improved operational efficiency across the Company helped us achieve this goal by the end of 2017.

Highlights in 2017

Net interest income, which is more than three-quarters of our revenue, improved by $198 million to $2.1 billion compared with 2016. The average balance of our investment securities portfolio grew $5.4 billion, and the average rate on those securities expanded 9 bps due in part to a change in asset mix. Our average lending portfolio also grew by 3% or $1.4 billion; the average yield on the loan portfolio increased 14 bps, reflecting in part several increases in short-term benchmark rates. Although there was a decrease in the average balance of long-term debt in 2017 of $286 million, this was offset by increased average Federal Home Loan Bank (“FHLB”) and other short-term borrowings, which rose by $3.6 billion. Interest expense increased $40 million compared with 2016, almost entirely driven by the increase in wholesale funding. Interest expense on deposits increased only $10 million on more than $52 billion of average deposits. Some of the same factors that led to an increase in net interest income also resulted in net interest margin (“NIM”) expansion in 2017 relative to 2016, which was 3.45% and 3.37%, respectively.

Adjusted PPNR of $992 million in 2017 was up $172 million from 2016. This increase reflects operating leverage improvement resulting from loan growth and a more profitable average earning assets mix. Adjusted noninterest expense increased to $1.640 billion (or $1.628 billion, if excluding the charitable foundation contribution related to the Tax Cuts and Jobs Act) from $1.579 billion in 2017, however, this was more than offset by improved revenue. PPNR improvements during 2017 have driven an improvement in the Company’s efficiency ratio from 65.8% in 2016 to 62.3% in 2017.

Our lending portfolio grew $2.1 billion based on year-end balances, or 5% during 2017. We have seen widespread growth across most products and geographies, with particular strength in 1-4 family residential, commercial and industrial, and municipal lending. We saw a small decline in our National Real Estate (“NRE”) portfolio, and we actively managed decreases in our oil and gas-related and CRE term portfolios. We are currently comfortable with the concentrations in both the oil and gas-related and CRE term portfolios and we do not expect the attrition trend to continue.

Asset quality has been very favorable during 2017. Credit quality in the oil and gas-related portfolio continues to strengthen and it has remained strong in the rest of the lending portfolio. Overall criticized, classified, and nonaccrual loans declined by $292 million, $444 million, and $127 million, respectively.

We continue to increase the return on- and of-capital. As previously mentioned, the Company’s return on average tangible common equity increased substantially in 2017 relative to 2016. Regarding return of capital, during the year, the Company repurchased 7 million shares of common stock for $320 million. Dividends per common share were $0.44 in 2017, up from $0.28 in 2016. In June, 2017, we announced that the Federal Reserve did not object to the capital actions in the Company’s 2017 capital plan (the binding portion of which spans the timeframe of July 2017 to June 2018). The plan included stepped quarterly common dividend increases, rising to $0.24 per share by the second quarter of 2018, and up to $465 million in common stock repurchases. See “Capital Management” on page 77 for more information regarding the 2018 capital plan.

We announced in 2013 that we had started a project to replace our core loan and deposit banking systems (“Core Transformation Project”). We successfully implemented the first phase of the TCS BαNCS^® core servicing system in mid-2017, replacing our consumer lending system. The second phase is focused on the replacement of our commercial and construction lending systems is expected to be completed in 2019. The replacement of the deposit system is the third phase of the project. As of December 31, 2017, the Company had $148 million of capitalized expenses associated with the Core Transformation Project. BαNCS^® is a real time, parameter-driven servicing system that will provide long-term benefits to the Company by improving accessibility and functionality, allowing our bankers to better serve customers.

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Areas Experiencing Challenges in 2017

Noninterest income from customer-related fees increased approximately 3% in 2017 from the prior year period, which was less than the targeted growth goal. We experienced strength in card activity (credit, debit, merchant), growth in the Company’s trust and wealth management initiatives, and increased foreign currency and derivative transactions made on behalf of customers. This growth was partially offset by a decline in loan sales and servicing income, which was mainly due to fewer sales of residential mortgages and a lower valuation adjustment on our agricultural loan servicing assets accounted for at fair value. We are targeting mid-single digit growth of customer-related fee income.

Noninterest expense increased to $1.649 billion from $1.585 billion in 2016, equivalent to a 4% increase. Adjusting for the one-time charitable contribution mentioned earlier, adjusted noninterest expense increased 3%, which is in line with announced forecasts. Employee costs, including salaries and benefits expenses, were higher in 2017 than in the prior year, partially due to a combination of higher incentive compensation and increased costs in the Company’s benefit plans. Depreciation and amortization expense was higher by $5 million, in part, because we placed into use a newly constructed office building at our Amegy affiliate and as previously mentioned we successfully implemented the first phase of our Core Transformation Project. FDIC premiums increased $13 million over the prior year, due in part to a surcharge assessed to large banks introduced by the FDIC in the third quarter of 2016 with the purpose of recapitalizing the deposit insurance fund.

Areas of Focus for 2018

In 2018, we are focused on the ongoing initiatives related to Company profitability and returns on equity. Major areas of emphasis include the following:

• Achieve positive operating leverage

◦ Maintain annual mid-single digit loan growth rates

◦ Achieve mid-single digit growth rates in customer-related fee income

◦ Maintain strong expense controls: we expect adjusted noninterest expense to increase slightly--a rate of growth in the low single digit percentage range

◦ Annual PPNR growth in the high single digit rate and further improvement to the efficiency ratio

◦ Continue simplification of all aspects of how we do business

• Implement technology upgrade strategies

• Increase the return on and maintain or increase the return of capital

• Continue to execute on our Community Bank Model – doing business on a “local” basis

• Merge the Parent into its bank subsidiary, ZB, N.A.

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Schedule 4

KEY DRIVERS OF PERFORMANCE

2017 COMPARED TO 2016

Driver	2017			2016			Change better/(worse)
	(In billions)
Average net loans and leases	$	43.5		$	42.1		3	%
Average money market investments	1.5			3.7			(59	)
Average total securities	15.7			10.3			52
Average noninterest-bearing deposits	23.8			22.5			6
Average total deposits	52.2			50.6			3
	(In millions)
Net interest income	$	2,065		$	1,867		11	%
Provision for loan losses	24			93			74
Noninterest income	544			516			5
Customer-related fee income 1	485			473			3
Noninterest expense	1,649			1,585			(4	)
Net interest margin	3.45		%	3.37		%	8 bps
Nonaccrual loans 2	414			569			27	%
Ratio of net charge-offs to average loans and leases	0.17		%	0.31		%	14 bps
Ratio of nonperforming lending-related assets to net loans and leases and other real estate owned 2	0.93		%	1.34		%	41 bps
Ratio of total allowance for credit losses to net loans and leases outstanding	1.29		%	1.48		%	19 bps

¹ Includes the following income statement line items: service charges and fees on deposit accounts, other service charges, commissions and fees, wealth management and trust income, capital markets and foreign exchange, and loan sales and servicing income.

² Includes loans held for sale.

Net Interest Income

Net interest income is the difference between interest earned on interest-earning assets and interest paid on interest-bearing liabilities. Taxable-equivalent net interest income is the largest portion of our revenue. For 2017, taxable-equivalent net interest income was $2.1 billion, compared with $1.9 billion and $1.7 billion, in 2016 and 2015, respectively. The tax rate used for calculating all taxable-equivalent adjustments was 35% for all years presented. The increase over 2016, and the previous increase over 2015, were driven by several factors, including a larger average securities portfolio balance, loan growth, and increases in benchmark interest rates that impacted loan yields. We expect the size of the securities portfolio to be relatively stable during the next several quarters, and we are not assuming any further increases in benchmark rates in our forecasts. Therefore, we expect net interest income to increase at a moderate pace in 2018 when compared with 2017.

Net Interest Margin and Interest Rate Spreads in 2017 vs. 2016

The NIM was 3.45% and 3.37% for 2017 and 2016, respectively. Compared with 2016, changes in asset mix resulted in higher securities and loan balances, lower balances in money market investments, and higher balances of wholesale borrowings to fund overall balance sheet growth. Moving funds from money market investments to loans and securities had a positive impact on NIM, while funding balance sheet growth with wholesale borrowings reduced spreads and negatively impacted NIM, although it was accretive to net interest income. The NIM was also positively impacted by several increases in short-term interest rates. Average interest-earning assets increased $4.7 billion from 2016, with average rates improving 14 bps. Average interest-bearing liabilities increased $3.6 billion and average rates increased 8 bps over the same period.

The average loan portfolio increased $1.4 billion, or 3% from 2016, with the majority of growth coming from 1-4 family residential, commercial and industrial, and municipal lending. Yields on average balances increased overall, buoyed by increases of 16 bps and 26 bps in the commercial and CRE portfolios, respectively; yields on average

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consumer balances were relatively flat during 2017. Much of the consumer growth was in consumer 1-4 family residential, where our yields are generally lower than on commercial loans. Benchmark interest rates increased several times beginning in the fourth quarter of 2015, which has had a positive impact on NIM and spreads, as our earning assets generally reprice more quickly than our funding sources. A portion of our variable-rate loans were not affected by these changes primarily due to longer reset frequency, or because a substantial portion of our earning assets are tied to longer-term rates indices, which rates were impacted by a relatively flat yield curve for much of 2017. Additionally, NIM benefited from FDIC-supported loans by approximately 3 bps and 4 bps in 2017 and 2016, respectively. We expect continued strong growth in residential mortgages, with moderate growth in both CRE and commercial and industrial loans.

Average available-for-sale (“AFS”) securities balances increased $5.4 billion during 2017 and yields were also up 17 bps due to the effect of rising interest rates on variable-rate securities, moderation in the amount of prepayments on agency-guaranteed, mortgage-backed securities, and investment in products providing a higher yield than the average portfolio.The purchases were funded by using lower-yielding average money market investments, which were reduced by $2.1 billion, and wholesale borrowing from the FHLB. The investment portfolio has now reached a generally appropriate size relative to the balance sheet.

Average noninterest-bearing demand deposits provided us with low-cost funding and comprised45.6%of average total deposits, which totaled$52.2 billionin 2017, compared with44.4%of average total deposits, which totaled$50.6 billion, for 2016. Average interest-bearing deposits increased only1%in 2017, compared with 2016. Over the past 12 months the Federal Reserve has increased the overnight benchmark Federal Funds rate by 75 bps, while the rate paid on the Company’s interest-bearing deposits increased 3 bps. We have been selectively increasing deposit pricing in certain markets and with certain clients, but we have not generally experienced signific

ant pressure to broadly increase deposit rates. Although we consider a wide variety of sources when determining our funding needs, we benefit from access to deposits from a significant number of small to mid-sized business customers, which provide us with a low cost of funds and have a positive impact on our NIM. Including wholesale borrowings, the rate paid on interest-bearing liabilities increased 8 bps primarily due to borrowings increasing as a percentage of liabilities during 2017.

The average balance of long-term debt decreased$286 millioncompared with 2016, and although the average rate increased 61 bps in the current year, because remaining debt was at a higher average rate than the rate on debt that matured and was available to be called; overall interest expense thereon decreased$13 million. As mentioned previously, the Company has used short-term FHLB borrowings to fund some of its balance sheet growth. Average short-term debt grew$3.6 billionand the rate paid increased 78 bps. Further changes in short-term borrowings will be driven by balancing changes in deposits and loans as we do not foresee significant increases in investment security balances.

The spread on average interest-bearing funds was 3.27% and 3.23% for 2017 and 2016, respectively. The spread on average interest-bearing funds for these periods was affected by the same factors that had an impact on the NIM.

We expect the mix of interest-earning assets to continue to change over the next several quarters due to solid consumer loan growth, accompanied by moderate growth in CRE term loans, and non-oil and gas-related commercial and industrial loans. We anticipate this growth will be partially offset by continued modest reduction in the NRE portfolio.

Interest rate spreads and margin are impacted by the mix of assets we hold, the composition of our loan and securities portfolios and the type of funding used. Assuming no additional increases in the Federal Funds rate, we expect the yield on the securities portfolio to increase slightly, as the cash flow from the portfolio is redeployed into securities with yields that are slightly accretive to the overall portfolio. We expect the yield of the loan portfolio to increase somewhat due to the effects of rising interest rates in late 2017, partially offset by a continued modest change in the mix of the portfolio (increasing concentration in lower-yielding residential mortgages), as well as reduced income from higher-yielding loans purchased from the FDIC in 2009.

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Our estimates of the Company’s interest rate risk position are highly dependent upon a number of assumptions regarding the repricing behavior of various deposit and loan types in response to changes in both short-term and long-term interest rates, balance sheet composition, and other modeling assumptions, as well as the actions of competitors and customers in response to those changes. In addition, our modeled projections for noninterest-bearing demand deposits, which are a substantial portion of our deposit balances, are particularly reliant on assumptions for which there is little historical experience due to the prolonged period of very low interest rates. Further detail on interest rate risk is discussed in “Interest Rate and Market Risk Management” on page 68.

Refer to the “Liquidity Risk Management” section beginning on page 72 for more information on how we manage liquidity risk.

Net Interest Margin and Interest Rate Spreads in 2016 vs. 2015

The NIM was3.37%and3.19%for 2016 and 2015, respectively. Market trends and competitive pricing led to generally flat or lower yields across loans and investments in 2016 compared with 2015. These yield adjustments were offset by changes in the Company’s asset mix, which in 2016 became less concentrated in lower-yielding money market investments, and more focused on higher-yielding agency securities and loans. Further contributing to the improvement was a decline in the Company’s cost of funds, due to higher amounts of noninterest-bearing deposits and tender offers, early calls and maturities of higher-rate debt, including the remaining trust preferred securities.

Average interest-earning assets increased $1.8 billion from 2015, with rates improving 12 bps. Average interest-bearing liabilities increased $769 million and rates decreased 11 bps over the same period.

Our average loan portfolio was $1.9 billion higher during 2016, compared with 2015, although the average interest rate earned on the loan portfolio was 8 bps lower than it was in 2015 due to competitive pricing pressure and depressed interest rates. The larger average loan base generated an additional $45 million of taxable-equivalent interest income during the year. The largest average growth in 2016 was in the CRE portfolio, which also saw the average yield decline by 22 bps. The decline in loan yields occurred as new loans were originated or existing loans reset or were modified. See “Interest Rate and Market Risk Management” on page 68 for further information regarding our interest rate sensitivity.

During 2016 we continued to purchase U.S. agency pass-through securities in order to alter the mix of our interest-earning assets that began in the second half of 2014. The average balance of AFS securities for 2016 increased by $4.4 billion or 84%, compared with 2015, and the average yield was flat at 1.93%. Average balances of money market investments over the same period declined $4.6 billion, with an average yield during 2016 of 0.59%. This asset movement had the largest impact on the improvement in NIM during 2016.

Average noninterest-bearing demand deposits provided us with low cost funding and comprised 44.4% of average total deposits for 2016, compared with 43.9% for 2015. Average interest-bearing deposit balances increased by 3% in 2016 compared with 2015; additionally, the rate paid was flat at 18 bps.

The average balance of long-term debt was $313 million lower for 2016 compared with 2015. The reduced balance was the result of tender offers, early calls and maturities. The average interest rate on long-term debt for 2016 decreased by 157 bps compared with 2015. This was due to the maturity of higher cost long-term debt in the latter part of 2015, which had a greater impact on the average rate during 2016.

The lower cost of funds in 2016, compared with 2015, and improved yields on average interest-earning assets, contributed to the higher NIM and to an improvement in spread from 2.99% in 2015 to 3.23% in 2016.

The following schedule summarizes the average balances, the amount of interest earned or incurred, and the applicable yields for interest-earning assets and the costs of interest-bearing liabilities that generate taxable-equivalent net interest income.

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Schedule 5

DISTRIBUTION OF ASSETS, LIABILITIES, AND SHAREHOLDERS’ EQUITY

AVERAGE BALANCE SHEETS, YIELDS AND RATES

	2017							2016
(Dollar amounts in millions)	Average balance			Amount of interest 1		Average rate		Average balance			Amount of interest 1		Average rate
ASSETS
Money market investments	$	1,539		$	19	1.23	%	$	3,664		$	21	0.59	%
Securities:
Held-to-maturity	776			31		3.95		675			30		4.40
Available-for-sale	14,907			313		2.10		9,546			184		1.93
Trading account	64			2		3.75		83			3		3.76
Total securities	15,747			346		2.20		10,304			217		2.11
Loans held for sale	87			3		3.56		140			5		3.36
Loans and leases 2
Commercial	22,116			964		4.36		21,748			913		4.20
Commercial Real Estate	11,184			504		4.50		11,131			472		4.24
Consumer	10,201			391		3.84		9,183			351		3.83
Total Loans and leases	43,501			1,859		4.27		42,062			1,736		4.13
Total interest-earning assets	60,874			2,227		3.66		56,170			1,979		3.52
Cash and due from banks	786							675
Allowance for loan losses	(548		)					(601		)
Goodwill	1,014							1,014
Core deposit and other intangibles	5							13
Other assets	2,985							2,779
Total assets	$	65,116						$	60,050
LIABILITIES
Interest-bearing deposits:
Saving and money market	$	25,453		39		0.15		$	25,672		37		0.15
Time	2,966			20		0.69		2,333			12		0.49
Foreign	—			—		—		128			—		0.28
Total interest-bearing deposits	28,419			59		0.21		28,133			49		0.18
Borrowed funds:
Federal funds purchased and other short-term borrowings	4,096			44		1.05		456			1		0.27
Long-term debt	417			24		5.79		703			37		5.18
Total borrowed funds	4,513			68		1.49		1,159			38		3.25
Total interest-bearing liabilities	32,932			127		0.38		29,292			87		0.30
Noninterest-bearing deposits	23,781							22,462
Other liabilities	624							625
Total liabilities	57,337							52,379
Shareholders’ equity:
Preferred equity	631							756
Common equity	7,148							6,915
Controlling interest shareholders’ equity	7,779							7,671
Noncontrolling interests	—							—
Total shareholders’ equity	7,779							7,671
Total liabilities and shareholders’ equity	$	65,116						$	60,050
Spread on average interest-bearing funds						3.27							3.23
Taxable-equivalent net interest income and net yield on interest-earning assets				$	2,100	3.45					$	1,892	3.37

¹ Taxable-equivalent rates used where applicable. See “GAAP to Non-GAAP Reconciliations” on page 29 for more information regarding taxable-equivalent net interest income.

² Net of unearned income and fees, net of related costs. Loans include nonaccrual and restructured loans.

39

2015							2014							2013
Average balance			Amount of interest 1		Average rate		Average balance			Amount of interest 1		Average rate		Average balance			Amount of interest 1		Average rate
$	8,252		$	23	0.28	%	$	8,218		$	21	0.26	%	$	8,850		$	23	0.26	%
581			30		5.08		609			32		5.27		762			38		4.91
5,181			100		1.93		3,472			75		2.17		3,107			72		2.32
64			2		3.46		61			2		3.22		32			1		3.29
5,826			132		2.26		4,142			109		2.64		3,901			111		2.84
125			5		3.61		128			5		3.63		147			5		3.64
21,419			903		4.22		21,125			922		4.36		20,186			940		4.65
10,178			454		4.46		10,337			484		4.68		10,386			557		5.36
8,574			334		3.91		8,060			328		4.06		7,537			321		4.25
40,171			1,691		4.21		39,522			1,734		4.39		38,109			1,818		4.77
54,374			1,851		3.40		52,010			1,869		3.59		51,007			1,957		3.84
642							894							1,014
(607		)					(690		)					(830		)
1,014							1,014							1,014
21							31							44
2,601							2,623							2,683
$	58,045						$	55,882						$	54,932
$	24,619		38		0.16		$	23,532		37		0.16		$	22,891		40		0.17
2,274			10		0.43		2,490			12		0.46		2,792			16		0.57
379			1		0.18		642			1		0.18		1,662			3		0.20
27,272			49		0.18		26,664			50		0.19		27,345			59		0.22
235			—		0.14		223			—		0.11		278			—		0.11
1,016			69		6.75		1,803			123		6.82		2,265			186		8.21
1,251			69		5.51		2,026			123		6.09		2,543			186		7.32
28,523			118		0.41		28,690			173		0.60		29,888			245		0.82
21,366							19,610							17,972
592							554							584
50,481							48,854							48,444
983							1,004							1,360
6,581							6,024							5,130
7,564							7,028							6,490
—							—							(2		)
7,564							7,028							6,488
$	58,045						$	55,882						$	54,932
					2.99							2.99							3.02
			$	1,733	3.19					$	1,696	3.26					$	1,712	3.36

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Schedule 6 analyzes the year-to-year changes in net interest income on a fully taxable-equivalent basis for the years indicated. For purposes of calculating the yields in these schedules, the average loan balances also include the principal amounts of nonaccrual and restructured loans. However, interest received on nonaccrual loans is included in income only to the extent that cash payments have been received and not applied to principal reductions. In addition, interest on restructured loans is generally accrued at reduced rates.

Schedule 6

ANALYSIS OF INTEREST CHANGES DUE TO VOLUME AND RATE

	2017 over 2016									2016 over 2015
	Changes due to						Total changes			Changes due to						Total changes
(In millions)	Volume			Rate1						Volume			Rate1
INTEREST-EARNING ASSETS
Money market investments	$	(12	)	$	10		$	(2	)	$	(13	)	$	11		$	(2	)
Securities:
Held-to-maturity	4			(3		)	1			4			(4		)	—
Available-for-sale	111			18			129			84			—			84
Trading account	(1		)	—			(1		)	1			—			1
Total securities	114			15			129			89			(4		)	85
Loans held for sale	(2		)	—			(2		)	1			—			1
Loans and leases2
Commercial	16			35			51			13			(3		)	10
Commercial Real Estate	2			30			32			40			(22		)	18
Consumer	38			2			40			23			(6		)	17
Total loans and leases	56			67			123			76			(31		)	45
Total interest-earning assets	156			92			248			153			(24		)	129
INTEREST-BEARING LIABILITIES
Interest-bearing deposits:
Saving and money market	—			2			2			—			(1		)	(1		)
Time	3			5			8			—			2			2
Foreign	—			—			—			(1		)	—			(1		)
Total interest-bearing deposits	3			7			10			(1		)	1			—
Borrowed funds:
Federal funds purchased and other short-term borrowings	31			12			43			1			—			1
Long-term debt	(15		)	2			(13		)	(16		)	(16		)	(32		)
Total borrowed funds	16			14			30			(15		)	(16		)	(31		)
Total interest-bearing liabilities	19			21			40			(16		)	(15		)	(31		)
Change in taxable-equivalent net interest income	$	137		$	71		$	208		$	169		$	(9	)	$	160

¹ Taxable-equivalent rates used where applicable.

² Net of unearned income and fees, net of related costs. Loans include nonaccrual and restructured loans.

In the analysis of interest changes due to volume and rate, changes due to the volume/rate variance are allocated to volume with the following exceptions: when volume and rate both increase, the variance is allocated proportionately to both volume and rate; when the rate increases and volume decreases, the variance is allocated to rate.

Provision for Credit Losses

The provision for credit losses is the combination of both the provision for loan losses and the provision for unfunded lending commitments. The provision for loan losses is the amount of expense that, in our judgment, is required to maintain the ALLL at an adequate level based on the inherent risks in the loan portfolio. The provision for unfunded lending commitments is used to maintain the reserve for unfunded lending commitments (“RULC”) at an adequate level based on the inherent risks associated with such commitments. In determining adequate levels of the ALLL and RULC, we perform periodic evaluations of our various loan portfolios, the levels of actual charge-

41

offs, credit trends, and external factors. See Note 6of the Notes to Consolidated Financial Statements and “Credit Risk Management” on page 56 for more information on how we determine the appropriate level for the ALLL and the RULC.

The provision for loan losses was $24 million in 2017, compared with $93 million in 2016. Credit quality was strong throughout 2017, with significant improvement in the oil and gas-related portfolio. Classified and nonaccrual loans in the total portfolio declined by $444 million and $127 million, respectively. Net charge-offs totaled $73 million in 2017, compared with $132 million in the prior year. These improvements in both credit quality and net charge-offs resulted in the lower provision. The Company has roughly $8 billion of loan balances in the geographic area impacted by Hurricane Harvey. During the third quarter of 2017, we added a qualitative allowance of $34 million based on multiple top-down and bottom-up analyses to estimate potential losses. During the fourth quarter, subsequent analysis indicated our losses may not be as large as we first believed and we released roughly one-third of the associated allowance.

The provision for unfunded lending commitments was $(7) million in 2017, compared with $(10) million in 2016. The negative provision in 2016 was primarily due to improved credit quality assessments related to these obligations for credits outside the oil and gas-related portfolio along with declining oil and gas-related exposure. In 2017, improved credit quality, especially in the oil and gas-related portfolio, resulted in a further release of the RULC. From quarter to quarter, the provision for unfunded lending commitments may be subject to sizable fluctuations due to changes in the timing and volume of loan commitments, originations, fundings, and changes in credit quality.

The allowance for credit losses (“ACL”), which is the combination of both the ALLL and the RULC, decreased by $56 million during 2017. Even with loan growth and the above-mentioned hurricane impact, strong credit quality and decreased net charge-offs in the total loan portfolio were responsible for much of this reduction. Further, declining oil and gas-related exposure and increasing non-oil and gas-related commercial and industrial and 1-4 family residential mortgage exposure improved the risk profile of the portfolio.

Noninterest Income

Noninterest income represents revenues we earn for products and services that have no associated interest rate or yield. For 2017, noninterest income was $544 million compared with $516 million in 2016 and $357 million in 2015. We believe a subtotal of customer-related fees provides a better view of income over which we have more direct control. It excludes items such as dividends, insurance-related income, mark-to-market adjustments on certain derivatives, and securities gains and losses.

Schedule 7 presents a comparison of the major components of noninterest income for the past three years.

Schedule 7

NONINTEREST INCOME

(Dollar amounts in millions)	2017		Percent change		2016		Percent change		2015
Service charges and fees on deposit accounts	$	171	—	%	$	171	2	%	$	168
Other service charges, commissions and fees	217		4		208		11		187
Wealth management and trust income	42		14		37		19		31
Loan sales and servicing income	25		(29	)	35		13		31
Capital markets and foreign exchange	30		36		22		(15	)	26
Customer-related fees	485		3		473		7		443
Dividends and other investment income	40		67		24		(20	)	30
Securities gains (losses), net	14		100		7		106		(127		)
Other	5		(58	)	12		9		11
Total noninterest income	$	544	5		$	516	45		$	357

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Other service charges, commissions and fees, which are comprised of ATM fees, insurance commissions, bankcard merchant fees, debit and credit card interchange fees, cash management fees, and other miscellaneous fees, increased by $9 million compared with 2016. The increase relates mainly to higher credit card interchange fees and exchange and other fees. In 2016, other service charges, commissions and fees increased by $21 million compared with 2015. The increase was primarily a result of the same items mentioned previously, as well as fees generated on sales of interest rate swaps to clients.

During the first quarter of 2016, we reclassified bankcard rewards expense from noninterest expense into noninterest income in order to offset the associated revenue from interchange fees to align with industry practice. This reclassification within other service charges, commission and fees lowered noninterest income in the first quarter of 2016 and also decreased other noninterest expense by the same amount. For comparative purposes, we also reclassified prior period amounts. This reclassification had no impact on net income.

Wealth management and trust income increased by $5 million. The change was due to trust income, with improvement in both corporate and personal trust revenue due to platform and product simplifications. Wealth management and trust income increased $6 million between 2016 and 2015 for the same reasons.

Dividends and other investment income increased $16 million, primarily due to $14 million of gains across many of our cost and equity method investments. After consolidating seven banking charters into one in December 2015, our stock ownership with the FHLB system has decreased significantly and dividends thereon have also fallen. Due to increased use of FHLB borrowing during 2017, the Company has purchased FHLB activity stock as needed; however, the dividends received have not equaled the level seen prior to 2016. The consolidation also caused an increase in the Company’s ownership of Federal Reserve stock. Dividends on FRB stock were relatively flat between 2017 and 2016.

Loan sales and servicing income decreased $10 million in 2017, compared with 2016. During 2017, we ceased selling servicing-released mortgage loans to Freddie Mac, and therefore no longer received the associated servicing premiums for doing so, which decreased income by $11 million. In general, servicing income increased slightly in 2017. We also had particularly large valuation gains during 2016 on agricultural loan servicing assets accounted for at fair value, which did not repeat to the same extent in the current year. Loan sales and servicing income increased $4 million in 2016, compared with 2015, due mainly to these valuation gains on servicing assets.

Noninterest Expense

Noninterest expense increased by $64 million or 4% to $1,649 million in 2017, compared with $1,585 million in 2016 and $1,581 million in 2015. Excluding the effect of a charitable foundation contribution of $12 million related to the Tax Cuts and Jobs Act, noninterest expense increased in line with communicated forecasts. The Company remains focused on expense control efforts, while we continue to invest in our technology initiatives. Employee expenses were up, partially due to a combination of higher incentive compensation in 2017 as a result of improved Company performance and increased costs in the Company’s benefit plans. Expenses increased only $4 million between 2016 and 2015, with few major fluctuations in any category.

Schedule 8 presents a comparison of the major components of noninterest expense for the past three years.

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Schedule 8

NONINTEREST EXPENSE

(Dollar amounts in millions)	2017			Percent change		2016			Percent change		2015
Salaries and employee benefits	$	1,011		3	%	$	983		1	%	$	973
Occupancy, net	129			3		125			4		120
Furniture, equipment and software	130			4		125			2		123
Other real estate expense	(1		)	(50	)	(2		)	100		(1		)
Credit-related expense	29			12		26			(10	)	29
Provision for unfunded lending commitments	(7		)	(30	)	(10		)	67		(6		)
Professional and legal services	54			(2	)	55			10		50
Advertising	22			—		22			(12	)	25
FDIC premiums	53			33		40			18		34
Amortization of core deposit and other intangibles	6			(25	)	8			(11	)	9
Other	223			5		213			(5	)	225
Total noninterest expense	$	1,649		4		$	1,585		—		$	1,581

Salaries and employee benefits increased by $28 million, or 3%, in 2017, compared with 2016, as illustrated in Schedule 9. Base salaries were up in 2017, as employee salary expense rose roughly in line with inflation. Employee bonuses were up, partially due to lower incentive compensation for management in 2016 and larger commission expense in the current year. Benefits expense increased $9 million, or 6%, in 2017, primarily due to higher costs in the Company’s self-funded medical plans and an increase in profit sharing expense. Salaries and employee benefits increased by $10 million, or 1%, in 2016, compared with 2015 due to several reasons. Our investment in major systems projects led to headcount increases in more highly compensated roles, we had higher costs in our medical plans and also higher-than-expected retirement expense due to several large lump-sum payouts during the year.

Schedule 9

SALARIES AND EMPLOYEE BENEFITS

(Dollar amounts in millions)	2017		Percent change		2016		Percent change		2015
Salaries and bonuses	$	851	2	%	$	832	—	%	$	829
Employee benefits:
Employee health and insurance	69		11		62		7		58
Retirement	41		14		36		9		33
Payroll taxes and other	50		(6	)	53		—		53
Total benefits	160		6		151		5		144
Total salaries and employee benefits	$	1,011	3		$	983	1		$	973
Full-time equivalent employees at December 31	10,083		—		10,057		(1	)	10,200

Occupancy expense was up $4 million in 2017. We placed a newly constructed office building into operation during the first quarter and depreciation expense was consequently higher than in 2016. Rental income was higher in the current year because we are leasing space to tenants, but other costs surrounding the building implementation offset this benefit. Expense increased $5 million, or 4% in 2016 compared with 2015. The increase was due to a combination of small items including higher rent expense, lease depreciation, and building security.

During 2017, we successfully implemented the first release of the TCS BαNCS^® core servicing system. Furniture and equipment expense increased $5 million in 2017 mainly due to amortization of capitalized software. Expense was relatively flat between 2016 and 2015.

44

FDIC premiums were $53 million, $40 million, and $34 million, in 2017, 2016, and 2015, respectively. Increases were due to higher deposit bases in each of the years and the FDIC’s increase in deposit insurance assessments that occurred in the third quarter of 2016. These increases were somewhat offset by a reduction in the Company’s overall rate resulting from the consolidation of the individual bank charters and the Bank’s lower risk profile.

Other noninterest expense was $223 million in 2017, compared with $213 million in 2016 and $225 million in 2015. The increase in 2017 was mainly due to the one-time charitable contribution made at the end of the year. The main driver for lower expense in 2016, compared with 2015, was lower levels of legal related expense.

In 2016, we held adjusted noninterest expense below $1.58 billion, and expected an increase of between 2% and 3% in 2017. Excluding the impact of the previously discussed one-time charitable contribution of $12 million, the actual increase in adjusted noninterest expense was 3%, which was in line with our forecast. The expense items we exclude from noninterest expense to arrive at adjusted noninterest expense are the same as those excluded in arriving at the efficiency ratio (see “GAAP to Non-GAAP Reconciliations” on page 29 for more information regarding the calculation of the efficiency ratio).

Income Taxes

Income tax expense was $344 million in 2017, $236 million in 2016, and $142 million in 2015. Our effective income tax rates, including the effects of noncontrolling interests, were 36.8% in 2017, 33.5% in 2016, and 31.5% in 2015. The tax expense rates for all tax years were reduced by nontaxable municipal interest income and nontaxable income from certain bank-owned life insurance. The tax rate in 2017 was further impacted by the following items:

• Reevaluation of state tax positions that resulted in a one-time $18 million benefit.

• Excess tax benefit of $9 million from the implementation of new accounting guidance related to share-based compensation.

• Estimated net DTA write-off of $47 million through income tax expense associated with the decrease in the federal income tax rate from the passage of new legislation.

Further, the tax rate in 2015 decreased significantly as a result of the Company’s investments in alternative energy and technology initiatives. The Company continued to invest in technology initiatives and increased investment in municipal securities during 2016 and 2017, generating tax credits and nontaxable income that benefited the tax rate each year.

On December 22, 2017, H.R. 1, known as the Tax Cuts and Jobs Act (“the Act”), was signed into law. The Act makes significant changes to the U.S. Internal Revenue Code of 1986, including a decrease in the current corporate federal income tax rate to 21% from 35%, effective January 1, 2018. As stated above, the estimated provisional impact of the Act on the net DTA resulted in a non-cash charge of $47 million through income tax expense. The Company anticipates that additional adjustments to net DTA and income tax expense may be made in 2018 as deferred tax estimates are finalized for inclusion in the 2017 federal and state tax returns to be filed, consistent with the measurement period afforded by SEC Staff Accounting Bulletin No. 118 (“SAB 118”).

We had a net DTA balance of $93 million at December 31, 2017, compared with $250 million at December 31, 2016. The decrease in the net DTA resulted primarily from the reduction in the federal income tax rate from the Act, accelerated tax deductions on certain technology initiatives and depreciable property, the payment of deferred compensation, and a decrease in the allowance for loan losses. A decrease in deferred tax liabilities during 2017, which related primarily to the deferred gain on a prior period debt exchange, offset some of the overall net decrease.

We did not record any additional valuation allowance for GAAP purposes as of December 31, 2017. See Note 18 of the Notes to Consolidated Financial Statements and “Critical Accounting Policies and Significant Estimates” on page 80 for additional information.

45

Preferred Stock Dividends and Redemption

In 2017 we incurred preferred stock dividends of $40 million, a decrease of $8 million from 2016. In 2016 we incurred preferred stock dividends of $48 million, a decrease of $14 million from 2015. We completed a tender offer in the fourth quarter of 2015 to purchase $176 million of our Series I preferred stock. We also completed tender offers of $144 million of Series F, and $118 million of Series I, J, and G in the second quarters of 2017, and 2016, respectively. Preferred dividends are expected to be $8 million in the first and third quarters of 2018, and $10 million in the second and fourth quarters of 2018. See further details in Note 13 of the Notes to Consolidated Financial Statements.

BUSINESS SEGMENT RESULTS

Following the close of business on December 31, 2015, we completed the merger of our subsidiary banks with Zions First National Bank. Subsequently, Zions First National Bank changed its legal name to ZB, National Association. We continue to manage our banking operations under our existing brand names and business segments, including Zions Bank, Amegy Bank, California Bank & Trust, National Bank of Arizona, Nevada State Bank, Vectra Bank Colorado, and The Commerce Bank of Washington. Performance assessment and resource allocation are based upon this geographical structure.

As discussed in the “Executive Summary” on page 33, most of the lending and other decisions affecting customers are made at the local level. The accounting policies of the individual segments are the same as those of the Company. We allocate the cost of centrally provided services to the business segments based upon estimated or actual usage of those services. Due to the charter consolidation, we have moved to an internal Funds Transfer Pricing allocation system to report results of operations for business segments. This process continues to be refined.

The operating segment identified as “Other” includes the Parent, certain nonbank financial service subsidiaries, centralized back-office functions, and eliminations of transactions between segments. The Parent’s operations are significant to the Other segment. See Note 20 of the Notes to Consolidated Financial Statements contains for more information on the Other segment. The Company’s net interest income is substantially affected by the Parent’s interest expense on long-term debt. The Parent’s financial statements in Note 22 of the Notes to Consolidated Financial Statements provide more information about the Parent’s activities. We have announced our intention to merge the parent company into ZB, N.A. The merger is not expected to have an impact to the results of the Other operating segment.

During 2017, our banking operations experienced improved financial performance. Common areas of financial performance experienced at various levels of the segments include:

• increased loan balances across almost all geographies;

• improvements in credit quality resulted in reductions of the ALLL; and

• growth in customer deposit balances across almost all segments.

46

Schedule 10

SELECTED SEGMENT INFORMATION

(Dollar amounts in millions)	Zions Bank									Amegy									CB&T
	2017			2016			2015			2017			2016			2015			2017			2016			2015
KEY FINANCIAL INFORMATION
Total average loans	$	12,481		$	12,538		$	12,118		$	11,021		$	10,595		$	10,148		$	9,539		$	9,211		$	8,556
Total average deposits	15,986			15,991			15,688			11,096			11,130			11,495			11,030			10,827			10,063
Income before income taxes	346			371			275			240			94			44			257			220			150
CREDIT QUALITY
Provision for loan losses	$	19		$	(22	)	$	(28	)	$	25		$	163		$	91		$	(5	)	$	(9	)	$	(4	)
Net loan and lease charge-offs	34			13			10			41			123			22			1			(1		)	10
Ratio of net charge-offs to average loans and leases	0.27		%	0.11		%	0.09		%	0.37		%	1.16		%	0.22		%	0.01		%	(0.01		)%	0.12		%
Allowance for loan losses	$	130		$	145		$	180		$	247		$	263		$	223		$	69		$	74		$	81
Ratio of allowance for loan losses to net loans and leases, at year-end	1.04		%	1.15		%	1.47		%	2.17		%	2.49		%	2.20		%	0.69		%	0.79		%	0.92		%
Nonperforming lending-related assets	$	85		$	105		$	109		$	236		$	360		$	116		$	47		$	42		$	42
Ratio of nonperforming lending-related assets to net loans and leases and other real estate owned	0.68		%	0.83		%	0.89		%	2.07		%	3.39		%	1.14		%	0.47		%	0.45		%	0.48		%
Accruing loans past due 90 days or more	$	11		$	10		$	4		$	1		$	7		$	3		$	9		$	19		$	24
Ratio of accruing loans past due 90 days or more to net loans and leases	0.09		%	0.08		%	0.04		%	0.01		%	0.06		%	0.02		%	0.09		%	0.20		%	0.27		%

(Dollar amounts in millions)	NBAZ									NSB									Vectra									TCBW
	2017			2016			2015			2017			2016			2015			2017			2016			2015			2017			2016			2015
KEY FINANCIAL INFORMATION
Total average loans	$	4,267		$	4,086		$	3,811		$	2,357		$	2,284		$	2,344		$	2,644		$	2,469		$	2,400		$	926		$	791		$	707
Total average deposits	4,762			4,576			4,311			4,254			4,137			3,891			2,756			2,720			2,792			1,107			1,007			879
Income before income taxes	106			89			47			46			52			27			49			54			19			29			24			18
CREDIT QUALITY
Provision for loan losses	$	(8	)	$	(3	)	$	8		$	(11	)	$	(28	)	$	(28	)	$	1		$	(8	)	$	5		$	2		$	—		$	(3	)
Net loan and lease charge-offs	(2		)	—			10			(3		)	(5		)	(17		)	2			—			4			—			—			—
Ratio of net charge-offs to average loans and leases	(0.04		)%	—		%	0.26		%	(0.13		)%	(0.21		)%	(0.74		)%	0.09		%	0.01		%	0.16		%	0.02		%	0.02		%	(0.05		)%
Allowance for loan losses	$	28		$	35		$	38		$	11		$	19		$	43		$	24		$	25		$	33		$	9		$	7		$	8
Ratio of allowance for loan losses to net loans and leases, at year-end	0.63		%	0.81		%	0.97		%	0.48		%	0.81		%	1.87		%	0.87		%	0.99		%	1.34		%	0.83		%	0.83		%	1.08		%
Nonperforming lending-related assets	$	17		$	31		$	47		$	17		$	20		$	19		$	10		$	15		$	23		$	6		$	—		$	1
Ratio of nonperforming lending-related assets to net loans and leases and other real estate owned	0.39		%	0.73		%	1.20		%	0.73		%	0.84		%	0.84		%	0.35		%	0.59		%	0.92		%	0.56		%	0.02		%	0.18		%
Accruing loans past due 90 days or more	$	1		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	1		$	—		$	—		$	—
Ratio of accruing loans past due 90 days or more to net loans and leases	0.02		%	—		%	—		%	—		%	—		%	—		%	—		%	0.01		%	0.04		%	—		%	—		%	—		%

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Zions Bank

Zions Bank is headquartered in Salt Lake City, Utah, and is primarily responsible for conducting operations in Utah, Idaho, and Wyoming. If it were a separately chartered bank, it would be the 2^nd largest full-service commercial bank in Utah and the 4^th largest in Idaho, as measured by domestic deposits in these states.

Within Zions Bank, the NRE group is a wholesale business that generally sources loans from other community banks across the country. Such loans are generally low loan-to-value owner-occupied loans, but also include non-owner-occupied CRE term loans.

Zions Bank’s income before income taxes decreased by $25 million, or 7%, during 2017 primarily as a result of an increase in the provision for loan losses. The loan portfolio decreased by $92 million during 2017, which consisted of a decrease of $284 million in commercial loans and increases of $111 million and $81 million in CRE and consumer loans, respectively. Within commercial lending, commercial owner-occupied loans decreased by $128 million, which was mainly the result of a reduction in the NRE loan portfolio. The ratio of allowance for loan losses to net loans and leases decreased to 1.04% at December 31, 2017 from 1.15% at December 31, 2016. Nonperforming lending-related assets declined 19% from the prior year due primarily to decreases in nonaccrual loans in the commercial and industrial portfolio. Deposits decreased 4% from 2016 to 2017.

Amegy Bank

Amegy Bank is headquartered in Houston, Texas. If it were a separately chartered bank, it would be the 8^th largest full-service commercial bank in Texas as measured by domestic deposits in the state.

Amegy’s income before income taxes increased by $146 million, or 155%, during 2017. The increase in income before income taxes is mainly due to a $138 million decrease in the provision for loan losses. Amegy has been able to achieve loan portfolio growth, resulting in an $835 million increase from the prior year. During 2017, CRE loans decreased by $64 million and commercial and consumer loans increased by $395 million, and $504 million, respectively. The credit quality of Amegy’s loan portfolio improved during 2017, mainly due to improvements in the oil and gas-related portfolio; the ratio of the ALLL to net loans and leases decreased to 2.17% at December 31, 2017 from 2.49% a year earlier. During 2017, nonperforming lending-related assets decreased $124 million, or 34%. Deposits decreased by 8% from 2016 to 2017.

California Bank & Trust

California Bank & Trust is headquartered in San Diego, California. If it were a separately chartered bank, it would be the 15^th largest full-service commercial bank in California as measured by domestic deposits. Its core business is built on relationship banking by providing commercial, real estate and consumer lending, depository services, international banking, cash management, and community development services.

CB&T’s income before income taxes increased by $37 million, or 17%, during 2017 primarily from an increase in net interest income due to loan growth. CB&T’s loan portfolio increased by $581 million in 2017 from the prior year. During 2017, CRE loans decreased by $212 million and commercial and consumer loans increased by $710 million, and $83 million, respectively. The credit quality of CB&T’s loan portfolio continues to be strong, and the ratio of ALLL to net loans and leases declined to 0.69% at December 31, 2017 from 0.79% a year earlier. Deposits increased by 3% from 2016 to 2017.

National Bank of Arizona

National Bank of Arizona is headquartered in Phoenix, Arizona. If it were a separately chartered bank, it would be the 5^th largest full-service commercial bank in Arizona as measured by domestic deposits in the state.

NBAZ’s income before income taxes increased by $17 million, or 19%, during 2017 due to a $5 million improvement in the provision for loan losses, in addition to increased net interest income from loan growth and improved fee revenue. The loan portfolio increased during 2017 by $144 million, driven by a $206 million increase in commercial loans and a $51 million increase in consumer loans, partially offset by a decrease of $113 million in CRE loans. The credit quality of NBAZ’s loan portfolio continues to improve, and the ratio of ALLL to net loans

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and leases declined to 0.63% at December 31, 2017 from 0.81% a year earlier. Deposits increased by 2% from 2016 to 2017.

Nevada State Bank

Nevada State Bank is headquartered in Las Vegas, Nevada. If it were a separately chartered bank, it would be the 4^th largest full-service commercial bank in Nevada as measured by domestic deposits in the state. NSB focuses on serving small and mid-sized businesses as well as retail consumers, with an emphasis on relationship banking.

In 2017, NSB’s income before income taxes decreased by $6 million, or 12%, primarily as a result of the change in the provision for loan losses. NSB’s loans increased by $12 million during 2017, including an increase of $70 million in commercial loans, and $23 million in consumer loans, partially offset by a decrease of $81 million in CRE. The credit quality of NSB’s loan portfolio remained strong, and the ratio of the ALLL to net loans and leases was 0.48% and 0.81% at December 31, 2017 and 2016, respectively. Nonperforming lending-related assets decreased 15% from the prior year. Deposits decreased by 1% from 2016 to 2017.

Vectra Bank Colorado

Vectra Bank Colorado is headquartered in Denver, Colorado. If it were a separately a chartered bank, it would be the 10^th largest full-service commercial bank in Colorado as measured by domestic deposits in the state.

In 2017, Vectra’s income before income taxes decreased by $5 million, or 9%. Small improvements in net interest income and noninterest income were partially offset by an increase in the provision for loan losses. During 2017, total loans increased by $242 million, including $126 million in commercial loans, $68 million in consumer loans, and $48 million in CRE loans. The credit quality of Vectra’s loan portfolio was strong, and the ratio of ALLL to net loans and leases decreased to 0.87% at December 31, 2017 from 0.99% a year earlier. Deposits decreased by 4% from 2016 to 2017.

The Commerce Bank of Washington

The Commerce Bank of Washington is headquartered in Seattle, Washington. It operates in Washington under The Commerce Bank of Washington name and in Portland, Oregon, under The Commerce Bank of Oregon name. Its business strategy focuses on serving the financial needs of commercial businesses, including professional services firms. TCBW has been successful in serving the greater Seattle/Puget Sound and Portland regions without requiring extensive investments in a traditional branch network. It has been innovative in effectively utilizing couriers, bank by mail, remote deposit image capture, and other technologies.

TCBW’s income before income taxes increased $5 million, or 21%, during 2017. The loan portfolio increased by $164 million, including increases of $42 million in commercial loans, $94 million in CRE loans and $28 million in consumer loans. Nonperforming lending-related assets increased $6 million, and the ratio of ALLL to net loans and leases was at 0.83% in 2017 and 2016. Deposits decreased by 5% from 2016 to 2017.

BALANCE SHEET ANALYSIS

Interest-Earning Assets

Interest-earning assets are those assets that have interest rates or yields associated with them. One of our goals is to maintain a high level of interest-earning assets relative to total assets while keeping nonearning assets at a minimum. Interest-earning assets consist of money market investments, securities, loans, and leases.

Schedule 5,which we referenced in our discussion of net interest income, includes the average balances of our interest-earning assets, the amount of revenue generated by them, and their respective yields. Another goal is to maintain a higher-yielding mix of interest-earning assets, such as loans, relative to lower-yielding assets, while maintaining adequate levels of highly liquid assets. As a result of this goal we redeployed funds from lower-yielding money market investments, in addition to using wholesale borrowings, to purchase agency securities.

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Average interest-earning assets were $60.9 billion in 2017 compared with $56.2 billion in the previous year. Average interest-earning assets as a percentage of total average assets were 93.5% in both 2017 and 2016.

Average loans were $43.5 billion in 2017 and $42.1 billion in 2016. Average loans as a percentage of total average assets were 66.8% in 2017 compared with 70.0% in 2016.

Average money market investments, consisting of interest-bearing deposits and federal funds sold and security resell agreements, decreased by 58% to $1.5 billion in 2017 compared with $3.7 billion in 2016. Average securities increased by 53% from 2016. Average total deposits increased by 3%; average total loans also increased by 3% in 2017 when compared with 2016.

AVERAGE OUTSTANDING LOANS AND DEPOSITS

(at December 31)

Investment Securities Portfolio

We invest in securities to actively manage liquidity and interest rate risk, in addition to generating revenue for the Company. Refer to the “Liquidity Risk Management” section on page 72 for additional information on management of liquidity and funding and compliance with Basel III and LCR requirements. The following schedule presents a profile of our investment securities portfolio. The amortized cost amounts represent the original cost of the investments, adjusted for related accumulated amortization or accretion of any yield adjustments, and for impairment losses, including credit-related impairment. The estimated fair value measurement levels and methodology are discussed in Note 3of the Notes to Consolidated Financial Statements.

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Schedule 11

INVESTMENT SECURITIES PORTFOLIO

	December 31, 2017						December 31, 2016
(In millions)	Par Value		Amortized cost		Estimated fair value		Par Value		Amortized cost		Estimated fair value
Held-to-maturity
Municipal securities	$	771	$	770	$	762	$	868	$	868	$	850
Available-for-sale
U.S. Treasury securities	25		25		25		—		—		—
U.S. Government agencies and corporations:
Agency securities	1,830		1,830		1,818		1,847		1,846		1,839
Agency guaranteed mortgage-backed securities	9,605		9,798		9,666		7,745		7,986		7,883
Small Business Administration loan-backed securities	2,007		2,227		2,222		2,066		2,298		2,288
Municipal securities	1,193		1,336		1,334		1,048		1,182		1,154
Other	25		25		24		25		25		24
Total available-for-sale debt securities	14,685		15,241		15,089		12,731		13,337		13,188
Money market mutual funds and other	72		72		72		184		184		184
Total available-for-sale	14,757		15,313		15,161		12,915		13,521		13,372
Total investment securities	$	15,528	$	16,083	$	15,923	$	13,783	$	14,389	$	14,222

The amortized cost of investment securities at December 31, 2017 increased by 12% from the balance at December 31, 2016, primarily due to purchases of agency guaranteed mortgage-backed securities.

The investment securities portfolio includes $555 million of net premium that is distributed across various asset classes as illustrated in the preceding schedule. The purchase premiums and discounts for both held-to-maturity (“HTM”) and AFS securities are amortized and accreted at a constant effective yield to the contractual maturity date and no assumption is made concerning prepayments. As principal prepayments occur, the portion of the unamortized premium or discount associated with the principal reduction is recognized as interest income in the period the principal is reduced. Premium amortization for 2017 was approximately $125 million, compared with approximately $99 million in 2016, reducing the yield on securities in those years by 92 and 109 bps, respectively. The increased premium amortization is due to both an increased amount of agency guaranteed mortgage-backed securities and SBA loan-backed securities and changes in actual prepayment rates of underlying loans.

As of December 31, 2017, under the GAAP fair value accounting hierarchy, 1% of the $15.2 billion fair value of the AFS securities portfolio was valued at Level 1, 99% was valued at Level 2, and there were no Level 3 AFS securities. At December 31, 2016, 1% of the $13.4 billion fair value of AFS securities portfolio was valued at Level 1, 99% was valued at Level 2, and there were no Level 3 AFS securities. See Note 3 of the Notes to Consolidated Financial Statements for further discussion of fair value accounting.

Schedule 12 presents the maturities of the different types of investments that we owned and the corresponding average yields as of December 31, 2017 based on amortized cost. Expected maturities, rather than contractual maturities, are shown for SBA securities, agency guaranteed mortgage-backed securities, and certain agency and municipal securities. See “Liquidity Risk Management” on page 72 and Notes 1, 5 and 7 of the Notes to Consolidated Financial Statements for additional information about our investment securities and their management.

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Schedule 12

MATURITIES AND AVERAGE YIELDS ON SECURITIES

At December 31, 2017

	Total securities				Within one year				After one but within five years				After five but within ten years				After ten years
(Dollar amounts in millions)	Amount		Yield1		Amount		Yield1		Amount		Yield1		Amount		Yield1		Amount		Yield1
Held-to-maturity
Municipal securities	$	770	4.0	%	$	180	3.4	%	$	372	3.9	%	$	159	4.8	%	$	59	4.7	%
Available-for-sale
U.S. Treasury securities	25		1.3		25		1.3		—				—				—
U.S. Government agencies and corporations:
Agency securities	1,830		2.1		550		1.3		287		2.5		777		2.3		216		2.5
Agency guaranteed mortgage-backed securities	9,798		2.0		1,509		2.0		3,997		2.0		2,566		2.0		1,726		2.1
Small Business Administration loan-backed securities	2,227		3.0		230		2.9		699		3.0		588		2.9		710		3.1
Municipal securities	1,336		3.0		185		3.0		744		2.9		400		3.3		7		3.4
Other	25		6.2		—				—				—				25		6.2
Total available-for-sale debt securities	15,241		2.3		2,499		2.0		5,727		2.3		4,331		2.3		2,684		2.4
Money market mutual funds and other	72		1.2		72		1.2		—				—				—
Total available-for-sale	15,313		2.3		2,571		2.0		5,727		2.3		4,331		2.3		2,684		2.4
Total investment securities	$	16,083	2.3		$	2,751	2.1		$	6,099	2.4		$	4,490	2.4		$	2,743	2.5

¹ Taxable-equivalent rates used where applicable.

Exposure to State and Local Governments

We provide multiple products and services to state and local governments (referred to collectively as “municipalities”), including deposit services, loans, and investment banking services, and we invest in securities issued by the municipalities.

Schedule 13 summarizes our exposure to state and local municipalities:

Schedule 13

MUNICIPALITIES

	December 31,
(In millions)	2017		2016
Loans and leases	$	1,271	$	778
Held-to-maturity – municipal securities	770		868
Available-for-sale – municipal securities	1,334		1,154
Trading account – municipal securities	146		112
Unfunded lending commitments	152		182
Total direct exposure to municipalities	$	3,673	$	3,094

At December 31, 2017, one municipal loan with a balance of $1 million was on nonaccrual. A significant amount of the municipal loan and lease portfolio is secured by real estate and equipment, and 79% of the outstanding credits were originated by CB&T, Zions Bank, and Vectra. See Note 6 of the Notes to Consolidated Financial Statements for additional information about the credit quality of these municipal loans.

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Growth in municipal exposure came primarily from increases in loans and leases and the municipal AFS securities portfolio. AFS securities generally consist of securities with investment-grade ratings from one or more major credit rating agencies.

Foreign Exposure and Operations

Our credit exposure to foreign sovereign risks and total foreign credit exposure is not significant. We also do not have significant foreign exposure to derivative counterparties. We had no foreign deposits at December 31, 2017 and December 31, 2016.

Loans Held for Sale

Loans held for sale, consisting primarily of consumer mortgage and small business loans to be sold in the secondary market, were $44 million at December 31, 2017, compared with $172 million at December 31, 2016. These consumer loans are primarily fixed-rate mortgages that are originated with the intent to be sold to third parties.

Loan Portfolio

As of December 31, 2017, net loans and leases accounted for 68% of total assets compared with 67% at the end of 2016. Schedule 14 presents our loans outstanding by type of loan as of the five most recent year-ends. The schedule also includes a maturity profile for the loans that were outstanding as of December 31, 2017. However, while this schedule reflects the contractual maturity and repricing characteristics of these loans, in a small number of cases, we have hedged the repricing characteristics of our variable-rate loans as more fully described in “Interest Rate Risk” on page 68.

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Schedule 14

LOAN PORTFOLIO BY TYPE AND MATURITY

	December 31, 2017								December 31,
(In millions)	One year or less		One year through five years		Over five years		Total		2016		2015		2014		2013
Commercial:
Commercial and industrial	$	8,064	$	4,375	$	1,564	$	14,003	$	13,452	$	13,211	$	13,163	$	12,459
Leasing	26		262		76		364		423		442		409		388
Owner-occupied	463		1,138		5,687		7,288		6,962		7,150		7,351		7,568
Municipal	100		191		980		1,271		778		676		521		449
Total commercial	8,653		5,966		8,307		22,926		21,615		21,479		21,444		20,864
Commercial real estate:
Construction and land development	931		1,016		74		2,021		2,019		1,842		1,986		2,193
Term	1,779		3,775		3,549		9,103		9,322		8,514		8,127		8,203
Total commercial real estate	2,710		4,791		3,623		11,124		11,341		10,356		10,113		10,396
Consumer:
Home equity credit line	29		91		2,657		2,777		2,645		2,417		2,321		2,147
1-4 family residential	12		97		6,553		6,662		5,891		5,382		5,201		4,742
Construction and other consumer real estate	287		36		274		597		486		385		371		325
Bankcard and other revolving plans	293		58		158		509		481		444		401		361
Other	12		138		35		185		190		187		213		208
Total consumer	633		420		9,677		10,730		9,693		8,815		8,507		7,783
Total net loans	$	11,996	$	11,177	$	21,607	$	44,780	$	42,649	$	40,650	$	40,064	$	39,043
Loans maturing:
With fixed interest rates	$	1,341	$	3,704	$	4,680	$	9,725
With variable interest rates	10,655		7,473		16,927		35,055
Total	$	11,996	$	11,177	$	21,607	$	44,780

As of December 31, 2017, net loans and leases were $45 billion, reflecting a 5% increase from the prior year. The increase is primarily attributable to new loan originations and loan purchases.

Loan portfolio growth during 2017 was widespread across loan products and geographies with particular strength inconsumer 1-4 family residential, commercial and industrial (non-oil and gas), municipal, and commercial owner-occupied loans. The growth in the loan portfolio was primarily at Amegy, CB&T, and Vectra.

Of the significant increases within the portfolio, consumer 1-4 family residential loans increased $771 million, due largely to an increase in loan production and loan purchases, and commercial and industrial loans increased $551 million. The impact of these increases was partially offset by a decrease of $219 million in our CRE term portfolio.

Commercial owner-occupied loans also increased $326 million during 2017 and $188 million during 2016. Although we experienced continued runoff and attrition of the NRE portfolio at Zions Bank, these declines are not expected to continue at the same pace in 2018. The NRE business is a wholesale business that depends upon loan referrals from other community banking institutions. Due to generally soft loan demand nationally, many community banking institutions are retaining, rather than selling, their loan production.

We expect moderate total loan and lease growth during 2018, primarily in consumer 1-4 family residential, municipal, commercial and industrial (non-oil and gas), commercial owner-occupied (non-NRE), and CRE term loans. We expect stable to slightly increasing growth in oil and gas loans, partially offset by moderate attrition in the NRE loan portfolio.

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Loans serviced for the benefit of others increased to $3.7 billion during 2017 from $3.5 billion in 2016.

Other Noninterest-Bearing Investments

During 2017, the Company increased its short-term borrowings with the FHLB by $3.1 billion. This increase required a further investment in FHLB activity stock, which consequently increased by $124 million during the year. Aside from this increase, other noninterest-bearing investments remained relatively stable as set forth in the following schedule. Schedule 15 sets forth our other noninterest-bearing investments.

Schedule 15

OTHER NONINTEREST-BEARING INVESTMENTS

	December 31,
(In millions)	2017		2016
Bank-owned life insurance	$	506	$	497
Federal Home Loan Bank stock	154		30
Federal Reserve stock	184		181
Farmer Mac stock	43		34
SBIC investments	127		124
Non-SBIC investment funds	12		15
Other	3		3
Total other noninterest-bearing investments	$	1,029	$	884

Premises, Equipment and Software, Net

Net premises, equipment and software, increased $74 million, or 7%, from the prior year primarily due to capitalized costs associated with the development of a new corporate facility for Amegy Bank in Texas, major software purchases, and the capitalization of eligible costs related to the development of new lending, deposit and reporting systems.

Deposits

Deposits, both interest-bearing and noninterest-bearing, are a primary source of funding for the Company. Average total deposits increased by 3% during 2017, compared with 2016, with average interest-bearing deposits increasing by 1% and average noninterest-bearing deposits increasing by 6%. The average interest rate paid for interest-bearing deposits was 3 bps higher in 2017 compared with 2016.

Deposits at December 31, 2017, excluding time deposits of $100,000 and over and brokered deposits, decreased by 2%, or $1.0 billion, from December 31, 2016. The decrease was mainly due to a decrease in interest-bearing domestic savings and money market deposits.

Demand, savings, and money market deposits were 94% and 95% of total deposits at December 31, 2017, and December 31, 2016, respectively. At December 31, 2017 and December 31, 2016, total deposits included $1.6 billion and $0.9 billion, respectively, of brokered deposits.

See Notes 11 and 12of the Notes to Consolidated Financial Statements and “Liquidity Risk Management” on page 72 for additional information on funding and borrowed funds.

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RISK ELEMENTS

Since risk is inherent in substantially all of the Company’s operations, management of risk is an integral part of its operations and is also a key determinant of its overall performance. The Board of Directors has appointed a Risk Oversight Committee (“ROC”) that consists of appointed Board members who oversee the Company’s risk management processes. The ROC meets on a regular basis to monitor and review Enterprise Risk Management (“ERM”) activities. As required by its charter, the ROC performs oversight for various ERM activities and approves ERM policies and activities as detailed in the ROC charter.

Management applies various strategies to reduce the risks to which the Company’s operations are exposed, including credit, interest rate and market, liquidity, and operational risks. These risks are overseen by the various management committees of which the Enterprise Risk Management Committee (“ERMC”) is the focal point for the monitoring and review of enterprise risk.

Credit Risk Management

Credit risk is the possibility of loss from the failure of a borrower, guarantor, or another obligor to fully perform under the terms of a credit-related contract. Credit risk arises primarily from our lending activities, as well as from off-balance sheet credit instruments.

The Board of Directors, through the ROC, is responsible for approving the overall credit policies relating to the management of the credit risk of the Company. In addition, the ROC oversees and monitors adherence to key credit policies and the credit risk appetite as defined in the Risk Appetite Framework. Additionally, the Board has established the Credit Administration Committee, chaired by the Chief Credit Officer and consisting of members of management, to which it has delegated the responsibility for managing credit risk for the Company and approving changes to the Company’s credit policies.

Centralized oversight of credit risk is provided through credit policies, credit risk management, and credit examination functions. Our credit policies place emphasis on strong underwriting standards and early detection of potential problem credits in order to develop and implement action plans on a timely basis to mitigate any potential losses. These formal credit policies and procedures provide the Company with a framework for consistent underwriting and a basis for sound credit decisions at the local banking affiliate level.

Our credit risk management function is separate from the lending function and strengthens control over, and the independent evaluation of, credit activities. In addition, we have a well-defined set of standards for evaluating our loan portfolio, and we utilize a comprehensive loan risk-grading system to determine the risk potential in the portfolio. Furthermore, the internal credit examination department, which is independent of the lending function, periodically conducts examinations of the Company’s lending departments and credit activities. These examinations are designed to review credit quality, adequacy of documentation, appropriate loan risk-grading administration, and compliance with credit policies. New, expanded, or modified products and services, as well as new lines of business, are approved by the New Initiative Review Committee.

Our credit risk management strategy includes diversification of our loan portfolio. We attempt to avoid the risk of an undue concentration of credits in a particular collateral type or with an individual customer or counterparty. Generally, our loan portfolio is well diversified; however, due to the nature of our geographical footprint, there are certain significant concentrations primarily in CRE and oil and gas-related lending. We have adopted and adhere to concentration limits on leveraged lending, municipal lending, oil and gas-related lending, and various types of CRE lending, particularly construction and land development lending. All of these limits are continually monitored and revised as necessary. The recent growth in construction and land development loan commitments is within the established concentration limits. Our business activity is primarily with customers located within the geographical footprint of our banking affiliates.

As we continue to monitor our concentration risk, the composition of our loan portfolio has slightly changed. Oil and gas-related loans represented 4% of the total loan portfolio at December 31, 2017, compared with 5% at December 31, 2016. Total commercial loans were 51% of the total portfolio, compared with 50% at December 31,

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2016. CRE loans declined to 25% of the total portfolio, compared with 27% at December 31, 2016. Consumer loans grew to represent 24% of the total loan portfolio at December 31, 2017, compared with 23% at December 31, 2016.

Schedule 16

LOAN PORTFOLIO DIVERSIFICATION

	December 31, 2017				December 31, 2016
(Dollar amounts in millions)	Amount		% of total loans		Amount		% of total loans
Commercial:
Commercial and industrial	$	14,003	31.3	%	$	13,452	31.5	%
Leasing	364		0.8		423		1.0
Owner-occupied	7,288		16.3		6,962		16.3
Municipal	1,271		2.8		778		1.8
Total commercial	22,926		51.2		21,615		50.6
Commercial real estate:
Construction and land development	2,021		4.5		2,019		4.7
Term	9,103		20.3		9,322		21.9
Total commercial real estate	11,124		24.8		11,341		26.6
Consumer:
Home equity credit line	2,777		6.2		2,645		6.2
1-4 family residential	6,662		15.0		5,891		13.8
Construction and other consumer real estate	597		1.3		486		1.2
Bankcard and other revolving plans	509		1.1		481		1.1
Other	185		0.4		190		0.5
Total consumer	10,730		24.0		9,693		22.8
Total net loans	$	44,780	100.0	%	$	42,649	100.0	%

Government Agency Guaranteed Loans

We participate in various guaranteed lending programs sponsored by U.S. government agencies, such as the SBA, Federal Housing Authority, Veterans’ Administration, Export-Import Bank of the U.S., and the U.S. Department of Agriculture. As of December 31, 2017, the principal balance of these loans was $537 million, and the guaranteed portion of these loans was $406 million. Most of these loans were guaranteed by the SBA.

The following schedule presents the composition of government agency guaranteed loans.

Schedule 17

GOVERNMENT GUARANTEES

(Dollar amounts in millions)	December 31, 2017		Percent guaranteed		December 31, 2016		Percent guaranteed
Commercial	$	507	75	%	$	519	75	%
Commercial real estate	14		75		18		75
Consumer	16		92		17		92
Total loans	$	537	76		$	554	76

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Commercial Lending

The following schedule provides selected information regarding lending concentrations to certain industries in our commercial lending portfolio.

Schedule 18

COMMERCIAL LENDING BY INDUSTRY GROUP

	December 31, 2017				December 31, 2016
(Dollar amounts in millions)	Amount		Percent		Amount		Percent
Real estate, rental and leasing	$	2,807	12.3	%	$	2,624	12.1	%
Retail trade 1	2,257		9.8		2,145		9.9
Manufacturing	2,116		9.2		2,161		10.0
Finance and insurance	2,026		8.8		1,462		6.8
Healthcare and social assistance	1,556		6.8		1,538		7.1
Wholesale trade	1,543		6.7		1,444		6.7
Transportation and warehousing	1,343		5.9		1,300		6.0
Construction	1,094		4.8		1,076		5.0
Mining, quarrying, and oil and gas extraction	1,010		4.4		1,403		6.5
Accommodation and food services	932		4.1		925		4.3
Utilities 2	905		4.0		783		3.6
Other Services (except Public Administration)	896		3.9		881		4.1
Professional, scientific, and technical services	879		3.8		875		4.0
Other 3	3,562		15.5		2,998		13.9
Total	$	22,926	100.0	%	$	21,615	100.0	%

¹ At December 31, 2017, 84% of retail trade consists of motor vehicle and parts dealers, gas stations, grocery stores, building material suppliers, and direct-to-consumer retailers. For additional detail on our CRE retail exposure, see the Commercial Real Estate Loans section on page 61.

²  Includes primarily utilities, power, and renewable energy.

³  No other industry group exceeds 3.5%.

Oil and Gas-Related Exposure

Various industries represented in the previous schedule, including mining, quarrying and oil and gas extraction; manufacturing; and transportation and warehousing, contain certain loans we categorize as oil and gas-related. At both December 31, 2017 and 2016, we had approximately $3.9 billion of total oil and gas-related credit exposure. The distribution of oil and gas-related loans by customer market segment is shown in the following schedule:

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Schedule 19

OIL AND GAS-RELATED EXPOSURE ¹ 

(Dollar amounts in millions)	December 31, 2017			% of total oil and gas- related		December 31, 2016			% of total oil and gas- related
Loans and leases
Upstream – exploration and production	$	730		37	%	$	733		34	%
Midstream – marketing and transportation	617			31		598			28
Downstream – refining	123			6		137			6
Other non-services	34			2		38			2
Oilfield services	367			19		500			23
Oil and gas service manufacturing	102			5		152			7
Total loan and lease balances 2	1,973			100	%	2,158			100	%
Unfunded lending commitments	1,908					1,722
Total oil and gas credit exposure	$	3,881				$	3,880
Private equity investments	$	3				$	7
Credit quality measures
Criticized loan ratio	25.1		%			37.8		%
Classified loan ratio	17.9		%			31.6		%
Nonaccrual loan ratio	7.7		%			13.6		%
Ratio of nonaccrual loans that are current	88.1		%			86.1		%
Net charge-off ratio, annualized 3	—		%			3.0		%

¹  Because many borrowers operate in multiple businesses, judgment has been applied in characterizing a borrower as oil and gas-related, including a particular segment of oil and gas-related activity, e.g., upstream or downstream; typically, 50% of revenues coming from the oil and gas sector is used as a guide.

²  Total loan and lease balances and the credit quality measures do not include oil and gas loans held for sale at period end.

³  Calculated as the ratio of annualized net charge-offs to the beginning loan balances for each respective period.

During 2017, our overall balance of oil and gas-related loans decreased by $185 million, or 9%, from year-end 2016. Oil and gas-related loans represented 4% of the total loan portfolio at December 31, 2017, compared with 5% at December 31, 2016. Unfunded oil and gas-related lending commitments increased by $186 million, or 11%. The increase in unfunded oil and gas-related lending commitments was primarily in the midstream portfolio.

Classified oil and gas-related credits decreased to $354 million at December 31, 2017, from $681 million at December 31, 2016. Oil and gas-related loan net charge-offs were $36 million for 2017, compared with $130 million for 2016. At December 31, 2017, the ACL related to the oil and gas-related portfolio was approximately 7% of oil and gas-related balances, compared with 9% at December 31, 2016.

Nonaccruing oil and gas-related loans decreased by $143 million during 2017, primarily in the oil and gas services and upstream portfolios. Approximately 88% of oil and gas-related nonaccruing loans were current as to principal and interest payments at December 31, 2017, which increased from 86% at December 31, 2016.

Risk Management of the Oil and Gas-Related Portfolio

The oil and gas-related portfolio is comprised of three primary segments: upstream, midstream, and oil and gas services. Upstream exploration and production loan borrowers have relatively balanced production between oil and gas. Midstream loans are made to companies that gather, transport, treat and blend oil and natural gas, or that provide services to similar companies. Oil and gas services loans, which include oilfield services and oil and gas service manufacturing, include borrowers that have a concentration of revenues in the oil and gas industry. However, many of these borrowers provide a broad range of products and services to the oil and gas industry and are diversified geographically.

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We apply concentration limits and disciplined underwriting to the entire oil and gas-related loan portfolio to limit our risk exposure. As an indicator of the diversity in the size of our oil and gas-related portfolio, the average amount of our commitments is approximately $6 million, with approximately 67% of the commitments less than $30 million. Additionally, there are instances where we have commitments to companies with a common sponsor which, if combined, would result in higher commitment levels than $30 million. The portfolio contains only senior loans—no junior or second lien positions; additionally, we cautiously approach making first-lien loans to borrowers that employ excessive leverage through the use of junior lien loans or unsecured layers of debt. Approximately 88% of the total oil and gas-related portfolio is secured by reserves, equipment, real estate, and other collateral, or a combination of collateral types.

We participate as a lender in loans and commitments designated as Shared National Credits (“SNCs”), which generally consist of larger and more diversified borrowers that have better access to capital markets. SNCs are loans or loan commitments of at least $20 million that are shared by three or more federally supervised institutions. The percentage of SNCs is 79% of the upstream portfolio, 79% of the midstream portfolio, and 44% of the oil and gas services portfolio. Our bankers have direct access and contact with the management of these SNC borrowers, and as such, are active participants. In many cases, we provide ancillary banking services to these borrowers, further evidencing this direct relationship. The results of the fall 2017 SNC exam are reflected in our financial statements.

As a secondary source of support, many of our oil and gas-related borrowers have access to capital markets and private equity sources. Private sponsors tend to be large funds, often with assets under management of more than $1 billion, managed by individuals with a great deal of oil and gas expertise and experience and who have successfully managed investments through previous oil and gas price cycles. The investors in the funds are primarily institutional investors, such as large pensions, foundations, trusts, and high net worth family offices.

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Commercial Real Estate Loans

Selected information indicative of credit quality regarding our CRE loan portfolio is presented in the following schedule.

Schedule 20

COMMERCIAL REAL ESTATE PORTFOLIO BY LOAN TYPE AND COLLATERAL LOCATION

(Dollar amounts in millions)		Collateral Location
Loan type	As of date	Arizona			California			Colorado			Nevada			Texas			Utah/ Idaho			Wash-ington/Oregon			Other 1			Total			% of  total CRE
Commercial term
Balance outstanding	12/31/2017	$	1,018		$	3,026		$	493		$	536		$	1,735		$	1,365		$	448		$	482		$	9,103		81.8	%
% of loan type		11.2		%	33.2		%	5.4		%	5.9		%	19.1		%	15.0		%	4.9		%	5.3		%	100.0		%
Delinquency rates: 2
30-89 days	12/31/2017	0.2		%	0.1		%	0.1		%	0.2		%	—		%	0.2		%	—		%	0.8		%	0.1		%
	12/31/2016	0.1		%	—		%	—		%	0.8		%	—		%	0.1		%	0.2		%	—		%	0.1		%
≥ 90 days	12/31/2017	0.2		%	0.1		%	0.1		%	—		%	—		%	0.1		%	—		%	0.7		%	0.1		%
	12/31/2016	0.3		%	0.4		%	—		%	—		%	—		%	0.2		%	—		%	1.1		%	0.2		%
Accruing loans past due 90 days or more	12/31/2017	$	1		$	1		$	—		$	—		$	—		$	—		$	—		$	—		$	2
	12/31/2016	—			10			—			—			—			2			—			—			12
Nonaccrual loans	12/31/2017	4			7			1			2			17			1			4			—			36
	12/31/2016	8			11			—			2			1			—			7			—			29
Residential construction and land development
Balance outstanding	12/31/2017	$	40		$	261		$	43		$	4		$	201		$	42		$	3		$	6		$	600		5.4	%
% of loan type		6.6		%	43.5		%	7.2		%	0.7		%	33.5		%	7.0		%	0.5		%	1.0		%	100.0		%
Delinquency rates: 2
30-89 days	12/31/2017	—		%	—		%	0.2		%	—		%	0.7		%	—		%	—		%	—		%	0.2		%
	12/31/2016	—		%	—		%	—		%	—		%	0.4		%	—		%	—		%	—		%	0.1		%
≥ 90 days	12/31/2017	—		%	—		%	—		%	—		%	0.1		%	—		%	—		%	—		%	—		%
	12/31/2016	—		%	—		%	—		%	—		%	—		%	—		%	—		%	—		%	—		%
Accruing loans past due 90 days or more	12/31/2017	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
	12/31/2016	—			—			—			—			—			—			—			—			—
Nonaccrual loans	12/31/2017	—			—			—			—			—			—			—			—			—
	12/31/2016	—			—			—			—			—			—			—			—			—
Commercial construction and land development
Balance outstanding	12/31/2017	$	131		$	356		$	34		$	72		$	415		$	265		$	90		$	58		$	1,421		12.8	%
% of loan type		9.2		%	25.0		%	2.4		%	5.1		%	29.2		%	18.7		%	6.3		%	4.1		%	100.0		%
Delinquency rates: 2
30-89 days	12/31/2017	0.1		%	0.2		%	—		%	—		%	0.2		%	0.1		%	—		%	—		%	0.1		%
	12/31/2016	—		%	—		%	—		%	1.2		%	—		%	2.4		%	—		%	—		%	0.5		%
≥ 90 days	12/31/2017	—		%	—		%	—		%	—		%	—		%	1.3		%	—		%	—		%	0.3		%
	12/31/2016	—		%	—		%	—		%	—		%	0.4		%	—		%	—		%	—		%	0.2		%
Accruing loans past due 90 days or more	12/31/2017	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
	12/31/2016	—			—			—			—			—			—			—			—			—
Nonaccrual loans	12/31/2017	—			—			—			—			—			4			—			—			4
	12/31/2016	—			—			—			—			2			5			—			—			7
Total construction and land development	12/31/2017	$	171		$	617		$	77		$	76		$	616		$	307		$	93		$	64		$	2,021
Total commercial real estate	12/31/2017	$	1,189		$	3,643		$	570		$	612		$	2,351		$	1,672		$	541		$	546		$	11,124		100.0	%

¹  No other geography exceeds $79 million for all three loan types.

²  Delinquency rates include nonaccrual loans.

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Approximately 20% of the CRE term loans consist of mini-perm loans as of December 31, 2017. For such loans, construction has been completed and the project has stabilized to a level that supports the granting of a mini-perm loan in accordance with our underwriting standards. Mini-perm loans generally have initial maturities of three to seven years. The remaining 80% of CRE loans are term loans with initial maturities generally of 5 to 20 years. The stabilization criteria for a project to qualify for a term loan differ by product type and include criteria related to the cash flow generated by the project, loan-to-value ratio, and occupancy rates.

Approximately $144 million, or 10%, of the commercial construction and land development portfolio at December 31, 2017 consists of acquisition and development loans. Most of these acquisition and development loans are secured by specific retail, apartment, office, or other projects.

Of the total CRE loan portfolio at December 31, 2017, we categorize $1.8 billion as retail property, where the ultimate use of the property is for retailing purposes. The average loan-to-value ratio for these loans is approximately 55%, and more than 90% are occupied. Approximately 81% of our CRE retail loans are to borrowers where the underlying retail businesses are not regional shopping centers, but include neighborhood strip malls, stand-alone retail facilities, and single-tenant buildings. Of the regional shopping center exposure, approximately 94% is term debt, and the criticized loan ratio is 5.3%. We closely monitor the CRE retail portfolio for tenant bankruptcy filings and store closures, and have limited exposure to national tenants with announced bankruptcies.

Underwriting on commercial properties is primarily based on the economic viability of the project with heavy consideration given to the creditworthiness and experience of the sponsor. We generally require that the owner’s equity be injected prior to bank advances. Remargining requirements (required equity infusions upon a decline in value or cash flow of the collateral) are often included in the loan agreement along with guarantees of the sponsor. Recognizing that debt is paid via cash flow, the projected cash flows of the project are critical in the underwriting because these determine the ultimate value of the property and its ability to service debt. Therefore, in most projects (with the exception of multifamily and hospitality construction projects), we require substantial pre-leasing/leasing in our underwriting and we generally require a minimum projected stabilized debt service coverage ratio of 1.20 or higher, depending on the project asset class.

Within the residential construction and development sector, many of the requirements previously mentioned, such as creditworthiness and experience of the developer, up-front injection of the developer’s equity, principal curtailment requirements, and the viability of the project are also important in underwriting a residential development loan. Significant consideration is given to the forecasted market acceptance of the product, location, strength of the developer, and the ability of the developer to stay within budget. Progress inspections by qualified independent inspectors are routinely performed before disbursements are made.

Real estate appraisals are ordered in accordance with regulatory guidelines and are validated independently of the loan officer and the borrower, generally by our internal appraisal review function, which is staffed by licensed appraisers. In some cases, reports from automated valuation services are used or internal evaluations are performed. A new appraisal or evaluation is required when a loan deteriorates to a certain level of credit weakness.

Advance rates (i.e., loan commitments) will vary based on the viability of the project and the creditworthiness of the sponsor, but our guidelines generally limit advances to 50% for raw land, 65% for land development, 65% for finished commercial lots, 75% for finished residential lots, 80% for pre-sold homes, 75% for models and homes not under contract, and 75% for commercial properties. Exceptions may be granted on a case-by-case basis.

Loan agreements require regular financial information on the project and the sponsor in addition to lease schedules, rent rolls and, on construction projects, independent progress inspection reports. The receipt of this financial information is monitored and calculations are made to determine adherence to the covenants set forth in the loan agreement.

The existence of a guarantee that improves the likelihood of repayment is taken into consideration when analyzing CRE loans for impairment. If the support of the guarantor is quantifiable and documented, it is included in the

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potential cash flows and liquidity available for debt repayment, and our impairment methodology takes this repayment source into consideration.

When we modify or extend a loan, we also give consideration to whether the borrower is in financial difficulty, and whether we have granted a concession. In determining if an interest rate concession has been granted, we consider whether the interest rate on the modified loan is equivalent to current market rates for new debt with similar risk characteristics. If the rate in the modification is less than current market rates, it may indicate that a concession was granted and impairment exists. However, if additional collateral is obtained, or if a guarantor exists who has the capacity and willingness to support the loan on an extended basis, we also consider the nature and amount of the additional collateral and guarantees in the ultimate determination of whether a concession has been granted.

In general, we obtain and consider updated financial information for the guarantor as part of our determination to extend a loan. The quality and frequency of financial reporting collected and analyzed varies depending on the contractual requirements for reporting, the size of the transaction, and the strength of the guarantor.

Complete underwriting of the guarantor includes, but is not limited to, an analysis of the guarantor’s current financial statements, leverage, liquidity, global cash flow, global debt service coverage, contingent liabilities, etc. The assessment also includes a qualitative analysis of the guarantor’s willingness to perform in the event of a problem and demonstrated history of performing in similar situations. Additional analysis may include personal financial statements, tax returns, liquidity (brokerage) confirmations, and other reports, as appropriate.

A qualitative assessment is performed on a case-by-case basis to evaluate the guarantor’s experience, performance track record, reputation, and willingness to work with us. We also utilize market information sources, rating, and scoring services in our assessment. This qualitative analysis coupled with a documented quantitative ability to support the loan may result in a higher-quality internal loan grade, which may reduce the level of allowance we estimate. Previous documentation of the guarantor’s financial ability to support the loan is discounted if there is any indication of a lack of willingness by the guarantor to support the loan.

In the event of default, we evaluate the pursuit of any and all appropriate potential sources of repayment, which may come from multiple sources, including the guarantee. A number of factors are considered when deciding whether or not to pursue a guarantor, including, but not limited to, the value and liquidity of other sources of repayment (collateral), the financial strength and liquidity of the guarantor, possible statutory limitations (e.g., single action rule on real estate) and the overall cost of pursuing a guarantee compared with the ultimate amount we may be able to recover. In other instances, the guarantor may voluntarily support a loan without any formal pursuit of remedies.

A decrease in oil and gas prices could potentially produce an adverse impact on our CRE loan portfolio within Texas. However, based upon generally strong equity and cash flow coverage levels, and sponsor support for the various properties, we do not expect a material amount of losses within this portfolio in 2018. Our largest CRE credit exposures in Texas are to the multi-family, office, and retail sectors. At December 31, 2017, the CRE loan portfolio mix in Texas was 72% commercial term, 16% commercial construction, 8% residential construction, and 4% land development.

Consumer Loans

We have mainly been an originator of first and second mortgages, generally considered to be of prime quality. We generally hold variable-rate loans in our portfolio and sell “conforming” fixed-rate loans to third parties, including Federal National Mortgage Association and Federal Home Loan Mortgage Corporation, for which we make representations and warranties that the loans meet certain underwriting and collateral documentation standards.

We are engaged in Home Equity Credit Line (“HECL”) lending. At December 31, 2017, our HECL portfolio totaled$2.8 billion, compared with $2.6 billion at December 31, 2016. The following schedule describes the composition of our HECL portfolio by lien status.

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Schedule 21

HECL PORTFOLIO BY LIEN STATUS

	December 31,
(In millions)	2017		2016
Secured by first deeds of trust	$	1,406	$	1,383
Secured by second (or junior) liens	1,371		1,262
Total	$	2,777	$	2,645

At December 31, 2017, loans representing less than 1% of the outstanding balance in the HECL portfolio were estimated to have combined loan-to-value ratios (“CLTV”) above 100%. An estimated CLTV ratio is the ratio of our loan plus any prior lien amounts divided by the estimated current collateral-value. At origination, underwriting standards for the HECL portfolio generally include a maximum 80% CLTV with high credit scores at origination.

Approximately 93% of our HECL portfolio is still in the draw period, and approximately 26% of those loans are scheduled to begin amortizing within the next five years. We regularly analyze the risk of borrower default in the event of a loan becoming fully amortizing and the risk of higher interest rates. The analysis indicates that the risk of loss from this factor is minimal in the current economic environment. The ratio of net charge-offs to average balances at year-end 2017 and 2016 for the HECL portfolio was 0.02% and 0.01%, respectively. See Note 6 of the Notes to Consolidated Financial Statements for additional information on the credit quality of this portfolio.

Nonperforming Assets

Nonperforming assets as a percentage of loans and leases and other real estate owned (“OREO”) decreased to 0.93% at December 31, 2017, compared with 1.34% at December 31, 2016.

Total nonaccrual loans at December 31, 2017 decreased $155 million from December 31, 2016, primarily in the oil and gas-related loan portfolio. However, nonaccrual loans slightly increased in the commercial owner-occupied and 1-4 family residential loan portfolios. The largest total decrease in nonaccrual loans occurred at Amegy.

The balance of nonaccrual loans can decrease due to paydowns, charge-offs, and the return of loans to accrual status under certain conditions. If a nonaccrual loan is refinanced or restructured, the new note is immediately placed on nonaccrual. If a restructured loan performs under the new terms for at least a period of six months, the loan can be considered for return to accrual status. See “Restructured Loans” following for more information. Company policy does not allow for the conversion of nonaccrual construction and land development loans to CRE term loans. See Note 6 of the Notes to Consolidated Financial Statements for more information on nonaccrual loans.

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The following schedule presents our nonperforming assets:

Schedule 22

NONPERFORMING ASSETS

(Dollar amounts in millions)	December 31,
	2017			2016			2015			2014			2013
Nonaccrual loans:
Loans held for sale	$	12		$	40		$	—		$	—		$	—
Commercial:
Commercial and industrial	195			354			164			106			101
Leasing	8			14			4			—			1
Owner-occupied	90			74			74			87			137
Municipal	1			1			1			1			10
Commercial real estate:
Construction and land development	4			7			7			24			29
Term	36			29			40			25			60
Consumer:
Real estate	68			49			59			64			66
Other	—			1			1			—			2
Nonaccrual loans	414			569			350			307			406
Other real estate owned:
Commercial:
Commercial properties	3			2			5			11			16
Developed land	—			—			—			—			6
Land	—			—			1			2			6
Residential:
1-4 family	1			2			1			4			8
Developed land	—			—			—			2			9
Land	—			—			—			—			1
Other real estate owned	4			4			7			19			46
Total nonperforming assets	$	418		$	573		$	357		$	326		$	452
Ratio of nonperforming assets to net loans and leases1 and other real estate owned	0.93		%	1.34		%	0.87		%	0.81		%	1.15		%
Accruing loans past due 90 days or more:
Commercial	$	17		$	18		$	7		$	8		$	8
Commercial real estate	2			13			22			20			29
Consumer	3			5			3			1			3
Total	$	22		$	36		$	32		$	29		$	40
Ratio of accruing loans past due 90 days or more to net loans and leases1	0.05		%	0.08		%	0.08		%	0.07		%	0.10		%

¹  Includes loans held for sale.

Restructured Loans

Troubled debt restructurings (“TDRs”) are loans that have been modified to accommodate a borrower who is experiencing financial difficulties, and for whom we have granted a concession that we would not otherwise consider. TDRs decreased $25 million, or 10%, during 2017, primarily due to payments and payoffs. Commercial loans may be modified to provide the borrower more time to complete the project, to achieve a higher lease-up percentage, to sell the property, or for other reasons. Consumer loan TDRs represent loan modifications in which a concession has been granted to the borrower who is unable to refinance the loan with another lender, or who is experiencing economic hardship.

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If the restructured loan performs for at least six months according to the modified terms, and an analysis of the customer’s financial condition indicates that we are reasonably assured of repayment of the modified principal and interest, the loan may be returned to accrual status. The borrower’s payment performance prior to and following the restructuring is taken into account to determine whether a loan should be returned to accrual status.

Schedule 23

ACCRUING AND NONACCRUING TROUBLED DEBT RESTRUCTURED LOANS

	December 31,
(In millions)	2017		2016
Restructured loans – accruing	$	139	$	151
Restructured loans – nonaccruing	87		100
Total	$	226	$	251

In the periods following the calendar year in which a loan was restructured, a loan may no longer be reported as a TDR if it is on accrual, is in compliance with its modified terms, and yields a market rate (as determined and documented at the time of the modification or restructure). See Note 6 of the Notes to Consolidated Financial Statements for additional information regarding TDRs.

Schedule 24

TROUBLED DEBT RESTRUCTURED LOANS ROLLFORWARD

(In millions)	2017			2016
Balance at beginning of year	$	251		$	297
New identified troubled debt restructuring and principal increases	190			154
Payments and payoffs	(157		)	(145		)
Charge-offs	(25		)	(32		)
No longer reported as troubled debt restructuring	(4		)	(10		)
Sales and other	(29		)	(13		)
Balance at end of year	$	226		$	251

Allowance for Credit Losses

In analyzing the adequacy of the ALLL, we utilize a comprehensive loan grading system to determine the risk potential in the portfolio and also consider the results of independent internal credit reviews. To determine the adequacy of the allowance, our loan and lease portfolio is broken into segments based on loan type.

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Schedule 25

SUMMARY OF LOAN LOSS EXPERIENCE

(Dollar amounts in millions)	2017			2016			2015			2014			2013
Loans and leases outstanding (net of unearned income)	$	44,780		$	42,649		$	40,650		$	40,064		$	39,043
Average loans and leases outstanding, (net of unearned income)	$	43,501		$	42,062		$	40,171		$	39,522		$	38,109
Allowance for loan losses:
Balance at beginning of year	$	567		$	606		$	605		$	746		$	896
Provision charged to earnings	24			93			40			(98		)	(87		)
Adjustment for FDIC-supported/PCI loans	—			—			—			(1		)	(11		)
Charge-offs:
Commercial	(118		)	(170		)	(111		)	(77		)	(76		)
Commercial real estate	(9		)	(12		)	(14		)	(15		)	(26		)
Consumer	(17		)	(16		)	(14		)	(14		)	(29		)
Total	(144		)	(198		)	(139		)	(106		)	(131		)
Recoveries:
Commercial	46			43			55			41			41
Commercial real estate	14			14			35			12			25
Consumer	11			9			10			11			13
Total	71			66			100			64			79
Net loan and lease charge-offs	(73		)	(132		)	(39		)	(42		)	(52		)
Balance at end of year	$	518		$	567		$	606		$	605		$	746
Ratio of net charge-offs to average loans and leases	0.17		%	0.31		%	0.10		%	0.11		%	0.14		%
Ratio of allowance for loan losses to net loans and leases, on December 31,	1.16		%	1.33		%	1.49		%	1.51		%	1.91		%
Ratio of allowance for loan losses to nonaccrual loans, on December 31,	129		%	107		%	173		%	197		%	184		%
Ratio of allowance for loan losses to nonaccrual loans and accruing loans past due 90 days or more, on December 31,	122		%	101		%	159		%	180		%	167		%

Schedule 26

ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

At December 31,

	2017				2016				2015				2014				2013
(Dollar amounts in millions)	% of total loans		Allocation of allowance		% of total loans		Allocation of allowance		% of total loans		Allocation of allowance		% of total loans		Allocation of allowance		% of total loans		Allocation of allowance
Loan segment
Commercial	51.2	%	$	371	50.6	%	$	420	52.9	%	$	454	53.5	%	$	413	53.5	%	$	469
Commercial real estate	24.8		103		26.6		116		25.5		114		25.3		145		26.6		216
Consumer	24.0		44		22.8		31		21.6		38		21.2		47		19.9		61
Total	100.0	%	$	518	100.0	%	$	567	100.0	%	$	606	100.0	%	$	605	100.0	%	$	746

The total ALLL decreased by $49 million during 2017, primarily as a result of credit quality improvements in the oil and gas-related loan portfolio.

The RULC represents a reserve for potential losses associated with off-balance-sheet commitments and standby letters of credit. The reserve is separately shown in the balance sheet and any related increases or decreases in the reserve are shown separately in the statement of income. At December 31, 2017, the reserve decreased by $7 million compared with December 31, 2016, also as a result of credit quality improvements in the total loan portfolio.

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See Note 6 of the Notes to Consolidated Financial Statements for additional information related to the ACL and credit trends experienced in each portfolio segment.

Interest Rate and Market Risk Management

Interest rate and market risk are managed centrally. Interest rate risk is the potential for reduced net interest income and other rate sensitive income resulting from adverse changes in the level of interest rates. Market risk is the potential for loss arising from adverse changes in the fair value of fixed income securities, equity securities, other earning assets, and derivative financial instruments as a result of changes in interest rates or other factors. As a financial institution that engages in transactions involving an array of financial products, we are exposed to both interest rate risk and market risk.

The Company’s Board of Directors is responsible for approving the overall policies relating to the management of the financial risk of the Company, including interest rate and market risk management. The Board has established the Asset/Liability Committee (“ALCO”) consisting of members of management, to which it has delegated the responsibility of managing interest rate and market risk for the Company. ALCO establishes and periodically revises policy limits and reviews with the ROC the limits and limit exceptions reported by management.

Interest Rate Risk

Interest rate risk is one of the most significant risks to which we are regularly exposed. In general, our goal in managing interest rate risk is to manage balance sheet sensitivity to reduce net income volatility due to changes in interest rates.

Over the course of the last year, we have actively reduced the level of asset sensitivity through the purchase of short-to-medium duration agency pass-through securities and funding these purchases by reducing money market investments and increasing short-term borrowings. This repositioning of the investment portfolio has increased current net interest income while dampening the impact of higher rates on net interest income growth. We continue to anticipate higher net interest income in a rising rate environment as our assets reprice more quickly than our liabilities.

As most of our liabilities are comprised of indeterminate maturity and managed rate deposits, behavioral assumptions for these deposits have a significant impact on our projected interest rate risk. We have historically reported two sets of deposit assumptions, fast and slow, to reflect the uncertainty of deposit behavior and its impact on interest rate risk. We have recently updated our deposit models and now disclose interest rate risk for only a single set of deposit behavioral assumptions. The newly implemented method differs from prior methods primarily in the way we treat commercial checking deposits and in the manner by which we determine the portion of deposits that are core deposits. For commercial checking deposits, we have separated the balances into a core amount that is operational or that compensates for billed services, and a complementary excess balance. The excess balance is modeled with a high attrition rate, whereas the core balance runs off more slowly. For other deposit types, the core balance is determined by the average balance over a longer-term horizon, typically 24 to 48 months, and excess balances are modeled with a high attrition rate.

Interest Rate Risk Measurement

We monitor interest rate risk through the use of two complementary measurement methods: net interest income simulation, or Earnings at Risk (“EaR”), and Economic Value of Equity at Risk (“EVE”). EaR analyzes the expected change in near term (one year) net interest income in response to changes in interest rates. In the EVE method, we measure the expected changes in the fair value of equity in response to changes in interest rates.

EaR is an estimate of the change in total net interest income that would be recognized under different rate environments over a one-year period. EaR is measured simulating net interest income under several different scenarios including parallel and nonparallel interest rate shifts across the yield curve, taking into account deposit repricing assumptions and estimates of the possible exercise of embedded options within the portfolio (e.g., a borrower’s ability to refinance a loan under a lower-rate environment). Our policy contains a trigger for a 10%

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decline over one-year in rate sensitive income as well as a risk capacity of a 13% decline if rates were to immediately rise or fall in parallel by 200 bps.

EVE is calculated as the fair value of all assets minus the fair value of liabilities. We measure changes in the dollar amount of EVE for parallel shifts in interest rates. Due to embedded optionality and asymmetric rate risk, changes in EVE can be useful in quantifying risks not apparent for small rate changes. Examples of such risks may include out-of-the-money interest rate caps (or limits) on loans, which have little effect under small rate movements but may become important if large rate changes were to occur, or substantial prepayment deceleration for low-rate mortgages in a higher-rate environment. Our policy contains a trigger for an 8% decline in EVE as well as a risk capacity of a 10% decline if rates were to immediately rise or fall in parallel by 200 bps. Exceptions to the EVE limits are subject to notification and approval by the ROC.

Estimating the impact on net interest income and EVE requires that we assess a number of variables and make various assumptions in managing our exposure to changes in interest rates. The assessments address deposit withdrawals and deposit product migration (e.g., customers moving money from checking accounts to certificates of deposit), competitive pricing (e.g., existing loans and deposits are assumed to roll into new loans and deposits at similar spreads relative to benchmark interest rates), loan and security prepayments, and the effects of other similar embedded options. As a result of uncertainty about the maturity and repricing characteristics of both deposits and loans, we also calculate the sensitivity of EaR and EVE results to key assumptions. The modeled results are highly sensitive to the assumptions used for deposits that do not have specific maturities, such as checking, savings and money market accounts, and also to prepayment assumptions used for loans with prepayment options. We use historical regression analysis as a guide to set such assumptions; however, due to the current low interest rate environment, which has little historical precedent, estimated deposit behavior may not reflect actual future results. Additionally, competition for funding in the marketplace has, and may again result in changes to deposit pricing on interest-bearing accounts that are greater or less than changes in benchmark interest rates such as LIBOR or the federal funds rate.

Under most rising interest rate environments, we would expect some customers to move balances from demand deposits to interest-bearing accounts such as money market, savings, or certificates of deposit. The models are particularly sensitive to the assumption about the rate of such migration.

In addition, we assume certain correlation rates, often referred to as a “deposit beta,” of interest-bearing deposits, wherein the rates paid to customers change at a different pace when compared to changes in benchmark interest rates. Generally, certificates of deposit are assumed to have a high correlation rate, while interest-on-checking accounts are assumed to have a lower correlation rate. Actual results may differ materially due to factors including competitive pricing, money supply, credit worthiness of the Company, and so forth; however, we use our historical experience as well as industry data to inform our assumptions.

The aforementioned migration and correlation assumptions result in deposit durations presented in Schedule 27.

Schedule 27

DEPOSIT ASSUMPTIONS

	December 31, 2017
	New Deposit Method
Product	Effective duration (unchanged)		Effective duration (+200 bps)
Demand deposits	3.4	%	3.3	%
Money market	1.5	%	1.3	%
Savings and interest-on-checking	2.6	%	2.4	%

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As of the dates indicated and incorporating the assumptions previously described, the following schedule shows EaR, or percentage change in net interest income, based on a static balance sheet size, in the first year after the interest rate change if interest rates were to sustain immediate parallel changes ranging from -100 bps to +300 bps.

Schedule 28

INCOME SIMULATION – CHANGE IN NET INTEREST INCOME

	December 31, 2017
	Parallel shift in rates (in bps)1
Repricing scenario	-100		0		+100		+200		+300
Earnings at Risk	(2.7	)%	—	%	2.8	%	5.4	%	7.8	%

¹  Assumes rates cannot go below zero in the negative rate shift.

For non-maturity interest-bearing deposits, the weighted average modeled beta is 36.2%. If the weighted average deposit beta increased to 46.2% it would decrease the EaR in the +200bp shock from 5.4% to 2.9%.

The EaR analysis focuses on parallel rate shocks across the term structure of rates. The yield curve typically does not move in a parallel manner. During the past year, an increase in short-term rates has led to a flatter yield curve as longer-term rates have not increased at the same pace as short-term rates. If we consider a flattening rate shock where the short-term rate moves +200bp but the ten-year rate only moves +30bp, the increase in earnings is 33% lower over 12 months compared with the parallel +200bp rate shock.

For comparative purposes, the December 31, 2016 measures as presented in the following schedule have been recalculated using the new methodology.

	December 31, 2016
	Parallel shift in rates (in bps)1
Repricing scenario	-100		0		+100		+200		+300
Earnings at Risk	(4.9	)%	—	%	3.6	%	7.6	%	11.5	%

¹  Assumes rates cannot go below zero in the negative rate shift.

The asset sensitivity as measured by EaR declined year-over-year due to continued purchases of medium-term securities funded through reductions in money market investments and increases in short-term borrowings.

Schedule 29

CHANGES IN ECONOMIC VALUE OF EQUITY

As of the dates indicated and incorporating the assumptions previously described, the following schedule shows our estimated percentage change in EVE under parallel interest rate changes ranging from -100 bps to +300 bps. Fornon-maturity interest-bearing deposits, the weighted average modeled beta is 36.2%. If the weighted average deposit beta increased to 46.2% it would decrease the EVE in the +200bp shock from 0.3% to -2.2%.

	December 31, 2017
	Parallel shift in rates (in bps)1
Repricing scenario	-100 bps		0 bps		+100 bps		+200 bps		+300 bps
Economic Value of Equity	0.2	%	—	%	0.5	%	0.3	%	0.2	%

¹  Assumes rates cannot go below zero in the negative rate shift.

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For comparative purposes, the December 31, 2016 measures as presented in the following schedule have been recalculated using the new methodology. The changes in EVE measures are driven by the same factors as those in our income simulation.

	December 31, 2016
	Parallel shift in rates (in bps)1
Repricing scenario	-100 bps		0 bps		+100 bps		+200 bps		+300 bps
Economic Value of Equity	0.3	%	—	%	1.2	%	2.9	%	4.9	%

¹  Assumes rates cannot go below zero in the negative rate shift.

Our focus on business banking also plays a significant role in determining the nature of the Company’s asset-liability management posture. At December 31, 2017, $19.8 billion of the Company’s commercial lending and CRE loan balances were scheduled to reprice in the next six months. Of these variable-rate loans approximately 94% are tied to either the prime rate or LIBOR. For these variable-rate loans we have executed $1.1 billion of cash flow hedges by receiving fixed rates on interest rate swaps. Additionally, asset sensitivity is reduced due to $0.2 billion of variable-rate loans being priced at floored rates at December 31, 2017, which were above the “index plus spread” rate by an average of 60 bps. At December 31, 2017, we also had $3.3 billion of variable-rate consumer loans scheduled to reprice in the next six months. Of these variable-rate consumer loans approximately $0.1 billion were priced at floored rates, which were above the “index plus spread” rate by an average of 42 bps.

See Notes 3 and 7 of the Notes to Consolidated Financial Statements for additional information regarding derivative instruments.

Market Risk – Fixed Income

We engage in the underwriting and trading of municipal securities. This trading activity exposes us to a risk of loss arising from adverse changes in the prices of these fixed income securities.

At December 31, 2017, we had a relatively small amount, $148 million, of trading assets and $95 million of securities sold, not yet purchased, compared with $115 million and $25 million, respectively, at December 31, 2016.

We are exposed to market risk through changes in fair value. We are also exposed to market risk for interest rate swaps used to hedge interest rate risk. Changes in the fair value of AFS securities and in interest rate swaps that qualify as cash flow hedges are included in AOCI for each financial reporting period. During 2017, the after-tax change in AOCI attributable to AFS securities decreased by $3 million, due largely to changes in the interest rate environment, compared with a $74 million decrease in the same prior year period.

Market Risk – Equity Investments

Through our equity investment activities, we own equity securities that are publicly-traded. In addition, we own equity securities in companies and governmental entities, e.g., Federal Reserve Bank and an FHLB, that are not publicly-traded. The accounting for equity investments may use the cost, fair value, equity, or full consolidation methods of accounting, depending on our ownership position and degree of involvement in influencing the investees’ affairs. Regardless of the accounting method, the value of our investment is subject to fluctuation. Because the fair value of these securities may fall below our investment costs, we are exposed to the possibility of loss. Equity investments in private and public companies are approved, monitored, and evaluated by the Company’s Equity Investments Committee consisting of members of management.

We hold both direct and indirect investments in predominantly pre-public companies, primarily through various Small Business Investment Company (“SBIC”) venture capital funds. Our equity exposure to these investments was approximately $127 million and $124 million at December 31, 2017 and December 31, 2016, respectively. On occasion, some of the companies within our SBIC investments may issue an initial public offering. In this case, the fund is generally subject to a lockout period before liquidating the investment, which can introduce additional market risk. During the fourth quarter of 2017 we sold the remaining amount of our publicly-traded direct investment and as of December 31, 2017, we had no publicly-traded stocks as part of our direct SBIC investments.

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Additionally, Amegy has an alternative investments portfolio. These investments are primarily directed towards equity buyout and mezzanine funds with a key strategy of deriving ancillary commercial banking business from the portfolio companies. Early stage venture capital funds are generally not a part of the strategy because the underlying companies are typically not creditworthy. The carrying value of Amegy’s equity investments was $12 million at December 31, 2017 and $13 million at December 31, 2016.

These PEIs are subject to the provisions of the Dodd-Frank Act. The Volcker Rule of the Dodd-Frank Act prohibits banks and bank holding companies from holding PEIs, except for SBIC funds and certain other permitted exclusions, beyond a required deadline. The FRB announced in December 2016 that it would allow banks to apply for an additional five-year extension beyond the July 21, 2017 deadline to comply with the Dodd-Frank Act requirement for these investments. The Company applied for and was granted an extension for its eligible PEIs. All positions in the remaining portfolio of PEIs are subject to the extended deadline or other applicable exclusions.

As of December 31, 2017, such prohibited PEIs amounted to $3 million, with an additional $4 million of unfunded commitments (see Notes 5 and 15 of the Notes to Consolidated Financial Statements for more information). We currently do not believe that this divestiture requirement will ultimately have a material impact on our financial statements.

Liquidity Risk Management

Overview

Liquidity risk is the possibility that our cash flows may not be adequate to fund our ongoing operations and meet our commitments in a timely and cost-effective manner. Since liquidity risk is closely linked to both credit risk and market risk, many of the previously discussed risk control mechanisms also apply to the monitoring and management of liquidity risk. We manage our liquidity to provide adequate funds for our customers’ credit needs, or capital plan actions and our anticipated financial and contractual obligations, which include withdrawals by depositors, debt and capital service requirements, and lease obligations.

Overseeing liquidity management is the responsibility of ALCO, which implements a Board-approved corporate Liquidity and Funding Policy. This policy addresses monitoring and maintaining adequate liquidity, diversifying funding positions, and anticipating future funding needs. The policy also includes liquidity ratio guidelines, such as the “time-to-required funding” and LCR, that are used to monitor the liquidity positions of the Parent and ZB, N.A., as well as various stress test and liquid asset measurements for the Parent and ZB, N.A.

The management of liquidity and funding is performed centrally for the Parent and jointly by the Parent and bank management for its subsidiary bank. The Treasury Department performs this management centrally, under the direction of the Corporate Treasurer, with oversight by ALCO. The Treasurer is responsible for recommending changes to existing funding plans, as well as to the Company’s Liquidity Policy. These recommendations must be submitted for approval to ALCO, and changes to the Policy also must be approved by the Company’s ERMC and the Board of Directors. The Company has adopted policy limits that govern liquidity risk. The policy requires the Company to maintain a buffer of highly liquid assets sufficient to cover cash outflows in the event of a severe liquidity crisis. The Company targets a buffer of highly liquid assets at the Parent to cover 18-24 months of cash outflows under a scenario with limited cash inflows, and maintains a minimum policy limit of not less than 12 months. The consolidated Company exceeds the regulatory requirements of the Modified LCR that mandates a buffer of HQLA to cover 70% of 30-day cash outflows under the assumptions mandated in the Final Liquidity Rule. Additionally, the Company performs monthly liquidity stress testing using a set of internally generated scenarios representing severe liquidity constraints over a 12-month horizon. ZB, N.A. maintains a buffer of highly liquid assets consisting of cash, U.S. Agency, and U.S. Government Sponsored Entity securities to cover 30-day cash outflows under liquidity stress tests and maintains a contingency funding plan to identify funding sources that would be utilized over the extended 12-month horizon. Throughout 2017 and as of December 31, 2017, the Company complied with this policy.

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Liquidity Regulation

U.S. banking regulators issued a final rule in 2014 that implements a quantitative liquidity requirement in the U.S. generally consistent with the LCR minimum liquidity measure established under the Basel III liquidity framework. Under this rule, we are subject to a modified LCR standard, which requires a financial institution to hold an adequate amount of unencumbered HQLA that can be converted into cash easily and immediately in private markets to meet its liquidity needs for a short-term liquidity stress scenario. This rule became applicable to us on January 1, 2016.

The Basel III liquidity framework includes a second minimum liquidity measure, the NSFR, which requires a financial institution to maintain a stable funding profile over a one-year period in relation to the characteristics of its on- and off-balance sheet activities. On October 31, 2014, the Basel Committee on Banking Supervision issued its final standards for this ratio, entitled Basel III: The Net Stable Funding Ratio. On May 3, 2016, the FRB issued a proposal requiring bank holding companies with less than $250 billion of assets, but more than $50 billion of assets, to cover 70% of 1-year cash outflows under the assumptions required in the proposed NSFR Rule. Under the proposal, bank holding companies would be required to publicly disclose information about the NSFR levels each quarter. As of December 31, 2017, the FRB has not published final rules on the NSFR. We continue to monitor this proposal and any other developments. Based on this Basel III publication and the FRB proposal, we believe we would meet the minimum NSFR if such requirement were currently effective.

The Enhanced Prudential Standards for liquidity management (Reg. YY) require us to conduct monthly liquidity stress tests. These tests incorporate scenarios designed by us, require a buffer of highly liquid assets sufficient to cover 30-day funding needs under the stress scenarios, and are subject to review by the FRB. The Company’s internal liquidity stress testing program as contained in its policy complies with these requirements and includes monthly liquidity stress testing using a set of internally generated scenarios representing severe liquidity constraints over a 12-month horizon.

Contractual Obligations

Schedule 30 summarizes our contractual obligations at December 31, 2017.

Schedule 30

CONTRACTUAL OBLIGATIONS

(In millions)	One year or less		Over one year through three years		Over three years through five years		Over five years		Indeterminable maturity 1		Total
Deposits	$	2,584	$	388	$	142	$	1	$	49,506	$	52,621
Net unfunded commitments to extend credit	6,227		5,202		3,361		4,793		—		19,583
Standby letters of credit:
Financial	461		25		54		181		—		721
Performance	149		46		1		—		—		196
Commercial letters of credit	31		—		—		—		—		31
Commitments to make venture and other noninterest-bearing investments 2	31		—		—		—		—		31
Federal funds and other short-term borrowings	4,976		—		—		—		—		4,976
Long-term debt	—		1		—		382		—		383
Operating leases, net of subleases	40		75		54		76		—		245
Unrecognized tax benefits	—		6		—		—		—		6
Total contractual obligations	$	14,499	$	5,743	$	3,612	$	5,433	$	49,506	$	78,793

¹  Indeterminable maturity deposits include noninterest-bearing demand, savings and money market.

²  Commitments to make venture and other noninterest-bearing investments do not have defined maturity dates. They have therefore been considered due on demand, maturing in one year or less.

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In addition to the commitments specifically noted in Schedule 30, we enter into a number of contractual commitments in the ordinary course of business. These include software licensing and maintenance, telecommunications services, facilities maintenance and equipment servicing, supplies purchasing, and other goods and services used in the operation of our business. Generally, these contracts are renewable or cancelable at least annually, although in some cases to secure favorable pricing concessions, we have committed to contracts that may extend to several years.

We also enter into derivative contracts under which we are required either to receive or pay cash, depending on changes in interest rates. These contracts are carried at fair value on the balance sheet with the fair value representing the net present value of the expected future cash receipts and payments based on market rates of interest. The fair value of the contracts changes daily as interest rates change. See Note 7 of the Notes to Consolidated Financial Statements for further information on derivative contracts.

Liquidity Management Actions

Consolidated cash, interest-bearing deposits held as investments, and security resell agreements at the Parent and its subsidiaries decreased to $1.6 billion at December 31, 2017 from $2.5 billion at December 31, 2016. The $0.9billion decrease during 2017 resulted primarily from (1) Net loan originations and purchases, (2) an increase in investment securities, (3) a net decrease in deposits, (4) repurchase of our common stock, (5) repayment of our long-term debt, (6) repurchase and redemption of our preferred stock, and (7) dividends on common and preferred stock. These decreases were partially offset by short-term FHLB borrowings and net cash provided by operating activities.

During 2017 our HTM and AFS investment securities increased by $1.7 billion. This increase was primarily due to purchases of short-to-medium duration agency guaranteed mortgage-backed securities. Prior to the second quarter of 2017, we were adding to our investment portfolio during the past couple of years to increase our HQLA position in light of the new LCR rules and more broadly, to manage balance sheet liquidity more effectively. However, during the second through the fourth quarters of 2017, our HTM and AFS investment securities decreased by $490 million, and we expect the size of the investment portfolio to be generally stable during the next several quarters.

During 2017 we made cash payments totaling $153 million for our long-term debt which matured and did not incur any new long-term debt during the same time period. See Note 12 for additional detail about debt maturities and redemptions during 2017 and 2016. During 2017, we also increased our short-term debt with the FHLB by $3.1 billion, and had $3.6 billion outstanding as of December 31, 2017.

Parent Company Liquidity – The Parent’s cash requirements consist primarily of debt service, investments in and advances to subsidiaries, operating expenses, income taxes, and dividends to preferred and common shareholders. The Parent’s cash needs are usually met through dividends from its subsidiaries, interest and investment income, subsidiaries’ proportionate shares of current income taxes, and long-term debt and equity issuances.

Cash and interest-bearing deposits held as investments at the Parent decreased to $332 million at December 31, 2017 from $531 million at December 31, 2016. This $199 million decrease during 2017 resulted primarily from (1) repurchase of our common stock, (2) repayment of long-term debt, (3) repurchase and redemption of our preferred stock and (4) dividends on our common and preferred stock. This decrease in cash was partially offset by common dividends and return of common equity and preferred dividends received by the Parent from its subsidiary bank. See Notes 12 and 13 of the Notes to Consolidated Financial Statements for additional information about our long-term debt and equity transactions.

During 2017, the Parent received common dividends and return of common equity totaling $534 million and preferred dividends totaling $53 million from its subsidiary bank. During 2016 the Parent received common dividends and return of common equity totaling $250 million and preferred dividends totaling $13 million from its subsidiary bank. At December 31, 2017, ZB, N.A., had $417 million available for the payment of dividends under current capital regulations. The dividends that ZB, N.A. can pay are restricted by current and historical earning levels, retained earnings, and risk-based and other regulatory capital requirements and limitations.

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General financial market and economic conditions impact our access to, and cost of, external financing. Access to funding markets for the Parent and its subsidiary bank is also directly affected by the credit ratings received from various rating agencies. The ratings not only influence the costs associated with the borrowings, but can also influence the sources of the borrowings. The debt ratings and outlooks issued by the various rating agencies for the Company and ZB, N.A. improved during 2017 and are shown in the following schedules.

Schedule 31 presents the Company’s and ZB, N.A.’s ratings as of December 31, 2017.

Schedule 31

CREDIT RATINGS

	Company	ZB, N.A.	Company	ZB, N.A.	Company	ZB, N.A.
Rating agency	Outlook		Long-term issuer/senior debt rating		Subordinated debt rating	Short-term debt rating
S&P	Positive	Positive	BBB-	BBB	BB+	A-2
Moody’s	Stable	Stable	Baa3	Baa3		P-2
Kroll	Positive	Positive	BBB	BBB+	BBB-	K2

The credit rating agencies all rate the Company’s and ZB, N.A.’s senior debt at an investment-grade level. In addition, Kroll rates the Company’s subordinated debt at an investment-grade level, while S&P rates the Company’s subordinated debt as noninvestment-grade.

The Parent’s cash payments for interest, reflected in operating expenses, decreased to $26 million in 2017 from $35 million in 2016 due to the maturity and repayment of long-term debt during 2017 and 2016, partially offset by the increase in interest from short-term FHLB advances. Additionally, the Parent paid approximately $129 million of total dividends on preferred stock and common stock for 2017 compared to $108 million for 2016.

Note 22 of the Notes to Consolidated Financial Statements contains the Parent’s statements of income and cash flows for 2017, 2016 and 2015, as well as its balance sheets at December 31, 2017 and 2016.

At December 31, 2017, maturities of our long-term senior and subordinated debt ranged from June 2023 to September 2028, with effective interest rates from 4.50% to 6.95%.

See Note 12 of the Notes to Consolidated Financial Statements for a complete summary of our long-term debt.

Subsidiary Bank Liquidity – ZB, N.A.’s primary source of funding is its core deposits, consisting of demand, savings and money market deposits, and time deposits under $250,000. On a consolidated basis, the Company’s loan to total deposit ratio was 85.1% as of December 31, 2017, compared to 80.1% as of December 31, 2016, reflecting loan growth and a decrease in deposits during 2017.

Total deposits decreased by $615 million to $52.6 billion at December 31, 2017, compared to $53.2 billion at December 31, 2016. This decrease was a result of a $744 million decrease in savings and money market deposits and a $229 million decrease in noninterest-bearing demand deposits. The decrease was partially offset by a $358 million increase in time deposits. Also, during the first quarter of 2017, ZB, N.A. redeployed approximately $2.6 billion of cash to short-to-medium duration agency guaranteed mortgage-backed securities.

ZB, N.A.’s long-term senior debt ratings are slightly better than the Company’s long-term senior debt ratings. Moody’s rated both ZB, N.A.’s and the Company’s long-term senior debt as Baa3. However, Standard & Poor’s and Kroll both rated ZB, N.A.’s long-term senior debt one notch higher than the Company’s ratings (see Schedule 31).

The FHLB system and Federal Reserve Banks have been and are a source of back-up liquidity, and from time to time, have been a significant source of funding. ZB, N.A. is a member of the FHLB of Des Moines. The FHLB allows member banks to borrow against their eligible loans and securities to satisfy liquidity and funding requirements. The Bank is required to invest in FHLB and Federal Reserve stock to maintain their borrowing capacity.

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At December 31, 2017, the amount available for additional FHLB and Federal Reserve borrowings was approximately $14.7 billion, compared with $17.1 billion at December 31, 2016. Loans with a carrying value of approximately $25.6 billion at December 31, 2017 have been pledged at the FHLB of Des Moines and the Federal Reserve as collateral for current and potential borrowings compared with $24.0 billion at December 31, 2016. At December 31, 2017, we had $3.6 billion of short-term FHLB borrowings outstanding and no long-term FHLB or Federal Reserve borrowings outstanding, compared with $500 million of short-term FHLB borrowings and no long-term FHLB or Federal Reserve borrowings outstanding at December 31, 2016. At December 31, 2017, our total investment in FHLB and Federal Reserve stock was $154 million and $184 million, respectively, compared with $30 million and $181 million at December 31, 2016. Our increased investment in FHLB stock was a result of our increase in short-term FHLB borrowings during 2017.

Our investment activities can provide or use cash, depending on the asset-liability management posture taken. During 2017, HTM & AFS investment securities’ activities resulted in a net increase in investment securities and a net $2.2 billion decrease in cash compared with a net $5.9 billion decrease in cash for 2016.

Maturing balances in our subsidiary bank’s loan portfolios also provide additional flexibility in managing cash flows. Lending activity for both 2017 and 2016 resulted in a net cash outflow of $2.1 billion.

During 2017, we paid income taxes of $246 million, compared to $214 million during 2016.

Operational Risk Management

Operational risk is the risk to current or anticipated earnings or capital arising from inadequate or failed internal processes or systems, human errors or misconduct, or adverse external events. In our ongoing efforts to identify and manage operational risk, we have an ERM department whose responsibility is to help employees, management and the Board of Directors to assess, understand, measure, manage, and monitor risk in accordance with our Risk Appetite Framework. We have documented both controls and the Control Self-Assessment related to financial reporting under the 2013 framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and the FDICIA.

To manage and minimize our operational risk, we have in place transactional documentation requirements; systems and procedures to monitor transactions and positions; systems and procedures to detect and mitigate attempts to commit fraud, penetrate our systems or telecommunications, access customer data, and/or deny normal access to those systems to our legitimate customers; regulatory compliance reviews; and periodic reviews by the Company’s Compliance Risk Management, Internal Audit and Credit Examination departments. Reconciliation procedures have been established to ensure that data processing systems consistently and accurately capture critical data. In addition, the Data Governance department has key governance surrounding data integrity and availability. Further, we have key programs and procedures to maintain contingency and business continuity plans for operational support in the event of natural or other disasters. We also mitigate certain operational risks through the purchase of insurance, including errors and omissions and professional liability insurance.

We are continually improving our oversight of operational risk, including enhancement of risk identification, risk and control self-assessments, and antifraud measures, which are reported on a regular basis to enterprise management committees. The Operational Risk Committee reports to the ERMC, which reports to the ROC. Key measures have been established to increase oversight by ERM and Operational Risk Management through the strengthening of new initiative reviews, enhancements to the Enterprise Procurement and Third Party Risk Management framework, enhancements to the Business Continuity and Disaster Recovery programs and Enterprise Security programs, and the establishment of Fraud Risk Oversight, Incident Response Oversight and Technology Project Oversight programs. Significant enhancements have also been made to governance, technology, and reporting, including the establishment of Policy and Committee Governance programs, the implementation of a governance, risk and control solution, and the creation of an Enterprise Risk Profile and an Operational Risk Profile along with business line risk profiles. In addition, the establishment of an Enterprise Exam Management department has standardized our response and reporting, and increased our effectiveness and efficiencies with regulatory examinations, communications and issues management.

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The number and sophistication of attempts to disrupt or penetrate our critical systems, sometimes referred to as hacking, cyber fraud, cyber attacks, cyber terrorism, or other similar names, also continue to grow. Given the importance and increasing sophistication of cyber attacks, the Company has designated cyber risk a level one risk in its risk taxonomy, which places it at the highest level of oversight with its other top risks.

CAPITAL MANAGEMENT

Overview

The Board of Directors is responsible for approving the policies associated with capital management. The Board has established the Capital Management Committee (“CMC”), chaired by the Chief Financial Officer and consisting of members of management, whose primary responsibility is to recommend and administer the approved capital policies that govern the capital management of the Company and its subsidiary bank. Other major CMC responsibilities include:

• Setting overall capital targets within the Board-approved capital policy, monitoring performance compared to the Company’s Capital Policy limits, and recommending changes to capital including dividends, common stock repurchases, subordinated debt, and changes in major strategies to maintain the Company and its subsidiary bank at well-capitalized levels;

• Maintaining an adequate capital cushion to withstand adverse stress events while continuing to meet the borrowing needs of its customers, and to provide reasonable assurance of continued access to wholesale funding, consistent with fiduciary responsibilities to depositors and bondholders; and

• Reviewing agency ratings of the Company and ZB, N.A.

The Company has a fundamental financial objective to consistently produce superior risk-adjusted returns on its shareholders’ capital. We believe that a strong capital position is vital to continued profitability and to promoting depositor and investor confidence. Specifically, it is the policy of the Parent and ZB, N.A. to:

• Maintain sufficient capital to support current needs;

• Maintain an adequate capital cushion to withstand future adverse stress events while continuing to meet borrowing needs of its customers; and

• Meet fiduciary responsibilities to depositors and bondholders while managing capital distributions to shareholders through dividends and repurchases of common stock so as to be consistent with Federal Reserve guidelines SR 09-04 and 12 U.S.C §§ 56 and 60.

Capital Planning and Stress Testing

The CMC oversees the Company’s capital stress testing under a variety of adverse economic and market scenarios. We have established processes to periodically conduct stress tests to evaluate potential impacts to the Company under hypothetical economic scenarios. These stress tests facilitate our contingency planning and management of capital and liquidity within quantitative limits reflecting the Board of Directors’ risk appetite. These processes are also used to complete the Company’s DFAST as required by the Dodd-Frank Act, and HCR/CCAR as required by the Federal Reserve.

Filing a capital plan with the Federal Reserve based on stress testing and documented sound policies, processes, models, controls, and governance practices, and the subsequent review by the Federal Reserve, is an annual regulatory requirement. This capital plan, which is subject to objection by the Federal Reserve, governs all of the Company’s capital and significant unsecured debt financing actions for a period of five quarters. Among the actions governed by the capital plan are the repurchase of outstanding capital securities and the timing of new capital issuances, and whether the Company can pay or increase dividends. Any such action not included in a capital plan to which the Federal Reserve has not objected cannot be executed without submission of a revised stress test and capital plan for Federal Reserve review and non-objection; de minimis changes are allowed without a complete plan resubmission, subject to receipt of a Federal Reserve non-objection. Regulations require Company disclosure of these stress tests results.

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As a bank holding company with assets greater than $50 billion, we are required by the Dodd-Frank Act to participate in annual stress tests known as the DFAST. In addition, we are required to participate in the Federal Reserve Board’s annual HCR/CCAR for large and non-complex firms (generally, bank holding companies, with assets between $50 billion and $250 billion). In our capital plan, we are required to forecast, under a variety of economic scenarios, our estimated regulatory capital ratios and our GAAP tangible common equity ratio.

A detailed discussion of HCR/CCAR/DFAST requirements is contained on page 11 of the “Capital Plan and Stress Testing” section under Part 1, Item 1 in this Annual Report on Form 10-K.

We submitted our stress test results and 2017 capital plan to the FRB on April 5, 2017. On June 28, 2017, the Board of Governors of the Federal Reserve System notified Zions Bancorporation that the Federal Reserve does not object to Zions Bancorporation’s Board-approved 2017 capital plan. Our capital plan for the period spanning July 1, 2017 through June 30, 2018 includes up to $465 million of common stock repurchases and approximately $140 million of common stock dividends as follows.

• Increasing the quarterly common dividend to $0.24 per share by the second quarter of 2018 following the path of:

◦ $0.12 per share in the third quarter of 2017

◦ $0.16 per share in the fourth quarter of 2017

◦ $0.20 per share in the first quarter of 2018

◦ $0.24 per share in the second quarter of 2018

Capital actions are subject to final approval by Zions Bancorporation’s board of directors, and may be influenced by, among other things, actual earnings performance, business needs and prevailing economic conditions.

On June 22, 2017, we filed a Form 8-K presenting the results of the 2017 DFAST exercise. The results of Zions’ published stress tests demonstrate that the Company believes it has sufficient capital to withstand a severe hypothetical economic downturn. Detailed disclosure of the stress test results can be found on our website.

On June 29, 2016, we filed a Form 8-K announcing that the FRB did not object to our 2016 capital plan (which spans the timeframe of July 31, 2016 to June 30, 2017). The plan included (1) the increase of the quarterly common dividend to $0.08 per share beginning in the third quarter of 2016, (2) up to $180 million in total repurchases of common equity and (3) up to $144 million in total repurchases of preferred equity.

As planned, our quarterly dividend on common stock increased to $0.16 per share during the fourth quarter of 2017. As of December 31, 2017, the Company has repurchased $230 million of its common stock at an average price of $47.42 per share under the 2017 capital plan and $180 million of its common stock at an average price of $35.66 per share under the 2016 capital plan.

During the first quarter of 2018, the Company repurchased an additional $115 million of its common stock at an average price of $53.46 per share, leaving $120 million of repurchase capacity remaining in the 2017 capital plan (which spans the timeframe of July 2017 to June 2018).

Also in accordance with our 2016 capital plan, we redeemed all outstanding shares of our 7.9% Series F preferred stock on the redemption date of June 15, 2017.

Basel III

In 2013, the FRB, FDIC, and OCC published final rules (the “Basel III Capital Rules”) establishing a new comprehensive capital framework for U.S. banking organizations. The rules implemented the Basel Committee’s December 2010 framework, commonly referred to as Basel III, for strengthening international capital standards as well as certain provisions of the Dodd-Frank Act. The Basel III capital rules became effective for the Company on January 1, 2015 and were subject to phase-in periods for certain of their components. In November 2017, the FRB, FDIC and OCC published a final rule for non-advanced approaches banks that extends the regulatory capital

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treatment applicable during 2017 under the regulatory capital rules for certain items. We met all capital adequacy requirements under the Basel III Capital Rules as of December 31, 2017.

A detailed discussion of Basel III requirements, including implications for the Company, is contained on page 10 of the “Capital Standards – Basel Framework” section under Part 1, Item 1 in this Annual Report on Form 10-K.

Capital Management Actions

Total shareholders’ equity increased by $45 million to $7.7 billion at December 31, 2017 from $7.6 billion at December 31, 2016. The increase in total shareholders’ equity is primarily due to net income of $592 million. This increase is partially offset by repurchases of our common stock under our repurchase program totaling $320 million, $144 million paid to redeem our Series F preferred stock, and common and preferred dividends of $129 million.

During the latter part of 2016 and throughout 2017, the market price of our common stock increased above the exercise price of common stock warrants on our common stock. As of December 31, 2017 we have 29.3 million common stock warrants at an exercise price of $35.37 which expire on May 22, 2020 and 5.8 million common stock warrants at an exercise price of $36.27 per share which expire on November 14, 2018. See Note 13 of the Notes to Consolidated Financial Statements for more information on our common stock warrants. The increase in the market price of our common stock increased our diluted shares throughout 2017 and for the fourth quarter of 2016, but did not effect on our diluted shares for the full 2016 year.

Between January 1, 2018 and February 20, 2018, 1.0 million shares of common stock were issued from the cashless exercise of 3.2 million common stock warrants which expire on November 14, 2018. After these common stock warrant exercises, 29.3 million and 2.6 million common stock warrants, which expire on May 22, 2020 and November 14, 2018, respectively, remain outstanding.

Schedule 32 presents the diluted shares from the remaining common stock warrants at various Zions Bancorporation common stock market prices as of February 20, 2018, excluding the effect of changes in exercise cost and warrant share multiplier from the future payment of common stock dividends.

Schedule 32

IMPACT OF COMMON STOCK WARRANTS

Assumed Zions Bancorporation Common Stock Market Price		Diluted Shares (000s)
$	35.00	0
40.00		4,684
45.00		7,825
50.00		10,338
55.00		12,394
60.00		14,107
65.00		15,557

The common dividend rate was increased to $0.16 per share during the fourth quarter of 2017. We paid $89 million in dividends on common stock during 2017, compared to $58 million during 2016. During its January 2018 meeting, the Board of Directors declared a dividend of $0.20 per common share payable on February 22, 2018 to shareholders of record on February 15, 2018.

We paid preferred stock dividends of $40 million and $50 million during 2017 and 2016, respectively. We also recorded a reductions of $2 million and $10 million to net earnings applicable to common shareholders as a result of the preferred stock redemptions during 2017 and 2016.

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Banking organizations are required by capital regulations to maintain adequate levels of capital as measured by several regulatory capital ratios. The Company’s capital ratios as of December 31, 2017, 2016, and 2015 are shown in Schedule 33.

Schedule 33

CAPITAL AND PERFORMANCE RATIOS

	2017		2016		2015
Tangible common equity ratio1	9.3	%	9.5	%	9.6	%
Tangible equity ratio1	10.2		10.6		11.1
Average equity to average assets	12.0		12.8		13.0
Basel III risk-based capital ratios2:
Common equity tier 1 capital	12.1		12.1		12.2
Tier 1 leverage	10.5		11.1		11.3
Tier 1 risk-based	13.2		13.5		14.1
Total risk-based	14.8		15.2		16.1
Return on average common equity	7.7		6.0		3.8
Return on average tangible common equity1	9.0		7.1		4.6

¹  See “GAAP to Non-GAAP Reconciliations” on page 29 for more information regarding these ratios.

²  Based on the applicable phase-in periods.

Note 14 of the Notes to Consolidated Financial Statements provides additional information on risk-based capital.

At December 31, 2017, Basel III regulatory tier 1 risk-based capital and total risk-based capital was $6.8 billion and $7.6 billion, respectively, compared with $6.7 billion and $7.6 billion, respectively, at December 31, 2016.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

Note 1 of the Notes to Consolidated Financial Statements contains a summary of the Company’s significant accounting policies. Discussed below are certain significant accounting policies that we consider critical to the Company’s financial statements. These critical accounting policies were selected because the amounts affected by them are significant to the financial statements. Any changes to these amounts, including changes in estimates, may also be significant to the financial statements. We believe that an understanding of these policies, along with the related estimates we are required to make in recording the financial transactions of the Company, is important to have a complete picture of the Company’s financial condition. In addition, in arriving at these estimates, we are required to make complex and subjective judgments, many of which include a high degree of uncertainty. The following discussion of these critical accounting policies includes the significant estimates related to these policies. We have discussed each of these accounting policies and the related estimates with the Audit Committee of the Board of Directors.

We have included, where applicable in this document, sensitivity schedules and other examples to demonstrate the impact of the changes in estimates made for various financial transactions. The sensitivities in these schedules and examples are hypothetical and should be viewed with caution. Changes in estimates are based on variations in assumptions and are not subject to simple extrapolation, as the relationship of the change in the assumption to the change in the amount of the estimate may not be linear. In addition, the effect of a variation in one assumption is in reality likely to cause changes in other assumptions, which could potentially magnify or counteract the sensitivities.

Fair Value Estimates

We measure or monitor many of our assets and liabilities on a fair value basis. Fair value is the price that could be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. To increase consistency and comparability in fair value measurements, GAAP has established a three-level hierarchy to prioritize the valuation inputs among (1) observable inputs that reflect quoted prices in active markets, (2) inputs

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other than quoted prices with observable market data, and (3) unobservable data such as the Company’s own data or single dealer nonbinding pricing quotes.

When observable market prices are not available, fair value is estimated using modeling techniques such as discounted cash flow analysis. These modeling techniques use assumptions that market participants would consider in pricing the asset or the liability, including assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset, the life of the asset and applicable growth rate, the risk of nonperformance, and other related assumptions.

The selection and weighting of the various fair value techniques may result in a fair value higher or lower than carrying value. Considerable judgment may be involved in determining the amount that is most representative of fair value.

For assets and liabilities recorded at fair value, the Company’s policy is to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements for those items where there is an active market. In certain cases, when market observable inputs for model-based valuation techniques may not be readily available, the Company is required to make judgments about the assumptions market participants would use in estimating the fair value of the financial instrument. The models used to determine fair value adjustments are regularly evaluated by management for relevance under current facts and circumstances.

Changes in market conditions may reduce the availability of quoted prices or observable data. For example, reduced liquidity in the capital markets or changes in secondary market activities could result in observable market inputs becoming unavailable. When market data is not available, the Company uses valuation techniques requiring more management judgment to estimate the appropriate fair value.

Fair value is used on a recurring basis for certain assets and liabilities in which fair value is the primary measure of accounting. Fair value is used on a nonrecurring basis to measure certain assets or liabilities (including HTM securities, loans held for sale, and OREO) for impairment or for disclosure purposes in accordance with current accounting guidance.

Impairment analysis also relates to long-lived assets, goodwill, and core deposit and other intangible assets. An impairment loss is recognized if the carrying amount of the asset is not likely to be recoverable and exceeds its fair value. In determining the fair value, management uses models and applies the techniques and assumptions previously discussed.

Investment securities are valued using several methodologies, which depend on the nature of the security, availability of current market information, and other factors. Investment securities in an unrealized loss position are formally reviewed on a quarterly basis for the presence of other-than-temporary impairment (“OTTI”). OTTI is considered to have occurred if the instrument’s fair value is below its amortized cost and (1) we intend to sell the security, or (2) it is “more likely than not” we will be required to sell the security before recovery of its amortized cost basis, or (3) the present value of expected cash flows is not sufficient to recover the entire amortized cost basis. The “more likely than not” criterion is a lower threshold than the “probable” criterion.

Notes 1, 5, 7, 9, and 3 of the Notes to Consolidated Financial Statements and the “Investment Securities Portfolio” on page 50 contain further information regarding the use of fair value estimates.

Allowance for Credit Losses

The ACL includes the ALLL and the RULC. The ALLL represents management’s estimate of probable losses believed to be inherent in the loan portfolio. The determination of the appropriate level of the allowance is based on periodic evaluations of the portfolios. This process includes both quantitative and qualitative analyses, as well as a qualitative review of the results. The qualitative review requires a significant amount of judgment, and is described in more detail in Note 6 of the Notes to Consolidated Financial Statements.

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The RULC provides for potential losses associated with off-balance sheet lending commitments and standby letters of credit. The reserve is estimated using the same procedures and methodologies as for the ALLL, plus assumptions regarding the probability and amount of unfunded commitments being drawn.

Although we believe that our processes for determining an appropriate level for the allowance adequately address the various components that could potentially result in credit losses, the processes and their elements include features that may be susceptible to significant change. Any unfavorable differences between the actual outcome of credit-related events and our estimates could require an additional provision for credit losses.As an example, if the probability of default risk grade for all pass-graded commercial and CRE loans was immediately downgraded one grade on our internal risk grading scale, the quantitatively determined amount of the ALLL at December 31, 2017 would increase by approximately $105 million. This sensitivity analysis is hypothetical and has been provided only to indicate the potential impact that changes in risk grades may have on the allowance estimate.

Although the qualitative process is subjective, it represents the Company’s best estimate of qualitative factors impacting the determination of the ACL. We believe that given the procedures we follow in determining the ACL, the various components used in the current estimation processes are appropriate.

Note 6 of the Notes to Consolidated Financial Statements and “Credit Risk Management” on page 56contains further information and more specific descriptions of the processes and methodologies used to estimate the ACL.

Accounting for Goodwill

Goodwill is initially recorded at fair value and is subsequently evaluated at least annually for impairment in accordance with current accounting guidance. We perform this annual test as of September 30 of each year, or more often if events or circumstances indicate that its carrying value may not be recoverable. The goodwill impairment test for a given reporting unit (generally one of our banking segments) compares its fair value with its carrying value. If the carrying amount exceeds fair value, an additional analysis must be performed to determine the amount, if any, by which goodwill is impaired.

To determine the fair value, we use a combination of up to three separate methods: comparable publicly-traded financial service companies (primarily banks and bank holding companies) in the western and southwestern states (“Market Value”); where applicable, comparable acquisitions of financial services companies in the western and southwestern states (“Transaction Value”); and the discounted present value of management’s estimates of future cash flows. Critical assumptions that are used as part of these calculations include:

• selection of comparable publicly-traded companies based on location, size, and business focus and composition;

• selection of market comparable acquisition transactions based on location, size, business focus and composition, and date of the transaction;

• the discount rate, which is based on Zions’ estimate of its cost of capital, applied to future cash flows;

• the projections of future earnings and cash flows of the reporting unit;

• the relative weight given to the valuations derived by the three methods described; and

• the control premium associated with reporting units.

We apply a control premium in the Market Value approach to determine the reporting units’ equity values. Control premiums represent the ability of a controlling shareholder to change how the Company is managed and can cause the fair value of a reporting unit as a whole to exceed its market capitalization. Based on a review of historical bank acquisition transactions within the Company’s geographic footprint, and a comparison of the target banks’ market values 30 days prior to the announced transaction to the deal value, we have determined that a control premium ranging from 0% to 15% for the reporting units was appropriate at the most recent test date.

Since estimates are an integral part of the impairment computations, changes in these estimates could have a significant impact on any calculated impairment amount. Estimates include economic conditions, which impact the assumptions related to interest and growth rates, loss rates, and imputed cost of equity capital. The fair value estimates for each reporting unit incorporate current economic and market conditions, including Federal Reserve

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monetary policy expectations and the impact of legislative and regulatory changes. Additional factors that may significantly affect the estimates include, among others, competitive forces, customer behaviors and attrition, loan losses, changes in growth trends, cost structures and technology, changes in equity market values and merger and acquisition valuations, and changes in industry conditions.

Weakening in the economic environment, a decline in the performance of the reporting units, or other factors could cause the fair value of one or more of the reporting units to fall below carrying value, resulting in a goodwill impairment charge. Additionally, new legislative or regulatory changes not anticipated in management’s expectations may cause the fair value of one or more of the reporting units to fall below the carrying value, resulting in a goodwill impairment charge. Any impairment charge would not affect the Company’s regulatory capital ratios, tangible common equity ratio, or liquidity position.

During the fourth quarter of 2017, we performed our annual goodwill impairment evaluation of the entire organization, effective September 30, 2017. We concluded that none of our reporting units was impaired. Furthermore, the evaluation process determined that the fair values of Amegy, CB&T, and Zions Bank exceeded their carrying values by 35%, 54%, and 78%, respectively. Additionally, we performed a hypothetical sensitivity analysis on the discount rate assumption to evaluate the impact of an adverse change to this assumption. If the discount rate applied to future earnings were increased by 100bps, the fair values of Amegy, CB&T, and Zions Bank would exceed their carrying values by 33%, 52%, and 72%, respectively.

Income Taxes

We are subject to the income tax laws of the United States, its states and other jurisdictions where we conduct business. These laws are complex and subject to different interpretations by the taxpayer and the various taxing authorities. Calculation of the provision for income taxes requires significant judgments and estimates about the application of these laws and related regulations. Management attempts to make reasonable interpretations of these tax laws as we prepare the Company’s tax returns. These interpretations are subject to challenge by the tax authorities upon audit or to reinterpretation based on management’s ongoing assessment of facts and evolving case law.

On December 22, 2017, H.R. 1, known as the Tax Cuts and Jobs Act (“the Act”), was signed into law. The Act makes significant changes to the U.S. Internal Revenue Code of 1986, including a decrease in the current corporate federal income tax rate to 21% from 35%, effective January 1, 2018. In conjunction with the enactment of the Act, the SEC issued SAB 118 to address the accounting for certain income tax effects of the Act that may not be complete by the time financial statements are issued. The Company evaluated all available information and made reasonable estimates of the impact of the Act to substantially all components of its net DTA. The provisional impact of the Act on the net DTA resulted in a non-cash charge of $47 million, recorded through income tax expense. The Company anticipates that additional adjustments to net DTA and income tax expense may be made in 2018 as the Company’s initial determination of the tax basis of deferred items such as foregone interest, equity investments in flow-through entities, certain employee compensation arrangements, FDIC-supported transactions and premises and equipment are finalized. These adjustments will be recorded in the financial statements in the reporting period when such adjustments are determined; however, SAB 118 requires all impacts from the Act to be recorded prior to December 22, 2018, which is one year from the enactment date of the Act.

In 2017, the Company early adopted the guidance in ASU 2018-02, which allows reclassification from AOCI to retained earnings for the stranded tax effects related to the change in the corporate income tax rate from the Act. The early adoption of the guidance resulted in a $25 million increase to retained earnings out of AOCI as of December 31, 2017.

We had net DTAs of $93 million at December 31, 2017, compared with $250 million at December 31, 2016. The most significant portions of the deductible temporary differences relate to (1) the ALLL, (2) fair value adjustments or impairment write-downs related to securities, (3) pension and postretirement obligations, and (4) deferred compensation arrangements. No valuation allowance has been recorded as of December 31, 2017 related to DTAs except for a full valuation reserve related to certain acquired net operating losses from an immaterial nonbank

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subsidiary. In assessing the need for a valuation allowance, both the positive and negative evidence about the realization of DTAs were evaluated. The ultimate realization of DTAs is based on the Company’s ability to (1) carry back net operating losses to prior tax periods, (2) utilize the reversal of taxable temporary differences to offset deductible temporary differences, (3) implement tax planning strategies that are prudent and feasible, and (4) generate future taxable income.

After considering the weight of the positive evidence compared to the negative evidence, management has concluded it is more likely than not that we will realize the existing DTAs and that an additional valuation allowance is not needed.

On a quarterly basis, management assesses the reasonableness of its effective tax rate based upon its current best estimate of net income and the applicable taxes expected for the full year. Deferred tax assets and liabilities are also reassessed on a regular basis. Reserves for contingent tax liabilities are reviewed quarterly for adequacy based upon developments in tax law and the status of examinations or audits. We have tax reserves at December 31, 2017 of approximately $5 million, net of federal and/or state benefits, primarily relating to uncertain tax positions for tax credits on technology initiatives.

Note 18 of the Notes to Consolidated Financial Statements contains additional information regarding income taxes.

RECENT ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS

Note 2 of the Notes to Consolidated Financial Statements discusses recently issued accounting pronouncements that we will be required to adopt. Also discussed is our expectation of the impact these new accounting pronouncements will have, to the extent they are material, on our financial condition, results of operations, or liquidity.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information required by this Item is included in “Interest Rate and Market Risk Management” in MD&A beginning on page 68 and is hereby incorporated by reference.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT ON MANAGEMENT’S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Zions Bancorporation and subsidiaries (“the Company”) is responsible for establishing and maintaining adequate internal control over financial reporting for the Company as defined by Exchange Act Rules 13a-15 and 15d-15.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Although any system of internal control can be compromised by human error or intentional circumvention of required procedures, we believe our system provides reasonable assurance that financial transactions are recorded and reported properly, providing an adequate basis for reliable financial statements.

The Company’s management has used the criteria established in Internal Control – Integrated Framework (2013 framework) issued by the COSO to evaluate the effectiveness of the Company’s internal control over financial reporting.

The Company’s management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017 and has concluded that such internal control over financial reporting is effective. There are no material weaknesses in the Company’s internal control over financial reporting that have been identified by the Company’s management.

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Ernst & Young LLP, an independent registered public accounting firm, has audited the consolidated financial statements of the Company for the year ended December 31, 2017 and has also issued an attestation report, which is included herein, on internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”).

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REPORTS OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Shareholders and the Board of Directors of Zions Bancorporation and Subsidiaries

Opinion on Internal Control over Financial Reporting

We have audited Zions Bancorporation and subsidiaries’ internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Zions Bancorporation and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2017 consolidated financial statements of the Company and our report dated February 28, 2018 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report on Management’s Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Salt Lake City, Utah

February 28, 2018

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REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

To the Shareholders and the Board of Directors of Zions Bancorporation and Subsidiaries 

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Zions Bancorporation and subsidiaries (the Company) as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, changes in shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2017, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 28, 2018 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2000.

Salt Lake City, Utah

February 28, 2018

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ZIONS BANCORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
(In millions, shares in thousands)	December 31,
	2017			2016
ASSETS
Cash and due from banks	$	548		$	737
Money market investments:
Interest-bearing deposits	782			1,411
Federal funds sold and security resell agreements	514			568
Investment securities:
Held-to-maturity, at amortized cost (approximate fair value $762 and $850)	770			868
Available-for-sale, at fair value	15,161			13,372
Trading account, at fair value	148			115
Total investment securities	16,079			14,355
Loans held for sale	44			172
Loans and leases, net of unearned income and fees	44,780			42,649
Less allowance for loan losses	518			567
Loans, net of allowance	44,262			42,082
Other noninterest-bearing investments	1,029			884
Premises, equipment and software, net	1,094			1,020
Goodwill	1,014			1,014
Core deposit and other intangibles	2			8
Other real estate owned	4			4
Other assets	916			984
Total assets	$	66,288		$	63,239
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Noninterest-bearing demand	$	23,886		$	24,115
Interest-bearing:
Savings and money market	25,620			26,364
Time	3,115			2,757
Total deposits	52,621			53,236
Federal funds and other short-term borrowings	4,976			827
Long-term debt	383			535
Reserve for unfunded lending commitments	58			65
Other liabilities	571			942
Total liabilities	58,609			55,605
Shareholders’ equity:
Preferred stock, without par value, authorized 4,400 shares	566			710
Common stock, without par value; authorized 350,000 shares; issued and outstanding 197,532 and 203,085 shares	4,445			4,725
Retained earnings	2,807			2,321
Accumulated other comprehensive income (loss)	(139		)	(122		)
Total shareholders’ equity	7,679			7,634
Total liabilities and shareholders’ equity	$	66,288		$	63,239

See accompanying notes to consolidated financial statements.

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ZIONS BANCORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME
(In millions, except shares and per share amounts)	Year Ended December 31,
	2017			2016			2015
Interest income:
Interest and fees on loans	$	1,847		$	1,729		$	1,686
Interest on money market investments	19			21			23
Interest on securities	326			204			124
Total interest income	2,192			1,954			1,833
Interest expense:
Interest on deposits	59			49			49
Interest on short- and long-term borrowings	68			38			69
Total interest expense	127			87			118
Net interest income	2,065			1,867			1,715
Provision for loan losses	24			93			40
Net interest income after provision for loan losses	2,041			1,774			1,675
Noninterest income:
Service charges and fees on deposit accounts	171			171			168
Other service charges, commissions and fees	217			208			187
Wealth management and trust income	42			37			31
Loan sales and servicing income	25			35			31
Capital markets and foreign exchange	30			22			26
Customer-related fees	485			473			443
Dividends and other investment income	40			24			30
Securities gains (losses), net	14			7			(127		)
Other	5			12			11
Total noninterest income	544			516			357
Noninterest expense:
Salaries and employee benefits	1,011			983			973
Occupancy, net	129			125			120
Furniture, equipment and software, net	130			125			123
Other real estate expense, net	(1		)	(2		)	(1		)
Credit-related expense	29			26			29
Provision for unfunded lending commitments	(7		)	(10		)	(6		)
Professional and legal services	54			55			50
Advertising	22			22			25
FDIC premiums	53			40			34
Amortization of core deposit and other intangibles	6			8			9
Other	223			213			225
Total noninterest expense	1,649			1,585			1,581
Income before income taxes	936			705			451
Income taxes	344			236			142
Net income	592			469			309
Preferred stock dividends	(40		)	(48		)	(62		)
Preferred stock redemption	(2		)	(10		)	—
Net earnings applicable to common shareholders	$	550		$	411		$	247
Weighted average common shares outstanding during the year:
Basic shares (in thousands)	200,776			203,855			203,265
Diluted shares (in thousands)	209,653			204,269			203,698
Net earnings per common share:
Basic	$	2.71		$	2.00		$	1.20
Diluted	2.60			1.99			1.20

See accompanying notes to consolidated financial statements.

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ZIONS BANCORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)	Year Ended December 31,
	2017			2016			2015
Net income	$	592		$	469		$	309
Other comprehensive income (loss), net of tax:
Net unrealized holding losses on investment securities	(2		)	(74		)	(23		)
Reclassification of HTM securities to AFS securities	—			—			11
Reclassification to earnings for realized net securities losses	—			—			86
Net unrealized gains (losses) on other noninterest-bearing investments	3			2			(3		)
Net unrealized holding gains (losses) on derivative instruments	(3		)	5			7
Reclassification adjustment for increase in interest income recognized in earnings on derivative instruments	(2		)	(7		)	(6		)
Pension and postretirement	12			7			1
Effect of new tax rates from Tax Cuts and Jobs Act of 2017	(25		)	—			—
Other comprehensive income (loss)	(17		)	(67		)	73
Comprehensive income	$	575		$	402		$	382

See accompanying notes to consolidated financial statements.

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ZIONS BANCORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In millions, except shares and per share amounts)	Preferred stock			Common stock					Retained earnings			Accumulated other comprehensive income (loss)			Total shareholders’ equity
				Shares (in thousands)		Amount
Balance at December 31, 2014	$	1,004		203,015		$	4,724		$	1,769		$	(128	)	$	7,369
Net income									309						309
Other comprehensive income, net of tax												73			73
Preferred stock redemption	(176		)			3			(3		)				(176		)
Net activity under employee plans and related tax benefits				1,402		40									40
Dividends on preferred stock									(62		)				(62		)
Dividends on common stock, $0.22 per share									(45		)				(45		)
Change in deferred compensation									(1		)				(1		)
Balance at December 31, 2015	828			204,417		4,767			1,967			(55		)	7,507
Net income									469						469
Other comprehensive income (loss), net of tax												(67		)	(67		)
Preferred stock redemption	(118		)			2			(10		)				(126		)
Company common stock repurchased under repurchase programs				(2,889	)	(90		)							(90		)
Net activity under employee plans and related tax benefits				1,557		46									46
Dividends on preferred stock									(48		)				(48		)
Dividends on common stock, $0.28 per share									(58		)				(58		)
Change in deferred compensation									1						1
Balance at December 31, 2016	710			203,085		4,725			2,321			(122		)	7,634
Net income									592						592
Other comprehensive income, net of tax												8			8
Preferred stock redemption	(144		)			2			(2		)				(144		)
Company common stock repurchased under repurchase programs				(7,009	)	(320		)							(320		)
Net activity under employee plans and related tax benefits				1,456		38									38
Dividends on preferred stock									(40		)				(40		)
Dividends on common stock, $0.44 per share									(89		)				(89		)
Effect of new tax rates from Tax Cuts and Jobs Act of 2017									25			(25		)	—
Balance at December 31, 2017	$	566		197,532		$	4,445		$	2,807		$	(139	)	$	7,679

See accompanying notes to consolidated financial statements.

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ZIONS BANCORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)	Year Ended December 31,
	2017			2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	592		$	469		$	309
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	17			83			34
Depreciation and amortization	179			123			86
Share-based compensation	25			26			25
Securities losses (gains), net	(14		)	(7		)	127
Deferred income tax expense (benefit)	154			(8		)	(30		)
Net decrease (increase) in trading securities	(33		)	(67		)	22
Net decrease (increase) in loans held for sale	97			1			(6		)
Change in other liabilities	29			1			(6		)
Change in other assets	(89		)	(10		)	(67		)
Other, net	(29		)	(15		)	(30		)
Net cash provided by operating activities	928			596			464
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in money market investments	683			4,749			1,837
Proceeds from maturities and paydowns of investment securities held-to-maturity	314			94			123
Purchases of investment securities held-to-maturity	(216		)	(416		)	(61		)
Proceeds from sales, maturities, and paydowns of investment securities available-for-sale	2,412			3,787			1,681
Purchases of investment securities available-for-sale	(4,719		)	(9,359		)	(5,513		)
Net change in loans and leases	(2,135		)	(2,102		)	(563		)
Purchases and sales of other noninterest-bearing investments	(105		)	(20		)	31
Purchases of premises and equipment	(169		)	(196		)	(157		)
Proceeds from sales of other real estate owned	8			20			25
Other, net	8			7			18
Net cash used in investing activities	(3,919		)	(3,436		)	(2,579		)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits	(614		)	2,883			2,526
Net change in short-term funds borrowed	2,149			480			103
Proceeds from debt over 90 days and up to one year	5,100			—			—
Repayments of debt over 90 days and up to one year	(3,100		)	—			—
Cash paid for preferred stock redemptions	(144		)	(126		)	(176		)
Repayments of long-term debt	(153		)	(280		)	(288		)
Company common stock repurchased	(332		)	(97		)	(7		)
Proceeds from the issuance of common stock	25			25			22
Dividends paid on common and preferred stock	(129		)	(108		)	(108		)
Other, net	—			2			(1		)
Net cash provided by financing activities	2,802			2,779			2,071
Net decrease in cash and due from banks	(189		)	(61		)	(44		)
Cash and due from banks at beginning of year	737			798			842
Cash and due from banks at end of year	$	548		$	737		$	798
Cash paid for interest	$	118		$	83		$	102
Net cash paid for income taxes	246			214			132
Noncash activities are summarized as follows:
Loans held for investment transferred to other real estate owned	6			15			12
Loans held for investment reclassified to loans held for sale, net	25			50			5
AFS securities purchased, not settled	5			395			—
Adjusted cost of HTM securities reclassified as AFS securities	—			—			79

See accompanying notes to consolidated financial statements.

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ZIONS BANCORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2017

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

Zions Bancorporation (“the Parent”) is a financial holding company headquartered in Salt Lake City, Utah, which owns and operates a commercial bank. The Parent and its subsidiaries (collectively “the Company”) provide a full range of banking and related services in 11 western and southwestern states through seven separately managed and branded units as follows: Zions Bank, in Utah, Idaho and Wyoming; California Bank & Trust (“CB&T”); Amegy Bank (“Amegy”), in Texas; National Bank of Arizona (“NBAZ”); Nevada State Bank (“NSB”); Vectra Bank Colorado (“Vectra”), in Colorado and New Mexico; and The Commerce Bank of Washington (“TCBW”) which operates under that name in Washington and under the name The Commerce Bank of Oregon (“TCBO”) in Oregon. Pursuant to a Board resolution adopted November 21, 2014, TCBO merged into TCBW effective March 31, 2015. The Parent also owns and operates certain nonbank subsidiaries that engage in financial services.

Basis of Financial Statement Presentation

The consolidated financial statements include the accounts of the Parent and its majority-owned subsidiaries (“the Company,” “we,” “our,” “us”). Unconsolidated investments where we have the ability to exercise significant influence over the operating and financial policies of the respective investee are accounted for using the equity method of accounting; those that are not consolidated or accounted for using the equity method of accounting are accounted for under cost or fair value accounting. All significant intercompany accounts and transactions have been eliminated in consolidation.

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and prevailing practices within the financial services industry. References to GAAP, including standards promulgated by the Financial Accounting Standards Board (“FASB”), are made according to sections of the Accounting Standards Codification (“ASC”). Changes to the ASC are made with Accounting Standards Updates (“ASU”) that include consensus issues of the Emerging Issues Task Force (“EITF”). In certain cases, ASUs are issued jointly with International Financial Reporting Standards.

In preparing the consolidated financial statements, we are required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Certain prior year amounts have been reclassified to conform with the current year presentation. These reclassifications did not affect net income or shareholders’ equity.

Variable Interest Entities

A variable interest entity (“VIE”) is consolidated when a company is the primary beneficiary of the VIE. Current accounting guidance requires continuous analysis on a qualitative rather than a quantitative basis to determine the primary beneficiary of a VIE. At the commencement of our involvement, and periodically thereafter, we consider our consolidation conclusions for all entities with which we are involved. As of December 31, 2017 and 2016, no VIEs have been consolidated in the Company’s financial statements.

Statement of Cash Flows

For purposes of presentation in the consolidated statements of cash flows, “cash and cash equivalents” are defined as those amounts included in cash and due from banks in the consolidated balance sheets.

Fair Value Estimates

We measure many of our assets and liabilities on a fair value basis. Fair value is the price that could be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. To improve consistency and comparability in fair value measurements, GAAP has established a hierarchy to prioritize the

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valuation inputs among three levels. The Company prioritizes quoted prices in active markets, and minimizes reliance on unobservable inputs when possible. When observable market prices are not available, fair value is estimated using modeling techniques such as discounted cash flow analysis. These modeling techniques use assumptions that market participants would consider in pricing the asset or the liability, including assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset, the life of the asset and applicable growth rate, the risk of nonperformance, and other related assumptions. Changes in market conditions may reduce the availability of quoted prices or observable data. When market data is not available, the Company uses valuation techniques requiring more management judgment to estimate the appropriate fair value. See Note 3 of the Notes to Consolidated Financial Statements for further information regarding the use of fair value estimates.

Security Resell Agreements

Security resell agreements represent overnight and term agreements with the majority maturing within 30 days. These agreements are generally treated as collateralized financing transactions and are carried at amounts at which the securities were acquired plus accrued interest. Either the Company, or in some instances third parties on its behalf, take possession of the underlying securities. The fair value of such securities is monitored throughout the contract term to ensure that asset values remain sufficient to protect against counterparty default. We are permitted by contract to sell or repledge certain securities that we accept as collateral for security resell agreements. If sold, our obligation to return the collateral is recorded as “securities sold, not yet purchased” and included as a liability in “Federal funds and other short-term borrowings.” At December 31, 2017, we held $287 million of securities for which we were permitted by contract to sell or repledge. Security resell agreements averaged $360 million during 2017, and the maximum amount outstanding at any month-end during 2017 was $1.8 billion.

Investment Securities

We classify our investment securities according to their purpose and holding period. Gains or losses on the sale of securities are recognized using the specific identification method and recorded in noninterest income.

Held-to-maturity (“HTM”) debt securities are carried at amortized cost with purchase discounts or premiums accreted or amortized into interest income over the contractual life of the security. The Company has the intent and ability to hold such securities until maturity.

Available-for-sale (“AFS”) securities are stated at fair value and generally consist of debt securities held for investment. Unrealized gains and losses of AFS securities, after applicable taxes, are recorded as a component of other comprehensive income (“OCI”).

We review quarterly our investment securities portfolio for any declines in value that are considered to be other-than-temporary impairment (“OTTI”). The process, methodology, and factors considered to evaluate securities for OTTI are discussed further in Note 5.

Trading securities are stated at fair value and consist of securities acquired for short-term appreciation or other trading purposes. Realized and unrealized gains and losses are recorded in trading income, which is included in “Capital markets and foreign exchange.”

The fair values of investment securities, as estimated under current accounting guidance, are discussed in Note 3.

Loans and Allowance for Credit Losses

Loans are reported at the principal amount outstanding, net of unearned income. Unearned income, which includes deferred fees net of deferred direct loan origination costs, is amortized to interest income over the life of the loan using the interest method. Interest income is recognized on an accrual basis.

At the time of origination, we determine whether loans will be held for investment or held for sale. We may subsequently change our intent to hold loans for investment and reclassify them as held for sale. Loans held for sale are carried at the lower of aggregate cost or fair value. A valuation allowance is recorded when cost exceeds fair

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value based on reviews at the time of reclassification and periodically thereafter. Gains and losses are recorded in noninterest income based on the difference between sales proceeds and carrying value.

We evaluate loans throughout their lives for signs of credit deterioration, which may impact the loan’s status, and potentially impact our accounting for that loan. Loan status categories include past due as to contractual payments, nonaccrual, impaired, and restructured (including troubled debt restructurings (“TDRs”)). Our accounting policies for these loan statuses and our estimation of the related allowance for loan losses (“ALLL”) are discussed further in Note 6.

In the ordinary course of business, we transfer portions of loans under participation agreements to manage credit risk and our portfolio concentration. We evaluate the loan participations to determine if they meet the appropriate accounting guidance to qualify as sales. Certain purchased loans require separate accounting procedures that are also discussed in Note 6.

The allowance for credit losses (“ACL”) includes the ALLL and the reserve for unfunded lending commitments (“RULC”), and represents our estimate of losses inherent in the loan portfolio that may be recognized from loans and lending commitments that are not recoverable. Further discussion of our estimation process for the ACL is included in Note 6.

Other Noninterest-Bearing Investments

These investments include investments in private equity funds (referred to in this document as private equity investments “PEIs”), venture capital securities, securities acquired for various debt and regulatory requirements, bank-owned life insurance, and certain other noninterest-bearing investments. See further discussions in Notes 5, 15 and 3.

Certain PEIs and venture capital securities are accounted for under the equity method and reported at fair value. Changes in fair value and gains and losses from sales are recognized in noninterest income. The values assigned to the securities where no market quotations exist are based upon available information and may not necessarily represent amounts that will ultimately be realized. Such estimated amounts depend on future circumstances and will not be realized until the individual securities are liquidated.

Bank-owned life insurance is accounted for at fair value based on the cash surrender values (“CSVs”) of the general account insurance policies. A third party service provides these values.

Other PEIs and those acquired for various debt and regulatory requirements are accounted for at cost. Periodic reviews are conducted for impairment by comparing carrying values with estimates of fair value determined according to the previous discussion.

Premises, Equipment and Software, Net

Premises, equipment and software are stated at cost, net of accumulated depreciation and amortization. Depreciation, computed primarily on the straight-line method, is charged to operations over the estimated useful lives of the properties, generally 25 to 40 years for buildings, 3 to 10 years for furniture and equipment, and 3 to 10 years for software, including capitalized costs related to the Company’s technology initiatives. Leasehold improvements are amortized over the terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter.

Goodwill and Identifiable Intangible Assets

Goodwill and intangible assets deemed to have indefinite lives are not amortized. We subject these assets to annual specified impairment tests as of the beginning of the fourth quarter and more frequently if changing conditions warrant. Core deposit assets and other intangibles with finite useful lives are generally amortized on an accelerated basis using an estimated useful life of up to 12 years.

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Business Combinations

Business combinations are accounted for under the acquisition method of accounting. Upon initially obtaining control, we recognize 100% of all acquired assets and all assumed liabilities regardless of the percentage owned. The assets and liabilities are recorded at their estimated fair values, with goodwill being recorded when such fair values are less than the cost of acquisition. Certain transaction and restructuring costs are expensed as incurred. Changes to estimated fair values from a business combination are recognized as an adjustment to goodwill over the measurement period, which cannot exceed one year from the acquisition date. Results of operations of the acquired business are included in our statement of income from the date of acquisition.

Other Real Estate Owned

Other real estate owned (“OREO”) consists principally of commercial and residential real estate obtained in partial or total satisfaction of loan obligations. Amounts are recorded initially at fair value (less any selling costs) based on property appraisals at the time of transfer and subsequently at the lower of cost or fair value (less any selling costs).

Derivative Instruments

We use derivative instruments, including interest rate swaps and floors and basis swaps, as part of our overall interest rate risk management strategy. These instruments enable us to manage to desired asset and liability duration and to reduce interest rate risk exposure by matching estimated repricing periods of interest-sensitive assets and liabilities. We also execute derivative instruments with commercial banking customers to facilitate their risk management strategies. These derivatives are immediately hedged by offsetting derivatives with third parties such that we minimize our net risk exposure as a result of such transactions. We record all derivatives at fair value in the balance sheet as either other assets or other liabilities. See further discussion in Note 7.

Commitments and Letters of Credit

In the ordinary course of business, we enter into commitments to extend credit, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded in the financial statements when they become payable. The credit risk associated with these commitments is evaluated in a manner similar to the ALLL. The RULC is presented separately in the balance sheet.

Revenue Recognition

Service charges and fees on deposit accounts are recognized in accordance with published deposit account agreements for customer accounts or contractual agreements for commercial accounts. Other service charges, commissions and fees include interchange fees, bank services, and other fees, which are generally recognized at the time of transaction or as the services are performed.

Share-Based Compensation

Share-based compensation generally includes grants of stock options, restricted stock, restricted stock units (“RSUs”), and other awards to employees and non-employee directors. We recognize compensation expense in the statement of income based on the grant-date value of the associated share-based awards. See further discussion in Note 17.

Income Taxes

Deferred tax assets and liabilities are determined based on temporary differences between financial statement asset and liability amounts and their respective tax bases, and are measured using enacted tax laws and rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not. Unrecognized tax benefits for uncertain tax positions relate primarily to state tax contingencies. See further discussion in Note 18.

Net Earnings Per Common Share

Net earnings per common share is based on net earnings applicable to common shareholders, which is net of preferred stock dividends. Basic net earnings per common share is based on the weighted average outstanding

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common shares during each year. Unvested share-based awards with rights to receive nonforfeitable dividends are considered participating securities and included in the computation of basic earnings per share. Diluted net earnings per common share is based on the weighted average outstanding common shares during each year, including common stock equivalents. Stock options, restricted stock, RSUs, and stock warrants are converted to common stock equivalents using the treasury stock method. Diluted net earnings per common share excludes common stock equivalents whose effect is antidilutive. See further discussion in Note 19.

2. RECENT ACCOUNTING PRONOUNCEMENTS

Standard	Description	Date of adoption	Effect on the financial statements or other significant matters
Standards not adopted by the Company during 2017
ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and subsequent related ASUs	The core principle of the new guidance is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The banking industry does not expect significant changes because major sources of revenue are from financial instruments that have been excluded from the scope of the new standard, (including loans, derivatives, debt and equity securities, etc.). However, these new standards affect other fees charged by banks, such as asset management fees, credit card interchange fees, deposit account fees, etc. Adoption may be made on a full retrospective basis with practical expedients, or on a modified retrospective basis with a cumulative effect adjustment. Additionally, the new guidance significantly increases the disclosures related to revenue recognition practices.	January 1, 2018	Approximately 85% of our revenue, including all of our interest income and a portion of our noninterest income, is out of scope of the guidance. The contracts that are in scope of the guidance are primarily related to service charges and fees on deposit accounts, wealth management and trust income, and other service charges, commissions and fees. We have completed our review of these contracts and have not identified any material changes in the timing of revenue recognition. We adopted this guidance January 1, 2018 using the modified retrospective transition method. There was no material impact at adoption to the Company’s consolidated financial statements.
ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities	The standard provides revised accounting guidance related to the accounting for and reporting of financial instruments. Some of the main provisions include: – Equity investments that do not result in consolidation and are not accounted for under the equity method would be measured at fair value through net income. – Changes in instrument-specific credit risk for financial liabilities that are measured under the fair value option would be recognized in OCI. – Elimination of the requirement to disclose the methods and significant assumptions used to estimate the fair value of financial instruments carried at amortized cost. However, it will require the use of exit price when measuring the fair value of financial instruments measured at amortized cost for disclosure purposes.	January 1, 2018	We do not have a significant amount of equity securities classified as AFS. Additionally, we do not have any financial liabilities accounted for under the fair value option. Therefore, the transition adjustment upon adoption of this guidance as of January 1, 2018 was not material. We are refining our valuation models to better account for an exit price, which will not change our financial statements, but will have an impact on our disclosures.

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Standard	Description	Date of adoption	Effect on the financial statements or other significant matters
Standards not adopted by the Company during 2017 (continued)
ASC 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvement to Accounting for Hedging Activities	The purpose of this standard is to better align a company’s financial reporting for hedging activities, with the economic objectives of those activities. The standard is effective for public business entities for fiscal years beginning after December 15, 2018, with early adoption, including adoption in an interim period, permitted. The standard requires a modified retrospective transition method that requires recognition of the cumulative effect of the change on the opening balance of each affected component of equity in the statement of financial position as of the date of adoption.	January 1, 2018	We early adopted this guidance as of January 1, 2018. The adoption of this guidance did not have a material impact on our consolidated financial statements at transition.
ASU 2016-02, Leases (Topic 842)	The standard requires that a lessee recognize assets and liabilities for leases with lease terms of more than 12 months. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, the standard will require both types of leases to be recognized on the balance sheet. It also requires disclosures to better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements.	January 1, 2019	We are currently evaluating the potential impact of this guidance on the Company’s financial statements. As of December 31, 2017, the Company had minimum noncancelable operating lease payments of $245 million that are being evaluated. The implementation team is working on gathering all key lease data elements to meet the requirements of the new guidance. Additionally, we are implementing new lease software that will accommodate the new accounting requirements.
ASU 2017-08, Nonrefundable Fees and Other Costs (Subtopic 310-20). Premium Amortization on Purchased Callable Debt Securities	The amendments in this ASU shorten the amortization period for certain callable debt securities held at a premium. The standard requires the premium to be amortized to the earliest call date. The update does not change the accounting for securities held at a discount.	January 1, 2019	Our initial analysis suggests this guidance will not have a material impact on the Company’s financial statements, but we will continue to monitor its impact as we move closer to implementation.
ASU 2016-13, Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	The standard significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard replaces today’s “incurred loss” approach with an “expected loss” model for instruments such as loans and HTM securities that are measured at amortized cost. The standard requires credit losses relating to AFS debt securities to be recorded through an ACL rather than a reduction of the carrying amount. It also changes the accounting for purchased credit-impaired (“PCI”)debt securities and loans. The standard retains many of the current disclosure requirements in current GAAP and expands certain disclosure requirements. Early adoption of the guidance is permitted as of January 1, 2019.	January 1, 2020	We have formed an implementation team led jointly by Credit and the Corporate Controller’s group, that also includes other lines of business and functions within the Company. The implementation team is working on developing models that can meet the requirements of the new guidance. While this standard may potentially have a material impact on the Company’s financial statements, we are still in process of conducting our evaluation.

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Standard	Description	Date of adoption	Effect on the financial statements or other significant matters
Standards not adopted by the Company during 2017 (continued)
ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment	The standard eliminates the requirement to calculate the implied fair value of goodwill (i.e. Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, entities would record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on Step 1 of the current guidance). The standard does not change the guidance on completing Step 1 of the goodwill impairment test. The standard also continues to allow entities to perform the optional qualitative goodwill impairment assessment before determining whether to proceed to Step 1. The standard is effective for the Company as of January 1, 2020. Early adoption is allowed for any goodwill impairment test performed after January 1, 2017.	January 1, 2020	We do not currently expect this guidance will have a material impact on the Company’s financial statements since the fair values of our reporting units were not lower than their respective carrying amounts at the time of our goodwill impairment analysis for 2017.
Standard	Description	Date of adoption	Effect on the financial statements or other significant matters
Standards adopted by the Company during 2017
ASU 2016-09, Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting	The standard requires entities to recognize the income tax effects of share-based awards in the income statement when the awards vest or are settled (i.e. the additional paid-in capital pools will be eliminated). The guidance on employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation and for forfeitures is changing. The standard also provides an entity the option to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur.	January 1, 2017	Upon adoption of this ASU, there was no material impact from the cumulative effect adjustment to retained earnings. We elected to account for forfeitures when they occur and to reflect excess tax benefits in the operating section of the statement of cash flows on a prospective basis.
ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income	The standard allows a one-time movement between Accumulated Other Comprehensive Income (“AOCI”) and Retained Earnings to adjust for amounts that would otherwise be stranded in AOCI as a result of implementing changes due to the enactment of H.R. 1, known as the Tax Cuts and Jobs Act. The standard is effective for public companies for fiscal years beginning after December 15, 2018, with early adoption, including in an interim period, permitted.	December 31, 2017	The Company adopted this standard for the 2017 fiscal year financial statements with a $25 million adjusting entry between AOCI and Retained Earnings.

3. FAIR VALUE

Fair Value Measurement

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. To measure fair value, a hierarchy has been established that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs. This hierarchy uses three levels of inputs to measure the fair value of assets and liabilities as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities in active markets that the Company has the ability to access;

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Level 2 – Observable inputs other than Level 1 including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in less active markets, observable inputs other than quoted prices that are used in the valuation of an asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means; and

Level 3 – Unobservable inputs supported by little or no market activity for financial instruments whose value is determined by pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Market activity is presumed to be orderly in the absence of evidence of forced or disorderly sales, although such sales may still be indicative of fair value. Applicable accounting guidance precludes the use of blockage factors or liquidity adjustments due to the quantity of securities held by an entity.

We use fair value to measure certain assets and liabilities on a recurring basis when fair value is the primary measure for accounting. Fair value is used on a nonrecurring basis to measure certain assets when adjusting carrying values, such as the application of lower of cost or fair value accounting, including recognition of impairment on assets. Fair value is also used when providing required disclosures for certain financial instruments.

Fair Value Policies and Procedures

We have various policies, processes and controls in place to ensure that fair values are reasonably developed, reviewed and approved for use. These include a Securities Valuation Committee, comprised of executive management, that reviews and approves on a quarterly basis the key components of fair value estimation, including critical valuation assumptions for Level 3 modeling. A Model Risk Management Group conducts model validations, including internal models, and sets policies and procedures for revalidation, including the timing of revalidation.

Third Party Service Providers

We use a third party pricing service to measure fair value for approximately 92% of our AFS Level 2 securities. Fair value measurements for other AFS Level 2 securities generally use certain inputs corroborated by market data and include standard discounted cash flow analysis.

For Level 2 securities, the third party pricing service provides documentation on an ongoing basis that presents market corroborative data, including detail pricing information and market reference data. The documentation includes benchmark yields, reported trades, broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data, including information from the vendor trading platform. We review, test and validate this information as appropriate. Absent observable trade data, we do not adjust prices from our third party sources.

The following describes the hierarchy designations, valuation methodologies, and key inputs to measure fair value on a recurring basis for designated financial instruments:

Available-for-Sale

U.S. Treasury, Agencies and Corporations

U.S. Treasury securities are measured under Level 1 using quoted market prices when available. U.S. agencies and corporations are measured under Level 2 generally using the previously discussed third party pricing service.

Municipal Securities

Municipal securities are measured under Level 2 generally using the third party pricing service or an internal model. Valuation inputs include Baa municipal curves, as well as Federal Home Loan Bank (“FHLB”) and LIBOR swap curves. Our valuation methodology for non-rated municipal securities changed at year-end of

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2015 to utilize more observable inputs, primarily municipal market yield curves, compared to our previous valuation method. The resulting values were determined to be Level 2.

Money Market Mutual Funds and Other

Money market mutual funds and other securities are measured under Level 1 or Level 2. For Level 1, quoted market prices are used which may include net asset values (“NAVs”) or their equivalents. Level 2 valuations generally use quoted prices for similar securities.

Trading Account

Securities in the trading account are generally measured under Level 2 using third party pricing service providers as described previously.

Bank-Owned Life Insurance

Bank-owned life insurance (“BOLI”) is measured under Level 2 according to CSVs of the insurance policies that are provided by a third party service. Nearly all policies are general account policies with CSVs based on the Company’s claims on the assets of the insurance companies. The insurance companies’ investments include predominantly fixed income securities consisting of investment-grade corporate bonds and various types of mortgage instruments. Management regularly reviews its BOLI investment performance, including concentrations among insurance providers.

Private Equity Investments

PEIs are measured under Level 3. The majority of these investments are held in Zions’ Small Business Investment Company (“SBIC”) and are early stage venture investments. The fair value measurements of these investments are reviewed on a quarterly basis by the Securities Valuation Committee. The Equity Investments Committee, consisting of executives familiar with the investments, reviews periodic financial information, including audited financial statements when available.

Certain valuation analytics may be employed that include current and projected financial performance, recent financing activities, economic and market conditions, market comparables, market liquidity, sales restrictions, and other factors. A significant change in the expected performance of the individual investment would result in a change in the fair value measurement of the investment. The amount of unfunded commitments to invest is disclosed in Note 15. Certain restrictions apply for the redemption of these investments and certain investments are prohibited by the Volcker Rule. See discussion in Notes 5 and 15.

Agriculture Loan Servicing

This asset results from our servicing of agriculture loans approved and funded by Federal Agricultural Mortgage Corporation (“FAMC”). We provide this servicing under an agreement with FAMC for loans they own. The asset’s fair value represents our projection of the present value of future cash flows measured under Level 3 using discounted cash flow methodologies.

Interest-Only Strips

Interest-only strips are created as a by-product of the securitization process. When the guaranteed portions of Small Business Administration (“SBA”) 7(a) loans are pooled, interest-only strips may be created in the pooling process. The asset’s fair value represents our projection of the present value of future cash flows measured under Level 3 using discounted cash flow methodologies.

Deferred Compensation Plan Assets and Obligations

Invested assets in the deferred compensation plan consist of shares of registered investment companies. These mutual funds are valued under Level 1 at quoted market prices, which represents the NAV of shares held by the plan at the end of the period.

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Derivatives

Derivatives are measured according to their classification as either exchange-traded or over-the-counter. Exchange-traded derivatives consist of foreign currency exchange contracts measured under Level 1 because they are traded in active markets. Over-the-counter derivatives, including those for customers, consist of interest rate swaps and options. These derivatives are measured under Level 2 using third party services. Observable market inputs include yield curves (the LIBOR swap curve and relevant overnight index swap curves), foreign exchange rates, commodity prices, option volatilities, counterparty credit risk, and other related data. Credit valuation adjustments are required to reflect nonperformance risk for both the Company and the respective counterparty. These adjustments are determined generally by applying a credit spread to the total expected exposure of the derivative.

Securities Sold, Not Yet Purchased

Securities sold, not yet purchased, included in “Federal funds and other short-term borrowings” on the balance sheet, are measured under Level 1 using quoted market prices. If not available, quoted prices under Level 2 for similar securities are used.

Quantitative Disclosure by Fair Value Hierarchy

Assets and liabilities measured at fair value by class on a recurring basis are summarized as follows:

(In millions)	December 31, 2017
	Level 1		Level 2		Level 3		Total
ASSETS
Investment securities:
Available-for-sale:
U.S. Treasury, agencies and corporations	$	25	$	13,706	$	—	$	13,731
Municipal securities			1,334				1,334
Other debt securities			24				24
Money market mutual funds and other	71		1				72
Total Available-for-sale	96		15,065		—		15,161
Trading account			148				148
Other noninterest-bearing investments:
Bank-owned life insurance			507				507
Private equity investments					95		95
Other assets:
Agriculture loan servicing and interest-only strips					18		18
Deferred compensation plan assets	102						102
Derivatives:
Interest rate related and other			1				1
Interest rate swaps for customers			28				28
Foreign currency exchange contracts	9						9
Total Assets	$	207	$	15,749	$	113	$	16,069
LIABILITIES
Securities sold, not yet purchased	$	95	$	—	$	—	$	95
Other liabilities:
Deferred compensation plan obligations	102						102
Derivatives:
Interest rate swaps for customers			33				33
Foreign currency exchange contracts	7						7
Total Liabilities	$	204	$	33	$	—	$	237

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(In millions)	December 31, 2016
	Level 1		Level 2		Level 3		Total
ASSETS
Investment securities:
Available-for-sale:
U.S. Treasury, agencies and corporations	$	—	$	12,009	$	—	$	12,009
Municipal securities			1,154				1,154
Other debt securities			24				24
Money market mutual funds and other	184		1				185
Total Available-for-sale	184		13,188		—		13,372
Trading account			115				115
Other noninterest-bearing investments:
Bank-owned life insurance			497				497
Private equity investments 1	18				73		91
Other assets:
Agriculture loan servicing and interest-only strips					20		20
Deferred compensation plan assets	91						91
Derivatives:
Interest rate related and other			4				4
Interest rate swaps for customers			49				49
Foreign currency exchange contracts	11						11
Total Assets	$	304	$	13,853	$	93	$	14,250
LIABILITIES
Securities sold, not yet purchased	$	25	$	—	$	—	$	25
Other liabilities:
Deferred compensation plan obligations	91						91
Derivatives:
Interest rate related and other			1				1
Interest rate swaps for customers			49				49
Foreign currency exchange contracts	9						9
Total Liabilities	$	125	$	50	$	—	$	175

¹The level 1 PEIs amount relates to the portion of our SBIC investments that are now publicly traded.

Reconciliation of Level 3 Fair Value Measurements

The following reconciles the beginning and ending balances of assets and liabilities that are measured at fair value by class on a recurring basis using Level 3 inputs:

	Level 3 Instruments
	December 31, 2017						December 31, 2016
(In millions)	Private equity investments			Ag loan svcg and int-only strips			Private equity investments			Ag loan svcg and int-only strips
Balance at beginning of year	$	73		$	20		$	58		$	14
Securities gains, net	7			—			6			—
Other noninterest income	—			(1		)	—			6
Purchases	20			—			10			—
Redemptions and paydowns	(5		)	(1		)	(1		)	—
Balance at end of year	$	95		$	18		$	73		$	20

No transfers of assets or liabilities occurred among Levels 1, 2 or 3 for 2017 and 2016.

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The preceding reconciling amounts using Level 3 inputs include the following realized gains/losses in the statement of income:

(In millions)	Year Ended December 31,
	2017		2016
Equity securities gains, net	$	3	$	6

Nonrecurring Fair Value Measurements

Included in the balance sheet amounts are the following amounts of assets that had fair value changes measured on a nonrecurring basis:

(In millions)	Fair value at December 31, 2017								Gains (losses) from fair value changes Year Ended December 31, 2017
	Level 1		Level 2		Level 3		Total
ASSETS
Private equity investments, carried at cost	$	—	$	—	$	1	$	1	$	(1	)
Impaired loans	—		9		—		9		(5		)
Other real estate owned	—		—		—		—		—
Total	$	—	$	9	$	1	$	10	$	(6	)

(In millions)	Fair value at December 31, 2016								Gains (losses) from fair value changes Year Ended December 31, 2016
	Level 1		Level 2		Level 3		Total
ASSETS
Private equity investments, carried at cost	$	—	$	—	$	1	$	1	$	(1	)
Impaired loans	—		52		—		52		(36		)
Other real estate owned	—		1		—		1		(2		)
Total	$	—	$	53	$	1	$	54	$	(39	)

The previous fair values may not be current as of the dates indicated, but rather as of the date the fair value change occurred, such as a charge for impairment. Accordingly, carrying values may not equal current fair value.

We recognized net gains of $2 million in 2017 and $4 million in 2016 from the sale of OREO properties that had a carrying value at the time of sale of approximately $6 million in 2017 and $13 million in 2016. Previous to their sale in these years, we recognized an insignificant amount of impairment on these properties in 2017 and 2016.

PEIs carried at cost were measured at fair value for impairment purposes according to the methodology previously discussed for these investments. Amounts of PEIs carried at cost were $10 million and $13 million at December 31, 2017 and 2016, respectively. Amounts of other noninterest-bearing investments carried at cost were $338 million and $211 million at December 31, 2017 and 2016, respectively, which were comprised of Federal Reserve and FHLB stock. PEIs accounted for using the equity method were $36 million at December 31, 2017 and $38 million at December 31, 2016.

Impaired (or nonperforming) loans that are collateral-dependent were measured at fair value based on the fair value of the collateral. OREO was measured initially at fair value based on collateral appraisals at the time of transfer and subsequently at the lower of cost or fair value.

Measurement of fair value for collateral-dependent loans and OREO was based on third party appraisals that utilize one or more valuation techniques (income, market and/or cost approaches). Any adjustments to calculated fair value were made based on recently completed and validated third party appraisals, third party appraisal services, automated valuation services, or our informed judgment. Evaluations were made to determine that the appraisal process met the relevant concepts and requirements of applicable accounting guidance.

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Automated valuation services may be used primarily for residential properties when values from any of the previous methods were not available within 90 days of the balance sheet date. These services use models based on market, economic, and demographic values. The use of these models has only occurred in a very few instances and the related property valuations have not been sufficiently significant to consider disclosure under Level 3 rather than Level 2.

Impaired loans that are not collateral-dependent were measured based on the present value of future cash flows discounted at the expected coupon rates over the lives of the loans. Because the loans were not discounted at market interest rates, the valuations do not represent fair value and have been excluded from the nonrecurring fair value balance in the preceding schedules.

Fair Value of Certain Financial Instruments

Following is a summary of the carrying values and estimated fair values of certain financial instruments:

	December 31, 2017					December 31, 2016
(Dollar amounts in millions)	Carrying value		Estimated fair value		Level	Carrying value		Estimated fair value		Level
Financial assets:
Held-to-maturity investment securities	$	770	$	762	2	$	868	$	850	2
Loans and leases (including loans held for sale), net of allowance	44,306		44,226		3	42,254		42,111		3
Financial liabilities:
Time deposits	3,115		3,099		2	2,757		2,744		2
Other short-term borrowings	3,600		3,600		2	500		500		2
Long-term debt (less fair value hedges)	383		402		2	535		552		2

This summary excludes financial assets and liabilities for which carrying value approximates fair value and financial instruments that are recorded at fair value on a recurring basis. Financial instruments for which carrying values approximate fair value include cash and due from banks, money market investments, demand, savings and money market deposits, federal funds purchased and other short-term borrowings, and security repurchase agreements. The estimated fair value of demand, savings and money market deposits is the amount payable on demand at the reporting date. Carrying value is used because the accounts have no stated maturity and the customer has the ability to withdraw funds immediately.

HTM investment securities primarily consist of municipal securities. They were measured at fair value according to the methodology previously discussed.

Loans are measured at fair value according to their status as nonimpaired or impaired. For nonimpaired loans, fair value is estimated by discounting future cash flows using the LIBOR yield curve adjusted by a factor which reflects the credit and interest rate risk inherent in the loan. These future cash flows are then reduced by the estimated “life-of-the-loan” aggregate credit losses in the loan portfolio. These adjustments for lifetime future credit losses are derived from the methods used to estimate the ALLL for our loan portfolio and are adjusted quarterly as necessary to reflect the most recent loss experience. Impaired loans that are collateral-dependent are already considered to be held at fair value. Impaired loans that are not collateral-dependent have future cash flows reduced by the estimated “life-of-the-loan” credit loss derived from methods used to estimate the ALLL for these loans. See Impaired Loans in Note 6 for details on the impairment measurement method for impaired loans. Loans, other than those held for sale, are not normally purchased and sold by the Company, and there are no active trading markets for most of this portfolio.

Time and foreign deposits, and any other short-term borrowings, are measured at fair value by discounting future cash flows using the LIBOR yield curve to the given maturity dates.

Long-term debt is measured at fair value based on actual market trades (i.e., an asset value) when available, or discounting cash flows to maturity using the LIBOR yield curve adjusted for credit spreads.

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These fair value disclosures represent our best estimates based on relevant market information and information about the financial instruments. Fair value estimates are based on judgments regarding current economic conditions, future expected loss experience, risk characteristics of the various instruments, and other factors. These estimates are subjective in nature, involve uncertainties and matters of significant judgment, and cannot be determined with precision. Changes in these methodologies and assumptions could significantly affect the estimates.

4. OFFSETTING ASSETS AND LIABILITIES

Gross and net information for selected financial instruments in the balance sheet is as follows:

	December 31, 2017
(In millions)								Gross amounts not offset in the balance sheet
Description	Gross amounts recognized		Gross amounts offset in the balance sheet			Net amounts presented in the balance sheet		Financial instruments			Cash collateral received/pledged			Net amount
Assets:
Federal funds sold and security resell agreements	$	809	$	(295	)	$	514	$	—		$	—		$	514
Derivatives (included in other assets)	38		—			38		(21		)	(1		)	16
Total assets	$	847	$	(295	)	$	552	$	(21	)	$	(1	)	$	530
Liabilities:
Federal funds and other short-term borrowings	$	5,271	$	(295	)	$	4,976	$	—		$	—		$	4,976
Derivatives (included in other liabilities)	40		—			40		(21		)	(6		)	13
Total liabilities	$	5,311	$	(295	)	$	5,016	$	(21	)	$	(6	)	$	4,989

	December 31, 2016
(In millions)							Gross amounts not offset in the balance sheet
Description	Gross amounts recognized		Gross amounts offset in the balance sheet		Net amounts presented in the balance sheet		Financial instruments			Cash collateral received/pledged			Net amount
Assets:
Federal funds sold and security resell agreements	$	568	$	—	$	568	$	—		$	—		$	568
Derivatives (included in other assets)	64		—		64		(17		)	—			47
Total assets	$	632	$	—	$	632	$	(17	)	$	—		$	615
Liabilities:
Federal funds and other short-term borrowings	$	827	$	—	$	827	$	—		$	—		$	827
Derivatives (included in other liabilities)	59		—		59		(17		)	(17		)	25
Total liabilities	$	886	$	—	$	886	$	(17	)	$	(17	)	$	852

Security repurchase and reverse repurchase (“resell”) agreements are offset, when applicable, in the balance sheet according to master netting agreements. Security repurchase agreements are included with “Federal funds and other short-term borrowings.” Derivative instruments may be offset under their master netting agreements; however, for accounting purposes, we present these items on a gross basis in the Company’s balance sheet. See Note 7 for further information regarding derivative instruments.

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5. INVESTMENTS

Investment Securities

Securities are classified as HTM, AFS or trading. HTM securities, which management has the intent and ability to hold until maturity, are carried at amortized cost. AFS securities are carried at fair value and unrealized gains and losses are reported as net increases or decreases to AOCI. Realized gains and losses on AFS securities are determined by using the cost basis of each individual security. Trading securities are carried at fair value with gains and losses recognized in current period earnings. The purchase premiums and discounts for both HTM and AFS securities are amortized and accreted at a constant effective yield to the contractual maturity date and no assumption is made concerning prepayments. As principal prepayments occur, the portion of the unamortized premium or discount associated with the principal reduction is recognized as interest income in the period the principal is reduced. Note 3 discusses the process to estimate fair value for investment securities.

	December 31, 2017
(In millions)	Amortized cost		Gross unrealized gains		Gross unrealized losses		Estimated fair value
Held-to-maturity
Municipal securities	$	770	$	5	$	13	$	762
Available-for-sale
U.S. Treasury securities	25		—		—		25
U.S. Government agencies and corporations:
Agency securities	1,830		1		13		1,818
Agency guaranteed mortgage-backed securities	9,798		9		141		9,666
Small Business Administration loan-backed securities	2,227		10		15		2,222
Municipal securities	1,336		9		11		1,334
Other debt securities	25		—		1		24
Total available-for-sale debt securities	15,241		29		181		15,089
Money market mutual funds and other	72		—		—		72
Total available-for-sale	15,313		29		181		15,161
Total investment securities	$	16,083	$	34	$	194	$	15,923

	December 31, 2016
(In millions)	Amortized cost		Gross unrealized gains		Gross unrealized losses		Estimated fair value
Held-to-maturity
Municipal securities	$	868	$	5	$	23	$	850
Available-for-sale
U.S. Treasury securities	—		—		—		—
U.S. Government agencies and corporations:
Agency securities	1,846		2		9		1,839
Agency guaranteed mortgage-backed securities	7,986		7		110		7,883
Small Business Administration loan-backed securities	2,298		8		18		2,288
Municipal securities	1,182		1		29		1,154
Other debt securities	25		—		1		24
Total available-for-sale debt securities	13,337		18		167		13,188
Money market mutual funds and other	184		—		—		184
Total available-for-sale	13,521		18		167		13,372
Total investment securities	$	14,389	$	23	$	190	$	14,222

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Maturities

The amortized cost and estimated fair value of investment debt securities are shown subsequently as of December 31, 2017 by expected timing of principal payments. Actual principal payments may differ from contractual or expected principal payments because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Held-to-maturity				Available-for-sale
(In millions)	Amortized cost		Estimated fair value		Amortized cost		Estimated fair value
Due in one year or less	$	180	$	90	$	2,499	$	2,054
Due after one year through five years	372		336		5,727		5,575
Due after five years through ten years	159		230		4,331		4,485
Due after ten years	59		106		2,684		2,975
Total	$	770	$	762	$	15,241	$	15,089

The following is a summary of the amount of gross unrealized losses for debt securities and the estimated fair value by length of time the securities have been in an unrealized loss position:

	December 31, 2017
	Less than 12 months				12 months or more				Total
(In millions)	Gross unrealized losses		Estimated fair value		Gross unrealized losses		Estimated fair value		Gross unrealized losses		Estimated fair value
Held-to-maturity
Municipal securities	$	3	$	263	$	10	$	292	$	13	$	555
Available-for-sale
U.S. Government agencies and corporations:
Agency securities	6		808		7		808		13		1,616
Agency guaranteed mortgage-backed securities	29		3,609		112		4,721		141		8,330
Small Business Administration loan-backed securities	3		408		12		649		15		1,057
Municipal securities	6		554		5		230		11		784
Other	—		—		1		14		1		14
Total available-for-sale	44		5,379		137		6,422		181		11,801
Total	$	47	$	5,642	$	147	$	6,714	$	194	$	12,356

	December 31, 2016
	Less than 12 months				12 months or more				Total
(In millions)	Gross unrealized losses		Estimated fair value		Gross unrealized losses		Estimated fair value		Gross unrealized losses		Estimated fair value
Held-to-maturity
Municipal securities	$	15	$	467	$	8	$	61	$	23	$	528
Available-for-sale
U.S. Government agencies and corporations:
Agency securities	9		950		—		127		9		1,077
Agency guaranteed mortgage-backed securities	102		6,649		7		326		109		6,975
Small Business Administration loan-backed securities	3		527		16		841		19		1,368
Municipal securities	28		992		—		9		28		1,001
Other	—		—		2		14		2		14
Total available-for-sale	142		9,118		25		1,317		167		10,435
Total	$	157	$	9,585	$	33	$	1,378	$	190	$	10,963

At December 31, 2017 and 2016, respectively, 667 and 642 HTM and 2,262 and 2,398 AFS investment securities were in an unrealized loss position.

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Other-Than-Temporary Impairment

Ongoing Policy

We review investment securities on a quarterly basis for the presence of OTTI. We assess whether OTTI is present when the fair value of a debt security is less than its amortized cost basis at the balance sheet date (the majority of the investment portfolio are debt securities). Under these circumstances, OTTI is considered to have occurred if (1) we have formed a documented intent to sell identified securities or initiated such sales; (2) it is “more likely than not” we will be required to sell the security before recovery of its amortized cost basis; or (3) the present value of expected cash flows is not sufficient to recover the entire amortized cost basis.

Noncredit-related OTTI in securities we intend to sell is recognized in earnings as is any credit-related OTTI in securities, regardless of our intent. Noncredit-related OTTI on AFS securities not expected to be sold is recognized in OCI. The amount of noncredit-related OTTI in a security is quantified as the difference in a security’s amortized cost after adjustment for credit impairment, and its lower fair value. Presentation of OTTI is made in the statement of income on a gross basis with an offset for the amount of OTTI recognized in OCI.

Our OTTI evaluation process takes into consideration current market conditions; fair value in relationship to cost; extent and nature of change in fair value; severity and duration of the impairment; recent events specific to the issuer or industry; our assessment of the creditworthiness of the issuer, including external credit ratings, changes, recent downgrades, and trends; the cash flow priority position of the instrument that we hold in the case of structured securities; volatility of earnings and trends; current analysts’ evaluations; all available information relevant to the collectability of debt securities; and other key measures. In addition, for AFS securities with fair values below amortized cost, we must determine if we intend to sell the securities or if it is more likely than not that we will be required to sell the securities before recovery of their amortized cost basis. For HTM securities, we must determine we have the ability to hold the securities to maturity. We consider any other relevant factors before concluding our evaluation for the existence of OTTI in our securities portfolio.

Other-Than-Temporary Impairment Conclusions

The Company did not recognize any OTTI on its investment securities portfolio during 2017. Unrealized losses relate to changes in interest rates subsequent to purchase and are not attributable to credit. At December 31, 2017, we did not have an intent to sell identified securities with unrealized losses or initiate such sales, and we believe it is not more likely than not we would be required to sell such securities before recovery of their amortized cost basis.

To determine the credit component of OTTI for all security types, we utilize projected cash flows. These cash flows are credit adjusted using, among other things, assumptions for default probability and loss severity. Certain other unobservable inputs such as prepayment rate assumptions are also utilized. In addition, certain internal models may be utilized. See Note 3 for further discussion. To determine the credit-related portion of OTTI in accordance with applicable accounting guidance, we use the security specific effective interest rate when estimating the present value of cash flows.

The following summarizes gains and losses, including OTTI, that were recognized in the statement of income:
	2017				2016				2015
(In millions)	Gross gains		Gross losses		Gross gains		Gross losses		Gross gains		Gross losses
Investment securities:
Available-for-sale	$	—	$	—	$	—	$	—	$	9	$	148
Other noninterest-bearing investments	22		8		21		14		25		13
Total investments	22		8		21		14		34		161
Net gains (losses)			$	14			$	7			$	(127	)
Statement of income information:
Equity securities gains, net			$	14			$	7			$	12
Fixed income securities gains (losses), net			—				—				(139		)
Net gains (losses)			$	14			$	7			$	(127	)

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Interest income by security type is as follows:

(In millions)	2017						2016						2015
	Taxable		Nontaxable		Total		Taxable		Nontaxable		Total		Taxable		Nontaxable		Total
Investment securities:
Held-to-maturity	$	10	$	13	$	23	$	10	$	13	$	23	$	13	$	11	$	24
Available-for-sale	277		24		301		166		12		178		95		3		98
Trading	2		—		2		3		—		3		2		—		2
Total	$	289	$	37	$	326	$	179	$	25	$	204	$	110	$	14	$	124

Investment securities with a carrying value of approximately $2.1 billion and $1.4 billion at December 31, 2017 and 2016, respectively, were pledged to secure public and trust deposits, advances, and for other purposes as required by law. Securities are also pledged as collateral for security repurchase agreements.

Private Equity Investments

Effect of Volcker Rule

The Company’s PEIs are subject to the provisions of the Dodd-Frank Act. The Volcker Rule of the Dodd-Frank Act prohibits banks and bank holding companies from holding PEIs, except for SBIC funds and certain other permitted exclusions, beyond a required deadline. The Federal Reserve Board announced in December 2016 that it would allow banks to apply for an additional five-year extension beyond the July 21, 2017 deadline to comply with the Dodd-Frank Act requirement for these investments. The Company applied for and was granted an extension for its eligible PEIs. All positions in the remaining portfolio of PEIs are subject to the extended deadline or other applicable exclusions.

Of the recorded PEIs of $141 million at December 31, 2017, approximately $3 million remain prohibited by the Volcker Rule. At December 31, 2017, we have $31 million of unfunded commitments for PEIs, of which approximately $4 million relate to prohibited PEIs. We currently do not believe that this divestiture requirement will ultimately have a material impact on our financial statements. See other discussions related to PEI in Note 3.

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6. LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans and Loans Held for Sale

Loans are summarized as follows according to major portfolio segment and specific loan class:

	December 31,
(In millions)	2017		2016
Loans held for sale	$	44	$	172
Commercial:
Commercial and industrial	$	14,003	$	13,452
Leasing	364		423
Owner-occupied	7,288		6,962
Municipal	1,271		778
Total commercial	22,926		21,615
Commercial real estate:
Construction and land development	2,021		2,019
Term	9,103		9,322
Total commercial real estate	11,124		11,341
Consumer:
Home equity credit line	2,777		2,645
1-4 family residential	6,662		5,891
Construction and other consumer real estate	597		486
Bankcard and other revolving plans	509		481
Other	185		190
Total consumer	10,730		9,693
Total loans	$	44,780	$	42,649

Loan balances are presented net of unearned income and fees, which amounted to $65 million at December 31, 2017 and $77 million at December 31, 2016.

Owner-occupied and commercial real estate loans include unamortized premiums of approximately $16 million at December 31, 2017 and $20 million at December 31, 2016.

Municipal loans generally include loans to municipalities with the debt service being repaid from general funds or pledged revenues of the municipal entity, or to private commercial entities or 501(c)(3) not-for-profit entities utilizing a pass-through municipal entity to achieve favorable tax treatment.

Land development loans included in the construction and land development loan class were $220 million at December 31, 2017, and $290 million at December 31, 2016.

Loans with a carrying value of approximately $25.6 billion at December 31, 2017 and $24.0 billion at December 31, 2016 have been pledged at the Federal Reserve and the FHLB of Des Moines as collateral for current and potential borrowings.

We sold loans totaling $0.9 billion in 2017, $1.4 billion in 2016, and $1.4 billion in 2015, that were classified as loans held for sale. The sold loans were derecognized from the balance sheet. Loans classified as loans held for sale primarily consist of conforming residential mortgages and the guaranteed portion of SBA loans. The loans are mainly sold to U.S. government agencies or participated to third parties. At times, we have continuing involvement in the transferred loans in the form of servicing rights or a guarantee from the respective issuer. Amounts added to loans held for sale during these same periods were $0.8 billion, $1.4 billion, and $1.4 billion, respectively.

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The principal balance of sold loans for which we retain servicing was approximately $2.2 billion at December 31, 2017, and $2.0 billion at December 31, 2016, and $2.0 billion at December 31, 2015. Income from loans sold, excluding servicing, was $13 million in 2017, $18 million in 2016, and $18 million in 2015.

Allowance for Credit Losses

The ACL consists of the ALLL and the RULC.

Allowance for Loan and Lease Losses

The ALLL represents our estimate of probable and estimable losses inherent in the loan and lease portfolio as of the balance sheet date. Losses are charged to the ALLL when recognized. Generally, commercial and commercial real estate (“CRE”) loans are charged off or charged down when they are determined to be uncollectible in whole or in part, or when 180 days past due unless the loan is well secured and in process of collection. Consumer loans are either charged off or charged down to net realizable value no later than the month in which they become 180 days past due. Closed-end consumer loans that are not secured by residential real estate are either charged off or charged down to net realizable value no later than the month in which they become 120 days past due. We establish the amount of the ALLL by analyzing the portfolio at least quarterly, and we adjust the provision for loan losses so the ALLL is at an appropriate level at the balance sheet date.

We determine our ALLL as the best estimate within a range of estimated losses. The methodologies we use to estimate the ALLL depend upon the impairment status and loan portfolio. The methodology for impaired loans is discussed subsequently. For commercial and CRE loans with commitments greater than $1 million, we assign internal risk grades using a comprehensive loan grading system based on financial and statistical models, individual credit analysis, and loan officer experience and judgment. The credit quality indicators discussed subsequently are based on this grading system. Estimated losses for these commercial and CRE loans are derived from a statistical analysis of our historical default and loss given default (“LGD”) experience over the period of January 2008 through the most recent full quarter.

For consumer and small commercial and CRE loans with commitments less than or equal to $1 million, we primarily use roll rate models to forecast probable inherent losses. Roll rate models measure the rate at which these loans migrate from one delinquency category to the next worse delinquency category, and eventually to loss. We estimate roll rates for these loans using recent delinquency and loss experience by segmenting our loan portfolios into separate pools based on common risk characteristics and separately calculating historical delinquency and loss experience for each pool. These roll rates are then applied to current delinquency levels to estimate probable inherent losses.

The current status and historical changes in qualitative and environmental factors may not be reflected in our quantitative models. Thus, after applying historical loss experience, as described above, we review the

quantitatively derived level of ALLL for each segment using qualitative criteria and use those criteria to determine

our qualitative estimate. We track various risk factors that influence our judgment regarding the level of the

ALLL across the portfolio segments. These factors primarily include:

• Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices;

• Changes in international, national, regional, and local economic and business conditions;

• Changes in the nature and volume of the portfolio and in the terms of loans;

• Changes in the experience, ability, and depth of lending management and other relevant staff;

• Changes in the volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified or graded loans;

• Changes in the quality of the loan review system;

• Changes in the value of underlying collateral for collateral-dependent loans;

• The existence and effect of any concentration of credit, and changes in the level of such concentrations;

112

• The effect of other external factors such as competition and legal and regulatory requirements;

The magnitude of the impact of these factors on our qualitative assessment of the ALLL changes from quarter to quarter according to changes made by management in its assessment of these factors, the extent these factors are already reflected in historic loss rates, and the extent changes in these factors diverge from one to another. We also consider the uncertainty inherent in the estimation process when evaluating the ALLL.

Reserve for Unfunded Lending Commitments

We also estimate a reserve for potential losses associated with off-balance sheet commitments, including standby letters of credit. We determine the RULC using the same procedures and methodologies that we use for the ALLL. The loss factors used in the RULC are the same as the loss factors used in the ALLL, and the qualitative adjustments used in the RULC are the same as the qualitative adjustments used in the ALLL. We adjust the Company’s unfunded lending commitments that are not unconditionally cancelable to an outstanding amount equivalent using credit conversion factors, and we apply the loss factors to the outstanding equivalents.

Changes in Allowance for Credit Losses Assumptions

During the first quarter of 2016, due to the consolidation of our separate banking charters, we enhanced our methodology to estimate the ACL on a company-wide basis. As described previously, for large commercial and CRE loans, we began estimating historic loss factors by separately calculating historic default and LGD rates, instead of directly calculating loss rates for groupings of probability of default and LGD grades using a loss migration approach. For small commercial and CRE loans, we began using roll rate models to estimate probable inherent losses. For consumer loans, we began pooling loans by current loan-to-value, where applicable. The impact of these changes was largely neutral to the total ACL at implementation.

Changes in the allowance for credit losses are summarized as follows:

	December 31, 2017
(In millions)	Commercial			Commercial real estate			Consumer			Total
Allowance for loan losses
Balance at beginning of year	$	420		$	116		$	31		$	567
Additions:
Provision for loan losses	23			(18		)	19			24
Deductions:
Gross loan and lease charge-offs	(118		)	(9		)	(17		)	(144		)
Recoveries	46			14			11			71
Net loan and lease (charge-offs) recoveries	(72		)	5			(6		)	(73		)
Balance at end of year	$	371		$	103		$	44		$	518
Reserve for unfunded lending commitments
Balance at beginning of year	$	54		$	11		$	—		$	65
Provision credited to earnings	(6		)	(1		)	—			(7		)
Balance at end of year	$	48		$	10		$	—		$	58
Total allowance for credit losses
Allowance for loan losses	$	371		$	103		$	44		$	518
Reserve for unfunded lending commitments	48			10			—			58
Total allowance for credit losses	$	419		$	113		$	44		$	576

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	December 31, 2016
(In millions)	Commercial			Commercial real estate			Consumer			Total
Allowance for loan losses
Balance at beginning of year	$	454		$	114		$	38		$	606
Additions:
Provision for loan losses	93			—			—			93
Deductions:
Gross loan and lease charge-offs	(170		)	(12		)	(16		)	(198		)
Recoveries	43			14			9			66
Net loan and lease charge-offs	(127		)	2			(7		)	(132		)
Balance at end of year	$	420		$	116		$	31		$	567
Reserve for unfunded lending commitments
Balance at beginning of year	$	58		$	16		$	1		$	75
Provision credited to earnings	(4		)	(5		)	(1		)	(10		)
Balance at end of year	$	54		$	11		$	—		$	65
Total allowance for credit losses
Allowance for loan losses	$	420		$	116		$	31		$	567
Reserve for unfunded lending commitments	54			11			—			65
Total allowance for credit losses	$	474		$	127		$	31		$	632

The ALLL and outstanding loan balances according to the Company’s impairment method are summarized as follows:

	December 31, 2017
(In millions)	Commercial		Commercial real estate		Consumer		Total
Allowance for loan losses
Individually evaluated for impairment	$	26	$	1	$	4	$	31
Collectively evaluated for impairment	345		102		40		487
Purchased loans with evidence of credit deterioration	—		—		—		—
Total	$	371	$	103	$	44	$	518
Outstanding loan balances
Individually evaluated for impairment	$	314	$	69	$	76	$	459
Collectively evaluated for impairment	22,598		11,048		10,648		44,294
Purchased loans with evidence of credit deterioration	14		7		6		27
Total	$	22,926	$	11,124	$	10,730	$	44,780

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	December 31, 2016
(In millions)	Commercial		Commercial real estate		Consumer		Total
Allowance for loan losses
Individually evaluated for impairment	$	56	$	3	$	6	$	65
Collectively evaluated for impairment	364		113		25		502
Purchased loans with evidence of credit deterioration	—		—		—		—
Total	$	420	$	116	$	31	$	567
Outstanding loan balances
Individually evaluated for impairment	$	466	$	78	$	75	$	619
Collectively evaluated for impairment	21,111		11,231		9,611		41,953
Purchased loans with evidence of credit deterioration	38		32		7		77
Total	$	21,615	$	11,341	$	9,693	$	42,649

Nonaccrual and Past Due Loans

Loans are generally placed on nonaccrual status when payment in full of principal and interest is not expected, or the loan is 90 days or more past due as to principal or interest, unless the loan is both well secured and in the process of collection. Factors we consider in determining whether a loan is placed on nonaccrual include delinquency status, collateral-value, borrower or guarantor financial statement information, bankruptcy status, and other information which would indicate that the full and timely collection of interest and principal is uncertain.

A nonaccrual loan may be returned to accrual status when all delinquent interest and principal become current in accordance with the terms of the loan agreement; the loan, if secured, is well secured; the borrower has paid according to the contractual terms for a minimum of six months; and analysis of the borrower indicates a reasonable assurance of the ability and willingness to maintain payments. Payments received on nonaccrual loans are applied as a reduction to the principal outstanding.

Closed-end loans with payments scheduled monthly are reported as past due when the borrower is in arrears for two or more monthly payments. Similarly, open-end credit such as charge-card plans and other revolving credit plans are reported as past due when the minimum payment has not been made for two or more billing cycles. Other multi-payment obligations (i.e., quarterly, semiannual, etc.), single payment, and demand notes are reported as past due when either principal or interest is due and unpaid for a period of 30 days or more.

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Nonaccrual loans are summarized as follows:
	December 31,
(In millions)	2017		2016
Loans held for sale	$	12	$	40
Commercial:
Commercial and industrial	$	195	$	354
Leasing	8		14
Owner-occupied	90		74
Municipal	1		1
Total commercial	294		443
Commercial real estate:
Construction and land development	4		7
Term	36		29
Total commercial real estate	40		36
Consumer:
Home equity credit line	13		11
1-4 family residential	55		36
Construction and other consumer real estate	—		2
Bankcard and other revolving plans	—		1
Other	—		—
Total consumer loans	68		50
Total	$	402	$	529

Past due loans (accruing and nonaccruing) are summarized as follows:
	December 31, 2017
(In millions)	Current		30-89 days past due		90+ days past due		Total past due		Total loans		Accruing loans 90+ days past due		Nonaccrual loans that are current1
Loans held for sale	$	44	$	—	$	—	$	—	$	44	$	—	$	12
Commercial:
Commercial and industrial	$	13,887	$	60	$	56	$	116	$	14,003	$	13	$	146
Leasing	363		1		—		1		364		—		8
Owner-occupied	7,219		29		40		69		7,288		4		49
Municipal	1,271		—		—		—		1,271		—		1
Total commercial	22,740		90		96		186		22,926		17		204
Commercial real estate:
Construction and land development	2,014		3		4		7		2,021		—		—
Term	9,079		13		11		24		9,103		2		25
Total commercial real estate	11,093		16		15		31		11,124		2		25
Consumer:
Home equity credit line	2,763		9		5		14		2,777		—		5
1-4 family residential	6,621		16		25		41		6,662		1		27
Construction and other consumer real estate	590		6		1		7		597		1		—
Bankcard and other revolving plans	506		2		1		3		509		1		—
Other	184		1		—		1		185		—		—
Total consumer loans	10,664		34		32		66		10,730		3		32
Total	$	44,497	$	140	$	143	$	283	$	44,780	$	22	$	261

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	December 31, 2016
(In millions)	Current		30-89 days past due		90+ days past due		Total past due		Total loans		Accruing loans 90+ days past due		Nonaccrual loans that are current1
Loans held for sale	$	172	$	—	$	—	$	—	$	172	$	—	$	40
Commercial:
Commercial and industrial	$	13,306	$	72	$	74	$	146	$	13,452	$	10	$	287
Leasing	423		—		—		—		423		—		14
Owner-occupied	6,894		40		28		68		6,962		8		43
Municipal	778		—		—		—		778		—		1
Total commercial	21,401		112		102		214		21,615		18		345
Commercial real estate:
Construction and land development	2,010		7		2		9		2,019		1		1
Term	9,291		9		22		31		9,322		12		18
Total commercial real estate	11,301		16		24		40		11,341		13		19
Consumer:
Home equity credit line	2,635		4		6		10		2,645		1		5
1-4 family residential	5,857		12		22		34		5,891		—		11
Construction and other consumer real estate	479		3		4		7		486		3		—
Bankcard and other revolving plans	478		2		1		3		481		1		1
Other	189		1		—		1		190		—		—
Total consumer loans	9,638		22		33		55		9,693		5		17
Total	$	42,340	$	150	$	159	$	309	$	42,649	$	36	$	381

¹  Represents nonaccrual loans that are not past due more than 30 days; however, full payment of principal and interest is still not expected.

Credit Quality Indicators

In addition to the past due and nonaccrual criteria, we also analyze loans using loan risk grading systems, which vary based on the size and type of credit risk exposure. The internal risk grades assigned to loans follow our definitions of Pass, Special Mention, Substandard, and Doubtful, which are consistent with published definitions of regulatory risk classifications.

Definitions of Pass, Special Mention, Substandard, and Doubtful are summarized as follows:

Pass – A Pass asset is higher quality and does not fit any of the other categories described below. The likelihood of loss is considered low.

Special Mention – A Special Mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank’s credit position at some future date.

Substandard – A Substandard asset is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified have well-defined weaknesses and are characterized by the distinct possibility that the Bank may sustain some loss if deficiencies are not corrected.

Doubtful – A Doubtful asset has all the weaknesses inherent in a Substandard asset with the added characteristics that the weaknesses make collection or liquidation in full highly questionable and improbable.

We generally assign internal risk grades to commercial and CRE loans with commitments greater than $1 million based on financial and statistical models, individual credit analysis, and loan officer experience and judgment. For these larger loans, we assign one of multiple grades within the Pass classification or one of the following four grades: Special Mention, Substandard, Doubtful, and Loss. Loss indicates that the outstanding balance has been

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charged off. We confirm our internal risk grades quarterly, or as soon as we identify information that affects the credit risk of the loan.

For consumer loans and certain small commercial and CRE loans with commitments less than or equal to $1 million, we generally assign internal risk grades similar to those described previously based on automated rules that depend on refreshed credit scores, payment performance, and other risk indicators. These are generally assigned either a Pass or Substandard grade and are reviewed as we identify information that might warrant a grade change.

Outstanding loan balances (accruing and nonaccruing) categorized by these credit quality classifications are summarized as follows:

	December 31, 2017
(In millions)	Pass		Special mention		Sub- standard		Doubtful		Total loans		Total allowance
Commercial:
Commercial and industrial	$	13,001	$	395	$	606	$	1	$	14,003
Leasing	342		6		16		—		364
Owner-occupied	6,920		93		275		—		7,288
Municipal	1,257		13		1		—		1,271
Total commercial	21,520		507		898		1		22,926		$	371
Commercial real estate:
Construction and land development	2,002		15		4		—		2,021
Term	8,816		138		149		—		9,103
Total commercial real estate	10,818		153		153		—		11,124		103
Consumer:
Home equity credit line	2,759		—		18		—		2,777
1-4 family residential	6,602		—		60		—		6,662
Construction and other consumer real estate	596		—		1		—		597
Bankcard and other revolving plans	507		—		2		—		509
Other	185		—		—		—		185
Total consumer loans	10,649		—		81		—		10,730		44
Total	$	42,987	$	660	$	1,132	$	1	$	44,780	$	518

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	December 31, 2016
(In millions)	Pass		Special mention		Sub- standard		Doubtful		Total loans		Total allowance
Commercial:
Commercial and industrial	$	12,185	$	266	$	998	$	3	$	13,452
Leasing	387		5		30		1		423
Owner-occupied	6,560		96		306		—		6,962
Municipal	765		7		6		—		778
Total commercial	19,897		374		1,340		4		21,615		$	420
Commercial real estate:
Construction and land development	1,942		52		25		—		2,019
Term	9,096		82		144		—		9,322
Total commercial real estate	11,038		134		169		—		11,341		116
Consumer:
Home equity credit line	2,629		—		16		—		2,645
1-4 family residential	5,851		—		40		—		5,891
Construction and other consumer real estate	482		—		4		—		486
Bankcard and other revolving plans	478		—		3		—		481
Other	189		—		1		—		190
Total consumer loans	9,629		—		64		—		9,693		31
Total	$	40,564	$	508	$	1,573	$	4	$	42,649	$	567

Impaired Loans

Loans are considered impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due in accordance with the contractual terms of the loan agreement, including scheduled interest payments. For our non-purchased credit-impaired loans, if a nonaccrual loan has a balance greater than $1 million, or if a loan is a TDR, including TDRs that subsequently default, or if the loan is no longer reported as a TDR, we individually evaluate the loan for impairment and estimate a specific reserve for the loan for all portfolio segments under applicable accounting guidance. Smaller nonaccrual loans are pooled for ALLL estimation purposes. PCI loans are included in impaired loans and are accounted for under separate accounting guidance. See subsequent discussion under Purchased Loans.

When a loan is impaired, we estimate a specific reserve for the loan based on the projected present value of the loan’s future cash flows discounted at the loan’s effective interest rate, the observable market price of the loan, or the fair value of the loan’s underlying collateral. The process of estimating future cash flows also incorporates the same determining factors discussed previously under nonaccrual loans. When we base the impairment amount on the fair value of the loan’s underlying collateral, we generally charge-off the portion of the balance that is impaired, such that these loans do not have a specific reserve in the ALLL. Payments received on impaired loans that are accruing are recognized in interest income, according to the contractual loan agreement. Payments received on impaired loans that are on nonaccrual are not recognized in interest income, but are applied as a reduction to the principal outstanding. The amount of interest income recognized on a cash basis during the time the loans were impaired within the years ended December 31, 2017 and 2016 was not significant.

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Information on impaired loans individually evaluated is summarized as follows, including the average recorded investment and interest income recognized for the years ended December 31, 2017 and 2016:

	December 31, 2017										Year Ended December 31, 2017
(In millions)	Unpaid principal balance		Recorded investment				Total recorded investment		Related allowance		Average recorded investment		Interest income recognized
			with no allowance		with allowance
Commercial:
Commercial and industrial	$	293	$	80	$	142	$	222	$	24	$	289	$	6
Owner-occupied	120		79		23		102		2		97		6
Municipal	1		1		—		1		—		1		—
Total commercial	414		160		165		325		26		387		12
Commercial real estate:
Construction and land development	8		4		2		6		—		8		—
Term	56		36		12		48		—		49		12
Total commercial real estate	64		40		14		54		—		57		12
Consumer:
Home equity credit line	25		13		9		22		—		21		1
1-4 family residential	67		28		29		57		4		52		1
Construction and other consumer real estate	2		1		1		2		—		2		—
Other	1		1		—		1		—		1		1
Total consumer loans	95		43		39		82		4		76		3
Total	$	573	$	243	$	218	$	461	$	30	$	520	$	27

	December 31, 2016										Year Ended December 31, 2016
(In millions)	Unpaid principal balance		Recorded investment				Total recorded investment		Related allowance		Average recorded investment		Interest income recognized
			with no allowance		with allowance
Commercial:
Commercial and industrial	$	470	$	82	$	311	$	393	$	52	$	333	$	5
Owner-occupied	115		71		30		101		3		99		9
Municipal	1		1		—		1		—		1		—
Total commercial	586		154		341		495		55		433		14
Commercial real estate:
Construction and land development	22		7		6		13		—		11		2
Term	92		53		17		70		2		76		13
Total commercial real estate	114		60		23		83		2		87		15
Consumer:
Home equity credit line	24		16		7		23		—		22		1
1-4 family residential	59		27		28		55		6		57		2
Construction and other consumer real estate	3		1		2		3		—		2		—
Other	2		1		—		1		—		2		—
Total consumer loans	88		45		37		82		6		83		3
Total	$	788	$	259	$	401	$	660	$	63	$	603	$	32

Modified and Restructured Loans

Loans may be modified in the normal course of business for competitive reasons or to strengthen the Company’s position. Loan modifications and restructurings may also occur when the borrower experiences financial difficulty and needs temporary or permanent relief from the original contractual terms of the loan. Loans that have been

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modified to accommodate a borrower who is experiencing financial difficulties, and for which the Company has granted a concession that it would not otherwise consider, are considered troubled debt restructurings (“TDRs”).

We consider many factors in determining whether to agree to a loan modification involving concessions, and seek a solution that will both minimize potential loss to the Company and attempt to help the borrower. We evaluate borrowers’ current and forecasted future cash flows, their ability and willingness to make current contractual or proposed modified payments, the value of the underlying collateral (if applicable), the possibility of obtaining additional security or guarantees, and the potential costs related to a repossession or foreclosure and the subsequent sale of the collateral.

TDRs are classified as either accrual or nonaccrual loans. A loan on nonaccrual and restructured as a TDR will remain on nonaccrual status until the borrower has proven the ability to perform under the modified structure for a minimum of six months, and there is evidence that such payments can and are likely to continue as agreed. Performance prior to the restructuring, or significant events that coincide with the restructuring, are included in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual at the time of restructuring or after a shorter performance period. If the borrower’s ability to meet the revised payment schedule is uncertain, the loan remains classified as a nonaccrual loan. A TDR loan that specifies an interest rate that at the time of the restructuring is greater than or equal to the rate the Bank is willing to accept for a new loan with comparable risk may not be reported as a TDR or an impaired loan in the calendar years subsequent to the restructuring if it is in compliance with its modified terms.

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Selected information on TDRs at year-end that includes the recorded investment on an accruing and nonaccruing basis by loan class and modification type is summarized in the following schedules:

	December 31, 2017
	Recorded investment resulting from the following modification types:
(In millions)	Interest rate below market		Maturity or term extension		Principal forgiveness		Payment deferral		Other1		Multiple modification types2		Total
Accruing
Commercial:
Commercial and industrial	$	—	$	2	$	—	$	—	$	12	$	33	$	47
Owner-occupied	1		1		—		—		7		14		23
Total commercial	1		3		—		—		19		47		70
Commercial real estate:
Construction and land development	—		—		—		—		—		2		2
Term	6		—		—		1		—		7		14
Total commercial real estate	6		—		—		1		—		9		16
Consumer:
Home equity credit line	—		2		9		—		1		3		15
1-4 family residential	1		—		6		1		2		26		36
Construction and other consumer real estate	—		1		—		—		—		1		2
Total consumer loans	1		3		15		1		3		30		53
Total accruing	8		6		15		2		22		86		139
Nonaccruing
Commercial:
Commercial and industrial	—		3		5		2		28		24		62
Owner-occupied	1		2		—		1		1		5		10
Municipal	—		1		—		—		—		—		1
Total commercial	1		6		5		3		29		29		73
Commercial real estate:
Construction and land development	—		—		—		—		—		—		—
Term	2		—		—		—		—		3		5
Total commercial real estate	2		—		—		—		—		3		5
Consumer:
Home equity credit line	—		—		1		—		—		—		1
1-4 family residential	—		—		2		—		1		5		8
Construction and other consumer real estate	—		—		—		—		—		—		—
Total consumer loans	—		—		3		—		1		5		9
Total nonaccruing	3		6		8		3		30		37		87
Total	$	11	$	12	$	23	$	5	$	52	$	123	$	226

¹  Includes TDRs that resulted from other modification types including, but not limited to, a legal judgment awarded on different terms, a bankruptcy plan confirmed on different terms, a settlement that includes the delivery of collateral in exchange for debt reduction, etc.

²  Includes TDRs that resulted from a combination of any of the previous modification types.

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	December 31, 2016
	Recorded investment resulting from the following modification types:
(In millions)	Interest rate below market		Maturity or term extension		Principal forgiveness		Payment deferral		Other1		Multiple modification types2		Total
Accruing
Commercial:
Commercial and industrial	$	—	$	19	$	—	$	—	$	—	$	28	$	47
Owner-occupied	3		—		1		—		8		10		22
Total commercial	3		19		1		—		8		38		69
Commercial real estate:
Construction and land development	—		4		—		—		—		4		8
Term	4		—		—		1		2		10		17
Total commercial real estate	4		4		—		1		2		14		25
Consumer:
Home equity credit line	—		1		10		—		—		3		14
1-4 family residential	3		1		6		—		2		30		42
Construction and other consumer real estate	—		—		—		—		—		1		1
Total consumer loans	3		2		16		—		2		34		57
Total accruing	10		25		17		1		12		86		151
Nonaccruing
Commercial:
Commercial and industrial	1		—		—		1		33		25		60
Owner-occupied	—		1		—		3		1		12		17
Municipal	—		1		—		—		—		—		1
Total commercial	1		2		—		4		34		37		78
Commercial real estate:
Construction and land development	—		—		—		—		2		—		2
Term	2		1		—		—		2		3		8
Total commercial real estate	2		1		—		—		4		3		10
Consumer:
Home equity credit line	—		—		1		—		—		1		2
1-4 family residential	—		—		2		—		1		5		8
Construction and other consumer real estate	—		—		—		2		—		—		2
Total consumer loans	—		—		3		2		1		6		12
Total nonaccruing	3		3		3		6		39		46		100
Total	$	13	$	28	$	20	$	7	$	51	$	132	$	251

¹  Includes TDRs that resulted from other modification types including, but not limited to, a legal judgment awarded on different terms, a bankruptcy plan confirmed on different terms, a settlement that includes the delivery of collateral in exchange for debt reduction, etc.

²  Includes TDRs that resulted from a combination of any of the previous modification types.

Unfunded lending commitments on TDRs amounted to approximately $22 million at December 31, 2017 and $14 million at December 31, 2016.

The total recorded investment of all TDRs in which interest rates were modified below market was $120 million at December 31, 2017 and $128 million at December 31, 2016, respectively. These loans are included in the previous schedule in the columns for interest rate below market and multiple modification types.

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The net financial impact on interest income due to interest rate modifications below market for accruing TDRs is summarized in the following schedule:

(In millions)	2017			2016
Consumer:
1-4 family residential	$	(1	)	$	(1	)
Total consumer loans	(1		)	(1		)
Total decrease to interest income 1	$	(1	)	$	(1	)

¹  Calculated based on the difference between the modified rate and the premodified rate applied to the recorded investment.

On an ongoing basis, we monitor the performance of all TDRs according to their restructured terms. Subsequent payment default is defined in terms of delinquency, when principal or interest payments are past due 90 days or more for commercial loans, or 60 days or more for consumer loans.

The recorded investment of accruing and nonaccruing TDRs that had a payment default during the period listed below (and are still in default at year-end) and are within 12 months or less of being modified as TDRs is as follows:

(In millions)	December 31, 2017						December 31, 2016
	Accruing		Nonaccruing		Total		Accruing		Nonaccruing		Total
Commercial:
Commercial and industrial	$	1	$	3	$	4	$	—	$	—	$	—
Owner-occupied	—		1		1		—		1		1
Total commercial	1		4		5		—		1		1
Consumer:
Construction and other consumer real estate	—		—		—		—		2		2
Total consumer loans	—		—		—		—		2		2
Total	$	1	$	4	$	5	$	—	$	3	$	3

Note: Total loans modified as TDRs during the 12 months previous to December 31, 2017 and 2016 were $94 million and $73 million, respectively.

At December 31, 2017 and December 31, 2016, the amount of foreclosed residential real estate property held by the Company was less than $1 million and $2 million, and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure was approximately $10 million for both periods, respectively.

Concentrations of Credit Risk

Credit risk is the possibility of loss from the failure of a borrower, guarantor, or another obligor to fully perform under the terms of a credit-related contract. Credit risks (whether on- or off-balance sheet) may occur when individual borrowers, groups of borrowers, or counterparties have similar economic characteristics, including industries, geographies, collateral types, sponsors, etc., and are similarly affected by changes in economic or other conditions. Credit risk also includes the loss that would be recognized subsequent to the reporting date if counterparties failed to perform as contracted. See Note 7 for a discussion of counterparty risk associated with the Company’s derivative transactions.

We perform an ongoing analysis of our loan portfolio to evaluate whether there is any significant exposure to any concentrations of credit risk. Based on this analysis, we believe that the loan portfolio is generally well diversified; however, there are certain significant concentrations in CRE and oil and gas-related lending. Further, we cannot guarantee that we have fully understood or mitigated all risk concentrations or correlated risks. We have adopted and adhere to concentration limits on various types of CRE lending, particularly construction and land development lending, leveraged and enterprise value lending, municipal lending, and oil and gas-related lending. All of these limits are continually monitored and revised as necessary.

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Purchased Loans

Background and Accounting

We purchase loans in the ordinary course of business and account for them and the related interest income based on their performing status at the time of acquisition. PCI loans have evidence of credit deterioration at the time of acquisition and it is probable that not all contractual payments will be collected. Interest income for PCI loans is accounted for on an expected cash flow basis. Upon acquisition, in accordance with applicable accounting guidance, the acquired loans were recorded at their fair value without a corresponding ALLL. Certain acquired loans with similar characteristics such as risk exposure, type, size, etc., are grouped and accounted for in loan pools.

During 2009, CB&T and NSB acquired failed bank assets from the FDIC as receiver and entered into loss sharing

agreements (“LSAs”) with the FDIC for the acquired loans and foreclosed assets. According to the agreements, the FDIC assumes 80% of credit losses of non-single family residential loans up to a threshold specified for each acquisition, and 95% above that threshold for five years. The agreements expire after ten years, or in 2019, for single family residential loans. Subsequent to December 31, 2017, we entered into agreements with the FDIC to early-terminate the LSAs, mainly because carrying values of the acquired loans have significantly declined, and the loans have performed better than originally expected. Future losses on these loans are expected to be insignificant.

Outstanding Balances and Accretable Yield

The outstanding balances of all required payments and the related carrying amounts for PCI loans are as follows:

	December 31,
(In millions)	2017		2016
Commercial	$	25	$	49
Commercial real estate	9		51
Consumer	7		9
Outstanding balance	$	41	$	109
Carrying amount	$	27	$	77
Less ALLL	—		1
Carrying amount, net	$	27	$	76

At the time of acquisition of PCI loans, we determine the loan’s contractually required payments in excess of all cash flows expected to be collected as an amount that should not be accreted (nonaccretable difference). With respect to the cash flows expected to be collected, the portion representing the excess of the loan’s expected cash flows over our initial investment (accretable yield) is accreted into interest income on a level yield basis over the remaining expected life of the loan or pool of loans. The effects of estimated prepayments are considered in estimating the expected cash flows.

Certain PCI loans are not accounted for as previously described because the estimation of cash flows to be collected involves a high degree of uncertainty. Under these circumstances, the accounting guidance provides that interest income is recognized on a cash basis similar to the cost recovery methodology for nonaccrual loans. The net carrying amounts in the preceding schedule also include the amounts for these loans. There were no loans of this type at December 31, 2017 and December 31, 2016.

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Changes in the accretable yield for PCI loans were as follows: 

(In millions)	2017			2016
Balance at beginning of year	$	33		$	40
Accretion	(20		)	(24		)
Reclassification from nonaccretable difference	—			11
Disposals and other	1			6
Balance at end of year	$	14		$	33

Note: Amounts have been adjusted based on refinements to the original estimates of the accretable yield.

The primary drivers of reclassification to accretable yield from nonaccretable difference and increases in disposals and other resulted primarily from (1) changes in estimated cash flows, (2) unexpected payments on nonaccrual loans, and (3) recoveries on zero balance loans pools. See subsequent discussion under changes in cash flow estimates.

Allowance for Loan and Lease Losses Determination

For all acquired loans, the ALLL is only established for credit deterioration subsequent to the date of acquisition and represents our estimate of the inherent losses in excess of the book value of acquired loans. The ALLL for acquired loans is included in the overall ALLL in the balance sheet.

During 2017, 2016 and 2015, we adjusted the ALLL for acquired loans by recording a provision for loan losses of less than $1 million in each period. The provision is net of the ALLL reversals resulting from changes in cash flow estimates, which are discussed subsequently.

Changes in the provision for loan losses and related ALLL are driven in large part by the same factors that affect the changes in reclassification from nonaccretable difference to accretable yield, as discussed under changes in cash flow estimates.

Changes in Cash Flow Estimates

Over the life of the loan or loan pool, we continue to estimate cash flows expected to be collected. We evaluate quarterly at the balance sheet date whether the estimated present values of these loans using the effective interest rates have decreased below their carrying values. If so, we record a provision for loan losses.

For increases in carrying values that resulted from better than expected cash flows, we use such increases first to reverse any existing ALLL. During 2017, 2016, and 2015, total reversals to the ALLL, including the impact of increases in estimated cash flows, were less than $1 million in 2017, $2 million in 2016, and $4 million in 2015. When there is no current ALLL, we increase the amount of accretable yield on a prospective basis over the remaining life of the loan and recognize this increase in interest income.

The impact of increased cash flow estimates recognized in the statement of income for acquired loans with no ALLL was approximately $18 million in 2017, $19 million in 2016, and $32 million in 2015, of additional interest income.

7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Objectives

Our objectives in using derivatives are to add stability to interest income or expense, to modify the duration of specific assets or liabilities as we consider advisable, to manage exposure to interest rate movements or other identified risks, and/or to directly offset derivatives sold to our customers. We apply hedge accounting to certain derivatives executed for risk management purposes as described in more detail subsequently. However, we do not apply hedge accounting to all of the derivatives involved in our risk management activities. Derivatives not designated as accounting hedges are not speculative and are used to economically manage our exposure to interest rate movements and other identified risks, but do not meet the strict hedge accounting requirements.

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Accounting

We record all derivatives on the balance sheet at fair value. Note 3 discusses the process to estimate fair value for derivatives. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting accounting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected cash flows, or other types of forecasted transactions, are considered cash flow hedges.

For derivatives designated as fair value hedges, changes in the fair value of the derivative are recognized in earnings together with changes in the fair value of the related hedged item. The net amount, if any, representing hedge ineffectiveness, is reflected in earnings. In previous years, we used fair value hedges to manage interest rate exposure to certain long-term debt. These hedges have been terminated and their remaining balances were completely amortized into earnings during 2015.

For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative are recorded in OCI and recognized in earnings when the hedged transaction affects earnings. The ineffective portion of changes in the fair value of cash flow hedges is recognized directly in earnings. We use interest rate swaps as part of our cash flow hedging strategy to hedge the variable cash flows associated with designated commercial loans. These interest rate swap agreements designated as cash flow hedges involve the receipt of fixed-rate amounts in exchange for variable-rate payments over the life of the agreements without exchange of the underlying notional amount.

During 2016 we closed our branch in Grand Cayman, Grand Cayman Islands B.W.I. and no longer have foreign operations. No derivatives were designated as hedges of investments in foreign operations during 2017.

We assess the effectiveness of each hedging relationship by comparing the changes in fair value or cash flows on the derivative hedging instrument with the changes in fair value or cash flows on the designated hedged item or transaction. For derivatives not designated as accounting hedges, changes in fair value are recognized in earnings. The remaining balances of any derivative instruments terminated prior to maturity, including amounts in AOCI for cash flow hedges, are accreted or amortized to interest income or expense over the period to their previously stated maturity dates. Amounts in AOCI are reclassified to interest income as interest is earned on related variable-rate loans and as amounts for terminated hedges are accreted or amortized to earnings.

Collateral and Credit Risk

Exposure to credit risk arises from the possibility of nonperformance by counterparties. No significant losses on derivative instruments have occurred as a result of counterparty nonperformance. Financial institutions which are well-capitalized and well-established are the counterparties for those derivatives entered into for asset-liability management and to offset derivatives sold to our customers. The Company reduces its counterparty exposure for derivative contracts by centrally clearing all eligible derivatives.

For those derivatives that are not centrally cleared, the counterparties are typically financial institutions or customers of the Company. For those that are financial institutions, we manage our credit exposure through the use of a Credit Support Annex (“CSA”) to International Swaps and Derivative Association master agreements. Eligible collateral types are documented by the CSA and controlled under the Company’s general credit policies. Collateral balances are typically monitored on a daily basis. A valuation haircut policy reflects the fact that collateral may fall in value between the date the collateral is called and the date of liquidation or enforcement. In practice, all of the Company’s collateral held as credit risk mitigation under a CSA is cash.

We offer interest rate swaps to our customers to assist them in managing their exposure to changing interest rates. Upon issuance, all of these customer swaps are immediately offset through matching derivative contracts, such that the Company minimizes its interest rate risk exposure resulting from such transactions. Most of these customers do not have the capability for centralized clearing. Therefore, we manage the credit risk through loan underwriting which includes a credit risk exposure formula for the swap, the same collateral and guarantee protection applicable

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to the loan and credit approvals, limits, and monitoring procedures. Fee income from customer swaps is included in other service charges, commissions and fees. No significant losses on derivative instruments have occurred as a result of counterparty nonperformance. Nevertheless, the related credit risk is considered and measured when and where appropriate. See Notes 6 and 15 for further discussion of our underwriting, collateral requirements, and other procedures used to address credit risk.

Our derivative contracts require us to pledge collateral for derivatives that are in a net liability position at a given balance sheet date. Certain of these derivative contracts contain credit-risk-related contingent features that include the requirement to maintain a minimum debt credit rating. We may be required to pledge additional collateral if a credit-risk-related feature were triggered, such as a downgrade of our credit rating. However, in past situations, not all counterparties have demanded that additional collateral be pledged when provided for under their contracts. At December 31, 2017, the fair value of our derivative liabilities was $40 million, for which we were required to pledge cash collateral of approximately $38 million in the normal course of business. If our credit rating were downgraded one notch by either Standard & Poor’s or Moody’s at December 31, 2017, the additional amount of collateral we could be required to pledge is approximately $1 million. As a result of the Dodd-Frank Act, all newly eligible derivatives entered into are cleared through a central clearinghouse. Derivatives that are centrally cleared do not have credit-risk-related features that require additional collateral if our credit rating were downgraded.

Derivative Amounts

Selected information with respect to notional amounts and recorded gross fair values at December 31, 2017 and 2016, and the related gain (loss) of derivative instruments for the years then ended is summarized as follows:

	December 31, 2017						December 31, 2016
	Notional amount		Fair value				Notional amount		Fair value
(In millions)			Other assets		Other liabilities				Other assets		Other liabilities
Derivatives designated as hedging instruments
Cash flow hedges:
Interest rate swaps	$	1,138	$	—	$	—	$	1,388	$	2	$	1
Derivatives not designated as hedging instruments
Interest rate swaps	223		1		—		235		2		—
Interest rate swaps for customers 1	4,550		28		33		4,162		49		49
Foreign exchange	913		9		7		424		11		9
Total derivatives not designated as hedging instruments	5,686		38		40		4,821		62		58
Total derivatives	$	6,824	$	38	$	40	$	6,209	$	64	$	59

¹ Notional amounts include both the customer swaps and the offsetting derivative contracts.

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	Year Ended December 31, 2017										Year Ended December 31, 2016
	Amount of derivative gain (loss) recognized/reclassified
(In millions)	OCI			Reclassified from AOCI to interest income		Noninterest income (expense)			Offset to interest expense		OCI		Reclassified from AOCI to interest income		Noninterest income (expense)		Offset to interest expense
Derivatives designated as hedging instruments
Cash flow hedges: 1
Interest rate swaps	$	(8	)	$	4						$	8	$	11
Derivatives not designated as hedging instruments
Interest rate swaps						$	(1	)							$	1
Interest rate swaps for customers						11									14
Foreign exchange						17									11
Total derivatives	$	(8	)	$	4	$	27		$	—	$	8	$	11	$	26	$	—

Note: These schedules are not intended to present at any given time the Company’s long/short position with respect to its derivative contracts.

¹  Amounts recognized in OCI and reclassified from AOCI represent the effective portion of the derivative gain (loss). For the 12 months following December 31, 2017, we estimate that $1 million will be reclassified from AOCI into interest income.

The fair value of derivative assets was reduced by a net credit valuation adjustment of $2 million at December 31,2017 and 2016, respectively. The fair value of derivative liabilities was reduced by a net debit valuation adjustment of $1 million at December 31, 2017 and 2016, respectively. These adjustments are required to reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk.

8. PREMISES, EQUIPMENT AND SOFTWARE, NET

Premises, equipment and software, net are summarized as follows:

(In millions)	December 31,
	2017		2016
Land	$	234	$	229
Buildings	720		683
Furniture and equipment	451		458
Leasehold improvements	135		140
Software	401		355
Total	1,941		1,865
Less accumulated depreciation and amortization	847		845
Net book value	$	1,094	$	1,020

9. GOODWILL AND OTHER INTANGIBLE ASSETS

Core deposit and other intangible assets and related accumulated amortization are as follows at December 31:

	Gross carrying amount				Accumulated amortization						Net carrying amount
(In millions)	2017		2016		2017			2016			2017		2016
Core deposit intangibles	$	167	$	167	$	(165	)	$	(159	)	$	2	$	8
Customer relationships and other intangibles	28		28		(28		)	(28		)	—		—
Total	$	195	$	195	$	(193	)	$	(187	)	$	2	$	8

The amount of amortization expense of core deposit and other intangible assets is separately reflected in the statement of income. Estimated amortization expense for core deposit and other intangible assets is $2 million in 2018, less than $1 million in 2019, and nothing thereafter.

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Changes in the carrying amount of goodwill for operating segments with goodwill are as follows:

(In millions)	Zions Bank		CB&T		Amegy		Consolidated Company
Balance at December 31, 2015	$	20	$	379	$	615	$	1,014
Impairment losses	—		—		—		—
Balance at December 31, 2016	20		379		615		1,014
Impairment losses	—		—		—		—
Balance at December 31, 2017	$	20	$	379	$	615	$	1,014

A company-wide annual impairment test is conducted as of October 1 of each year and updated on a more frequent basis when events or circumstances indicate that impairment could have taken place. Results of the testing for 2017 and 2016 concluded that no impairment was present in any of the operating segments.

10. DEPOSITS

At December 31, 2017, the scheduled maturities of all time deposits were as follows:

(In millions)
2018	$	2,584
2019	256
2020	132
2021	85
2022	57
Thereafter	1
Total	$	3,115

The contractual maturities of time deposits with a denomination of $100,000 and over were as follows:

(In millions)	December 31, 2017
Three months or less	$	1,023
After three months through six months	485
After six months through twelve months	508
After twelve months	312
Total	$	2,328

Time deposits in denominations that meet or exceed the current FDIC insurance limit of $250,000 were $1.9 billion and $1.4 billion at December 31, 2017 and 2016, respectively. Time deposits under $250,000 were $1.2 billion and $1.4 billion at December 31, 2017 and 2016, respectively. Deposit overdrafts reclassified as loan balances were $14 million and $11 million at December 31, 2017 and 2016, respectively.

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11. SHORT-TERM BORROWINGS

Selected information for FHLB advances and other short-term borrowings is as follows:

(Dollar amounts in millions)	2017			2016			2015
Federal Home Loan Bank advances
Average amount outstanding	$	2,657		$	37		$	—
Average rate	1.13		%	0.59		%	—		%
Highest month-end balance	3,750			750			—
Year-end balance	3,600			500			—
Average rate on outstandings at year-end	1.44		%	0.75		%	—		%
Other short-term borrowings, year-end balances
Federal funds purchased	927			106			111
Security repurchase agreements	354			196			206
Securities sold, not yet purchased	95			25			30
Total Federal Home Loan Bank advances and other short-term borrowings	$	4,976		$	827		$	347

ZB, N.A. may borrow from the FHLB under their lines of credit that are secured under blanket pledge arrangements. ZB, N.A. maintained unencumbered collateral with carrying amounts adjusted for the types of collateral pledged, equal to at least 100% of the outstanding advances. At December 31, 2017, the amount available for FHLB advances was approximately $8.9 billion. ZB, N.A. may also borrow from the Federal Reserve based on the amount of collateral pledged to a Federal Reserve Bank. At December 31, 2017, the amount available for additional Federal Reserve borrowings was approximately $5.8 billion.

Federal funds purchased and security repurchase agreements generally mature in less than 30 days. Our participation in security repurchase agreements is on an overnight or term basis (e.g., 30 or 60 days). ZB, N.A. executes overnight repurchase agreements with sweep accounts in conjunction with a master repurchase agreement. When this occurs, securities under the Bank’s control are pledged and interest is paid on the collected balance of the customers’ accounts. For the non-sweep overnight and term repurchase agreements, securities are transferred to the applicable counterparty. The counterparty, in certain instances, is contractually entitled to sell or repledge securities accepted as collateral. Of the total security repurchase agreements at December 31, 2017, $31 million were overnight and $323 million were term.

12. LONG-TERM DEBT

Long-term debt is summarized as follows:

	December 31,
(In millions)	2017		2016
Subordinated notes	$	247	$	246
Senior notes	135		288
Capital lease obligations	1		1
Total	$	383	$	535

The preceding carrying values represent the par value of the debt adjusted for any unamortized premium or discount or unamortized debt issuance costs.

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Subordinated Notes

Subordinated notes were issued by the Parent and consist of the following at December 31, 2017:

(Dollar amounts in millions)	Subordinated notes
Coupon rate	Balance		Par amount		Maturity
5.65%	$	160	$	162	Nov 2023
6.95%	87		88		Sep 2028
Total	$	247	$	250

These notes are unsecured, and interest is payable semiannually on the 5.65% notes and quarterly on the 6.95% notes. Interest payments on the 5.65% notes commenced May 15, 2014 to the earliest possible redemption date of November 15, 2018, after which they are payable quarterly at an annual floating rate equal to 3mL+4.19%. For the 6.95% notes, interest payments commenced December 15, 2013 to the earliest possible redemption date of September 15, 2023, after which the interest rate changes to an annual floating rate equal to 3mL+3.89%.

Senior Notes

Senior notes were issued by the Parent and consist of the following at December 31, 2017:

(Dollar amounts in millions)	Senior notes
Coupon rate	Balance		Par amount		Maturity
4.50%	$	135	$	136	June 2023

These notes are unsecured and interest is payable semiannually. The notes were issued under a shelf registration filed with the SEC and were sold via the Company’s online auction process and direct sales. The notes are not redeemable prior to maturity.

Debt Maturities and Redemptions

During 2017, $153 million of our senior notes matured. During 2016, we elected to exercise our right to redeem junior subordinated debentures related to trust preferred securities. The following amounts of long-term debt matured or were redeemed during 2016:

(Dollar amounts in millions)
Note type	Par amount
Trust preferred:
3mL+2.85% (3.38%)	$	51
3mL+1.90% (2.22%)	36
3mL+1.78% (2.29%)	62
3mL+3.15% (3.75%)	8
3mL+2.89% (3.42%)	8
Total trust preferred	165
Senior notes:
3.60%	11
4.00%	89
Total senior notes	100
Total	$	265

Debt Extinguishment Costs

During 2017, we had no debt extinguishment costs, compared with less than $1 million in 2016 and $3 million in 2015.

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Maturities of Long-term Debt

Maturities of long-term debt are as follows for the years succeeding December 31, 2017:

(In millions)	Consolidated		Parent only
2018	$	—	$	—
2019	1		—
2020	—		—
2021	—		—
2022	—		—
Thereafter	382		382
Total	$	383	$	382

The consolidated Zions Bancorporation long-term debt maturities include $1 million of capital lease obligations in addition to the subordinated and senior debt issued by the Parent.

13. SHAREHOLDERS’ EQUITY

Preferred Stock

Preferred stock is without par value and has a liquidation preference of $1,000 per share, or $25 per depositary share. Except for Series I and J, all preferred shares were issued in the form of depositary shares, with each depositary share representing a 1/40^th ownership interest in a share of the preferred stock. All preferred shares are registered with the SEC.

In general, preferred shareholders may receive asset distributions before common shareholders; however, preferred shareholders have only limited voting rights generally with respect to certain provisions of the preferred stock, the issuance of senior preferred stock, and the election of directors. Preferred stock dividends reduce earnings applicable to common shareholders and are paid on the 15th day of the months indicated in the following schedule. Dividends are approved by the Board of Directors and are subject to regulatory non-objection to a stress test and capital plan submitted to the Federal Reserve pursuant to the annual Horizontal Capital Review, also referred to as Comprehensive Capital Analysis and Review (“HCR/CCAR”) process. Redemption of the preferred stock is at the Company’s option after the expiration of any applicable redemption restrictions. The redemption amount is computed at the per share liquidation preference plus any declared but unpaid dividends. Redemptions are subject to certain regulatory provisions, including the previously noted capital plan non-objection for a submitted capital plan in a given year.

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Preferred stock is summarized as follows:
					Shares at December 31, 2017
(Dollar amounts in millions)	Carrying value at December 31,				Authorized	Outstanding		Dividends payable	Earliest redemption date	Rate following earliest redemption date	Dividends payable after rate change
	2017		2016		(thousands)	(thousands)	Rate
										(when applicable)
Series A	$	67	$	67	140,000	66,139	> of 4.0% or 3mL+0.52%	Qtrly Mar,Jun,Sep,Dec	Dec 15, 2011
Series F	—		144		—	—	7.9%	Qtrly Mar,Jun,Sep,Dec	Jun 15, 2017
Series G	138		138		200,000	138,391	6.3%	Qtrly Mar,Jun,Sep,Dec	Mar 15, 2023	annual float-ing rate = 3mL+4.24%
Series H	126		126		126,221	126,221	5.75%	Qtrly Mar,Jun,Sep,Dec	Jun 15, 2019
Series I	99		99		300,893	98,555	5.8%	Semi-annually Jun,Dec	Jun 15, 2023	annual float-ing rate = 3mL+3.8%	Qtrly Mar,Jun,Sep,Dec
Series J	136		136		195,152	136,368	7.2%	Semi-annually Mar,Sep	Sep 15, 2023	annual float-ing rate = 3mL+4.44%	Qtrly Mar,Jun,Sep,Dec
Total	$	566	$	710

Preferred Stock Redemptions

During 2017, we redeemed all outstanding shares of our 7.9% Series F preferred stock for a cash payment of approximately $144 million. The total reduction to net earnings applicable to common shareholders associated with the preferred stock redemption was $2 million due to the accelerated recognition of preferred stock issuance costs.

During 2016, we launched a cash tender offer to purchase up to $120 million par amount of certain outstanding preferred stock. Our preferred stock decreased by $118 million as a result of the tender offer, including the purchase of $26 million of our Series I preferred stock, $59 million of our Series J preferred stock, and $33 million of our Series G preferred stock for an aggregate cash payment of $126 million. The total reduction to net earnings applicable to common shareholders associated with the preferred stock redemption was $10 million. The size and terms of the redemptions in 2017 and 2016 were determined in accordance with the Company’s 2016 and 2015 capital plans. These preferred stock redemptions benefit the Company by decreasing the amount of preferred dividends paid.

Common Stock

The Company’s common stock is traded on the NASDAQ Global Select Market. As of December 31, 2017, there were 198 million shares of no par common stock outstanding.

The Company continued its common stock repurchase program during 2017 and repurchased 7 million shares of common shares outstanding with a fair value of $320 million at an average price of $45.66 per share. During the first quarter of 2018, the Company repurchased an additional 2 million shares of common stock outstanding with a fair value of $115 million at an average price of $53.46 per share, leaving $120 million of repurchase capacity remaining in the 2017 capital plan (which spans the timeframe of July 2017 to June 2018).

During 2016 the Company repurchased 3 million shares of common shares outstanding with a fair value of $90 million at an average price of $31.15 per share.

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Common Stock Warrants

As of December 31, 2017, 29.3 million common stock warrants with an exercise price of $35.37 were outstanding. These warrants expire on May 22, 2020. In addition, as of December 31, 2017, 5.8 million common stock warrants with an exercise price of $36.27 per share were outstanding. These warrants expire on November 14, 2018 and were associated with the preferred stock issued under the Troubled Asset Relief Program which was redeemed in 2012.

Between January 1, 2018 and February 20, 2018, 1.0 million shares of common stock were issued from the cashless exercise of 3.2 million common stock warrants which expire on November 14, 2018. After these common stock warrant exercises, 29.3 million and 2.6 million common stock warrants, which expire on May 22, 2020 and November 14, 2018, respectively, remain outstanding.

Accumulated Other Comprehensive Income

During 2017, $25 million was reclassified from AOCI to retained earnings as a result of the decreased corporate income tax rate from the Tax Cuts and Jobs Act of 2017.

Changes in AOCI by component are as follows:
(In millions)	Net unrealized gains (losses) on investment securities			Net unrealized gains (losses) on derivatives and other			Pension and post-retirement			Total
2017
Balance at December 31, 2016	$	(92	)	$	1		$	(31	)	$	(122	)
Other comprehensive income (loss) before reclassifications, net of tax	(2		)	(1		)	9			6
Amounts reclassified from AOCI, net of tax	—			(2		)	4			2
Effect of new tax rates from Tax Cuts and Jobs Act of 2017	(20		)	(1		)	(4		)	(25		)
Other comprehensive income (loss)	(22		)	(4		)	9			(17		)
Balance at December 31, 2017	$	(114	)	$	(3	)	$	(22	)	$	(139	)
Income tax expense (benefit) included in other comprehensive income (loss)	$	19		$	(1	)	$	11		$	29
2016
Balance at December 31, 2015	$	(18	)	$	1		$	(38	)	$	(55	)
Other comprehensive income (loss) before reclassifications, net of tax	(74		)	7			2			(65		)
Amounts reclassified from AOCI, net of tax	—			(7		)	5			(2		)
Other comprehensive income (loss)	(74		)	—			7			(67		)
Balance at December 31, 2016	$	(92	)	$	1		$	(31	)	$	(122	)
Income tax expense (benefit) included in other comprehensive income (loss)	$	(45	)	$	—		$	5		$	(40	)

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										Statement of Income (SI) Balance Sheet (BS)
(In millions)	Amounts reclassified from AOCI 1
Details about AOCI components	2017			2016			2015				Affected line item
Net realized gains (losses) on investment securities	$	—		$	—		$	(139	)	SI	Securities losses, net
Income tax expense (benefit)	—			—			(53		)
	$	—		$	—		$	(86	)
Net unrealized gains on derivative instruments	$	4		$	11		$	9		SI	Interest and fees on loans
Income tax expense	2			4			3
	$	2		$	7		$	6
Amortization of net actuarial loss	$	(7	)	$	(8	)	$	(6	)	SI	Salaries and employee benefits
Income tax benefit	(3		)	(3		)	(2		)
	$	(4	)	$	(5	)	$	(4	)

¹  Negative reclassification amounts indicate decreases to earnings in the statement of income and increases to balance sheet assets. The opposite applies to positive reclassification amounts.

Deferred Compensation

Deferred compensation consists of invested assets, including the Company’s common stock, which are held in rabbi trusts for certain employees and directors. At both December 31, 2017 and 2016, the cost of the common stock included in retained earnings was approximately $14 million. We consolidate the fair value trust invested assets along with the total obligations and include them in other assets and other liabilities, respectively, in the balance sheet. At December 31, 2017 and 2016, total invested assets were approximately $102 million and $91 million and total obligations were approximately $116 million and $105 million, respectively.

14. REGULATORY MATTERS

We are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory – and possibly additional discretionary – actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Required capital levels are also subject to judgmental review by regulators.

In 2013, the Federal Reserve Board (“FRB”), FDIC, and OCC published final rules (the “Basel III Capital Rules”) establishing a new comprehensive capital framework for U.S. banking organizations. The rules implemented the Basel Committee’s December 2010 framework, commonly referred to as Basel III, for strengthening international capital standards as well as certain provisions of the Dodd-Frank Act. The Basel III capital rules became effective for the Company on January 1, 2015 and were subject to phase-in periods for certain of their components. In November 2017, the FRB, FDIC and OCC published a final rule for non-advanced approaches banks that extends the regulatory capital treatment applicable during 2017 under the regulatory capital rules for certain items. We met all capital adequacy requirements under the Basel III Capital Rules as of December 31, 2017.

Under prior Basel I capital standards, the effects of AOCI items included in capital were excluded for purposes of determining regulatory capital and capital ratios. As a “non-advanced approaches banking organization,” we made a one-time permanent election as of January 1, 2015 to continue to exclude these items, as allowed under the Basel III Capital Rules.

Quantitative measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios of Total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined). “Well-capitalized” levels are also published as a

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guideline to evaluate capital positions. As of December 31, 2017, all capital ratios of the Company and its subsidiary bank exceeded the “well-capitalized” levels under the regulatory framework for prompt corrective action.

Dividends declared by our subsidiary bank in any calendar year may not, without the approval of the appropriate federal regulators, exceed specified criteria. The dividends that ZB, N.A. can pay are restricted by current and historical earning levels, retained earnings, and risk-based and other regulatory capital requirements and limitations.

Appropriate capital levels and distributions of capital to shareholders for the Company and other SIFI are also subject to annual “stress tests” performed as a part of the Federal Reserve’s HCR/CCAR process.

The stress tests seek to comprehensively measure all risks to which the institution is exposed, including credit, liquidity, market, operating and other risks, the losses that could result from those risk exposures under adverse scenarios, and the institution’s resulting capital levels. These stress tests have both a qualitative and a quantitative component. The qualitative component evaluates the robustness of the Company’s risk identification, stress risk modeling, policies, capital planning, governance processes, and other components of a Capital Adequacy Process. The quantitative process subjects the Company’s balance sheet and other risk characteristics to stress testing and independent determination by the Federal Reserve using its own models. Most capital actions, including for example, payment of dividends and repurchasing stock, are subject to non-objection by the Federal Reserve to a capital plan based on both the qualitative and quantitative assessments of the plan.

Because the Company’s subsidiary bank has assets greater than $10 billion also it is subject to annual stress testing and capital planning processes examined by the OCC, known as the Dodd-Frank Act Stress Test (“DFAST”).

The actual capital amounts and ratios at December 31, 2017 and 2016 for the Company and its subsidiary bank under Basel III are as follows:

(Dollar amounts in millions)	December 31, 2017				To be well-capitalized
	Amount		Ratio		Amount		Ratio
Transitional Basis Basel III Regulatory Capital Rules
Total capital (to risk-weighted assets)
The Company	$	7,628	14.8	%	$	5,146	10.0	%
ZB, National Association	7,306		14.2		5,130		10.0
Tier 1 capital (to risk-weighted assets)
The Company	6,805		13.2		4,116		8.0
ZB, National Association	6,730		13.1		4,104		8.0
Common equity tier 1 capital (to risk-weighted assets)
The Company	6,239		12.1		3,345		6.5
ZB, National Association	5,899		11.5		3,334		6.5
Tier 1 capital (to average assets)
The Company	6,805		10.5		na		na 1
ZB, National Association	6,730		10.4		3,227		5.0

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	December 31, 2016				To be well-capitalized
(Dollar amounts in millions)	Amount		Ratio		Amount		Ratio
Transitional Basis Basel III Regulatory Capital Rules
Total capital (to risk-weighted assets)
The Company	$	7,609	15.2	%	$	4,994	10.0	%
ZB, National Association	7,278		14.6		4,983		10.0
Tier 1 capital (to risk-weighted assets)
The Company	6,738		13.5		3,995		8.0
ZB, National Association	6,655		13.4		3,986		8.0
Common equity tier 1 capital (to risk-weighted assets)
The Company	6,028		12.1		3,246		6.5
ZB, National Association	5,824		11.7		3,239		6.5
Tier 1 capital (to average assets)
The Company	6,738		11.1		na		na 1
ZB, National Association	6,655		11.0		3,027		5.0

¹  There is no Tier 1 leverage ratio component in the definition of a well-capitalized bank holding company.

Zions is also subject to “capital conservation buffer” regulatory requirements. When fully phased-in, the Basel III capital rules will also require the Company and its subsidiary bank to maintain a 2.5% “capital conservation buffer” designed to absorb losses during periods of economic stress, composed entirely of Common Equity Tier 1 (“CET1”), on top of the minimum risk-weighted asset ratios, effectively resulting in minimum ratios of (i) CET1 to risk-weighted assets of at least 7.0%, (ii) Tier 1 capital to risk-weighted assets of at least 8.5%, and (iii) Total capital to risk-weighted assets of at least 10.5%. Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the capital conservation buffer will face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall. The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level and progressively increases over time, as determined by regulation. Zions’ triggers and limits under actual conditions and baseline projections are more restrictive than the capital conservation buffer requirements.

15. COMMITMENTS, GUARANTEES, CONTINGENT LIABILITIES, AND RELATED PARTIES

Commitments and Guarantees

We use certain financial instruments, including derivative instruments, in the normal course of business to meet the financing needs of our customers, to reduce our own exposure to fluctuations in interest rates, and to make a market in U.S. Government, agency, corporate, and municipal securities. These financial instruments involve, to varying degrees, elements of credit, liquidity, and interest rate risk in excess of the amounts recognized in the balance sheet. Derivative instruments are discussed in Notes 7 and 3.

Contractual amounts of the off-balance sheet financial instruments used to meet the financing needs of our customers are as follows:

	December 31,
(In millions)	2017		2016
Net unfunded commitments to extend credit 1	$	19,583	$	18,274
Standby letters of credit:
Financial	721		771
Performance	196		196
Commercial letters of credit	31		60
Total unfunded lending commitments	$	20,531	$	19,301

¹  Net of participations.

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Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. The amount of collateral obtained, if deemed necessary by us upon extension of credit, is based on our initial credit evaluation of the counterparty. Types of collateral vary, but may include accounts receivable, inventory, property, plant and equipment, and income-producing properties.

While establishing commitments to extend credit creates credit risk, a significant portion of such commitments is expected to expire without being drawn upon. As of December 31, 2017, $6.2 billion of commitments expire in 2018. We use the same credit policies and procedures in making commitments to extend credit and conditional obligations as we do for on-balance sheet instruments. These policies and procedures include credit approvals, limits, and monitoring.

We issue standby and commercial letters of credit as conditional commitments generally to guarantee the performance of a customer to a third party. The guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. Standby letters of credit include remaining commitments of $610 million expiring in 2018 and $307 million expiring thereafter through 2027. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. We generally hold marketable securities and cash equivalents as collateral when necessary. At December 31, 2017, the Company recorded $5 million as a liability for these guarantees, which consisted of $1 million attributable to the RULC and $4 million of deferred commitment fees.

Certain mortgage loans sold have limited recourse provisions for periods ranging from three months to one year. The amount of losses resulting from the exercise of these provisions has not been significant.

At December 31, 2017, we had unfunded commitments for PEIs of $31 million. These obligations have no stated maturity. PEIs related to these commitments prohibited by the Volcker Rule were $4 million. See the related discussion about these investments in Note 5.

The contractual or notional amount of financial instruments indicates a level of activity associated with a particular financial instrument class and is not a reflection of the actual level of risk. As of December 31, 2017 and 2016, the regulatory risk-weighted values assigned to all off-balance sheet financial instruments and derivative instruments described herein were $6.8 billion and $6.5 billion, respectively.

At December 31, 2017, we were required to maintain cash balances of $366 million with the Federal Reserve Banks to meet minimum balance requirements in accordance with FRB regulations.

Leases

We have commitments for leasing premises and equipment under the terms of noncancelable capital and operating leases expiring from 2018 and 2052. Premises leased under capital leases at December 31, 2017, were $1 million, and were essentially amortized with accumulated amortization totaling approximately $1 million. Amortization applicable to premises leased under capital leases is included in depreciation expense.

Future aggregate minimum rental payments under existing noncancelable operating leases at December 31, 2017, are as follows:

(in millions)
2018	$	40
2019	39
2020	36
2021	29
2022	25
Thereafter	76
Total	$	245

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Future aggregate minimum rental payments have been reduced by noncancelable subleases as follows: $2 million in 2018, $2 million in 2019, and $1 million in 2020. Aggregate rental expense on operating leases amounted to $61 million in 2017, $65 million in 2016, and $63 million in 2015.

Legal Matters

We are subject to litigation in court and arbitral proceedings, as well as proceedings, investigations, examinations and other actions brought or considered by governmental and self-regulatory agencies. Litigation may relate to lending, deposit and other customer relationships, vendor and contractual issues, employee matters, intellectual property matters, personal injuries and torts, regulatory and legal compliance, and other matters. While most matters relate to individual claims, we are also subject to putative class action claims and similar broader claims. Proceedings, investigations, examinations and other actions brought or considered by governmental and self-regulatory agencies may relate to our banking, investment advisory, trust, securities, and other products and services; our customers’ involvement in money laundering, fraud, securities violations and other illicit activities or our policies and practices relating to such customer activities; and our compliance with the broad range of banking, securities and other laws and regulations applicable to us. At any given time, we may be in the process of responding to subpoenas, requests for documents, data and testimony relating to such matters and engaging in discussions to resolve the matters.

As of December 31, 2017, we were subject to the following material litigation and governmental inquiries:

• a civil suit, Shou-En Wang v. CB&T, brought against us in the Superior Court for Los Angeles County, Central District in April 2016. The case relates to our depositor relationships with customers who were promoters of an investment program that allegedly misappropriated investors’ funds. This case is in an early phase, with initial motion practice having been completed and discovery being underway.

• a civil suit, McFarland as Trustee for International Manufacturing Group v. CB&T, et. al., brought against us in the United States Bankruptcy Court for the Eastern District of California in May 2016. The Trustee seeks to recover loan payments previously repaid to us by our customer, International Manufacturing Group (“IMG”), alleging that IMG, along with its principal, obtained loans and made loan repayments in furtherance of an alleged Ponzi scheme. This case is in an early phase with initial motion practice having been completed and discovery being underway.

• a civil suit, JTS Communities, Inc. et. al v. CB&T, Jun Enkoji and Dawn Satow, brought against us in the Superior Court for Sacramento County, California in June 2017. In this case four investors in IMG seek to hold us liable for losses arising from their investments in that company, alleging that we conspired with and knowingly assisted IMG and its principal in furtherance of an alleged Ponzi Scheme. This case is in an early phase with motion practice having been completed but discovery not having been commenced.

• a civil class action lawsuit, Evans v. CB&T, brought against us in the United States District Court for the Eastern District of California in May 2017. This case was filed on behalf of a class of up to 50 investors in IMG and seeks to hold us liable for losses of class members arising from their investments in IMG, alleging that we conspired with and knowingly assisted IMG and its principal in furtherance of an alleged Ponzi Scheme. In the fourth quarter of 2017, the District Court dismissed all claims against the Company. On January 17, 2018, the plaintiff filed an appeal with the Court of Appeals for the Ninth Circuit.

• a Private Attorney General Act (“PAGA”) claim under California law, Lawson v. CB&T, brought against us in the Superior Court for the County of San Diego, California, in February 2016. In this case, the plaintiff alleges, on behalf of herself and other current or former employees of the Company who worked in California on a non-exempt basis, violations by the Company of California wage and hour laws. The case is in the early stages of motion practice, to date mainly involving questions of venue and scope of employees covered by the PAGA claims.

• a civil case, Lifescan Inc. and Johnson & Johnson Health Care Services v. Jeffrey Smith, et al., brought against us in the United States District Court for the District of New Jersey in the fourth quarter of 2017. In this case, certain manufacturers and distributors of medical products seek to hold us liable for allegedly fraudulent practices of a borrower of the Company which filed for bankruptcy protection in 2017.

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At least quarterly, we review outstanding and new legal matters, utilizing then available information. In accordance with applicable accounting guidance, if we determine that a loss from a matter is probable and the amount of the loss can be reasonably estimated, we establish an accrual for the loss. In the absence of such a determination, no accrual is made. Once established, accruals are adjusted to reflect developments relating to the matters.

In our review, we also assess whether we can determine the range of reasonably possible losses for significant matters in which we are unable to determine that the likelihood of a loss is remote. Because of the difficulty of predicting the outcome of legal matters, discussed subsequently, we are able to meaningfully estimate such a range only for a limited number of matters. Based on information available as of December 31, 2017, we estimated that the aggregate range of reasonably possible losses for those matters to be from $0 millionto roughly $20 million in excess of amounts accrued. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from this estimate. Those matters for which a meaningful estimate is not possible are not included within this estimated range and, therefore, this estimated range does not represent our maximum loss exposure.

Based on our current knowledge, we believe that our current estimated liability for litigation and other legal actions and claims, reflected in our accruals and determined in accordance with applicable accounting guidance, is adequate and that liabilities in excess of the amounts currently accrued, if any, arising from litigation and other legal actions and claims for which an estimate as previously described is possible, will not have a material impact on our financial condition, results of operations, or cash flows. However, in light of the significant uncertainties involved in these matters, and the very large or indeterminate damages sought in some of these matters, an adverse outcome in one or more of these matters could be material to our financial condition, results of operations, or cash flows for any given reporting period.

Any estimate or determination relating to the future resolution of litigation, arbitration, governmental or self-regulatory examinations, investigations or actions or similar matters is inherently uncertain and involves significant judgment. This is particularly true in the early stages of a legal matter, when legal issues and facts have not been well articulated, reviewed, analyzed, and vetted through discovery, preparation for trial or hearings, substantive and productive mediation or settlement discussions, or other actions. It is also particularly true with respect to class action and similar claims involving multiple defendants, matters with complex procedural requirements or substantive issues or novel legal theories, and examinations, investigations and other actions conducted or brought by governmental and self-regulatory agencies, in which the normal adjudicative process is not applicable. Accordingly, we usually are unable to determine whether a favorable or unfavorable outcome is remote, reasonably likely, or probable, or to estimate the amount or range of a probable or reasonably likely loss, until relatively late in the course of a legal matter, sometimes not until a number of years have elapsed. Accordingly, our judgments and estimates relating to claims will change from time to time in light of developments and actual outcomes will differ from our estimates. These differences may be material.

Related Party Transactions

We have no material related party transactions requiring disclosure. In the ordinary course of business, the Company and its subsidiary bank extend credit to related parties, including executive officers, directors, principal shareholders, and their associates and related interests. These related party loans are made in compliance with applicable banking regulations.

16. RETIREMENT PLANS

Defined Benefit Plans

Pension – This qualified noncontributory defined benefit plan is frozen to new participation. No service-related benefits have been accrued since July 1, 2013. All participants in the Plan are currently 100% vested in their benefits. Plan assets consist principally of corporate equity securities, mutual fund investments, real estate, and fixed income investments. Plan benefits are paid as a lump-sum cash value or an annuity at retirement age. Contributions to the plan are based on actuarial recommendation and pension regulations.Although there was no

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minimum regulatory contribution required in 2017 and 2016, we elected to contribute$4 millionto the pension plan in 2016. Currently, it is expected that no minimum regulatory contributions will be required in2018.

Supplemental Retirement– These unfunded nonqualified plans are for certain current and former employees. Each year, Company contributions to these plans are made in amounts sufficient to meet benefit payments to plan participants.

Postretirement Medical/Life– This unfunded health care and life insurance plan provides postretirement medical benefits to certain full-time employees who meet minimum age and service requirements. The plan also provides specified life insurance benefits to certain employees. The plan is contributory with retiree contributions adjusted annually, and contains other cost-sharing features such as deductibles and coinsurance. Plan coverage is provided by self-funding or health maintenance organization options. Our contribution towards the retiree medical premium has been permanently frozen at an amount that does not increase in any future year. Retirees pay the difference between the full premium rates and our capped contribution.

Because our contribution rate is capped, there is no effect on the postretirement plan from assumed increases or decreases in health care cost trends. Each year, Company contributions to the plan are made in amounts sufficient to meet the portion of the premiums that are the Company’s responsibility.

The following presents the change in benefit obligation, change in fair value of plan assets, and funded status, of the plans and amounts recognized in the balance sheet as of the measurement date of December 31:

	Pension						Supplemental Retirement						Postretirement
(In millions)	2017			2016			2017			2016			2017			2016
Change in benefit obligation:
Benefit obligation at beginning of year	$	165		$	173		$	10		$	10		$	1		$	1
Interest cost	6			7			1			1			—			—
Actuarial loss (gain)	2			(2		)	—			—			—			—
Benefits paid	(19		)	(13		)	(1		)	(1		)	—			—
Benefit obligation at end of year	154			165			10			10			1			1
Change in fair value of plan assets:
Fair value of plan assets at beginning of year	161			157			—			—			—			—
Actual return on plan assets	26			13			—			—			—			—
Employer contributions	—			4			1			1			—			—
Benefits paid	(19		)	(13		)	(1		)	(1		)	—			—
Fair value of plan assets at end of year	168			161			—			—			—			—
Funded status	$	14		$	(4	)	$	(10	)	$	(10	)	$	(1	)	$	(1	)
Amounts recognized in balance sheet:
Asset (liability) for pension/postretirement benefits	$	14		$	(4	)	$	(10	)	$	(10	)	$	(1	)	$	(1	)
Accumulated other comprehensive income (loss)	(28		)	(48		)	(2		)	(2		)	—			—
Accumulated other comprehensive income (loss) consists of:
Net loss	$	(28	)	$	(48	)	$	(2	)	$	(2	)	$	—		$	—

The pension asset and the liability for supplement retirement/postretirement benefits are included in other assets and other liabilities, respectively, in the balance sheet. The accumulated benefit obligation is the same as the benefit obligation shown in the preceding schedule. During the third quarter of 2017, the Company revised its pension plan to offer certain participants a temporary opportunity to make an election to receive an immediate distribution from the pension plan. The window was available between August 1, 2017 and November 24, 2017. The impact of these distributions is included in “benefits paid” in the preceding schedule and in “settlement loss” shown in the net period benefit cost (credit) schedule.

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The amounts in AOCI (loss) at December 31, 2017 expected to be recognized as an expense component of net periodic benefit cost in 2018 for the plans are estimated as follows:

(In millions)	Pension			Supplemental Retirement		Postretirement
Net loss	$	(2	)	$	—	$	—

The following presents the components of net periodic benefit cost (credit) for the plans:

	Pension									Supplemental Retirement						Postretirement
(In millions)	2017			2016			2015			2017		2016		2015		2017		2016		2015
Interest cost	$	6		$	7		$	7		$	1	$	1	$	1	$	—	$	—	$	—
Expected return on plan assets	(11		)	(11		)	(12		)	—		—		—		—		—		—
Amortization of net actuarial loss	4			6			6			—		—		—		—		—		—
Settlement loss	3			2			—			—		—		—		—		—		—
Net periodic benefit cost	$	2		$	4		$	1		$	1	$	1	$	1	$	—	$	—	$	—

Weighted average assumptions based on the pension plan are the same where applicable for each of the plans and are as follows:

	2017		2016		2015
Used to determine benefit obligation at year-end:
Discount rate	3.50	%	4.10	%	4.20	%
Used to determine net periodic benefit cost for the years ended December 31:
Discount rate	4.10		4.20		3.95
Expected long-term return on plan assets	7.25		7.50		7.50

The discount rate reflects the yields available on long-term, high-quality fixed income debt instruments with cash flows similar to the obligations of the pension plan, and is reset annually on the measurement date. The expected long-term rate of return on plan assets is based on a review of the target asset allocation of the plan. This rate is intended to approximate the long-term rate of return that we anticipate receiving on the plan’s investments, considering the mix of the assets that the plan holds as investments, the expected return on these underlying investments, the diversification of these investments, and the rebalancing strategies employed. An expected long-term rate of return is assumed for each asset class and an underlying inflation rate assumption is determined.

Benefit payments to the plans’ participants are estimated as follows for the years succeeding December 31, 2017:

(In millions)	Pension		Supplemental Retirement		Postretirement
2018	$	10	$	2	$	—
2019	10		1		—
2020	10		1		—
2021	10		1		—
2022	9		1		—
Years 2023 - 2027	45		3		—

We are also obligated under other supplemental retirement plans for certain current and former employees. Our liability for these plans was $6 million at both December 31, 2017 and 2016, respectively.

For the pension plan, the investment strategy is predicated on its investment objectives and the risk and return expectations of asset classes appropriate for the plan. Investment objectives have been established by considering the plan’s liquidity needs and time horizon and the fiduciary standards under the Employee Retirement Income Security Act of 1974. The asset allocation strategy is developed to meet the plan’s long-term needs in a manner

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designed to control volatility and to reflect risk tolerance. Target investment allocation percentages as of December 31, 2017 are 65% in equity, 30% in fixed income and cash, and 5% in real estate assets.

The following presents the fair values of pension plan investments according to the fair value hierarchy described in Note 3, and the weighted average allocations:

(In millions)	December 31, 2017							December 31, 2016
	Level 1		Level 2	Level 3		Total		Level 1		Level 2	Level 3		Total
Company common stock	$	12				$	12	$	10				$	10
Mutual funds:
Debt	7					7		6					6
Guaranteed deposit account				$	9	9					$	11	11

In addition to the investments listed in the previous schedule, as of December 31, 2017, pension plan investments valued using NAV as the practical expedient for fair value consist of $97 million in equity investments, $31 million in debt investments, and $8 million in real estate investments, which are in pooled separate accounts, as well as $4 million in limited partnerships. As of December 31, 2016, pension plan investments valued using NAV as the practical expedient for fair value consist of $92 million in equity investments, $29 million in debt instruments, and $8 million in real estate investments, which are in pooled separate accounts, as well as $5 million in limited partnerships.

No transfers of assets occurred among Levels 1, 2 or 3 during 2017 or 2016.

The following describes the pension plan investments and the valuation methodologies used to measure their fair value:

Company common stock – Shares of the Company’s common stock are valued at the last reported sales price on the last business day of the plan year in the active market where individual securities are traded.

Mutual funds – These funds are valued at quoted market prices which represent the NAVs of shares held by the plan at year-end.

Insurance company pooled separate accounts – These funds are invested in by more than one investor. They are offered through separate accounts of the trustee’s insurance company and managed by internal and professional advisors. Participation units in these accounts are valued at the NAV as the practical expedient for fair value as determined by the insurance company.

Guaranteed deposit account – This account is a group annuity product issued by the trustee’s insurance company with guaranteed crediting rates established at the beginning of each calendar year. The account balance is stated at fair value as estimated by the trustee. The account is credited with deposits made, plus earnings at guaranteed crediting rates, less withdrawals and administrative expenses. The underlying investments generally include investment-grade public and privately traded debt securities, mortgage loans and, to a lesser extent, real estate and other equity investments. Market value adjustments are applied at the time of redemption if certain withdrawal limits are exceeded.

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Additional fair value quantitative information for the guaranteed deposit account is as follows:

Principal valuation techniques	Significant unobservable inputs	Range (weighted average) of significant input values
For the underlying investments – reported fair values when available for market traded investments; when not applicable, discounted cash flows under an income approach using U.S. Treasury rates and spreads based on cash flow timing and quality of assets.	Earnings at guaranteed crediting rate	Gross guaranteed crediting rate must be greater than or equal to contractual minimum crediting rate
	Composite market value factor	At December 31,
		2017	0.992941 - 1.037825 (actual = 1.023838)
		2016	0.979009 - 1.036866 (actual = 1.021418)

The Company’s Benefits Committee evaluates the methodology and factors used, including review of the contract, economic conditions, industry and market developments, and overall credit ratings of the underlying investments.

Limited partnerships – These partnerships invest in limited partnerships, limited liability companies, or similar investment vehicles that consist of PEIs in a wide variety of investment types, including venture and growth capital, real estate, energy and natural resources, and other private investments. The plan’s investments are valued by the limited partnerships at NAV as the practical expedient for fair value. The estimation process takes into account the plan’s proportional interests credited with realized and unrealized earnings from the underlying investments and charged for operating expenses and distributions. Investments are increased by capital calls and are part of an overall capital commitment by the plan of up to approximately $9 million at December 31, 2017.

The following presents additional information as of December 31, 2017 and 2016 for the pooled separate accounts and limited partnerships whose fair values under Levels 2 and 3 are based on NAV per share:

Investment	Unfunded commitments (in millions, approximately)		Redemption
			Frequency	Notice period
Pooled separate accounts	na		Daily	< $1 million, 1 day >= $1 million, 3 days
Limited partnerships	$	1	Investments in these limited partnerships are illiquid and voluntary withdrawal is prohibited.

The following reconciles the beginning and ending balances of assets measured at fair value on a recurring basis using Level 3 inputs:

	Level 3 Instruments
	Year Ended December 31,
	2017			2016
(In millions)	Guaranteed deposit account
Balance at beginning of year	$	11		$	9
Purchases	17			15
Sales	(19		)	(13		)
Balance at end of year	$	9		$	11

Shares of Company common stock were 233,849 at both December 31, 2017 and 2016. Dividends received by the plan were not significant in 2017 and 2016.

Defined Contribution Plan

The Company offers a 401(k) and employee stock ownership plan under which employees select from several investment alternatives. Employees can contribute up to 80% of their earnings subject to the annual maximum

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allowed contribution. The Company matches 100% of the first 3% of employee contributions and 50% of the next 2% of employee contributions. Matching contributions to participants, which were shares of the Company’s common stock purchased in the open market, amounted to $26 million in 2017, 2016, and 2015.

The 401(k) plan also has a noncontributory profit sharing feature which is discretionary and may range from 0% to 4% of eligible compensation based upon the Company’s return on average common equity for the year. The profit sharing expense was computed at a contribution rate of 1.75% in 2017, 1% in 2016, and 1% in 2015. The profit sharing expense was $11 million in 2017, and $6 million in both 2016 and2015. The profit sharing contribution to participants consisted of shares of the Company’s common stock purchased in the open market.

17. SHARE-BASED COMPENSATION

We have a share-based compensation incentive plan which allows us to grant stock options, restricted stock, RSUs, and other awards to employees and non-employee directors. Total shares authorized under the plan were 9,000,000 at December 31, 2017, of which 5,009,248 were available for future grants.

All share-based payments to employees, including grants of employee stock options, are recognized in the statement of income based on their grant date values. The value of an equity award is estimated on the grant date using a fair value-based model without regard to service or performance vesting conditions, but does consider post-vesting restrictions.

We classify all share-based awards as equity instruments. Compensation expense is included in salaries and employee benefits in the statement of income, with the corresponding increase included in common stock. Substantially all awards of stock options, restricted stock, and RSUs have graded vesting that is recognized on a straight-line basis over the vesting period.

Compensation expense and the related tax benefit for all share-based awards were as follows:

(In millions)	2017		2016		2015
Compensation expense	$	25	$	26	$	25
Reduction of income tax expense	19		9		8

During 2017, as a result of our adoption of ASU 2016-09, the tax effects recognized from the exercise of stock options and the vesting of restricted stock and RSUs was recorded as a $9 million reduction of income tax expense. Also, upon the adoption of ASU 2016-09, we elected to account for forfeitures of share-based compensation awards as they occur, rather than estimating forfeitures as was previously done. There was no material impact from the cumulative effect adjustment to retained earnings from this change.

Prior to our adoption of ASU 2016-09, the tax effects recognized from the exercise of stock options and the vesting of restricted stock and RSUs increased common stock by approximately $2 million in 2016 and decreased common stock by approximately $1 million in 2015. These amounts are included in the net activity under employee plans and related tax benefits in the statement of changes in shareholders’ equity.

During 2017, we reduced share-based compensation expense by $1 million as a result of using a valuation model to estimate a liquidity discount on RSUs with post-vesting restrictions.

As of December 31, 2017, compensation expense not yet recognized for nonvested share-based awards was approximately $26 million, which is expected to be recognized over a weighted average period of 2.3 years.

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Stock Options

Stock options granted to employees generally vest at the rate of one third each year and expire seven years after the date of grant. For all stock options granted in 2017, 2016, and 2015, we used the Black-Scholes option pricing model to estimate the grant date value of stock options in determining compensation expense. The following summarizes the weighted average value at grant date and the significant assumptions used in applying the Black-Scholes model for options granted:

	2017			2016			2015
Weighted average value for options granted	$	10.69		$	5.24		$	6.17
Weighted average assumptions used:
Expected dividend yield	1.8		%	1.3		%	1.3		%
Expected volatility	30.0		%	30.0		%	25.0		%
Risk-free interest rate	1.81		%	1.21		%	1.57		%
Expected life (in years)	5.0			5.0			5.0

The assumptions for expected dividend yield, expected volatility, and expected life reflect management’s judgment and include consideration of historical experience. Expected volatility is based in part on historical volatility. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option.

The following summarizes our stock option activity for the three years ended December 31, 2017:

	Number of shares		Weighted average exercise price
Balance at December 31, 2014	5,630,502		$	31.60
Granted	740,300		29.01
Exercised	(1,165,287	)	25.11
Expired	(1,322,067	)	48.44
Forfeited	(79,353	)	28.09
Balance at December 31, 2015	3,804,095		27.30
Granted	789,651		21.25
Exercised	(1,055,532	)	23.75
Expired	(56,297	)	61.60
Forfeited	(44,007	)	27.66
Balance at December 31, 2016	3,437,910		26.44
Granted	195,882		44.18
Exercised	(941,761	)	26.03
Expired	(58,257	)	66.20
Forfeited	(73,203	)	25.63
Balance at December 31, 2017	2,560,571		27.06
Outstanding stock options exercisable as of:
December 31, 2017	1,648,367		$	26.55
December 31, 2016	1,892,136		27.60
December 31, 2015	2,187,259		26.35

We issue new authorized common shares for the exercise of stock options. The total intrinsic value of stock options exercised was approximately $17 million in 2017, $10 million in 2016, and $7 million in 2015. Cash received from the exercise of stock options was $23 million in 2017, $24 million in 2016, and $23 million in 2015.

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Additional selected information on stock options at December 31, 2017 follows:

	Outstanding stock options						Exercisable stock options
Exercise price range	Number of shares	Weighted average exercise price		Weighted average remaining contractual life (years)			Number of shares	Weighted average exercise price
$ 0.32 to $19.99	198,402	$	17.39		1.4	1	198,402	$	17.39
$20.00 to $24.99	744,058	21.50			4.3		276,953	22.33
$25.00 to $29.99	1,346,781	28.35			3.5		1,094,021	28.30
$30.00 to $39.99	32,191	30.10			3.4		32,191	30.10
$40.00 to $44.99	192,339	44.17			6.1		—	—
$45.00 to $47.10	46,800	47.10			0.3		46,800	47.10
	2,560,571	27.06			3.7	1	1,648,367	26.55

¹  The weighted average remaining contractual life excludes 21,252 stock options without a fixed expiration date that were assumed with the Amegy acquisition. They expire between the date of termination and one year from the date of termination, depending upon certain circumstances.

The aggregate intrinsic value of outstanding stock options at December 31, 2017 and 2016 was $61 million and $59 million, respectively, while the aggregate intrinsic value of exercisable options was $40 million and $31 million at the same respective dates. For exercisable options, the weighted average remaining contractual life was 2.9 yearsand 3.0 years at December 31, 2017 and 2016, respectively, excluding the stock options previously noted without a fixed expiration date. At December 31, 2017, 912,204 stock options with a weighted average exercise price of $27.99, a weighted average remaining life of 5.1 years, and an aggregate intrinsic value of $21 million, were expected to vest.

Restricted Stock and Restricted Stock Units

Restricted stock is common stock with certain restrictions that relate to trading and the possibility of forfeiture. Generally, restricted stock vests over four years. Holders of restricted stock have full voting rights and receive dividend equivalents during the vesting period. In addition, holders of restricted stock can make an election to be subject to income tax on the grant date rather than the vesting date.

RSUs represent rights to one share of common stock for each unit and generally vest over four years. Holders of RSUs receive dividend equivalents during the vesting period, but do not have voting rights.

Compensation expense is determined based on the number of restricted shares or RSUs granted and the market price of our common stock at the issue date.

During 2017, 2016, and 2015, we granted 20,711, 32,310, and 31,080 RSUs, respectively, to non-employee directors. The RSUs vested immediately upon grant.

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The following summarizes our restricted stock activity for the three years ended December 31, 2017:

	Number of shares		Weighted average issue price
Nonvested restricted shares at December 31, 2014	161,220		$	21.82
Issued	22,441		29.02
Vested	(123,161	)	22.32
Forfeited	(1,130	)	23.54
Nonvested restricted shares at December 31, 2015	59,370		23.49
Issued	36,594		24.43
Vested	(32,709	)	20.80
Nonvested restricted shares at December 31, 2016	63,255		25.43
Issued	314		44.55
Vested	(24,591	)	24.90
Nonvested restricted shares at December 31, 2017	38,978		25.91

The following summarizes our RSU activity for the three years ended December 31, 2017:

	Number of restricted stock units		Weighted average grant price
Restricted stock units at December 31, 2014	1,769,420		$	25.64
Granted	790,929		29.06
Vested	(673,385	)	24.78
Forfeited	(88,421	)	27.17
Restricted stock units at December 31, 2015	1,798,543		27.39
Granted	1,033,167		21.69
Vested	(724,713	)	25.88
Forfeited	(59,839	)	26.28
Restricted stock units at December 31, 2016	2,047,158		25.08
Granted	587,396		41.78
Vested	(803,492	)	26.19
Forfeited	(121,249	)	28.12
Restricted stock units at December 31, 2017	1,709,813		30.08

The total value at grant date of restricted stock and RSUs vested during the year was $22 million in 2017 and $19 million in both 2016 and 2015. At December 31, 2017, 38,978 shares of restricted stock and 1,181,384 RSUs were expected to vest with an aggregate intrinsic value of $2 million and $60 million, respectively.

18. INCOME TAXES

Income tax expense is summarized as follows:

(In millions)	2017		2016			2015
Federal:
Current	$	166	$	217		$	158
Deferred	146		(4		)	(32		)
Total Federal	312		213			126
State:
Current	24		27			14
Deferred	8		(4		)	2
Total State	32		23			16
Total	$	344	$	236		$	142

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Income tax expense computed at the statutory federal income tax rate of 35% reconciles to actual income tax expense as follows:

(In millions)	2017			2016			2015
Income tax expense at statutory federal rate	$	327		$	247		$	158
State income taxes including credits, net	21			15			10
Other nondeductible expenses	3			3			3
Nontaxable income	(33		)	(25		)	(20		)
Share-based compensation	(8		)	—			—
Tax credits and other taxes	1			(2		)	(3		)
Tax Cuts and Jobs Act of 2017	47			—			—
Other	(14		)	(2		)	(6		)
Total	$	344		$	236		$	142

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets (“DTA”) and deferred tax liabilities are presented below:

(In millions)	December 31,
	2017			2016
Gross deferred tax assets:
Book loan loss deduction in excess of tax	$	143		$	241
Pension and postretirement	8			19
Deferred compensation	48			87
Security investments and derivative fair value adjustments	40			57
Net operating losses, capital losses and tax credits	2			5
FDIC-supported transactions	2			5
Other	34			46
	277			460
Valuation allowance	(2		)	(4		)
Total deferred tax assets	275			456
Gross deferred tax liabilities:
Core deposits and purchase accounting	—			(1		)
Premises and equipment, due to differences in depreciation	(51		)	(8		)
Federal Home Loan Bank stock dividends	(3		)	(4		)
Leasing operations	(52		)	(75		)
Prepaid expenses	(5		)	(7		)
Prepaid pension reserves	(11		)	(17		)
Mortgage servicing	(7		)	(10		)
Subordinated debt modification	(9		)	(31		)
Deferred loan fees	(23		)	(25		)
Equity investments	(21		)	(28		)
Total deferred tax liabilities	(182		)	(206		)
Net deferred tax assets	$	93		$	250

On December 22, 2017, H.R. 1, known as the Tax Cuts and Jobs Act (“the Act”), was signed into law. The Act makes significant changes to the U.S. Internal Revenue Code of 1986, including a decrease in the current corporate federal income tax rate to 21% from 35%, effective January 1, 2018. In conjunction with the enactment of the Act, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the accounting for certain income tax effects of the Act that may not be complete by the time financial statements are issued. The Company evaluated all available information and made reasonable estimates of the impact of the Act to substantially all components of its net DTA. The provisional impact of the Act on the net DTA resulted in a non-cash charge of $47 million recorded through income tax expense. The Company anticipates that additional adjustments to net DTA and income tax

150

expense may be made in 2018 as the Company’s initial determination of the tax basis of deferred items such as foregone interest, equity investments in flow-through entities, certain employee compensation arrangements, FDIC-supported transactions and premises and equipment are finalized. These adjustments will be recorded in the financial statements in the reporting period when such adjustments are determined; however, SAB 118 requires all impacts from the Act to be recorded prior to December 22, 2018, which is one year from the enactment date of the Act.

In 2017, the Company early adopted the guidance in ASU 2018-02, which allows reclassification from AOCI to retained earnings for the stranded tax effects related to the change in the corporate income tax rate from the Act. The early adoption of the guidance resulted in a $25 million increase to retained earnings out of AOCI as of December 31, 2017.

The amount of net DTAs is included with other assets in the balance sheet. The $2 million and $4 million valuation allowances at December 31, 2017 and 2016, respectively, were for certain acquired net operating loss carryforwards included in our acquisition of the remaining interests in a less significant subsidiary. At December 31, 2017, excluding the $2 million, the tax effect of remaining net operating loss and tax credit carryforwards was less than $1 million expiring through 2030.

We evaluate the DTAs on a regular basis to determine whether an additional valuation allowance is required. In conducting this evaluation, we have considered all available evidence, both positive and negative, based on the more likely than not criteria that such assets will be realized. This evaluation includes, but is not limited to: (1) available carryback potential to prior tax years; (2) potential future reversals of existing deferred tax liabilities, which historically have a reversal pattern generally consistent with DTAs; (3) potential tax planning strategies; and (4) future projected taxable income. Based on this evaluation, and considering the weight of the positive evidence compared to the negative evidence, we have concluded that an additional valuation allowance is not required as of December 31, 2017.

We have a liability for unrecognized tax benefits relating to uncertain tax positions for tax credits on technology initiatives. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:

(In millions)	2017		2016			2015
Balance at beginning of year	$	4	$	5		$	3
Tax positions related to current year:
Additions	1		1			1
Reductions	—		—			—
Tax positions related to prior years:
Additions	1		1			1
Reductions	—		—			—
Settlements with taxing authorities	—		—			—
Lapses in statutes of limitations	—		(3		)	—
Balance at end of year	$	6	$	4		$	5

At December 31, 2017 and 2016, the liability for unrecognized tax benefits included approximately $5 million and $3 million, respectively (net of the federal tax benefit on state issues) that, if recognized, would affect the effective tax rate. The amount of gross unrecognized tax benefits that may increase or decrease during the 12 months subsequent to December 31, 2017, is dependent on the timing and outcome of various federal and state examinations.

Interest and penalties related to unrecognized tax benefits are included in income tax expense in the statement of income. At December 31, 2017 and 2016, accrued interest and penalties recognized in the balance sheet, net of any federal and/or state tax benefits, were less than $1 million.

151

The Company and its subsidiaries file income tax returns in U.S. federal and various state jurisdictions. The Company is no longer subject to income tax examinations for years prior to 2013 for federal returns and 2012 for certain state returns.

19. NET EARNINGS PER COMMON SHARE

Basic and diluted net earnings per common share based on the weighted average outstanding shares are summarized as follows:

(In millions, except per share amounts)	2017		2016		2015
Basic:
Net income	$	592	$	469	$	309
Less common and preferred dividends	131		115		108
Undistributed earnings	461		354		201
Less undistributed earnings applicable to nonvested shares	4		4		2
Undistributed earnings applicable to common shares	457		350		199
Distributed earnings applicable to common shares	88		57		45
Total earnings applicable to common shares	$	545	$	407	$	244
Weighted average common shares outstanding (in thousands)	200,776		203,855		203,265
Net earnings per common share	$	2.71	$	2.00	$	1.20
Diluted:
Total earnings applicable to common shares	$	545	$	407	$	244
Weighted average common shares outstanding (in thousands)	200,776		203,855		203,265
Additional weighted average dilutive shares (in thousands)	8,877		414		433
Weighted average diluted common shares outstanding (in thousands)	209,653		204,269		203,698
Net earnings per common share	$	2.60	$	1.99	$	1.20

For 2017 and 2016, preferred dividends were increased by $2 million and $10 million, respectively, from costs related to the full redemption of the Company’s Series F preferred stock in 2017 and partial redemption of the Company’s Series I, J, and G preferred stock in 2016. See further discussion in Note 13.

20. OPERATING SEGMENT INFORMATION

We manage our operations and prepare management reports and other information with a primary focus on geographical area. Our banking operations are managed under their own individual brand names, including Zions Bank, Amegy Bank, California Bank & Trust, National Bank of Arizona, Nevada State Bank, Vectra Bank Colorado, and The Commerce Bank of Washington. Performance assessment and resource allocation are based upon this geographical structure. We use an internal funds transfer pricing (“FTP”) allocation system to report results of operations for business segments. This process continues to be refined. Total average loans and deposits presented for the banking segments do not include intercompany amounts between banking segments, but may include deposits with the Other segment. Prior period amounts have been reclassified to reflect these changes.

As of December 31, 2017, our banking business is conducted through 7 locally managed and branded segments in distinct geographical areas. Performance assessment and resource allocation are based upon this geographical structure. Zions Bank operates 97 branches in Utah, 23 branches in Idaho, and 1 branch in Wyoming. CB&T operates 92 branches in California. Amegy operates 73 branches in Texas. NBAZ operates 58 branches in Arizona. NSB operates 50 branches in Nevada. Vectra operates 36 branches in Colorado and 1 branch in New Mexico. TCBW operates 1 branch in Washington and 1 branch in Oregon.

The operating segment identified as “Other” includes the Parent, certain nonbank financial service subsidiaries, centralized back-office functions, and eliminations of transactions between segments. The major components of net interest income at the Bank’s back-office include the revenue associated with the investments securities portfolio

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and the offset of the FTP costs and benefits provided to the business segments. Throughout 2016 consolidation efforts continued, which resulted in transitioning full-time equivalents from the business segments to the Company’s back-office units. Due to the continuing nature and timing of this change, the Company’s back-office units retained more direct expenses in 2016 than in prior years. In the first quarter of 2017 we made changes to the FTP process and internal allocation of central expenses to better reflect the performance of business segments. Prior period amounts have been revised to reflect the impact of these changes had they been instituted in 2016.

The following schedule does not present total assets or income tax expense for each operating segment, but instead presents average loans, average deposits and income before income taxes because these are the metrics that management uses when evaluating performance and making decisions pertaining to the operating segments. The Parent’s net interest income includes interest expense on other borrowed funds. The Parent’s financial statements in Note 22 provide more information about the Parent’s activities. The condensed statement of income identifies the components of income and expense which affect the operating amounts presented in the Other segment.

The accounting policies of the individual operating segments are the same as those of the Company. Transactions between operating segments are primarily conducted at fair value, resulting in profits that are eliminated for reporting consolidated results of operations.

153

The following is a summary of selected operating segment information:

(In millions)	Zions Bank									Amegy									CB&T
	2017			2016			2015			2017			2016			2015			2017			2016			2015
SELECTED INCOME STATEMENT DATA
Net interest income	$	650		$	624		$	544		$	483		$	460		$	387		$	476		$	434		$	377
Provision for loan losses	19			(22		)	(28		)	25			163			91			(5		)	(9		)	(4		)
Net interest income after provision for loan losses	631			646			572			458			297			296			481			443			381
Noninterest income	151			149			133			118			123			121			75			67			63
Noninterest expense	436			424			430			336			326			373			299			290			294
Income before income taxes	$	346		$	371		$	275		$	240		$	94		$	44		$	257		$	220		$	150
SELECTED AVERAGE BALANCE SHEET DATA
Total average loans	$	12,481		$	12,538		$	12,118		$	11,021		$	10,595		$	10,148		$	9,539		$	9,211		$	8,556
Total average deposits	15,986			15,991			15,688			11,096			11,130			11,495			11,030			10,827			10,063
(In millions)	NBAZ									NSB									Vectra
	2017			2016			2015			2017			2016			2015			2017			2016			2015
SELECTED INCOME STATEMENT DATA
Net interest income	$	206		$	190		$	152		$	134		$	122		$	94		$	126		$	120		$	101
Provision for loan losses	(8		)	(3		)	8			(11		)	(28		)	(28		)	1			(8		)	5
Net interest income after provision for loan losses	214			193			144			145			150			122			125			128			96
Noninterest income	40			40			36			40			39			36			25			23			21
Noninterest expense	148			144			133			139			137			131			101			97			98
Income before income taxes	$	106		$	89		$	47		$	46		$	52		$	27		$	49		$	54		$	19
SELECTED AVERAGE BALANCE SHEET DATA
Total average loans	$	4,267		$	4,086		$	3,811		$	2,357		$	2,284		$	2,344		$	2,644		$	2,469		$	2,400
Total average deposits	4,762			4,576			4,311			4,254			4,137			3,891			2,756			2,720			2,792
(In millions)	TCBW									Other									Consolidated Company
	2017			2016			2015			2017			2016			2015			2017			2016			2015
SELECTED INCOME STATEMENT DATA
Net interest income	$	46		$	38		$	28		$	(56	)	$	(121	)	$	32		$	2,065		$	1,867		$	1,715
Provision for loan losses	2			—			(3		)	1			—			(1		)	24			93			40
Net interest income after provision for loan losses	44			38			31			(57		)	(121		)	33			2,041			1,774			1,675
Noninterest income	5			5			4			90			70			(57		)	544			516			357
Noninterest expense	20			19			17			170			148			105			1,649			1,585			1,581
Income (loss) before income taxes	$	29		$	24		$	18		$	(137	)	$	(199	)	$	(129	)	$	936		$	705		$	451
SELECTED AVERAGE BALANCE SHEET DATA
Total average loans	$	926		$	791		$	707		$	266		$	88		$	87		$	43,501		$	42,062		$	40,171
Total average deposits	1,107			1,007			879			1,209			207			(481		)	52,200			50,595			48,638

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21. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Financial information by quarter for 2017 and 2016 is as follows:

(In millions, except per share amounts)	Quarters
	First			Second			Third			Fourth			Year
2017
Gross interest income	$	515		$	558		$	557		$	562		$	2,192
Net interest income	489			528			522			526			2,065
Provision for loan losses	23			7			5			(11		)	24
Noninterest income	132			132			140			140			544
Noninterest expense	414			405			413			417			1,649
Income before income taxes	184			248			244			260			936
Net income	139			168			161			124			592
Preferred stock dividends	(10		)	(12		)	(8		)	(10		)	(40		)
Preferred stock redemption	—			(2		)	—			—			(2		)
Net earnings applicable to common shareholders	129			154			153			114			550
Net earnings per common share:
Basic	0.63			0.76			0.75			0.57			2.71
Diluted	0.61			0.73			0.72			0.54			2.60
2016
Gross interest income	$	475		$	487		$	491		$	501		$	1,954
Net interest income	453			465			469			480			1,867
Provision for loan losses	42			35			19			(3		)	93
Noninterest income	117			126			145			128			516
Noninterest expense	396			382			403			404			1,585
Income before income taxes	132			174			192			207			705
Net income	91			114			127			137			469
Preferred stock dividends	(12		)	(14		)	(10		)	(12		)	(48		)
Preferred stock redemption	—			(10		)	—			—			(10		)
Net earnings applicable to common shareholders	79			90			117			125			411
Net earnings per common share:
Basic	0.38			0.44			0.57			0.61			2.00
Diluted	0.38			0.44			0.57			0.60			1.99

Certain prior year amounts have been reclassified to conform with the current year presentation. These reclassifications did not affect net income. See related discussion in Note 1. Individual quarter information may be different than previously reported due to rounding.

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22. PARENT COMPANY FINANCIAL INFORMATION

CONDENSED BALANCE SHEETS

(In millions)	December 31,
	2017			2016
ASSETS
Cash and due from banks	$	—		$	2
Interest-bearing deposits	332			529
Investment securities:
Available-for-sale, at fair value	30			40
Other noninterest-bearing investments	36			29
Investments in subsidiaries:
Commercial bank	7,620			7,570
Other subsidiaries	41			6
Other assets	32			81
Total assets	$	8,091		$	8,257
LIABILITIES AND SHAREHOLDERS’ EQUITY
Other liabilities	$	30		$	89
Long-term debt:
Due to others	382			534
Total liabilities	412			623
Shareholders’ equity:
Preferred stock	566			710
Common stock	4,445			4,725
Retained earnings	2,807			2,321
Accumulated other comprehensive income (loss)	(139		)	(122		)
Total shareholders’ equity	7,679			7,634
Total liabilities and shareholders’ equity	$	8,091		$	8,257

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CONDENSED STATEMENTS OF INCOME

(In millions)	Year Ended December 31,
	2017			2016			2015
Interest income:
Commercial bank	$	—		$	1		$	1
Other loans and securities	1			2			3
Total interest income	1			3			4
Interest expense:
Affiliated trusts	—			3			4
Other borrowed funds	25			34			64
Total interest expense	25			37			68
Net interest loss	(24		)	(34		)	(64		)
Other income:
Dividends from consolidated subsidiaries:
Commercial bank	587			263			234
Securities gains, net	—			—			37
Other income	7			4			13
Total other income	594			267			284
Expenses:
Salaries and employee benefits	24			23			25
Other operating expenses	8			(14		)	10
Total expenses	32			9			35
Income before income taxes and undistributed income of consolidated subsidiaries	538			224			185
Income tax benefit	(42		)	(19		)	(27		)
Income before equity in undistributed income of consolidated subsidiaries	580			243			212
Equity in undistributed income (loss) of consolidated subsidiaries:
Commercial bank	12			230			108
Other subsidiaries	—			(4		)	(11		)
Net income	592			469			309
Preferred stock dividends	(40		)	(48		)	(62		)
Preferred stock redemption	(2		)	(10		)	—
Net earnings applicable to common shareholders	$	550		$	411		$	247

157

CONDENSED STATEMENTS OF CASH FLOWS

(In millions)	Year Ended December 31,
	2017			2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	592		$	469		$	309
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed income of consolidated subsidiaries	(12		)	(226		)	(97		)
Other, net	(56		)	(31		)	78
Net cash provided by operating activities	524			212			290
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in money market investments	196			347			132
Collection of advances to subsidiaries	—			—			56
Advances to subsidiaries	—			—			(41		)
Proceeds from sales and maturities of investment securities	20			4			125
Purchases of investment securities	—			—			(47		)
Decrease of investment in subsidiaries	—			—			15
Other, net	2			7			4
Net cash provided by investing activities	218			358			244
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of long-term debt	(164		)	(280		)	(271		)
Proceeds from issuance of common stock	25			25			22
Cash paid for preferred stock redemptions	(144		)	(126		)	(176		)
Company common stock repurchased	(332		)	(97		)	(7		)
Dividends paid on preferred stock	(40		)	(50		)	(63		)
Dividends paid on common stock	(89		)	(58		)	(45		)
Net cash used in financing activities	(744		)	(586		)	(540		)
Net decrease in cash and due from banks	(2		)	(16		)	(6		)
Cash and due from banks at beginning of year	2			18			24
Cash and due from banks at end of year	$	—		$	2		$	18

The Parent paid interest of $26 million in 2017, $35 million in 2016, and $51 million in 2015.

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2017. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2017. There were no changes in the Company’s internal control over financial reporting during the fourth quarter of 2017 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. See “Report on Management’s Assessment of Internal Control over Financial Reporting” included in Item 8 on page 84 for management’s report on the adequacy of internal control over financial reporting. Also see “Report on Internal Control over Financial Reporting” issued by Ernst & Young LLP included in Item 8 on page 86.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Incorporated by reference from the Company’s Proxy Statement to be subsequently filed.

ITEM 11. EXECUTIVE COMPENSATION

Incorporated by reference from the Company’s Proxy Statement to be subsequently filed.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

EQUITY COMPENSATION PLAN INFORMATION

The following schedule provides information as of December 31, 2017 with respect to the shares of the Company’s common stock that may be issued under existing equity compensation plans.

	(a)		(b)			(c)
Plan category 1	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plan approved by security holders:
Zions Bancorporation 2015 Omnibus Incentive Plan		1,363,432		$	27.43		5,009,248

¹  Column (a) excludes 38,978 shares of unvested restricted stock, 1,709,813 RSUs (each unit representing the right to one share of common stock), and 1,175,887 shares of common stock issuable upon the exercise of stock options, with a weighted average exercise price of $27.03, granted under the prior plan. The schedule also excludes 21,252 shares of common stock issuable upon the exercise of stock options, with a weighted average exercise price of $5.02, granted under plans assumed in mergers that are outstanding.

Other information required by Item 12 is incorporated by reference from the Company’s Proxy Statement to be subsequently filed.

159

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Incorporated by reference from the Company’s Proxy Statement to be subsequently filed.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Incorporated by reference from the Company’s Proxy Statement to be subsequently filed.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) (1)    Financial statements – The following consolidated financial statements of Zions Bancorporation and subsidiaries are filed as part of this Form 10-K under Item 8, Financial Statements and Supplementary Data:

Consolidated balance sheets – December 31, 2017 and 2016

Consolidated statements of income – Years ended December 31, 2017, 2016 and 2015

Consolidated statements of comprehensive income – Years ended December 31, 2017, 2016 and 2015

Consolidated statements of changes in shareholders’ equity – Years ended December 31, 2017, 2016 and 2015

Consolidated statements of cash flows – Years ended December 31, 2017, 2016 and 2015

Notes to consolidated financial statements – December 31, 2017

(2)    Financial statement schedules – All financial statement schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions, the required information is contained elsewhere in the Form 10-K, or the schedules are inapplicable and have therefore been omitted.

(3)    List of Exhibits:

Exhibit Number	Description
3.1	Restated Articles of Incorporation of Zions Bancorporation dated July 8, 2014, incorporated by reference to Exhibit 3.1 of Form 8-K/A filed on July 18, 2014.	*
3.2	Restated Bylaws of Zions Bancorporation dated February 27, 2015, incorporated by reference to Exhibit 3.2 of Form 10-Q for the quarter ended March 31, 2015.	*
4.1	Senior Debt Indenture dated September 10, 2002 between Zions Bancorporation and The Bank of New York Mellon Trust Company, N.A. as successor to J.P. Morgan Trust Company, N.A., as trustee, with respect to senior debt securities of Zions Bancorporation (filed herewith).
4.2	Subordinated Debt Indenture dated September 10, 2002 between Zions Bancorporation and The Bank of New York Mellon Trust Company, N.A. as successor to J.P. Morgan Trust Company, N.A., as trustee, with respect to subordinated debt securities of Zions Bancorporation (filed herewith).
4.3	Junior Subordinated Indenture dated August 21, 2002 between Zions Bancorporation and The Bank of New York Mellon Trust Company, N.A. as successor to J.P. Morgan Trust Company, N.A., as trustee, with respect to junior subordinated debentures of Zions Bancorporation (filed herewith).

160

Exhibit Number	Description
4.4	Warrant to purchase up to 5,789,909 shares of Common Stock, issued on November 14, 2008, incorporated by reference to Exhibit 4.4 of Form 10-K for the year ended December 31, 2013.	*
4.5	Warrant Agreement, between Zions Bancorporation and Zions First National Bank (now known as ZB, N.A.), and Warrant Certificate, incorporated by reference to Exhibit 4.5 of Form 10-K for the year ended December 31, 2016.	*
10.1	Zions Bancorporation 2015-2017 Value Sharing Plan, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2015.	*
10.2	Zions Bancorporation 2016-2018 Value Sharing Plan, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended September 30, 2016.	*
10.3	Zions Bancorporation 2017-2019 Value Sharing Plan, incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended June 30, 2017.	*
10.4	Zions Bancorporation 2017 Management Incentive Compensation Plan, incorporated by reference to Appendix I of the Company’s Proxy Statement dated April 14, 2016.	*
10.5	Zions Bancorporation Third Restated and Revised Deferred Compensation Plan, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended September 30, 2013.	*
10.6	Zions Bancorporation Fourth Restated Deferred Compensation Plan for Directors, incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended September 30, 2013.	*
10.7	Amendment to the Zions Bancorporation Fourth Restated Deferred Compensation Plan for Directors, incorporated by reference to Exhibit 10.8 of Form 10-K for the year ended December 31, 2015.	*
10.8	Amended and Restated Amegy Bancorporation, Inc. Non-Employee Directors Deferred Fee Plan, incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarter ended September 30, 2013.	*
10.9	Zions Bancorporation First Restated Excess Benefit Plan, incorporated by reference to Exhibit 10.8 of Form 10-K for the year ended December 31, 2014.	*
10.10	Trust Agreement establishing the Zions Bancorporation Deferred Compensation Plan Trust by and between Zions Bancorporation and Cigna Bank & Trust Company, FSB effective October 1, 2002, incorporated by reference to Exhibit 10.9 of Form 10-K for the year ended December 31, 2012.	*
10.11	Amendment to the Trust Agreement establishing the Zions Bancorporation Deferred Compensation Plan Trust by and between Zions Bancorporation and Cigna Bank & Trust Company, FSB substituting Prudential Bank & Trust, FSB as the trustee, incorporated by reference to Exhibit 10.12 of Form 10-K for the year ended December 31, 2016.	*
10.12	Amendment to Trust Agreement Establishing the Zions Bancorporation Deferred Compensation Plans Trust, effective September 1, 2006, incorporated by reference to Exhibit 10.11 of Form 10-K for the year ended December 31, 2012.	*
10.13	Fifth Amendment to Trust Agreement between Fidelity Management Trust Company and Zions Bancorporation for the Deferred Compensation Plans, incorporated by reference to Exhibit 10.5 of Form 10-Q for the quarter September 30, 2013.	*

161

Exhibit Number	Description
10.14	Sixth Amendment to Trust Agreement between Fidelity Management Trust Company and Zions Bancorporation for the Deferred Compensation Plans, dated August 17, 2015, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter September 30, 2015.	*
10.15	Zions Bancorporation Deferred Compensation Plans Master Trust between Zions Bancorporation and Fidelity Management Trust Company, effective September 1, 2006, incorporated by reference to Exhibit 10.12 of Form 10-K for the year ended December 31, 2012.	*
10.16	Revised schedule C to Zions Bancorporation Deferred Compensation Plans Master Trust between Zions Bancorporation and Fidelity Management Trust Company, effective September 13, 2006, incorporated by reference to Exhibit 10.13 of Form 10-K for the year ended December 31, 2012.	*
10.17	Third Amendment to the Zions Bancorporation Deferred Compensation Plans Master Trust agreement between Zions Bancorporation and Fidelity Management Trust Company, dated June 13, 2012 (filed herewith).
10.18	Zions Bancorporation Restated Pension Plan effective January 1, 2002, including amendments adopted through December 31, 2010, incorporated by reference to Exhibit 10.19 of Form 10-K for the year ended December 31, 2016.	*
10.19	First amendment to the Zions Bancorporation Pension Plan, dated June 28, 2013, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2013.	*
10.20	Second amendment to the Zions Bancorporation Pension Plan, dated July 17, 2017, incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarter ended June 30, 2017.	*
10.21	Zions Bancorporation Executive Management Pension Plan, incorporated by reference to Exhibit 10.18 of Form 10-K for the year ended December 31, 2014.	*
10.22	Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, Restated and Amended effective January 1, 2002, including amendments adopted through December 31, 2010, incorporated by reference to Exhibit 10.22 of Form 10-K for the year ended December 31, 2016.	*
10.23	First amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated November 14, 2012, incorporated by reference to Exhibit 10.18 of Form 10-K for the year ended December 31, 2012.	*
10.24	Second amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated August 19, 2016, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2017.	*
10.25	Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, dated July 3, 2006, incorporated by reference to Exhibit 10.19 of Form 10-K for the year ended December 31, 2012.	*
10.26	First Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, dated April 5, 2010, incorporated by reference to Exhibit 10.25 of Form 10-K for the year ended December 31, 2015.	*

162

Exhibit Number	Description
10.27	Second Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, dated April 5, 2010, incorporated by reference to Exhibit 10.26 of Form 10-K for the year ended December 31, 2015.	*
10.28	Third Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, dated April 30, 2010, incorporated by reference to Exhibit 10.27 of Form 10-K for the year ended December 31, 2015.	*
10.29	Fourth Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, dated October 1, 2014, incorporated by reference to Exhibit 10.25 of Form 10-K for the year ended December 31, 2014.	*
10.30	Fifth Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, dated October 1, 2014, incorporated by reference to Exhibit 10.26 of Form 10-K for the year ended December 31, 2014.	*
10.31	Sixth Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, dated August 17, 2015, incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended September 30, 2015.	*
10.32	Seventh Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, dated April 27, 2016, incorporated by reference to Exhibit 10.31 of Form 10-K for the year ended December 31, 2016.	*
10.33	Zions Bancorporation 2015 Omnibus Incentive Plan, incorporated by reference to Exhibit 4.1 of Form S-8 filed on July 1, 2015.	*
10.34	Form of Standard Restricted Stock Award Agreement, Zions Bancorporation 2015 Omnibus Incentive Plan, incorporated by reference to Exhibit 4.3 of Form S-8 filed on July 1, 2015.	*
10.35	Form of Standard Restricted Stock Unit Award Agreement, Zions Bancorporation 2015 Omnibus Incentive Plan, incorporated by reference to Exhibit 4.4 of Form S-8 filed on July 1, 2015.	*
10.36	Form of Standard Stock Option Award Agreement, Zions Bancorporation 2015 Omnibus Incentive Plan, incorporated by reference to Exhibit 4.6 of Form S-8 filed on July 1, 2015.	*
10.37	Form of Standard Directors Stock Award Agreement, Zions Bancorporation 2015 Omnibus Incentive Plan, incorporated by reference to Exhibit 4.7 of Form S-8 filed on July 1, 2015.	*
10.38	Form of Restricted Stock Award Agreement subject to holding requirement, Zions Bancorporation 2015 Omnibus Incentive Plan, incorporated by reference to Exhibit 4.2 of Form S-8 filed on July 1, 2015.	*
10.39	Form of Restricted Stock Unit Agreement subject to holding requirement, Zions Bancorporation 2015 Omnibus Incentive Plan, incorporated by reference to Exhibit 4.5 of Form S-8 filed on July 1, 2015.	*
10.40	Amegy Bancorporation 2004 (formerly Southwest Bancorporation of Texas, Inc.) Omnibus Incentive Plan, incorporated by reference to Exhibit 10.38 of Form 10-K for the year ended December 31, 2015.	*

163

Exhibit Number	Description
10.41	Form of Change in Control Agreement between the Company and Certain Executive Officers, incorporated by reference to Exhibit 10.37 of Form 10-K for the year ended December 31, 2012.	*
10.42	Addendum to Change in Control Agreement, incorporated by reference to Exhibit 10.38 of Form 10-K for the year ended December 31, 2014.	*
10.43	Form of Change in Control Agreement between the Company and Dallas E. Haun, dated May 23, 2008, incorporated by reference to Exhibit 10.39 of Form 10-K for the year ended December 31, 2014.	*
12	Ratios of Earnings to Fixed Charges and Earnings to Fixed Charges and Preferred Dividends (filed herewith).
21	List of Subsidiaries of Zions Bancorporation (filed herewith).
23	Consent of Independent Registered Public Accounting Firm (filed herewith).
31.1	Certification by Chief Executive Officer required by Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (filed herewith).
31.2	Certification by Chief Financial Officer required by Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934 (filed herewith).
32	Certification by Chief Executive Officer and Chief Financial Officer required by Sections 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 (15 U.S.C. 78m) and 18 U.S.C. Section 1350 (furnished herewith).
101	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets as of December 31, 2017 and December 31, 2016, (ii) the Consolidated Statements of Income for the years ended December 31, 2017, December 31, 2016, and December 31, 2015, (iii) the Consolidated Statements of Comprehensive Income for the years ended December 31, 2017, December 31, 2016, and December 31, 2015, (iv) the Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2017, December 31, 2016, and December 31, 2015, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2017, December 31, 2016, and December 31, 2015 and (vi) the Notes to Consolidated Financial Statements (filed herewith).

* Incorporated by reference

Certain instruments defining the rights of holders of long-term debt securities of the Registrant and its subsidiaries are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.

164

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 28, 2018    ZIONS BANCORPORATION

By	/s/ Harris H. Simmons
	HARRIS H. SIMMONS, Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

February 28, 2018

/s/ Harris H. Simmons	/s/ Paul E. Burdiss
HARRIS H. SIMMONS, Director, Chairman and Chief Executive Officer (Principal Executive Officer)	PAUL E. BURDISS, Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ Alexander J. Hume	/s/ Jerry C. Atkin
ALEXANDER J. HUME, Controller (Principal Accounting Officer)	JERRY C. ATKIN, Director

/s/ Gary L. Crittenden	/s/ Suren K. Gupta
GARY L. CRITTENDEN, Director	SUREN K. GUPTA, Director

/s/ J. David Heaney	/s/ Vivian S. Lee
J. DAVID HEANEY, Director	VIVIAN S. LEE, Director

/s/ Edward F. Murphy	/s/ Roger B. Porter
EDWARD F. MURPHY, Director	ROGER B. PORTER, Director

165

/s/ Stephen D. Quinn	/s/ Barbara A. Yastine
STEPHEN D. QUINN, Director	BARBARA A. YASTINE, Director

166

EX-4.1

EXHIBIT 4.1

ZIONS BANCORPORATION

TO

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

Trustee

Indenture

Dated as of September 10, 2002

SENIOR DEBT SECURITIES

TABLE OF CONTENTS

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

	PAGE
SECTION 101. Definitions	1
Act	2
Affiliate; control	2
Authenticating Agent	2
Board of Directors	2
Board Resolution	2
Business Day	2
Capital Stock	2
Claim	2
Commission	2
Company	2
Company Request; Company Order	3
Corporate Trust Office	3
corporation	3
Covenant Defeasance	3
Defaulted Interest	3
Defeasance	3
Depositary	3
Event of Default	3
Exchange Act	3
Expiration Date	3
Global Security	3
Holder	3
Indenture	3
interest	4
Interest Payment Date	4
Investment Company Act	4
Major Constituent Bank	4
Maturity	4
Notice of Default	4
Officers’ Certificate	4
Opinion of Counsel	4
Original Issue Discount Security	4
Outstanding	4

NOTE: This Table of Contents shall not, for any purpose, be deemed to be a part of the Indenture.

Paying Agent	5
Person	5
Place of Payment	5

Predecessor Security		6
Redemption Date		6
Redemption Price		6
Regular Record Date		6
Securities		6
Securities Act		6
Security Register; Security Registrar		6
Special Record Date		6
Stated Maturity		6
Subsidiary		6
Trust Indenture Act		6
Trustee		7
U.S. Government Obligation		7
Vice President		7
Wholly Owned Subsidiary		7
SECTION 102.	Compliance Certificates and Opinions	7
SECTION 103.	Form of Documents Delivered to Trustee	7
SECTION 104.	Acts of Holders; Record Dates	8
SECTION 105.	Notices, Etc., to Trustee and Company	10
SECTION 106.	Notice to Holders; Waiver	10
SECTION 107.	Conflict with Trust Indenture Act	11
SECTION 108.	Effect of Headings and Table of Contents	11
SECTION 109.	Successors and Assigns	11
SECTION 110.	Separability Clause	11
SECTION 111.	Benefits of Indenture	11
SECTION 112.	Governing Law	12
SECTION 113.	Legal Holidays	12
	ARTICLE TWO
	SECURITY FORMS
SECTION 201.	Forms Generally	12
SECTION 202.	Form of Face of Security	13
SECTION 203.	Form of Reverse of Security	14
SECTION 204.	Form of Legend for Global Securities	18
SECTION 205.	Form of Trustee’s Certificate of Authentication	19

	ARTICLE THREE
	THE SECURITIES
SECTION 301.	Amount Unlimited; Issuable in Series	19

ii

SECTION 302.	Denominations	21
SECTION 303.	Execution, Authentication, Delivery and Dating	22
SECTION 304.	Temporary Securities	23
SECTION 305.	Registration, Registration of Transfer and Exchange	23
SECTION 306.	Mutilated, Destroyed, Lost and Stolen Securities	25
SECTION 307.	Payment of Interest; Interest Rights Preserved	26
SECTION 308.	Persons Deemed Owners	27
SECTION 309.	Cancellation	27
SECTION 310.	Computation of Interest	28
SECTION 311.	CUSIP Numbers	28
	ARTICLE FOUR
	SATISFACTION AND DISCHARGE
SECTION 401.	Satisfaction and Discharge of Indenture	28
SECTION 402.	Application of Trust Money	29
	ARTICLE FIVE
	REMEDIES
SECTION 501.	Events of Default	30

SECTION 502.	Acceleration of Maturity; Rescission and Annulment	32
SECTION 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	33
SECTION 504.	Trustee May File Proofs of Claim	34
SECTION 505.	Trustee May Enforce Claims Without Possession of Securities	34
SECTION 506.	Application of Money Collected	34
SECTION 507.	Limitation on Suits	35
SECTION 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest	36
SECTION 509.	Restoration of Rights and Remedies	36
SECTION 510.	Rights and Remedies Cumulative	36
SECTION 511.	Delay or Omission Not Waiver	36
SECTION 512.	Control by Holders	36
SECTION 513.	Waiver of Past Defaults	37
SECTION 514.	Undertaking for Costs	37
SECTION 515.	Waiver of Usury, Stay or Extension Laws	37

iii

	ARTICLE SIX
	THE TRUSTEE
SECTION 601.	Certain Duties and Responsibilities	38
SECTION 602.	Notice of Defaults	38
SECTION 603.	Certain Rights of Trustee	39
SECTION 604.	Not Responsible for Recitals or Issuance of Securities	40
SECTION 605.	May Hold Securities	40
SECTION 606.	Money Held in Trust	40
SECTION 607.	Compensation and Reimbursement	40

SECTION 608.	Conflicting Interests	41
SECTION 609.	Corporate Trustee Required; Eligibility	41
SECTION 610.	Resignation and Removal; Appointment of Successor	41
SECTION 611.	Acceptance of Appointment by Successor	43
SECTION 612.	Merger, Conversion, Consolidation or Succession to Business	44
SECTION 613.	Preferential Collection of Claims Against Company	44
SECTION 614.	Appointment of Authenticating Agent	44
	ARTICLE SEVEN
	HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 701.	Company to Furnish Trustee Names and Addresses of Holders	46
SECTION 702.	Preservation of Information; Communications to Holders	46
SECTION 703.	Reports by Trustee	46
SECTION 704.	Reports by Company	47
	ARTICLE EIGHT
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 801.	Company May Consolidate, Etc., Only on Certain Terms	47
SECTION 802.	Successor Substituted	48
	ARTICLE NINE
	SUPPLEMENTAL INDENTURES
SECTION 901.	Supplemental Indentures Without Consent of Holders	48
SECTION 902.	Supplemental Indentures With Consent of Holders	49
SECTION 903.	Execution of Supplemental Indentures	50
SECTION 904.	Effect of Supplemental Indentures	50
SECTION 905.	Conformity with Trust Indenture Act	51
SECTION 906.	Reference in Securities to Supplemental Indentures	51

iv

	ARTICLE TEN
	COVENANTS
SECTION 1001.	Payment of Principal, Premium and Interest	51
SECTION 1002.	Maintenance of Office or Agency	51
SECTION 1003.	Money for Securities Payments to Be Held in Trust	52
SECTION 1004.	Statement by Officers as to Default	53
SECTION 1005.	Existence.	53
SECTION 1006.	Company Statement as to Compliance	53
SECTION 1007.	Payment of Taxes and Other Claims	53
SECTION 1008.	Waiver of Certain Covenants	54
SECTION 1009.	Restrictions on Sale or Issuance of Capital Stock of Major Constituent Banks and Subsidiaries Owning Major Constituent Banks	54
SECTION 1010.	Restrictions on Merger or Sale of Assets by Major Constituent Banks	55
SECTION 1011.	Calculation of Original Issue Discount	56
	ARTICLE ELEVEN
	REDEMPTION OF SECURITIES
SECTION 1101.	Applicability of Article	56
SECTION 1102.	Election to Redeem; Notice to Trustee	56
SECTION 1103.	Selection by Trustee of Securities to Be Redeemed	56
SECTION 1104.	Notice of Redemption	57
SECTION 1105.	Deposit of Redemption Price	58
SECTION 1106.	Securities Payable on Redemption Date	58
SECTION 1107.	Securities Redeemed in Part	58
	ARTICLE TWELVE

	SINKING FUNDS
SECTION 1201.	Applicability of Article	59
SECTION 1202.	Satisfaction of Sinking Fund Payments with Securities	59
SECTION 1203.	Redemption of Securities for Sinking Fund	59
	ARTICLE THIRTEEN
	DEFEASANCE AND COVENANT DEFEASANCE
SECTION 1301.	Company’s Option to Effect Defeasance or Covenant Defeasance	60
SECTION 1302.	Defeasance and Discharge	60

v

SECTION 1303.	Covenant Defeasance	60
SECTION 1304.	Conditions to Defeasance or Covenant Defeasance	61
SECTION 1305.	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	63
SECTION 1306.	Reinstatement	63

vi

Certain Sections of this Indenture relating to Sections 310 through 318,

inclusive, of the Trust Indenture Act of 1939:

Trust Indenture Act Section	Indenture Section
§310(a)(1)	609
(a)(2)	609
(a)(3)	Not Applicable
(a)(4)	Not Applicable
(b)	608
	610
§311(a)	613
(b)	613
§312(a)	701
	702
(b)	702
(c)	702
§313(a)	703
(b)	703
(c)	703
(d)	703
§314(a)	704
(a)(4)	101
	1,004
(b)	Not Applicable
(c)(1)	102
(c)(2)	102
(c)(3)	Not Applicable
(d)	Not Applicable
(e)	102
§315(a)	601
(b)	602
(c)	601
(d)	601
(e)	514
§316(a)	101
(a)(1)(A)	502
	512
(a)(1)(B)	513
(a)(2)	Not Applicable
(b)	508
(c)	104
§317(a)(1)	503
(a)(2)	504
(b)	1,003
§318(a)	107

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

INDENTURE, dated as of September 10, 2002, between Zions Bancorporation, a corporation duly organized and existing under the laws of the State of Utah (herein called the “Company”), having its principal office at One South Main, Suite 1134, Salt Lake City, Utah 84111, and J. P. Morgan Trust Company, National Association, as Trustee (herein called the “Trustee”), having its Corporate Trust Office at 560 Mission Street, 13th Floor, San Francisco, California 94105.

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its senior debt securities (herein called the “Securities”), to be issued in one or more series as in this Indenture provided.

All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

SECTION 101. Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation;

(4) unless the context otherwise requires, any reference to an “Article”, “Section” or “Clause” refers to an Article, Section or Clause, as the case may be, of this Indenture; and

(5) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

“Act”, when used with respect to any Holder, has the meaning specified in Section 104.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of one or more series.

“Board of Directors” means either the board of directors of the Company or any duly authorized committee of that board.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day”, when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close.

“Capital Stock” means, as to shares of a particular bank or corporation other than the Company, outstanding shares of any class whether now or hereafter authorized, irrespective of whether such class shall be limited to a fixed sum or percentage in respect of the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary liquidation, dissolution or winding up of such bank or corporation.

“Claim” shall have the meaning assigned thereto in Section 101(5) of the Bankruptcy Code of 1978, as amended to the date of this Indenture.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.

“Corporate Trust Office” means the principal office of the Trustee in San Francisco, California at which at any particular time its corporate trust business shall be administered.

“corporation” means a corporation, association, company, joint-stock company or business trust.

“Covenant Defeasance” has the meaning specified in Section 1303.

“Defaulted Interest” has the meaning specified in Section 307.

“Defeasance” has the meaning specified in Section 1302.

“Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301.

“Event of Default” has the meaning specified in Section 501.

“Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.

“Expiration Date” has the meaning specified in Section 104.

“Global Security” means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 204 (or such legend as may be specified as contemplated by Section 301 for such Securities).

“Holder” means a Person in whose name a Security is registered in the Security Register.

“Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 301.

“interest”, when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.

“Interest Payment Date”, when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

“Investment Company Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.

“Major Constituent Bank” means any Subsidiary which is organized as a banking organization under Federal or State law and which represents 30% or more of the consolidated assets of the Company determined as of the date of the most recent audited financial statements of the Company.

“Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

“Notice of Default” means a written notice of the kind specified in Section 501.

“Officers’ Certificate” means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers signing an Officers’ Certificate given pursuant to Section 1004 shall be the principal executive, financial or accounting officer of the Company.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company, and who shall be acceptable to the Trustee.

“Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.

“Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(1) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(2) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(3) Securities as to which Defeasance has been effected pursuant to Section 1302; and

(4) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;

provided , however , that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the

amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

“Paying Agent” means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities on behalf of the Company.

“Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Place of Payment”, when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 301.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301.

“Responsible Officer”, when used with respect to the Trustee, means any officer of the Trustee expressly assigned to administer the duties of the Trustee hereunder.

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.

“Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.

“Security Register” and “Security Registrar” have the respective meanings specified in Section 305.

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.

“Stated Maturity”, when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

“Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

“U.S. Government Obligation” has the meaning specified in Section 1304.

“Vice President”, when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”.

“Wholly Owned Subsidiary” means a corporation all the outstanding Capital Stock of which is owned directly or indirectly by the Company.

SECTION 102. Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include,

(1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

SECTION 103. Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or

covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

SECTION 104.Acts of Holders; Record Dates.

Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

The ownership of Securities shall be proved by the Security Register.

Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and

the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If not set by the Company prior to the first solicitation of a Holder made by any Person in respect of any such matter referred to in the foregoing sentence, the record date for any such matter shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 701) prior to such first solicitation. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant

action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.

The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of

Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.

With respect to any record date set pursuant to this Section, the party hereto which sets such record dates may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

SECTION 105. Notices, Etc., to Trustee and Company.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Assistant Vice President, or

(2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument, Attention: Chief Financial Officer, or at any other address previously furnished in writing to the Trustee by the Company.

SECTION 106. Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date (if any), and not earlier

than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

SECTION 107. Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

SECTION 108. Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 109. Successors and Assigns.

All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

SECTION 110. Separability Clause.

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 111. Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto, their successors hereunder and the Holders any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 112. Governing Law.

This Indenture and the Securities shall be governed by and construed in accordance with the law of the State of New York.

SECTION 113. Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue for the period after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, and up to and including such next succeeding Business Day.

ARTICLE TWO

SECURITY FORMS

SECTION 201. Forms Generally.

The Securities of each series and the Trustee’s Certificate of Authentication shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities.

The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.

SECTION 202. Form of Face of Security.

THIS SECURITY IS AN UNSECURED SENIOR DEBT OBLIGATION OF ZIONS BANCORPORATION. THIS SECURITY IS NOT A DEPOSIT OR SAVINGS ACCOUNT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

[Insert any legend required by the Internal Revenue Code and the regulations thereunder.]

ZIONS BANCORPORATION

Senior Debt Securities

No.

ZIONS BANCORPORATION, a corporation duly organized and existing under the laws of the State of Utah (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to                                , or registered assigns, the principal sum of                                 Dollars on                             [if the Security is to bear interest prior to Maturity, insert — , and to pay interest thereon from                 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on                and                 in each year, commencing            , at the rate of        % per annum, until the principal hereof is paid or made available for payment [if applicable, insert — , provided that any             principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand ] . The interest so payable, and punctually paid or duly provided for, on any

Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the         or        (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture ] .

[If the Security is not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of [            ]% per annum (to

the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. [ Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of [            ]% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand. ] ]

Payment of the principal of (and premium, if any) and [if applicable, insert — any such ] interest on this Security will be made at the office or agency of the Company maintained for that purpose in                , in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert — ; provided , however , that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register ] .

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:	ZIONS BANCORPORATION
	By
Attest:

SECTION 203. Form of Reverse of Security.

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of September 10, 2002 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and J.P. Morgan Trust Company, National Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.

This Security is one of the series designated on the face hereof [if applicable, insert —, limited in aggregate principal amount to $ ] .

[If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, [if applicable, insert — (1) on             in any year commencing with the year             and ending with the year             through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2) ] at any time [if applicable, insert — on or after             , 20 ] , as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before             , %, and if redeemed ] during the 12-month period beginning             of the years indicated,

Year Redemption Price Year Redemption Price

and thereafter at a Redemption Price equal to             % of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise) ] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. ]

[If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on             in any year commencing with the year             and ending with the year             through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after             ] , as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning             of the years indicated,

Year Redemption Price For  Redemption Through Operation of  the Sinking Fund Redemption Price For Redemption  Otherwise Than Through Operation of the Sinking Fund

and thereafter at a Redemption Price equal to             % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. ]

[If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to             , redeem any Securities of this series as contemplated by [if applicable, insert — Clause (2) of ] the preceding paragraph as a part of, or in

anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than             % per annum. ]

[If applicable, insert — The sinking fund for this series provides for the redemption on in each year beginning with the year             and ending with the year             of [if applicable, insert — not less than $             (“mandatory sinking fund”) and not more than ] $ aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, insert — mandatory ] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory ] sinking fund payments otherwise required to be made [if applicable, insert — , in the inverse order in which they become due ] . ]

[If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. ]

[If applicable, insert — The Indenture contains provisions for defeasance at any time of [ the entire indebtedness of this Security ] [ or ] [ certain restrictive covenants and Events of Default with respect to this Security ] [ , in each case ] upon compliance with certain conditions set forth in the Indenture. ]

[If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. ]

[If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount . Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate. ]

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66 ² / 3 % in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

This Security shall be governed by and construed in accordance with the laws of the State of New York, but without regard to principles of conflict of laws.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

SECTION 204. Form of Legend for Global Securities.

Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

SECTION 205. Form of Trustee’s Certificate of Authentication.

The Trustee’s certificates of authentication shall be in substantially the following form:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:	J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION As Trustee
		By
			Authorized Officer

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series,

(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);

(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);

(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;

(4) the date or dates on which the principal of any Securities of the series is payable;

(5) the rate or rates at which any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment

Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date;

(6) the place or places where the principal of and any premium and interest on any Securities of the series shall be payable;

(7) the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;

(8) the obligation, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable;

(10) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;

(11) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 101;

(12) if the principal of (or premium, if any) or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of (or premium, if any) or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);

(13) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502;

(14) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the

principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);

(15) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 1302 or Section 1303 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;

(16) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 204 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 305 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;

(17) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502;

(18) any addition to or change in the covenants set forth in Article Ten which applies to Securities of the series; and

(19) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)).

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto.

If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.

SECTION 302. Denominations.

The Securities of each series shall be issuable in such denominations as shall be specified as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable only in registered form without coupons and in denominations of $1,000 and any integral multiple thereof.

SECTION 303. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,

(1) if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 201, that such form has been established in conformity with the provisions of this Indenture;

(2) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 301, that such terms have been established in conformity with the provisions of this Indenture; and

(3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have

been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

SECTION 304. Temporary Securities.

Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.

If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.

SECTION 305. Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at the principal office of the Authenticating Agent a register (the register maintained in such office and in any other office or agency

of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Authenticating Agent is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.

Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amount.

At the option of the Holder, and subject to the other provisions of this Section 305, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

(1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.

(2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301.

(3) Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.

(4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 307. Payment of Interest; Interest Rights Preserved.

Except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.

Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class

postage prepaid, to each Holder of Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).

(2) The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 308. Persons Deemed Owners.

Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 307) any interest on such Security

and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

None of the Company, the Trustee or any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, with respect to any Security in global form, nothing herein shall prevent the Company or Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Depositary (or its nominee), as a Holder, with respect to such Security in global form or impair, as between such Depositary and owners of beneficial interests in such Security in global form, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Security in global form.

SECTION 309. Cancellation.

All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled

by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of as directed by a Company Order.

SECTION 310. Computation of Interest.

Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 311. CUSIP Numbers.

The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP” numbers.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

(1) either

(A) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

(B) all such Securities not theretofore delivered to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity within one year, or

(iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and

(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.

SECTION 402. Application of Trust Money.

Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee.

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default.

“Event of Default”, wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1) default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or

(2) default in the payment of the principal of or any premium on any Security of that series at its Maturity; or

(3) default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or

(4) default in the performance, or breach of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(5) a default under any bond, debenture, note or other evidence of indebtedness for money borrowed by the Company or any Major Constituent Bank (including a default with respect to Securities of any series other than that series) having an aggregate principal amount outstanding of at least $25,000,000, or under any mortgage, indenture or instrument (including this Indenture) under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Company having an aggregate principal amount outstanding of at least $25,000,000, whether such indebtedness now exists or shall hereafter be created, which default (A) shall constitute a failure to pay any portion of the principal of such indebtedness when due and payable after the expiration of any applicable grace period with respect thereto or (B) shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without, in the case of Clause (A), such indebtedness having been discharged or without, in the case of Clause (B), such indebtedness having been discharged or such acceleration having been rescinded or

annulled, in each such case, within a period of 60 days after there shall have been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default and requiring the Company to cause such indebtedness to be discharged or cause such acceleration to be rescinded or annulled, as the case may be, and stating that such notice is a “Notice of Default” hereunder, provided that any such default in either case (A) or (B) shall not be deemed to have occurred if and so long as the Company or the applicable Major Constituent Bank shall contest the validity thereof in good faith by appropriate proceedings; or

(6) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a receiver or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or

(7) the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a receiver or similar official of the Company or of any substantial part of its property or the taking of corporate action by the Company in furtherance of any such action; or

(8) (A) the appointment by a competent government agency having primary regulatory authority over any Major Constituent Bank under any applicable Federal or State banking, insolvency or similar law now or hereafter in effect of a receiver, conservator or other similar official of any such Major Constituent Bank or of any substantial part of such entity’s property or (B) the entry of a decree or order in any case or proceeding under any applicable Federal or State banking, insolvency or other similar law now or hereafter in effect adjudging any Major Constituent Bank insolvent or bankrupt, or appointing any receiver, conservator or other similar official of any Major Constituent Bank or of any substantial part of such entity’s property, or ordering the winding up or liquidation of such entity’s affairs; or

(9) (A) the filing by any Major Constituent Bank with any competent government agency having primary regulatory authority over any such Major

Constituent Bank of a notice of voluntary liquidation or other similar action under any applicable Federal or State banking, insolvency or other similar law now or hereafter in effect or (B) the commencement by any Major Constituent Bank of any case or proceeding under any applicable Federal or State banking, insolvency or other similar law now or hereafter in effect to be adjudicated insolvent or bankrupt or seeking the appointment of a receiver, conservator or other similar official of any such Major Constituent Bank or of any substantial part of such entity’s property or the consent by any Major Constituent Bank to the entry of a decree or order in any case or proceeding under the Federal or State banking, insolvency or other similar laws adjudging any such Major Constituent Bank insolvent or bankrupt, or appointing any receiver, conservator or other similar official of any Major Constituent Bank or of any substantial part of such entity’s property, or ordering the winding up or liquidation of their respective affairs, or the taking of any corporate action by any such Major Constituent Bank in furtherance of such action; or

(10) any other Event of Default provided with respect to Securities of that series.

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default (other than an Event of Default specified in Section 501(6), 501(7), 501(8) or 501(9)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 501(6), 501(7), 501(8) or 501(9) with respect to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable.

At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if

(1) the Company has paid or deposited with the Trustee a sum sufficient to pay

(A) all overdue interest on all Securities of that series,

(B) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities,

(C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and

(D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;

and

(2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if

(1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or

(2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Security and collect the monies adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Security, wherever situated.

If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 504. Trustee May File Proofs of Claim.

In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.

No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

SECTION 505. Trustee May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such

proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

SECTION 506. Application of Money Collected.

Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section 607; and

SECOND: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium and interest, respectively.

SECTION 507. Limitation on Suits.

No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;

(2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest.

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the

Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

SECTION 509. Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

SECTION 510. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 511. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 512. Control by Holders.

The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that

(1) such direction shall not be in conflict with any rule of law or with this Indenture or expose the Trustee to personal liability, and

(2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

SECTION 513. Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default

(1) in the payment of the principal of (or premium, if any) or interest on any Security of such series, or

(2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

SECTION 514. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company.

SECTION 515. Waiver of Usury, Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE SIX

THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

Except as otherwise provided, the duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.

The Trustee shall, prior to the occurrence of an Event of Default of which the Trustee is deemed to have knowledge, and after the curing of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture or any other related document against the Trustee. The right of the Trustee to perform any discretionary act enumerated or contemplated in this Indenture or other related documents shall not be construed as a duty.

The Trustee shall, during the existence of any Event of Default which it is deemed to have knowledge of and which has not been cured, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of the prudent person’s own affairs.

The Trustee shall not be liable for any error of judgment made in good faith by any Responsible Officer of the Trustee unless the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Securities Outstanding of the affected series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or the exercise of any trust or power conferred upon the Trustee, under this Indenture. Notwithstanding the foregoing, no provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct.

Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

SECTION 602. Notice of Defaults.

The Trustee shall give the Holders notice of any default hereunder as and to the extent provided by the Trust Indenture Act; provided, however , that in the case of any default of the character specified in Section 501(2) and Section 501(4), no such notice to Holders shall be given until at least 30 days or 60 days, respectively, after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default.

The Trustee shall not be charged with knowledge of any Event of Default under this Indenture or related documents unless (i) a Responsible Officer of the Trustee shall have actual knowledge of such Event of Default or (ii) the Trustee shall have received notice in writing of such Event of Default by the Company or by the Holders of at least 25% in aggregate principal amount of the Securities then Outstanding of the affected series.

SECTION 603. Certain Rights of Trustee.

Subject to the provisions of Section 601:

(1) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may request and, in the absence of bad faith on its part, rely upon an Officers’ Certificate;

(4) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(6) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; and

(7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

SECTION 604. Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity, sufficiency or priority of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.

SECTION 605. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.

SECTION 606. Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

SECTION 607. Compensation and Reimbursement.

The Company agrees

(1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct;

(3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder; and

(4) whether or not herein expressly provided, every provision of this Indenture and of other related documents relating to the rights, privileges, protections, immunities and benefits given to the Trustee hereunder, including without limitation its right to be indemnified, shall (a) be subject to this Article, (b) apply to and be enforceable by, the Trustee in each of its capacities hereunder, including without limitation its capacity as Paying Agent and Security Registrar and (c) extend to directors, officers and employees of the Trustee.

SECTION 608. Conflicting Interests.

If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series.

SECTION 609. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has (or in the case of a corporation included in a bank holding company system, the related holding company has) a combined capital and surplus of at least $50,000,000 and a corporate trust office in either the Borough of Manhattan, City of New York or San Francisco, California. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its said supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

SECTION 610. Resignation and Removal; Appointment of Successor.

No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611.

The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company.

If at any time:

(1) the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or

(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (A) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.

If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

SECTION 611. Acceptance of Appointment by Successor.

In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

SECTION 612. Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, by sale or otherwise, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

SECTION 613. Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

SECTION 614. Appointment of Authenticating Agent.

The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia,

authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, by sale or otherwise, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607.

If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:

J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
As Trustee
By	,
	As Authenticating Agent
By	,
	Authorized Officer

ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.

The Company will furnish or cause to be furnished to the Trustee

(1) not more than 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of such Regular Record Date, and

(2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in the capacity as Security Registrar, to the extent the Trustee is duly appointed to act as such.

SECTION 702. Preservation of Information; Communications to Holders.

The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.

The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.

Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

SECTION 703. Reports by Trustee.

The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.

A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange.

SECTION 704. Reports by Company.

The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission.

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless:

(1) in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, partnership, limited liability company or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed;

(2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and

(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

SECTION 802. Successor Substituted.

Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders.

Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or

(2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or

(3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or

(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or

(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or

(6) to secure the Securities; or

(7) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or

(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or

(9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (9) shall not adversely affect the interests of the Holders of Securities of any series in any material respect.

SECTION 902. Supplemental Indentures With Consent of Holders.

With the consent of the Holders of not less than 66 ² / 3 % in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,

(1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon (or premium, if any) payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or

(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or

(3) modify any of the provisions of this Section, Section 513 or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1008, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8).

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

SECTION 903. Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

SECTION 904. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 905. Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.

SECTION 906. Reference in Securities to Supplemental Indentures.

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of (and premium, if any) and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.

SECTION 1002. Maintenance of Office or Agency.

The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however , that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

SECTION 1003. Money for Securities Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order, direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Security of that series and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however , that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the

Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 1004. Statement by Officers as to Default.

The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

SECTION 1005. Existence.

Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory), as applicable, and franchises, and the existence, rights (charter and statutory) and franchises of any Major Constituent Bank; provided, however , that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders.

SECTION 1006. Company Statement as to Compliance.

The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement, which need not comply with Section 102, signed by the Chairman of the Board, a Vice Chairman, the President or a Vice President and by the Treasurer or an Assistant Treasurer of the Company, stating, as to each signer thereof, that

(1) a review of the activities of the Company during such year and of performance under this Indenture has been made under his supervision, and

(2) to the best of his knowledge, based on such review, (a) the Company has fulfilled all its obligations under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him and the nature and status thereof, and (b) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an Event of Default under Section 501 or, if such event has occurred and is continuing, specifying such event known to him and the nature and status thereof.

SECTION 1007. Payment of Taxes and Other Claims.

The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges

levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.

SECTION 1008. Waiver of Certain Covenants.

Except as otherwise specified as contemplated by Section 301 for Securities of such series, the Company, with respect to the Securities of any series, may omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such series or in any of Sections 1005 to 1007, inclusive, or in Section 1009 or Section 1010 if before the time for such compliance the Holders of at least 66 2/3% in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

SECTION 1009. Restrictions on Sale or Issuance of Capital Stock of Major Constituent Banks and Subsidiaries Owning Major Constituent Banks.

The Company will not, and will not permit any Subsidiary to, sell, assign, pledge, transfer or otherwise dispose of (i) any shares of Capital Stock of any Major Constituent Bank or any Subsidiary owning, directly or indirectly, any shares of Capital Stock of any Major Constituent Bank, or (ii) any securities convertible into such Capital Stock, and the Company will not permit any Major Constituent Bank or any Subsidiary owning, directly or indirectly, any shares of Capital Stock of a Major Constituent Bank to issue any shares of such Major Constituent Bank’s or such Subsidiary’s Capital Stock or, as the case may be, any securities convertible into shares of such Major Constituent Bank’s or such Subsidiary’s Capital Stock, as the case may be, except in any such case where:

(1) the sales, assignments, pledges, transfers or other dispositions or issuances are made, in the minimum amount required by law, to any Person for the purpose of the qualification of such Person to serve as a director; or

(2) the sales, assignments, pledges, transfers or other dispositions or issuances are for fair market value (as determined by the Board of Directors of the Company, such determination being evidenced by a Board Resolution) and, after giving effect to such disposition and to any potential dilution (if the shares or securities are convertible into Capital Stock), the Company will own directly or indirectly not less than 80% of the shares of each class of Capital Stock of such Major Constituent Bank or any such Subsidiary owning, directly or indirectly, any shares of Capital Stock of such Major Constituent Bank; or

(3) the sales, assignments, pledges, transfers or other dispositions or issuances are made (i) in compliance with an order of a court or regulatory authority of competent jurisdiction, (ii) in compliance with a condition imposed by an order of a court or regulatory authority of competent jurisdiction permitting the acquisition by the Company, directly or indirectly, of any entity the activities of which are legally permissible for a company such as the Company or a subsidiary thereof to engage in or (iii) in compliance with an undertaking made to a regulatory authority of competent jurisdiction in connection with an acquisition by the Company, directly or indirectly, of any entity the activities of which are legally permissible for a company such as the Company or a subsidiary thereof to engage in; provided that , in the case of Clauses (ii) and (iii), the assets of the entity to be acquired and its consolidated subsidiaries are equal to or greater than 75% of the assets of such Major Constituent Bank or such Subsidiary owning, directly or indirectly, any shares of Capital Stock of a Major Constituent Bank and its respective consolidated subsidiaries on the date of acquisition calculated in accordance with generally accepted accounting principles; or

(4) the sales, assignments, pledges, transfers or other dispositions or issuances are made to the Company or any Wholly Owned Subsidiary.

SECTION 1010. Restrictions on Merger or Sale of Assets by Major Constituent Banks.

So long as any of the Securities shall be outstanding, the Company will not permit any Major Constituent Bank to

(1) merge into or consolidate with any other banking institution, unless the surviving banking institution is the Company or is, or upon consummation of the merger or consolidation will become, a Subsidiary not less than 80% of the shares of each class of the Capital Stock of which are owned, directly or indirectly, by the Company, or

(2) lease, sell or transfer all or substantially all of its properties and assets to any corporation or other Person, except to the Company, a Subsidiary not less than 80% of the shares of the shares of each class of the Capital Stock of which are owned, directly or indirectly, by the Company or a Person that, upon such lease, sale or transfer, will become a Subsidiary not less than 80% of the shares of the each class of the Capital Stock of which are owned, directly or indirectly, by the Company,

except where such mergers, consolidations, sales or transfers are made (i) in compliance with an order of a court or regulatory authority of competent jurisdiction, (ii) in compliance with a condition imposed by an order of a court or regulatory authority of competent jurisdiction permitting the acquisition by the Company, directly or indirectly, of any entity the activities of which are legally permissible for a company such as the Company or a subsidiary thereof to engage in or (iii) in compliance with an undertaking made to a regulatory authority of competent jurisdiction in connection with an acquisition

by the Company, directly or indirectly, of any entity the activities of which are legally permissible for a company such as the Company or a subsidiary thereof to engage in; provided that, in the case of Clauses (ii) and (iii), the assets of the entity to be acquired and its consolidated subsidiaries are equal to or greater than 75% of the assets of such Major Constituent Bank and its consolidated subsidiaries on the date of acquisition, calculated in accordance with generally accepted accounting principles.

SECTION 1011. Calculation of Original Issue Discount.

If any Original Issue Discount Securities are outstanding, the Company shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article.

Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for such Securities) in accordance with this Article.

SECTION 1102. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction.

SECTION 1103. Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the

selection for redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.

The Trustee shall promptly notify the Company and each Securities Registrar in writing of the Securities selected for redemption and, in case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

SECTION 1104. Notice of Redemption.

Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price,

(3) if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed,

(4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date,

(5) the place or places where each such Security is to be surrendered for payment of the Redemption Price, and

(6) that the redemption is for a sinking fund, if such is the case.

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

SECTION 1105. Deposit of Redemption Price.

Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date.

SECTION 1106. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.

SECTION 1107. Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 301 for such Securities.

The minimum amount of any sinking fund payment provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional sinking fund payment”. If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities as provided for by the terms of such Securities.

SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.

The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

SECTION 1203. Redemption of Securities for Sinking Fund.

Not less than 90 days (or such shorter period as shall be satisfactory to the Trustee) prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 60 days

prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107.

ARTICLE THIRTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301. Company’s Option to Effect Defeasance or Covenant Defeasance.

The Company may elect, at its option at any time, to have Section 1302 or Section 1303 applied to any Securities or any series of Securities, as the case may be, designated pursuant to Section 301 as being defeasible pursuant to such Section 1302 or 1303, in accordance with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities.

SECTION 1302. Defeasance and Discharge.

Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when payments are due, (2) the Company’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1303 applied to such Securities.

SECTION 1303. Covenant Defeasance.

Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, (1) the Company shall be released from its obligations under Sections 1005 to 1007 inclusive, Sections 1009 and 1010, and any covenants provided pursuant to Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such Securities and (2) the occurrence of any event specified in Sections 501(4) (with respect to any of Sections 1005 to 1007 inclusive, Sections 1009 and 1010, and any such covenants provided pursuant to Section 301(18), 901(2) or 901(7)), 501(5) and 501(10) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Covenant

Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 501(4)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.

SECTION 1304. Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to the application of Section 1302 or Section 1303 to any Securities or any series of Securities, as the case may be:

(1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.

(2) In the event of an election to have Section 1302 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from,

or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.

(3) In the event of an election to have Section 1303 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.

(4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.

(5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 501(6), (7), (8) and (9), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).

(6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act).

(7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound.

(8) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder.

(9) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

SECTION 1305. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 1304 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, but money so held in trust need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.

Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.

SECTION 1306. Reinstatement.

If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to Section 1302 or 1303 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1305 with respect to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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

ZIONS BANCORPORATION
By	/s/ Doyle L. Arnold
	Name: Doyle L. Arnold
	Title: Executive Vice President
J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
By	/s/ James L. Nagy
	Authorized Officer

EX-4.2

EXHIBIT 4.2

ZIONS BANCORPORATION

TO

J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

Trustee

Indenture

Dated as of September 10, 2002

SUBORDINATED DEBT SECURITIES

TABLE OF CONTENTS

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

		Page
SECTION 101.	Definitions	1
	Act	2
	Affiliate; control	2
	Authenticating Agent	2
	Board of Directors	2
	Board Resolution	2
	Business Day	2
	Claim	2
	Commission	2
	Company	2
	Company Request; Company Order	2
	Corporate Trust Office	3
	corporation	3
	Covenant Defeasance	3
	Defaulted Interest	3
	Defeasance	3
	Depositary	3
	Event of Default	3
	Excess Proceeds	3
	Exchange Act	3
	Expiration Date	3
	Global Security	3
	Holder	4
	Indenture	4
	interest	4
	Interest Payment Date	4
	Investment Company Act	4
	Major Constituent Bank	4
	Maturity	4
	Notice of Default	4
	Officers’ Certificate	4
	Opinion of Counsel	4
	Original Issue Discount Security	4
	Outstanding	5
	Paying Agent	6
	Person	6

Note: This Table of Contents shall not, for any purpose, be deemed to be a part of the Indenture.

Place of Payment	6
Predecessor Security	6
Redemption Date	6
Redemption Price	6
Regular Record Date	6
Securities	6
Securities Act	6
Security Register; Security Registrar	6

	Senior Indebtedness	6
	Special Record Date	7
	Stated Maturity	8
	Subsidiary	8
	Termination Event	8
	Trust Indenture Act	8
	Trustee	8
	U.S. Government Obligation	8
	Vice President	9
SECTION 102.	Compliance Certificates and Opinions	9
SECTION 103.	Form of Documents Delivered to Trustee	9
SECTION 104.	Acts of Holders; Record Dates	10
SECTION 105.	Notices, Etc., to Trustee and Company	12
SECTION 106.	Notice to Holders; Waiver	12
SECTION 107.	Conflict with Trust Indenture Act	13
SECTION 108.	Effect of Headings and Table of Contents	13
SECTION 109.	Successors and Assigns	13
SECTION 110.	Separability Clause	13
SECTION 111.	Benefits of Indenture	13
SECTION 112.	Governing Law	13
SECTION 113.	Legal Holidays	13
ARTICLE TWO
SECURITY FORMS
SECTION 201.	Forms Generally	14
SECTION 202.	Form of Face of Security	14
SECTION 203.	Form of Reverse of Security	16
SECTION 204.	Form of Legend for Global Securities	20
SECTION 205.	Form of Trustee’s Certificate of Authentication	20
ARTICLE THREE
THE SECURITIES

SECTION 301.	Amount Unlimited; Issuable in Series	21
SECTION 302.	Denominations	23
SECTION 303.	Execution, Authentication, Delivery and Dating	23
SECTION 304.	Temporary Securities	25
SECTION 305.	Registration, Registration of Transfer and Exchange	25

SECTION 306.	Mutilated, Destroyed, Lost and Stolen Securities	27
SECTION 307.	Payment of Interest; Interest Rights Preserved	28
SECTION 308.	Persons Deemed Owners	29
SECTION 309.	Cancellation	29
SECTION 310.	Computation of Interest	30
SECTION 311.	CUSIP Numbers	30
ARTICLE FOUR
SATISFACTION AND DISCHARGE
SECTION 401.	Satisfaction and Discharge of Indenture	30
SECTION 402.	Application of Trust Money	31
ARTICLE FIVE
REMEDIES
SECTION 501.	Events of Default	31
SECTION 502.	Acceleration of Maturity; Rescission and Annulment	33
SECTION 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	34
SECTION 504.	Trustee May File Proofs of Claim	35
SECTION 505.	Trustee May Enforce Claims Without Possession of Securities	35
SECTION 506.	Application of Money Collected	36
SECTION 507.	Limitation on Suits	36
SECTION 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest	37
SECTION 509.	Restoration of Rights and Remedies	37

SECTION 510.	Rights and Remedies Cumulative	37
SECTION 511.	Delay or Omission Not Waiver	37
SECTION 512.	Control by Holders	37
SECTION 513.	Waiver of Past Defaults	38
SECTION 514.	Undertaking for Costs	38
SECTION 515.	Waiver of Usury, Stay or Extension Laws	38
ARTICLE SIX
THE TRUSTEE
SECTION 601.	Certain Duties and Responsibilities	39
SECTION 602.	Notice of Defaults	39
SECTION 603.	Certain Rights of Trustee	40
SECTION 604.	Not Responsible for Recitals or Issuance of Securities	41
SECTION 605.	May Hold Securities	41
SECTION 606.	Money Held in Trust	41
SECTION 607.	Compensation and Reimbursement	41
SECTION 608.	Conflicting Interests	42
SECTION 609.	Corporate Trustee Required; Eligibility	42
SECTION 610.	Resignation and Removal; Appointment of Successor	42
SECTION 611.	Acceptance of Appointment by Successor	44

SECTION 612.	Merger, Conversion, Consolidation or Succession to Business	45
SECTION 613.	Preferential Collection of Claims Against Company	45
SECTION 614.	Appointment of Authenticating Agent	45
ARTICLE SEVEN
HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 701.	Company to Furnish Trustee Names and Addresses of Holders	47

SECTION 702.	Preservation of Information; Communications to Holders	47
SECTION 703.	Reports by Trustee	47
SECTION 704.	Reports by Company	48
ARTICLE EIGHT
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 801.	Company May Consolidate, Etc., Only on Certain Terms	48
SECTION 802.	Successor Substituted	49
ARTICLE NINE
SUPPLEMENTAL INDENTURES
SECTION 901.	Supplemental Indentures Without Consent of Holders	49
SECTION 902.	Supplemental Indentures With Consent of Holders	50
SECTION 903.	Execution of Supplemental Indentures	51
SECTION 904.	Effect of Supplemental Indentures	51
SECTION 905.	Conformity with Trust Indenture Act	51
SECTION 906.	Reference in Securities to Supplemental Indentures	52
SECTION 907.	Subordination Impaired	52
ARTICLE TEN
COVENANTS
SECTION 1001.	Payment of Principal, Premium and Interest	52
SECTION 1002.	Maintenance of Office or Agency	52
SECTION 1003.	Money for Securities Payments to Be Held in Trust	53
SECTION 1004.	Statement by Officers as to Default	54
SECTION 1005.	Existence	54
SECTION 1006.	Company Statement as to Compliance	54
SECTION 1007.	Payment of Taxes and Other Claims	55
SECTION 1008.	Waiver of Certain Covenants	55

SECTION 1009.	Calculation of Original Issue Discount	55
ARTICLE ELEVEN
REDEMPTION OF SECURITIES
SECTION 1101.	Applicability of Article	55

SECTION 1102.	Election to Redeem; Notice to Trustee	56
SECTION 1103.	Selection by Trustee of Securities to Be Redeemed	56
SECTION 1104.	Notice of Redemption	57
SECTION 1105.	Deposit of Redemption Price	57
SECTION 1106.	Securities Payable on Redemption Date	57
SECTION 1107.	Securities Redeemed in Part	58
ARTICLE TWELVE
SINKING FUNDS
SECTION 1201.	Applicability of Article	58
SECTION 1202.	Satisfaction of Sinking Fund Payments with Securities	58
SECTION 1203.	Redemption of Securities for Sinking Fund	59
ARTICLE THIRTEEN
DEFEASANCE AND COVENANT DEFEASANCE
SECTION 1301.	Company’s Option to Effect Defeasance or Covenant Defeasance	59
SECTION 1302.	Defeasance and Discharge	59
SECTION 1303.	Covenant Defeasance	60
SECTION 1304.	Conditions to Defeasance or Covenant Defeasance	60
SECTION 1305.	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	62
SECTION 1306.	Reinstatement	63
ARTICLE FOURTEEN

SUBORDINATION OF SECURITIES
SECTION 1401.	Securities Subordinate to Senior Indebtedness	63
SECTION 1402.	Payment Over of Proceeds Upon Dissolution, Etc.	63
SECTION 1403.	Prior Payment to Senior Indebtedness Upon Acceleration of Securities	64
SECTION 1404.	No Payment When Senior Indebtedness in Default	65
SECTION 1405.	Payment Permitted If No Default	65
SECTION 1406.	Subrogation to Rights of Holders of Senior Indebtedness	65
SECTION 1407.	Provisions Solely to Define Relative Rights	66
SECTION 1408.	Trustee to Effectuate Subordination	66
SECTION 1409.	No Waiver of Subordination Provisions	66
SECTION 1410.	Notice to Trustee	67
SECTION 1411.	Reliance on Judicial Order or Certificate of Liquidating Agent	68
SECTION 1412.	Trustee Not Fiduciary for Holders of Senior Indebtedness (or Creditors in Respect of General Obligations)	68
SECTION 1413.	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights	68
SECTION 1414.	Article Applicable to Paying Agents	68
SECTION 1415.	Payment of Proceeds in Certain Cases	69
SECTION 1416.	Automatic Termination	70

Certain Sections of this Indenture relating to Sections 310 through 318,

inclusive, of the Trus t Indenture Act of 1939:

Trust Indenture Act Section	Indenture Section
§ 310(a)(1)	609
(a)(2)	609
(a)(3)	Not Applicable
(a)(4)	Not Applicable
(b)	608
	610
§ 311(a)	613
(b)	613
§ 312(a)	701
	702
(b)	702
(c)	702
§ 313(a)	703
(b)	703
(c)	703
(d)	703
§ 314(a)	704
(a)(4)	101
	1,004
(b)	Not Applicable
(c)(1)	102
(c)(2)	102
(c)(3)	Not Applicable
(d)	Not Applicable
(e)	102
§ 315(a)	601
(b)	602
(c)	601
(d)	601
(e)	514
§ 316(a)	101
(a)(1)(A)	502
	512
(a)(1)(B)	513
(a)(2)	Not Applicable
(b)	508
(c)	104
§ 317(a)(1)	503
(a)(2)	504
(b)	1,003
§ 318(a)	107

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

INDENTURE, dated as of September 10, 2002, between Zions Bancorporation, a corporation duly organized and existing under the laws of the State of Utah (herein called the “Company”), having its principal office at One South Main, Suite 1134, Salt Lake City, Utah 84111, and J. P. Morgan Trust Company, National Association, as Trustee (herein called the “Trustee”), having its Corporate Trust Office at 560 Mission Street, 13th Floor, San Francisco, California 94105.

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its subordinated debt securities (herein called the “Securities”), to be issued in one or more series as in this Indenture provided.

All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

SECTION 101. Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation;

(4) unless the context otherwise requires, any reference to an “Article”, “Section” or “Clause” refers to an Article, Section or Clause, as the case may be, of this Indenture; and

(5) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

“Act”, when used with respect to any Holder, has the meaning specified in Section 104.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of one or more series.

“Board of Directors” means either the board of directors of the Company or any duly authorized committee of that board.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day”, when used with respect to any Place of Payment means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close.

“Claim” shall have the meaning assigned thereto in Section 101(5) of the Bankruptcy Code of 1978, as amended to the date of this Indenture.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.

“Corporate Trust Office” means the principal office of the Trustee in San Francisco, California at which at any particular time its corporate trust business shall be administered.

“corporation” means a corporation, association, company, joint-stock company or business trust.

“Covenant Defeasance” has the meaning specified in Section 1303.

“Default” has the meaning specified in Section 501.

“Defaulted Interest” has the meaning specified in Section 307.

“Defeasance” has the meaning specified in Section 1302.

“Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301.

“Event of Default” has the meaning specified in Section 501.

“Excess Proceeds” has the meaning specified in Section 1415.

“Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.

“Expiration Date” has the meaning specified in Section 104.

“General Obligations” means all obligations of the Company to make payment on account of claims of general creditors, other than (A) obligations on account of Senior Indebtedness and (B) obligations on account of the Securities and indebtedness for money borrowed ranking pari passu with or subordinate to the Securities; provided, however , that if the Board of Governors of the Federal Reserve System (or other Federal banking supervisor that shall at the time of determination be the Company’s primary Federal banking supervisor) shall promulgate any rule or issue any interpretation defining or describing the term “general creditor” or “general creditors” or “senior indebtedness” for purposes of its criteria for the inclusion of subordinated debt of a bank holding company (including a financial holding company, if applicable) in capital, or otherwise defining or describing the obligations to which subordinated debt of a bank holding company (including a financial holding company, if applicable) must be subordinated to be included in capital, to include any obligations not included in the definition of “Senior Indebtedness” herein, the term “General Obligations” shall mean such obligations as defined or described in the first such rule or interpretation, other than obligations described in clauses (A) and (B) above.

“Global Security” means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 204 (or such legend as may be specified as contemplated by Section 301 for such Securities).

“Holder” means a Person in whose name a Security is registered in the Security Register.

“Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 301.

“interest”, when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.

“Interest Payment Date”, when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

“Investment Company Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.

“Major Constituent Bank” means any Subsidiary which is organized as a banking organization under Federal or State law and which represents 30% or more of the consolidated assets of the Company determined as of the date of the most recent audited financial statements of the Company.

“Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

“Notice of Default” means a written notice of the kind specified in Section 501(b).

“Officers’ Certificate” means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers signing an Officers’ Certificate given pursuant to Section 1004 shall be the principal executive, financial or accounting officer of the Company.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company, and who shall be acceptable to the Trustee.

“Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.

“Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(1) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(2) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(3) Securities as to which Defeasance has been effected pursuant to Section 1302; and

(4) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;

provided , however , that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is

not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

“Paying Agent” means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities on behalf of the Company.

“Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Place of Payment”, when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 301.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301.

“Responsible Officer”, when used with respect to the Trustee, means any officer of the Trustee expressly assigned to administer the duties of the Trustee hereunder.

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.

“Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.

“Security Register” and “Security Registrar” have the respective meanings specified in Section 305.

“Senior Indebtedness” means:

(1) the principal of (and premium, if any) and interest in respect of indebtedness of the Company for purchased or borrowed money, whether or not evidenced by securities, notes, debentures, bonds or other similar instruments issued by the Company;

(2) all capital lease obligations of the Company;

(3) all obligations of the Company issued or assumed as the deferred purchase price of property, all conditional sale obligations of the Company and all obligations of the Company under any conditional sale or title retention agreement, but excluding trade accounts payable in the ordinary course of business;

(4) all obligations of the Company in respect of any letters of credit, bankers acceptance, security purchase facilities and similar credit transactions;

(5) all obligations of the Company in respect of interest rate swap, cap or other agreements, interest rate future or options contracts, currency swap agreements, currency future or option contracts and other similar agreements;

(6) all obligations of the type referred to in clauses (1) through (5) of other persons for the payment of which the Company is responsible or liable as obligor, guarantor or otherwise;

(7) all obligations of the type referred to in clauses (1) through (6) of other persons secured by any lien on any property or asset of the Company whether or not such obligation is assumed by the Company; and

(8) any deferrals, renewals or extensions of any such Senior Indebtedness;

provided, however, that Senior Indebtedness does not include:

(1) the Securities;

(2) any indebtedness that by its terms is subordinated to, or ranks on an equal basis with, the Securities, including the Company’s 8 ⁵ / 8 % Subordinated Notes due October 15, 2002, the Company’s Floating Rate Subordinated Notes due November 24, 2005, the Company’s Floating Rate Subordinated Notes due June 15, 2008, the Company’s Fixed/Floating Rate Subordinated Notes due October 15, 2011, Zions Financial Corp.’s Fixed/Floating Rate Guaranteed Notes due May 15, 2011, Zions Institutional Capital Trust A’s 8.536% Capital Securities due December 15, 2026, GB Capital Trust’s 10.25% Capital Securities due January 15, 2027, Zions Capital Trust B’s 8.00% Capital Securities due September 1, 2032 and CSBI Capital Trust’s 11.75% Capital Securities due June 6, 2027 (all of which shall rank pari passu with the Securities); and

(3) any indebtedness between or among the Company and its affiliates, including all other debt securities and guarantees in respect of debt securities issued to any trust, or a trustee of such trust, partnership or other entity affiliated with the Company which is a financing vehicle of the Company in connection with the issuance by such financing vehicle of capital securities or other securities guaranteed by the Company pursuant to an instrument that ranks on an equal basis with or junior in respect of payment to the Securities.

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.

“Stated Maturity”, when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

“Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

“Termination Event” means (a) the promulgation of any rule or regulation or the issuance of any interpretation of the Board of Governors of the Federal Reserve System (or other Federal banking supervisor that shall at the time of determination be the Company’s primary Federal banking supervisor) that (i) defines or describes the terms “general creditor” or “general creditors” or “senior indebtedness” for purposes of its criteria for the inclusion of subordinated debt of a bank holding company (including a financial holding company, if applicable) in capital, or otherwise defines or describes the obligations to which subordinated debt of a bank holding company (including a financial holding company, if applicable) must be subordinated for the debt to be included in capital, to include no obligations other than those covered by the definition of Senior Indebtedness without regard to any other obligations of the Company, (ii) permits the Company to include the Securities in its capital if they were subordinated in right of payment to the Senior Indebtedness without regard to any other obligations of the Company, (iii) otherwise eliminates the requirement that subordinated debt of a bank holding company (including a financial holding company, if applicable) must be subordinated in right of payment to the claims of its general creditors in order to be included in capital or (iv) causes the Securities to be excluded from capital notwithstanding the provisions of this Indenture referred to in Section 1416 or (b) any event that results in the Company not being subject to capital requirements under the rules, regulations or interpretations of the Board of Governors of the Federal Reserve System (or other Federal banking supervisor).

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or

include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

“U.S. Government Obligation” has the meaning specified in Section 1304.

“Vice President”, when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”.

SECTION 102. Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include,

(1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

SECTION 103. Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

SECTION 104. Acts of Holders; Record Dates.

Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

The ownership of Securities shall be proved by the Security Register.

Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If not set by the Company prior to the first solicitation of a Holder made by any Person in respect of any such matter

referred to in the foregoing sentence, the record date for any such matter shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 701) prior to such first solicitation. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.

The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.

With respect to any record date set pursuant to this Section, the party hereto which sets such record dates may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this

Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

SECTION 105. Notices, Etc., to Trustee and Company.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Assistant Vice President, or

(2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument, Attention: Chief Financial Officer, or at any other address previously furnished in writing to the Trustee by the Company.

SECTION 106. Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

SECTION 107. Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

SECTION 108. Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 109. Successors and Assigns.

All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

SECTION 110. Separability Clause.

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 111. Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than (a) the parties hereto and their successors hereunder, (b) the holders of Senior Indebtedness, (c) the Holders and (d) subject to Section 907, the creditors in respect of General Obligations, any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 112. Governing Law.

This Indenture and the Securities shall be governed by and construed in accordance with the law of the State of New York.

SECTION 113. Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue for the period after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, and up to and including such next succeeding Business Day.

ARTICLE TWO

SECURITY FORMS

SECTION 201. Forms Generally.

The Securities of each series and the Trustee’s Certificate of Authentication shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities.

The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.

SECTION 202. Form of Face of Security.

THIS SECURITY IS AN UNSECURED SUBORDINATED DEBT OBLIGATION OF ZIONS BANCORPORATION. THIS SECURITY IS NOT A DEPOSIT OR SAVINGS ACCOUNT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

[ Insert any legend required by the Internal Revenue Code and the regulations thereunder.]

ZIONS BANCORPORATION

Subordinated Debt Securities

No.

ZIONS BANCORPORATION, a corporation duly organized and existing under the laws of the State of Utah (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to                     pay to , or registered assigns, the principal sum of             Dollars on                     [if the Security is to bear interest prior to Maturity, insert — , and to pay interest thereon from                 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing             , at the rate of             % per annum, until the principal hereof is paid or made available for payment [if applicable, insert , provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of             % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand ] . The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the             or             (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will

forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture ] .

[If the Security is not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of [            ]% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. [ Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of [            ]% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand. ] ]

Payment of the principal of (and premium, if any) and [if applicable, insert — any such ] interest on this Security will be made at the office or agency of the Company maintained for that purpose in , in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert — ; provided , however , that at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register ] .

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:
	ZIONS BANCORPORATION
	By
Attest:

SECTION 203. Form of Reverse of Security.

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of September 10, 2002 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and J. P. Morgan Trust Company, National Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert —, limited in aggregate principal amount to $     ] .

[If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, [if applicable, insert — (1)             on in any year commencing with the year             and ending with the year             through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2) ] at any time [if applicable, insert — on or after         , 20. ] , as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before         ,     %, and if redeemed ] during the 12-month period beginning             of the years indicated,

Year Redemption Price Year Redemption Price

and thereafter at a Redemption Price equal to         % of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise) ] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. ]

[If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on             in any year commencing with the year         and ending with the year         through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after ] , as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning             of the years indicated,

Year Redemption Price For Redemption Through Operation of the Sinking Fund Redemption Price For Redemption Otherwise Than Through Operation of the Sinking Fund

and thereafter at a Redemption Price equal to .....% of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture. ]

[If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to         , redeem any Securities of this series as contemplated by [if applicable, insert — Clause (2) of ] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than         % per annum. ]

[If applicable, insert — The sinking fund for this series provides for the redemption on         in each year beginning with the         year and ending with the year         of [if applicable, insert — not less than $         (“mandatory sinking fund”) and not more than ] $         aggregate principal amount of Securities of this series. Securities of this series         acquired or redeemed by the Company otherwise than through [if applicable, insert — mandatory ] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory ] sinking fund payments otherwise required to be made [if applicable, insert — , in the inverse order in which they become due ] . ]

[If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof. ]

The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and in certain circumstances, to all General Obligations, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives reliance by each such holder upon said provisions.

[If applicable, insert — The Indenture contains provisions for defeasance at any time of [ the entire indebtedness of this Security ] [ or ] [ certain restrictive covenants and Events of Default with respect to this Security ] [ , in each case ] upon compliance with certain conditions set forth in the Indenture. ]

[If the Security is not an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. ]

[If the Security is an Original Issue Discount Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to — insert formula for determining the amount . Upon payment (i) of the amount of principal so

declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate. ]

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66 (2)/ 3 % in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

This Security shall be governed by and construed in accordance with the laws of the State of New York, but without regard to principles of conflict of laws.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

SECTION 204. Form of Legend for Global Securities.

Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

SECTION 205. Form of Trustee’s Certificate of Authentication.

The Trustee’s certificates of authentication shall be in substantially the following form:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:
	J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION As Trustee
		By
			Authorized Officer

ARTICLE THREE

THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series,

(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);

(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);

(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;

(4) the date or dates on which the principal of any Securities of the series is payable;

(5) the rate or rates at which any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date;

(6) the place or places where the principal of and any premium and interest on any Securities of the series shall be payable;

(7) the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;

(8) the obligation, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable;

(10) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;

(11) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 101;

(12) if the principal of (or premium, if any) or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of (or premium, if any) or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);

(13) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502;

(14) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);

(15) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 1302 or Section 1303 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;

(16) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 204 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 305 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;

(17) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502;

(18) any addition to or change in the covenants set forth in Article Ten which applies to Securities of the series; and

(19) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)).

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto.

If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.

The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Fourteen.

SECTION 302. Denominations.

The Securities of each series shall be issuable in such denominations as shall be specified as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable only in registered form without coupons and in denominations of $1,000 and any integral multiple thereof.

SECTION 303. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,

(1) if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 201, that such form has been established in conformity with the provisions of this Indenture;

(2) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 301, that such terms have been established in conformity with the provisions of this Indenture; and

(3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

SECTION 304. Temporary Securities.

Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.

If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.

SECTION 305. Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at the principal office of the Authenticating Agent a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Authenticating Agent is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.

Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amount.

At the option of the Holder, and subject to the other provisions of this Section 305, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

(1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.

(2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no

transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301.

(3) Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.

(4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 307. Payment of Interest; Interest Rights Preserved.

Except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.

Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the

proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each Holder of Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).

(2) The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 308. Persons Deemed Owners.

Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

None of the Company, the Trustee or any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, with respect to any Security in global form, nothing herein shall prevent the Company or Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Depositary (or its nominee), as a Holder, with respect to such Security in global form or impair, as between such Depositary and owners of beneficial interests in such Security in global form, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Security in global form.

SECTION 309. Cancellation.

All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of as directed by a Company Order.

SECTION 310. Computation of Interest.

Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 311. CUSIP Numbers.

The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such

redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP” numbers.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

(1) either

(A) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

(B) all such Securities not theretofore delivered to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity within one year, or

(iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and

(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.

SECTION 402. Application of Trust Money.

Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee.

ARTICLE FIVE

REMEDIES

SECTION 501. Events of Default.

(a) “Event of Default”, wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected

by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other

similar law or (B) a decree or order adjudging the Company bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a receiver or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or

(2) the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a receiver or similar official of the Company or of any substantial part of its property or the taking of corporate action by the Company in furtherance of any such action; or

(3) (A) the appointment by a competent government agency having primary regulatory authority over any Major Constituent Bank under any applicable Federal or State banking, insolvency or similar law now or hereafter in effect of a receiver, conservator or other similar official of any such Major Constituent Bank or of any substantial part of such entity’s property or (B) the entry of a decree or order in any case or proceeding under any applicable Federal or State banking, insolvency or other similar law now or hereafter in effect adjudging any Major Constituent Bank insolvent or bankrupt, or appointing any receiver, conservator or other similar official of any Major Constituent Bank or of any substantial part of such entity’s property, or ordering the winding up or liquidation of such entity’s affairs; or

(4) (A) the filing by any Major Constituent Bank with any competent government agency having primary regulatory authority over any such Major Constituent Bank of a notice of voluntary liquidation or other similar action under any applicable Federal or State banking, insolvency or other similar law now or hereafter in effect or (B) the commencement by any Major Constituent Bank of any case or proceeding under any applicable Federal or State banking, insolvency or other similar law now or hereafter in effect to be adjudicated insolvent or bankrupt or seeking the appointment of a receiver, conservator or other similar official of any such Major Constituent Bank or of any substantial part of such entity’s property or the consent by any Major Constituent Bank to the entry of a decree or order in any case or proceeding under the Federal or State banking, insolvency or other similar laws adjudging any such Major Constituent Bank insolvent or bankrupt, or appointing any receiver, conservator or other similar official of any Major Constituent Bank or of any substantial part of such entity’s property, or ordering the winding up or liquidation of their respective affairs, or the taking of any corporate action by any such Major Constituent Bank in furtherance of such action.

(b) “Default”, wherever used herein, means any one of the following events (whatever the reason for such Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation or any administrative or governmental body):

(i) an Event of Default specified in Section 501(a); or

(ii) default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or

(iii) default in the payment of the principal of any Security of that series at its Maturity; or

(iv) default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or

(v) default in the performance, or breach of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(vi) any other Default provided with respect to Securities of that series.

SECTION 502. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal shall become immediately due and payable.

At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if

(1) the Company has paid or deposited with the Trustee a sum sufficient to pay

(A) all overdue interest on all Securities of that series,

(B) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities,

(C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and

(D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;

and

(2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if

(1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or

(2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Security and collect the monies adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Security, wherever situated.

If a Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any

covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 504. Trustee May File Proofs of Claim.

In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.

No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

SECTION 505. Trustee May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

SECTION 506. Application of Money Collected.

Subject to Article Fourteen, any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section 607; and

SECOND: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium and interest, respectively.

SECTION 507. Limitation on Suits.

No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(1) such Holder has previously given written notice to the Trustee of a continuing Default with respect to the Securities of that series;

(2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest.

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

SECTION 509. Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

SECTION 510. Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 511. Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Default shall impair any such right or remedy or constitute a waiver of any such Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 512. Control by Holders.

The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that

(1) such direction shall not be in conflict with any rule of law or with this Indenture or expose the Trustee to personal liability, and

(2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

SECTION 513. Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default

(1) in the payment of the principal of (or premium, if any) or interest on any Security of such series, or

(2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

Upon any such waiver, such default shall cease to exist, and any Event of Default or Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

SECTION 514. Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company.

SECTION 515. Waiver of Usury, Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE SIX

THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.

Except as otherwise provided, the duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.

The Trustee shall, prior to the occurrence of a Default or Event of Default of which the Trustee is deemed to have knowledge, and after the curing of all Defaults or Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture or any other related document against the Trustee. The right of the Trustee to perform any discretionary act enumerated or contemplated in this Indenture or other related documents shall not be construed as a duty.

The Trustee shall, during the existence of any Default or Event of Default which it is deemed to have knowledge of and which has not been cured, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of the prudent person’s own affairs.

The Trustee shall not be liable for any error of judgment made in good faith by any Responsible Officer of the Trustee unless the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Securities Outstanding of the affected series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or the exercise of any trust or power conferred upon the Trustee, under this Indenture. Notwithstanding the foregoing, no provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct.

Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

SECTION 602. Notice of Defaults.

The Trustee shall give the Holders notice of any default hereunder as and to the extent provided by the Trust Indenture Act; provided, however , that in the case of any default of the character specified in Section 501(b)(ii) and Section 501(b)(v), no such notice to Holders shall be given until at least 30 days or 60 days, respectively, after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, a Default.

The Trustee shall not be charged with knowledge of any Default or Event of Default under this Indenture or related documents unless (i) a Responsible Officer of the Trustee shall have actual knowledge of such Default or Event of Default or (ii) the Trustee shall have received notice in writing of such Default or Event of Default by the Company or by the Holders of at least 25% in aggregate principal amount of the Securities then Outstanding of the affected series.

SECTION 603. Certain Rights of Trustee.

Subject to the provisions of Section 601:

(1) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may request and, in the absence of bad faith on its part, rely upon an Officers’ Certificate;

(4) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(6) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; and

(7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

SECTION 604. Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity, sufficiency or priority of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.

SECTION 605. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.

SECTION 606. Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

SECTION 607. Compensation and Reimbursement.

The Company agrees

(1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct;

(3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder; and

(4) whether or not herein expressly provided, every provision of this Indenture and of other related documents relating to the rights, privileges, protections, immunities and benefits given to the Trustee hereunder, including without limitation its right to be indemnified, shall (a) be subject to this Article, (b) apply to and be enforceable by, the Trustee in each of its capacities hereunder, including without limitation its capacity as Paying Agent and Security Registrar and (c) extend to directors, officers and employees of the Trustee.

SECTION 608. Conflicting Interests.

If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series or a trustee under the Indenture, dated as of October 25, 2001, with respect to the Company’s $200,000,000 Fixed/Floating Rate Subordinated Notes due October 15, 2011; the Indenture, dated as of May 24, 2001, with respect to Zions Financial Corp.’s $200,000,000 Fixed/Floating Rate Guaranteed Notes due May 15, 2011; or the Indenture, dated as of December 26, 1996, and the Capital Securities Guarantee Agreement, dated as of December 26, 1996, relating to Zions Institutional Capital Trust A’s $200,000,000 8.536% Series A Capital Securities.

SECTION 609. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has (or in the case of a corporation included in a bank holding company system, the related holding company has) a combined capital and surplus of at least $50,000,000 and a corporate trust office in either the Borough of Manhattan, City of New York or San Francisco, California. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its said supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

SECTION 610. Resignation and Removal; Appointment of Successor.

No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611.

The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance

by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company.

If at any time:

(1) the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or

(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (A) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.

If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

SECTION 611. Acceptance of Appointment by Successor.

In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

SECTION 612. Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, by sale or otherwise, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

SECTION 613. Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

SECTION 614. Appointment of Authenticating Agent.

The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such

Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, by sale or otherwise, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607.

If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:
	J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
	As Trustee
		By	,
			As Authenticating Agent
		By
			Authorized Officer

ARTICLE SEVEN

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.

The Company will furnish or cause to be furnished to the Trustee

(1) not more than 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of such Regular Record Date, and

(2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in the capacity as Security Registrar, to the extent the Trustee is duly appointed to act as such.

SECTION 702. Preservation of Information; Communications to Holders.

The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.

The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.

Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

SECTION 703. Reports by Trustee.

The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.

A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange.

SECTION 704. Reports by Company.

The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission.

ARTICLE EIGHT

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless:

(1) in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, partnership, limited liability company or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed;

(2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default or Default, and no event which, after notice or lapse of time or both, would become an Event of Default or Default, shall have happened and be continuing; and

(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

SECTION 802. Successor Substituted.

Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders.

Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or

(2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or

(3) to add any additional Defaults or Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Defaults or Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Defaults or Events of Default are expressly being included solely for the benefit of such series); or

(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or

(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or

(6) to secure the Securities; or

(7) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or

(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or

(9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (9) shall not adversely affect the interests of the Holders of Securities of any series in any material respect.

Notwithstanding any provision in this Indenture or otherwise, the rights of creditors in respect of General Obligations under this Indenture and otherwise in respect of the Securities may, at any time and from time to time, be reduced or eliminated by a supplemental indenture entered into by the Company and the Trustee, which supplemental indenture will not require the consent of the Holders of Securities or any creditor in respect of General Obligations.

SECTION 902. Supplemental Indentures With Consent of Holders.

With the consent of the Holders of not less than 66(2) ^/ (3)% in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,

(1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon (or premium, if any) payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or

(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or

(3) modify any of the provisions of this Section, Section 513 or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1008, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8).

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

SECTION 903. Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

SECTION 904. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 905. Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.

SECTION 906. Reference in Securities to Supplemental Indentures.

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

SECTION 907. Subordination Impaired.

(a) No provision in any supplemental indenture that affects the superior position of the holders of Senior Indebtedness shall be effective against any holder of Senior Indebtedness, unless such holder shall have consented thereto.

(b) Notwithstanding any provision in this Indenture or otherwise, the rights of creditors in respect of General Obligations under this Indenture and otherwise in respect of the Securities may, at any time and from time to time, be reduced or eliminated by a supplemental indenture entered into by the Company and the Trustee, which supplemental indenture will not require the consent of the Holders of Securities or any creditor in respect of General Obligations.

ARTICLE TEN

COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of (and premium, if any) and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.

SECTION 1002. Maintenance of Office or Agency.

The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be

made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however , that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

SECTION 1003. Money for Securities Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Security of that series and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged

from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however , that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 1004. Statement by Officers as to Default.

The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

SECTION 1005. Existence.

Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory), as applicable, and franchises, and the existence, rights (charter and statutory) and franchises of any Major Constituent Bank; provided, however , that the Company shall not be required to

preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders.

SECTION 1006. Company Statement as to Compliance.

The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement, which need not comply with Section 102, signed by the Chairman of the Board, a Vice Chairman, the President or a Vice President and by the Treasurer or an Assistant Treasurer of the Company, stating, as to each signer thereof, that

(1) a review of the activities of the Company during such year and of performance under this Indenture has been made under his supervision, and

(2) to the best of his knowledge, based on such review, (a) the Company has fulfilled all its obligations under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him and the nature and status thereof, and (b) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an Event of Default under Section 501, or a Default under Section 501 or, if such event has occurred and is continuing, specifying such event known to him and the nature and status thereof.

SECTION 1007. Payment of Taxes and Other Claims.

The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.

SECTION 1008. Waiver of Certain Covenants.

Except as otherwise specified as contemplated by Section 301 for Securities of such series, the Company, with respect to the Securities of any series, may omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such series or in any of Sections 1005 to 1007, inclusive, if before the time for such compliance the Holders of at least 66 2/3% in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

SECTION 1009. Calculation of Original Issue Discount.

If any Original Issue Discount Securities are outstanding, the Company shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.

ARTICLE ELEVEN

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article.

Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for such Securities) in accordance with this Article.

SECTION 1102. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and,

if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction.

SECTION 1103. Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.

The Trustee shall promptly notify the Company and each Securities Registrar in writing of the Securities selected for redemption and, in case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

SECTION 1104. Notice of Redemption.

Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price,

(3) if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed,

(4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date,

(5) the place or places where each such Security is to be surrendered for payment of the Redemption Price, and

(6) that the redemption is for a sinking fund, if such is the case.

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

SECTION 1105. Deposit of Redemption Price.

Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date.

SECTION 1106. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise

specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.

SECTION 1107. Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

ARTICLE TWELVE

SINKING FUNDS

SECTION 1201. Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 301 for such Securities.

The minimum amount of any sinking fund payment provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional sinking fund payment”. If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities as provided for by the terms of such Securities.

SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.

The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been

previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

SECTION 1203. Redemption of Securities for Sinking Fund.

Not less than 90 days (or such shorter period as shall be satisfactory to the Trustee) prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 60 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107.

ARTICLE THIRTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301. Company’s Option to Effect Defeasance or Covenant Defeasance.

The Company may elect, at its option at any time, to have Section 1302 or Section 1303 applied to any Securities or any series of Securities, as the case may be, designated pursuant to Section 301 as being defeasible pursuant to such Section 1302 or 1303, in accordance with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities.

SECTION 1302. Defeasance and Discharge.

Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations, and the provisions of Article Fourteen shall cease to be effective, with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust

fund described in Section 1304 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when payments are due, (2) the Company’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1303 applied to such Securities.

SECTION 1303. Covenant Defeasance.

Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, (1) the Company shall be released from its obligations under Sections 1005 to 1007 inclusive, and any covenants provided pursuant to Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such Securities, (2) the occurrence of any event specified in Sections 501(b)(v) (with respect to any of Sections 1005 to 1007 inclusive and any such covenants provided pursuant to Section 301(18), 901(2) or 901(7)) and 501(b)(vi) shall be deemed not to be or result in a Default and (3) the provisions of Article Fourteen shall cease to be effective, in each case with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 501(b)(v)) or Article Fourteen, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.

SECTION 1304. Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to the application of Section 1302 or Section 1303 to any Securities or any series of Securities, as the case may be:

(1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the

terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.

(2) In the event of an election to have Section 1302 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.

(3) In the event of an election to have Section 1303 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.

(4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.

(5) No event which is, or after notice or lapse of time or both would become, a Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 501(a)(1), (a)(2), (a)(3) and (a)(4), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).

(6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act).

(7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound.

(8) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder.

(9) No event or condition shall exist that, pursuant to the provisions of Article Fourteen, would prevent the Company from making payments of the principal of (and any premium) or interest on the Securities of such series on the date of such deposit or at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).

(10) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

SECTION 1305. Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 1304 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in

respect of principal (and premium, if any) and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. Money and U.S. Government Obligations so held in trust shall not be subject to the provisions of Article Fourteen, provided that the applicable conditions of Section 1304 have been satisfied.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.

Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S.

Government Obligations held by it as provided in Section 1304 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.

SECTION 1306. Reinstatement.

If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to Section 1302 or 1303 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1305 with respect to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.

ARTICLE FOURTEEN

SUBORDINATION OF SECURITIES

SECTION 1401. Securities Subordinate to Senior Indebtedness.

The Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article, the indebtedness represented by the Securities and the payment of the principal of (and premium, if any) and interest on each and all of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness.

Notwithstanding the foregoing, if a deposit referred to in Section 1304(1) is made pursuant to Section 1302 or Section 1303 with respect to any Securities (and provided all other conditions set out in Section 1302 or 1303, as applicable, shall have been satisfied with respect to such Securities), then, following the 90th day after such deposit, no money or U.S. Government Obligations so deposited, and no proceeds thereon, will be subject to any rights of holders of Senior Indebtedness, including any such rights arising under this Article Fourteen.

SECTION 1402. Payment Over of Proceeds Upon Dissolution, Etc.

In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any

assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment, before the Holders of the Securities are entitled to receive any payment on account of principal of or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event.

Upon the occurrence of any of the events described in clauses (a), (b) or (c) of the immediately preceding paragraph, in the event that notwithstanding the foregoing provisions of this Section the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or

securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness.

The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the respective conditions set forth in Article Nine.

SECTION 1403. Prior Payment to Senior Indebtedness Upon Acceleration of Securities.

In the event that any Securities are declared due and payable before their Stated Maturity, then and in such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness or provision shall be made for such payment in cash, before the Holders of the Securities are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) by the Company on account of the principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided , however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section 1202 Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration.

In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company.

The provisions of this Section shall not apply to any payment with respect to which Section 1402 would be applicable.

SECTION 1404. No Payment When Senior Indebtedness in Default.

In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or, in the event any judicial proceeding shall be pending with respect to any such default, then no payment shall be made by the Company on account of principal of or interest on the Securities or on account of the purchase or other acquisition of Securities.

In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company.

The provisions of this Section shall not apply to any payment with respect to which Section 1402 would be applicable.

SECTION 1405. Payment Permitted If No Default.

Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities of any series shall prevent (a) the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshaling of assets and liabilities of the Company referred to in Section 1402 or under the conditions described in Section 1403 or 1404, from making payments at any time of principal of or interest on the Securities, or (b) the application by the Trustee of any money deposited with it hereunder to the payment of or on account of the principal of (and premium, if any) or interest on the Securities of any series or the retention of such payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge that such payment would have been prohibited by the provisions of this Article.

SECTION 1406. Subrogation to Rights of Holders of Senior Indebtedness.

Subject to the payment in full of all Senior Indebtedness, the Holders of the Securities shall be subrogated (equally and ratably with the holders of all indebtedness of

the Company which by its express terms is subordinated to indebtedness of the Company to substantially the same extent as the Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of and interest on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

SECTION 1407. Provisions Solely to Define Relative Rights.

The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness (and, in the case of Section 1415, the creditors of General Obligations) on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the obligation of the Company, which is absolute and unconditional and which, subject to the rights under this Article of the holders of Senior Indebtedness (and the rights under Section 1415 of creditors in respect of General Obligations), is intended to rank equally with all other General Obligations of the Company, to pay to the Holders of the Securities the principal of and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, (and under Section 1415 of creditors in respect of General Obligations) under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

SECTION 1408. Trustee to Effectuate Subordination.

Each Holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes.

SECTION 1409. No Waiver of Subordination Provisions.

No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any non-compliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with.

Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any Person liable in any manner for the collection of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company and any other Person.

SECTION 1410. Notice to Trustee.

The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however , that if the Trustee shall not have received the notice provided for in this Section at least five Business Days prior to the date upon which by the terms hereof any money may become payable

for any purpose, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within five Business Days prior to such date.

Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness or a trustee therefor (or a creditor in respect of General Obligations) to establish that such notice has been given by a holder of Senior Indebtedness or a trustee therefor (or a creditor in respect of General Obligations). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness (or a creditor in respect of General Obligations) to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness (or General Obligations) held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

SECTION 1411. Reliance on Judicial Order or Certificate of Liquidating Agent.

Upon any payment or distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Section 601, and the Holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Company (and the creditors in respect of General Obligations), the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article.

SECTION 1412. Trustee Not Fiduciary for Holders of Senior Indebtedness (or Creditors in Respect of General Obligations).

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness (or creditors in respect of General Obligations) and shall not be liable to any such holders (or creditors in respect of General Obligations) if it shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other Person cash, property or securities to which any holders of Senior Indebtedness (or creditors in respect of General Obligations) shall be entitled by virtue of this Article or otherwise.

SECTION 1413. Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights.

The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness which may at any time be held by it (or with respect to any General Obligations owed to the Trustee as a creditor), to the same extent as any other holder of Senior Indebtedness (or creditors in respect of General Obligations as the case may be), and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.

Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607.

SECTION 1414. Article Applicable to Paying Agents.

In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee; provided, however , that Section 1413 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

SECTION 1415. Payment of Proceeds in Certain Cases.

(a) Upon the occurrence of any of the events specified in clauses (a), (b) and (c) of the first paragraph of Section 1402, the provisions of that Section shall be given effect to determine the amount of cash, property or securities which may be payable or deliverable as between the holders of Senior Indebtedness, on the one hand, and the Holders of Securities, on the other hand.

(b) If, after giving effect to the provisions of Section 1402 and Section 1406, any amount of cash, property or securities of the Company shall be available for payment or distribution in respect of the Securities (“Excess Proceeds”), and any creditors in respect of General Obligations shall not have received payment in full of all amounts due or to become due on or in respect of such General Obligations, then such Excess Proceeds shall first be applied (ratably with any amount of cash, property or securities available for payment or distribution in respect of any other indebtedness of the Company that by its

express terms provides for the payment over of amounts corresponding to Excess Proceeds to creditors in respect of General Obligations) to pay or provide for the payment of the General Obligations remaining unpaid, to the extent necessary to pay all General Obligations in full, after giving effect to any concurrent payment or distribution to or for creditors in respect of General Obligations. Any Excess Proceeds remaining after the payment (or provision for payment) in full of all General Obligations shall be available for payment or distribution in respect of the Securities.

(c) In the event that, notwithstanding the foregoing provisions of subsection (b) of this Section, the Trustee or Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all General Obligations are paid in full or payment thereof duly provided for, and if such fact shall, at or prior to the time of such payment or distribution have been made known to the Trustee or, as the case may be, such Holder, then and in such event, subject to any obligation that the Trustee or such Holder may have pursuant to Section 1402, such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for payment in accordance with subsection (b).

(d) Subject to the payment in full of all General Obligations, the Holders of the Securities shall be subrogated (equally and ratably with the holders of all indebtedness of the Company that by its express terms provides for the payment over of amounts corresponding to Excess Proceeds to creditors in respect of General Obligations and is entitled to like rights of subrogation) to the rights of the creditors in respect of General Obligations to receive payments and distributions of cash, property and securities applicable to the General Obligations until the principal of and interest on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to creditors in respect of General Obligations of any cash, property or securities to which Holders of the Securities or the Trustee would be entitled except for the provisions of this Section, and no payments over pursuant to the provisions of this Section to creditors in respect of General Obligations by Holders of Securities or the Trustee, shall, as among the Company, its creditors other than creditors in respect of General Obligations and the Holders of Securities be deemed to be a payment or distribution by the Company to or on account of the General Obligations.

(e) The provisions of subsections (b), (c) and (d) of this Section are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the creditors in respect of General Obligations, on the other hand, after giving effect to the rights of the holders of Senior Indebtedness, as provided in this Article. Nothing contained in subsections (b), (c) and (d) of this Section is intended to or shall affect the relative rights against the Company of the Holders of the Securities and (1) the holders of Senior Indebtedness or (2) other creditors of the Company other than creditors in respect of General Obligations.

SECTION 1416. Automatic Termination.

Upon the occurrence of a Termination Event, the Company will promptly notify the Trustee and the following provisions of this Indenture shall immediately and automatically terminate, be null and void ab initio and have no further effect: the definitions of “Claim”, “Excess Proceeds” and “General Obligations”; subsection (d) of Section 111; the sixth paragraph of Section 203; the last paragraph of Section 901; subsection (b) of Section 907; all language in each parenthetical containing the words “General Obligations” in Sections 1407, 1410, 1411, 1412 and 1413; and Section 1415. The Trustee shall have the right at any time to request that the Company supply it with an Opinion of Counsel as to whether a Termination Event shall have occurred.

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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

ZIONS BANCORPORATION
By	/s/ Doyle L. Arnold
	Name: Doyle L. Arnold
	Title: Executive Vice President

J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

By	/s/ James L. Nagy
	Authorized Officer

EX-4.3

EXHIBIT 4.3

ZIONS BANCORPORATION

to

J. P. MORGAN TRUST COMPANY, N.A.,

as Trustee

JUNIOR SUBORDINATED INDENTURE

Dated as of August 21, 2002

ZIONS BANCORPORATION

Reconciliation and tie between the Trust Indenture Act of 1939 (including cross-references to provisions of Sections 310 to and including 317 which, pursuant to Section 318(c) of the Trust Indenture Act of 1939, as amended by the Trust Reform Act of 1990, are a part of and govern the Indenture whether or not physically contained therein) and the Junior Subordinated Indenture, dated as of August 21, 2002.

Trust Indenture Act Section		Indenture Section
§310	(a) (1), (2) and (5)	6.9
	(a) (3)	Not Applicable
	(a) (4).	Not Applicable
	(b).	6.8
		6.10
	(c)	Not Applicable
§311	(a)	6.13
	(b)	6.13
	(b) (2)	7.3(a)(2)
§312	(a).	7.1
		7.2(a)
	(b)	7.2(b)
	(c)	7.2(c)
§313	(a)	7.3(a)
	(b)	7.3(b)
	(c)	7.3(a), 7.3(b)
	(d)	7.3(c)
§314	(a) (1), (2) and (3)	7.4
	(a) (4)	10.4
	(b)	Not Applicable
	(c) (1)	1.2
	(c) (2)	1.2

	(c) (3)	Not Applicable
	(d)	Not Applicable
	(e)	1.2
	(f)	Not Applicable
§315	(a)	6.1(a)
	(b)	6.2
		7.3(a)
	(c)	6.1(b)
	(d)	6.1(c)
	(d) (1)	6.1(a) (1)
	(d) (2)	6.1(c) (2)
	(d) (3)	6.1(c) (3)
	(e)	5.14
§316	(a)	1.1
	(a) (1) (A)	5.12
	(a) (1) (B)	5.13
	(a) (2)	Not Applicable
	(b)	5.8
	(c)	1.4(f)
§317	(a) (1)	5.3
	(a) (2)	5.4
	(b)	10.3
§ 318	(a)	1.7

Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Junior Subordinated Indenture.

TABLE OF CONTENTS

		Page
	ARTICLE I
	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.1.	Definitions	1
Section 1.2.	Compliance Certificate and Opinions	9
Section 1.3.	Forms of Documents Delivered to Trustee	10
Section 1.4.	Acts of Holders	10
Section 1.5.	Notices, Etc. to Trustee and Corporation	12
Section 1.6.	Notice to Holders; Waiver	12

Section 1.7.	Conflict with Trust Indenture Act	13
Section 1.8.	Effect of Headings and Table of Contents	13
Section 1.9.	Successors and Assigns	13
Section 1.10.	Separability Clause	13
Section 1.11.	Benefits of Indenture	13
Section 1.12.	Governing Law	13
Section 1.13.	Non-Business Days	13
	ARTICLE II
	SECURITY FORMS
Section 2.1.	Forms Generally	14
Section 2.2.	Form of Face of Security	14
Section 2.3.	Form of Reverse of Security	17
Section 2.4.	Additional Provisions Required in Global Security	19
Section 2.5.	Form of Trustee’s Certificate of Authentication	20
	ARTICLE III
	THE SECURITIES
Section 3.1.	Title and Terms	20
Section 3.2.	Denominations	23
Section 3.3.	Execution, Authentication, Delivery and Dating	23
Section 3.4.	Temporary Securities	24
Section 3.5.	Global Securities	24
Section 3.6.	Registration, Transfer and Exchange Generally	26
Section 3.7.	Mutilated, Destroyed, Lost and Stolen Securities	26
Section 3.8.	Payment of Interest and Additional Interest; Interest Rights Preserved	27
Section 3.9.	Persons Deemed Owners	28
Section 3.10.	Cancellation	29
Section 3.11.	Computation of Interest	29
Section 3.12.	Deferrals of Interest Payment Dates	29
Section 3.13.	Right of Set-Off	30
Section 3.14.	Agreed Tax Treatment	30
Section 3.15.	Shortening or Extension of Stated Maturity	30
Section 3.16.	CUSIP Numbers	31

i

		Page
	ARTICLE IV
	SATISFACTION AND DISCHARGE
Section 4.1.	Satisfaction and Discharge of Indenture	31
Section 4.2.	Application of Trust Money	32
	ARTICLE V
	REMEDIES
Section 5.1.	Events of Default	33
Section 5.2.	Acceleration of Maturity; Rescission and Annulment	33
Section 5.3.	Collection of Indebtedness and Suits for Enforcement by Trustee	35
Section 5.4.	Trustee May File Proofs of Claim	35
Section 5.5.	Trustee May Enforce Claim Without Possession of Securities	36
Section 5.6.	Application of Money Collected	36
Section 5.7.	Limitation on Suits	36
Section 5.8.	Unconditional Right of Holders to Receive Principal, Premium and Interest; Direct Action by Holders of Preferred Securities	37
Section 5.9.	Restoration of Rights and Remedies	37
Section 5.10.	Rights and Remedies Cumulative	38
Section 5.11.	Delay or Omission Not Waiver	38
Section 5.12.	Control by Holders	38
Section 5.13.	Waiver of Past Defaults	38
Section 5.14.	Undertaking for Costs	39
Section 5.15.	Waiver of Usury, Stay or Extension Laws	39
	ARTICLE VI
	THE TRUSTEE
Section 6.1.	Certain Duties and Responsibilities	40
Section 6.2.	Notice of Defaults	40
Section 6.3.	Certain Rights of Trustee	41
Section 6.4.	Not Responsible for Recitals or Issuance of Securities	42
Section 6.5.	May Hold Securities	42
Section 6.6.	Money Held in Trust	42
Section 6.7.	Compensation and Reimbursement	42
Section 6.8.	Disqualification; Conflicting Interests	43
Section 6.9.	Corporate Trustee Required; Eligibility	43
Section 6.10.	Resignation and Removal; Appointment of Successor	43

Section 6.11.	Acceptance of Appointment by Successor	45
Section 6.12.	Merger, Conversion, Consolidation or Succession to Business	45
Section 6.13.	Preferential Collection of Claims Against Corporation	46
Section 6.14.	Appointment of Authenticating Agent	46

ii

		Page
	ARTICLE VII
	HOLDER’S LISTS AND REPORTS BY TRUSTEE AND CORPORATION
Section 7.1.	Corporation to Furnish Trustee Names and Addresses of Holders	47
Section 7.2.	Preservation of Information, Communications to Holders	48
Section 7.3.	Reports by Trustee	48
Section 7.4.	Reports by Corporation	48
	ARTICLE VIII
	CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
Section 8.1.	Corporation May Consolidate, Etc., Only on Certain Terms	49
Section 8.2.	Successor Corporation Substituted	49
Section 8.3.	Opinion of Counsel to be Given to the Trustee	50
	ARTICLE IX
	SUPPLEMENTAL INDENTURES
Section 9.1.	Supplemental Indentures without Consent of Holders	50
Section 9.2.	Supplemental Indentures with Consent of Holders	51
Section 9.3.	Execution of Supplemental Indentures	52
Section 9.4.	Effect of Supplemental Indentures	52
Section 9.5.	Conformity with Trust Indenture Act	52
Section 9.6.	Reference in Securities to Supplemental Indentures	52
Section 9.7.	Notice of Supplemental Indentures	53
	ARTICLE X
	COVENANTS
Section 10.1.	Payment of Principal, Premium and Interest	53
Section 10.2.	Maintenance of Office or Agency	53

Section 10.3.	Money for Security Payments to be Held in Trust	53
Section 10.4.	Statement as to Compliance	55
Section 10.5.	Waiver of Certain Covenants	55
Section 10.6.	Additional Sums	55
Section 10.7.	Additional Covenants	55
Section 10.8.	Original Issue Discount	56

iii

		Page
	ARTICLE XI
	REDEMPTION OF SECURITIES
Section 11.1.	Applicability of This Article	57
Section 11.2.	Election to Redeem; Notice to Trustee	57
Section 11.3.	Selection of Securities to be Redeemed	57
Section 11.4.	Notice of Redemption	58
Section 11.5.	Deposit of Redemption Price	58
Section 11.6.	Payment of Securities Called for Redemption	59
Section 11.7.	Right of Redemption of Securities Initially Issued to an Issuer Trust	59
	ARTICLE XII
	SINKING FUNDS
Section 12.1.	Applicability of Article	60
Section 12.2.	Satisfaction of Sinking Fund Payments with Securities	60
Section 12.3.	Redemption of Securities for Sinking Fund	60
	ARTICLE XIII
	SUBORDINATION OF SECURITIES
Section 13.1.	Securities Subordinate to Senior Indebtedness	61
Section 13.2.	No Payment When Senior Indebtedness in Default; Payment Over of Proceeds Upon Dissolution, Etc.	62
Section 13.3.	Payment Permitted If No Default	63
Section 13.4.	Subrogation to Rights of Holders of Senior Indebtedness	63
Section 13.5.	Provisions Solely to Define Relative Rights	64
Section 13.6.	Trustee to Effectuate Subordination	64
Section 13.7.	No Waiver of Subordination Provisions	64
Section 13.8.	Notice to Trustee	65
Section 13.9.	Reliance on Judicial Order or Certificate of Liquidating Agent	65
Section 13.10.	Trustee Not Fiduciary for Holders of Senior Indebtedness	65
Section 13.11.	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights	66
Section 13.12.	Article Applicable to Paying Agents	66
Section 13.13.	Certain Conversion or Exchanges Deemed Payment	66

iv

This JUNIOR SUBORDINATED INDENTURE, dated as of August 21, 2002, between ZIONS BANCORPORATION, a Utah corporation (the “Corporation” ), having its principal office at One South Main Street, Suite 1134, Salt Lake City, Utah 84111, and J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee (the “Trustee” ).

RECITALS OF THE CORPORATION

WHEREAS, the Corporation has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured junior subordinated debt securities in one or more series (the “Securities” ) of

substantially the tenor hereinafter provided, including Securities issued to evidence loans made to the Corporation of the proceeds from the issuance from time to time by one or more business trusts (each an “Issuer Trust” ) of undivided preferred beneficial interests in the assets of such Issuer Trusts (the “Preferred Securities” ) and undivided common beneficial interests in the assets of such Issuer Trusts (the “ Common Securities “ and, collectively with the Preferred Securities, the “Trust Securities” ), and to provide the terms and conditions upon which the Securities are to be authenticated, issued and delivered; and

WHEREAS, all things necessary to make the Securities, when executed by the Corporation and authenticated and delivered hereunder and duly issued by the Corporation, the valid obligations of the Corporation, and to make this Indenture a valid agreement of the Corporation, in accordance with its terms, have been done;

NOW THEREFORE, THIS INDENTURE WITNESSETH: for and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of any series thereof, as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1. Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1) The terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

(2) All other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3) The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(4) All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles which are generally accepted at the date or time of such computation; provided that when two or more principles are so generally accepted, it shall mean that set of principles consistent with those in use by the Corporation;

(5) Whenever the context may require, any gender shall be deemed to include the other;

(6) Unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Indenture; and

(7) The words “hereby”, “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

“Act” when used with respect to any Holder has the meaning specified in Section 1.4.

“Additional Interest” means the interest, if any, that shall accrue on any interest on the Securities of any series the payment of which has not been made on the applicable Interest Payment Date and which shall accrue at the rate per annum specified or determined as specified in such Security.

“Additional Sums” has the meaning specified in Section 10.6.

“Additional Taxes” means any additional taxes, duties and other governmental charges to which an Issuer Trust has become subject from time to time as a result of a Tax Event.

“Administrative Trustees” means, in respect of any Issuer Trust, each Person identified as an “Administrative Trustee” in the related Trust Agreement, solely in such Person’s capacity as Administrative Trustee of such Issuer Trust under such Trust Agreement and not in such Person’s individual capacity, or any successor administrative trustee appointed as therein provided.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether

through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent Member” means any member of, or participant in, the Depositary.

“Allocable Amounts,” when used with respect to any Senior Subordinated Debt, means the amount necessary to pay all principal (and premium, if any) and interest, if any, on such Senior Subordinated Debt in full less, if applicable, any portion of such amount which would have been paid to, and retained by, the holders of such Senior Subordinated Debt (whether as a result of the receipt of payments by the holders of such Senior Subordinated Debt from the Company or any other obligor thereon or from any holders of, or trustee in respect of, other indebtedness that is subordinate and junior in right of payment to such Senior Subordinated Debt pursuant to any provision of such indebtedness for the payment over of amounts received on account of such indebtedness to the holders of such Senior Subordinated Debt) but for the fact that such Senior Subordinated Debt is subordinate or junior in right of payment to trade accounts payable or accrued liabilities arising in the ordinary course of business.

“Applicable Procedures” means, with respect to any transfer or transaction involving a Global Security or beneficial interest therein, the rules and procedures of the Depositary for such Security, in each case to the extent applicable to such transaction and as in effect from time to time.

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities of one or more series.

“Bankruptcy Code” means Title 11 of the United States Code or any successor statute thereto, in each case as amended from time to time.

“Board of Directors” means the board of directors of the Corporation or the Executive Committee of the board of directors of the Corporation (or any other committee of the board of directors of the Corporation performing similar functions) or a committee designated by the board of directors of the Corporation (or such committee), comprised of two or more members of the board of directors of the Corporation or officers of the Corporation, or both.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Corporation to have been duly adopted by the Board of Directors, or officers of the Corporation to which authority to act on behalf of the Board of Directors has been delegated, and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day” means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in Salt Lake City, Utah, San Francisco, California or The City of New York are authorized or required by law or executive order to close, or (iii) a day on which the Corporate Trust Office of the Trustee, or, with respect to the Securities of a series initially issued to an Issuer Trust for so long as such Securities are held by such Issuer Trust, the “Corporate Trust Office” (as defined in the related Trust Agreement) of the Property Trustee under the related Trust Agreement, is closed for business.

“Capital Treatment Event” means, in respect of any Issuer Trust, the reasonable determination by the Corporation (as evidenced by an Officers’ Certificate delivered to the Trustee) that, as a result of the occurrence of any amendment to, or change (including any announced prospective change) in, the laws (or any rules or regulations thereunder) of the United States or any political subdivision thereof or therein, or as a result of any official or administrative pronouncement or action or judicial decision interpreting or applying such laws, rules or regulations, which amendment or change is effective or such pronouncement, action or decision is announced on or after the date of the issuance of the Preferred Securities of such Issuer Trust, there is more than an insubstantial risk that the Corporation will not be entitled to treat an amount equal to the aggregate Liquidation Amount (as such term is defined in the related Trust Agreement) of such Preferred Securities as “Tier 1 Capital” (or the then equivalent thereof) for purposes of the capital adequacy guidelines of the Board of Governors of the Federal Reserve System, as then in effect and applicable to the Corporation.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties on such date.

“Common Securities” has the meaning specified in the first recital of this Indenture.

“Common Stock” means the common stock, without par value, of the Corporation.

“Corporate Trust Office” means the principal office of the Trustee at which at any particular time its corporate trust business shall be administered.

“corporation” includes a corporation, association, company, limited liability company, joint-stock company or business trust.

“Corporation” means the Person named as the “Corporation” in the first paragraph of this Indenture until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Corporation” shall mean such successor corporation.

“Corporation Request” and “Corporation Order” mean, respectively, the written request or order signed in the name of the Corporation by its Chairman of the Board of Directors, its Vice Chairman of the Board of Directors, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.

“Debt” means, with respect to any Person, whether recourse is to all or a portion of the assets of such Person and whether or not contingent and without duplication, (i) every obligation of such Person for money borrowed; (ii) every obligation of such Person evidenced by bonds, debentures, notes or other similar instruments, including obligations incurred in connection with the acquisition of property, assets or businesses; (iii) every reimbursement obligation of such Person with respect to letters of credit, bankers’ acceptances or similar facilities issued for the account of such Person; (iv) every obligation of such Person issued or assumed as the deferred purchase price of property or services (but excluding trade accounts payable or accrued liabilities arising in the ordinary course of business); (v) every capital lease obligation of such Person; (vi) all indebtedness of such Person, whether incurred on or prior to the date of this Indenture or thereafter incurred, for claims in respect of derivative products, including interest rate, foreign exchange rate and commodity forward contracts, options and swaps and similar arrangements; and (vii) every obligation of the type referred to in clauses (i) through (vi) of another Person and all dividends of another Person the payment of which, in either case, such Person has guaranteed or is responsible or liable for, directly or indirectly, as obligor or otherwise.

“Defaulted Interest” has the meaning specified in Section 3.8.

“Delaware Trustee” means, with respect to any Issuer Trust, the Person identified as the “Delaware Trustee” in the related Trust Agreement, solely in its capacity as Delaware Trustee of such Issuer Trust under such Trust Agreement and not in its individual capacity, or its successor in interest in such capacity, or any successor Delaware Trustee appointed as therein provided.

“Depositary” means, with respect to the Securities of any series issuable or issued in whole or in part in the form of one or more Global Securities, the Person designated as Depositary by the Corporation pursuant to Section 3.1 with respect to such series (or any successor thereto).

“Discount Security” means any security that provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2.

“Distributions” means, with respect to the Trust Securities issued by an Issuer Trust, amounts payable in respect of such Trust Securities as provided in the related Trust Agreement and referred to therein as “Distributions.”

“Dollar” or “$” means the currency of the United States of America that, as at the time of payment, is legal tender for the payment of public and private debts.

“Event of Default” , unless otherwise specified with respect to a series of Securities as contemplated by Section 3.1, has the meaning specified in Article V.

“Exchange Act” means the Securities Exchange Act of 1934 or any statute successor thereto, in each case as amended from time to time.

“Expiration Date” has the meaning specified in Section 1.4(f).

“Extension Period” has the meaning specified in Section 3.12.

“Global Security” means a Security in the form prescribed in Section 2.4 evidencing all or part of a series of Securities, issued to the Depositary or its nominee for such series, and registered in the name of such Depositary or its nominee.

“Guarantee” means, with respect to the Trust Securities issued by a Trust, the guarantee by the Corporation of Distributions on such Trust Securities to the extent provided in the Guarantee Agreement.

“Guarantee Agreement” means, with respect to any Issuer Trust, the Guarantee Agreement executed by the Corporation for the benefit of the Holders of the Preferred Securities issued by such Issuer Trust as modified, amended or supplemented from time to time.

“Holder” means a Person in whose name a Security is registered in the Securities Register.

“Indenture” means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of each particular series of Securities established as contemplated by Section 3.1.

“Interest Payment Date” means, as to each series of Securities, the Stated Maturity of an installment of interest on such Securities.

“Investment Company Act” means the Investment Company Act of 1940 or any successor statute thereto, in each case as amended from time to time.

“Issuer Trust” has the meaning specified in the first recital of this Indenture.

“ Junior Subordinated Debt “ means any obligation of the Corporation to its creditors, whether now outstanding or subsequently incurred, where the instrument creating or evidencing the obligation or pursuant to which the obligation is outstanding provides that it is subordinated and junior in right of payment to Senior Indebtedness pursuant to subordination provisions substantially similar to those set forth in this Indenture. Junior Subordinated Debt includes the Securities and the Corporation’s obligations with respect to Zions Institutional Capital Trust A’s 8.536% Capital Securities due December 15, 2026, GB Capital Trust’s 10.25% Capital Securities due January 15, 2027 and CSBI Capital Trust’s 11.75% Capital Securities due June 6, 2027.

“Maturity” when used with respect to any Security means the date on which the principal of such Security or any installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

“Notice of Default” means a written notice of the kind specified in Section 5.1(3).

“Officers’ Certificate” means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Corporation and delivered to the Trustee.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for or an employee of the Corporation or any Affiliate of the Corporation.

“Original Issue Date” means the date of issuance specified as such in each Security.

“Outstanding” means, when used in reference to any Securities, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(i) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

(ii) Securities for whose payment money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent in trust for the Holders of such Securities; and

(iii) Securities in substitution for or in lieu of which other Securities have been authenticated and delivered or that have been paid pursuant to Section 3.7, unless proof satisfactory to the Trustee is presented that any such Securities are held by Holders in whose hands such Securities are valid, binding and legal obligations of the Corporation;

provided , however , that in determining whether the Holders of the requisite principal amount of Outstanding Securities have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Securities owned by the Corporation or any other obligor upon the Securities or any Affiliate of the Corporation or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities that the Trustee knows to be so owned shall be so disregarded. Securities so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Corporation or any other obligor upon the Securities or any Affiliate of the Corporation or such other obligor. Upon the written request of the Trustee, the Corporation shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities, if any, known by the Corporation to be owned or held by or for the account of the Corporation, or any other obligor on the Securities or any Affiliate of the Corporation or such obligor, and subject to the provisions of Section 6.1, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are Outstanding for the purpose of any such determination. Notwithstanding anything herein to the contrary, Securities of any series initially issued to an Issuer Trust that are owned by such Issuer Trust shall be deemed to be Outstanding notwithstanding the ownership by the Corporation or an Affiliate of any beneficial interest in such Issuer Trust.

“Paying Agent” means the Trustee or any Person authorized by the Corporation to pay the principal of (or premium, if any) or interest on, or other amounts in respect of, any Securities on behalf of the Corporation.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, trust, unincorporated association, or government or any agency or political subdivision thereof, or any other entity of whatever nature.

“Place of Payment” means, with respect to the Securities of any series, the place or places where the principal of (and premium, if any) and interest on the Securities of such series are payable pursuant to Section 3.1.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security. For the purposes of this definition, any security authenticated and delivered under Section 3.7 in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Preferred Securities” has the meaning specified in the first recital of this Indenture.

“Proceeding” has the meaning specified in Section 13.2.

“Property Trustee” means, with respect to any Issuer Trust, the Person identified as the “Property Trustee” in the related Trust Agreement, solely in its capacity as Property Trustee of such Issuer Trust under such Trust Agreement and not in its individual capacity, or its successor in interest in such capacity, or any successor Property Trustee appointed as therein provided.

“Redemption Date” means, when used with respect to any Security to be redeemed, the date fixed for such redemption by or pursuant to this Indenture or the terms of such Security.

“Redemption Price” means, when used with respect to any Security to be redeemed, the price at which it is to be redeemed pursuant to this Indenture.

“Regular Record Date” for the interest payable on any Interest Payment Date with respect to the Securities of a series means, unless otherwise provided pursuant to Section 3.1 with respect to Securities of such series, the date that is fifteen days next preceding such Interest Payment Date (whether or not a Business Day).

“Responsible Officer” means, when used with respect to the Trustee, the president, any vice president, the secretary, any assistant secretary, the treasurer, any assistant treasurer, any trust officer or assistant trust officer, the controller or any assistant controller or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

“Rights Plan” means a plan of the Corporation providing for the issuance by the Corporation to all holders of its Common Stock of rights entitling the holders thereof to subscribe for or purchase shares of any class or series of capital stock of the Corporation which rights (i) are deemed to be transferred with such shares of such Common Stock, and (ii) are also issued in respect of future issuances of such Common Stock, in each case until the occurrence of a specified event or events.

“Securities” or “Security” means any debt securities or debt security, as the case may be, authenticated and delivered under this Indenture.

“Securities Act” means the Securities Act of 1933 or any successor statute thereto, in each case as amended from time to time.

“Securities Register” and “Securities Registrar” have the respective meanings specified in Section 3.6.

“Senior Debt” means the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Corporation whether or not such claim for post-petition interest is allowed in such proceeding), on Debt of the Corporation, whether incurred on or prior to the date of this Indenture or thereafter incurred, unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such obligations are not superior in right of payment to the Securities or to other Debt that is

pari passu with, or subordinated to, the Securities, provided , however , that Senior Indebtedness shall not be deemed to include (a) any Debt of the Corporation that, when incurred and without respect to any election under Section 1111(b) of the Bankruptcy Reform Act of 1978, was without recourse to the Corporation, (b) any Debt of the Corporation to any of its Subsidiaries, (c) Debt to any employee of the Corporation, (d) any Securities, (e) trade accounts payable of the Corporation, and (f) accrued liabilities arising in the ordinary course of business of the Corporation. Senior Debt does not include Senior Subordinated Debt or Junior Subordinated Debt.

“Senior Indebtedness” means (i) Senior Debt and (ii) the Allocable Amounts of Senior Subordinated Debt.

“Senior Subordinated Debt” means the principal of (and premium, if any) and interest, if any (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Corporation whether or not such claim for post-petition interest is allowed in such proceeding), on Debt of the Corporation, whether incurred on or prior to the date of this Indenture or thereafter incurred, where the instrument creating or evidencing the obligation or pursuant to which the obligation is outstanding, provides that it is subordinate and junior in right of payment to Senior Debt pursuant to subordination provisions substantially similar to those applicable to the Corporation’s outstanding Senior Subordinated Debt.

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.8.

“Stated Maturity” means, when used with respect to any Security or any installment of principal thereof (or premium, if any) or interest (including any Additional Interest) thereon, the date specified pursuant to the terms of such Security as the fixed date on which the principal of such Security or such installment of principal (or premium, if any) or interest (including any Additional Interest) is due and payable, as such date may, in the case of the stated maturity of the principal on any security, be shortened or extended as provided pursuant to the terms of such Security and this Indenture and, in the case of any installment of interest, subject to the deferral of any such date in the case of any Extension Period.

“Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly , by the Corporation or by one or more other Subsidiaries, or by the Corporation and one or more other Subsidiaries. For purposes of this definition, “voting stock” means stock that ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

“Successor Security” of any particular Security means every Security issued after, and evidencing all or a portion of the same debt as that evidenced by, such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.7 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Tax Event” means the receipt by an Issuer Trust of an Opinion of Counsel (as defined in the relevant Trust Agreement) experienced in such matters to the effect that, as a result of any amendment to, or change (including any announced proposed change) in, the laws (or any regulations thereunder) of the United States or any political subdivision or taxing authority thereof or therein, or as a result of any official administrative pronouncement or judicial decision interpreting or applying such laws or regulations, whether or not the pronouncement or decision is issued to or in connection with a proceeding involving the Corporation or any Issuer Trust or is subject to review or appeal, which amendment or change, including any private letter ruling, technical advice, memorandum, field service advice,

regulatory procedure, notice or announcement, including any notice or announcement of intent to adopt any procedures or regulations, is enacted, promulgated or announced or which pronouncement or decision is announced on or after the date of issuance of the Preferred Securities of such Issuer Trust, there is more than an insubstantial risk that (i) such Issuer Trust is, or will be within 90 days of the delivery of such Opinion of Counsel, subject to United States Federal income tax with respect to income received or accrued on the corresponding series of Securities issued by the Corporation to such Issuer Trust, (ii) interest payable by the Corporation on such corresponding series of Securities is not, or within 90 days of the delivery of such Opinion of Counsel will not be, deductible by the Corporation, in whole or in part, for United States Federal income tax purposes, or (iii) such Issuer Trust is, or will be within 90 days of the delivery of such Opinion of Counsel, subject to more than a de minimis amount of other taxes, duties or other governmental charges.

“Trust Agreement” means, with respect to any Issuer Trust, the trust agreement or other governing instrument of such Issuer Trust.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture, solely in its capacity as such and not in its individual capacity, until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder and, if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

“Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. 77aaa-77bbb), as amended and as in effect on the date as of this Indenture, except as provided in Section 9.5.

“Trust Securities” has the meaning specified in the first recital of this Indenture.

“Vice President” means, when used with respect to the Corporation, any duly appointed vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

Section 1.2. Compliance Certificate and Opinions.

Upon any application or request by the Corporation to the Trustee to take any action under any provision of this Indenture, the Corporation shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, provided for in this Indenture relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent (including covenants compliance with which constitutes a condition precedent), if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than the certificates provided pursuant to Section 10.4) shall include:

(1) a statement by each individual signing such certificate or opinion that such individual has read such covenant or condition and the definitions herein relating thereto;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions of such individual contained in such certificate or opinion are based;

(3) a statement that, in the opinion of such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether, in the opinion of such individual, such condition or covenant has been complied with.

Section 1.3. Forms of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Corporation may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Corporation stating that the information with respect to such factual matters is in the possession of the Corporation, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions, or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Section 1.4. Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given to or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments is or are delivered to the Trustee, and, where it is hereby expressly required, to the Corporation. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and the Corporation, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him or her the execution thereof. Where such execution is by a Person acting in other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority.

(c) The fact and date of the execution by any Person of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient and in accordance with such reasonable rules as the Trustee may determine.

(d) The ownership of Securities shall be proved by the Securities Register.

(e) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Corporation in reliance thereon, whether or not notation of such action is made upon such Security.

(f) The Corporation may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Corporation may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next succeeding paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date, provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date (as defined below) by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Corporation from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Corporation, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6.

The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.2, (iii) any request to institute proceedings referred to in Section 5.7(2), or (iv) any direction referred to in Section 5.12, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date, provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Corporation’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Corporation in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6.

With respect to any record date set pursuant to this Section 1.04(f), the party that sets such record date may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day, provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto that set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

(g) Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

Section 1.5. Notices, Etc. to Trustee and Corporation.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder, any holder of Preferred Securities or the Corporation shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust office, or

(2) the Corporation by the Trustee, any Holder or any holder of Preferred Securities shall be sufficient for every purpose (except as otherwise provided in Section 5.1) hereunder if in writing and mailed, first class, postage prepaid, to the Corporation addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Corporation.

Section 1.6. Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, to each Holder affected by such event, at the address of such Holder as it appears in the Securities Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. If, by reason of the suspension of or irregularities in regular mail service or for any other reason, it shall be impossible or impracticable to mail notice of any event to Holders when said notice is required to be given pursuant to any provision of this Indenture or of the relevant Securities, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

Section 1.7. Conflict with Trust Indenture Act.

If any provision of this Indenture limits, qualifies or conflicts with the duties imposed by any of Sections 310 to 317, inclusive, of the Trust Indenture Act through operation of Section 318(c) thereof, such imposed duties shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

Section 1.8. Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

Section 1.9. Successors and Assigns.

All covenants and agreements in this Indenture by the Corporation shall bind its successors and assigns, whether so expressed or not.

Section 1.10. Separability Clause.

If any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 1.11. Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors and assigns, the holders of Senior Indebtedness, the Holders of the Securities and, to the extent expressly provided in Sections 5.1, 5.2, 5.8, 5.9, 5.11, 5.13, 9.1 and 9.2, the holders of Preferred Securities, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 1.12. Governing Law.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 1.13. Non-Business Days.

If any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day, then (notwithstanding any other provision of this Indenture or the Securities) payment of interest or principal (and premium, if any) or other amounts in respect of such Security need not be made on such date, but may be made on the next succeeding Business Day (and no interest shall accrue in respect of the amounts whose payment is so delayed for the period from and after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, until such next succeeding Business Day) except that, if

such Business Day falls in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day (in each case with the same force and effect as if made on the Interest Payment Date or Redemption Date or at the Stated Maturity).

ARTICLE II

SECURITY FORMS

Section 2.1. Forms Generally.

The Securities of each series and the Trustee’s certificate of authentication shall be in substantially the forms set forth in this Article, or in such other form or forms as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with applicable tax laws or the rules of any securities exchange or as may, consistently herewith, be determined by the officers executing such securities, as evidenced by their execution of the Securities. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Corporation and delivered to the Trustee at or prior to the delivery of the Corporation Order contemplated by Section 3.3 with respect to the authentication and delivery of such Securities.

The Trustee’s certificates of authentication shall be substantially in the form set forth in this Article.

The definitive Securities shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods, if required by any securities exchange or automated quotation system on which the Securities may be listed, on a steel engraved border or steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange or automated quotation system on which the Securities may be listed or traded, all as determined by the officers executing such Securities, as evidenced by their execution of such securities.

Section 2.2. Form of Face of Security.

ZIONS BANCORPORATION

[Title of Security]

No. $

ZIONS BANCORPORATION, a corporation organized and existing under the laws of the State of Utah (hereinafter called the “Corporation” , which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to                 , or registered assigns, the principal sum of             Dollars on                    , [ if the Security is a Global Security, then insert, if applicable             , or such other principal amount represented hereby as may be set forth in the records of the Securities Registrar hereinafter referred to in accordance with the Indenture,] [; provided that the Corporation may, subject to certain conditions set forth in Section 3.15 of the Indenture, [(i) shorten the Stated Maturity of the principal of this Security to a date not earlier than             , and] [(ii) extend the Stated Maturity of the principal of this Security at any time on one or more occasions, but in no event later than             ]], in the circumstances described on the reverse hereof]. The Corporation further promises to pay interest on said principal sum from             ,             or from the most recent Interest Payment Date to which interest has been paid or duly provided for, [monthly] [quarterly] [semi-annually] [ if applicable , insert (subject to deferral as set forth herein)] in arrears on [ insert applicable Interest Payment Dates ] of each year, commencing             ,             ,             at the rate of             % per annum, [ if applicable, insert— together with Additional Sums, if any, as provided in

Section 10.6 of the Indenture] until the principal hereof is paid or duly provided for or made available for payment [ if applicable, insert    ; provided that any overdue principal, premium or Additional Sums and any overdue installment of interest shall bear Additional Interest at the rate of     % per annum (to the extent that the payment of such interest shall be legally enforceable), compounded [monthly] [quarterly] [semi-annually], from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. The amount of interest payable for any period less than a full interest period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual days elapsed in a partial month in such period. The amount of interest payable for any full interest period shall be computed by dividing the applicable rate per annum by [twelve/four/two]. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest installment [ if applicable, insert— , which shall be the [                or                 ] (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date]. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof

shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

[ If applicable, insert— So long as no Event of Default has occurred and is continuing, the Corporation shall have the right, at any time during the term of this Security, from time to time to defer the payment of interest on this Security for up to [sixty], [twenty], [ten] consecutive [monthly] [quarterly] [semi-annual] interest payment periods with respect to each deferral period (each an “Extension Period” ) [ if applicable, insert— , during which Extension Periods the Corporation shall have the right to make partial payments of interest on any Interest Payment Date, and] at the end of which the Corporation shall pay all interest then accrued and unpaid including any Additional Interest, as provided below; provided , however , that no Extension Period shall extend beyond the Stated Maturity of the principal of this Security [ if Stated Maturity can be shortened or extended, insert— , as then in effect,] and no such Extension Period may end on a date other than an Interest Payment Date; and provided , further , however , that during any such Extension Period, the Corporation shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Corporation’s capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Corporation that rank pari passu in all respects with or junior in interest to this Security (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or shareholder stock purchase plan or in connection with the issuance of capital stock of the Corporation (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Corporation’s capital stock (or any capital stock of a Subsidiary of the Corporation) for any class or series of the Corporation’s capital stock or of any class or series of the Corporation’s indebtedness for any class or series of the Corporation’s capital stock, (c) the purchase of fractional interests in shares of the Corporation’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other

rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Corporation may further defer the payment of interest, provided that no Extension Period shall exceed [sixty], [twenty], [ten]             consecutive [monthly] [quarterly] [semi-annual] interest payment periods, extend beyond the Stated Maturity of the principal of this Security or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Corporation may elect to begin a new Extension Period, subject to the above conditions. No interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension shall bear Additional Interest (to the extent that the payment of such interest shall be legally enforceable) at the rate of             % per annum, compounded [monthly] [quarterly] [semi-annually] and calculated as set forth in the first paragraph of this Security, from the dates on which amounts would otherwise have been due and payable until paid or made available for payment. The Corporation shall give the Holder of this Security and the Trustee notice of its election to begin any Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on this Security would be payable but for such deferral [ if applicable, insert— or so long as such Securities are held by [— insert name of applicable Issuer Trust ], at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee and/or the Administrative Trustees of such Issuer Trust is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in any event not later than one Business Day prior to such record date].

Payment of the principal of (and premium, if any) and interest on this Security will be made at the office or agency of the Corporation maintained for that purpose in the [ insert Place of Payment ], in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [ if applicable, insert— ; provided , however , that at the option of the Corporation payment of interest may be made (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Securities Register, or (ii) by wire transfer in immediately available funds at such place and to such account as may be designated in writing at least 15 days before the relevant Interest Payment Date by the Person entitled thereto as specified in the Securities Register].

The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and junior in right of payment to the prior payment in full of all Senior Indebtedness, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to

effectuate the subordination so provided, and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter incurred, and waives reliance by each such holder upon said provisions.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed under its corporate seal.

Zions Bancorporation
By:
	Name
	Title:

Attest:

[ Secretary or Assistant Secretary ]

Section 2.3. Form of Reverse of Security.

This Security is one of a duly authorized issue of securities of the Corporation (herein called the “Securities” ), issued and to be issued in one or more series under the Junior Subordinated Indenture, dated as of August 21, 2002 (herein called the “Indenture” ), between the Corporation and J. P. Morgan Trust Company, National Association, as Trustee (herein called the “Trustee” , which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Corporation, the Trustee, the holders of Senior Indebtedness and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [ if applicable, insert —, limited in aggregate principal amount to $             ].

All terms used in this Security that are defined in the Indenture [ if applicable, insert— or in the Amended and Restated Trust Agreement, dated as of , (as modified, amended or supplemented from time to time, the “Trust Agreement” ), relating to [ —insert name of Issuer Trust ] (the “Issuer Trust” ) among the Corporation, as Depositor, the Trustees named therein and the Holders from time to time of the Trust Securities issued pursuant thereto, shall have the meanings assigned to them in the Indenture [ if applicable, insert — or the Trust Agreement, as the case may be].

[ If applicable, insert— The Corporation may at any time, at its option, on or after             ,             , and subject to the terms and conditions of Article XI of the Indenture, redeem this Security in whole at any time or in part from time to time, [ if applicable, insert —at a Redemption Price equal to 100% of the principal amount hereof] [ if applicable, insert —at the following Redemption Prices (expressed as percentages of the principal amount hereof): If redeemed during the 12-month period beginning ,

Year Redemption Price

and thereafter at a Redemption Price equal to 100% of the principal amount hereof], together, in the case of any such redemption, with accrued interest [ if applicable, insert— , including any Additional Interest,] to but excluding the date fixed for redemption.]

[ If the Security is subject to redemption of any kind, insert— In the event of redemption of this Security in part only, a new Security or Securities of this series for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.]

[ If applicable, insert —In addition, upon the occurrence and during the continuation of a Tax Event or a Capital Treatment Event in respect of the Issuer Trust, the Corporation may, at its option, at any time within 90 days of the occurrence and during continuation of such Tax Event or Capital Treatment Event, as the case may be, redeem this Security, in whole but not in part, subject to the terms and conditions of Article XI of the Indenture, at a redemption price equal to [ insert formula ].

The Indenture contains provisions for satisfaction and discharge of the entire indebtedness of this Security upon compliance by the Corporation with certain conditions set forth in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the Corporation and the Trustee at any time to enter into a supplemental indenture or indentures for the purpose of modifying in any manner the rights and obligations of the Corporation and of the Holders of the Securities, with the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series to be affected by such supplemental indenture. The Indenture also contains provisions permitting Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Corporation with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

[ If the Security is not a Discount Security, insert —As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare the principal amount of all the Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [ if applicable, insert— , provided that, if upon an Event of Default, the Trustee or such Holders fail to declare the principal of all the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]; and upon any such declaration the principal amount of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII of the Indenture.]

[ If the Security is a Discount Security, insert —As provided in and subject to the provisions of the Indenture, if an Event of Default with respect to the Securities of this series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series may declare an amount of principal of the Securities of this series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders) [ if applicable, insert —, provided that , if upon an Event of Default, the Trustee or such Holders fail to declare such principal amount of the Outstanding Securities of this series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount of the Preferred Securities then Outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee]. The principal amount payable upon

such acceleration shall be equal to — insert formula for determining the amount ]. Upon any such declaration, such amount of the principal of and the accrued interest (including any Additional Interest) on all the Securities of this series shall become immediately due and payable, provided that the payment of such principal and interest (including any Additional Interest) on all the Securities of this series shall remain subordinated to the extent provided in Article XIII of the Indenture. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Corporation’s obligations in respect of the payment of the principal of and premium and interest, if any, on this Security shall terminate.]

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest [ insert, if applicable —(including any Additional Interest)] on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Securities Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation maintained under Section 10.2 of the Indenture for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Securities Registrar duly executed by, the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Securities of this series, of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $         and any integral multiple of $         in excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Corporation, the Trustee and any agent of the Corporation or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Corporation, the Trustee nor any such agent shall be affected by notice to the contrary.

The Corporation and, by its acceptance of this Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, this Security agree that for United States Federal, state and local tax purposes it is intended that this Security constitute indebtedness.

THIS SECURITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 2.4. Additional Provisions Required in Global Security.

Unless otherwise specified as contemplated by Section 3.1, any Global Security issued hereunder shall, in addition to the provisions contained in Sections 2.2 and 2.3, bear a legend in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

Section 2.5. Form of Trustee’s Certificate of Authentication.

The Trustee’s certificates of authentication shall be in substantially the following form:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:

J. P. MORGAN TRUST COMPANY NATIONAL ASSOCIATION,
as Trustee
By:
	Authorized officer

ARTICLE III

THE SECURITIES

Section 3.1. Title and Terms.

The aggregate principal amount of Securities that may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth or determined in the manner provided in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of a series:

(a) the title of the securities of such series, which shall distinguish the Securities of the series from all other Securities;

(b) the limit, if any, upon the aggregate principal amount of the Securities of such series that may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.6, 3.7, 9.6 or 11.6 and except for any Securities that, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder); provided , however , that the authorized aggregate principal amount of such series may be increased above such amount by a Board Resolution to such effect;

(c) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;

(d) the Stated Maturity or Maturities on which the principal of the Securities of such series is payable or the method of determination thereof, and any dates on which or circumstances under which, the Corporation shall have the right to extend or shorten such Stated Maturity or Maturities;

(e) the rate or rates, if any, or method of calculating the rate or rates, if any, at which the Securities of such series shall bear interest, if any, the rate or rates or method of calculating the rate or rates and extent to which Additional Interest, if any, shall be payable in respect of any Securities of such series, the date or dates from which any such interest or Additional Interest shall accrue, the Interest Payment Dates on which such interest shall be payable, the right, pursuant to Section 3.12 or as otherwise set forth therein, of the Corporation to defer or extend an Interest Payment Date, and the Regular Record Date for the interest payable on any Interest Payment Date or the method by which any of the foregoing shall be determined;

(f) the place or places where the principal of (and premium, if any) and interest (including any Additional Interest) on the Securities of such series shall be payable, the place or places where the Securities of such series may be presented for registration of transfer or exchange, any restrictions that may be applicable to any such transfer or exchange in addition to or in lieu of those set forth herein, and the place or places where notices and demands to or upon the Corporation in respect of the Securities of such series may be made;

(g) the period or periods within or the date or dates on which, if any, the price or prices at which and the terms and conditions upon which the Securities of such series may be redeemed, in whole or in part, at the option of the Corporation, and if other than by a Board Resolution, the manner in which any election by the Corporation to redeem such Securities shall be evidenced;

(h) the obligation or the right, if any, of the Corporation to redeem, repay or purchase the Securities of such series pursuant to any sinking fund, amortization or analogous provisions, or at the option of a Holder thereof, and the period or periods within which, the price or prices at which, the currency or currencies (including currency unit or units) in which and the other terms and conditions upon which Securities of the series shall be redeemed, repaid or purchased, in whole or in part, pursuant to such obligation;

(i) the denominations in which any Securities of such series shall be issuable, if other than denominations of $25 and any integral multiple thereof;

(j) if other than Dollars, the currency or currencies (including any currency unit or units) in which the principal of (and premium, if any) and interest and Additional Interest, if any, on the Securities of the series shall be payable, or in which the Securities of the series shall be denominated and the manner of determining the equivalent thereof in Dollars for purposes of the definition of Outstanding;

(k) the additions, modifications or deletions, if any, in the Events of Default or covenants of the Corporation set forth herein with respect to the Securities of such series;

(l) if other than the principal amount thereof, the portion of the principal amount of Securities of such series that shall be payable upon declaration of acceleration of the Maturity thereof;

(m) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);

(n) the additions or changes, if any, to this Indenture with respect to the Securities of such series as shall be necessary to permit or facilitate the issuance of the Securities of such series in bearer form, registrable or not registrable as to principal, and with or without interest coupons;

(o) any index or indices used to determine the amount of payments of principal of and premium, if any, on the Securities of such series or the manner in which such amounts will be determined;

(p) whether the Securities of the series, or any portion thereof, shall initially be issuable in the form of a temporary Global Security representing all or such portion of the Securities of such series and provisions for the exchange of such temporary Global Security for definitive Securities of such series;

(q) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends that shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.4 and any circumstances in addition to or in lieu of those set forth in Section 3.6 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;

(r) the appointment of any Paying Agent or agents for the Securities of such series;

(s) the terms of any right to convert or exchange Securities of such series into any other securities or property of the Corporation, and the additions or changes, if any, to this Indenture with respect to the Securities of such series to permit or facilitate such conversion or exchange;

(t) if such Securities are to be issued to an Issuer Trust, the form or forms of the Trust Agreement, Guarantee Agreement and Expense Agreement relating thereto;

(u) if other than as set forth herein, the relative degree, if any, to which the Securities of the series shall be senior to or be subordinated to other series of Securities in right of payment, whether such other series of Securities are Outstanding or not;

(v) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.2;

(w) any addition to or change in the covenants set forth in Article X which applies to Securities of the series; and

(x) any other terms of the Securities of such series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 9.1(6)).

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided herein or in or pursuant to such Board Resolution and set forth, or determined in the manner provided, in such Officers’ Certificate or in any indenture supplemental hereto.

If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Corporation and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.

The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article XIII.

Section 3.2. Denominations.

The Securities of each series shall be in registered form without coupons and shall be issuable in denominations of $25 and any integral multiple thereof, unless otherwise specified as contemplated by Section 3.1.

Section 3.3. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Corporation by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced or impressed thereon and attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Corporation shall bind the Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities. At any time and from time to time after the execution and delivery of this Indenture, the Corporation may deliver Securities of any series executed by the Corporation to the Trustee for authentication, together with a Corporation Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Corporation Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation

to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating,

(1) if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.1, that such form has been established in conformity with the provisions of this Indenture;

(2) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that such terms have been established in conformity with the provisions of this Indenture;

(3) that such Securities, when authenticated and delivered by the Trustee and issued by the Corporation in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Corporation, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and

(4) that all laws and requirements in respect of the execution and delivery by the Company of such Securities have been complied with.

If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner that is not reasonably acceptable to the Trustee.

Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.1 or the Corporation Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its authorized officers, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Corporation, and the Corporation shall deliver such Security to the Trustee for cancellation as provided in Section 3.10, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

Section 3.4. Temporary Securities.

Pending the preparation of definitive Securities of any series, the Corporation may execute, and upon Corporation Order the Trustee shall authenticate and deliver, temporary Securities that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Securities of such series in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.

If temporary Securities of any series are issued, the Corporation will cause definitive Securities of such series to be prepared without unreasonable delay. After the preparation of definitive Securities, the temporary Securities shall be exchangeable for definitive Securities upon surrender of the temporary Securities at the office or agency of the Corporation designated for that purpose without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities, the Corporation shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations having the same Original Issue Date and Stated Maturity and having the same terms as such temporary Securities. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series.

Section 3.5. Global Securities.

(a) Each Global Security issued under this Indenture shall be registered in the name of the Depositary designated by the Corporation for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.

(b) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other

than the Depositary for such Global Security or a nominee thereof unless (i) such Depositary advises the Trustee in writing that such Depositary is no longer willing or able to properly discharge its responsibilities as Depositary with respect to such Global Security, and the Corporation is unable to locate a qualified successor, (ii) the Corporation executes and delivers to the Trustee a Corporation Order stating that the Corporation elects to terminate the book-entry system through the Depositary, or (iii) there shall have occurred and be continuing an Event of Default.

(c) If any Global Security is to be exchanged for other Securities or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Securities Registrar for exchange or cancellation as provided in this Article III. If any Global Security is to be exchanged for other Securities or cancelled in part, or if another Security is to be exchanged in whole or in part for a beneficial interest in any Global Security, then either (i) such Global Security shall be so surrendered for exchange or cancellation as provided in this Article III or (ii) the principal amount thereof shall be reduced, subject to Section 3.5(b), or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Security to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Securities Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Security by the Depositary, accompanied by registration instructions, the Trustee shall, subject to Section 3.5(b) and as otherwise provided in this Article III, authenticate and deliver any Securities issuable in exchange for such Global Security (or any portion thereof) in accordance with the instructions of the Depositary. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions.

(d) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Article III, Section 9.6 or 11.6 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.

(e) Securities distributed to holders of Book-Entry Capital Securities (as defined in the applicable Trust Agreement) upon the dissolution of an Issuer Trust shall be distributed in the form of one or more Global Securities registered in the name of a Depositary or its nominee, and deposited with the Securities Registrar, as custodian for such Depositary, or with such Depositary, for credit by the Depositary to the respective accounts of the beneficial owners of the Securities represented thereby (or such other accounts as they may direct). Securities distributed to holders of Preferred Securities other than Book-Entry Capital Securities upon the dissolution of an Issuer Trust shall not be issued in the form of a Global Security or any other form intended to facilitate book-entry trading in beneficial interests in such Securities.

(f) The Depositary or its nominee, as the registered owner of a Global Security, shall be the Holder of such Global Security for all purposes under this Indenture and the Securities, and owners of beneficial interests in a Global Security shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner’s beneficial interest in a Global Security shall be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members. Neither the Trustee nor the Securities Registrar shall have any liability in respect of any transfers effected by the Depositary.

(g) The rights of owners of beneficial interests in a Global Security shall be exercised only through the Depositary and shall be limited to those established by law and agreements between such owners and the Depositary and/or its Agent Members.

Section 3.6. Registration, Transfer and Exchange Generally.

The Corporation shall cause to be kept at the Corporate Trust Office of the Trustee a register in which, subject to such reasonable regulations as it may prescribe, the Corporation shall provide for the registration of Securities and of transfers of Securities. Such register is herein sometimes referred to as the “Securities Register.” The Trustee is hereby appointed “Securities Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.

Upon surrender for registration of transfer of any Security at the offices or agencies of the Corporation designated for that purpose the Corporation shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series of any authorized denominations of like tenor and aggregate principal amount.

At the option of the Holder, Securities may be exchanged for other Securities of the same series of any authorized denominations, of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any securities are so surrendered for exchange, the Corporation shall execute, and the Trustee shall authenticate and deliver, the Securities that the Holder making the exchange is entitled to receive.

All Securities issued upon any transfer or exchange of Securities shall be the valid obligations of the Corporation, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such transfer or exchange.

Every Security presented or surrendered for transfer or exchange shall (if so required by the Corporation or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Securities Registrar, duly executed by the Holder thereof or such Holder’s attorney duly authorized in writing.

No service charge shall be made to a Holder for any transfer or exchange of Securities, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Securities.

Neither the Corporation nor the Trustee shall be required, pursuant to the provisions of this Section, (i) to issue, register the transfer of or exchange any Security of any series during a period beginning at the opening of business 15 days before the day of selection for redemption of Securities of that series pursuant to Article XI and ending at the close of business on the day of mailing of the notice of redemption, or (ii) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except, in the case of any such Security to be redeemed in part, any portion thereof not to be redeemed.

Section 3.7.Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee together with such security or indemnity as may be required by the Corporation or the Trustee to save each of them harmless, the Corporation shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series, of like tenor and aggregate principal amount, and bearing a number not contemporaneously outstanding.

If there shall be delivered to the Corporation and to the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security, and (ii) such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Corporation or the Trustee that such Security has been acquired by a bona fide purchaser, the Corporation shall execute and upon its request the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series, of like tenor and aggregate principal amount as such destroyed, lost or stolen Security, and bearing a number not contemporaneously outstanding.

If any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Corporation in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Corporation, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of the same series duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

Section 3.8. Payment of Interest and Additional Interest; Interest Rights Preserved.

Interest and Additional Interest on any Security of any series that is payable, and is punctually paid or duly provided for, on any Interest Payment Date, shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest in respect of Securities of such series, except that, unless otherwise provided in the Securities of such series, interest and any Additional Interest payable on the Stated Maturity of the principal of a Security shall be paid to the Person to whom principal is paid. The initial payment of interest on any Security of any series that is issued between a Regular Record Date and the related Interest Payment Date shall be payable as provided in such Security or in the Board Resolution pursuant to Section 3.1 with respect to the related series of Securities. At the option of the Corporation, interest on any series of Securities may be paid (i) by check mailed to the address of the Person entitled thereto as it shall appear on the Securities Register of such series or (ii) by wire transfer in immediately available funds at such place and to such account as designated by the Person entitled thereto as specified in the Securities Register of such series.

Any interest on any Security that is due and payable, but is not timely paid or duly provided for, on any Interest Payment Date for Securities of such series (herein called “Defaulted Interest” ), shall forthwith cease to be payable to the

registered Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Corporation, at its election in each case, as provided in Clause (1) or (2) below:

(1) The Corporation may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series in respect of which interest is in default (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Corporation shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security and the date of the proposed payment, and at the same time the Corporation shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest, which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Corporation of such Special Record Date and, in the name and at the expense of the Corporation, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class, postage prepaid, to each Holder of a Security of such series at the address of such Holder as it appears in the Securities Register not less than 10 days prior to such Special Record Date. The Trustee may, in its discretion, in the name and at the expense of the Corporation, cause a similar notice to be published at least once in a newspaper, customarily published in the English language on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, but such publication shall not be a condition precedent to the establishment of such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).

(2) The Corporation may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of the series in respect of which interest is in default may be listed and, upon such notice as may be required by such exchange (or by the Trustee if the Securities are not listed), if, after notice given by the Corporation to the Trustee of the proposed payment pursuant to this Clause, such payment shall be deemed practicable by the Trustee for the purposes of this Section 3.8.

Any interest on any Security which is deferred or extended pursuant to Section 3.12 shall not be Defaulted Interest

Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, that were carried by such other Security.

Section 3.9. Persons Deemed Owners.

The Corporation, the Trustee and any agent of the Corporation or the Trustee shall treat the Person in whose name any Security is registered as the owner of such Security for the purpose of receiving payment of principal of and (subject to Section 3.8) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Corporation, the Trustee nor any agent of the Corporation or the Trustee shall be affected by notice to the contrary.

No holder of any beneficial interest in any Global Security held on its behalf by a Depositary shall have any rights under this Indenture with respect to such Global Security, and such Depositary may be treated by the Corporation, the Trustee and any agent of the Corporation or the Trustee as the owner of

such Global Security for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Corporation, the Trustee or any agent of the Corporation or the Trustee from giving effect to any written certification, proxy or other authorization furnished by a Depositary or impair, as between a Depositary and such holders of beneficial interests, the operation of customary practices governing the exercise of the rights of the Depositary (or its nominee) as Holder of any Security.

Section 3.10. Cancellation.

All Securities surrendered for payment, redemption, transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee, and any such Securities and Securities surrendered directly to the Trustee for any such purpose shall be promptly canceled by it. The Corporation may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder that the Corporation may have acquired in any manner whatsoever, and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities shall be destroyed by the Trustee and the Trustee shall deliver to the Corporation a certificate of such destruction.

Section 3.11. Computation of Interest.

Except as otherwise specified as contemplated by Section 3.1 for Securities of any series, interest on the Securities of each series for any partial period shall be computed on the basis of a 360-day year of twelve 30-day months and the actual number of days elapsed in any partial month in such period, and interest on the Securities of each series for a full period shall be computed by dividing the rate per annum by the number of interest periods that together constitute a full twelve months.

Section 3.12. Deferrals of Interest Payment Dates.

If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, so long as no Event of Default has occurred and is continuing, the Corporation shall have the right, at any time during the term of such series, from time to time to defer the payment of interest on such Securities for such period or periods as may be specified as contemplated by Section 3.1 (each, an “Extension Period” ), during which Extension Periods the Corporation shall, if so specified as contemplated by Section 3.1, have the right to make partial payments of interest on any Interest Payment Date. No Extension Period shall end on a date other than an Interest Payment Date. At the end of any such Extension Period, the Corporation shall pay all interest then accrued and unpaid on the Securities (together with Additional Interest thereon, if any, at the rate specified for the Securities of such series to the extent permitted by applicable law); provided , however , that no Extension Period shall extend beyond the Stated Maturity of the principal of the Securities of such series; and provided further , however that during any such Extension Period, the Corporation shall not (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire or make a liquidation payment with respect to, any of the Corporation’s capital stock, or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Corporation that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or shareholder stock purchase plan or in connection with the issuance of capital stock of the Corporation (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Corporation’s capital stock (or any capital stock of a Subsidiary of the Corporation) for any class or series

of the Corporation’s capital stock or of any class or series of the Corporation’s indebtedness for any class or series of the Corporation’s capital stock, (c) the purchase of fractional interests in shares of the Corporation’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock). Prior to the termination of any such Extension Period, the Corporation may further defer the payment of interest, provided that no Extension Period shall exceed the period or periods specified in such Securities, extend beyond the Stated Maturity of the principal of such Securities or end on a date other than an Interest Payment Date. Upon the termination of any such Extension Period and upon the payment of all accrued and unpaid interest and any Additional Interest then due on any Interest Payment Date, the Corporation may elect to begin a new Extension Period, subject to the above conditions. No interest or Additional Interest shall be due and payable during an Extension Period, except at the end thereof, but each installment of interest that would otherwise have been due and payable during such Extension Period shall bear Additional Interest as and to the extent as may be specified as contemplated by Section 3.1. The Corporation shall give the Holders of the Securities of such series and the Trustee notice of its election to begin any such Extension Period at least one Business Day prior to the next succeeding Interest Payment Date on which interest on Securities of such series would be payable but for such deferral or, with respect to any Securities of a series issued to an Issuer Trust, so long as any such Securities are held by such Issuer Trust, at least one Business Day prior to the earlier of (i) the next succeeding date on which Distributions on the Preferred Securities of such Issuer Trust would be payable but for such deferral, and (ii) the date on which the Property Trustee of such Issuer Trust is required to give notice to any securities exchange or other applicable self-regulatory organization or to holders of such Preferred Securities of the record date or the date such Distributions are payable, but in no event later than one Business Day prior to such record date.

The Trustee shall promptly give notice of the Corporation’s election to begin any such Extension Period to the Holders of the Outstanding Securities of such series.

Section 3.13. Right of Set-Off.

With respect to the Securities of a series initially issued to an Issuer Trust, notwithstanding anything to the contrary herein, the Corporation shall have the right to set off any payment it is otherwise required to make in respect of any such Security to the extent the Corporation has theretofore made, or is concurrently on the date of such payment making, a payment under the

Guarantee Agreement relating to such Security or to a holder of Preferred Securities pursuant to an action undertaken under Section 5.8 of this Indenture.

Section 3.14. Agreed Tax Treatment.

Each Security issued hereunder shall provide that the Corporation and, by its acceptance of a Security or a beneficial interest therein, the Holder of, and any Person that acquires a beneficial interest in, such Security agree that for United States Federal, state and local tax purposes it is intended that such Security constitutes indebtedness.

Section 3.15. Shortening or Extension of Stated Maturity.

If specified as contemplated by Section 2.1 or Section 3.1 with respect to the Securities of a particular series, the Corporation shall have the right to (i) shorten the Stated Maturity of the principal of

the Securities of such series at any time to any date not earlier than the first date on which the Company has the right to redeem the Securities of such series, and (ii) extend the Stated Maturity of the principal of the Securities of such series at any time at its election for one or more periods, but in no event to a date later than the 49th anniversary of the first Interest Payment Date following the Original Issue Date of the Securities of such series; provided that, if the Company elects to exercise its right to extend the Stated Maturity of the principal of the Securities of such series pursuant to clause (ii), above, at the time such election is made and at the time of extension (A) the Corporation is not in bankruptcy, otherwise insolvent or in liquidation, (B) the Corporation is not in default in the payment of any interest or principal on such Securities, (C) if the Issuer Trust has not been liquidated, such Issuer Trust is not in arrears on payments of Distributions on the Preferred Securities issued by such Issuer Trust and no deferred Distributions are accumulated, (D) such Securities are rated not less than BBB- by S&P or Baa3 by Moody’s or the equivalent by any other nationally recognized statistical rating organization and (E) after such extension, the Securities shall not have a remaining term to maturity of more than 30 years. In the event the Company elects to shorten or extend the Stated Maturity of the Securities of such series, it shall give notice to the Trustee, and the Trustee shall give notice of such shortening or extension to the Holders, no less than 30 and no more than 60 days prior to the effectiveness thereof. The Corporation’s right to shorten the Stated Maturity of the principal of the Securities of such series pursuant to clause (i) above is subject to the Corporation having received (A) prior approval of the Board of Governors of the Federal Reserve System if required under applicable capital guidelines or policies and (B) an opinion of nationally recognized independent counsel experienced in such matters to the effect that after the shortening of maturity, interest paid on the Securities will be deductible by the Corporation for United States federal income tax purposes; if the Securities are issued to a Trust, the holders of Capital Securities will not recognize income, gain or loss for United States federal income tax purposes as a result of the shortening of maturity, and will be taxed under United Stated federal income tax law in the same amount, in the same manner and at the same times as would have been the case if the shortening of maturity had not occurred; and the shortening of maturity will not cause the Trust to be classified as other than a grantor trust for United States federal income tax purposes.

Section 3.16. CUSIP Numbers.

The Corporation in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption and other similar or related materials as a convenience to Holders; provided that any such notice or other materials may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of redemption or other materials and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers.

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.1. Satisfaction and Discharge of Indenture.

This Indenture shall, upon Corporation Request, cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for and as otherwise provided in this Section 4.1) and the Trustee, on demand of and at the expense of the Corporation, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

(1) either

(A) all Securities theretofore authenticated and delivered (other than (i) Securities that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 3.7 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Corporation and thereafter repaid to the Corporation or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or

(B) all such Securities not theretofore delivered to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity within one year of the date of deposit, or

(iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Corporation,

and the Corporation, in the case of subclause (B)(i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for such purpose an amount in the currency or currencies in which the Securities of such series are payable sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest (including any Additional Interest) to the date of such deposit (in the case of Securities that have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(2) the Corporation has paid or caused to be paid all other sums payable hereunder by the Corporation; and

(3) the Corporation has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Corporation to the Trustee under Section 6.7, the obligations of the Trustee to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Section 4.2. Application of Trust Money.

Subject to the provisions of the last paragraph of Section 10.3, all money deposited with the Trustee pursuant to Section 4.1 shall be held in trust and applied by the Trustee, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Corporation acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest (including any Additional Interest) for the payment of which such money or obligations have been deposited with or received by the Trustee.

ARTICLE V

REMEDIES

Section 5.1. Events of Default.

“Event of Default” , wherever used herein with respect to the Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body) except as may be specified pursuant to Section 3.1:

(1) default in the payment of any interest upon any Security of that series, including any Additional Interest in respect thereof, when it becomes due and payable, and continuance of such default for a period of 30 days (subject to the deferral of any due date in the case of an Extension Period); or

(2) default in the payment of the principal of (or premium, if any, on) any Security of that series at its Maturity; or

(3) failure on the part of the Corporation duly to observe or perform any other of the covenants or agreements on the part of the Corporation in the Securities of that series or in this Indenture for a period of 90 days after the date on which written notice of such failure, requiring the Corporation to remedy the same, shall have been given to the Corporation by the Trustee by registered or certified mail or to the Corporation and the Trustee by the Holders of at least 25% in aggregate principal amount of the Outstanding Securities of that series; or

(4) the entry of a decree or order by a court having jurisdiction in the premises adjudging the Corporation a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Corporation under the Bankruptcy Code or any other similar applicable Federal or State law, which decree or order shall have continued undischarged and unstayed for a period of 60 days; or the entry of a decree or order of a court having jurisdiction in the premises for the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Corporation or of its property, or for the winding up or liquidation of its affairs, which decree or order shall have continued undischarged and unstayed for a period of 60 days; or

(5) the commencement by the Corporation of voluntary proceedings to be adjudicated a bankrupt, or consent by the Corporation to the filing of a bankruptcy proceeding against it, or the filing by the Corporation of a petition or answer or consent seeking reorganization under the Bankruptcy Code or any other similar Federal or State law, or consent by the Corporation to the

filing of any such petition, or the consent by the Corporation to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of it or of its property, or the making by the Corporation of an assignment for the benefit of creditors, or the admission by the Corporation in writing of its inability to pay its debts generally as they become due; or

(6) any other Event of Default provided with respect to Securities of that series.

Section 5.2. Acceleration of Maturity; Rescission and Annulment.

If an Event of Default (other than an Event of Default specified in Section 5.1(4) or 5.1(5)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then and in every such case the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding

Securities of that series may declare the principal amount (or, if the Securities of that series are Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Securities of that series to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders), provided that, in the case of the Securities of a series issued to an Issuer Trust, if, upon an Event of Default, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of such series fail to declare the principal of all the Outstanding Securities of such series to be immediately due and payable, the holders of at least 25% in aggregate Liquidation Amount (as defined in the related Trust Agreement) of the related series of Preferred Securities issued by such Issuer Trust then outstanding shall have the right to make such declaration by a notice in writing to the Corporation and the Trustee; and upon any such declaration such principal amount (or specified portion thereof) of and the accrued interest (including any Additional Interest) on all the Securities of such series shall become immediately due and payable. If an Event of Default specified in Section 5.1(4) or 5.1(5) with respect to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of such series (or, if the Securities of such series are Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms of that series) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable. Payment of principal and interest (including any Additional Interest) on such Securities shall remain subordinated to the extent provided in Article XIII notwithstanding that such amount shall become immediately due and payable as herein provided.

At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series, by written notice to the Corporation and the Trustee, may rescind and annul such declaration and its consequences if:

(1) the Corporation has paid or deposited with the Trustee a sum sufficient to pay:

(A) all overdue installments of interest on all Securities of such series,

(B) any accrued Additional Interest on all Securities of such series,

(C) the principal of (and premium, if any, on) any Securities of such series that have become due otherwise than by such declaration of acceleration and interest and Additional Interest thereon at the rate borne by the Securities, and

(D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

(2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series that has become due solely by such acceleration, have been cured or waived as provided in Section 5.13.

In the case of Securities of a series initially issued to an Issuer Trust, if the Holders of such Securities fail to annul such declaration and waive such default, the holders of a majority in aggregate Liquidation Amount (as defined in the related Trust Agreement) of the related series of Preferred Securities issued by such Issuer Trust then outstanding shall also have the right to rescind and annul such declaration and its consequences by written notice to the Corporation and the Trustee, subject to the satisfaction of the conditions set forth in Clauses (1) and (2) above of this Section 5.2.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

Section 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee.

The Corporation covenants that if:

(1) default is made in the payment of any installment of interest (including any Additional Interest) on any Security of any series when such interest becomes due and payable and such default continues for a period of 30 days, or

(2) default is made in the payment of the principal of (and premium, if any, on) any Security at the Maturity thereof,

the Corporation will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal, including any sinking fund payment or analogous obligations (and premium, if any) and interest (including any Additional Interest), and, in addition thereto, all amounts owing the Trustee under Section 6.7.

If the Corporation fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Corporation or any other obligor upon such Securities and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Corporation or any other obligor upon the Securities, wherever situated.

If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

Section 5.4. Trustee May File Proofs of Claim.

In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Corporation or any other obligor upon the Securities or the property of the Corporation or of such other obligor or their creditors,

(a) the Trustee (irrespective of whether the principal of the Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Corporation for the payment of overdue principal (and premium, if any) or interest (including any Additional Interest)) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(i) to file and prove a claim for the whole amount of principal (and premium, if any) and interest (including any Additional Interest) owing and unpaid in respect to the Securities and to file such other papers or documents as may be necessary or advisable and to take any and all actions as are authorized under the Trust Indenture Act in order to have the claims of the Holders and any predecessor to the Trustee under Section 6.7 allowed in any such judicial proceedings; and

(ii) in particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same in accordance with Section 5.6; and

(b) any custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee for distribution in accordance with Section 5.6, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it and any predecessor Trustee under Section 6.7.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided , however , that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

Section 5.5. Trustee May Enforce Claim Without Possession of Securities.

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, subject to Article XIII, after provision for the payment of all the amounts owing the Trustee and any predecessor Trustee under Section 6.7, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

Section 5.6. Application of Money Collected.

Any money or property collected or to be applied by the Trustee with respect to a series of Securities pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money or property on account of principal (or premium, if any) or interest (including any Additional Interest), upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee and any predecessor Trustee under Section 6.7;

SECOND: Subject to Article XIII, to the payment of the amounts then due and unpaid upon Securities of such series for principal (and premium, if any) and interest (including any Additional Interest) in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such series of Securities for principal (and premium, if any) and interest (including any Additional Interest), respectively; and

THIRD: The balance, if any, to the Person or Persons entitled thereto.

Section 5.7. Limitation on Suits.

Subject to Section 5.8, no Holder of any Securities of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or for the appointment of a receiver, assignee, trustee, liquidator, sequestrator (or other similar official) or for any other remedy hereunder, unless:

(1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;

(2) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing itself of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of Securities, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all such Holders.

Section 5.8. Unconditional Right of Holders to Receive Principal, Premium and Interest; Direct Action by Holders of Preferred Securities.

Notwithstanding any other provision in this Indenture, the Holder of any Security of any series shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Sections 3.8 and 3.12) interest (including any Additional Interest) on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Holder. In the case of Securities of a series issued to an Issuer Trust, any registered holder of the series of Preferred Securities issued by such Issuer Trust shall have the right, upon the occurrence of an Event of Default described in Section 5.1(1) or 5.1(2), to institute a suit directly against the Corporation for enforcement of payment to such holder of principal of (and premium, if any) and (subject to Sections 3.8 and 3.12) interest (including any Additional Interest) on the Securities having a principal amount equal to the aggregate Liquidation Amount (as defined in the related Trust Agreement) of such Preferred Securities held by such holder.

Section 5.9. Restoration of Rights and Remedies.

If the Trustee, any Holder or any holder of Preferred Securities issued by any Issuer Trust has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee, such Holder or such holder of Preferred Securities, then and in every such case the Corporation, the Trustee, such Holders and such holder of Preferred Securities shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee, such Holder and such holder of Preferred Securities shall continue as though no such proceeding had been instituted.

Section 5.10. Rights and Remedies Cumulative.

Except as otherwise provided in the last paragraph of Section 3.7, no right or remedy herein conferred upon or reserved to the Trustee or the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter

existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

Section 5.11. Delay or Omission Not Waiver.

No delay or omission of the Trustee, any Holder of any Security with respect to the Securities of the related Series or any holder of any Capital Security to exercise any right or remedy accruing upon any Event of Default with respect to the Securities of the related series shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.

Every right and remedy given by this Article or by law to the Trustee or to the Holders and the right and remedy given to the holders of Preferred Securities by Section 5.8 may be exercised from time to time, and as often as may be deemed expedient, by the Trustee, the Holders or the holders of Preferred Securities, as the case may be.

Section 5.12. Control by Holders.

The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that:

(1) such direction shall not be in conflict with any rule of law or with this Indenture,

(2) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction, and

(3) subject to the provisions of Section 6.1, the Trustee shall have the right to decline to follow such direction if a Responsible Officer or Officers of the Trustee shall, in good faith, determine that the proceeding so directed would be unjustly prejudicial to the Holders not joining in any such direction or would involve the Trustee in personal liability.

Section 5.13. Waiver of Past Defaults.

The Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of any series affected thereby and, in the case of any Securities of a series initially issued to an Issuer Trust, the holders of a majority in aggregate Liquidation Amount (as defined in the related Trust Agreement) of the Preferred Securities issued by such Issuer Trust may waive any past default hereunder and its consequences with respect to such series except a default:

(1) in the payment of the principal of (or premium, if any) or interest (including any Additional Interest) on any Security of such series (unless such default has been cured and the Corporation has paid to or deposited with the Trustee a sum sufficient to pay all matured installments of interest (including any Additional Interest) and all principal of (and premium, if any, on) all Securities of that series due otherwise than by acceleration, or

(2) in respect of a covenant or provision hereof that under Article IX cannot be modified or amended without the consent of each Holder of any Outstanding Security of such series affected.

Any such waiver shall be deemed to be on behalf of the Holders of all the Securities of such series or, in the case of a waiver by holders of Preferred Securities issued by such Issuer Trust, by all holders of Preferred Securities issued by such Issuer Trust.

Upon any such waiver, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

Section 5.14. Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in aggregate principal amount of the Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest (including any Additional Interest) on any Security on or after the respective Stated Maturities expressed in such Security.

Section 5.15. Waiver of Usury, Stay or Extension Laws.

The Corporation covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Corporation (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE VI

THE TRUSTEE

Section 6.1. Certain Duties and Responsibilities.

(a) Except during the continuance of an Event of Default,

(1) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture or any other related document against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions that by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture.

(b) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct except that

(i) this Subsection shall not be construed to limit the effect of Subsection (a) of this Section;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of Holders pursuant to Section 5.12 relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of a series.

(d) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.

(e) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

Section 6.2. Notice of Defaults.

Within 90 days after actual knowledge by a Responsible Officer of the Trustee of the occurrence of any default hereunder with respect to the Securities of any series, the Trustee shall transmit by mail to all Holders of Securities of such series, as their names and addresses appear in the Securities Register, notice of such default, unless such default shall have been cured or waived; provided , however , that, except in the case of a default in the payment of the principal of (or premium, if any) or interest (including any Additional Interest) on any Security of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determines that the withholding of such notice is in the interests of the Holders of Securities of such series; and provided,

further , that, in the case of any default of the character specified in Section 5.1(3), no such notice to Holders of Securities of such series shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event that is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.

Section 6.3. Certain Rights of Trustee.

Subject to the provisions of Section 6.1:

(a) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, Security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request or direction of the Corporation mentioned herein shall be sufficiently evidenced by a Corporation Request or Corporation Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may request and, in the absence of bad faith on its part, rely upon an Officers’ Certificate;

(d) the Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction;

(f) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, indenture, Security or other paper or document, but the Trustee in its discretion may make such inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such inquiry or investigation, it shall be entitled to examine the books, records and premises of the Corporation, personally or by agent or attorney;

(g) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(h) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

(i) the Trustee shall not be charged with knowledge of any default or Event of Default with respect to the Securities unless either (i) a Responsible Officer assigned to the Corporate Trust Department of the Trustee (or any successor division or department of the Trustee) shall have actual knowledge of such default or Event of Default or (ii) written notice of such default or Event of Default shall have been given to the Trustee by the Company or by any Holder of Securities; and

(j) the right of the Trustee to perform any discretionary act enumerated or contemplated in this Indenture or other related documents shall not be construed as a duty.

Section 6.4. Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Corporation, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity, sufficiency or priority of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Corporation of the Securities or the proceeds thereof.

Section 6.5. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Securities Registrar or any other agent of the Corporation, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.8 and 6.13, may otherwise deal with the Corporation with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Securities Registrar or such other agent.

Section 6.6. Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Corporation.

Section 6.7. Compensation and Reimbursement.

The Corporation agrees to:

(1) pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder in such amounts as the Corporation and the Trustee shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2) reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and

(3) indemnify the Trustee and its directors, officers, employees and agents (collectively with the Trustee, the “Indemnitees”) for, and to hold them harmless against, any loss, liability or expense, including without limitation damages, fines, suits, actions, demands, penalties, costs, out-of-pocket or incidental expenses, reasonable legal fees and expenses and the costs and expenses of defending or preparing to defend against any claim (collectively, “Losses”), that may be imposed on or incurred by any Indemnitee for or in respect of the Trustee’s (i) execution and delivery of this Indenture, (ii) compliance or attempted compliance with or reliance upon any instruction or other direction upon which the Trustee is authorized to rely pursuant to the terms of this Indenture and (iii) performance under this Indenture,

except in each case to the extent that the Loss resulted from the Trustee’s or such Indemnitee’s negligence or willful misconduct. As security for the performance of the obligations of the Guarantor under this paragraph (3), the Trustee shall have a lien prior to the Securities upon all the property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of, and premium (if any) or interest on, particular obligations of the Corporation under this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 5.1(4) or 5.1(5) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under the Bankruptcy Reform Act of 1978 or any successor statute.

Section 6.8. Disqualification; Conflicting Interests.

(a) The Trustee for the Securities of any series issued hereunder shall be subject to the provisions of Section 310(b) of the Trust Indenture Act. Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the second to last paragraph of said Section 310(b).

(b) The Trust Agreement and the Guarantee Agreement with respect to each Issuer Trust shall be deemed to be specifically described in this Indenture for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.

Section 6.9. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be:

(a) a corporation organized and doing business under the laws of the United States of America or of any State or Territory or the District of Columbia, authorized under such laws to exercise corporate trust powers and subject to supervision or examination by Federal, State, Territorial or District of Columbia authority, or

(b) a corporation or other Person organized and doing business under the laws of a foreign government that is permitted to act as Trustee pursuant to a rule, regulation or order of the Commission, authorized under such laws to exercise corporate trust powers, and subject to supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent to supervision or examination applicable to United States institutional trustees, in either case having a combined capital and surplus of at least $50,000,000, subject to supervision or examination by Federal or State authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Section 6.9, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 6.9, it shall resign immediately in the manner and with the effect hereinafter specified in this Article VI. Neither the Corporation nor any Person directly or indirectly controlling, controlled by or under common control with the Corporation shall serve as Trustee for the Securities of any series issued hereunder.

Section 6.10. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article VI shall become effective until the acceptance of appointment by the successor Trustee under Section 6.11.

(b) The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Corporation. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

(c) The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Corporation.

(d) If at any time:

(i) the Trustee shall fail to comply with Section 6.8 after written request therefor by the Corporation or by any Holder who has been a bona fide Holder of a Security for at least six months, or

(ii) the Trustee shall cease to be eligible under Section 6.9 and shall fail to resign after written request therefor by the Corporation or by any such Holder, or

(iii) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Corporation, acting pursuant to the authority of a Board Resolution, may remove the Trustee with respect to the Securities of all series issued hereunder, or (ii) subject to Section 5.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of such Holder and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to the Securities of all series issued hereunder and the appointment of a successor Trustee or Trustees.

(e) If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause with respect to the Securities of one or more series, the Corporation, by a Board Resolution, shall promptly appoint a successor Trustee with respect to the Securities of that or those series. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in aggregate principal amount of the Outstanding Securities of such series delivered to the Corporation and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee with respect to the Securities of such series and supersede the successor Trustee appointed by the Corporation. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Corporation or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, subject to Section 5.14, on behalf of such Holder and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

(f) The Corporation shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Securities of such series as their names and addresses appear in the Securities Register. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

Section 6.11. Acceptance of Appointment by Successor.

(a) In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Corporation and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Corporation or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

(b) In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Corporation, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which ( 1 ) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, ( 2 ) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to

be vested in the retiring Trustee, and ( 3 ) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Corporation or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

(c) Upon request of any such successor Trustee, the Corporation shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all rights, powers and trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

(d) No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

Section 6.12. Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding by sale or otherwise to all or substantially all of

the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion, sale or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated, and in case any Securities shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor Trustee or in the name of such successor Trustee, and in all cases the certificate of authentication shall have the full force which it is provided anywhere in the Securities or in this Indenture that the certificate of the Trustee shall have.

Section 6.13. Preferential Collection of Claims Against Corporation.

If and when the Trustee shall be or become a creditor of the Corporation (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Corporation (or any such other obligor).

Section 6.14. Appointment of Authenticating Agent.

The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities, which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Corporation and shall at all times be a corporation organized and doing business under the laws of the United States of America, or of any State or Territory thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding by sale or otherwise to all or substantially all of the corporate trust business of an Authenticating Agent shall be the successor Authenticating Agent hereunder, provided such corporation shall be otherwise eligible

under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Corporation. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Corporation. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent, which shall be acceptable to the Corporation and shall give notice of such

appointment in the manner provided in Section 1.6 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provision of this Section.

The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.7.

If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:

This is one of the Securities of the series designated therein referred to in the within mentioned Indenture.

Dated:

J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION,
As Trustee
By:	,
	As Authenticating Agent
By:	,
	As Authorized Officer

ARTICLE VII

HOLDER’S LISTS AND REPORTS BY TRUSTEE AND CORPORATION

Section 7.1. Corporation to Furnish Trustee Names and Addresses of Holders.

The Corporation will furnish or cause to be furnished to the Trustee:

(a) semi-annually, on or before June 30 and December 31 of each year, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of a date not more than 15 days prior to the delivery thereof, and

(b) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Corporation of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished,

in each case to the extent such information is in the possession or control of the corporation and has not otherwise been received by the Trustee in its capacity as Securities Registrar.

Section 7.2. Preservation of Information, Communications to Holders.

(a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as Securities Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so furnished.

(b) The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided in the Trust Indenture Act.

(c) Every Holder of Securities, by receiving and holding the same, agrees with the Corporation and the Trustee that neither the Corporation nor the Trustee nor any agent of either of them shall be held accountable by reason of the disclosure of information as to the names and addresses of the Holders made pursuant to the Trust Indenture Act.

Section 7.3. Reports by Trustee.

(a) The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act, at the times and in the manner provided pursuant thereto.

(b) Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted no later than January 31 in each calendar year, commencing with January 31, after the first issuance of Securities under this Indenture.

(c) A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each securities exchange upon which any Securities are listed and also with the Commission. The Corporation will notify the Trustee when any Securities are listed on any securities exchange.

Section 7.4. Reports by Corporation.

The Corporation shall file with the Trustee and with the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided in the Trust Indenture Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is required to be filed with the Commission. Notwithstanding that the Corporation may not be required to remain subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Corporation shall continue to file with the Commission and provide the Trustee with the annual reports and the information, documents and other reports which are specified in Sections 13 and 15(d) of the Exchange Act. The Corporation also shall comply with the other provisions of Trust Indenture Act Section 314(a). Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein, including the Corporation’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.1. Corporation May Consolidate, Etc., Only on Certain Terms.

The Corporation shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Corporation or convey, transfer or lease its properties and assets substantially as an entirety to the Corporation, unless:

(1) if the Corporation shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the corporation formed by such consolidation or into which the Corporation is merged or the Person that acquires by conveyance or transfer, or that leases, the properties and assets of the Corporation substantially as an entirety shall be a corporation, partnership or trust organized and existing under the laws of the United States of America or any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest (including any Additional Interest) on all the Securities of every series and the performance of every covenant of this Indenture on the part of the Corporation to be performed or observed;

(2) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would constitute an Event of Default, shall have happened and be continuing; and

(3) in the case of a transaction covered by clause (1) above, the Corporation has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and any such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Trustee, subject to Section 6.1, may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 8.1.

Section 8.2. Successor Corporation Substituted.

Upon any consolidation or merger by the Corporation with or into any other Person, or any conveyance, transfer or lease by the Corporation of its properties and assets substantially as an entirety to any Person in accordance with Section 8.1, the successor corporation formed by such consolidation or into which the Corporation is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Corporation under this Indenture with the same effect as if such successor Person had been named as the Corporation herein; and in the event of any such conveyance, transfer or lease the Corporation shall be discharged from all obligations and covenants under this Indenture and the Securities.

Such successor Person may cause to be executed, and may issue either in its own name or in the name of the Corporation, any or all of the Securities issuable hereunder that theretofore shall not have been signed by the Corporation and delivered to the Trustee; and, upon the order of such successor Person instead of the Corporation and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver any Securities that previously shall have been signed and delivered by the officers of the Corporation to the Trustee for authentication pursuant to such provisions and any Securities that such successor Person thereafter shall cause to be executed and

delivered to the Trustee on its behalf for the purpose pursuant to such provisions. All the Securities so issued shall in all respects have the same legal rank and benefit under this Indenture as the Securities theretofore or thereafter issued in accordance with the terms of this Indenture.

In case of any such consolidation, merger, sale, conveyance or lease, such changes in phraseology and form may be made in the Securities thereafter to be issued as may be appropriate.

Section 8.3. Opinion of Counsel to be Given to the Trustee.

The Trustee shall be provided and, subject to Sections 6.1 and 6.2, shall be fully protected in relying upon Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance or lease and any such assumption complies with the provisions of this Article.

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.1. Supplemental Indentures without Consent of Holders.

Without the consent of any Holders, the Corporation, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the Corporation, and the assumption by any such successor of the covenants of the Corporation herein and in the Securities contained; or

(2) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee or to surrender any right or power herein conferred upon the Corporation; or

(3) to establish the form or terms of Securities of any series as permitted by Sections 2.1 or 3.1; or

(4) to add to the covenants of the Corporation for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of the series specified) or to surrender any right or power herein conferred upon the Corporation; or

(5) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of the series specified); or

(6) to change or eliminate any of the provisions of this Indenture, provided that any such change or elimination shall (a) become effective only when there is no Security Outstanding of any series created prior to the execution of such supplemental indenture that is entitled to the benefit of such provision or (b) not apply to any Outstanding Securities; or

(7) to cure any ambiguity, to correct or supplement any provision herein that may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this clause (7) shall not adversely affect the interest of the Holders of Securities of any series in any material respect or, in the case of the Securities of a series issued to an Issuer Trust and for so long as any of the corresponding series of Preferred Securities issued by such Issuer Trust shall remain outstanding, the holders of such Preferred Securities; or

(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11(b); or

(9) to comply with the requirements of the Commission in order to effect or maintain qualification of this Indenture under the Trust Indenture Act.

Section 9.2. Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Corporation and the Trustee, the Corporation, when authorized by a Board Resolution, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided , however , that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security of each series affected thereby,

(1) change the Stated Maturity of the principal of, or any installment of interest (including any Additional Interest) on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or change the manner in calculating the rate of interest thereon, or reduce the amount of principal of a Discount Security that would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change the place of payment where, or the coin or currency in which, any Security or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or

(2) reduce the percentage in aggregate principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or

(3) modify any of the provisions of this Section, Section 5.13 or Section 10.5, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Security affected thereby;

provided , further , that, in the case of the Securities of a series issued to an Issuer Trust, so long as any of the corresponding series of Preferred Securities issued by such Issuer Trust remains outstanding, (i) no such amendment shall be made that adversely affects the holders of such Preferred Securities in any material respect, and no termination of this Indenture shall occur, and no waiver of any Event of Default or compliance with any covenant under this Indenture shall be effective, without the prior consent of the holders of at least a majority of the aggregate Liquidation Amount (as defined in the related Trust Agreement) of such Preferred Securities then outstanding unless and until the principal of (and premium, if any, on) the Securities of such series and all accrued and (subject to Section 3.8 and Section 3.12) unpaid interest (including any Additional Interest) thereon have been paid in full, and (ii) no amendment shall be made to Section 5.8 of this Indenture that would impair the rights of the holders of Preferred

Securities issued by any Issuer Trust provided therein without the prior consent of the holders of each such Capital Security then outstanding unless and until the principal of (and premium, if any, on) the Securities of such series and all accrued and (subject to Section 3.8 and Section 3.12) unpaid interest (including any Additional Interest) thereon have been paid in full.

A supplemental indenture that changes or eliminates any covenant or other provision of this Indenture that has expressly been included solely for the benefit of one or more particular series of Securities or any corresponding series of Preferred Securities of an Issuer Trust that holds the Securities of any series, or that modifies the rights of the Holders of Securities of such series or holders of such Preferred Securities of such corresponding series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series or holders of Preferred Securities of any other such corresponding series.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

Section 9.3. Execution of Supplemental Indentures.

In executing or accepting the additional trusts created by any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Officers’ Certificate and an Opinion of Counsel stating that the execution of such

supplemental indenture is authorized or permitted by this Indenture, and that all conditions precedent herein provided for relating to such action have been complied with. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

Section 9.4. Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

Section 9.5. Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.

Section 9.6. Reference in Securities to Supplemental Indentures.

Securities authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Corporation, bear a notation in form approved by the Corporation as to any matter provided for in such supplemental indenture. If the Corporation shall so determine, new Securities of any series so modified as to conform, in the opinion of the Corporation, to any such supplemental indenture may be prepared and executed by the Corporation and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

Section 9.7. Notice of Supplemental Indentures.

Promptly after the execution by the Corporation and the appropriate Trustee of any supplemental indenture to Section 9.2, the Corporation shall transmit by mail to all Holders of any series of the securities affected thereby, as their name and addresses appear in the Securities Registrar, a notice setting forth in general terms the substance of each supplemental indenture.

ARTICLE X

COVENANTS

Section 10.1. Payment of Principal, Premium and Interest.

The Corporation covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of (and premium, if any) and interest (including any Additional Interest) on the Securities of that series in accordance with the terms of such Securities and this Indenture.

Section 10.2. Maintenance of Office or Agency.

The Corporation will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Corporation in respect of the Securities of that series and this Indenture may be served. The Corporation initially appoints the Trustee, acting through its Corporate Trust Office, as its agent for said purposes. The Corporation will give prompt written notice to the Trustee of any change in the location of any such office or agency. If at any time the Corporation shall fail to maintain such office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Corporation hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Corporation may also from time to time designate one or more other offices or agencies where the Securities may be presented or surrendered for any or all of such purposes, and may from time to time rescind such designations; provided , however , that no such designation or rescission shall in any manner relieve the Corporation of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Corporation will give prompt written notice to the Trustee of any such designation and any change in the location of any such office or agency.

Section 10.3. Money for Security Payments to be Held in Trust.

If the Corporation shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any, on) or interest on any of the Securities of such series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so

becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided, and will promptly notify the Trustee of its failure so to act.

Whenever the Corporation shall have one or more Paying Agents, it will, prior to 10:00 a.m., New York City time, on each due date of the principal of (or premium, if any) or interest (including any Additional Interest) on any Securities, deposit with a Paying Agent a sum sufficient to pay the principal

(and premium, if any) or interest (including any Additional Interest) so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal (and premium, if any) or interest (including any Additional Interest), and (unless such Paying Agent is the Trustee) the Corporation will promptly notify the Trustee of its failure so to act.

The Corporation will cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

(1) hold all sums held by it for the payment of the principal of (and premium, if any) or interest (including any Additional Interest) on the Securities of a series in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(2) give the Trustee notice of any default by the Corporation (or any other obligor upon such Securities) in the making of any payment of principal (and premium, if any) or interest (including any Additional Interest) in respect of any Security of any series;

(3) at any time during the continuance of any default with respect to a series of Securities, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent with respect to such series; and

(4) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent.

The Corporation may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Corporation Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Corporation or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Corporation or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the Corporation in trust for the payment of the principal of (and premium, if any) or interest (including any Additional Interest) on any Security and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be paid on Corporation Request to the Corporation, or (if then held by the Corporation) shall (unless otherwise required by mandatory provision of applicable escheat or abandoned or unclaimed property law) be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Corporation for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Corporation as trustee thereof, shall thereupon cease; provided , however , that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Corporation cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Corporation.

Section 10.4. Statement as to Compliance.

The Corporation shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Corporation ending after the date hereof, an Officers’ Certificate covering the preceding calendar year, stating whether or not to the best knowledge of the signers thereof the Corporation is in default in the performance, observance or fulfillment of or compliance with any of the terms, provisions, covenants and conditions of this Indenture, and if the Corporation shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. For the purpose of this Section 10.4, compliance shall be determined without regard to any grace period or requirement of notice provided pursuant to the terms of this Indenture.

Section 10.5. Waiver of Certain Covenants.

Subject to the rights of holders of Preferred Securities specified in Section 9.2, if any, the Corporation may omit in any particular instance to comply with any covenant or condition provided pursuant to Section 3.1, 9.1(3) or 9.1(4) with respect to the Securities of any series, if before or after the time for such compliance the Holders of at least a majority in aggregate principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or

generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Corporation in respect of any such covenant or condition shall remain in full force and effect.

Section 10.6. Additional Sums.

In the case of the Securities of a series initially issued to an Issuer Trust, so long as no Event of Default has occurred and is continuing and except as otherwise specified as contemplated by Section 2.1 or Section 3.1, if (i) an Issuer Trust is the Holder of all of the Outstanding Securities of such series, and (ii) a Tax Event has occurred and is continuing in respect of such Issuer Trust, the Corporation shall pay to such Issuer Trust (and its permitted successors or assigns under the related Trust Agreement) for so long as such Issuer Trust (or its permitted successor or assignee) is the registered holder of the Outstanding Securities of such series, such additional sums as may be necessary in order that the amount of Distributions (including any Additional Amounts (as defined in such Trust Agreement)) then due and payable by such Issuer Trust on the related Preferred Securities and Common Securities that at any time remain outstanding in accordance with the terms thereof shall not be reduced as a result of any Additional Taxes arising from such Tax Event (the “Additional Sums” ). Whenever in this Indenture or the Securities there is a reference in any context to the payment of principal of or interest on the Securities, such mention shall be deemed to include mention of the payments of the Additional Sums provided for in this paragraph to the extent that, in such context, Additional Sums are, were or would be payable in respect thereof pursuant to the provisions of this paragraph and express mention of the payment of Additional Sums (if applicable) in any provisions hereof shall not be construed as excluding Additional Sums in those provisions hereof where such express mention is not made; provided , however , that the deferral of the payment of interest pursuant to Section 3.12 or the Securities shall not defer the payment of any Additional Sums that may be due and payable.

Section 10.7. Additional Covenants.

The Corporation covenants and agrees with each Holder of Securities of each series that it shall not (x) declare or pay any dividends or distributions on, or redeem purchase, acquire or make a liquidation payment with respect to, any shares of the Corporation’s capital stock, or (y) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt

securities of the Corporation that rank pari passu in all respects with or junior in interest to the Securities of such series (other than (a) repurchases, redemptions or other acquisitions of shares of capital stock of the Corporation in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants, in connection with a dividend reinvestment or stockholder stock purchase plan or in connection with the issuance of capital stock of the Corporation (or securities convertible into or exercisable for such capital stock) as consideration in an acquisition transaction entered into prior to the applicable Extension Period, (b) as a result of an exchange or conversion of any class or series of the Corporation’s capital stock (or any capital stock of a Subsidiary of the Corporation) for any class or series of the Corporation’s capital stock or of any class or series of the Corporation’s indebtedness for any class or series of the Corporation’s capital stock, (c) the purchase of fractional interests in shares of the Corporation’s capital stock pursuant to the conversion or exchange provisions of such capital stock or the security being converted or exchanged, (d) any declaration of a dividend in connection with any Rights Plan, or the issuance of rights, stock or other property under any Rights Plan, or the redemption or repurchase of rights pursuant thereto, or (e) any dividend in the form of stock, warrants, options or other rights where the dividend stock or the stock issuable upon exercise of such warrants, options or other rights is the same stock as that on which the dividend is being paid or ranks pari passu with or junior to such stock) if at such time (i) there shall have occurred any event (A) of which the Corporation has actual knowledge that with the giving of notice or the lapse of time, or both, would constitute an Event of Default with respect to the Securities of such series, and (B) which the Corporation shall not have taken reasonable steps to cure, (ii) if the Securities of such series are held by an Issuer Trust, the Corporation shall be in default with respect to its payment of any obligations under the Guarantee Agreement relating to the Preferred Securities issued by such Issuer Trust, or (iii) the Corporation shall have given notice of its election to begin an Extension Period with respect to the Securities of such series as provided herein and shall not have rescinded such notice, or such Extension Period, or any extension thereof, shall be continuing.

The Corporation also covenants with each Holder of Securities of a series issued to an Issuer Trust (i) to hold, directly or indirectly, 100% of the Common Securities of such Issuer Trust, provided that any permitted successor of the Corporation hereunder may succeed to the Corporation’s ownership of such Common Securities, (ii) as holder of such Common Securities, not to voluntarily terminate, wind-up or liquidate such Issuer Trust, other than (a) in connection with a distribution of the Securities of such series to the holders of the related Preferred Securities in liquidation of such Issuer Trust, or (b) in connection with certain mergers, consolidations or amalgamations permitted by the related Trust Agreement, and (iii) to use its reasonable efforts, consistent with the terms and provisions of such Trust Agreement, to cause such Issuer Trust to continue not to be taxable as a corporation for United States federal income tax purposes.

Section 10.8. Original Issue Discount.

For each year during which any Securities that were issued with original issue discount are Outstanding, the Corporation shall furnish to each Paying Agent in a timely fashion such information as may be reasonably requested by each Paying Agent in order that each Paying Agent may prepare the information which it is required to report for such year on Internal Revenue Service Forms 1096 and 1099 pursuant to Section 6049 of the Internal Revenue Code of 1986, as amended. Such information shall include the amount of original issue discount includible in income for each $25 of principal amount at Stated Maturity of outstanding Securities during such year.

ARTICLE XI

REDEMPTION OF SECURITIES

Section 11.1. Applicability of This Article.

Redemption of Securities of any series (whether by operation of a sinking fund or otherwise) as permitted or required by any form of Security issued pursuant to this Indenture shall be made in accordance with such form of Security and this Article; provided , however , that if any provision of any such form of Security shall conflict with any provision of this Article, the provision of such form of Security shall govern. Except as otherwise set forth in the form of Security for such series, each Security of a series shall be subject to partial redemption only in the amount of $25 or any integral multiples thereof.

Section 11.2. Election to Redeem; Notice to Trustee.

The election of the Corporation to redeem any Securities shall be evidenced by or pursuant to a Board Resolution. In case of any redemption at the election of the Corporation, the Corporation shall, at least 45 days prior to the Redemption Date (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee and, in the case of Securities of a series held by an Issuer Trust, the Property Trustee under the related Trust Agreement, of such date and of the principal amount of Securities of the applicable series to be redeemed and provide the additional information required to be included in the notice or notices contemplated by Section 11.4; provided that in the case of any series of Securities initially issued to an Issuer Trust, for so long as such Securities are held by such Issuer Trust, such notice shall be given not less than 45 nor more than 75 days prior to such Redemption Date (unless a shorter notice shall be satisfactory to the Property Trustee under the related Trust Agreement). In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities, the Corporation shall furnish the Trustee with an Officers’ Certificate and an Opinion of Counsel evidencing compliance with such restriction.

Section 11.3. Selection of Securities to be Redeemed.

If less than all the Securities of any series are to be redeemed, the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.

The Trustee shall promptly notify the Corporation in writing of the Securities selected for partial redemption and the principal amount thereof to be redeemed. For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Security redeemed or to be redeemed only in part, to the portion of the principal amount of such Security that has been or is to be redeemed. If the Company shall so direct, Securities registered in the name of the Company, any Affiliate or any Subsidiary thereof shall not be included in the Securities selected for redemption.

Section 11.4. Notice of Redemption.

Notice of redemption shall be given by first-class mail, postage prepaid, mailed not later than the thirtieth day, and not earlier than the sixtieth day, prior to the Redemption Date, to each Holder of Securities to be redeemed, at the address of such Holder as it appears in the Securities Register, provided that in the case of any series of Securities initially issued to an Issuer Trust, for so long as such Securities are held by such Issuer Trust, such notice shall be given not less than 45 nor more than 75 days prior to such Redemption Date (unless a shorter notice shall be satisfactory to the Property Trustee under the related Trust Agreement).

With respect to Securities of each series to be redeemed, each notice of redemption shall state:

(a) the Redemption Date;

(b) the Redemption Price or, if the Redemption Price cannot be calculated prior to the time the notice is required to be sent, the estimate of the Redemption Price together with a statement that it is an estimate and that the actual Redemption Price will be calculated on the third Business Day prior to the Redemption Date (and if an estimate is provided, a further notice shall be sent of the actual Redemption Price on the date that such Redemption Price is calculated);

(c) if less than all Outstanding Securities of such particular series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the particular Securities to be redeemed;

(d) that on the Redemption Date, the Redemption Price will become due and payable upon each such Security or portion thereof, and that interest (including any Additional Interest) thereon, if any, shall cease to accrue on and after said date;

(e) the place or places where such Securities are to be surrendered for payment of the Redemption Price;

(f) that the redemption is for a sinking fund, if such is the case; and

(g) such other provisions as may be required in respect of the terms of a particular series of Securities.

Notice of redemption of Securities to be redeemed at the election of the Corporation shall be given by the Corporation or, at the Corporation’s request, by the Trustee in the name and at the expense of the Corporation and shall be irrevocable. The notice if mailed in the manner provided above shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice. In any case, a failure to give such notice by mail or any defect in the notice to the Holder of any Security designated for redemption as a whole or in part shall not affect the validity of the proceedings for the redemption of any other Security.

Section 11.5. Deposit of Redemption Price.

Prior to 10:00 a.m., New York City time, on the Redemption Date specified in the notice of redemption given as provided in Section 11.4, the Corporation will deposit with the Trustee or with one or more Paying Agents (or if the Corporation is acting as its own Paying Agent, the Corporation will segregate and hold in trust as provided in Section 10.3) an amount of money sufficient to pay the Redemption Price of, and any accrued interest (including any Additional Interest) on, all the Securities (or portions thereof) that are to be redeemed on that date.

Section 11.6. Payment of Securities Called for Redemption.

If any notice of redemption has been given as provided in Section 11.4, the Securities or portion of Securities with respect to which such notice has been given shall become due and payable on the date and at the place or places stated in such notice at the applicable Redemption Price, together with accrued interest (including any Additional Interest) to the Redemption Date. On presentation and surrender of such Securities at a Place of Payment in said notice specified, the said Securities or the specified portions thereof shall be paid and redeemed by the Corporation at the applicable Redemption Price, together with accrued interest (including any Additional Interest) to the Redemption Date; provided , however , that, unless otherwise specified as contemplated by Section 3.1, installments of interest (including any Additional Interest) whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant record dates according to their terms and the provisions of Section 3.8.

Upon presentation of any Security redeemed in part only, the Corporation shall execute and the Trustee shall authenticate and deliver to the Holder thereof, at the expense of the Corporation, a new Security or Securities of the same series, of authorized denominations, in aggregate principal amount equal to the unredeemed portion of the Security so presented and having the same Original Issue Date, Stated Maturity and terms. If a Global Security is so surrendered, such new Security will also be a new Global Security.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal of and premium, if any, on such Security shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.

Section 11.7. Right of Redemption of Securities Initially Issued to an Issuer Trust.

In the case of the Securities of a series initially issued to an Issuer Trust, except as otherwise specified as contemplated by Section 3.1, the Corporation, at its option, may redeem such Securities (i) on or after the date specified in such Security, in whole at any time or in part from time to time, or (ii) upon the occurrence and during the continuation of a Tax Event or a Capital Treatment Event, at any time within 90 days following the occurrence and during the continuation of such Tax Event or Capital Treatment Event, in whole (but not in part), in each case at a Redemption Price of 100% unless specified in such Security, together with accrued interest (including any Additional Interest) to the Redemption Date; provided that the Corporation’s right to redeem such Securities pursuant to clause (i) or (ii) above is subject to the Corporation having received the prior approval of the Board of

Governors of the Federal Reserve System if required under applicable capital guidelines or policies of the Board of Governors of the Federal Reserve System.

If less than all the Securities of any such series are to be redeemed, the aggregate principal amount of such Securities remaining Outstanding after giving effect to such redemption shall be sufficient to satisfy any provisions of the Trust Agreement related to the Issuer Trust to which such Securities were issued, including any requirement in such Trust Agreement as to the minimum Liquidation Amount (as defined in such Trust Agreement) of Preferred Securities that may be held by a holder of Preferred Securities thereunder.

ARTICLE XII

SINKING FUNDS

Section 12.1. Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 3.1 for such Securities.

The minimum amount of any sinking fund payment provided for by the terms of any Securities of any series is herein referred to as a “mandatory sinking fund payment” , and any sinking fund payment in excess of such minimum amount that is permitted to be made by the terms of such Securities of any series is herein referred to as an “optional sinking fund payment” . If provided for by the terms of any Securities of any series, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.2. Each sinking fund payment shall be applied to the redemption of Securities of any series as provided for by the terms of such Securities.

Section 12.2. Satisfaction of Sinking Fund Payments with Securities.

In lieu of making all or any part of a mandatory sinking fund payment with respect to any Securities of a series in cash, the Corporation may at its option, at any time no more than 16 months and no less than 45 days prior to the date on which such sinking fund payment is due, deliver to the Trustee Securities of such series (together with the unmatured coupons, if any, appertaining thereto) theretofore purchased or otherwise acquired by the Corporation, except Securities of such series that have been redeemed through the application of mandatory or optional sinking fund payments pursuant to the terms of the Securities of such series, accompanied by a Corporation Order instructing the Trustee to credit such obligations and stating that the Securities of such series were originally issued by the Corporation by way of bona fide sale or other negotiation for value; provided that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the redemption price for such Securities, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

Section 12.3. Redemption of Securities for Sinking Fund.

Not less than 45 days prior to each sinking fund payment date for any series of Securities, the Corporation will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash in the currency in which the Securities of such series are payable (except as provided pursuant to Section 3.1) and the portion thereof, if any, that is to be satisfied by delivering and crediting Securities pursuant to Section 12.2 and will also deliver to the Trustee any Securities to be so delivered. Such Officers’ Certificate shall be irrevocable and upon its delivery the Corporation shall be obligated to make the cash payment or payments therein referred to, if any, on or before the succeeding sinking fund payment date. In the case of the failure of the Corporation to deliver such Officers’ Certificate (or, as required by this Indenture, the Securities and coupons, if any, specified in such Officers’ Certificate) by the due date therefor, the sinking fund payment due on the succeeding sinking fund payment date for such series shall be paid entirely in cash and shall be sufficient to redeem the principal amount of the Securities of such series subject to a mandatory sinking fund payment without the right to deliver or credit securities as provided in Section 12.2 and without the right to make the optional sinking fund payment with respect to such series at such time.

Any sinking fund payment or payments (mandatory or optional) made in cash plus any unused balance of any preceding sinking fund payments made with respect to the Securities of any particular series shall be applied by the Trustee (or by the Corporation if the Corporation is acting as its own Paying Agent) on the sinking fund payment date on which such payment is made (or, if such payment is made before a sinking fund payment date, on the sinking fund payment date immediately following the date of such payment) to the redemption of Securities of such series at the Redemption Price specified in such Securities with respect to the sinking fund. Any and all sinking fund moneys with respect to the Securities of any particular series held by the Trustee (or if the Corporation is acting as its own Paying Agent, segregated and held in trust as provided in Section 10.3) on the last sinking fund payment date with respect to Securities of such series and not held for the payment or redemption of particular Securities of such series shall be applied by the Trustee (or by the Corporation if the Corporation is acting as its own Paying Agent), together with other moneys, if necessary, to be deposited (or segregated) sufficient for the purpose, to the payment of the

principal of the Securities of such series at Maturity. The Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Corporation in the manner provided in Section 11.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Section 11.6. On or before each sinking fund payment date, the Corporation shall pay to the Trustee (or, if the Corporation is acting as its own Paying Agent, the Corporation shall segregate and hold in trust as provided in Section 10.3) in cash a sum in the currency in which Securities of such series are payable (except as provided pursuant to Section 3.1) equal to the principal (and premium, if any) and any interest (including any Additional Interest) accrued to the Redemption Date for Securities or portions thereof to be redeemed on such sinking fund payment date pursuant to this Section 12.3.

Neither the Trustee nor the Corporation shall redeem any Securities of a series with sinking fund moneys or mail any notice of redemption of Securities of such series by operation of the sinking fund for such series during the continuance of a default in payment of interest, if any, on any Securities of such series or of any Event of Default (other than an Event of Default occurring as a consequence of this paragraph) with respect to the Securities of such series, except that if the notice of redemption shall have been provided in accordance with the provisions hereof, the Trustee (or the Corporation, if the Corporation is then acting as its own Paying Agent) shall redeem such Securities if cash sufficient for that purpose shall be deposited with the Trustee (or segregated by the Corporation) for that purpose in accordance with the terms of this Article XII. Except as aforesaid, any moneys in the sinking fund for such series at the time when any such default or Event of Default shall occur and any moneys thereafter paid into such sinking fund shall, during the continuance of such default or Event of Default, be held as security for the payment of the Securities and coupons, if any, of such series; provided , however , that in case such default or Event of Default shall have been cured or waived herein, such moneys shall thereafter be applied on the next sinking fund payment date for the Securities of such series on which such moneys may be applied pursuant to the provisions of this Section 12.3.

ARTICLE XIII

SUBORDINATION OF SECURITIES

Section 13.1. Securities Subordinate to Senior Indebtedness.

The Corporation covenants and agrees, and each Holder of a Security, by its acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article, the payment of the principal of (and premium, if any) and interest (including any Additional Interest) on each and all of the Securities of each and every series are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness.

Section 13.2. No Payment When Senior Indebtedness in Default; Payment Over of Proceeds Upon Dissolution, Etc.

If the Corporation shall default in the payment of any principal of (or premium, if any), interest on or any other amount payable on any Senior Indebtedness when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration of acceleration or otherwise, then, upon written notice of such default to the Corporation by the holders of Senior Indebtedness or any trustee therefor, unless and until such default shall have been cured or waived or shall have ceased to exist, no direct or indirect payment (in cash, property, securities, by set-off or otherwise) shall be made or agreed to be made on account of the principal of (or premium, if any) or interest (including any Additional Interest) on any of the Securities, or in respect of any redemption, repayment, retirement, purchase or other acquisition of any of the Securities.

In the event of (a) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceedings relating to the Corporation, its creditors or its property, (b) any proceeding for the liquidation, dissolution or other winding up of the Corporation, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) any assignment by the Corporation for the benefit of creditors or (d) any other marshalling of the assets of the Corporation (each such event, if any, herein sometimes referred to as a “Proceeding” ), all Senior Indebtedness (including any interest thereon accruing after the commencement of any such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any Holder of any of the Securities on account thereof. Any payment or distribution, whether in cash, securities or other property (other than securities of the Corporation or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), which would otherwise (but for these subordination provisions) be payable or deliverable in respect of the Securities of any series shall be paid or delivered directly to the holders of Senior Indebtedness in accordance with the priorities then existing among such holders until all Senior Indebtedness (including any interest thereon accruing after the commencement of any Proceeding) shall have been paid in full.

In the event of any Proceeding, after payment in full of all sums owing with respect to Senior Indebtedness, the Holders of the Securities, together with the holders of any obligations of the Corporation ranking on a parity with the Securities (which for this purpose only shall include the Allocable Amounts of Senior Subordinated Debt), shall be entitled to be paid from the remaining assets of the Corporation the amounts at the time due and owing on account of unpaid principal of (and premium, if any) and interest on the Securities and such other obligations before any payment or other distribution, whether in cash, property or otherwise, shall be made on account of any capital stock or any obligations of the Corporation ranking junior to the Securities and such other obligations. If, notwithstanding the foregoing, any payment or distribution of any character or any security, whether in cash, securities or other property (other than securities of the Corporation or any other corporation provided for by a plan of reorganization or readjustment the payment of which is subordinate, at least to the extent provided in these subordination provisions with respect to the indebtedness evidenced by the Securities, to the payment of all Senior Indebtedness at the time outstanding and to any securities issued in respect thereof under any such plan of reorganization or readjustment), shall be received by the Trustee or any Holder in contravention of any of the terms hereof and before all Senior Indebtedness shall have been paid in full, such payment or distribution or security shall be received in trust for the benefit of, and shall be paid over

or delivered and transferred to, the holders of the Senior Indebtedness at the time outstanding in accordance with the priorities then existing among such holders for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all such Senior Indebtedness in full. In the event of the failure of the Trustee or any Holder to endorse or assign any such payment, distribution or security, each holder of Senior Indebtedness is hereby irrevocably authorized to endorse or assign the same.

The Trustee and the Holders shall take such action (including, without limitation, the delivery of this Indenture to an agent for the holders of Senior Indebtedness or consent to the filing of a financing statement with respect hereto) as may, in the opinion of counsel designated by the holders of a majority in principal amount of the Senior Indebtedness at the time outstanding, be necessary or appropriate to assure the effectiveness of the subordination effected by these provisions.

The provisions of this Section 13.2 shall not impair any rights, interests, remedies or powers of any secured creditor of the Corporation in respect of any security interest the creation of which is not prohibited by the provisions of this Indenture.

The securing of any obligations of the Corporation, otherwise ranking on a parity with the Securities or ranking junior to the Securities, shall not be deemed to prevent such obligations from constituting, respectively, obligations ranking on a parity with the Securities or ranking junior to the Securities.

Section 13.3. Payment Permitted If No Default.

Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities shall prevent (a) the Corporation, at any time, except during the pendency of the conditions described in the first paragraph of Section 13.2 or of any Proceeding referred to in Section 13.2, from making payments at any time of principal of (and premium, if any) or interest (including any Additional Interest) on the Securities, or (b) the application by the Trustee of any moneys deposited with it hereunder to the payment of or on account of the principal of (and premium, if any) or interest (including any Additional Interest) on the Securities or the retention of such payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge that such payment would have been prohibited by the provisions of this Article.

Section 13.4. Subrogation to Rights of Holders of Senior Indebtedness.

Subject to the payment in full of all amounts due or to become due on all Senior Indebtedness, or the provision for such payment in cash or cash equivalents or otherwise in a manner satisfactory to the holders of Senior Indebtedness, the Holders of the Securities shall be subrogated to the extent of the payments or distributions made to the holders of such Senior Indebtedness pursuant to the provisions of this Article (equally and ratably with the holders of all indebtedness of the Corporation that by its express terms is subordinated to Senior Indebtedness of the Corporation to substantially the same extent as the Securities are subordinated to the Senior Indebtedness and is entitled to like rights of subrogation by reason of any payments or distributions made to holders of such Senior Indebtedness) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of (and premium, if any) and interest (including any Additional Interest) on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Corporation, its creditors other than holders of Senior Indebtedness, and the Holders of the Securities, be deemed to be a payment or distribution by the Corporation to or on account of the Senior Indebtedness.

Section 13.5. Provisions Solely to Define Relative Rights.

The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness on the other hand. Nothing contained in this Article or

elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as between the Corporation and the Holders of the Securities, the obligations of the Corporation, which are absolute and unconditional, to pay to the Holders of the Securities the principal of (and premium, if any) and interest (including any Additional Interest) on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Corporation of the Holders of the Securities and creditors of the Corporation other than their rights in relation to the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Security (or to the extent expressly provided herein, the holder of any Capital Security) from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, including filing and voting claims in any Proceeding, subject to the rights, if any, under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

Section 13.6. Trustee to Effectuate Subordination.

Each Holder of a Security by his or her acceptance thereof authorizes and directs the Trustee on his or her behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination provided in this Article and appoints the Trustee his or her attorney-in-fact for any and all such purposes.

Section 13.7. No Waiver of Subordination Provisions.

No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Corporation or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by the Corporation with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof that any such holder may have or be otherwise charged with.

Without in any way limiting the generality of the immediately preceding paragraph, the holders of Senior Indebtedness may, at any time and from to time, without the consent of or notice to the Trustee or the Holders of the Securities of any series, without incurring responsibility to such Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of such Holders of the Securities to the holders of Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any Person liable in any manner for the collection of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Corporation and any other Person.

Section 13.8. Notice to Trustee.

The Corporation shall give prompt written notice to the Trustee of any fact known to the Corporation that would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Corporation or a holder of Senior Indebtedness or from any trustee, agent or representative therefor; provided , however , that if the Trustee shall not have received the notice provided for in this Section at least two Business Days prior to the date upon which by the terms hereof any monies may become payable for any purpose (including, the payment of the principal of (and premium, if any, on) or interest (including any Additional Interest) on any Security), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such monies and to apply the same to the purpose for which they were received and shall not be affected by any notice to the contrary that may be received by it within two Business Days prior to such date.

Subject to the provisions of Section 6.1, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself or herself to be a holder of Senior Indebtedness (or a trustee or attorney-in-fact therefor) to establish that such notice has been given by a holder of Senior Indebtedness (or a trustee or attorney-in-fact therefor). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

Section 13.9. Reliance on Judicial Order or Certificate of Liquidating Agent.

Upon any payment or distribution of assets of the Corporation referred to in this Article, the Trustee, subject to the provisions of Section 6.1, and the Holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such Proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating

trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Corporation, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article.

Section 13.10. Trustee Not Fiduciary for Holders of Senior Indebtedness.

The Trustee, in its capacity as trustee under this Indenture, shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if it shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Corporation or to any other Person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article or otherwise. With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

Section 13.11. Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights.

The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness that may at any time be held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder. Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 6.7.

Section 13.12. Article Applicable to Paying Agents.

If at any time any Paying Agent other than the Trustee shall have been appointed by the Corporation and be then acting hereunder, the term “Trustee” as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee.

Section 13.13. Certain Conversion or Exchanges Deemed Payment.

For the purposes of this Article only, (a) the issuance and delivery of junior securities upon conversion or exchange of Securities shall not be deemed to constitute a payment or distribution on account of the principal of (or premium, if any) or interest (including any Additional Interest) on Securities or on account of the purchase or other acquisition of Securities, and (b) the payment, issuance or delivery of cash, property, or securities (other than junior securities) upon conversion or exchange of a Security shall be deemed to constitute payment on the account of the principal of such security. For the purposes of this Section, the term “junior securities” means (i) shares of any stock of any class of the Corporation and (ii) securities of the Corporation which are subordinated in right of payment to all Senior Debt which may be outstanding at the time of issuance or delivery of such securities to substantially the same extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article.

[The remainder of this page left blank intentionally; The signature page follows.]

This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of the day and year first above written.

ZIONS BANCORPORATION
By:	/s/ Doyle L Arnold
	Name: Doyle L. Arnold
	Title: Executive Vice President

Attest:	/s/ Jennifer Jolley
	Assistant Secretary

J. P. MORGAN TRUST COMPANY NATIONAL ASSOCIATION,
as Trustee
By:	/s/ Mitch Gardner
	Name: Mitch Gardner
	Title: Vice President

Attest:	/s/ James Myers
	Name: James Myers
	Title: Vice President

EX-10.17

EXHIBIT 10.17

THIRD AMENDMENT TO TRUST AGREEMENT BETWEEN

FIDELITY MANAGEMENT TRUST COMPANY AND

ZIONS BANCORPORATION

THIS THIRD AMENDMENT, dated and effective as of the thirteenth day of June, 2012, and effective on that date unless otherwise stated herein, by and between Fidelity Management Trust Company (the “Trustee”) and Zions Bancorporation (the “Sponsor”);

WITNESSETH:

WHEREAS, the Trustee and the Sponsor heretofore entered into a Master Trust Agreement dated September 1, 2006, with regard to the Zions Bancorporation Restated Deferred Compensation Plan, Zions Bancorporation Restated Deferred Compensation Plan for Directors, and the Restated Amegy Bancorporation, Inc. Non-Employees Directors Deferred Fee Plan (collectively and individually, the “Plan”); and

WHEREAS, the Sponsor has informed the Trustee, with respect to the Zions Bancorporation Restated Deferred Compensation Plan (the “Restated DCP”), that due to a redemption of the Zions Preferred Stock E Fund (“Stock Fund”), the Stock Fund will be eliminated as an investment option under the Restated DCP; therefore, effective at the close of business (4:00 p.m. ET) (“Market Close”) on June 13, 2012, the assets of the Stock Fund are frozen to all transactions; and

WHEREAS, the Sponsor hereby directs the Trustee, in accordance with Section 8(c) of the Trust Agreement, effective at Market Close on June 13, 2012, to redirect all participant contributions directed to the Stock Fund to be invested in the Fidelity Money Market Trust Retirement Money Market Portfolio. The parties hereto agree that the Trustee shall have no discretionary authority with respect to this redirection directed by the Sponsor. Any variation from the procedure described herein may be instituted only at the express written direction of the Sponsor; and

WHEREAS, the Sponsor has informed the Trustee that, in accordance to the terms of the redemption agreement, each Stock Fund shareholder will receive $25.00 in cash for each share of Preferred Stock E held in the Stock Fund, and a prorated amount for any fractional share held in the Stock Fund; and, upon receipt by the Plan of the cash proceeds, the cash proceeds shall be invested in the Fidelity Money Market Trust Retirement Money Market Portfolio; and

WHEREAS, the Trustee and the Sponsor now desire to amend said Trust Agreement as provided for in Section 13 thereof;

NOW THEREFORE, in consideration of the above premises, the Trustee and the Sponsor hereby amend the Trust Agreement by:

(1) Effective at Market Close on June 13, 2012, amending Schedule “C”,Investment Options, to delete the reference to “Zions Preferred Stock E Fund (Real Time Trading Option)”, and replace it with the following:

(1) Zions Preferred Stock E Fund (Real Time Trading Option) (frozen to all transactions)

(2) Effective upon completion of the above-referenced Zions Preferred Stock E Fund liquidation, amending Section 1,Definitions, to delete subsection (pp),Zions Preferred Stock E, and (qq),Zions Preferred Stock E Fund, in their entirety.

(3) Effective upon completion of the above-referenced Zions Preferred Stock E Fund liquidation, amending Section 5(f),Zions Common Stock and Zions Preferred Stock in the Zions Bancorporation Restated Deferred Compensation Plan, by restating the first paragraph, in its entirety, as follows:

Trust investments in Zions Common Stock shall be made via the Zions Common Stock Fund. Trust investment in Zions Preferred Stock A shall be made via the Zions Preferred Stock A Fund. Trust investment in Zions Preferred Stock B shall be made via the Zions Preferred Stock B Fund. Trust investment in Zions Preferred Stock C shall be made via the Zions Preferred Stock C Fund. References in this section to Zions Preferred Stock shall mean, individually and collectively, Zions Preferred Stock A, Zions Preferred Stock B and Zions Preferred Stock C.

(4) Effective upon completion of the above-referenced Zions Preferred Stock E Fund liquidation, amending Schedule “C”,Investment Options, to delete the following:

(4) Zions Preferred Stock E Fund (Real Time Trading Option) (frozen to all transactions)

IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Third Amendment to be executed by their duly authorized officers effective as of the day and year first above written. By signing below, the undersigned represent that they are authorized to execute this document on behalf of the respective parties. Notwithstanding any contradictory provision of the agreement that this document amends, each party may rely without duty of inquiry on the foregoing representation.

ZIONS BANCORPORATION FIDELITY MANAGEMENT TRUST COMPANY

By: /s/ Tim Hettinger 6/11/12     By: /s/ Mary Beth Paris 6/28/12

Authorized Signatory Date        FMTC Authorized Signatory Date

EX-12

EXHIBIT 12

RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO FIXED CHARGES AND PREFERRED DIVIDENDS

The following table sets forth certain information regarding our consolidated ratios of earnings to fixed charges and earnings to fixed charges and preferred stock dividends. Fixed charges represent interest expense, a portion of rent expense representative of interest, trust-preferred securities related expense and amortization of debt issuance costs.

(Dollar amounts in millions)	Year ended December 31,
	2017			2016			2015			2014			2013
Fixed charges:
Interest expense excluding deposits	$	53		$	36		$	69		$	123		$	185
Portion of rents representative of an interest factor	20			22			21			20			19
Fixed charges excluding interest on deposits	73			58			90			143			204
Interest on deposits	74			51			50			50			60
Fixed charges including interest on deposits	$	147		$	109		$	140		$	193		$	264
Fixed charges and preferred stock dividends:
Interest expense excluding deposits	$	53		$	36		$	68		$	123		$	185
Portion of rents representative of an interest factor	20			22			21			20			20
Preferred stock dividend requirement	65			77			92			112			147
Fixed charges and preferred stock dividends excluding interest on deposits	138			135			181			255			352
Interest on deposits	74			51			50			50			60
Fixed charges and preferred stock dividends including interest on deposits	$	212		$	186		$	231		$	305		$	412
Earnings:
Income from continuing operations before income taxes	$	936		$	705		$	451		$	621		$	406
Equity in undistributed earnings of unconsolidated subsidiaries	(10		)	(6		)	(5		)	(8		)	(11		)
Fixed charges excluding interest on deposits	73			58			90			143			205
Earnings excluding interest on deposits	999			757			536			756			600
Interest on deposits	74			51			50			50			60
Earnings including interest on deposits	$	1,073		$	808		$	586		$	806		$	660
Ratio of earnings to fixed charges:
Excluding interest on deposits	13.68			13.05			5.96			5.29			2.94
Including interest on deposits	7.30			7.41			4.19			4.18			2.50
Ratio of earnings to fixed charges and preferred stock dividends:
Excluding interest on deposits	7.24			5.61			2.96			2.96			1.70
Including interest on deposits	5.06			4.34			2.54			2.64			1.60

EX-21

EXHIBIT 21

LIST OF SUBSIDIARIES

ZIONS BANCORPORATION

AT DECEMBER 31, 2017

SUBSIDIARY	STATE OR JURISDICTION OF INCORPORATION/ORGANIZATION
ZB, National Association	Federally chartered doing business in Utah, Idaho, Wyoming, Texas, California, Arizona, Nevada, Colorado, New Mexico, Washington, and Oregon
Amegy Holding Texas, Incorporated	Texas
Great Western Financial Corporation	Utah

EX-23

EXHIBIT 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(i) Registration Statement (Form S-8 No. 333-36205) and related Prospectus pertaining to Zions Bancorporation Employee Investment Savings Plan, now known as the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan;

(ii) Registration Statement (Form S-8 No. 333-205422) and related Prospectus pertaining to Zions Bancorporation 2015 Omnibus Incentive Plan;

(iii) Registration Statement (Form S-8 No. 333-130222) and related Prospectus pertaining to Amegy Bancorporation 1989 Stock Option Plan, Amegy Bancorporation 1993 Stock Option and Incentive Plan, and Amegy Bancorporation Amended and Restated Non-Employee Directors Deferred Fee Plan; and

(iv) Registration Statement (Form S-3 No. 333-195408) and related Prospectus pertaining to the offering of debt and equity securities of Zions Bancorporation;

of our reports dated February 28, 2018, with respect to the consolidated financial statements of Zions Bancorporation and subsidiaries and the effectiveness of internal control over financial reporting of Zions Bancorporation and subsidiaries included in this Annual Report (Form 10-K) of Zions Bancorporation and subsidiaries for the year ended December 31, 2017.

/s/ ERNST & YOUNG LLP

Salt Lake City, Utah

February 28, 2018

EX-31.1

EXHIBIT 31.1

CERTIFICATION

Principal Executive Officer

I, Harris H. Simmons, certify that:

1. I have reviewed this annual report on Form 10-K of Zions Bancorporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2018

/s/ Harris H. Simmons

Harris H. Simmons, Chairman and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

Principal Financial Officer

I, Paul E. Burdiss, certify that:

1. I have reviewed this annual report on Form 10-K of Zions Bancorporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 28, 2018

/s/ Paul E. Burdiss

Paul E. Burdiss, Executive Vice President and

Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. §1350, the undersigned officers of Zions Bancorporation (the “Company”) hereby certify that, to the best of their knowledge, the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 (15 U.S.C. 78m) and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 28, 2018

/s/ Harris H. Simmons
Name:	Harris H. Simmons
Title:	Chairman and Chief Executive Officer
/s/ Paul E. Burdiss
Name:	Paul E. Burdiss
Title:	Executive Vice President and Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. §1350 and is not being filed as part of the Report or as a separate disclosure document.

XML

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Feb. 09, 2018	Jun. 30, 2017
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY
Trading Symbol	zion
Entity Registrant Name	ZIONS BANCORPORATION /UT/
Entity Central Index Key	0000109380
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 8,745,683,795
Entity Common Stock, Shares Outstanding		196,514,295

XML

Consolidated Balance Sheets - USD ($) shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Deposits	$ 52,621	$ 53,236
Current Fiscal Year End Date	--12-31
Held-to-maturity Securities, Fair Value	$ 762
Preferred Stock, Shares Authorized	4,400	4,400
Common Stock, Shares Authorized	350,000	350,000
Common Stock, Shares, Issued	197,532	203,085
Common stock, outstanding shares	197,532	203,085
ASSETS
Cash and due from banks	$ 548	$ 737
Money market investments:
Interest-bearing deposits	782	1,411
Federal funds sold and security resell agreements	514	568
Investment securities:
Available-for-sale, at fair value	15,161	13,372
Trading account, at fair value	148	115
Marketable Securities	16,079	14,355
Loans held for sale	44	172
Loans, net of allowance
Loans and leases, net of unearned income and fees	44,780	42,649
Less allowance for loan losses	518	567
Loans, net of allowance	44,262	42,082
Other noninterest-bearing investments	1,029	884
Premises, equipment and software net	1,094	1,020
Goodwill	1,014	1,014
Core deposit and other intangibles	2	8
Other real estate owned	4	4
Other assets	916	984
Total assets	66,288	63,239
LIABILITIES AND SHAREHOLDERS' EQUITY
Noninterest-bearing demand	23,886	24,115
Interest-bearing:
Savings and Money Market	25,620	26,364
Time	3,115	2,757
Federal funds and other short-term borrowings	4,976	827
Long-term debt	383	535
Reserve for unfunded lending commitments	58	65
Other liabilities	571	942
Total liabilities	58,609	55,605
Shareholders' equity:
Preferred stock, without par value, authorized 4,400 shares	566	710
Common stock, without par value; authorized 350,000 shares; issued and outstanding 197,532 and 203,085 shares	4,445	4,725
Retained earnings	2,807	2,321
Accumulated Other Comprehensive Income (Loss)	139	122
Total shareholders' equity	7,679	7,634
Total liabilities and shareholders' equity	66,288	63,239
Fair Value, Inputs, Level 2 [Member]
Investment securities:
Trading account, at fair value	148	115
Estimate of Fair Value Measurement [Member]
Loans, net of allowance
Loans, net of allowance		42,111
Interest-bearing:
Time		2,744
Long-term debt		552
Estimate of Fair Value Measurement [Member] | Fair Value, Inputs, Level 2 [Member]
Held-to-maturity Securities, Fair Value	762	$ 850
Interest-bearing:
Time	3,099
Long-term debt	$ 402

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Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Held-to-maturity, fair value	$ 762
Preferred stock, authorized shares	4,400	4,400
Common stock, authorized shares	350,000	350,000
Common stock, issued shares	197,532	203,085
Common stock, outstanding shares	197,532	203,085

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Consolidated Statements Of Income - USD ($) shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Interest income:
Interest and fees on loans	$ 1,847	$ 1,729	$ 1,686
Interest on money market investments	19	21	23
Interest on securities	326	204	124
Total interest income	2,192	1,954	1,833
Interest expense:
Interest on deposits	59	49	49
Interest on short- and long-term borrowings	68	38	69
Total interest expense	127	87	118
Net interest income	2,065	1,867	1,715
Provision for loan losses	24	93	40
Net interest income after provision for loan losses	2,041	1,774	1,675
Noninterest income:
Service charges and fees on deposit accounts	171	171	168
Other service charges, commissions and fees	217	208	187
Wealth management and trust income	42	37	31
Loan sales and servicing income	25	35	31
Capital markets and foreign exchange	30	22	26
Noninterest income, Customer-related Fees	485	473	443
Dividends and other investment income	40	24	30
Securities gains (losses), net	14	7	(127)
Impairment losses on investment securities:
Other	5	12	11
Noninterest Income	544	516	357
Noninterest expense:
Salaries and employee benefits	1,011	983	973
Occupancy, net	129	125	120
Furniture, equipment, and software	130	125	123
Other real estate expense, net	1	2	1
Credit-related expense	29	26	29
Provision for unfunded lending commitments	(7)	(10)	(6)
Professional and legal services	54	55	50
Advertising	22	22	25
FDIC premiums	53	40	34
Amortization of core deposit and other Intangibles	6	8	9
Other	223	213	225
Noninterest Expense	1,649	1,585	1,581
Income before income taxes	936	705	451
Income taxes	344	236	142
Net income	592	469	309
Preferred stock dividends	(40)	(48)	(62)
Preferred Stock Redemption			0
Net earnings applicable to common shareholders	$ 550	$ 411	$ 247
Weighted average common shares outstanding during the period:
Basic shares	200,776	203,855	203,265
Diluted shares	209,653	204,269	203,698
Net earnings per common share:
Basic, per share	$ 2.71	$ 2.00	$ 1.20
Diluted, per share	$ 2.60	$ 1.99	$ 1.20

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Consolidated Statements Of Comprehensive Income - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Statement of Comprehensive Income [Abstract]
Net income	$ 592	$ 469	$ 309
Other comprehensive income, net of tax:
Net unrealized holding losses on investment securities	(2)	(74)	(23)
Reclassification of HTM securities to AFS securities	0	0	11
Reclassification to earnings for realized securities losses	0	0	86
Net unrealized gains (losses) on other noninterest-bearing investments	3	2	(3)
Net unrealized holding gains (losses) on derivative instruments	(3)	5	7
Reclassification adjustment for increase in interest income recognized in earnings on derivative instruments	(2)	(7)	(6)
Pension and postretirement	(12)	(7)	(1)
Effect of new tax rates from Tax Cuts and Jobs Act of 2017	25	0	0
Other comprehensive income, net of tax	(17)	(67)	73
Comprehensive income	$ 575	$ 402	$ 382

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Consolidated Statements Of Changes In Shareholders' Equity - USD ($) shares in Thousands	Total	Preferred Stock [Member]	Common Stock [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock, outstanding shares			203,015
Balance at Dec. 31, 2014	$ 7,369,000,000	$ 1,004,000,000	$ 4,724,000,000	$ 1,769,000,000	$ (128,000,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	309,000,000			309,000,000
Other comprehensive income (loss)	73,000,000				73,000,000
Preferred stock redemption	176,000,000	176,000,000	$ (3,000,000)	3,000,000
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures			1,402
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures	40,000,000		$ 40,000,000
Dividends on preferred stock	(62,000,000)	(0.22)		(62,000,000)
Dividends on common stock	(45,000,000)			(45,000,000)
Increase (Decrease) in Deferred Compensation	(1,000,000)			(1,000,000)
Balance at Dec. 31, 2015	7,507,000,000	828,000,000	$ 4,767,000,000	1,967,000,000	(55,000,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock, outstanding shares			204,417
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	469,000,000			469,000,000
Other comprehensive income (loss)	(67,000,000)				(67,000,000)
Preferred stock redemption	$ 126,000,000	118,000,000	$ (2,000,000)	10,000,000
Stock Repurchased During Period, Shares	3,000		(2,889)
Stock Repurchased and Retired During Period, Value	$ (90,000,000)
Subordinated debt converted to preferred stock	(90,000,000)		$ (90,000,000)
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures			1,557
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures	46,000,000		$ 46,000,000
Dividends on preferred stock	(48,000,000)	(0.28)		(48,000,000)
Dividends on common stock	(58,000,000)			(58,000,000)
Increase (Decrease) in Deferred Compensation	1,000,000			1,000,000
Balance at Dec. 31, 2016	$ 7,634,000,000	710,000,000	$ 4,725,000,000	2,321,000,000	(122,000,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock, outstanding shares	203,085		203,085
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ 592,000,000			592,000,000
Other Comprehensive Income (Loss), before Tax	8,000,000				8,000,000
Other comprehensive income (loss)	(17,000,000)
Preferred stock redemption	$ (144,000,000)	(144,000,000)	$ 2,000,000	(2,000,000)
Stock Repurchased During Period, Shares	7,000		(7,009)
Stock Repurchased and Retired During Period, Value	$ (320,000,000)		$ (320,000,000)
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures			1,456
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures	38,000,000		$ 38,000,000
Dividends on preferred stock	(40,000,000)	(0.44)		(40,000,000)
Dividends on common stock	(89,000,000)			(89,000,000)
Effect of new tax rates from Tax Cuts and Jobs Act of 2017	0			25,000,000	(25,000,000)
Balance at Dec. 31, 2017	$ 7,679,000,000	$ 566,000,000	$ 4,445,000,000	$ 2,807,000,000	$ (139,000,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Common stock, outstanding shares	197,532		197,532

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Consolidated Statements Of Cash Flows - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 592	$ 469	$ 309
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses	17	83	34
Depreciation and amortization	179	123	86
Securities losses (gains), net	25	26	25
Deferred income tax expense (benefit)	154	(8)	(30)
Net decrease (increase) in trading securities	(33)	(67)	22
Net decrease (increase) in loans held for sale	97	1	(6)
Change in other liabilities	29	1	(6)
Change in other assets	(89)	(10)	(67)
Other, net	(29)	(15)	(30)
Net cash provided by operating activities	928	596	464
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in money market investments	683	4,749	1,837
Proceeds from maturities and paydowns of investment securities held-to-maturity	314	94	123
Purchases of investment securities held-to-maturity	(216)	(416)	(61)
Proceeds from sales, maturities, and paydowns of investment securities available-for-sale	2,412	3,787	1,681
Purchases of investment securities available-for-sale	(4,719)	(9,359)	(5,513)
Net change in loans and leases	(2,135)	(2,102)	(563)
Purchases and sales of other noninterest-bearing investments	(105)	(20)	31
Purchases of premises and equipment	(169)	(196)	(157)
Proceeds from sales of other real estate owned	8	20	25
Other, net	(8)	(7)	(18)
Net cash used in investing activities	(3,919)	(3,436)	(2,579)
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits	(614)	2,883	2,526
Net change in short-term funds borrowed	2,149	480	103
Proceeds from debt over 90 days and up to one year	5,100	0	0
Repayments of debt over 90 days and up to one year	(3,100)	0	0
Cash paid for preferred stock redemption	(144)	(126)	(176)
Repayments of long-term debt	(153)	(280)	(288)
Company common stock repurchased	(332)	(97)	(7)
Proceeds from Issuance of common stock	25	25	22
Dividends paid on common and preferred stock	(129)	(108)	(108)
Other, net	0	2	(1)
Net cash provided by financing activities	2,802	2,779	2,071
Net decrease in cash and due from banks	(189)	(61)	(44)
Cash and due from banks at beginning of period	737	798	842
Cash and due from banks at end of period	548	737	798
Interest paid	118	83	102
Net cash paid for income taxes	246	214	132
Loans held for investment transfered to other real estate owned	6	15	12
Loans held for investment reclassified to loans held for sale, net	25	50	5
Available for sale securities purchased, not settled	5	395	0
Adjusted cost of HTM securities reclassifed as AFS securities	$ 0	$ 0	$ 79

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Summary Of Significant Accounting Policies

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

Zions Bancorporation (“the Parent”) is a financial holding company headquartered in Salt Lake City, Utah, which owns and operates a commercial bank. The Parent and its subsidiaries (collectively “the Company”) provide a full range of banking and related services in 11 western and southwestern states through seven separately managed and branded units as follows: Zions Bank, in Utah, Idaho and Wyoming; California Bank & Trust (“CB&T”); Amegy Bank (“Amegy”), in Texas; National Bank of Arizona (“NBAZ”); Nevada State Bank (“NSB”); Vectra Bank Colorado (“Vectra”), in Colorado and New Mexico; and The Commerce Bank of Washington (“TCBW”) which operates under that name in Washington and under the name The Commerce Bank of Oregon (“TCBO”) in Oregon. Pursuant to a Board resolution adopted November 21, 2014, TCBO merged into TCBW effective March 31, 2015. The Parent also owns and operates certain nonbank subsidiaries that engage in financial services.

Basis of Financial Statement Presentation

The consolidated financial statements include the accounts of the Parent and its majority-owned subsidiaries (“the Company,” “we,” “our,” “us”). Unconsolidated investments where we have the ability to exercise significant influence over the operating and financial policies of the respective investee are accounted for using the equity method of accounting; those that are not consolidated or accounted for using the equity method of accounting are accounted for under cost or fair value accounting. All significant intercompany accounts and transactions have been eliminated in consolidation.

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and prevailing practices within the financial services industry. References to GAAP, including standards promulgated by the Financial Accounting Standards Board (“FASB”), are made according to sections of the Accounting Standards Codification (“ASC”). Changes to the ASC are made with Accounting Standards Updates (“ASU”) that include consensus issues of the Emerging Issues Task Force (“EITF”). In certain cases, ASUs are issued jointly with International Financial Reporting Standards.

In preparing the consolidated financial statements, we are required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Certain prior year amounts have been reclassified to conform with the current year presentation. These reclassifications did not affect net income or shareholders’ equity.

Variable Interest Entities

A variable interest entity (“VIE”) is consolidated when a company is the primary beneficiary of the VIE. Current accounting guidance requires continuous analysis on a qualitative rather than a quantitative basis to determine the primary beneficiary of a VIE. At the commencement of our involvement, and periodically thereafter, we consider our consolidation conclusions for all entities with which we are involved. As of December 31, 2017 and 2016, no VIEs have been consolidated in the Company’s financial statements.

Statement of Cash Flows

For purposes of presentation in the consolidated statements of cash flows, “cash and cash equivalents” are defined as those amounts included in cash and due from banks in the consolidated balance sheets.

Fair Value Estimates

We measure many of our assets and liabilities on a fair value basis. Fair value is the price that could be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. To improve consistency and comparability in fair value measurements, GAAP has established a hierarchy to prioritize the valuation inputs among three levels. The Company prioritizes quoted prices in active markets, and minimizes reliance on unobservable inputs when possible. When observable market prices are not available, fair value is estimated using modeling techniques such as discounted cash flow analysis. These modeling techniques use assumptions that market participants would consider in pricing the asset or the liability, including assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset, the life of the asset and applicable growth rate, the risk of nonperformance, and other related assumptions. Changes in market conditions may reduce the availability of quoted prices or observable data. When market data is not available, the Company uses valuation techniques requiring more management judgment to estimate the appropriate fair value. See Note 3 of the Notes to Consolidated Financial Statements for further information regarding the use of fair value estimates.

Security Resell Agreements

Security resell agreements represent overnight and term agreements with the majority maturing within 30 days. These agreements are generally treated as collateralized financing transactions and are carried at amounts at which the securities were acquired plus accrued interest. Either the Company, or in some instances third parties on its behalf, take possession of the underlying securities. The fair value of such securities is monitored throughout the contract term to ensure that asset values remain sufficient to protect against counterparty default. We are permitted by contract to sell or repledge certain securities that we accept as collateral for security resell agreements. If sold, our obligation to return the collateral is recorded as “securities sold, not yet purchased” and included as a liability in “Federal funds and other short-term borrowings.” At December 31, 2017, we held $287 million of securities for which we were permitted by contract to sell or repledge. Security resell agreements averaged $360 million during 2017, and the maximum amount outstanding at any month-end during 2017 was $1.8 billion.

Investment Securities

We classify our investment securities according to their purpose and holding period. Gains or losses on the sale of securities are recognized using the specific identification method and recorded in noninterest income.

Held-to-maturity (“HTM”) debt securities are carried at amortized cost with purchase discounts or premiums accreted or amortized into interest income over the contractual life of the security. The Company has the intent and ability to hold such securities until maturity.

Available-for-sale (“AFS”) securities are stated at fair value and generally consist of debt securities held for investment. Unrealized gains and losses of AFS securities, after applicable taxes, are recorded as a component of other comprehensive income (“OCI”).

We review quarterly our investment securities portfolio for any declines in value that are considered to be other-than-temporary impairment (“OTTI”). The process, methodology, and factors considered to evaluate securities for OTTI are discussed further in Note 5.

Trading securities are stated at fair value and consist of securities acquired for short-term appreciation or other trading purposes. Realized and unrealized gains and losses are recorded in trading income, which is included in “Capital markets and foreign exchange.”

The fair values of investment securities, as estimated under current accounting guidance, are discussed in Note 3.

Loans and Allowance for Credit Losses

Loans are reported at the principal amount outstanding, net of unearned income. Unearned income, which includes deferred fees net of deferred direct loan origination costs, is amortized to interest income over the life of the loan using the interest method. Interest income is recognized on an accrual basis.

At the time of origination, we determine whether loans will be held for investment or held for sale. We may subsequently change our intent to hold loans for investment and reclassify them as held for sale. Loans held for sale are carried at the lower of aggregate cost or fair value. A valuation allowance is recorded when cost exceeds fair value based on reviews at the time of reclassification and periodically thereafter. Gains and losses are recorded in noninterest income based on the difference between sales proceeds and carrying value.

We evaluate loans throughout their lives for signs of credit deterioration, which may impact the loan’s status, and potentially impact our accounting for that loan. Loan status categories include past due as to contractual payments, nonaccrual, impaired, and restructured (including troubled debt restructurings (“TDRs”)). Our accounting policies for these loan statuses and our estimation of the related allowance for loan losses (“ALLL”) are discussed further in Note 6.

In the ordinary course of business, we transfer portions of loans under participation agreements to manage credit risk and our portfolio concentration. We evaluate the loan participations to determine if they meet the appropriate accounting guidance to qualify as sales. Certain purchased loans require separate accounting procedures that are also discussed in Note 6.

The allowance for credit losses (“ACL”) includes the ALLL and the reserve for unfunded lending commitments (“RULC”), and represents our estimate of losses inherent in the loan portfolio that may be recognized from loans and lending commitments that are not recoverable. Further discussion of our estimation process for the ACL is included in Note 6.

Other Noninterest-Bearing Investments

These investments include investments in private equity funds (referred to in this document as private equity investments “PEIs”), venture capital securities, securities acquired for various debt and regulatory requirements, bank-owned life insurance, and certain other noninterest-bearing investments. See further discussions in Notes 5, 15 and 3.

Certain PEIs and venture capital securities are accounted for under the equity method and reported at fair value. Changes in fair value and gains and losses from sales are recognized in noninterest income. The values assigned to the securities where no market quotations exist are based upon available information and may not necessarily represent amounts that will ultimately be realized. Such estimated amounts depend on future circumstances and will not be realized until the individual securities are liquidated.

Bank-owned life insurance is accounted for at fair value based on the cash surrender values (“CSVs”) of the general account insurance policies. A third party service provides these values.

Other PEIs and those acquired for various debt and regulatory requirements are accounted for at cost. Periodic reviews are conducted for impairment by comparing carrying values with estimates of fair value determined according to the previous discussion.

Premises, Equipment and Software, Net

Premises, equipment and software are stated at cost, net of accumulated depreciation and amortization. Depreciation, computed primarily on the straight-line method, is charged to operations over the estimated useful lives of the properties, generally 25 to 40 years for buildings, 3 to 10 years for furniture and equipment, and 3 to 10 years for software, including capitalized costs related to the Company’s technology initiatives. Leasehold improvements are amortized over the terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter.

Goodwill and Identifiable Intangible Assets

Goodwill and intangible assets deemed to have indefinite lives are not amortized. We subject these assets to annual specified impairment tests as of the beginning of the fourth quarter and more frequently if changing conditions warrant. Core deposit assets and other intangibles with finite useful lives are generally amortized on an accelerated basis using an estimated useful life of up to 12 years.

Business Combinations

Business combinations are accounted for under the acquisition method of accounting. Upon initially obtaining control, we recognize 100% of all acquired assets and all assumed liabilities regardless of the percentage owned. The assets and liabilities are recorded at their estimated fair values, with goodwill being recorded when such fair values are less than the cost of acquisition. Certain transaction and restructuring costs are expensed as incurred. Changes to estimated fair values from a business combination are recognized as an adjustment to goodwill over the measurement period, which cannot exceed one year from the acquisition date. Results of operations of the acquired business are included in our statement of income from the date of acquisition.

Other Real Estate Owned

Other real estate owned (“OREO”) consists principally of commercial and residential real estate obtained in partial or total satisfaction of loan obligations. Amounts are recorded initially at fair value (less any selling costs) based on property appraisals at the time of transfer and subsequently at the lower of cost or fair value (less any selling costs).

Derivative Instruments

We use derivative instruments, including interest rate swaps and floors and basis swaps, as part of our overall interest rate risk management strategy. These instruments enable us to manage to desired asset and liability duration and to reduce interest rate risk exposure by matching estimated repricing periods of interest-sensitive assets and liabilities. We also execute derivative instruments with commercial banking customers to facilitate their risk management strategies. These derivatives are immediately hedged by offsetting derivatives with third parties such that we minimize our net risk exposure as a result of such transactions. We record all derivatives at fair value in the balance sheet as either other assets or other liabilities. See further discussion in Note 7.

Commitments and Letters of Credit

In the ordinary course of business, we enter into commitments to extend credit, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded in the financial statements when they become payable. The credit risk associated with these commitments is evaluated in a manner similar to the ALLL. The RULC is presented separately in the balance sheet.

Revenue Recognition

Service charges and fees on deposit accounts are recognized in accordance with published deposit account agreements for customer accounts or contractual agreements for commercial accounts. Other service charges, commissions and fees include interchange fees, bank services, and other fees, which are generally recognized at the time of transaction or as the services are performed.

Share-Based Compensation

Share-based compensation generally includes grants of stock options, restricted stock, restricted stock units (“RSUs”), and other awards to employees and non-employee directors. We recognize compensation expense in the statement of income based on the grant-date value of the associated share-based awards. See further discussion in Note 17.

Income Taxes

Deferred tax assets and liabilities are determined based on temporary differences between financial statement asset and liability amounts and their respective tax bases, and are measured using enacted tax laws and rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not. Unrecognized tax benefits for uncertain tax positions relate primarily to state tax contingencies. See further discussion in Note 18.

Net Earnings Per Common Share

Net earnings per common share is based on net earnings applicable to common shareholders, which is net of preferred stock dividends. Basic net earnings per common share is based on the weighted average outstanding common shares during each year. Unvested share-based awards with rights to receive nonforfeitable dividends are considered participating securities and included in the computation of basic earnings per share. Diluted net earnings per common share is based on the weighted average outstanding common shares during each year, including common stock equivalents. Stock options, restricted stock, RSUs, and stock warrants are converted to common stock equivalents using the treasury stock method. Diluted net earnings per common share excludes common stock equivalents whose effect is antidilutive. See further discussion in Note 19.

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Other Recent Accounting Pronouncements

12 Months Ended

Dec. 31, 2017

Other Recent Accounting Pronouncements [Abstract]

Certain Recent Accounting Pronouncements [Text Block]

RECENT ACCOUNTING PRONOUNCEMENTS

Standard	Description	Date of adoption	Effect on the financial statements or other significant matters
Standards not adopted by the Company during 2017
ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and subsequent related ASUs	The core principle of the new guidance is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The banking industry does not expect significant changes because major sources of revenue are from financial instruments that have been excluded from the scope of the new standard, (including loans, derivatives, debt and equity securities, etc.). However, these new standards affect other fees charged by banks, such as asset management fees, credit card interchange fees, deposit account fees, etc. Adoption may be made on a full retrospective basis with practical expedients, or on a modified retrospective basis with a cumulative effect adjustment. Additionally, the new guidance significantly increases the disclosures related to revenue recognition practices.	January 1, 2018	Approximately 85% of our revenue, including all of our interest income and a portion of our noninterest income, is out of scope of the guidance. The contracts that are in scope of the guidance are primarily related to service charges and fees on deposit accounts, wealth management and trust income, and other service charges, commissions and fees. We have completed our review of these contracts and have not identified any material changes in the timing of revenue recognition. We adopted this guidance January 1, 2018 using the modified retrospective transition method. There was no material impact at adoption to the Company’s consolidated financial statements.
ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities	The standard provides revised accounting guidance related to the accounting for and reporting of financial instruments. Some of the main provisions include: – Equity investments that do not result in consolidation and are not accounted for under the equity method would be measured at fair value through net income. – Changes in instrument-specific credit risk for financial liabilities that are measured under the fair value option would be recognized in OCI. – Elimination of the requirement to disclose the methods and significant assumptions used to estimate the fair value of financial instruments carried at amortized cost. However, it will require the use of exit price when measuring the fair value of financial instruments measured at amortized cost for disclosure purposes.	January 1, 2018	We do not have a significant amount of equity securities classified as AFS. Additionally, we do not have any financial liabilities accounted for under the fair value option. Therefore, the transition adjustment upon adoption of this guidance as of January 1, 2018 was not material. We are refining our valuation models to better account for an exit price, which will not change our financial statements, but will have an impact on our disclosures.

Standard	Description	Date of adoption	Effect on the financial statements or other significant matters
Standards not adopted by the Company during 2017 (continued)
ASC 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvement to Accounting for Hedging Activities	The purpose of this standard is to better align a company’s financial reporting for hedging activities, with the economic objectives of those activities. The standard is effective for public business entities for fiscal years beginning after December 15, 2018, with early adoption, including adoption in an interim period, permitted. The standard requires a modified retrospective transition method that requires recognition of the cumulative effect of the change on the opening balance of each affected component of equity in the statement of financial position as of the date of adoption.	January 1, 2018	We early adopted this guidance as of January 1, 2018. The adoption of this guidance did not have a material impact on our consolidated financial statements at transition.
ASU 2016-02, Leases (Topic 842)	The standard requires that a lessee recognize assets and liabilities for leases with lease terms of more than 12 months. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, the standard will require both types of leases to be recognized on the balance sheet. It also requires disclosures to better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements.	January 1, 2019	We are currently evaluating the potential impact of this guidance on the Company’s financial statements. As of December 31, 2017, the Company had minimum noncancelable operating lease payments of $245 million that are being evaluated. The implementation team is working on gathering all key lease data elements to meet the requirements of the new guidance. Additionally, we are implementing new lease software that will accommodate the new accounting requirements.
ASU 2017-08, Nonrefundable Fees and Other Costs (Subtopic 310-20). Premium Amortization on Purchased Callable Debt Securities	The amendments in this ASU shorten the amortization period for certain callable debt securities held at a premium. The standard requires the premium to be amortized to the earliest call date. The update does not change the accounting for securities held at a discount.	January 1, 2019	Our initial analysis suggests this guidance will not have a material impact on the Company’s financial statements, but we will continue to monitor its impact as we move closer to implementation.
ASU 2016-13, Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	The standard significantly changes how entities will measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. The standard replaces today’s “incurred loss” approach with an “expected loss” model for instruments such as loans and HTM securities that are measured at amortized cost. The standard requires credit losses relating to AFS debt securities to be recorded through an ACL rather than a reduction of the carrying amount. It also changes the accounting for purchased credit-impaired (“PCI”)debt securities and loans. The standard retains many of the current disclosure requirements in current GAAP and expands certain disclosure requirements. Early adoption of the guidance is permitted as of January 1, 2019.	January 1, 2020	We have formed an implementation team led jointly by Credit and the Corporate Controller’s group, that also includes other lines of business and functions within the Company. The implementation team is working on developing models that can meet the requirements of the new guidance. While this standard may potentially have a material impact on the Company’s financial statements, we are still in process of conducting our evaluation.

Standard	Description	Date of adoption	Effect on the financial statements or other significant matters
Standards not adopted by the Company during 2017 (continued)
ASU 2017-04, Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment	The standard eliminates the requirement to calculate the implied fair value of goodwill (i.e. Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, entities would record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on Step 1 of the current guidance). The standard does not change the guidance on completing Step 1 of the goodwill impairment test. The standard also continues to allow entities to perform the optional qualitative goodwill impairment assessment before determining whether to proceed to Step 1. The standard is effective for the Company as of January 1, 2020. Early adoption is allowed for any goodwill impairment test performed after January 1, 2017.	January 1, 2020	We do not currently expect this guidance will have a material impact on the Company’s financial statements since the fair values of our reporting units were not lower than their respective carrying amounts at the time of our goodwill impairment analysis for 2017.
Standard	Description	Date of adoption	Effect on the financial statements or other significant matters
Standards adopted by the Company during 2017
ASU 2016-09, Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting	The standard requires entities to recognize the income tax effects of share-based awards in the income statement when the awards vest or are settled (i.e. the additional paid-in capital pools will be eliminated). The guidance on employers’ accounting for an employee’s use of shares to satisfy the employer’s statutory income tax withholding obligation and for forfeitures is changing. The standard also provides an entity the option to make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur.	January 1, 2017	Upon adoption of this ASU, there was no material impact from the cumulative effect adjustment to retained earnings. We elected to account for forfeitures when they occur and to reflect excess tax benefits in the operating section of the statement of cash flows on a prospective basis.
ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income	The standard allows a one-time movement between Accumulated Other Comprehensive Income (“AOCI”) and Retained Earnings to adjust for amounts that would otherwise be stranded in AOCI as a result of implementing changes due to the enactment of H.R. 1, known as the Tax Cuts and Jobs Act. The standard is effective for public companies for fiscal years beginning after December 15, 2018, with early adoption, including in an interim period, permitted.	December 31, 2017	The Company adopted this standard for the 2017 fiscal year financial statements with a $25 million adjusting entry between AOCI and Retained Earnings.

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Fair Value

12 Months Ended

Dec. 31, 2017

Fair Value Disclosures [Abstract]

Fair Value

FAIR VALUE

Fair Value Measurement

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. To measure fair value, a hierarchy has been established that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs. This hierarchy uses three levels of inputs to measure the fair value of assets and liabilities as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities in active markets that the Company has the ability to access;

Level 2 – Observable inputs other than Level 1 including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in less active markets, observable inputs other than quoted prices that are used in the valuation of an asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means; and

Level 3 – Unobservable inputs supported by little or no market activity for financial instruments whose value is determined by pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

The level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Market activity is presumed to be orderly in the absence of evidence of forced or disorderly sales, although such sales may still be indicative of fair value. Applicable accounting guidance precludes the use of blockage factors or liquidity adjustments due to the quantity of securities held by an entity.

We use fair value to measure certain assets and liabilities on a recurring basis when fair value is the primary measure for accounting. Fair value is used on a nonrecurring basis to measure certain assets when adjusting carrying values, such as the application of lower of cost or fair value accounting, including recognition of impairment on assets. Fair value is also used when providing required disclosures for certain financial instruments.

Fair Value Policies and Procedures

We have various policies, processes and controls in place to ensure that fair values are reasonably developed, reviewed and approved for use. These include a Securities Valuation Committee, comprised of executive management, that reviews and approves on a quarterly basis the key components of fair value estimation, including critical valuation assumptions for Level 3 modeling. A Model Risk Management Group conducts model validations, including internal models, and sets policies and procedures for revalidation, including the timing of revalidation.

Third Party Service Providers

We use a third party pricing service to measure fair value for approximately 92% of our AFS Level 2 securities. Fair value measurements for other AFS Level 2 securities generally use certain inputs corroborated by market data and include standard discounted cash flow analysis.

For Level 2 securities, the third party pricing service provides documentation on an ongoing basis that presents market corroborative data, including detail pricing information and market reference data. The documentation includes benchmark yields, reported trades, broker-dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data, including information from the vendor trading platform. We review, test and validate this information as appropriate. Absent observable trade data, we do not adjust prices from our third party sources.

The following describes the hierarchy designations, valuation methodologies, and key inputs to measure fair value on a recurring basis for designated financial instruments:

Available-for-Sale

U.S. Treasury, Agencies and Corporations

U.S. Treasury securities are measured under Level 1 using quoted market prices when available. U.S. agencies and corporations are measured under Level 2 generally using the previously discussed third party pricing service.

Municipal Securities

Municipal securities are measured under Level 2 generally using the third party pricing service or an internal model. Valuation inputs include Baa municipal curves, as well as Federal Home Loan Bank (“FHLB”) and LIBOR swap curves. Our valuation methodology for non-rated municipal securities changed at year-end of 2015 to utilize more observable inputs, primarily municipal market yield curves, compared to our previous valuation method. The resulting values were determined to be Level 2.

Money Market Mutual Funds and Other

Money market mutual funds and other securities are measured under Level 1 or Level 2. For Level 1, quoted market prices are used which may include net asset values (“NAVs”) or their equivalents. Level 2 valuations generally use quoted prices for similar securities.

Trading Account

Securities in the trading account are generally measured under Level 2 using third party pricing service providers as described previously.

Bank-Owned Life Insurance

Bank-owned life insurance (“BOLI”) is measured under Level 2 according to CSVs of the insurance policies that are provided by a third party service. Nearly all policies are general account policies with CSVs based on the Company’s claims on the assets of the insurance companies. The insurance companies’ investments include predominantly fixed income securities consisting of investment-grade corporate bonds and various types of mortgage instruments. Management regularly reviews its BOLI investment performance, including concentrations among insurance providers.

Private Equity Investments

PEIs are measured under Level 3. The majority of these investments are held in Zions’ Small Business Investment Company (“SBIC”) and are early stage venture investments. The fair value measurements of these investments are reviewed on a quarterly basis by the Securities Valuation Committee. The Equity Investments Committee, consisting of executives familiar with the investments, reviews periodic financial information, including audited financial statements when available.

Certain valuation analytics may be employed that include current and projected financial performance, recent financing activities, economic and market conditions, market comparables, market liquidity, sales restrictions, and other factors. A significant change in the expected performance of the individual investment would result in a change in the fair value measurement of the investment. The amount of unfunded commitments to invest is disclosed in Note 15. Certain restrictions apply for the redemption of these investments and certain investments are prohibited by the Volcker Rule. See discussion in Notes 5 and 15.

Agriculture Loan Servicing

This asset results from our servicing of agriculture loans approved and funded by Federal Agricultural Mortgage Corporation (“FAMC”). We provide this servicing under an agreement with FAMC for loans they own. The asset’s fair value represents our projection of the present value of future cash flows measured under Level 3 using discounted cash flow methodologies.

Interest-Only Strips

Interest-only strips are created as a by-product of the securitization process. When the guaranteed portions of Small Business Administration (“SBA”) 7(a) loans are pooled, interest-only strips may be created in the pooling process. The asset’s fair value represents our projection of the present value of future cash flows measured under Level 3 using discounted cash flow methodologies.

Deferred Compensation Plan Assets and Obligations

Invested assets in the deferred compensation plan consist of shares of registered investment companies. These mutual funds are valued under Level 1 at quoted market prices, which represents the NAV of shares held by the plan at the end of the period.

Derivatives

Derivatives are measured according to their classification as either exchange-traded or over-the-counter. Exchange-traded derivatives consist of foreign currency exchange contracts measured under Level 1 because they are traded in active markets. Over-the-counter derivatives, including those for customers, consist of interest rate swaps and options. These derivatives are measured under Level 2 using third party services. Observable market inputs include yield curves (the LIBOR swap curve and relevant overnight index swap curves), foreign exchange rates, commodity prices, option volatilities, counterparty credit risk, and other related data. Credit valuation adjustments are required to reflect nonperformance risk for both the Company and the respective counterparty. These adjustments are determined generally by applying a credit spread to the total expected exposure of the derivative.

Securities Sold, Not Yet Purchased

Securities sold, not yet purchased, included in “Federal funds and other short-term borrowings” on the balance sheet, are measured under Level 1 using quoted market prices. If not available, quoted prices under Level 2 for similar securities are used.

Quantitative Disclosure by Fair Value Hierarchy

Assets and liabilities measured at fair value by class on a recurring basis are summarized as follows:

(In millions)	December 31, 2017
	Level 1		Level 2		Level 3		Total
ASSETS
Investment securities:
Available-for-sale:
U.S. Treasury, agencies and corporations	$	25	$	13,706	$	—	$	13,731
Municipal securities			1,334				1,334
Other debt securities			24				24
Money market mutual funds and other	71		1				72
Total Available-for-sale	96		15,065		—		15,161
Trading account			148				148
Other noninterest-bearing investments:
Bank-owned life insurance			507				507
Private equity investments					95		95
Other assets:
Agriculture loan servicing and interest-only strips					18		18
Deferred compensation plan assets	102						102
Derivatives:
Interest rate related and other			1				1
Interest rate swaps for customers			28				28
Foreign currency exchange contracts	9						9
Total Assets	$	207	$	15,749	$	113	$	16,069
LIABILITIES
Securities sold, not yet purchased	$	95	$	—	$	—	$	95
Other liabilities:
Deferred compensation plan obligations	102						102
Derivatives:
Interest rate swaps for customers			33				33
Foreign currency exchange contracts	7						7
Total Liabilities	$	204	$	33	$	—	$	237

(In millions)	December 31, 2016
	Level 1		Level 2		Level 3		Total
ASSETS
Investment securities:
Available-for-sale:
U.S. Treasury, agencies and corporations	$	—	$	12,009	$	—	$	12,009
Municipal securities			1,154				1,154
Other debt securities			24				24
Money market mutual funds and other	184		1				185
Total Available-for-sale	184		13,188		—		13,372
Trading account			115				115
Other noninterest-bearing investments:
Bank-owned life insurance			497				497
Private equity investments 1	18				73		91
Other assets:
Agriculture loan servicing and interest-only strips					20		20
Deferred compensation plan assets	91						91
Derivatives:
Interest rate related and other			4				4
Interest rate swaps for customers			49				49
Foreign currency exchange contracts	11						11
Total Assets	$	304	$	13,853	$	93	$	14,250
LIABILITIES
Securities sold, not yet purchased	$	25	$	—	$	—	$	25
Other liabilities:
Deferred compensation plan obligations	91						91
Derivatives:
Interest rate related and other			1				1
Interest rate swaps for customers			49				49
Foreign currency exchange contracts	9						9
Total Liabilities	$	125	$	50	$	—	$	175

¹The level 1 PEIs amount relates to the portion of our SBIC investments that are now publicly traded.

Reconciliation of Level 3 Fair Value Measurements

The following reconciles the beginning and ending balances of assets and liabilities that are measured at fair value by class on a recurring basis using Level 3 inputs:

	Level 3 Instruments
	December 31, 2017						December 31, 2016
(In millions)	Private equity investments			Ag loan svcg and int-only strips			Private equity investments			Ag loan svcg and int-only strips
Balance at beginning of year	$	73		$	20		$	58		$	14
Securities gains, net	7			—			6			—
Other noninterest income	—			(1		)	—			6
Purchases	20			—			10			—
Redemptions and paydowns	(5		)	(1		)	(1		)	—
Balance at end of year	$	95		$	18		$	73		$	20

No transfers of assets or liabilities occurred among Levels 1, 2 or 3 for 2017 and 2016.

The preceding reconciling amounts using Level 3 inputs include the following realized gains/losses in the statement of income:

(In millions)	Year Ended December 31,
	2017		2016
Equity securities gains, net	$	3	$	6

Nonrecurring Fair Value Measurements

Included in the balance sheet amounts are the following amounts of assets that had fair value changes measured on a nonrecurring basis:

(In millions)	Fair value at December 31, 2017								Gains (losses) from fair value changes Year Ended December 31, 2017
	Level 1		Level 2		Level 3		Total
ASSETS
Private equity investments, carried at cost	$	—	$	—	$	1	$	1	$	(1	)
Impaired loans	—		9		—		9		(5		)
Other real estate owned	—		—		—		—		—
Total	$	—	$	9	$	1	$	10	$	(6	)

(In millions)	Fair value at December 31, 2016								Gains (losses) from fair value changes Year Ended December 31, 2016
	Level 1		Level 2		Level 3		Total
ASSETS
Private equity investments, carried at cost	$	—	$	—	$	1	$	1	$	(1	)
Impaired loans	—		52		—		52		(36		)
Other real estate owned	—		1		—		1		(2		)
Total	$	—	$	53	$	1	$	54	$	(39	)

The previous fair values may not be current as of the dates indicated, but rather as of the date the fair value change occurred, such as a charge for impairment. Accordingly, carrying values may not equal current fair value.

We recognized net gains of $2 million in 2017 and $4 million in 2016 from the sale of OREO properties that had a carrying value at the time of sale of approximately $6 million in 2017 and $13 million in 2016. Previous to their sale in these years, we recognized an insignificant amount of impairment on these properties in 2017 and 2016.

PEIs carried at cost were measured at fair value for impairment purposes according to the methodology previously discussed for these investments. Amounts of PEIs carried at cost were $10 million and $13 million at December 31, 2017 and 2016, respectively. Amounts of other noninterest-bearing investments carried at cost were $338 million and $211 million at December 31, 2017 and 2016, respectively, which were comprised of Federal Reserve and FHLB stock. PEIs accounted for using the equity method were $36 million at December 31, 2017 and $38 million at December 31, 2016.

Impaired (or nonperforming) loans that are collateral-dependent were measured at fair value based on the fair value of the collateral. OREO was measured initially at fair value based on collateral appraisals at the time of transfer and subsequently at the lower of cost or fair value.

Measurement of fair value for collateral-dependent loans and OREO was based on third party appraisals that utilize one or more valuation techniques (income, market and/or cost approaches). Any adjustments to calculated fair value were made based on recently completed and validated third party appraisals, third party appraisal services, automated valuation services, or our informed judgment. Evaluations were made to determine that the appraisal process met the relevant concepts and requirements of applicable accounting guidance.

Automated valuation services may be used primarily for residential properties when values from any of the previous methods were not available within 90 days of the balance sheet date. These services use models based on market, economic, and demographic values. The use of these models has only occurred in a very few instances and the related property valuations have not been sufficiently significant to consider disclosure under Level 3 rather than Level 2.

Impaired loans that are not collateral-dependent were measured based on the present value of future cash flows discounted at the expected coupon rates over the lives of the loans. Because the loans were not discounted at market interest rates, the valuations do not represent fair value and have been excluded from the nonrecurring fair value balance in the preceding schedules.

Fair Value of Certain Financial Instruments

Following is a summary of the carrying values and estimated fair values of certain financial instruments:

	December 31, 2017					December 31, 2016
(Dollar amounts in millions)	Carrying value		Estimated fair value		Level	Carrying value		Estimated fair value		Level
Financial assets:
Held-to-maturity investment securities	$	770	$	762	2	$	868	$	850	2
Loans and leases (including loans held for sale), net of allowance	44,306		44,226		3	42,254		42,111		3
Financial liabilities:
Time deposits	3,115		3,099		2	2,757		2,744		2
Other short-term borrowings	3,600		3,600		2	500		500		2
Long-term debt (less fair value hedges)	383		402		2	535		552		2

This summary excludes financial assets and liabilities for which carrying value approximates fair value and financial instruments that are recorded at fair value on a recurring basis. Financial instruments for which carrying values approximate fair value include cash and due from banks, money market investments, demand, savings and money market deposits, federal funds purchased and other short-term borrowings, and security repurchase agreements. The estimated fair value of demand, savings and money market deposits is the amount payable on demand at the reporting date. Carrying value is used because the accounts have no stated maturity and the customer has the ability to withdraw funds immediately.

HTM investment securities primarily consist of municipal securities. They were measured at fair value according to the methodology previously discussed.

Loans are measured at fair value according to their status as nonimpaired or impaired. For nonimpaired loans, fair value is estimated by discounting future cash flows using the LIBOR yield curve adjusted by a factor which reflects the credit and interest rate risk inherent in the loan. These future cash flows are then reduced by the estimated “life-of-the-loan” aggregate credit losses in the loan portfolio. These adjustments for lifetime future credit losses are derived from the methods used to estimate the ALLL for our loan portfolio and are adjusted quarterly as necessary to reflect the most recent loss experience. Impaired loans that are collateral-dependent are already considered to be held at fair value. Impaired loans that are not collateral-dependent have future cash flows reduced by the estimated “life-of-the-loan” credit loss derived from methods used to estimate the ALLL for these loans. See Impaired Loans in Note 6 for details on the impairment measurement method for impaired loans. Loans, other than those held for sale, are not normally purchased and sold by the Company, and there are no active trading markets for most of this portfolio.

Time and foreign deposits, and any other short-term borrowings, are measured at fair value by discounting future cash flows using the LIBOR yield curve to the given maturity dates.

Long-term debt is measured at fair value based on actual market trades (i.e., an asset value) when available, or discounting cash flows to maturity using the LIBOR yield curve adjusted for credit spreads.

These fair value disclosures represent our best estimates based on relevant market information and information about the financial instruments. Fair value estimates are based on judgments regarding current economic conditions, future expected loss experience, risk characteristics of the various instruments, and other factors. These estimates are subjective in nature, involve uncertainties and matters of significant judgment, and cannot be determined with precision. Changes in these methodologies and assumptions could significantly affect the estimates.

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Offsetting Assets and Liabilities

12 Months Ended

Dec. 31, 2017

Gross and net information for selecting financial instruments [Abstract]

Cash, Cash Equivalents, and Short-term Investments [Text Block]

OFFSETTING ASSETS AND LIABILITIES

Gross and net information for selected financial instruments in the balance sheet is as follows:

	December 31, 2017
(In millions)								Gross amounts not offset in the balance sheet
Description	Gross amounts recognized		Gross amounts offset in the balance sheet			Net amounts presented in the balance sheet		Financial instruments			Cash collateral received/pledged			Net amount
Assets:
Federal funds sold and security resell agreements	$	809	$	(295	)	$	514	$	—		$	—		$	514
Derivatives (included in other assets)	38		—			38		(21		)	(1		)	16
Total assets	$	847	$	(295	)	$	552	$	(21	)	$	(1	)	$	530
Liabilities:
Federal funds and other short-term borrowings	$	5,271	$	(295	)	$	4,976	$	—		$	—		$	4,976
Derivatives (included in other liabilities)	40		—			40		(21		)	(6		)	13
Total liabilities	$	5,311	$	(295	)	$	5,016	$	(21	)	$	(6	)	$	4,989

	December 31, 2016
(In millions)							Gross amounts not offset in the balance sheet
Description	Gross amounts recognized		Gross amounts offset in the balance sheet		Net amounts presented in the balance sheet		Financial instruments			Cash collateral received/pledged			Net amount
Assets:
Federal funds sold and security resell agreements	$	568	$	—	$	568	$	—		$	—		$	568
Derivatives (included in other assets)	64		—		64		(17		)	—			47
Total assets	$	632	$	—	$	632	$	(17	)	$	—		$	615
Liabilities:
Federal funds and other short-term borrowings	$	827	$	—	$	827	$	—		$	—		$	827
Derivatives (included in other liabilities)	59		—		59		(17		)	(17		)	25
Total liabilities	$	886	$	—	$	886	$	(17	)	$	(17	)	$	852

Security repurchase and reverse repurchase (“resell”) agreements are offset, when applicable, in the balance sheet according to master netting agreements. Security repurchase agreements are included with “Federal funds and other short-term borrowings.” Derivative instruments may be offset under their master netting agreements; however, for accounting purposes, we present these items on a gross basis in the Company’s balance sheet. See Note 7 for further information regarding derivative instruments.

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Investment Securities

12 Months Ended

Dec. 31, 2017

Investments [Abstract]

Investment Securities

INVESTMENTS

Investment Securities

Securities are classified as HTM, AFS or trading. HTM securities, which management has the intent and ability to hold until maturity, are carried at amortized cost. AFS securities are carried at fair value and unrealized gains and losses are reported as net increases or decreases to AOCI. Realized gains and losses on AFS securities are determined by using the cost basis of each individual security. Trading securities are carried at fair value with gains and losses recognized in current period earnings. The purchase premiums and discounts for both HTM and AFS securities are amortized and accreted at a constant effective yield to the contractual maturity date and no assumption is made concerning prepayments. As principal prepayments occur, the portion of the unamortized premium or discount associated with the principal reduction is recognized as interest income in the period the principal is reduced. Note 3 discusses the process to estimate fair value for investment securities.

	December 31, 2017
(In millions)	Amortized cost		Gross unrealized gains		Gross unrealized losses		Estimated fair value
Held-to-maturity
Municipal securities	$	770	$	5	$	13	$	762
Available-for-sale
U.S. Treasury securities	25		—		—		25
U.S. Government agencies and corporations:
Agency securities	1,830		1		13		1,818
Agency guaranteed mortgage-backed securities	9,798		9		141		9,666
Small Business Administration loan-backed securities	2,227		10		15		2,222
Municipal securities	1,336		9		11		1,334
Other debt securities	25		—		1		24
Total available-for-sale debt securities	15,241		29		181		15,089
Money market mutual funds and other	72		—		—		72
Total available-for-sale	15,313		29		181		15,161
Total investment securities	$	16,083	$	34	$	194	$	15,923

	December 31, 2016
(In millions)	Amortized cost		Gross unrealized gains		Gross unrealized losses		Estimated fair value
Held-to-maturity
Municipal securities	$	868	$	5	$	23	$	850
Available-for-sale
U.S. Treasury securities	—		—		—		—
U.S. Government agencies and corporations:
Agency securities	1,846		2		9		1,839
Agency guaranteed mortgage-backed securities	7,986		7		110		7,883
Small Business Administration loan-backed securities	2,298		8		18		2,288
Municipal securities	1,182		1		29		1,154
Other debt securities	25		—		1		24
Total available-for-sale debt securities	13,337		18		167		13,188
Money market mutual funds and other	184		—		—		184
Total available-for-sale	13,521		18		167		13,372
Total investment securities	$	14,389	$	23	$	190	$	14,222

Maturities

The amortized cost and estimated fair value of investment debt securities are shown subsequently as of December 31, 2017 by expected timing of principal payments. Actual principal payments may differ from contractual or expected principal payments because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Held-to-maturity				Available-for-sale
(In millions)	Amortized cost		Estimated fair value		Amortized cost		Estimated fair value
Due in one year or less	$	180	$	90	$	2,499	$	2,054
Due after one year through five years	372		336		5,727		5,575
Due after five years through ten years	159		230		4,331		4,485
Due after ten years	59		106		2,684		2,975
Total	$	770	$	762	$	15,241	$	15,089

The following is a summary of the amount of gross unrealized losses for debt securities and the estimated fair value by length of time the securities have been in an unrealized loss position:

	December 31, 2017
	Less than 12 months				12 months or more				Total
(In millions)	Gross unrealized losses		Estimated fair value		Gross unrealized losses		Estimated fair value		Gross unrealized losses		Estimated fair value
Held-to-maturity
Municipal securities	$	3	$	263	$	10	$	292	$	13	$	555
Available-for-sale
U.S. Government agencies and corporations:
Agency securities	6		808		7		808		13		1,616
Agency guaranteed mortgage-backed securities	29		3,609		112		4,721		141		8,330
Small Business Administration loan-backed securities	3		408		12		649		15		1,057
Municipal securities	6		554		5		230		11		784
Other	—		—		1		14		1		14
Total available-for-sale	44		5,379		137		6,422		181		11,801
Total	$	47	$	5,642	$	147	$	6,714	$	194	$	12,356

	December 31, 2016
	Less than 12 months				12 months or more				Total
(In millions)	Gross unrealized losses		Estimated fair value		Gross unrealized losses		Estimated fair value		Gross unrealized losses		Estimated fair value
Held-to-maturity
Municipal securities	$	15	$	467	$	8	$	61	$	23	$	528
Available-for-sale
U.S. Government agencies and corporations:
Agency securities	9		950		—		127		9		1,077
Agency guaranteed mortgage-backed securities	102		6,649		7		326		109		6,975
Small Business Administration loan-backed securities	3		527		16		841		19		1,368
Municipal securities	28		992		—		9		28		1,001
Other	—		—		2		14		2		14
Total available-for-sale	142		9,118		25		1,317		167		10,435
Total	$	157	$	9,585	$	33	$	1,378	$	190	$	10,963

At December 31, 2017 and 2016, respectively, 667 and 642 HTM and 2,262 and 2,398 AFS investment securities were in an unrealized loss position.

Other-Than-Temporary Impairment

Ongoing Policy

We review investment securities on a quarterly basis for the presence of OTTI. We assess whether OTTI is present when the fair value of a debt security is less than its amortized cost basis at the balance sheet date (the majority of the investment portfolio are debt securities). Under these circumstances, OTTI is considered to have occurred if (1) we have formed a documented intent to sell identified securities or initiated such sales; (2) it is “more likely than not” we will be required to sell the security before recovery of its amortized cost basis; or (3) the present value of expected cash flows is not sufficient to recover the entire amortized cost basis.

Noncredit-related OTTI in securities we intend to sell is recognized in earnings as is any credit-related OTTI in securities, regardless of our intent. Noncredit-related OTTI on AFS securities not expected to be sold is recognized in OCI. The amount of noncredit-related OTTI in a security is quantified as the difference in a security’s amortized cost after adjustment for credit impairment, and its lower fair value. Presentation of OTTI is made in the statement of income on a gross basis with an offset for the amount of OTTI recognized in OCI.

Our OTTI evaluation process takes into consideration current market conditions; fair value in relationship to cost; extent and nature of change in fair value; severity and duration of the impairment; recent events specific to the issuer or industry; our assessment of the creditworthiness of the issuer, including external credit ratings, changes, recent downgrades, and trends; the cash flow priority position of the instrument that we hold in the case of structured securities; volatility of earnings and trends; current analysts’ evaluations; all available information relevant to the collectability of debt securities; and other key measures. In addition, for AFS securities with fair values below amortized cost, we must determine if we intend to sell the securities or if it is more likely than not that we will be required to sell the securities before recovery of their amortized cost basis. For HTM securities, we must determine we have the ability to hold the securities to maturity. We consider any other relevant factors before concluding our evaluation for the existence of OTTI in our securities portfolio.

Other-Than-Temporary Impairment Conclusions

The Company did not recognize any OTTI on its investment securities portfolio during 2017. Unrealized losses relate to changes in interest rates subsequent to purchase and are not attributable to credit. At December 31, 2017, we did not have an intent to sell identified securities with unrealized losses or initiate such sales, and we believe it is not more likely than not we would be required to sell such securities before recovery of their amortized cost basis.

To determine the credit component of OTTI for all security types, we utilize projected cash flows. These cash flows are credit adjusted using, among other things, assumptions for default probability and loss severity. Certain other unobservable inputs such as prepayment rate assumptions are also utilized. In addition, certain internal models may be utilized. See Note 3 for further discussion. To determine the credit-related portion of OTTI in accordance with applicable accounting guidance, we use the security specific effective interest rate when estimating the present value of cash flows.

The following summarizes gains and losses, including OTTI, that were recognized in the statement of income:
	2017				2016				2015
(In millions)	Gross gains		Gross losses		Gross gains		Gross losses		Gross gains		Gross losses
Investment securities:
Available-for-sale	$	—	$	—	$	—	$	—	$	9	$	148
Other noninterest-bearing investments	22		8		21		14		25		13
Total investments	22		8		21		14		34		161
Net gains (losses)			$	14			$	7			$	(127	)
Statement of income information:
Equity securities gains, net			$	14			$	7			$	12
Fixed income securities gains (losses), net			—				—				(139		)
Net gains (losses)			$	14			$	7			$	(127	)

Interest income by security type is as follows:

(In millions)	2017						2016						2015
	Taxable		Nontaxable		Total		Taxable		Nontaxable		Total		Taxable		Nontaxable		Total
Investment securities:
Held-to-maturity	$	10	$	13	$	23	$	10	$	13	$	23	$	13	$	11	$	24
Available-for-sale	277		24		301		166		12		178		95		3		98
Trading	2		—		2		3		—		3		2		—		2
Total	$	289	$	37	$	326	$	179	$	25	$	204	$	110	$	14	$	124

Investment securities with a carrying value of approximately $2.1 billion and $1.4 billion at December 31, 2017 and 2016, respectively, were pledged to secure public and trust deposits, advances, and for other purposes as required by law. Securities are also pledged as collateral for security repurchase agreements.

Private Equity Investments

Effect of Volcker Rule

The Company’s PEIs are subject to the provisions of the Dodd-Frank Act. The Volcker Rule of the Dodd-Frank Act prohibits banks and bank holding companies from holding PEIs, except for SBIC funds and certain other permitted exclusions, beyond a required deadline. The Federal Reserve Board announced in December 2016 that it would allow banks to apply for an additional five-year extension beyond the July 21, 2017 deadline to comply with the Dodd-Frank Act requirement for these investments. The Company applied for and was granted an extension for its eligible PEIs. All positions in the remaining portfolio of PEIs are subject to the extended deadline or other applicable exclusions.

Of the recorded PEIs of $141 million at December 31, 2017, approximately $3 million remain prohibited by the Volcker Rule. At December 31, 2017, we have $31 million of unfunded commitments for PEIs, of which approximately $4 million relate to prohibited PEIs. We currently do not believe that this divestiture requirement will ultimately have a material impact on our financial statements. See other discussions related to PEI in Note 3.

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Loans And Allowance For Credit Losses

12 Months Ended

Dec. 31, 2017

Loans And Allowance For Credit Losses [Abstract]

Loans And Allowance For Credit Losses

LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans and Loans Held for Sale

Loans are summarized as follows according to major portfolio segment and specific loan class:

	December 31,
(In millions)	2017		2016
Loans held for sale	$	44	$	172
Commercial:
Commercial and industrial	$	14,003	$	13,452
Leasing	364		423
Owner-occupied	7,288		6,962
Municipal	1,271		778
Total commercial	22,926		21,615
Commercial real estate:
Construction and land development	2,021		2,019
Term	9,103		9,322
Total commercial real estate	11,124		11,341
Consumer:
Home equity credit line	2,777		2,645
1-4 family residential	6,662		5,891
Construction and other consumer real estate	597		486
Bankcard and other revolving plans	509		481
Other	185		190
Total consumer	10,730		9,693
Total loans	$	44,780	$	42,649

Loan balances are presented net of unearned income and fees, which amounted to $65 million at December 31, 2017 and $77 million at December 31, 2016.

Owner-occupied and commercial real estate loans include unamortized premiums of approximately $16 million at December 31, 2017 and $20 million at December 31, 2016.

Municipal loans generally include loans to municipalities with the debt service being repaid from general funds or pledged revenues of the municipal entity, or to private commercial entities or 501(c)(3) not-for-profit entities utilizing a pass-through municipal entity to achieve favorable tax treatment.

Land development loans included in the construction and land development loan class were $220 million at December 31, 2017, and $290 million at December 31, 2016.

Loans with a carrying value of approximately $25.6 billion at December 31, 2017 and $24.0 billion at December 31, 2016 have been pledged at the Federal Reserve and the FHLB of Des Moines as collateral for current and potential borrowings.

We sold loans totaling $0.9 billion in 2017, $1.4 billion in 2016, and $1.4 billion in 2015, that were classified as loans held for sale. The sold loans were derecognized from the balance sheet. Loans classified as loans held for sale primarily consist of conforming residential mortgages and the guaranteed portion of SBA loans. The loans are mainly sold to U.S. government agencies or participated to third parties. At times, we have continuing involvement in the transferred loans in the form of servicing rights or a guarantee from the respective issuer. Amounts added to loans held for sale during these same periods were $0.8 billion, $1.4 billion, and $1.4 billion, respectively.

The principal balance of sold loans for which we retain servicing was approximately $2.2 billion at December 31, 2017, and $2.0 billion at December 31, 2016, and $2.0 billion at December 31, 2015. Income from loans sold, excluding servicing, was $13 million in 2017, $18 million in 2016, and $18 million in 2015.

Allowance for Credit Losses

The ACL consists of the ALLL and the RULC.

Allowance for Loan and Lease Losses

The ALLL represents our estimate of probable and estimable losses inherent in the loan and lease portfolio as of the balance sheet date. Losses are charged to the ALLL when recognized. Generally, commercial and commercial real estate (“CRE”) loans are charged off or charged down when they are determined to be uncollectible in whole or in part, or when 180 days past due unless the loan is well secured and in process of collection. Consumer loans are either charged off or charged down to net realizable value no later than the month in which they become 180 days past due. Closed-end consumer loans that are not secured by residential real estate are either charged off or charged down to net realizable value no later than the month in which they become 120 days past due. We establish the amount of the ALLL by analyzing the portfolio at least quarterly, and we adjust the provision for loan losses so the ALLL is at an appropriate level at the balance sheet date.

We determine our ALLL as the best estimate within a range of estimated losses. The methodologies we use to estimate the ALLL depend upon the impairment status and loan portfolio. The methodology for impaired loans is discussed subsequently. For commercial and CRE loans with commitments greater than $1 million, we assign internal risk grades using a comprehensive loan grading system based on financial and statistical models, individual credit analysis, and loan officer experience and judgment. The credit quality indicators discussed subsequently are based on this grading system. Estimated losses for these commercial and CRE loans are derived from a statistical analysis of our historical default and loss given default (“LGD”) experience over the period of January 2008 through the most recent full quarter.

For consumer and small commercial and CRE loans with commitments less than or equal to $1 million, we primarily use roll rate models to forecast probable inherent losses. Roll rate models measure the rate at which these loans migrate from one delinquency category to the next worse delinquency category, and eventually to loss. We estimate roll rates for these loans using recent delinquency and loss experience by segmenting our loan portfolios into separate pools based on common risk characteristics and separately calculating historical delinquency and loss experience for each pool. These roll rates are then applied to current delinquency levels to estimate probable inherent losses.

The current status and historical changes in qualitative and environmental factors may not be reflected in our quantitative models. Thus, after applying historical loss experience, as described above, we review the

quantitatively derived level of ALLL for each segment using qualitative criteria and use those criteria to determine

our qualitative estimate. We track various risk factors that influence our judgment regarding the level of the

ALLL across the portfolio segments. These factors primarily include:

• Changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off, and recovery practices;

• Changes in international, national, regional, and local economic and business conditions;

• Changes in the nature and volume of the portfolio and in the terms of loans;

• Changes in the experience, ability, and depth of lending management and other relevant staff;

• Changes in the volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified or graded loans;

• Changes in the quality of the loan review system;

• Changes in the value of underlying collateral for collateral-dependent loans;

• The existence and effect of any concentration of credit, and changes in the level of such concentrations;

• The effect of other external factors such as competition and legal and regulatory requirements;

The magnitude of the impact of these factors on our qualitative assessment of the ALLL changes from quarter to quarter according to changes made by management in its assessment of these factors, the extent these factors are already reflected in historic loss rates, and the extent changes in these factors diverge from one to another. We also consider the uncertainty inherent in the estimation process when evaluating the ALLL.

Reserve for Unfunded Lending Commitments

We also estimate a reserve for potential losses associated with off-balance sheet commitments, including standby letters of credit. We determine the RULC using the same procedures and methodologies that we use for the ALLL. The loss factors used in the RULC are the same as the loss factors used in the ALLL, and the qualitative adjustments used in the RULC are the same as the qualitative adjustments used in the ALLL. We adjust the Company’s unfunded lending commitments that are not unconditionally cancelable to an outstanding amount equivalent using credit conversion factors, and we apply the loss factors to the outstanding equivalents.

Changes in Allowance for Credit Losses Assumptions

During the first quarter of 2016, due to the consolidation of our separate banking charters, we enhanced our methodology to estimate the ACL on a company-wide basis. As described previously, for large commercial and CRE loans, we began estimating historic loss factors by separately calculating historic default and LGD rates, instead of directly calculating loss rates for groupings of probability of default and LGD grades using a loss migration approach. For small commercial and CRE loans, we began using roll rate models to estimate probable inherent losses. For consumer loans, we began pooling loans by current loan-to-value, where applicable. The impact of these changes was largely neutral to the total ACL at implementation.

Changes in the allowance for credit losses are summarized as follows:

	December 31, 2017
(In millions)	Commercial			Commercial real estate			Consumer			Total
Allowance for loan losses
Balance at beginning of year	$	420		$	116		$	31		$	567
Additions:
Provision for loan losses	23			(18		)	19			24
Deductions:
Gross loan and lease charge-offs	(118		)	(9		)	(17		)	(144		)
Recoveries	46			14			11			71
Net loan and lease (charge-offs) recoveries	(72		)	5			(6		)	(73		)
Balance at end of year	$	371		$	103		$	44		$	518
Reserve for unfunded lending commitments
Balance at beginning of year	$	54		$	11		$	—		$	65
Provision credited to earnings	(6		)	(1		)	—			(7		)
Balance at end of year	$	48		$	10		$	—		$	58
Total allowance for credit losses
Allowance for loan losses	$	371		$	103		$	44		$	518
Reserve for unfunded lending commitments	48			10			—			58
Total allowance for credit losses	$	419		$	113		$	44		$	576

	December 31, 2016
(In millions)	Commercial			Commercial real estate			Consumer			Total
Allowance for loan losses
Balance at beginning of year	$	454		$	114		$	38		$	606
Additions:
Provision for loan losses	93			—			—			93
Deductions:
Gross loan and lease charge-offs	(170		)	(12		)	(16		)	(198		)
Recoveries	43			14			9			66
Net loan and lease charge-offs	(127		)	2			(7		)	(132		)
Balance at end of year	$	420		$	116		$	31		$	567
Reserve for unfunded lending commitments
Balance at beginning of year	$	58		$	16		$	1		$	75
Provision credited to earnings	(4		)	(5		)	(1		)	(10		)
Balance at end of year	$	54		$	11		$	—		$	65
Total allowance for credit losses
Allowance for loan losses	$	420		$	116		$	31		$	567
Reserve for unfunded lending commitments	54			11			—			65
Total allowance for credit losses	$	474		$	127		$	31		$	632

The ALLL and outstanding loan balances according to the Company’s impairment method are summarized as follows:

	December 31, 2017
(In millions)	Commercial		Commercial real estate		Consumer		Total
Allowance for loan losses
Individually evaluated for impairment	$	26	$	1	$	4	$	31
Collectively evaluated for impairment	345		102		40		487
Purchased loans with evidence of credit deterioration	—		—		—		—
Total	$	371	$	103	$	44	$	518
Outstanding loan balances
Individually evaluated for impairment	$	314	$	69	$	76	$	459
Collectively evaluated for impairment	22,598		11,048		10,648		44,294
Purchased loans with evidence of credit deterioration	14		7		6		27
Total	$	22,926	$	11,124	$	10,730	$	44,780

	December 31, 2016
(In millions)	Commercial		Commercial real estate		Consumer		Total
Allowance for loan losses
Individually evaluated for impairment	$	56	$	3	$	6	$	65
Collectively evaluated for impairment	364		113		25		502
Purchased loans with evidence of credit deterioration	—		—		—		—
Total	$	420	$	116	$	31	$	567
Outstanding loan balances
Individually evaluated for impairment	$	466	$	78	$	75	$	619
Collectively evaluated for impairment	21,111		11,231		9,611		41,953
Purchased loans with evidence of credit deterioration	38		32		7		77
Total	$	21,615	$	11,341	$	9,693	$	42,649

Nonaccrual and Past Due Loans

Loans are generally placed on nonaccrual status when payment in full of principal and interest is not expected, or the loan is 90 days or more past due as to principal or interest, unless the loan is both well secured and in the process of collection. Factors we consider in determining whether a loan is placed on nonaccrual include delinquency status, collateral-value, borrower or guarantor financial statement information, bankruptcy status, and other information which would indicate that the full and timely collection of interest and principal is uncertain.

A nonaccrual loan may be returned to accrual status when all delinquent interest and principal become current in accordance with the terms of the loan agreement; the loan, if secured, is well secured; the borrower has paid according to the contractual terms for a minimum of six months; and analysis of the borrower indicates a reasonable assurance of the ability and willingness to maintain payments. Payments received on nonaccrual loans are applied as a reduction to the principal outstanding.

Closed-end loans with payments scheduled monthly are reported as past due when the borrower is in arrears for two or more monthly payments. Similarly, open-end credit such as charge-card plans and other revolving credit plans are reported as past due when the minimum payment has not been made for two or more billing cycles. Other multi-payment obligations (i.e., quarterly, semiannual, etc.), single payment, and demand notes are reported as past due when either principal or interest is due and unpaid for a period of 30 days or more.

Nonaccrual loans are summarized as follows:
	December 31,
(In millions)	2017		2016
Loans held for sale	$	12	$	40
Commercial:
Commercial and industrial	$	195	$	354
Leasing	8		14
Owner-occupied	90		74
Municipal	1		1
Total commercial	294		443
Commercial real estate:
Construction and land development	4		7
Term	36		29
Total commercial real estate	40		36
Consumer:
Home equity credit line	13		11
1-4 family residential	55		36
Construction and other consumer real estate	—		2
Bankcard and other revolving plans	—		1
Other	—		—
Total consumer loans	68		50
Total	$	402	$	529

Past due loans (accruing and nonaccruing) are summarized as follows:
	December 31, 2017
(In millions)	Current		30-89 days past due		90+ days past due		Total past due		Total loans		Accruing loans 90+ days past due		Nonaccrual loans that are current1
Loans held for sale	$	44	$	—	$	—	$	—	$	44	$	—	$	12
Commercial:
Commercial and industrial	$	13,887	$	60	$	56	$	116	$	14,003	$	13	$	146
Leasing	363		1		—		1		364		—		8
Owner-occupied	7,219		29		40		69		7,288		4		49
Municipal	1,271		—		—		—		1,271		—		1
Total commercial	22,740		90		96		186		22,926		17		204
Commercial real estate:
Construction and land development	2,014		3		4		7		2,021		—		—
Term	9,079		13		11		24		9,103		2		25
Total commercial real estate	11,093		16		15		31		11,124		2		25
Consumer:
Home equity credit line	2,763		9		5		14		2,777		—		5
1-4 family residential	6,621		16		25		41		6,662		1		27
Construction and other consumer real estate	590		6		1		7		597		1		—
Bankcard and other revolving plans	506		2		1		3		509		1		—
Other	184		1		—		1		185		—		—
Total consumer loans	10,664		34		32		66		10,730		3		32
Total	$	44,497	$	140	$	143	$	283	$	44,780	$	22	$	261

	December 31, 2016
(In millions)	Current		30-89 days past due		90+ days past due		Total past due		Total loans		Accruing loans 90+ days past due		Nonaccrual loans that are current1
Loans held for sale	$	172	$	—	$	—	$	—	$	172	$	—	$	40
Commercial:
Commercial and industrial	$	13,306	$	72	$	74	$	146	$	13,452	$	10	$	287
Leasing	423		—		—		—		423		—		14
Owner-occupied	6,894		40		28		68		6,962		8		43
Municipal	778		—		—		—		778		—		1
Total commercial	21,401		112		102		214		21,615		18		345
Commercial real estate:
Construction and land development	2,010		7		2		9		2,019		1		1
Term	9,291		9		22		31		9,322		12		18
Total commercial real estate	11,301		16		24		40		11,341		13		19
Consumer:
Home equity credit line	2,635		4		6		10		2,645		1		5
1-4 family residential	5,857		12		22		34		5,891		—		11
Construction and other consumer real estate	479		3		4		7		486		3		—
Bankcard and other revolving plans	478		2		1		3		481		1		1
Other	189		1		—		1		190		—		—
Total consumer loans	9,638		22		33		55		9,693		5		17
Total	$	42,340	$	150	$	159	$	309	$	42,649	$	36	$	381

¹  Represents nonaccrual loans that are not past due more than 30 days; however, full payment of principal and interest is still not expected.

Credit Quality Indicators

In addition to the past due and nonaccrual criteria, we also analyze loans using loan risk grading systems, which vary based on the size and type of credit risk exposure. The internal risk grades assigned to loans follow our definitions of Pass, Special Mention, Substandard, and Doubtful, which are consistent with published definitions of regulatory risk classifications.

Definitions of Pass, Special Mention, Substandard, and Doubtful are summarized as follows:

Pass – A Pass asset is higher quality and does not fit any of the other categories described below. The likelihood of loss is considered low.

Special Mention – A Special Mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank’s credit position at some future date.

Substandard – A Substandard asset is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified have well-defined weaknesses and are characterized by the distinct possibility that the Bank may sustain some loss if deficiencies are not corrected.

Doubtful – A Doubtful asset has all the weaknesses inherent in a Substandard asset with the added characteristics that the weaknesses make collection or liquidation in full highly questionable and improbable.

We generally assign internal risk grades to commercial and CRE loans with commitments greater than $1 million based on financial and statistical models, individual credit analysis, and loan officer experience and judgment. For these larger loans, we assign one of multiple grades within the Pass classification or one of the following four grades: Special Mention, Substandard, Doubtful, and Loss. Loss indicates that the outstanding balance has been charged off. We confirm our internal risk grades quarterly, or as soon as we identify information that affects the credit risk of the loan.

For consumer loans and certain small commercial and CRE loans with commitments less than or equal to $1 million, we generally assign internal risk grades similar to those described previously based on automated rules that depend on refreshed credit scores, payment performance, and other risk indicators. These are generally assigned either a Pass or Substandard grade and are reviewed as we identify information that might warrant a grade change.

Outstanding loan balances (accruing and nonaccruing) categorized by these credit quality classifications are summarized as follows:

	December 31, 2017
(In millions)	Pass		Special mention		Sub- standard		Doubtful		Total loans		Total allowance
Commercial:
Commercial and industrial	$	13,001	$	395	$	606	$	1	$	14,003
Leasing	342		6		16		—		364
Owner-occupied	6,920		93		275		—		7,288
Municipal	1,257		13		1		—		1,271
Total commercial	21,520		507		898		1		22,926		$	371
Commercial real estate:
Construction and land development	2,002		15		4		—		2,021
Term	8,816		138		149		—		9,103
Total commercial real estate	10,818		153		153		—		11,124		103
Consumer:
Home equity credit line	2,759		—		18		—		2,777
1-4 family residential	6,602		—		60		—		6,662
Construction and other consumer real estate	596		—		1		—		597
Bankcard and other revolving plans	507		—		2		—		509
Other	185		—		—		—		185
Total consumer loans	10,649		—		81		—		10,730		44
Total	$	42,987	$	660	$	1,132	$	1	$	44,780	$	518

	December 31, 2016
(In millions)	Pass		Special mention		Sub- standard		Doubtful		Total loans		Total allowance
Commercial:
Commercial and industrial	$	12,185	$	266	$	998	$	3	$	13,452
Leasing	387		5		30		1		423
Owner-occupied	6,560		96		306		—		6,962
Municipal	765		7		6		—		778
Total commercial	19,897		374		1,340		4		21,615		$	420
Commercial real estate:
Construction and land development	1,942		52		25		—		2,019
Term	9,096		82		144		—		9,322
Total commercial real estate	11,038		134		169		—		11,341		116
Consumer:
Home equity credit line	2,629		—		16		—		2,645
1-4 family residential	5,851		—		40		—		5,891
Construction and other consumer real estate	482		—		4		—		486
Bankcard and other revolving plans	478		—		3		—		481
Other	189		—		1		—		190
Total consumer loans	9,629		—		64		—		9,693		31
Total	$	40,564	$	508	$	1,573	$	4	$	42,649	$	567

Impaired Loans

Loans are considered impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due in accordance with the contractual terms of the loan agreement, including scheduled interest payments. For our non-purchased credit-impaired loans, if a nonaccrual loan has a balance greater than $1 million, or if a loan is a TDR, including TDRs that subsequently default, or if the loan is no longer reported as a TDR, we individually evaluate the loan for impairment and estimate a specific reserve for the loan for all portfolio segments under applicable accounting guidance. Smaller nonaccrual loans are pooled for ALLL estimation purposes. PCI loans are included in impaired loans and are accounted for under separate accounting guidance. See subsequent discussion under Purchased Loans.

When a loan is impaired, we estimate a specific reserve for the loan based on the projected present value of the loan’s future cash flows discounted at the loan’s effective interest rate, the observable market price of the loan, or the fair value of the loan’s underlying collateral. The process of estimating future cash flows also incorporates the same determining factors discussed previously under nonaccrual loans. When we base the impairment amount on the fair value of the loan’s underlying collateral, we generally charge-off the portion of the balance that is impaired, such that these loans do not have a specific reserve in the ALLL. Payments received on impaired loans that are accruing are recognized in interest income, according to the contractual loan agreement. Payments received on impaired loans that are on nonaccrual are not recognized in interest income, but are applied as a reduction to the principal outstanding. The amount of interest income recognized on a cash basis during the time the loans were impaired within the years ended December 31, 2017 and 2016 was not significant.

Information on impaired loans individually evaluated is summarized as follows, including the average recorded investment and interest income recognized for the years ended December 31, 2017 and 2016:

	December 31, 2017										Year Ended December 31, 2017
(In millions)	Unpaid principal balance		Recorded investment				Total recorded investment		Related allowance		Average recorded investment		Interest income recognized
			with no allowance		with allowance
Commercial:
Commercial and industrial	$	293	$	80	$	142	$	222	$	24	$	289	$	6
Owner-occupied	120		79		23		102		2		97		6
Municipal	1		1		—		1		—		1		—
Total commercial	414		160		165		325		26		387		12
Commercial real estate:
Construction and land development	8		4		2		6		—		8		—
Term	56		36		12		48		—		49		12
Total commercial real estate	64		40		14		54		—		57		12
Consumer:
Home equity credit line	25		13		9		22		—		21		1
1-4 family residential	67		28		29		57		4		52		1
Construction and other consumer real estate	2		1		1		2		—		2		—
Other	1		1		—		1		—		1		1
Total consumer loans	95		43		39		82		4		76		3
Total	$	573	$	243	$	218	$	461	$	30	$	520	$	27

	December 31, 2016										Year Ended December 31, 2016
(In millions)	Unpaid principal balance		Recorded investment				Total recorded investment		Related allowance		Average recorded investment		Interest income recognized
			with no allowance		with allowance
Commercial:
Commercial and industrial	$	470	$	82	$	311	$	393	$	52	$	333	$	5
Owner-occupied	115		71		30		101		3		99		9
Municipal	1		1		—		1		—		1		—
Total commercial	586		154		341		495		55		433		14
Commercial real estate:
Construction and land development	22		7		6		13		—		11		2
Term	92		53		17		70		2		76		13
Total commercial real estate	114		60		23		83		2		87		15
Consumer:
Home equity credit line	24		16		7		23		—		22		1
1-4 family residential	59		27		28		55		6		57		2
Construction and other consumer real estate	3		1		2		3		—		2		—
Other	2		1		—		1		—		2		—
Total consumer loans	88		45		37		82		6		83		3
Total	$	788	$	259	$	401	$	660	$	63	$	603	$	32

Modified and Restructured Loans

Loans may be modified in the normal course of business for competitive reasons or to strengthen the Company’s position. Loan modifications and restructurings may also occur when the borrower experiences financial difficulty and needs temporary or permanent relief from the original contractual terms of the loan. Loans that have been modified to accommodate a borrower who is experiencing financial difficulties, and for which the Company has granted a concession that it would not otherwise consider, are considered troubled debt restructurings (“TDRs”).

We consider many factors in determining whether to agree to a loan modification involving concessions, and seek a solution that will both minimize potential loss to the Company and attempt to help the borrower. We evaluate borrowers’ current and forecasted future cash flows, their ability and willingness to make current contractual or proposed modified payments, the value of the underlying collateral (if applicable), the possibility of obtaining additional security or guarantees, and the potential costs related to a repossession or foreclosure and the subsequent sale of the collateral.

TDRs are classified as either accrual or nonaccrual loans. A loan on nonaccrual and restructured as a TDR will remain on nonaccrual status until the borrower has proven the ability to perform under the modified structure for a minimum of six months, and there is evidence that such payments can and are likely to continue as agreed. Performance prior to the restructuring, or significant events that coincide with the restructuring, are included in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual at the time of restructuring or after a shorter performance period. If the borrower’s ability to meet the revised payment schedule is uncertain, the loan remains classified as a nonaccrual loan. A TDR loan that specifies an interest rate that at the time of the restructuring is greater than or equal to the rate the Bank is willing to accept for a new loan with comparable risk may not be reported as a TDR or an impaired loan in the calendar years subsequent to the restructuring if it is in compliance with its modified terms.

Selected information on TDRs at year-end that includes the recorded investment on an accruing and nonaccruing basis by loan class and modification type is summarized in the following schedules:

	December 31, 2017
	Recorded investment resulting from the following modification types:
(In millions)	Interest rate below market		Maturity or term extension		Principal forgiveness		Payment deferral		Other1		Multiple modification types2		Total
Accruing
Commercial:
Commercial and industrial	$	—	$	2	$	—	$	—	$	12	$	33	$	47
Owner-occupied	1		1		—		—		7		14		23
Total commercial	1		3		—		—		19		47		70
Commercial real estate:
Construction and land development	—		—		—		—		—		2		2
Term	6		—		—		1		—		7		14
Total commercial real estate	6		—		—		1		—		9		16
Consumer:
Home equity credit line	—		2		9		—		1		3		15
1-4 family residential	1		—		6		1		2		26		36
Construction and other consumer real estate	—		1		—		—		—		1		2
Total consumer loans	1		3		15		1		3		30		53
Total accruing	8		6		15		2		22		86		139
Nonaccruing
Commercial:
Commercial and industrial	—		3		5		2		28		24		62
Owner-occupied	1		2		—		1		1		5		10
Municipal	—		1		—		—		—		—		1
Total commercial	1		6		5		3		29		29		73
Commercial real estate:
Construction and land development	—		—		—		—		—		—		—
Term	2		—		—		—		—		3		5
Total commercial real estate	2		—		—		—		—		3		5
Consumer:
Home equity credit line	—		—		1		—		—		—		1
1-4 family residential	—		—		2		—		1		5		8
Construction and other consumer real estate	—		—		—		—		—		—		—
Total consumer loans	—		—		3		—		1		5		9
Total nonaccruing	3		6		8		3		30		37		87
Total	$	11	$	12	$	23	$	5	$	52	$	123	$	226

¹  Includes TDRs that resulted from other modification types including, but not limited to, a legal judgment awarded on different terms, a bankruptcy plan confirmed on different terms, a settlement that includes the delivery of collateral in exchange for debt reduction, etc.

²  Includes TDRs that resulted from a combination of any of the previous modification types.

	December 31, 2016
	Recorded investment resulting from the following modification types:
(In millions)	Interest rate below market		Maturity or term extension		Principal forgiveness		Payment deferral		Other1		Multiple modification types2		Total
Accruing
Commercial:
Commercial and industrial	$	—	$	19	$	—	$	—	$	—	$	28	$	47
Owner-occupied	3		—		1		—		8		10		22
Total commercial	3		19		1		—		8		38		69
Commercial real estate:
Construction and land development	—		4		—		—		—		4		8
Term	4		—		—		1		2		10		17
Total commercial real estate	4		4		—		1		2		14		25
Consumer:
Home equity credit line	—		1		10		—		—		3		14
1-4 family residential	3		1		6		—		2		30		42
Construction and other consumer real estate	—		—		—		—		—		1		1
Total consumer loans	3		2		16		—		2		34		57
Total accruing	10		25		17		1		12		86		151
Nonaccruing
Commercial:
Commercial and industrial	1		—		—		1		33		25		60
Owner-occupied	—		1		—		3		1		12		17
Municipal	—		1		—		—		—		—		1
Total commercial	1		2		—		4		34		37		78
Commercial real estate:
Construction and land development	—		—		—		—		2		—		2
Term	2		1		—		—		2		3		8
Total commercial real estate	2		1		—		—		4		3		10
Consumer:
Home equity credit line	—		—		1		—		—		1		2
1-4 family residential	—		—		2		—		1		5		8
Construction and other consumer real estate	—		—		—		2		—		—		2
Total consumer loans	—		—		3		2		1		6		12
Total nonaccruing	3		3		3		6		39		46		100
Total	$	13	$	28	$	20	$	7	$	51	$	132	$	251

¹  Includes TDRs that resulted from other modification types including, but not limited to, a legal judgment awarded on different terms, a bankruptcy plan confirmed on different terms, a settlement that includes the delivery of collateral in exchange for debt reduction, etc.

²  Includes TDRs that resulted from a combination of any of the previous modification types.

Unfunded lending commitments on TDRs amounted to approximately $22 million at December 31, 2017 and $14 million at December 31, 2016.

The total recorded investment of all TDRs in which interest rates were modified below market was $120 million at December 31, 2017 and $128 million at December 31, 2016, respectively. These loans are included in the previous schedule in the columns for interest rate below market and multiple modification types.

The net financial impact on interest income due to interest rate modifications below market for accruing TDRs is summarized in the following schedule:

(In millions)	2017			2016
Consumer:
1-4 family residential	$	(1	)	$	(1	)
Total consumer loans	(1		)	(1		)
Total decrease to interest income 1	$	(1	)	$	(1	)

¹  Calculated based on the difference between the modified rate and the premodified rate applied to the recorded investment.

On an ongoing basis, we monitor the performance of all TDRs according to their restructured terms. Subsequent payment default is defined in terms of delinquency, when principal or interest payments are past due 90 days or more for commercial loans, or 60 days or more for consumer loans.

The recorded investment of accruing and nonaccruing TDRs that had a payment default during the period listed below (and are still in default at year-end) and are within 12 months or less of being modified as TDRs is as follows:

(In millions)	December 31, 2017						December 31, 2016
	Accruing		Nonaccruing		Total		Accruing		Nonaccruing		Total
Commercial:
Commercial and industrial	$	1	$	3	$	4	$	—	$	—	$	—
Owner-occupied	—		1		1		—		1		1
Total commercial	1		4		5		—		1		1
Consumer:
Construction and other consumer real estate	—		—		—		—		2		2
Total consumer loans	—		—		—		—		2		2
Total	$	1	$	4	$	5	$	—	$	3	$	3

Note: Total loans modified as TDRs during the 12 months previous to December 31, 2017 and 2016 were $94 million and $73 million, respectively.

At December 31, 2017 and December 31, 2016, the amount of foreclosed residential real estate property held by the Company was less than $1 million and $2 million, and the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure was approximately $10 million for both periods, respectively.

Concentrations of Credit Risk

Credit risk is the possibility of loss from the failure of a borrower, guarantor, or another obligor to fully perform under the terms of a credit-related contract. Credit risks (whether on- or off-balance sheet) may occur when individual borrowers, groups of borrowers, or counterparties have similar economic characteristics, including industries, geographies, collateral types, sponsors, etc., and are similarly affected by changes in economic or other conditions. Credit risk also includes the loss that would be recognized subsequent to the reporting date if counterparties failed to perform as contracted. See Note 7 for a discussion of counterparty risk associated with the Company’s derivative transactions.

We perform an ongoing analysis of our loan portfolio to evaluate whether there is any significant exposure to any concentrations of credit risk. Based on this analysis, we believe that the loan portfolio is generally well diversified; however, there are certain significant concentrations in CRE and oil and gas-related lending. Further, we cannot guarantee that we have fully understood or mitigated all risk concentrations or correlated risks. We have adopted and adhere to concentration limits on various types of CRE lending, particularly construction and land development lending, leveraged and enterprise value lending, municipal lending, and oil and gas-related lending. All of these limits are continually monitored and revised as necessary.

Purchased Loans

Background and Accounting

We purchase loans in the ordinary course of business and account for them and the related interest income based on their performing status at the time of acquisition. PCI loans have evidence of credit deterioration at the time of acquisition and it is probable that not all contractual payments will be collected. Interest income for PCI loans is accounted for on an expected cash flow basis. Upon acquisition, in accordance with applicable accounting guidance, the acquired loans were recorded at their fair value without a corresponding ALLL. Certain acquired loans with similar characteristics such as risk exposure, type, size, etc., are grouped and accounted for in loan pools.

During 2009, CB&T and NSB acquired failed bank assets from the FDIC as receiver and entered into loss sharing

agreements (“LSAs”) with the FDIC for the acquired loans and foreclosed assets. According to the agreements, the FDIC assumes 80% of credit losses of non-single family residential loans up to a threshold specified for each acquisition, and 95% above that threshold for five years. The agreements expire after ten years, or in 2019, for single family residential loans. Subsequent to December 31, 2017, we entered into agreements with the FDIC to early-terminate the LSAs, mainly because carrying values of the acquired loans have significantly declined, and the loans have performed better than originally expected. Future losses on these loans are expected to be insignificant.

Outstanding Balances and Accretable Yield

The outstanding balances of all required payments and the related carrying amounts for PCI loans are as follows:

	December 31,
(In millions)	2017		2016
Commercial	$	25	$	49
Commercial real estate	9		51
Consumer	7		9
Outstanding balance	$	41	$	109
Carrying amount	$	27	$	77
Less ALLL	—		1
Carrying amount, net	$	27	$	76

At the time of acquisition of PCI loans, we determine the loan’s contractually required payments in excess of all cash flows expected to be collected as an amount that should not be accreted (nonaccretable difference). With respect to the cash flows expected to be collected, the portion representing the excess of the loan’s expected cash flows over our initial investment (accretable yield) is accreted into interest income on a level yield basis over the remaining expected life of the loan or pool of loans. The effects of estimated prepayments are considered in estimating the expected cash flows.

Certain PCI loans are not accounted for as previously described because the estimation of cash flows to be collected involves a high degree of uncertainty. Under these circumstances, the accounting guidance provides that interest income is recognized on a cash basis similar to the cost recovery methodology for nonaccrual loans. The net carrying amounts in the preceding schedule also include the amounts for these loans. There were no loans of this type at December 31, 2017 and December 31, 2016.

Changes in the accretable yield for PCI loans were as follows: 

(In millions)	2017			2016
Balance at beginning of year	$	33		$	40
Accretion	(20		)	(24		)
Reclassification from nonaccretable difference	—			11
Disposals and other	1			6
Balance at end of year	$	14		$	33

Note: Amounts have been adjusted based on refinements to the original estimates of the accretable yield.

The primary drivers of reclassification to accretable yield from nonaccretable difference and increases in disposals and other resulted primarily from (1) changes in estimated cash flows, (2) unexpected payments on nonaccrual loans, and (3) recoveries on zero balance loans pools. See subsequent discussion under changes in cash flow estimates.

Allowance for Loan and Lease Losses Determination

For all acquired loans, the ALLL is only established for credit deterioration subsequent to the date of acquisition and represents our estimate of the inherent losses in excess of the book value of acquired loans. The ALLL for acquired loans is included in the overall ALLL in the balance sheet.

During 2017, 2016 and 2015, we adjusted the ALLL for acquired loans by recording a provision for loan losses of less than $1 million in each period. The provision is net of the ALLL reversals resulting from changes in cash flow estimates, which are discussed subsequently.

Changes in the provision for loan losses and related ALLL are driven in large part by the same factors that affect the changes in reclassification from nonaccretable difference to accretable yield, as discussed under changes in cash flow estimates.

Changes in Cash Flow Estimates

Over the life of the loan or loan pool, we continue to estimate cash flows expected to be collected. We evaluate quarterly at the balance sheet date whether the estimated present values of these loans using the effective interest rates have decreased below their carrying values. If so, we record a provision for loan losses.

For increases in carrying values that resulted from better than expected cash flows, we use such increases first to reverse any existing ALLL. During 2017, 2016, and 2015, total reversals to the ALLL, including the impact of increases in estimated cash flows, were less than $1 million in 2017, $2 million in 2016, and $4 million in 2015. When there is no current ALLL, we increase the amount of accretable yield on a prospective basis over the remaining life of the loan and recognize this increase in interest income.

The impact of increased cash flow estimates recognized in the statement of income for acquired loans with no ALLL was approximately $18 million in 2017, $19 million in 2016, and $32 million in 2015, of additional interest income.

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Derivative Instruments And Hedging Activities

12 Months Ended

Dec. 31, 2017

Summary of Derivative Instruments [Abstract]

Derivative Instruments And Hedging Activities

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Objectives

Our objectives in using derivatives are to add stability to interest income or expense, to modify the duration of specific assets or liabilities as we consider advisable, to manage exposure to interest rate movements or other identified risks, and/or to directly offset derivatives sold to our customers. We apply hedge accounting to certain derivatives executed for risk management purposes as described in more detail subsequently. However, we do not apply hedge accounting to all of the derivatives involved in our risk management activities. Derivatives not designated as accounting hedges are not speculative and are used to economically manage our exposure to interest rate movements and other identified risks, but do not meet the strict hedge accounting requirements.

Accounting

We record all derivatives on the balance sheet at fair value. Note 3 discusses the process to estimate fair value for derivatives. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting accounting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected cash flows, or other types of forecasted transactions, are considered cash flow hedges.

For derivatives designated as fair value hedges, changes in the fair value of the derivative are recognized in earnings together with changes in the fair value of the related hedged item. The net amount, if any, representing hedge ineffectiveness, is reflected in earnings. In previous years, we used fair value hedges to manage interest rate exposure to certain long-term debt. These hedges have been terminated and their remaining balances were completely amortized into earnings during 2015.

For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative are recorded in OCI and recognized in earnings when the hedged transaction affects earnings. The ineffective portion of changes in the fair value of cash flow hedges is recognized directly in earnings. We use interest rate swaps as part of our cash flow hedging strategy to hedge the variable cash flows associated with designated commercial loans. These interest rate swap agreements designated as cash flow hedges involve the receipt of fixed-rate amounts in exchange for variable-rate payments over the life of the agreements without exchange of the underlying notional amount.

During 2016 we closed our branch in Grand Cayman, Grand Cayman Islands B.W.I. and no longer have foreign operations. No derivatives were designated as hedges of investments in foreign operations during 2017.

We assess the effectiveness of each hedging relationship by comparing the changes in fair value or cash flows on the derivative hedging instrument with the changes in fair value or cash flows on the designated hedged item or transaction. For derivatives not designated as accounting hedges, changes in fair value are recognized in earnings. The remaining balances of any derivative instruments terminated prior to maturity, including amounts in AOCI for cash flow hedges, are accreted or amortized to interest income or expense over the period to their previously stated maturity dates. Amounts in AOCI are reclassified to interest income as interest is earned on related variable-rate loans and as amounts for terminated hedges are accreted or amortized to earnings.

Collateral and Credit Risk

Exposure to credit risk arises from the possibility of nonperformance by counterparties. No significant losses on derivative instruments have occurred as a result of counterparty nonperformance. Financial institutions which are well-capitalized and well-established are the counterparties for those derivatives entered into for asset-liability management and to offset derivatives sold to our customers. The Company reduces its counterparty exposure for derivative contracts by centrally clearing all eligible derivatives.

For those derivatives that are not centrally cleared, the counterparties are typically financial institutions or customers of the Company. For those that are financial institutions, we manage our credit exposure through the use of a Credit Support Annex (“CSA”) to International Swaps and Derivative Association master agreements. Eligible collateral types are documented by the CSA and controlled under the Company’s general credit policies. Collateral balances are typically monitored on a daily basis. A valuation haircut policy reflects the fact that collateral may fall in value between the date the collateral is called and the date of liquidation or enforcement. In practice, all of the Company’s collateral held as credit risk mitigation under a CSA is cash.

We offer interest rate swaps to our customers to assist them in managing their exposure to changing interest rates. Upon issuance, all of these customer swaps are immediately offset through matching derivative contracts, such that the Company minimizes its interest rate risk exposure resulting from such transactions. Most of these customers do not have the capability for centralized clearing. Therefore, we manage the credit risk through loan underwriting which includes a credit risk exposure formula for the swap, the same collateral and guarantee protection applicable to the loan and credit approvals, limits, and monitoring procedures. Fee income from customer swaps is included in other service charges, commissions and fees. No significant losses on derivative instruments have occurred as a result of counterparty nonperformance. Nevertheless, the related credit risk is considered and measured when and where appropriate. See Notes 6 and 15 for further discussion of our underwriting, collateral requirements, and other procedures used to address credit risk.

Our derivative contracts require us to pledge collateral for derivatives that are in a net liability position at a given balance sheet date. Certain of these derivative contracts contain credit-risk-related contingent features that include the requirement to maintain a minimum debt credit rating. We may be required to pledge additional collateral if a credit-risk-related feature were triggered, such as a downgrade of our credit rating. However, in past situations, not all counterparties have demanded that additional collateral be pledged when provided for under their contracts. At December 31, 2017, the fair value of our derivative liabilities was $40 million, for which we were required to pledge cash collateral of approximately $38 million in the normal course of business. If our credit rating were downgraded one notch by either Standard & Poor’s or Moody’s at December 31, 2017, the additional amount of collateral we could be required to pledge is approximately $1 million. As a result of the Dodd-Frank Act, all newly eligible derivatives entered into are cleared through a central clearinghouse. Derivatives that are centrally cleared do not have credit-risk-related features that require additional collateral if our credit rating were downgraded.

Derivative Amounts

Selected information with respect to notional amounts and recorded gross fair values at December 31, 2017 and 2016, and the related gain (loss) of derivative instruments for the years then ended is summarized as follows:

	December 31, 2017						December 31, 2016
	Notional amount		Fair value				Notional amount		Fair value
(In millions)			Other assets		Other liabilities				Other assets		Other liabilities
Derivatives designated as hedging instruments
Cash flow hedges:
Interest rate swaps	$	1,138	$	—	$	—	$	1,388	$	2	$	1
Derivatives not designated as hedging instruments
Interest rate swaps	223		1		—		235		2		—
Interest rate swaps for customers 1	4,550		28		33		4,162		49		49
Foreign exchange	913		9		7		424		11		9
Total derivatives not designated as hedging instruments	5,686		38		40		4,821		62		58
Total derivatives	$	6,824	$	38	$	40	$	6,209	$	64	$	59

¹ Notional amounts include both the customer swaps and the offsetting derivative contracts.

	Year Ended December 31, 2017										Year Ended December 31, 2016
	Amount of derivative gain (loss) recognized/reclassified
(In millions)	OCI			Reclassified from AOCI to interest income		Noninterest income (expense)			Offset to interest expense		OCI		Reclassified from AOCI to interest income		Noninterest income (expense)		Offset to interest expense
Derivatives designated as hedging instruments
Cash flow hedges: 1
Interest rate swaps	$	(8	)	$	4						$	8	$	11
Derivatives not designated as hedging instruments
Interest rate swaps						$	(1	)							$	1
Interest rate swaps for customers						11									14
Foreign exchange						17									11
Total derivatives	$	(8	)	$	4	$	27		$	—	$	8	$	11	$	26	$	—

Note: These schedules are not intended to present at any given time the Company’s long/short position with respect to its derivative contracts.

¹  Amounts recognized in OCI and reclassified from AOCI represent the effective portion of the derivative gain (loss). For the 12 months following December 31, 2017, we estimate that $1 million will be reclassified from AOCI into interest income.

The fair value of derivative assets was reduced by a net credit valuation adjustment of $2 million at December 31,2017 and 2016, respectively. The fair value of derivative liabilities was reduced by a net debit valuation adjustment of $1 million at December 31, 2017 and 2016, respectively. These adjustments are required to reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk.

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Premises and Equipment

12 Months Ended

Dec. 31, 2017

Property, Plant and Equipment [Line Items]

Property, Plant and Equipment Disclosure [Text Block]

. PREMISES, EQUIPMENT AND SOFTWARE, NET

Premises, equipment and software, net are summarized as follows:

(In millions)	December 31,
	2017		2016
Land	$	234	$	229
Buildings	720		683
Furniture and equipment	451		458
Leasehold improvements	135		140
Software	401		355
Total	1,941		1,865
Less accumulated depreciation and amortization	847		845
Net book value	$	1,094	$	1,020

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Goodwill And Other Intangible Assets

12 Months Ended

Dec. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

. GOODWILL AND OTHER INTANGIBLE ASSETS

Core deposit and other intangible assets and related accumulated amortization are as follows at December 31:

	Gross carrying amount				Accumulated amortization						Net carrying amount
(In millions)	2017		2016		2017			2016			2017		2016
Core deposit intangibles	$	167	$	167	$	(165	)	$	(159	)	$	2	$	8
Customer relationships and other intangibles	28		28		(28		)	(28		)	—		—
Total	$	195	$	195	$	(193	)	$	(187	)	$	2	$	8

The amount of amortization expense of core deposit and other intangible assets is separately reflected in the statement of income. Estimated amortization expense for core deposit and other intangible assets is $2 million in 2018, less than $1 million in 2019, and nothing thereafter.

Changes in the carrying amount of goodwill for operating segments with goodwill are as follows:

(In millions)	Zions Bank		CB&T		Amegy		Consolidated Company
Balance at December 31, 2015	$	20	$	379	$	615	$	1,014
Impairment losses	—		—		—		—
Balance at December 31, 2016	20		379		615		1,014
Impairment losses	—		—		—		—
Balance at December 31, 2017	$	20	$	379	$	615	$	1,014

A company-wide annual impairment test is conducted as of October 1 of each year and updated on a more frequent basis when events or circumstances indicate that impairment could have taken place. Results of the testing for 2017 and 2016 concluded that no impairment was present in any of the operating segments.

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Deposits

12 Months Ended

Dec. 31, 2017

Deposits [Abstract]

Deposit Liabilities Disclosures [Text Block]

DEPOSITS

At December 31, 2017, the scheduled maturities of all time deposits were as follows:

(In millions)
2018	$	2,584
2019	256
2020	132
2021	85
2022	57
Thereafter	1
Total	$	3,115

The contractual maturities of time deposits with a denomination of $100,000 and over were as follows:

(In millions)	December 31, 2017
Three months or less	$	1,023
After three months through six months	485
After six months through twelve months	508
After twelve months	312
Total	$	2,328

Time deposits in denominations that meet or exceed the current FDIC insurance limit of $250,000 were $1.9 billion and $1.4 billion at December 31, 2017 and 2016, respectively. Time deposits under $250,000 were $1.2 billion and $1.4 billion at December 31, 2017 and 2016, respectively. Deposit overdrafts reclassified as loan balances were $14 million and $11 million at December 31, 2017 and 2016, respectively.

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Short-Term Borrowings

12 Months Ended

Dec. 31, 2017

Short-term Debt [Abstract]

Short-Term Borrowings

SHORT-TERM BORROWINGS

Selected information for FHLB advances and other short-term borrowings is as follows:

(Dollar amounts in millions)	2017			2016			2015
Federal Home Loan Bank advances
Average amount outstanding	$	2,657		$	37		$	—
Average rate	1.13		%	0.59		%	—		%
Highest month-end balance	3,750			750			—
Year-end balance	3,600			500			—
Average rate on outstandings at year-end	1.44		%	0.75		%	—		%
Other short-term borrowings, year-end balances
Federal funds purchased	927			106			111
Security repurchase agreements	354			196			206
Securities sold, not yet purchased	95			25			30
Total Federal Home Loan Bank advances and other short-term borrowings	$	4,976		$	827		$	347

ZB, N.A. may borrow from the FHLB under their lines of credit that are secured under blanket pledge arrangements. ZB, N.A. maintained unencumbered collateral with carrying amounts adjusted for the types of collateral pledged, equal to at least 100% of the outstanding advances. At December 31, 2017, the amount available for FHLB advances was approximately $8.9 billion. ZB, N.A. may also borrow from the Federal Reserve based on the amount of collateral pledged to a Federal Reserve Bank. At December 31, 2017, the amount available for additional Federal Reserve borrowings was approximately $5.8 billion.

Federal funds purchased and security repurchase agreements generally mature in less than 30 days. Our participation in security repurchase agreements is on an overnight or term basis (e.g., 30 or 60 days). ZB, N.A. executes overnight repurchase agreements with sweep accounts in conjunction with a master repurchase agreement. When this occurs, securities under the Bank’s control are pledged and interest is paid on the collected balance of the customers’ accounts. For the non-sweep overnight and term repurchase agreements, securities are transferred to the applicable counterparty. The counterparty, in certain instances, is contractually entitled to sell or repledge securities accepted as collateral. Of the total security repurchase agreements at December 31, 2017, $31 million were overnight and $323 million were term.

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Long-Term Debt

12 Months Ended

Dec. 31, 2017

Long-term Debt, Unclassified [Abstract]

Debt Disclosure [Text Block]

LONG-TERM DEBT

Long-term debt is summarized as follows:

	December 31,
(In millions)	2017		2016
Subordinated notes	$	247	$	246
Senior notes	135		288
Capital lease obligations	1		1
Total	$	383	$	535

The preceding carrying values represent the par value of the debt adjusted for any unamortized premium or discount or unamortized debt issuance costs.

Subordinated Notes

Subordinated notes were issued by the Parent and consist of the following at December 31, 2017:

(Dollar amounts in millions)	Subordinated notes
Coupon rate	Balance		Par amount		Maturity
5.65%	$	160	$	162	Nov 2023
6.95%	87		88		Sep 2028
Total	$	247	$	250

These notes are unsecured, and interest is payable semiannually on the 5.65% notes and quarterly on the 6.95% notes. Interest payments on the 5.65% notes commenced May 15, 2014 to the earliest possible redemption date of November 15, 2018, after which they are payable quarterly at an annual floating rate equal to 3mL+4.19%. For the 6.95% notes, interest payments commenced December 15, 2013 to the earliest possible redemption date of September 15, 2023, after which the interest rate changes to an annual floating rate equal to 3mL+3.89%.

Senior Notes

Senior notes were issued by the Parent and consist of the following at December 31, 2017:

(Dollar amounts in millions)	Senior notes
Coupon rate	Balance		Par amount		Maturity
4.50%	$	135	$	136	June 2023

These notes are unsecured and interest is payable semiannually. The notes were issued under a shelf registration filed with the SEC and were sold via the Company’s online auction process and direct sales. The notes are not redeemable prior to maturity.

Debt Maturities and Redemptions

During 2017, $153 million of our senior notes matured. During 2016, we elected to exercise our right to redeem junior subordinated debentures related to trust preferred securities. The following amounts of long-term debt matured or were redeemed during 2016:

(Dollar amounts in millions)
Note type	Par amount
Trust preferred:
3mL+2.85% (3.38%)	$	51
3mL+1.90% (2.22%)	36
3mL+1.78% (2.29%)	62
3mL+3.15% (3.75%)	8
3mL+2.89% (3.42%)	8
Total trust preferred	165
Senior notes:
3.60%	11
4.00%	89
Total senior notes	100
Total	$	265

Debt Extinguishment Costs

During 2017, we had no debt extinguishment costs, compared with less than $1 million in 2016 and $3 million in 2015.

Maturities of Long-term Debt

Maturities of long-term debt are as follows for the years succeeding December 31, 2017:

(In millions)	Consolidated		Parent only
2018	$	—	$	—
2019	1		—
2020	—		—
2021	—		—
2022	—		—
Thereafter	382		382
Total	$	383	$	382

The consolidated Zions Bancorporation long-term debt maturities include $1 million of capital lease obligations in addition to the subordinated and senior debt issued by the Parent.

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Shareholders' Equity

12 Months Ended

Dec. 31, 2017

Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract]

Shareholders' Equity

13. SHAREHOLDERS’ EQUITY

Preferred Stock

Preferred stock is without par value and has a liquidation preference of $1,000 per share, or $25 per depositary share. Except for Series I and J, all preferred shares were issued in the form of depositary shares, with each depositary share representing a 1/40^th ownership interest in a share of the preferred stock. All preferred shares are registered with the SEC.

In general, preferred shareholders may receive asset distributions before common shareholders; however, preferred shareholders have only limited voting rights generally with respect to certain provisions of the preferred stock, the issuance of senior preferred stock, and the election of directors. Preferred stock dividends reduce earnings applicable to common shareholders and are paid on the 15th day of the months indicated in the following schedule. Dividends are approved by the Board of Directors and are subject to regulatory non-objection to a stress test and capital plan submitted to the Federal Reserve pursuant to the annual Horizontal Capital Review, also referred to as Comprehensive Capital Analysis and Review (“HCR/CCAR”) process. Redemption of the preferred stock is at the Company’s option after the expiration of any applicable redemption restrictions. The redemption amount is computed at the per share liquidation preference plus any declared but unpaid dividends. Redemptions are subject to certain regulatory provisions, including the previously noted capital plan non-objection for a submitted capital plan in a given year.

Preferred stock is summarized as follows:
					Shares at December 31, 2017
(Dollar amounts in millions)	Carrying value at December 31,				Authorized	Outstanding		Dividends payable	Earliest redemption date	Rate following earliest redemption date	Dividends payable after rate change
	2017		2016		(thousands)	(thousands)	Rate
										(when applicable)
Series A	$	67	$	67	140,000	66,139	> of 4.0% or 3mL+0.52%	Qtrly Mar,Jun,Sep,Dec	Dec 15, 2011
Series F	—		144		—	—	7.9%	Qtrly Mar,Jun,Sep,Dec	Jun 15, 2017
Series G	138		138		200,000	138,391	6.3%	Qtrly Mar,Jun,Sep,Dec	Mar 15, 2023	annual float-ing rate = 3mL+4.24%
Series H	126		126		126,221	126,221	5.75%	Qtrly Mar,Jun,Sep,Dec	Jun 15, 2019
Series I	99		99		300,893	98,555	5.8%	Semi-annually Jun,Dec	Jun 15, 2023	annual float-ing rate = 3mL+3.8%	Qtrly Mar,Jun,Sep,Dec
Series J	136		136		195,152	136,368	7.2%	Semi-annually Mar,Sep	Sep 15, 2023	annual float-ing rate = 3mL+4.44%	Qtrly Mar,Jun,Sep,Dec
Total	$	566	$	710

Preferred Stock Redemptions

During 2017, we redeemed all outstanding shares of our 7.9% Series F preferred stock for a cash payment of approximately $144 million. The total reduction to net earnings applicable to common shareholders associated with the preferred stock redemption was $2 million due to the accelerated recognition of preferred stock issuance costs.

During 2016, we launched a cash tender offer to purchase up to $120 million par amount of certain outstanding preferred stock. Our preferred stock decreased by $118 million as a result of the tender offer, including the purchase of $26 million of our Series I preferred stock, $59 million of our Series J preferred stock, and $33 million of our Series G preferred stock for an aggregate cash payment of $126 million. The total reduction to net earnings applicable to common shareholders associated with the preferred stock redemption was $10 million. The size and terms of the redemptions in 2017 and 2016 were determined in accordance with the Company’s 2016 and 2015 capital plans. These preferred stock redemptions benefit the Company by decreasing the amount of preferred dividends paid.

Common Stock

The Company’s common stock is traded on the NASDAQ Global Select Market. As of December 31, 2017, there were 198 million shares of no par common stock outstanding.

The Company continued its common stock repurchase program during 2017 and repurchased 7 million shares of common shares outstanding with a fair value of $320 million at an average price of $45.66 per share. During the first quarter of 2018, the Company repurchased an additional 2 million shares of common stock outstanding with a fair value of $115 million at an average price of $53.46 per share, leaving $120 million of repurchase capacity remaining in the 2017 capital plan (which spans the timeframe of July 2017 to June 2018).

During 2016 the Company repurchased 3 million shares of common shares outstanding with a fair value of $90 million at an average price of $31.15 per share.

Common Stock Warrants

As of December 31, 2017, 29.3 million common stock warrants with an exercise price of $35.37 were outstanding. These warrants expire on May 22, 2020. In addition, as of December 31, 2017, 5.8 million common stock warrants with an exercise price of $36.27 per share were outstanding. These warrants expire on November 14, 2018 and were associated with the preferred stock issued under the Troubled Asset Relief Program which was redeemed in 2012.

Between January 1, 2018 and February 20, 2018, 1.0 million shares of common stock were issued from the cashless exercise of 3.2 million common stock warrants which expire on November 14, 2018. After these common stock warrant exercises, 29.3 million and 2.6 million common stock warrants, which expire on May 22, 2020 and November 14, 2018, respectively, remain outstanding.

Accumulated Other Comprehensive Income

During 2017, $25 million was reclassified from AOCI to retained earnings as a result of the decreased corporate income tax rate from the Tax Cuts and Jobs Act of 2017.

Changes in AOCI by component are as follows:
(In millions)	Net unrealized gains (losses) on investment securities			Net unrealized gains (losses) on derivatives and other			Pension and post-retirement			Total
2017
Balance at December 31, 2016	$	(92	)	$	1		$	(31	)	$	(122	)
Other comprehensive income (loss) before reclassifications, net of tax	(2		)	(1		)	9			6
Amounts reclassified from AOCI, net of tax	—			(2		)	4			2
Effect of new tax rates from Tax Cuts and Jobs Act of 2017	(20		)	(1		)	(4		)	(25		)
Other comprehensive income (loss)	(22		)	(4		)	9			(17		)
Balance at December 31, 2017	$	(114	)	$	(3	)	$	(22	)	$	(139	)
Income tax expense (benefit) included in other comprehensive income (loss)	$	19		$	(1	)	$	11		$	29
2016
Balance at December 31, 2015	$	(18	)	$	1		$	(38	)	$	(55	)
Other comprehensive income (loss) before reclassifications, net of tax	(74		)	7			2			(65		)
Amounts reclassified from AOCI, net of tax	—			(7		)	5			(2		)
Other comprehensive income (loss)	(74		)	—			7			(67		)
Balance at December 31, 2016	$	(92	)	$	1		$	(31	)	$	(122	)
Income tax expense (benefit) included in other comprehensive income (loss)	$	(45	)	$	—		$	5		$	(40	)

										Statement of Income (SI) Balance Sheet (BS)
(In millions)	Amounts reclassified from AOCI 1
Details about AOCI components	2017			2016			2015				Affected line item
Net realized gains (losses) on investment securities	$	—		$	—		$	(139	)	SI	Securities losses, net
Income tax expense (benefit)	—			—			(53		)
	$	—		$	—		$	(86	)
Net unrealized gains on derivative instruments	$	4		$	11		$	9		SI	Interest and fees on loans
Income tax expense	2			4			3
	$	2		$	7		$	6
Amortization of net actuarial loss	$	(7	)	$	(8	)	$	(6	)	SI	Salaries and employee benefits
Income tax benefit	(3		)	(3		)	(2		)
	$	(4	)	$	(5	)	$	(4	)

¹  Negative reclassification amounts indicate decreases to earnings in the statement of income and increases to balance sheet assets. The opposite applies to positive reclassification amounts.

Deferred Compensation

Deferred compensation consists of invested assets, including the Company’s common stock, which are held in rabbi trusts for certain employees and directors. At both December 31, 2017 and 2016, the cost of the common stock included in retained earnings was approximately $14 million. We consolidate the fair value trust invested assets along with the total obligations and include them in other assets and other liabilities, respectively, in the balance sheet. At December 31, 2017 and 2016, total invested assets were approximately $102 million and $91 million and total obligations were approximately $116 million and $105 million, respectively.

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Regulatory Matters

12 Months Ended

Dec. 31, 2017

Regulatory Capital Requirements [Abstract]

Regulatory Matters

14. REGULATORY MATTERS

We are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory – and possibly additional discretionary – actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Required capital levels are also subject to judgmental review by regulators.

In 2013, the Federal Reserve Board (“FRB”), FDIC, and OCC published final rules (the “Basel III Capital Rules”) establishing a new comprehensive capital framework for U.S. banking organizations. The rules implemented the Basel Committee’s December 2010 framework, commonly referred to as Basel III, for strengthening international capital standards as well as certain provisions of the Dodd-Frank Act. The Basel III capital rules became effective for the Company on January 1, 2015 and were subject to phase-in periods for certain of their components. In November 2017, the FRB, FDIC and OCC published a final rule for non-advanced approaches banks that extends the regulatory capital treatment applicable during 2017 under the regulatory capital rules for certain items. We met all capital adequacy requirements under the Basel III Capital Rules as of December 31, 2017.

Under prior Basel I capital standards, the effects of AOCI items included in capital were excluded for purposes of determining regulatory capital and capital ratios. As a “non-advanced approaches banking organization,” we made a one-time permanent election as of January 1, 2015 to continue to exclude these items, as allowed under the Basel III Capital Rules.

Quantitative measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios of Total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined). “Well-capitalized” levels are also published as a guideline to evaluate capital positions. As of December 31, 2017, all capital ratios of the Company and its subsidiary bank exceeded the “well-capitalized” levels under the regulatory framework for prompt corrective action.

Dividends declared by our subsidiary bank in any calendar year may not, without the approval of the appropriate federal regulators, exceed specified criteria. The dividends that ZB, N.A. can pay are restricted by current and historical earning levels, retained earnings, and risk-based and other regulatory capital requirements and limitations.

Appropriate capital levels and distributions of capital to shareholders for the Company and other SIFI are also subject to annual “stress tests” performed as a part of the Federal Reserve’s HCR/CCAR process.

The stress tests seek to comprehensively measure all risks to which the institution is exposed, including credit, liquidity, market, operating and other risks, the losses that could result from those risk exposures under adverse scenarios, and the institution’s resulting capital levels. These stress tests have both a qualitative and a quantitative component. The qualitative component evaluates the robustness of the Company’s risk identification, stress risk modeling, policies, capital planning, governance processes, and other components of a Capital Adequacy Process. The quantitative process subjects the Company’s balance sheet and other risk characteristics to stress testing and independent determination by the Federal Reserve using its own models. Most capital actions, including for example, payment of dividends and repurchasing stock, are subject to non-objection by the Federal Reserve to a capital plan based on both the qualitative and quantitative assessments of the plan.

Because the Company’s subsidiary bank has assets greater than $10 billion also it is subject to annual stress testing and capital planning processes examined by the OCC, known as the Dodd-Frank Act Stress Test (“DFAST”).

The actual capital amounts and ratios at December 31, 2017 and 2016 for the Company and its subsidiary bank under Basel III are as follows:

(Dollar amounts in millions)	December 31, 2017				To be well-capitalized
	Amount		Ratio		Amount		Ratio
Transitional Basis Basel III Regulatory Capital Rules
Total capital (to risk-weighted assets)
The Company	$	7,628	14.8	%	$	5,146	10.0	%
ZB, National Association	7,306		14.2		5,130		10.0
Tier 1 capital (to risk-weighted assets)
The Company	6,805		13.2		4,116		8.0
ZB, National Association	6,730		13.1		4,104		8.0
Common equity tier 1 capital (to risk-weighted assets)
The Company	6,239		12.1		3,345		6.5
ZB, National Association	5,899		11.5		3,334		6.5
Tier 1 capital (to average assets)
The Company	6,805		10.5		na		na 1
ZB, National Association	6,730		10.4		3,227		5.0

	December 31, 2016				To be well-capitalized
(Dollar amounts in millions)	Amount		Ratio		Amount		Ratio
Transitional Basis Basel III Regulatory Capital Rules
Total capital (to risk-weighted assets)
The Company	$	7,609	15.2	%	$	4,994	10.0	%
ZB, National Association	7,278		14.6		4,983		10.0
Tier 1 capital (to risk-weighted assets)
The Company	6,738		13.5		3,995		8.0
ZB, National Association	6,655		13.4		3,986		8.0
Common equity tier 1 capital (to risk-weighted assets)
The Company	6,028		12.1		3,246		6.5
ZB, National Association	5,824		11.7		3,239		6.5
Tier 1 capital (to average assets)
The Company	6,738		11.1		na		na 1
ZB, National Association	6,655		11.0		3,027		5.0

¹  There is no Tier 1 leverage ratio component in the definition of a well-capitalized bank holding company.

Zions is also subject to “capital conservation buffer” regulatory requirements. When fully phased-in, the Basel III capital rules will also require the Company and its subsidiary bank to maintain a 2.5% “capital conservation buffer” designed to absorb losses during periods of economic stress, composed entirely of Common Equity Tier 1 (“CET1”), on top of the minimum risk-weighted asset ratios, effectively resulting in minimum ratios of (i) CET1 to risk-weighted assets of at least 7.0%, (ii) Tier 1 capital to risk-weighted assets of at least 8.5%, and (iii) Total capital to risk-weighted assets of at least 10.5%. Banking institutions with a ratio of CET1 to risk-weighted assets above the minimum but below the capital conservation buffer will face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall. The implementation of the capital conservation buffer began on January 1, 2016 at the 0.625% level and progressively increases over time, as determined by regulation. Zions’ triggers and limits under actual conditions and baseline projections are more restrictive than the capital conservation buffer requirements.

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Commitments, Guarantees, Contingent Liabilities, and Related Parties

12 Months Ended

Dec. 31, 2017

Guarantees, Commitments And Contingencies [Abstract]

Commitments Contingencies and Guarantees [Text Block]

COMMITMENTS, GUARANTEES, CONTINGENT LIABILITIES, AND RELATED PARTIES

Commitments and Guarantees

We use certain financial instruments, including derivative instruments, in the normal course of business to meet the financing needs of our customers, to reduce our own exposure to fluctuations in interest rates, and to make a market in U.S. Government, agency, corporate, and municipal securities. These financial instruments involve, to varying degrees, elements of credit, liquidity, and interest rate risk in excess of the amounts recognized in the balance sheet. Derivative instruments are discussed in Notes 7 and 3.

Contractual amounts of the off-balance sheet financial instruments used to meet the financing needs of our customers are as follows:

	December 31,
(In millions)	2017		2016
Net unfunded commitments to extend credit 1	$	19,583	$	18,274
Standby letters of credit:
Financial	721		771
Performance	196		196
Commercial letters of credit	31		60
Total unfunded lending commitments	$	20,531	$	19,301

¹  Net of participations.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. The amount of collateral obtained, if deemed necessary by us upon extension of credit, is based on our initial credit evaluation of the counterparty. Types of collateral vary, but may include accounts receivable, inventory, property, plant and equipment, and income-producing properties.

While establishing commitments to extend credit creates credit risk, a significant portion of such commitments is expected to expire without being drawn upon. As of December 31, 2017, $6.2 billion of commitments expire in 2018. We use the same credit policies and procedures in making commitments to extend credit and conditional obligations as we do for on-balance sheet instruments. These policies and procedures include credit approvals, limits, and monitoring.

We issue standby and commercial letters of credit as conditional commitments generally to guarantee the performance of a customer to a third party. The guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. Standby letters of credit include remaining commitments of $610 million expiring in 2018 and $307 million expiring thereafter through 2027. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. We generally hold marketable securities and cash equivalents as collateral when necessary. At December 31, 2017, the Company recorded $5 million as a liability for these guarantees, which consisted of $1 million attributable to the RULC and $4 million of deferred commitment fees.

Certain mortgage loans sold have limited recourse provisions for periods ranging from three months to one year. The amount of losses resulting from the exercise of these provisions has not been significant.

At December 31, 2017, we had unfunded commitments for PEIs of $31 million. These obligations have no stated maturity. PEIs related to these commitments prohibited by the Volcker Rule were $4 million. See the related discussion about these investments in Note 5.

The contractual or notional amount of financial instruments indicates a level of activity associated with a particular financial instrument class and is not a reflection of the actual level of risk. As of December 31, 2017 and 2016, the regulatory risk-weighted values assigned to all off-balance sheet financial instruments and derivative instruments described herein were $6.8 billion and $6.5 billion, respectively.

At December 31, 2017, we were required to maintain cash balances of $366 million with the Federal Reserve Banks to meet minimum balance requirements in accordance with FRB regulations.

Leases

We have commitments for leasing premises and equipment under the terms of noncancelable capital and operating leases expiring from 2018 and 2052. Premises leased under capital leases at December 31, 2017, were $1 million, and were essentially amortized with accumulated amortization totaling approximately $1 million. Amortization applicable to premises leased under capital leases is included in depreciation expense.

Future aggregate minimum rental payments under existing noncancelable operating leases at December 31, 2017, are as follows:

(in millions)
2018	$	40
2019	39
2020	36
2021	29
2022	25
Thereafter	76
Total	$	245

Future aggregate minimum rental payments have been reduced by noncancelable subleases as follows: $2 million in 2018, $2 million in 2019, and $1 million in 2020. Aggregate rental expense on operating leases amounted to $61 million in 2017, $65 million in 2016, and $63 million in 2015.

Legal Matters

We are subject to litigation in court and arbitral proceedings, as well as proceedings, investigations, examinations and other actions brought or considered by governmental and self-regulatory agencies. Litigation may relate to lending, deposit and other customer relationships, vendor and contractual issues, employee matters, intellectual property matters, personal injuries and torts, regulatory and legal compliance, and other matters. While most matters relate to individual claims, we are also subject to putative class action claims and similar broader claims. Proceedings, investigations, examinations and other actions brought or considered by governmental and self-regulatory agencies may relate to our banking, investment advisory, trust, securities, and other products and services; our customers’ involvement in money laundering, fraud, securities violations and other illicit activities or our policies and practices relating to such customer activities; and our compliance with the broad range of banking, securities and other laws and regulations applicable to us. At any given time, we may be in the process of responding to subpoenas, requests for documents, data and testimony relating to such matters and engaging in discussions to resolve the matters.

As of December 31, 2017, we were subject to the following material litigation and governmental inquiries:

• a civil suit, Shou-En Wang v. CB&T, brought against us in the Superior Court for Los Angeles County, Central District in April 2016. The case relates to our depositor relationships with customers who were promoters of an investment program that allegedly misappropriated investors’ funds. This case is in an early phase, with initial motion practice having been completed and discovery being underway.

• a civil suit, McFarland as Trustee for International Manufacturing Group v. CB&T, et. al., brought against us in the United States Bankruptcy Court for the Eastern District of California in May 2016. The Trustee seeks to recover loan payments previously repaid to us by our customer, International Manufacturing Group (“IMG”), alleging that IMG, along with its principal, obtained loans and made loan repayments in furtherance of an alleged Ponzi scheme. This case is in an early phase with initial motion practice having been completed and discovery being underway.

• a civil suit, JTS Communities, Inc. et. al v. CB&T, Jun Enkoji and Dawn Satow, brought against us in the Superior Court for Sacramento County, California in June 2017. In this case four investors in IMG seek to hold us liable for losses arising from their investments in that company, alleging that we conspired with and knowingly assisted IMG and its principal in furtherance of an alleged Ponzi Scheme. This case is in an early phase with motion practice having been completed but discovery not having been commenced.

• a civil class action lawsuit, Evans v. CB&T, brought against us in the United States District Court for the Eastern District of California in May 2017. This case was filed on behalf of a class of up to 50 investors in IMG and seeks to hold us liable for losses of class members arising from their investments in IMG, alleging that we conspired with and knowingly assisted IMG and its principal in furtherance of an alleged Ponzi Scheme. In the fourth quarter of 2017, the District Court dismissed all claims against the Company. On January 17, 2018, the plaintiff filed an appeal with the Court of Appeals for the Ninth Circuit.

• a Private Attorney General Act (“PAGA”) claim under California law, Lawson v. CB&T, brought against us in the Superior Court for the County of San Diego, California, in February 2016. In this case, the plaintiff alleges, on behalf of herself and other current or former employees of the Company who worked in California on a non-exempt basis, violations by the Company of California wage and hour laws. The case is in the early stages of motion practice, to date mainly involving questions of venue and scope of employees covered by the PAGA claims.

• a civil case, Lifescan Inc. and Johnson & Johnson Health Care Services v. Jeffrey Smith, et al., brought against us in the United States District Court for the District of New Jersey in the fourth quarter of 2017. In this case, certain manufacturers and distributors of medical products seek to hold us liable for allegedly fraudulent practices of a borrower of the Company which filed for bankruptcy protection in 2017.

At least quarterly, we review outstanding and new legal matters, utilizing then available information. In accordance with applicable accounting guidance, if we determine that a loss from a matter is probable and the amount of the loss can be reasonably estimated, we establish an accrual for the loss. In the absence of such a determination, no accrual is made. Once established, accruals are adjusted to reflect developments relating to the matters.

In our review, we also assess whether we can determine the range of reasonably possible losses for significant matters in which we are unable to determine that the likelihood of a loss is remote. Because of the difficulty of predicting the outcome of legal matters, discussed subsequently, we are able to meaningfully estimate such a range only for a limited number of matters. Based on information available as of December 31, 2017, we estimated that the aggregate range of reasonably possible losses for those matters to be from $0 millionto roughly $20 million in excess of amounts accrued. The matters underlying the estimated range will change from time to time, and actual results may vary significantly from this estimate. Those matters for which a meaningful estimate is not possible are not included within this estimated range and, therefore, this estimated range does not represent our maximum loss exposure.

Based on our current knowledge, we believe that our current estimated liability for litigation and other legal actions and claims, reflected in our accruals and determined in accordance with applicable accounting guidance, is adequate and that liabilities in excess of the amounts currently accrued, if any, arising from litigation and other legal actions and claims for which an estimate as previously described is possible, will not have a material impact on our financial condition, results of operations, or cash flows. However, in light of the significant uncertainties involved in these matters, and the very large or indeterminate damages sought in some of these matters, an adverse outcome in one or more of these matters could be material to our financial condition, results of operations, or cash flows for any given reporting period.

Any estimate or determination relating to the future resolution of litigation, arbitration, governmental or self-regulatory examinations, investigations or actions or similar matters is inherently uncertain and involves significant judgment. This is particularly true in the early stages of a legal matter, when legal issues and facts have not been well articulated, reviewed, analyzed, and vetted through discovery, preparation for trial or hearings, substantive and productive mediation or settlement discussions, or other actions. It is also particularly true with respect to class action and similar claims involving multiple defendants, matters with complex procedural requirements or substantive issues or novel legal theories, and examinations, investigations and other actions conducted or brought by governmental and self-regulatory agencies, in which the normal adjudicative process is not applicable. Accordingly, we usually are unable to determine whether a favorable or unfavorable outcome is remote, reasonably likely, or probable, or to estimate the amount or range of a probable or reasonably likely loss, until relatively late in the course of a legal matter, sometimes not until a number of years have elapsed. Accordingly, our judgments and estimates relating to claims will change from time to time in light of developments and actual outcomes will differ from our estimates. These differences may be material.

Related Party Transactions

We have no material related party transactions requiring disclosure. In the ordinary course of business, the Company and its subsidiary bank extend credit to related parties, including executive officers, directors, principal shareholders, and their associates and related interests. These related party loans are made in compliance with applicable banking regulations.

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Retirement Plans

12 Months Ended

Dec. 31, 2017

Defined Benefit Plan [Abstract]

Retirement Plans

RETIREMENT PLANS

Defined Benefit Plans

Pension – This qualified noncontributory defined benefit plan is frozen to new participation. No service-related benefits have been accrued since July 1, 2013. All participants in the Plan are currently 100% vested in their benefits. Plan assets consist principally of corporate equity securities, mutual fund investments, real estate, and fixed income investments. Plan benefits are paid as a lump-sum cash value or an annuity at retirement age. Contributions to the plan are based on actuarial recommendation and pension regulations.Although there was no minimum regulatory contribution required in 2017 and 2016, we elected to contribute$4 millionto the pension plan in 2016. Currently, it is expected that no minimum regulatory contributions will be required in2018.

Supplemental Retirement– These unfunded nonqualified plans are for certain current and former employees. Each year, Company contributions to these plans are made in amounts sufficient to meet benefit payments to plan participants.

Postretirement Medical/Life– This unfunded health care and life insurance plan provides postretirement medical benefits to certain full-time employees who meet minimum age and service requirements. The plan also provides specified life insurance benefits to certain employees. The plan is contributory with retiree contributions adjusted annually, and contains other cost-sharing features such as deductibles and coinsurance. Plan coverage is provided by self-funding or health maintenance organization options. Our contribution towards the retiree medical premium has been permanently frozen at an amount that does not increase in any future year. Retirees pay the difference between the full premium rates and our capped contribution.

Because our contribution rate is capped, there is no effect on the postretirement plan from assumed increases or decreases in health care cost trends. Each year, Company contributions to the plan are made in amounts sufficient to meet the portion of the premiums that are the Company’s responsibility.

The following presents the change in benefit obligation, change in fair value of plan assets, and funded status, of the plans and amounts recognized in the balance sheet as of the measurement date of December 31:

	Pension						Supplemental Retirement						Postretirement
(In millions)	2017			2016			2017			2016			2017			2016
Change in benefit obligation:
Benefit obligation at beginning of year	$	165		$	173		$	10		$	10		$	1		$	1
Interest cost	6			7			1			1			—			—
Actuarial loss (gain)	2			(2		)	—			—			—			—
Benefits paid	(19		)	(13		)	(1		)	(1		)	—			—
Benefit obligation at end of year	154			165			10			10			1			1
Change in fair value of plan assets:
Fair value of plan assets at beginning of year	161			157			—			—			—			—
Actual return on plan assets	26			13			—			—			—			—
Employer contributions	—			4			1			1			—			—
Benefits paid	(19		)	(13		)	(1		)	(1		)	—			—
Fair value of plan assets at end of year	168			161			—			—			—			—
Funded status	$	14		$	(4	)	$	(10	)	$	(10	)	$	(1	)	$	(1	)
Amounts recognized in balance sheet:
Asset (liability) for pension/postretirement benefits	$	14		$	(4	)	$	(10	)	$	(10	)	$	(1	)	$	(1	)
Accumulated other comprehensive income (loss)	(28		)	(48		)	(2		)	(2		)	—			—
Accumulated other comprehensive income (loss) consists of:
Net loss	$	(28	)	$	(48	)	$	(2	)	$	(2	)	$	—		$	—

The pension asset and the liability for supplement retirement/postretirement benefits are included in other assets and other liabilities, respectively, in the balance sheet. The accumulated benefit obligation is the same as the benefit obligation shown in the preceding schedule. During the third quarter of 2017, the Company revised its pension plan to offer certain participants a temporary opportunity to make an election to receive an immediate distribution from the pension plan. The window was available between August 1, 2017 and November 24, 2017. The impact of these distributions is included in “benefits paid” in the preceding schedule and in “settlement loss” shown in the net period benefit cost (credit) schedule.

The amounts in AOCI (loss) at December 31, 2017 expected to be recognized as an expense component of net periodic benefit cost in 2018 for the plans are estimated as follows:

(In millions)	Pension			Supplemental Retirement		Postretirement
Net loss	$	(2	)	$	—	$	—

The following presents the components of net periodic benefit cost (credit) for the plans:

	Pension									Supplemental Retirement						Postretirement
(In millions)	2017			2016			2015			2017		2016		2015		2017		2016		2015
Interest cost	$	6		$	7		$	7		$	1	$	1	$	1	$	—	$	—	$	—
Expected return on plan assets	(11		)	(11		)	(12		)	—		—		—		—		—		—
Amortization of net actuarial loss	4			6			6			—		—		—		—		—		—
Settlement loss	3			2			—			—		—		—		—		—		—
Net periodic benefit cost	$	2		$	4		$	1		$	1	$	1	$	1	$	—	$	—	$	—

Weighted average assumptions based on the pension plan are the same where applicable for each of the plans and are as follows:

	2017		2016		2015
Used to determine benefit obligation at year-end:
Discount rate	3.50	%	4.10	%	4.20	%
Used to determine net periodic benefit cost for the years ended December 31:
Discount rate	4.10		4.20		3.95
Expected long-term return on plan assets	7.25		7.50		7.50

The discount rate reflects the yields available on long-term, high-quality fixed income debt instruments with cash flows similar to the obligations of the pension plan, and is reset annually on the measurement date. The expected long-term rate of return on plan assets is based on a review of the target asset allocation of the plan. This rate is intended to approximate the long-term rate of return that we anticipate receiving on the plan’s investments, considering the mix of the assets that the plan holds as investments, the expected return on these underlying investments, the diversification of these investments, and the rebalancing strategies employed. An expected long-term rate of return is assumed for each asset class and an underlying inflation rate assumption is determined.

Benefit payments to the plans’ participants are estimated as follows for the years succeeding December 31, 2017:

(In millions)	Pension		Supplemental Retirement		Postretirement
2018	$	10	$	2	$	—
2019	10		1		—
2020	10		1		—
2021	10		1		—
2022	9		1		—
Years 2023 - 2027	45		3		—

We are also obligated under other supplemental retirement plans for certain current and former employees. Our liability for these plans was $6 million at both December 31, 2017 and 2016, respectively.

For the pension plan, the investment strategy is predicated on its investment objectives and the risk and return expectations of asset classes appropriate for the plan. Investment objectives have been established by considering the plan’s liquidity needs and time horizon and the fiduciary standards under the Employee Retirement Income Security Act of 1974. The asset allocation strategy is developed to meet the plan’s long-term needs in a manner designed to control volatility and to reflect risk tolerance. Target investment allocation percentages as of December 31, 2017 are 65% in equity, 30% in fixed income and cash, and 5% in real estate assets.

The following presents the fair values of pension plan investments according to the fair value hierarchy described in Note 3, and the weighted average allocations:

(In millions)	December 31, 2017							December 31, 2016
	Level 1		Level 2	Level 3		Total		Level 1		Level 2	Level 3		Total
Company common stock	$	12				$	12	$	10				$	10
Mutual funds:
Debt	7					7		6					6
Guaranteed deposit account				$	9	9					$	11	11

In addition to the investments listed in the previous schedule, as of December 31, 2017, pension plan investments valued using NAV as the practical expedient for fair value consist of $97 million in equity investments, $31 million in debt investments, and $8 million in real estate investments, which are in pooled separate accounts, as well as $4 million in limited partnerships. As of December 31, 2016, pension plan investments valued using NAV as the practical expedient for fair value consist of $92 million in equity investments, $29 million in debt instruments, and $8 million in real estate investments, which are in pooled separate accounts, as well as $5 million in limited partnerships.

No transfers of assets occurred among Levels 1, 2 or 3 during 2017 or 2016.

The following describes the pension plan investments and the valuation methodologies used to measure their fair value:

Company common stock – Shares of the Company’s common stock are valued at the last reported sales price on the last business day of the plan year in the active market where individual securities are traded.

Mutual funds – These funds are valued at quoted market prices which represent the NAVs of shares held by the plan at year-end.

Insurance company pooled separate accounts – These funds are invested in by more than one investor. They are offered through separate accounts of the trustee’s insurance company and managed by internal and professional advisors. Participation units in these accounts are valued at the NAV as the practical expedient for fair value as determined by the insurance company.

Guaranteed deposit account – This account is a group annuity product issued by the trustee’s insurance company with guaranteed crediting rates established at the beginning of each calendar year. The account balance is stated at fair value as estimated by the trustee. The account is credited with deposits made, plus earnings at guaranteed crediting rates, less withdrawals and administrative expenses. The underlying investments generally include investment-grade public and privately traded debt securities, mortgage loans and, to a lesser extent, real estate and other equity investments. Market value adjustments are applied at the time of redemption if certain withdrawal limits are exceeded.

Additional fair value quantitative information for the guaranteed deposit account is as follows:

Principal valuation techniques	Significant unobservable inputs	Range (weighted average) of significant input values
For the underlying investments – reported fair values when available for market traded investments; when not applicable, discounted cash flows under an income approach using U.S. Treasury rates and spreads based on cash flow timing and quality of assets.	Earnings at guaranteed crediting rate	Gross guaranteed crediting rate must be greater than or equal to contractual minimum crediting rate
	Composite market value factor	At December 31,
		2017	0.992941 - 1.037825 (actual = 1.023838)
		2016	0.979009 - 1.036866 (actual = 1.021418)

The Company’s Benefits Committee evaluates the methodology and factors used, including review of the contract, economic conditions, industry and market developments, and overall credit ratings of the underlying investments.

Limited partnerships – These partnerships invest in limited partnerships, limited liability companies, or similar investment vehicles that consist of PEIs in a wide variety of investment types, including venture and growth capital, real estate, energy and natural resources, and other private investments. The plan’s investments are valued by the limited partnerships at NAV as the practical expedient for fair value. The estimation process takes into account the plan’s proportional interests credited with realized and unrealized earnings from the underlying investments and charged for operating expenses and distributions. Investments are increased by capital calls and are part of an overall capital commitment by the plan of up to approximately $9 million at December 31, 2017.

The following presents additional information as of December 31, 2017 and 2016 for the pooled separate accounts and limited partnerships whose fair values under Levels 2 and 3 are based on NAV per share:

Investment	Unfunded commitments (in millions, approximately)		Redemption
			Frequency	Notice period
Pooled separate accounts	na		Daily	< $1 million, 1 day >= $1 million, 3 days
Limited partnerships	$	1	Investments in these limited partnerships are illiquid and voluntary withdrawal is prohibited.

The following reconciles the beginning and ending balances of assets measured at fair value on a recurring basis using Level 3 inputs:

	Level 3 Instruments
	Year Ended December 31,
	2017			2016
(In millions)	Guaranteed deposit account
Balance at beginning of year	$	11		$	9
Purchases	17			15
Sales	(19		)	(13		)
Balance at end of year	$	9		$	11

Shares of Company common stock were 233,849 at both December 31, 2017 and 2016. Dividends received by the plan were not significant in 2017 and 2016.

Defined Contribution Plan

The Company offers a 401(k) and employee stock ownership plan under which employees select from several investment alternatives. Employees can contribute up to 80% of their earnings subject to the annual maximum allowed contribution. The Company matches 100% of the first 3% of employee contributions and 50% of the next 2% of employee contributions. Matching contributions to participants, which were shares of the Company’s common stock purchased in the open market, amounted to $26 million in 2017, 2016, and 2015.

The 401(k) plan also has a noncontributory profit sharing feature which is discretionary and may range from 0% to 4% of eligible compensation based upon the Company’s return on average common equity for the year. The profit sharing expense was computed at a contribution rate of 1.75% in 2017, 1% in 2016, and 1% in 2015. The profit sharing expense was $11 million in 2017, and $6 million in both 2016 and2015. The profit sharing contribution to participants consisted of shares of the Company’s common stock purchased in the open market.

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Share-Based Compensation

12 Months Ended

Dec. 31, 2017

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-Based Compensation

SHARE-BASED COMPENSATION

We have a share-based compensation incentive plan which allows us to grant stock options, restricted stock, RSUs, and other awards to employees and non-employee directors. Total shares authorized under the plan were 9,000,000 at December 31, 2017, of which 5,009,248 were available for future grants.

All share-based payments to employees, including grants of employee stock options, are recognized in the statement of income based on their grant date values. The value of an equity award is estimated on the grant date using a fair value-based model without regard to service or performance vesting conditions, but does consider post-vesting restrictions.

We classify all share-based awards as equity instruments. Compensation expense is included in salaries and employee benefits in the statement of income, with the corresponding increase included in common stock. Substantially all awards of stock options, restricted stock, and RSUs have graded vesting that is recognized on a straight-line basis over the vesting period.

Compensation expense and the related tax benefit for all share-based awards were as follows:

(In millions)	2017		2016		2015
Compensation expense	$	25	$	26	$	25
Reduction of income tax expense	19		9		8

During 2017, as a result of our adoption of ASU 2016-09, the tax effects recognized from the exercise of stock options and the vesting of restricted stock and RSUs was recorded as a $9 million reduction of income tax expense. Also, upon the adoption of ASU 2016-09, we elected to account for forfeitures of share-based compensation awards as they occur, rather than estimating forfeitures as was previously done. There was no material impact from the cumulative effect adjustment to retained earnings from this change.

Prior to our adoption of ASU 2016-09, the tax effects recognized from the exercise of stock options and the vesting of restricted stock and RSUs increased common stock by approximately $2 million in 2016 and decreased common stock by approximately $1 million in 2015. These amounts are included in the net activity under employee plans and related tax benefits in the statement of changes in shareholders’ equity.

During 2017, we reduced share-based compensation expense by $1 million as a result of using a valuation model to estimate a liquidity discount on RSUs with post-vesting restrictions.

As of December 31, 2017, compensation expense not yet recognized for nonvested share-based awards was approximately $26 million, which is expected to be recognized over a weighted average period of 2.3 years.

Stock Options

Stock options granted to employees generally vest at the rate of one third each year and expire seven years after the date of grant. For all stock options granted in 2017, 2016, and 2015, we used the Black-Scholes option pricing model to estimate the grant date value of stock options in determining compensation expense. The following summarizes the weighted average value at grant date and the significant assumptions used in applying the Black-Scholes model for options granted:

	2017			2016			2015
Weighted average value for options granted	$	10.69		$	5.24		$	6.17
Weighted average assumptions used:
Expected dividend yield	1.8		%	1.3		%	1.3		%
Expected volatility	30.0		%	30.0		%	25.0		%
Risk-free interest rate	1.81		%	1.21		%	1.57		%
Expected life (in years)	5.0			5.0			5.0

The assumptions for expected dividend yield, expected volatility, and expected life reflect management’s judgment and include consideration of historical experience. Expected volatility is based in part on historical volatility. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected life of the option.

The following summarizes our stock option activity for the three years ended December 31, 2017:

	Number of shares		Weighted average exercise price
Balance at December 31, 2014	5,630,502		$	31.60
Granted	740,300		29.01
Exercised	(1,165,287	)	25.11
Expired	(1,322,067	)	48.44
Forfeited	(79,353	)	28.09
Balance at December 31, 2015	3,804,095		27.30
Granted	789,651		21.25
Exercised	(1,055,532	)	23.75
Expired	(56,297	)	61.60
Forfeited	(44,007	)	27.66
Balance at December 31, 2016	3,437,910		26.44
Granted	195,882		44.18
Exercised	(941,761	)	26.03
Expired	(58,257	)	66.20
Forfeited	(73,203	)	25.63
Balance at December 31, 2017	2,560,571		27.06
Outstanding stock options exercisable as of:
December 31, 2017	1,648,367		$	26.55
December 31, 2016	1,892,136		27.60
December 31, 2015	2,187,259		26.35

We issue new authorized common shares for the exercise of stock options. The total intrinsic value of stock options exercised was approximately $17 million in 2017, $10 million in 2016, and $7 million in 2015. Cash received from the exercise of stock options was $23 million in 2017, $24 million in 2016, and $23 million in 2015.

Additional selected information on stock options at December 31, 2017 follows:

	Outstanding stock options						Exercisable stock options
Exercise price range	Number of shares	Weighted average exercise price		Weighted average remaining contractual life (years)			Number of shares	Weighted average exercise price
$ 0.32 to $19.99	198,402	$	17.39		1.4	1	198,402	$	17.39
$20.00 to $24.99	744,058	21.50			4.3		276,953	22.33
$25.00 to $29.99	1,346,781	28.35			3.5		1,094,021	28.30
$30.00 to $39.99	32,191	30.10			3.4		32,191	30.10
$40.00 to $44.99	192,339	44.17			6.1		—	—
$45.00 to $47.10	46,800	47.10			0.3		46,800	47.10
	2,560,571	27.06			3.7	1	1,648,367	26.55

¹  The weighted average remaining contractual life excludes 21,252 stock options without a fixed expiration date that were assumed with the Amegy acquisition. They expire between the date of termination and one year from the date of termination, depending upon certain circumstances.

The aggregate intrinsic value of outstanding stock options at December 31, 2017 and 2016 was $61 million and $59 million, respectively, while the aggregate intrinsic value of exercisable options was $40 million and $31 million at the same respective dates. For exercisable options, the weighted average remaining contractual life was 2.9 yearsand 3.0 years at December 31, 2017 and 2016, respectively, excluding the stock options previously noted without a fixed expiration date. At December 31, 2017, 912,204 stock options with a weighted average exercise price of $27.99, a weighted average remaining life of 5.1 years, and an aggregate intrinsic value of $21 million, were expected to vest.

Restricted Stock and Restricted Stock Units

Restricted stock is common stock with certain restrictions that relate to trading and the possibility of forfeiture. Generally, restricted stock vests over four years. Holders of restricted stock have full voting rights and receive dividend equivalents during the vesting period. In addition, holders of restricted stock can make an election to be subject to income tax on the grant date rather than the vesting date.

RSUs represent rights to one share of common stock for each unit and generally vest over four years. Holders of RSUs receive dividend equivalents during the vesting period, but do not have voting rights.

Compensation expense is determined based on the number of restricted shares or RSUs granted and the market price of our common stock at the issue date.

During 2017, 2016, and 2015, we granted 20,711, 32,310, and 31,080 RSUs, respectively, to non-employee directors. The RSUs vested immediately upon grant.

The following summarizes our restricted stock activity for the three years ended December 31, 2017:

	Number of shares		Weighted average issue price
Nonvested restricted shares at December 31, 2014	161,220		$	21.82
Issued	22,441		29.02
Vested	(123,161	)	22.32
Forfeited	(1,130	)	23.54
Nonvested restricted shares at December 31, 2015	59,370		23.49
Issued	36,594		24.43
Vested	(32,709	)	20.80
Nonvested restricted shares at December 31, 2016	63,255		25.43
Issued	314		44.55
Vested	(24,591	)	24.90
Nonvested restricted shares at December 31, 2017	38,978		25.91

The following summarizes our RSU activity for the three years ended December 31, 2017:

	Number of restricted stock units		Weighted average grant price
Restricted stock units at December 31, 2014	1,769,420		$	25.64
Granted	790,929		29.06
Vested	(673,385	)	24.78
Forfeited	(88,421	)	27.17
Restricted stock units at December 31, 2015	1,798,543		27.39
Granted	1,033,167		21.69
Vested	(724,713	)	25.88
Forfeited	(59,839	)	26.28
Restricted stock units at December 31, 2016	2,047,158		25.08
Granted	587,396		41.78
Vested	(803,492	)	26.19
Forfeited	(121,249	)	28.12
Restricted stock units at December 31, 2017	1,709,813		30.08

The total value at grant date of restricted stock and RSUs vested during the year was $22 million in 2017 and $19 million in both 2016 and 2015. At December 31, 2017, 38,978 shares of restricted stock and 1,181,384 RSUs were expected to vest with an aggregate intrinsic value of $2 million and $60 million, respectively.

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Income Taxes

12 Months Ended

Dec. 31, 2017

Income Taxes [Abstract]

Income Taxes

INCOME TAXES

Income tax expense is summarized as follows:

(In millions)	2017		2016			2015
Federal:
Current	$	166	$	217		$	158
Deferred	146		(4		)	(32		)
Total Federal	312		213			126
State:
Current	24		27			14
Deferred	8		(4		)	2
Total State	32		23			16
Total	$	344	$	236		$	142

Income tax expense computed at the statutory federal income tax rate of 35% reconciles to actual income tax expense as follows:

(In millions)	2017			2016			2015
Income tax expense at statutory federal rate	$	327		$	247		$	158
State income taxes including credits, net	21			15			10
Other nondeductible expenses	3			3			3
Nontaxable income	(33		)	(25		)	(20		)
Share-based compensation	(8		)	—			—
Tax credits and other taxes	1			(2		)	(3		)
Tax Cuts and Jobs Act of 2017	47			—			—
Other	(14		)	(2		)	(6		)
Total	$	344		$	236		$	142

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets (“DTA”) and deferred tax liabilities are presented below:

(In millions)	December 31,
	2017			2016
Gross deferred tax assets:
Book loan loss deduction in excess of tax	$	143		$	241
Pension and postretirement	8			19
Deferred compensation	48			87
Security investments and derivative fair value adjustments	40			57
Net operating losses, capital losses and tax credits	2			5
FDIC-supported transactions	2			5
Other	34			46
	277			460
Valuation allowance	(2		)	(4		)
Total deferred tax assets	275			456
Gross deferred tax liabilities:
Core deposits and purchase accounting	—			(1		)
Premises and equipment, due to differences in depreciation	(51		)	(8		)
Federal Home Loan Bank stock dividends	(3		)	(4		)
Leasing operations	(52		)	(75		)
Prepaid expenses	(5		)	(7		)
Prepaid pension reserves	(11		)	(17		)
Mortgage servicing	(7		)	(10		)
Subordinated debt modification	(9		)	(31		)
Deferred loan fees	(23		)	(25		)
Equity investments	(21		)	(28		)
Total deferred tax liabilities	(182		)	(206		)
Net deferred tax assets	$	93		$	250

On December 22, 2017, H.R. 1, known as the Tax Cuts and Jobs Act (“the Act”), was signed into law. The Act makes significant changes to the U.S. Internal Revenue Code of 1986, including a decrease in the current corporate federal income tax rate to 21% from 35%, effective January 1, 2018. In conjunction with the enactment of the Act, the SEC issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the accounting for certain income tax effects of the Act that may not be complete by the time financial statements are issued. The Company evaluated all available information and made reasonable estimates of the impact of the Act to substantially all components of its net DTA. The provisional impact of the Act on the net DTA resulted in a non-cash charge of $47 million recorded through income tax expense. The Company anticipates that additional adjustments to net DTA and income tax expense may be made in 2018 as the Company’s initial determination of the tax basis of deferred items such as foregone interest, equity investments in flow-through entities, certain employee compensation arrangements, FDIC-supported transactions and premises and equipment are finalized. These adjustments will be recorded in the financial statements in the reporting period when such adjustments are determined; however, SAB 118 requires all impacts from the Act to be recorded prior to December 22, 2018, which is one year from the enactment date of the Act.

In 2017, the Company early adopted the guidance in ASU 2018-02, which allows reclassification from AOCI to retained earnings for the stranded tax effects related to the change in the corporate income tax rate from the Act. The early adoption of the guidance resulted in a $25 million increase to retained earnings out of AOCI as of December 31, 2017.

The amount of net DTAs is included with other assets in the balance sheet. The $2 million and $4 million valuation allowances at December 31, 2017 and 2016, respectively, were for certain acquired net operating loss carryforwards included in our acquisition of the remaining interests in a less significant subsidiary. At December 31, 2017, excluding the $2 million, the tax effect of remaining net operating loss and tax credit carryforwards was less than $1 million expiring through 2030.

We evaluate the DTAs on a regular basis to determine whether an additional valuation allowance is required. In conducting this evaluation, we have considered all available evidence, both positive and negative, based on the more likely than not criteria that such assets will be realized. This evaluation includes, but is not limited to: (1) available carryback potential to prior tax years; (2) potential future reversals of existing deferred tax liabilities, which historically have a reversal pattern generally consistent with DTAs; (3) potential tax planning strategies; and (4) future projected taxable income. Based on this evaluation, and considering the weight of the positive evidence compared to the negative evidence, we have concluded that an additional valuation allowance is not required as of December 31, 2017.

We have a liability for unrecognized tax benefits relating to uncertain tax positions for tax credits on technology initiatives. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits is as follows:

(In millions)	2017		2016			2015
Balance at beginning of year	$	4	$	5		$	3
Tax positions related to current year:
Additions	1		1			1
Reductions	—		—			—
Tax positions related to prior years:
Additions	1		1			1
Reductions	—		—			—
Settlements with taxing authorities	—		—			—
Lapses in statutes of limitations	—		(3		)	—
Balance at end of year	$	6	$	4		$	5

At December 31, 2017 and 2016, the liability for unrecognized tax benefits included approximately $5 million and $3 million, respectively (net of the federal tax benefit on state issues) that, if recognized, would affect the effective tax rate. The amount of gross unrecognized tax benefits that may increase or decrease during the 12 months subsequent to December 31, 2017, is dependent on the timing and outcome of various federal and state examinations.

Interest and penalties related to unrecognized tax benefits are included in income tax expense in the statement of income. At December 31, 2017 and 2016, accrued interest and penalties recognized in the balance sheet, net of any federal and/or state tax benefits, were less than $1 million.

The Company and its subsidiaries file income tax returns in U.S. federal and various state jurisdictions. The Company is no longer subject to income tax examinations for years prior to 2013 for federal returns and 2012 for certain state returns.

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Net Earnings Per Common Share

12 Months Ended

Dec. 31, 2017

Earnings Per Share [Abstract]

Net Earnings Per Common Share

NET EARNINGS PER COMMON SHARE

Basic and diluted net earnings per common share based on the weighted average outstanding shares are summarized as follows:

(In millions, except per share amounts)	2017		2016		2015
Basic:
Net income	$	592	$	469	$	309
Less common and preferred dividends	131		115		108
Undistributed earnings	461		354		201
Less undistributed earnings applicable to nonvested shares	4		4		2
Undistributed earnings applicable to common shares	457		350		199
Distributed earnings applicable to common shares	88		57		45
Total earnings applicable to common shares	$	545	$	407	$	244
Weighted average common shares outstanding (in thousands)	200,776		203,855		203,265
Net earnings per common share	$	2.71	$	2.00	$	1.20
Diluted:
Total earnings applicable to common shares	$	545	$	407	$	244
Weighted average common shares outstanding (in thousands)	200,776		203,855		203,265
Additional weighted average dilutive shares (in thousands)	8,877		414		433
Weighted average diluted common shares outstanding (in thousands)	209,653		204,269		203,698
Net earnings per common share	$	2.60	$	1.99	$	1.20

For 2017 and 2016, preferred dividends were increased by $2 million and $10 million, respectively, from costs related to the full redemption of the Company’s Series F preferred stock in 2017 and partial redemption of the Company’s Series I, J, and G preferred stock in 2016. See further discussion in Note 13.

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Operating Segment Information

12 Months Ended

Dec. 31, 2017

Operating Segment Information [Abstract]

Segment Reporting Disclosure [Text Block]

OPERATING SEGMENT INFORMATION

We manage our operations and prepare management reports and other information with a primary focus on geographical area. Our banking operations are managed under their own individual brand names, including Zions Bank, Amegy Bank, California Bank & Trust, National Bank of Arizona, Nevada State Bank, Vectra Bank Colorado, and The Commerce Bank of Washington. Performance assessment and resource allocation are based upon this geographical structure. We use an internal funds transfer pricing (“FTP”) allocation system to report results of operations for business segments. This process continues to be refined. Total average loans and deposits presented for the banking segments do not include intercompany amounts between banking segments, but may include deposits with the Other segment. Prior period amounts have been reclassified to reflect these changes.

As of December 31, 2017, our banking business is conducted through 7 locally managed and branded segments in distinct geographical areas. Performance assessment and resource allocation are based upon this geographical structure. Zions Bank operates 97 branches in Utah, 23 branches in Idaho, and 1 branch in Wyoming. CB&T operates 92 branches in California. Amegy operates 73 branches in Texas. NBAZ operates 58 branches in Arizona. NSB operates 50 branches in Nevada. Vectra operates 36 branches in Colorado and 1 branch in New Mexico. TCBW operates 1 branch in Washington and 1 branch in Oregon.

The operating segment identified as “Other” includes the Parent, certain nonbank financial service subsidiaries, centralized back-office functions, and eliminations of transactions between segments. The major components of net interest income at the Bank’s back-office include the revenue associated with the investments securities portfolio and the offset of the FTP costs and benefits provided to the business segments. Throughout 2016 consolidation efforts continued, which resulted in transitioning full-time equivalents from the business segments to the Company’s back-office units. Due to the continuing nature and timing of this change, the Company’s back-office units retained more direct expenses in 2016 than in prior years. In the first quarter of 2017 we made changes to the FTP process and internal allocation of central expenses to better reflect the performance of business segments. Prior period amounts have been revised to reflect the impact of these changes had they been instituted in 2016.

The following schedule does not present total assets or income tax expense for each operating segment, but instead presents average loans, average deposits and income before income taxes because these are the metrics that management uses when evaluating performance and making decisions pertaining to the operating segments. The Parent’s net interest income includes interest expense on other borrowed funds. The Parent’s financial statements in Note 22 provide more information about the Parent’s activities. The condensed statement of income identifies the components of income and expense which affect the operating amounts presented in the Other segment.

The accounting policies of the individual operating segments are the same as those of the Company. Transactions between operating segments are primarily conducted at fair value, resulting in profits that are eliminated for reporting consolidated results of operations.

The following is a summary of selected operating segment information:

(In millions)	Zions Bank									Amegy									CB&T
	2017			2016			2015			2017			2016			2015			2017			2016			2015
SELECTED INCOME STATEMENT DATA
Net interest income	$	650		$	624		$	544		$	483		$	460		$	387		$	476		$	434		$	377
Provision for loan losses	19			(22		)	(28		)	25			163			91			(5		)	(9		)	(4		)
Net interest income after provision for loan losses	631			646			572			458			297			296			481			443			381
Noninterest income	151			149			133			118			123			121			75			67			63
Noninterest expense	436			424			430			336			326			373			299			290			294
Income before income taxes	$	346		$	371		$	275		$	240		$	94		$	44		$	257		$	220		$	150
SELECTED AVERAGE BALANCE SHEET DATA
Total average loans	$	12,481		$	12,538		$	12,118		$	11,021		$	10,595		$	10,148		$	9,539		$	9,211		$	8,556
Total average deposits	15,986			15,991			15,688			11,096			11,130			11,495			11,030			10,827			10,063
(In millions)	NBAZ									NSB									Vectra
	2017			2016			2015			2017			2016			2015			2017			2016			2015
SELECTED INCOME STATEMENT DATA
Net interest income	$	206		$	190		$	152		$	134		$	122		$	94		$	126		$	120		$	101
Provision for loan losses	(8		)	(3		)	8			(11		)	(28		)	(28		)	1			(8		)	5
Net interest income after provision for loan losses	214			193			144			145			150			122			125			128			96
Noninterest income	40			40			36			40			39			36			25			23			21
Noninterest expense	148			144			133			139			137			131			101			97			98
Income before income taxes	$	106		$	89		$	47		$	46		$	52		$	27		$	49		$	54		$	19
SELECTED AVERAGE BALANCE SHEET DATA
Total average loans	$	4,267		$	4,086		$	3,811		$	2,357		$	2,284		$	2,344		$	2,644		$	2,469		$	2,400
Total average deposits	4,762			4,576			4,311			4,254			4,137			3,891			2,756			2,720			2,792
(In millions)	TCBW									Other									Consolidated Company
	2017			2016			2015			2017			2016			2015			2017			2016			2015
SELECTED INCOME STATEMENT DATA
Net interest income	$	46		$	38		$	28		$	(56	)	$	(121	)	$	32		$	2,065		$	1,867		$	1,715
Provision for loan losses	2			—			(3		)	1			—			(1		)	24			93			40
Net interest income after provision for loan losses	44			38			31			(57		)	(121		)	33			2,041			1,774			1,675
Noninterest income	5			5			4			90			70			(57		)	544			516			357
Noninterest expense	20			19			17			170			148			105			1,649			1,585			1,581
Income (loss) before income taxes	$	29		$	24		$	18		$	(137	)	$	(199	)	$	(129	)	$	936		$	705		$	451
SELECTED AVERAGE BALANCE SHEET DATA
Total average loans	$	926		$	791		$	707		$	266		$	88		$	87		$	43,501		$	42,062		$	40,171
Total average deposits	1,107			1,007			879			1,209			207			(481		)	52,200			50,595			48,638

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Quarterly Financial Information

12 Months Ended

Dec. 31, 2017

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Information

QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Financial information by quarter for 2017 and 2016 is as follows:

(In millions, except per share amounts)	Quarters
	First			Second			Third			Fourth			Year
2017
Gross interest income	$	515		$	558		$	557		$	562		$	2,192
Net interest income	489			528			522			526			2,065
Provision for loan losses	23			7			5			(11		)	24
Noninterest income	132			132			140			140			544
Noninterest expense	414			405			413			417			1,649
Income before income taxes	184			248			244			260			936
Net income	139			168			161			124			592
Preferred stock dividends	(10		)	(12		)	(8		)	(10		)	(40		)
Preferred stock redemption	—			(2		)	—			—			(2		)
Net earnings applicable to common shareholders	129			154			153			114			550
Net earnings per common share:
Basic	0.63			0.76			0.75			0.57			2.71
Diluted	0.61			0.73			0.72			0.54			2.60
2016
Gross interest income	$	475		$	487		$	491		$	501		$	1,954
Net interest income	453			465			469			480			1,867
Provision for loan losses	42			35			19			(3		)	93
Noninterest income	117			126			145			128			516
Noninterest expense	396			382			403			404			1,585
Income before income taxes	132			174			192			207			705
Net income	91			114			127			137			469
Preferred stock dividends	(12		)	(14		)	(10		)	(12		)	(48		)
Preferred stock redemption	—			(10		)	—			—			(10		)
Net earnings applicable to common shareholders	79			90			117			125			411
Net earnings per common share:
Basic	0.38			0.44			0.57			0.61			2.00
Diluted	0.38			0.44			0.57			0.60			1.99

Certain prior year amounts have been reclassified to conform with the current year presentation. These reclassifications did not affect net income. See related discussion in Note 1. Individual quarter information may be different than previously reported due to rounding.

Quarterly Financial Information [Table Text Block]

(In millions, except per share amounts)	Quarters
	First			Second			Third			Fourth			Year
2017
Gross interest income	$	515		$	558		$	557		$	562		$	2,192
Net interest income	489			528			522			526			2,065
Provision for loan losses	23			7			5			(11		)	24
Noninterest income	132			132			140			140			544
Noninterest expense	414			405			413			417			1,649
Income before income taxes	184			248			244			260			936
Net income	139			168			161			124			592
Preferred stock dividends	(10		)	(12		)	(8		)	(10		)	(40		)
Preferred stock redemption	—			(2		)	—			—			(2		)
Net earnings applicable to common shareholders	129			154			153			114			550
Net earnings per common share:
Basic	0.63			0.76			0.75			0.57			2.71
Diluted	0.61			0.73			0.72			0.54			2.60
2016
Gross interest income	$	475		$	487		$	491		$	501		$	1,954
Net interest income	453			465			469			480			1,867
Provision for loan losses	42			35			19			(3		)	93
Noninterest income	117			126			145			128			516
Noninterest expense	396			382			403			404			1,585
Income before income taxes	132			174			192			207			705
Net income	91			114			127			137			469
Preferred stock dividends	(12		)	(14		)	(10		)	(12		)	(48		)
Preferred stock redemption	—			(10		)	—			—			(10		)
Net earnings applicable to common shareholders	79			90			117			125			411
Net earnings per common share:
Basic	0.38			0.44			0.57			0.61			2.00
Diluted	0.38			0.44			0.57			0.60			1.99

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Parent Company Financial Information

12 Months Ended

Dec. 31, 2017

Condensed Financial Statements, Captions [Line Items]

Condensed Financial Information of Parent Company Only Disclosure [Text Block]

PARENT COMPANY FINANCIAL INFORMATION

CONDENSED BALANCE SHEETS

(In millions)	December 31,
	2017			2016
ASSETS
Cash and due from banks	$	—		$	2
Interest-bearing deposits	332			529
Investment securities:
Available-for-sale, at fair value	30			40
Other noninterest-bearing investments	36			29
Investments in subsidiaries:
Commercial bank	7,620			7,570
Other subsidiaries	41			6
Other assets	32			81
Total assets	$	8,091		$	8,257
LIABILITIES AND SHAREHOLDERS’ EQUITY
Other liabilities	$	30		$	89
Long-term debt:
Due to others	382			534
Total liabilities	412			623
Shareholders’ equity:
Preferred stock	566			710
Common stock	4,445			4,725
Retained earnings	2,807			2,321
Accumulated other comprehensive income (loss)	(139		)	(122		)
Total shareholders’ equity	7,679			7,634
Total liabilities and shareholders’ equity	$	8,091		$	8,257

CONDENSED STATEMENTS OF INCOME

(In millions)	Year Ended December 31,
	2017			2016			2015
Interest income:
Commercial bank	$	—		$	1		$	1
Other loans and securities	1			2			3
Total interest income	1			3			4
Interest expense:
Affiliated trusts	—			3			4
Other borrowed funds	25			34			64
Total interest expense	25			37			68
Net interest loss	(24		)	(34		)	(64		)
Other income:
Dividends from consolidated subsidiaries:
Commercial bank	587			263			234
Securities gains, net	—			—			37
Other income	7			4			13
Total other income	594			267			284
Expenses:
Salaries and employee benefits	24			23			25
Other operating expenses	8			(14		)	10
Total expenses	32			9			35
Income before income taxes and undistributed income of consolidated subsidiaries	538			224			185
Income tax benefit	(42		)	(19		)	(27		)
Income before equity in undistributed income of consolidated subsidiaries	580			243			212
Equity in undistributed income (loss) of consolidated subsidiaries:
Commercial bank	12			230			108
Other subsidiaries	—			(4		)	(11		)
Net income	592			469			309
Preferred stock dividends	(40		)	(48		)	(62		)
Preferred stock redemption	(2		)	(10		)	—
Net earnings applicable to common shareholders	$	550		$	411		$	247

CONDENSED STATEMENTS OF CASH FLOWS

(In millions)	Year Ended December 31,
	2017			2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	592		$	469		$	309
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed income of consolidated subsidiaries	(12		)	(226		)	(97		)
Other, net	(56		)	(31		)	78
Net cash provided by operating activities	524			212			290
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in money market investments	196			347			132
Collection of advances to subsidiaries	—			—			56
Advances to subsidiaries	—			—			(41		)
Proceeds from sales and maturities of investment securities	20			4			125
Purchases of investment securities	—			—			(47		)
Decrease of investment in subsidiaries	—			—			15
Other, net	2			7			4
Net cash provided by investing activities	218			358			244
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of long-term debt	(164		)	(280		)	(271		)
Proceeds from issuance of common stock	25			25			22
Cash paid for preferred stock redemptions	(144		)	(126		)	(176		)
Company common stock repurchased	(332		)	(97		)	(7		)
Dividends paid on preferred stock	(40		)	(50		)	(63		)
Dividends paid on common stock	(89		)	(58		)	(45		)
Net cash used in financing activities	(744		)	(586		)	(540		)
Net decrease in cash and due from banks	(2		)	(16		)	(6		)
Cash and due from banks at beginning of year	2			18			24
Cash and due from banks at end of year	$	—		$	2		$	18

The Parent paid interest of $26 million in 2017, $35 million in 2016, and $51 million in 2015.

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Summary Of Significant Accounting Policies (Policy)

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

Business

Business

Zions Bancorporation (“the Parent”) is a financial holding company headquartered in Salt Lake City, Utah, which owns and operates a commercial bank. The Parent and its subsidiaries (collectively “the Company”) provide a full range of banking and related services in 11 western and southwestern states through seven separately managed and branded units as follows: Zions Bank, in Utah, Idaho and Wyoming; California Bank & Trust (“CB&T”); Amegy Bank (“Amegy”), in Texas; National Bank of Arizona (“NBAZ”); Nevada State Bank (“NSB”); Vectra Bank Colorado (“Vectra”), in Colorado and New Mexico; and The Commerce Bank of Washington (“TCBW”) which operates under that name in Washington and under the name The Commerce Bank of Oregon (“TCBO”) in Oregon. Pursuant to a Board resolution adopted November 21, 2014, TCBO merged into TCBW effective March 31, 2015. The Parent also owns and operates certain nonbank subsidiaries that engage in financial services.

Basis Of Financial Statement Presentation

Basis of Financial Statement Presentation

The consolidated financial statements include the accounts of the Parent and its majority-owned subsidiaries (“the Company,” “we,” “our,” “us”). Unconsolidated investments where we have the ability to exercise significant influence over the operating and financial policies of the respective investee are accounted for using the equity method of accounting; those that are not consolidated or accounted for using the equity method of accounting are accounted for under cost or fair value accounting. All significant intercompany accounts and transactions have been eliminated in consolidation.

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and prevailing practices within the financial services industry. References to GAAP, including standards promulgated by the Financial Accounting Standards Board (“FASB”), are made according to sections of the Accounting Standards Codification (“ASC”). Changes to the ASC are made with Accounting Standards Updates (“ASU”) that include consensus issues of the Emerging Issues Task Force (“EITF”). In certain cases, ASUs are issued jointly with International Financial Reporting Standards.

In preparing the consolidated financial statements, we are required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Certain prior year amounts have been reclassified to conform with the current year presentation. These reclassifications did not affect net income or shareholders’ equity.

Reclassification Policy

Certain prior year amounts have been reclassified to conform with the current year presentation.

Variable Interest Entities

Variable Interest Entities

A variable interest entity (“VIE”) is consolidated when a company is the primary beneficiary of the VIE. Current accounting guidance requires continuous analysis on a qualitative rather than a quantitative basis to determine the primary beneficiary of a VIE. At the commencement of our involvement, and periodically thereafter, we consider our consolidation conclusions for all entities with which we are involved. As of December 31, 2017 and 2016, no VIEs have been consolidated in the Company’s financial statements.

Statement Of Cash Flows

Statement of Cash Flows

For purposes of presentation in the consolidated statements of cash flows, “cash and cash equivalents” are defined as those amounts included in cash and due from banks in the consolidated balance sheets.

Security Resell Agreements

Security Resell Agreements

Security resell agreements represent overnight and term agreements with the majority maturing within 30 days. These agreements are generally treated as collateralized financing transactions and are carried at amounts at which the securities were acquired plus accrued interest. Either the Company, or in some instances third parties on its behalf, take possession of the underlying securities. The fair value of such securities is monitored throughout the contract term to ensure that asset values remain sufficient to protect against counterparty default. We are permitted by contract to sell or repledge certain securities that we accept as collateral for security resell agreements. If sold, our obligation to return the collateral is recorded as “securities sold, not yet purchased” and included as a liability in “Federal funds and other short-term borrowings.” At December 31, 2017, we held $287 million of securities for which we were permitted by contract to sell or repledge. Security resell agreements averaged $360 million during 2017, and the maximum amount outstanding at any month-end during 2017 was $1.8 billion.

Investment Securities

Investment Securities

We classify our investment securities according to their purpose and holding period. Gains or losses on the sale of securities are recognized using the specific identification method and recorded in noninterest income.

Held-to-maturity (“HTM”) debt securities are carried at amortized cost with purchase discounts or premiums accreted or amortized into interest income over the contractual life of the security. The Company has the intent and ability to hold such securities until maturity.

Available-for-sale (“AFS”) securities are stated at fair value and generally consist of debt securities held for investment. Unrealized gains and losses of AFS securities, after applicable taxes, are recorded as a component of other comprehensive income (“OCI”).

We review quarterly our investment securities portfolio for any declines in value that are considered to be other-than-temporary impairment (“OTTI”). The process, methodology, and factors considered to evaluate securities for OTTI are discussed further in Note 5.

Trading securities are stated at fair value and consist of securities acquired for short-term appreciation or other trading purposes. Realized and unrealized gains and losses are recorded in trading income, which is included in “Capital markets and foreign exchange.”

The fair values of investment securities, as estimated under current accounting guidance, are discussed in Note 3.

Loans And Allowance For Credit Losses

Loans and Allowance for Credit Losses

Loans are reported at the principal amount outstanding, net of unearned income. Unearned income, which includes deferred fees net of deferred direct loan origination costs, is amortized to interest income over the life of the loan using the interest method. Interest income is recognized on an accrual basis.

At the time of origination, we determine whether loans will be held for investment or held for sale. We may subsequently change our intent to hold loans for investment and reclassify them as held for sale. Loans held for sale are carried at the lower of aggregate cost or fair value. A valuation allowance is recorded when cost exceeds fair value based on reviews at the time of reclassification and periodically thereafter. Gains and losses are recorded in noninterest income based on the difference between sales proceeds and carrying value.

We evaluate loans throughout their lives for signs of credit deterioration, which may impact the loan’s status, and potentially impact our accounting for that loan. Loan status categories include past due as to contractual payments, nonaccrual, impaired, and restructured (including troubled debt restructurings (“TDRs”)). Our accounting policies for these loan statuses and our estimation of the related allowance for loan losses (“ALLL”) are discussed further in Note 6.

In the ordinary course of business, we transfer portions of loans under participation agreements to manage credit risk and our portfolio concentration. We evaluate the loan participations to determine if they meet the appropriate accounting guidance to qualify as sales. Certain purchased loans require separate accounting procedures that are also discussed in Note 6.

The allowance for credit losses (“ACL”) includes the ALLL and the reserve for unfunded lending commitments (“RULC”), and represents our estimate of losses inherent in the loan portfolio that may be recognized from loans and lending commitments that are not recoverable. Further discussion of our estimation process for the ACL is included in Note 6.

Other Real Estate Owned

Other Real Estate Owned

Other real estate owned (“OREO”) consists principally of commercial and residential real estate obtained in partial or total satisfaction of loan obligations. Amounts are recorded initially at fair value (less any selling costs) based on property appraisals at the time of transfer and subsequently at the lower of cost or fair value (less any selling costs).

Nonmarketable Securities

Other Noninterest-Bearing Investments

These investments include investments in private equity funds (referred to in this document as private equity investments “PEIs”), venture capital securities, securities acquired for various debt and regulatory requirements, bank-owned life insurance, and certain other noninterest-bearing investments. See further discussions in Notes 5, 15 and 3.

Certain PEIs and venture capital securities are accounted for under the equity method and reported at fair value. Changes in fair value and gains and losses from sales are recognized in noninterest income. The values assigned to the securities where no market quotations exist are based upon available information and may not necessarily represent amounts that will ultimately be realized. Such estimated amounts depend on future circumstances and will not be realized until the individual securities are liquidated.

Bank-owned life insurance is accounted for at fair value based on the cash surrender values (“CSVs”) of the general account insurance policies. A third party service provides these values.

Other PEIs and those acquired for various debt and regulatory requirements are accounted for at cost. Periodic reviews are conducted for impairment by comparing carrying values with estimates of fair value determined according to the previous discussion.

Premises And Equipment

Premises, Equipment and Software, Net

Premises, equipment and software are stated at cost, net of accumulated depreciation and amortization. Depreciation, computed primarily on the straight-line method, is charged to operations over the estimated useful lives of the properties, generally 25 to 40 years for buildings, 3 to 10 years for furniture and equipment, and 3 to 10 years for software, including capitalized costs related to the Company’s technology initiatives. Leasehold improvements are amortized over the terms of the respective leases or the estimated useful lives of the improvements, whichever is shorter.

Business Combinations

Business Combinations

Business combinations are accounted for under the acquisition method of accounting. Upon initially obtaining control, we recognize 100% of all acquired assets and all assumed liabilities regardless of the percentage owned. The assets and liabilities are recorded at their estimated fair values, with goodwill being recorded when such fair values are less than the cost of acquisition. Certain transaction and restructuring costs are expensed as incurred. Changes to estimated fair values from a business combination are recognized as an adjustment to goodwill over the measurement period, which cannot exceed one year from the acquisition date. Results of operations of the acquired business are included in our statement of income from the date of acquisition.

Goodwill And Identifiable Intangible Assets

Goodwill and Identifiable Intangible Assets

Goodwill and intangible assets deemed to have indefinite lives are not amortized. We subject these assets to annual specified impairment tests as of the beginning of the fourth quarter and more frequently if changing conditions warrant. Core deposit assets and other intangibles with finite useful lives are generally amortized on an accelerated basis using an estimated useful life of up to 12 years.

Derivative Instruments

Derivative Instruments

We use derivative instruments, including interest rate swaps and floors and basis swaps, as part of our overall interest rate risk management strategy. These instruments enable us to manage to desired asset and liability duration and to reduce interest rate risk exposure by matching estimated repricing periods of interest-sensitive assets and liabilities. We also execute derivative instruments with commercial banking customers to facilitate their risk management strategies. These derivatives are immediately hedged by offsetting derivatives with third parties such that we minimize our net risk exposure as a result of such transactions. We record all derivatives at fair value in the balance sheet as either other assets or other liabilities. See further discussion in Note 7.

Commitments And Letters Of Credit

Commitments and Letters of Credit

In the ordinary course of business, we enter into commitments to extend credit, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded in the financial statements when they become payable. The credit risk associated with these commitments is evaluated in a manner similar to the ALLL. The RULC is presented separately in the balance sheet.

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

Service charges and fees on deposit accounts are recognized in accordance with published deposit account agreements for customer accounts or contractual agreements for commercial accounts. Other service charges, commissions and fees include interchange fees, bank services, and other fees, which are generally recognized at the time of transaction or as the services are performed.

Share-Based Compensation

Share-Based Compensation

Share-based compensation generally includes grants of stock options, restricted stock, restricted stock units (“RSUs”), and other awards to employees and non-employee directors. We recognize compensation expense in the statement of income based on the grant-date value of the associated share-based awards. See further discussion in Note 17.

Income Taxes

Income Taxes

Deferred tax assets and liabilities are determined based on temporary differences between financial statement asset and liability amounts and their respective tax bases, and are measured using enacted tax laws and rates. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are recognized subject to management’s judgment that realization is more likely than not. Unrecognized tax benefits for uncertain tax positions relate primarily to state tax contingencies. See further discussion in Note 18.

Net Earnings Per Common Share

Net Earnings Per Common Share

Net earnings per common share is based on net earnings applicable to common shareholders, which is net of preferred stock dividends. Basic net earnings per common share is based on the weighted average outstanding common shares during each year. Unvested share-based awards with rights to receive nonforfeitable dividends are considered participating securities and included in the computation of basic earnings per share. Diluted net earnings per common share is based on the weighted average outstanding common shares during each year, including common stock equivalents. Stock options, restricted stock, RSUs, and stock warrants are converted to common stock equivalents using the treasury stock method. Diluted net earnings per common share excludes common stock equivalents whose effect is antidilutive. See further discussion in Note 19.

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Fair Value (Tables)

12 Months Ended

Dec. 31, 2017

Fair Value Disclosures [Abstract]

Schedule Of Assets And Liabilities Measured At Fair Value By Class On A Recurring Basis

(In millions)	December 31, 2017
	Level 1		Level 2		Level 3		Total
ASSETS
Investment securities:
Available-for-sale:
U.S. Treasury, agencies and corporations	$	25	$	13,706	$	—	$	13,731
Municipal securities			1,334				1,334
Other debt securities			24				24
Money market mutual funds and other	71		1				72
Total Available-for-sale	96		15,065		—		15,161
Trading account			148				148
Other noninterest-bearing investments:
Bank-owned life insurance			507				507
Private equity investments					95		95
Other assets:
Agriculture loan servicing and interest-only strips					18		18
Deferred compensation plan assets	102						102
Derivatives:
Interest rate related and other			1				1
Interest rate swaps for customers			28				28
Foreign currency exchange contracts	9						9
Total Assets	$	207	$	15,749	$	113	$	16,069
LIABILITIES
Securities sold, not yet purchased	$	95	$	—	$	—	$	95
Other liabilities:
Deferred compensation plan obligations	102						102
Derivatives:
Interest rate swaps for customers			33				33
Foreign currency exchange contracts	7						7
Total Liabilities	$	204	$	33	$	—	$	237

(In millions)	December 31, 2016
	Level 1		Level 2		Level 3		Total
ASSETS
Investment securities:
Available-for-sale:
U.S. Treasury, agencies and corporations	$	—	$	12,009	$	—	$	12,009
Municipal securities			1,154				1,154
Other debt securities			24				24
Money market mutual funds and other	184		1				185
Total Available-for-sale	184		13,188		—		13,372
Trading account			115				115
Other noninterest-bearing investments:
Bank-owned life insurance			497				497
Private equity investments 1	18				73		91
Other assets:
Agriculture loan servicing and interest-only strips					20		20
Deferred compensation plan assets	91						91
Derivatives:
Interest rate related and other			4				4
Interest rate swaps for customers			49				49
Foreign currency exchange contracts	11						11
Total Assets	$	304	$	13,853	$	93	$	14,250
LIABILITIES
Securities sold, not yet purchased	$	25	$	—	$	—	$	25
Other liabilities:
Deferred compensation plan obligations	91						91
Derivatives:
Interest rate related and other			1				1
Interest rate swaps for customers			49				49
Foreign currency exchange contracts	9						9
Total Liabilities	$	125	$	50	$	—	$	175

¹The level 1 PEIs amount relates to the portion of our SBIC investments that are now publicly traded.

Schedule Of Assets And Liabilities Measured At Fair Value By Class On A Recurring Basis Using Level 3 Inputs

	Level 3 Instruments
	December 31, 2017						December 31, 2016
(In millions)	Private equity investments			Ag loan svcg and int-only strips			Private equity investments			Ag loan svcg and int-only strips
Balance at beginning of year	$	73		$	20		$	58		$	14
Securities gains, net	7			—			6			—
Other noninterest income	—			(1		)	—			6
Purchases	20			—			10			—
Redemptions and paydowns	(5		)	(1		)	(1		)	—
Balance at end of year	$	95		$	18		$	73		$	20

Schedule Of Realized Gains (Losses) Using Level 3 Inputs

(In millions)	Year Ended December 31,
	2017		2016
Equity securities gains, net	$	3	$	6

Schedule Of Assets With Fair Value Changes On Nonrecurring Basis

(In millions)	Fair value at December 31, 2017								Gains (losses) from fair value changes Year Ended December 31, 2017
	Level 1		Level 2		Level 3		Total
ASSETS
Private equity investments, carried at cost	$	—	$	—	$	1	$	1	$	(1	)
Impaired loans	—		9		—		9		(5		)
Other real estate owned	—		—		—		—		—
Total	$	—	$	9	$	1	$	10	$	(6	)

(In millions)	Fair value at December 31, 2016								Gains (losses) from fair value changes Year Ended December 31, 2016
	Level 1		Level 2		Level 3		Total
ASSETS
Private equity investments, carried at cost	$	—	$	—	$	1	$	1	$	(1	)
Impaired loans	—		52		—		52		(36		)
Other real estate owned	—		1		—		1		(2		)
Total	$	—	$	53	$	1	$	54	$	(39	)

Schedule Of Carrying Values And Estimated Fair Values Of Financial Instruments

	December 31, 2017					December 31, 2016
(Dollar amounts in millions)	Carrying value		Estimated fair value		Level	Carrying value		Estimated fair value		Level
Financial assets:
Held-to-maturity investment securities	$	770	$	762	2	$	868	$	850	2
Loans and leases (including loans held for sale), net of allowance	44,306		44,226		3	42,254		42,111		3
Financial liabilities:
Time deposits	3,115		3,099		2	2,757		2,744		2
Other short-term borrowings	3,600		3,600		2	500		500		2
Long-term debt (less fair value hedges)	383		402		2	535		552		2

	December 31, 2017
(In millions)								Gross amounts not offset in the balance sheet
Description	Gross amounts recognized		Gross amounts offset in the balance sheet			Net amounts presented in the balance sheet		Financial instruments			Cash collateral received/pledged			Net amount
Assets:
Federal funds sold and security resell agreements	$	809	$	(295	)	$	514	$	—		$	—		$	514
Derivatives (included in other assets)	38		—			38		(21		)	(1		)	16
Total assets	$	847	$	(295	)	$	552	$	(21	)	$	(1	)	$	530
Liabilities:
Federal funds and other short-term borrowings	$	5,271	$	(295	)	$	4,976	$	—		$	—		$	4,976
Derivatives (included in other liabilities)	40		—			40		(21		)	(6		)	13
Total liabilities	$	5,311	$	(295	)	$	5,016	$	(21	)	$	(6	)	$	4,989

	December 31, 2016
(In millions)							Gross amounts not offset in the balance sheet
Description	Gross amounts recognized		Gross amounts offset in the balance sheet		Net amounts presented in the balance sheet		Financial instruments			Cash collateral received/pledged			Net amount
Assets:
Federal funds sold and security resell agreements	$	568	$	—	$	568	$	—		$	—		$	568
Derivatives (included in other assets)	64		—		64		(17		)	—			47
Total assets	$	632	$	—	$	632	$	(17	)	$	—		$	615
Liabilities:
Federal funds and other short-term borrowings	$	827	$	—	$	827	$	—		$	—		$	827
Derivatives (included in other liabilities)	59		—		59		(17		)	(17		)	25
Total liabilities	$	886	$	—	$	886	$	(17	)	$	(17	)	$	852

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Offsetting Assets and Liabilities Gross and net information for selecting financial instruments (Tables)

12 Months Ended

Dec. 31, 2017

Fair Value, by Balance Sheet Grouping [Table Text Block]

	December 31, 2017					December 31, 2016
(Dollar amounts in millions)	Carrying value		Estimated fair value		Level	Carrying value		Estimated fair value		Level
Financial assets:
Held-to-maturity investment securities	$	770	$	762	2	$	868	$	850	2
Loans and leases (including loans held for sale), net of allowance	44,306		44,226		3	42,254		42,111		3
Financial liabilities:
Time deposits	3,115		3,099		2	2,757		2,744		2
Other short-term borrowings	3,600		3,600		2	500		500		2
Long-term debt (less fair value hedges)	383		402		2	535		552		2

	December 31, 2017
(In millions)								Gross amounts not offset in the balance sheet
Description	Gross amounts recognized		Gross amounts offset in the balance sheet			Net amounts presented in the balance sheet		Financial instruments			Cash collateral received/pledged			Net amount
Assets:
Federal funds sold and security resell agreements	$	809	$	(295	)	$	514	$	—		$	—		$	514
Derivatives (included in other assets)	38		—			38		(21		)	(1		)	16
Total assets	$	847	$	(295	)	$	552	$	(21	)	$	(1	)	$	530
Liabilities:
Federal funds and other short-term borrowings	$	5,271	$	(295	)	$	4,976	$	—		$	—		$	4,976
Derivatives (included in other liabilities)	40		—			40		(21		)	(6		)	13
Total liabilities	$	5,311	$	(295	)	$	5,016	$	(21	)	$	(6	)	$	4,989

	December 31, 2016
(In millions)							Gross amounts not offset in the balance sheet
Description	Gross amounts recognized		Gross amounts offset in the balance sheet		Net amounts presented in the balance sheet		Financial instruments			Cash collateral received/pledged			Net amount
Assets:
Federal funds sold and security resell agreements	$	568	$	—	$	568	$	—		$	—		$	568
Derivatives (included in other assets)	64		—		64		(17		)	—			47
Total assets	$	632	$	—	$	632	$	(17	)	$	—		$	615
Liabilities:
Federal funds and other short-term borrowings	$	827	$	—	$	827	$	—		$	—		$	827
Derivatives (included in other liabilities)	59		—		59		(17		)	(17		)	25
Total liabilities	$	886	$	—	$	886	$	(17	)	$	(17	)	$	852

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Investment Securities - (Tables)

12 Months Ended

Dec. 31, 2017

Investments [Abstract]

Summary of Investment Securities [Table Text Block]

	December 31, 2017
(In millions)	Amortized cost		Gross unrealized gains		Gross unrealized losses		Estimated fair value
Held-to-maturity
Municipal securities	$	770	$	5	$	13	$	762
Available-for-sale
U.S. Treasury securities	25		—		—		25
U.S. Government agencies and corporations:
Agency securities	1,830		1		13		1,818
Agency guaranteed mortgage-backed securities	9,798		9		141		9,666
Small Business Administration loan-backed securities	2,227		10		15		2,222
Municipal securities	1,336		9		11		1,334
Other debt securities	25		—		1		24
Total available-for-sale debt securities	15,241		29		181		15,089
Money market mutual funds and other	72		—		—		72
Total available-for-sale	15,313		29		181		15,161
Total investment securities	$	16,083	$	34	$	194	$	15,923

	December 31, 2016
(In millions)	Amortized cost		Gross unrealized gains		Gross unrealized losses		Estimated fair value
Held-to-maturity
Municipal securities	$	868	$	5	$	23	$	850
Available-for-sale
U.S. Treasury securities	—		—		—		—
U.S. Government agencies and corporations:
Agency securities	1,846		2		9		1,839
Agency guaranteed mortgage-backed securities	7,986		7		110		7,883
Small Business Administration loan-backed securities	2,298		8		18		2,288
Municipal securities	1,182		1		29		1,154
Other debt securities	25		—		1		24
Total available-for-sale debt securities	13,337		18		167		13,188
Money market mutual funds and other	184		—		—		184
Total available-for-sale	13,521		18		167		13,372
Total investment securities	$	14,389	$	23	$	190	$	14,222

Investments Classified by Contractual Maturity Date [Table Text Block]

	Held-to-maturity				Available-for-sale
(In millions)	Amortized cost		Estimated fair value		Amortized cost		Estimated fair value
Due in one year or less	$	180	$	90	$	2,499	$	2,054
Due after one year through five years	372		336		5,727		5,575
Due after five years through ten years	159		230		4,331		4,485
Due after ten years	59		106		2,684		2,975
Total	$	770	$	762	$	15,241	$	15,089

Gain (Loss) on Investments [Table Text Block]

The following summarizes gains and losses, including OTTI, that were recognized in the statement of income:
	2017				2016				2015
(In millions)	Gross gains		Gross losses		Gross gains		Gross losses		Gross gains		Gross losses
Investment securities:
Available-for-sale	$	—	$	—	$	—	$	—	$	9	$	148
Other noninterest-bearing investments	22		8		21		14		25		13
Total investments	22		8		21		14		34		161
Net gains (losses)			$	14			$	7			$	(127	)
Statement of income information:
Equity securities gains, net			$	14			$	7			$	12
Fixed income securities gains (losses), net			—				—				(139		)
Net gains (losses)			$	14			$	7			$	(127	)

Schedule of Unrealized Loss on Investments [Table Text Block]

	December 31, 2017
	Less than 12 months				12 months or more				Total
(In millions)	Gross unrealized losses		Estimated fair value		Gross unrealized losses		Estimated fair value		Gross unrealized losses		Estimated fair value
Held-to-maturity
Municipal securities	$	3	$	263	$	10	$	292	$	13	$	555
Available-for-sale
U.S. Government agencies and corporations:
Agency securities	6		808		7		808		13		1,616
Agency guaranteed mortgage-backed securities	29		3,609		112		4,721		141		8,330
Small Business Administration loan-backed securities	3		408		12		649		15		1,057
Municipal securities	6		554		5		230		11		784
Other	—		—		1		14		1		14
Total available-for-sale	44		5,379		137		6,422		181		11,801
Total	$	47	$	5,642	$	147	$	6,714	$	194	$	12,356

	December 31, 2016
	Less than 12 months				12 months or more				Total
(In millions)	Gross unrealized losses		Estimated fair value		Gross unrealized losses		Estimated fair value		Gross unrealized losses		Estimated fair value
Held-to-maturity
Municipal securities	$	15	$	467	$	8	$	61	$	23	$	528
Available-for-sale
U.S. Government agencies and corporations:
Agency securities	9		950		—		127		9		1,077
Agency guaranteed mortgage-backed securities	102		6,649		7		326		109		6,975
Small Business Administration loan-backed securities	3		527		16		841		19		1,368
Municipal securities	28		992		—		9		28		1,001
Other	—		—		2		14		2		14
Total available-for-sale	142		9,118		25		1,317		167		10,435
Total	$	157	$	9,585	$	33	$	1,378	$	190	$	10,963

Tax and Nontaxable Interest Income by Investment Type [Table Text Block]

(In millions)	2017						2016						2015
	Taxable		Nontaxable		Total		Taxable		Nontaxable		Total		Taxable		Nontaxable		Total
Investment securities:
Held-to-maturity	$	10	$	13	$	23	$	10	$	13	$	23	$	13	$	11	$	24
Available-for-sale	277		24		301		166		12		178		95		3		98
Trading	2		—		2		3		—		3		2		—		2
Total	$	289	$	37	$	326	$	179	$	25	$	204	$	110	$	14	$	124

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Loans And Allowance For Credit Losses (Tables)

12 Months Ended

Dec. 31, 2017

Loans And Allowance For Credit Losses [Abstract]

Summary Of Major Portfolio Segment And Specific Loan Class

	December 31,
(In millions)	2017		2016
Loans held for sale	$	44	$	172
Commercial:
Commercial and industrial	$	14,003	$	13,452
Leasing	364		423
Owner-occupied	7,288		6,962
Municipal	1,271		778
Total commercial	22,926		21,615
Commercial real estate:
Construction and land development	2,021		2,019
Term	9,103		9,322
Total commercial real estate	11,124		11,341
Consumer:
Home equity credit line	2,777		2,645
1-4 family residential	6,662		5,891
Construction and other consumer real estate	597		486
Bankcard and other revolving plans	509		481
Other	185		190
Total consumer	10,730		9,693
Total loans	$	44,780	$	42,649

Summary Of Changes in The Allowance For Credit Losses

	December 31, 2017
(In millions)	Commercial			Commercial real estate			Consumer			Total
Allowance for loan losses
Balance at beginning of year	$	420		$	116		$	31		$	567
Additions:
Provision for loan losses	23			(18		)	19			24
Deductions:
Gross loan and lease charge-offs	(118		)	(9		)	(17		)	(144		)
Recoveries	46			14			11			71
Net loan and lease (charge-offs) recoveries	(72		)	5			(6		)	(73		)
Balance at end of year	$	371		$	103		$	44		$	518
Reserve for unfunded lending commitments
Balance at beginning of year	$	54		$	11		$	—		$	65
Provision credited to earnings	(6		)	(1		)	—			(7		)
Balance at end of year	$	48		$	10		$	—		$	58
Total allowance for credit losses
Allowance for loan losses	$	371		$	103		$	44		$	518
Reserve for unfunded lending commitments	48			10			—			58
Total allowance for credit losses	$	419		$	113		$	44		$	576

	December 31, 2016
(In millions)	Commercial			Commercial real estate			Consumer			Total
Allowance for loan losses
Balance at beginning of year	$	454		$	114		$	38		$	606
Additions:
Provision for loan losses	93			—			—			93
Deductions:
Gross loan and lease charge-offs	(170		)	(12		)	(16		)	(198		)
Recoveries	43			14			9			66
Net loan and lease charge-offs	(127		)	2			(7		)	(132		)
Balance at end of year	$	420		$	116		$	31		$	567
Reserve for unfunded lending commitments
Balance at beginning of year	$	58		$	16		$	1		$	75
Provision credited to earnings	(4		)	(5		)	(1		)	(10		)
Balance at end of year	$	54		$	11		$	—		$	65
Total allowance for credit losses
Allowance for loan losses	$	420		$	116		$	31		$	567
Reserve for unfunded lending commitments	54			11			—			65
Total allowance for credit losses	$	474		$	127		$	31		$	632

Summary Of ALLL And Outstanding Loan Balances According To The Company's Impairment Method

	December 31, 2017
(In millions)	Commercial		Commercial real estate		Consumer		Total
Allowance for loan losses
Individually evaluated for impairment	$	26	$	1	$	4	$	31
Collectively evaluated for impairment	345		102		40		487
Purchased loans with evidence of credit deterioration	—		—		—		—
Total	$	371	$	103	$	44	$	518
Outstanding loan balances
Individually evaluated for impairment	$	314	$	69	$	76	$	459
Collectively evaluated for impairment	22,598		11,048		10,648		44,294
Purchased loans with evidence of credit deterioration	14		7		6		27
Total	$	22,926	$	11,124	$	10,730	$	44,780

	December 31, 2016
(In millions)	Commercial		Commercial real estate		Consumer		Total
Allowance for loan losses
Individually evaluated for impairment	$	56	$	3	$	6	$	65
Collectively evaluated for impairment	364		113		25		502
Purchased loans with evidence of credit deterioration	—		—		—		—
Total	$	420	$	116	$	31	$	567
Outstanding loan balances
Individually evaluated for impairment	$	466	$	78	$	75	$	619
Collectively evaluated for impairment	21,111		11,231		9,611		41,953
Purchased loans with evidence of credit deterioration	38		32		7		77
Total	$	21,615	$	11,341	$	9,693	$	42,649

Summary Of Nonaccrual Loans

Nonaccrual loans are summarized as follows:
	December 31,
(In millions)	2017		2016
Loans held for sale	$	12	$	40
Commercial:
Commercial and industrial	$	195	$	354
Leasing	8		14
Owner-occupied	90		74
Municipal	1		1
Total commercial	294		443
Commercial real estate:
Construction and land development	4		7
Term	36		29
Total commercial real estate	40		36
Consumer:
Home equity credit line	13		11
1-4 family residential	55		36
Construction and other consumer real estate	—		2
Bankcard and other revolving plans	—		1
Other	—		—
Total consumer loans	68		50
Total	$	402	$	529

Summary Of Past Due Loans (Accruing And Nonaccruing)

Past due loans (accruing and nonaccruing) are summarized as follows:
	December 31, 2017
(In millions)	Current		30-89 days past due		90+ days past due		Total past due		Total loans		Accruing loans 90+ days past due		Nonaccrual loans that are current1
Loans held for sale	$	44	$	—	$	—	$	—	$	44	$	—	$	12
Commercial:
Commercial and industrial	$	13,887	$	60	$	56	$	116	$	14,003	$	13	$	146
Leasing	363		1		—		1		364		—		8
Owner-occupied	7,219		29		40		69		7,288		4		49
Municipal	1,271		—		—		—		1,271		—		1
Total commercial	22,740		90		96		186		22,926		17		204
Commercial real estate:
Construction and land development	2,014		3		4		7		2,021		—		—
Term	9,079		13		11		24		9,103		2		25
Total commercial real estate	11,093		16		15		31		11,124		2		25
Consumer:
Home equity credit line	2,763		9		5		14		2,777		—		5
1-4 family residential	6,621		16		25		41		6,662		1		27
Construction and other consumer real estate	590		6		1		7		597		1		—
Bankcard and other revolving plans	506		2		1		3		509		1		—
Other	184		1		—		1		185		—		—
Total consumer loans	10,664		34		32		66		10,730		3		32
Total	$	44,497	$	140	$	143	$	283	$	44,780	$	22	$	261

	December 31, 2016
(In millions)	Current		30-89 days past due		90+ days past due		Total past due		Total loans		Accruing loans 90+ days past due		Nonaccrual loans that are current1
Loans held for sale	$	172	$	—	$	—	$	—	$	172	$	—	$	40
Commercial:
Commercial and industrial	$	13,306	$	72	$	74	$	146	$	13,452	$	10	$	287
Leasing	423		—		—		—		423		—		14
Owner-occupied	6,894		40		28		68		6,962		8		43
Municipal	778		—		—		—		778		—		1
Total commercial	21,401		112		102		214		21,615		18		345
Commercial real estate:
Construction and land development	2,010		7		2		9		2,019		1		1
Term	9,291		9		22		31		9,322		12		18
Total commercial real estate	11,301		16		24		40		11,341		13		19
Consumer:
Home equity credit line	2,635		4		6		10		2,645		1		5
1-4 family residential	5,857		12		22		34		5,891		—		11
Construction and other consumer real estate	479		3		4		7		486		3		—
Bankcard and other revolving plans	478		2		1		3		481		1		1
Other	189		1		—		1		190		—		—
Total consumer loans	9,638		22		33		55		9,693		5		17
Total	$	42,340	$	150	$	159	$	309	$	42,649	$	36	$	381

¹  Represents nonaccrual loans that are not past due more than 30 days; however, full payment of principal and interest is still not expected.

Summary Of Outstanding Loan Balances (Accruing And Nonaccruing) Categorized By Credit Quality Indicators

	December 31, 2017
(In millions)	Pass		Special mention		Sub- standard		Doubtful		Total loans		Total allowance
Commercial:
Commercial and industrial	$	13,001	$	395	$	606	$	1	$	14,003
Leasing	342		6		16		—		364
Owner-occupied	6,920		93		275		—		7,288
Municipal	1,257		13		1		—		1,271
Total commercial	21,520		507		898		1		22,926		$	371
Commercial real estate:
Construction and land development	2,002		15		4		—		2,021
Term	8,816		138		149		—		9,103
Total commercial real estate	10,818		153		153		—		11,124		103
Consumer:
Home equity credit line	2,759		—		18		—		2,777
1-4 family residential	6,602		—		60		—		6,662
Construction and other consumer real estate	596		—		1		—		597
Bankcard and other revolving plans	507		—		2		—		509
Other	185		—		—		—		185
Total consumer loans	10,649		—		81		—		10,730		44
Total	$	42,987	$	660	$	1,132	$	1	$	44,780	$	518

	December 31, 2016
(In millions)	Pass		Special mention		Sub- standard		Doubtful		Total loans		Total allowance
Commercial:
Commercial and industrial	$	12,185	$	266	$	998	$	3	$	13,452
Leasing	387		5		30		1		423
Owner-occupied	6,560		96		306		—		6,962
Municipal	765		7		6		—		778
Total commercial	19,897		374		1,340		4		21,615		$	420
Commercial real estate:
Construction and land development	1,942		52		25		—		2,019
Term	9,096		82		144		—		9,322
Total commercial real estate	11,038		134		169		—		11,341		116
Consumer:
Home equity credit line	2,629		—		16		—		2,645
1-4 family residential	5,851		—		40		—		5,891
Construction and other consumer real estate	482		—		4		—		486
Bankcard and other revolving plans	478		—		3		—		481
Other	189		—		1		—		190
Total consumer loans	9,629		—		64		—		9,693		31
Total	$	40,564	$	508	$	1,573	$	4	$	42,649	$	567

Summary Of Information On Impaired Loans

	December 31, 2017										Year Ended December 31, 2017
(In millions)	Unpaid principal balance		Recorded investment				Total recorded investment		Related allowance		Average recorded investment		Interest income recognized
			with no allowance		with allowance
Commercial:
Commercial and industrial	$	293	$	80	$	142	$	222	$	24	$	289	$	6
Owner-occupied	120		79		23		102		2		97		6
Municipal	1		1		—		1		—		1		—
Total commercial	414		160		165		325		26		387		12
Commercial real estate:
Construction and land development	8		4		2		6		—		8		—
Term	56		36		12		48		—		49		12
Total commercial real estate	64		40		14		54		—		57		12
Consumer:
Home equity credit line	25		13		9		22		—		21		1
1-4 family residential	67		28		29		57		4		52		1
Construction and other consumer real estate	2		1		1		2		—		2		—
Other	1		1		—		1		—		1		1
Total consumer loans	95		43		39		82		4		76		3
Total	$	573	$	243	$	218	$	461	$	30	$	520	$	27

	December 31, 2016										Year Ended December 31, 2016
(In millions)	Unpaid principal balance		Recorded investment				Total recorded investment		Related allowance		Average recorded investment		Interest income recognized
			with no allowance		with allowance
Commercial:
Commercial and industrial	$	470	$	82	$	311	$	393	$	52	$	333	$	5
Owner-occupied	115		71		30		101		3		99		9
Municipal	1		1		—		1		—		1		—
Total commercial	586		154		341		495		55		433		14
Commercial real estate:
Construction and land development	22		7		6		13		—		11		2
Term	92		53		17		70		2		76		13
Total commercial real estate	114		60		23		83		2		87		15
Consumer:
Home equity credit line	24		16		7		23		—		22		1
1-4 family residential	59		27		28		55		6		57		2
Construction and other consumer real estate	3		1		2		3		—		2		—
Other	2		1		—		1		—		2		—
Total consumer loans	88		45		37		82		6		83		3
Total	$	788	$	259	$	401	$	660	$	63	$	603	$	32

Summary Of Selected Information On TDRs That Includes Recorded Investment On An Accruing And Nonaccruing Basis By Loan Class And Modification Type

	December 31, 2017
	Recorded investment resulting from the following modification types:
(In millions)	Interest rate below market		Maturity or term extension		Principal forgiveness		Payment deferral		Other1		Multiple modification types2		Total
Accruing
Commercial:
Commercial and industrial	$	—	$	2	$	—	$	—	$	12	$	33	$	47
Owner-occupied	1		1		—		—		7		14		23
Total commercial	1		3		—		—		19		47		70
Commercial real estate:
Construction and land development	—		—		—		—		—		2		2
Term	6		—		—		1		—		7		14
Total commercial real estate	6		—		—		1		—		9		16
Consumer:
Home equity credit line	—		2		9		—		1		3		15
1-4 family residential	1		—		6		1		2		26		36
Construction and other consumer real estate	—		1		—		—		—		1		2
Total consumer loans	1		3		15		1		3		30		53
Total accruing	8		6		15		2		22		86		139
Nonaccruing
Commercial:
Commercial and industrial	—		3		5		2		28		24		62
Owner-occupied	1		2		—		1		1		5		10
Municipal	—		1		—		—		—		—		1
Total commercial	1		6		5		3		29		29		73
Commercial real estate:
Construction and land development	—		—		—		—		—		—		—
Term	2		—		—		—		—		3		5
Total commercial real estate	2		—		—		—		—		3		5
Consumer:
Home equity credit line	—		—		1		—		—		—		1
1-4 family residential	—		—		2		—		1		5		8
Construction and other consumer real estate	—		—		—		—		—		—		—
Total consumer loans	—		—		3		—		1		5		9
Total nonaccruing	3		6		8		3		30		37		87
Total	$	11	$	12	$	23	$	5	$	52	$	123	$	226

¹  Includes TDRs that resulted from other modification types including, but not limited to, a legal judgment awarded on different terms, a bankruptcy plan confirmed on different terms, a settlement that includes the delivery of collateral in exchange for debt reduction, etc.

²  Includes TDRs that resulted from a combination of any of the previous modification types.

	December 31, 2016
	Recorded investment resulting from the following modification types:
(In millions)	Interest rate below market		Maturity or term extension		Principal forgiveness		Payment deferral		Other1		Multiple modification types2		Total
Accruing
Commercial:
Commercial and industrial	$	—	$	19	$	—	$	—	$	—	$	28	$	47
Owner-occupied	3		—		1		—		8		10		22
Total commercial	3		19		1		—		8		38		69
Commercial real estate:
Construction and land development	—		4		—		—		—		4		8
Term	4		—		—		1		2		10		17
Total commercial real estate	4		4		—		1		2		14		25
Consumer:
Home equity credit line	—		1		10		—		—		3		14
1-4 family residential	3		1		6		—		2		30		42
Construction and other consumer real estate	—		—		—		—		—		1		1
Total consumer loans	3		2		16		—		2		34		57
Total accruing	10		25		17		1		12		86		151
Nonaccruing
Commercial:
Commercial and industrial	1		—		—		1		33		25		60
Owner-occupied	—		1		—		3		1		12		17
Municipal	—		1		—		—		—		—		1
Total commercial	1		2		—		4		34		37		78
Commercial real estate:
Construction and land development	—		—		—		—		2		—		2
Term	2		1		—		—		2		3		8
Total commercial real estate	2		1		—		—		4		3		10
Consumer:
Home equity credit line	—		—		1		—		—		1		2
1-4 family residential	—		—		2		—		1		5		8
Construction and other consumer real estate	—		—		—		2		—		—		2
Total consumer loans	—		—		3		2		1		6		12
Total nonaccruing	3		3		3		6		39		46		100
Total	$	13	$	28	$	20	$	7	$	51	$	132	$	251

¹  Includes TDRs that resulted from other modification types including, but not limited to, a legal judgment awarded on different terms, a bankruptcy plan confirmed on different terms, a settlement that includes the delivery of collateral in exchange for debt reduction, etc.

²  Includes TDRs that resulted from a combination of any of the previous modification types.

Schedule Of Net Financial Impact On Interest Income Due To Interest Rate Modifications Below Market For Accruing TDR Loans

(In millions)	2017			2016
Consumer:
1-4 family residential	$	(1	)	$	(1	)
Total consumer loans	(1		)	(1		)
Total decrease to interest income 1	$	(1	)	$	(1	)

¹  Calculated based on the difference between the modified rate and the premodified rate applied to the recorded investment.

Schedule Of Investment Of Accruing And Nonaccruing Loans Modified As Troubled Debt Restructurings

(In millions)	December 31, 2017						December 31, 2016
	Accruing		Nonaccruing		Total		Accruing		Nonaccruing		Total
Commercial:
Commercial and industrial	$	1	$	3	$	4	$	—	$	—	$	—
Owner-occupied	—		1		1		—		1		1
Total commercial	1		4		5		—		1		1
Consumer:
Construction and other consumer real estate	—		—		—		—		2		2
Total consumer loans	—		—		—		—		2		2
Total	$	1	$	4	$	5	$	—	$	3	$	3

Note: Total loans modified as TDRs during the 12 months previous to December 31, 2017 and 2016 were $94 million and $73 million, respectively.

Schedule Of Outstanding Balances Of All Required Payments And The Related Carrying Amounts For PCI Loans

	December 31,
(In millions)	2017		2016
Commercial	$	25	$	49
Commercial real estate	9		51
Consumer	7		9
Outstanding balance	$	41	$	109
Carrying amount	$	27	$	77
Less ALLL	—		1
Carrying amount, net	$	27	$	76

Schedule Of Changes In The Accretable Yield For PCI Loans

(In millions)	2017			2016
Balance at beginning of year	$	33		$	40
Accretion	(20		)	(24		)
Reclassification from nonaccretable difference	—			11
Disposals and other	1			6
Balance at end of year	$	14		$	33

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Derivative Instruments And Hedging Activities Amount of Derivative Gain/Loss Recognized/Reclassified (Tables)

12 Months Ended

Dec. 31, 2017

Summary of Derivative Instruments [Abstract]

Schedule of Derivative Instruments

	December 31, 2017						December 31, 2016
	Notional amount		Fair value				Notional amount		Fair value
(In millions)			Other assets		Other liabilities				Other assets		Other liabilities
Derivatives designated as hedging instruments
Cash flow hedges:
Interest rate swaps	$	1,138	$	—	$	—	$	1,388	$	2	$	1
Derivatives not designated as hedging instruments
Interest rate swaps	223		1		—		235		2		—
Interest rate swaps for customers 1	4,550		28		33		4,162		49		49
Foreign exchange	913		9		7		424		11		9
Total derivatives not designated as hedging instruments	5,686		38		40		4,821		62		58
Total derivatives	$	6,824	$	38	$	40	$	6,209	$	64	$	59

¹ Notional amounts include both the customer swaps and the offsetting derivative contracts.

Schedule Of Gain (Loss) Of Derivative Instruments

	Year Ended December 31, 2017										Year Ended December 31, 2016
	Amount of derivative gain (loss) recognized/reclassified
(In millions)	OCI			Reclassified from AOCI to interest income		Noninterest income (expense)			Offset to interest expense		OCI		Reclassified from AOCI to interest income		Noninterest income (expense)		Offset to interest expense
Derivatives designated as hedging instruments
Cash flow hedges: 1
Interest rate swaps	$	(8	)	$	4						$	8	$	11
Derivatives not designated as hedging instruments
Interest rate swaps						$	(1	)							$	1
Interest rate swaps for customers						11									14
Foreign exchange						17									11
Total derivatives	$	(8	)	$	4	$	27		$	—	$	8	$	11	$	26	$	—

Note: These schedules are not intended to present at any given time the Company’s long/short position with respect to its derivative contracts.

¹  Amounts recognized in OCI and reclassified from AOCI represent the effective portion of the derivative gain (loss). For the 12 months following December 31, 2017, we estimate that $1 million will be reclassified from AOCI into interest income.

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Goodwill And Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Amortizing Intangible Assets

	Gross carrying amount				Accumulated amortization						Net carrying amount
(In millions)	2017		2016		2017			2016			2017		2016
Core deposit intangibles	$	167	$	167	$	(165	)	$	(159	)	$	2	$	8
Customer relationships and other intangibles	28		28		(28		)	(28		)	—		—
Total	$	195	$	195	$	(193	)	$	(187	)	$	2	$	8

Schedule Of Goodwill

(In millions)	Zions Bank		CB&T		Amegy		Consolidated Company
Balance at December 31, 2015	$	20	$	379	$	615	$	1,014
Impairment losses	—		—		—		—
Balance at December 31, 2016	20		379		615		1,014
Impairment losses	—		—		—		—
Balance at December 31, 2017	$	20	$	379	$	615	$	1,014

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Deposits Deposits (Scheduled Maturities Of Time Deposits) (Tables)

12 Months Ended

Dec. 31, 2017

Deposits (Scheduled Maturities Of All Time Deposits) [Abstract]

Time Deposit Maturities [Table Text Block]

(In millions)
2018	$	2,584
2019	256
2020	132
2021	85
2022	57
Thereafter	1
Total	$	3,115

Time Deposits Denomination of $100,000 and Over [Table Text Block]

(In millions)	December 31, 2017
Three months or less	$	1,023
After three months through six months	485
After six months through twelve months	508
After twelve months	312
Total	$	2,328

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Short-Term Borrowings (Tables)

12 Months Ended

Dec. 31, 2017

Short-term Debt [Line Items]

Summary Of Short-Term Borrowings

(Dollar amounts in millions)	2017			2016			2015
Federal Home Loan Bank advances
Average amount outstanding	$	2,657		$	37		$	—
Average rate	1.13		%	0.59		%	—		%
Highest month-end balance	3,750			750			—
Year-end balance	3,600			500			—
Average rate on outstandings at year-end	1.44		%	0.75		%	—		%
Other short-term borrowings, year-end balances
Federal funds purchased	927			106			111
Security repurchase agreements	354			196			206
Securities sold, not yet purchased	95			25			30
Total Federal Home Loan Bank advances and other short-term borrowings	$	4,976		$	827		$	347

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Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2017

Debt Instrument [Line Items]

Schedule of Maturities of Long-term Debt [Table Text Block]

(In millions)	Consolidated		Parent only
2018	$	—	$	—
2019	1		—
2020	—		—
2021	—		—
2022	—		—
Thereafter	382		382
Total	$	383	$	382

Schedule Of Long-Term Debt

	December 31,
(In millions)	2017		2016
Subordinated notes	$	247	$	246
Senior notes	135		288
Capital lease obligations	1		1
Total	$	383	$	535

Schedule Of Subordinated Notes

(Dollar amounts in millions)	Subordinated notes
Coupon rate	Balance		Par amount		Maturity
5.65%	$	160	$	162	Nov 2023
6.95%	87		88		Sep 2028
Total	$	247	$	250

Schedule Of Senior Medium-Term Notes

(Dollar amounts in millions)	Senior notes
Coupon rate	Balance		Par amount		Maturity
4.50%	$	135	$	136	June 2023

Debt Redemptions and Repurchases

(Dollar amounts in millions)
Note type	Par amount
Trust preferred:
3mL+2.85% (3.38%)	$	51
3mL+1.90% (2.22%)	36
3mL+1.78% (2.29%)	62
3mL+3.15% (3.75%)	8
3mL+2.89% (3.42%)	8
Total trust preferred	165
Senior notes:
3.60%	11
4.00%	89
Total senior notes	100
Total	$	265

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Shareholders' Equity (Tables)

12 Months Ended

Dec. 31, 2017

Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract]

Summary Of Preferred Stock

Preferred stock is summarized as follows:
					Shares at December 31, 2017
(Dollar amounts in millions)	Carrying value at December 31,				Authorized	Outstanding		Dividends payable	Earliest redemption date	Rate following earliest redemption date	Dividends payable after rate change
	2017		2016		(thousands)	(thousands)	Rate
										(when applicable)
Series A	$	67	$	67	140,000	66,139	> of 4.0% or 3mL+0.52%	Qtrly Mar,Jun,Sep,Dec	Dec 15, 2011
Series F	—		144		—	—	7.9%	Qtrly Mar,Jun,Sep,Dec	Jun 15, 2017
Series G	138		138		200,000	138,391	6.3%	Qtrly Mar,Jun,Sep,Dec	Mar 15, 2023	annual float-ing rate = 3mL+4.24%
Series H	126		126		126,221	126,221	5.75%	Qtrly Mar,Jun,Sep,Dec	Jun 15, 2019
Series I	99		99		300,893	98,555	5.8%	Semi-annually Jun,Dec	Jun 15, 2023	annual float-ing rate = 3mL+3.8%	Qtrly Mar,Jun,Sep,Dec
Series J	136		136		195,152	136,368	7.2%	Semi-annually Mar,Sep	Sep 15, 2023	annual float-ing rate = 3mL+4.44%	Qtrly Mar,Jun,Sep,Dec
Total	$	566	$	710

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

										Statement of Income (SI) Balance Sheet (BS)
(In millions)	Amounts reclassified from AOCI 1
Details about AOCI components	2017			2016			2015				Affected line item
Net realized gains (losses) on investment securities	$	—		$	—		$	(139	)	SI	Securities losses, net
Income tax expense (benefit)	—			—			(53		)
	$	—		$	—		$	(86	)
Net unrealized gains on derivative instruments	$	4		$	11		$	9		SI	Interest and fees on loans
Income tax expense	2			4			3
	$	2		$	7		$	6
Amortization of net actuarial loss	$	(7	)	$	(8	)	$	(6	)	SI	Salaries and employee benefits
Income tax benefit	(3		)	(3		)	(2		)
	$	(4	)	$	(5	)	$	(4	)

¹  Negative reclassification amounts indicate decreases to earnings in the statement of income and increases to balance sheet assets. The opposite applies to positive reclassification amounts.

Reclassification out of Accumulated Other Comprehensive Income [Table Text Block]

Changes in AOCI by component are as follows:
(In millions)	Net unrealized gains (losses) on investment securities			Net unrealized gains (losses) on derivatives and other			Pension and post-retirement			Total
2017
Balance at December 31, 2016	$	(92	)	$	1		$	(31	)	$	(122	)
Other comprehensive income (loss) before reclassifications, net of tax	(2		)	(1		)	9			6
Amounts reclassified from AOCI, net of tax	—			(2		)	4			2
Effect of new tax rates from Tax Cuts and Jobs Act of 2017	(20		)	(1		)	(4		)	(25		)
Other comprehensive income (loss)	(22		)	(4		)	9			(17		)
Balance at December 31, 2017	$	(114	)	$	(3	)	$	(22	)	$	(139	)
Income tax expense (benefit) included in other comprehensive income (loss)	$	19		$	(1	)	$	11		$	29
2016
Balance at December 31, 2015	$	(18	)	$	1		$	(38	)	$	(55	)
Other comprehensive income (loss) before reclassifications, net of tax	(74		)	7			2			(65		)
Amounts reclassified from AOCI, net of tax	—			(7		)	5			(2		)
Other comprehensive income (loss)	(74		)	—			7			(67		)
Balance at December 31, 2016	$	(92	)	$	1		$	(31	)	$	(122	)
Income tax expense (benefit) included in other comprehensive income (loss)	$	(45	)	$	—		$	5		$	(40	)

Shareholders' Equity

13. SHAREHOLDERS’ EQUITY

Preferred Stock

Preferred stock is without par value and has a liquidation preference of $1,000 per share, or $25 per depositary share. Except for Series I and J, all preferred shares were issued in the form of depositary shares, with each depositary share representing a 1/40^th ownership interest in a share of the preferred stock. All preferred shares are registered with the SEC.

In general, preferred shareholders may receive asset distributions before common shareholders; however, preferred shareholders have only limited voting rights generally with respect to certain provisions of the preferred stock, the issuance of senior preferred stock, and the election of directors. Preferred stock dividends reduce earnings applicable to common shareholders and are paid on the 15th day of the months indicated in the following schedule. Dividends are approved by the Board of Directors and are subject to regulatory non-objection to a stress test and capital plan submitted to the Federal Reserve pursuant to the annual Horizontal Capital Review, also referred to as Comprehensive Capital Analysis and Review (“HCR/CCAR”) process. Redemption of the preferred stock is at the Company’s option after the expiration of any applicable redemption restrictions. The redemption amount is computed at the per share liquidation preference plus any declared but unpaid dividends. Redemptions are subject to certain regulatory provisions, including the previously noted capital plan non-objection for a submitted capital plan in a given year.

Preferred stock is summarized as follows:
					Shares at December 31, 2017
(Dollar amounts in millions)	Carrying value at December 31,				Authorized	Outstanding		Dividends payable	Earliest redemption date	Rate following earliest redemption date	Dividends payable after rate change
	2017		2016		(thousands)	(thousands)	Rate
										(when applicable)
Series A	$	67	$	67	140,000	66,139	> of 4.0% or 3mL+0.52%	Qtrly Mar,Jun,Sep,Dec	Dec 15, 2011
Series F	—		144		—	—	7.9%	Qtrly Mar,Jun,Sep,Dec	Jun 15, 2017
Series G	138		138		200,000	138,391	6.3%	Qtrly Mar,Jun,Sep,Dec	Mar 15, 2023	annual float-ing rate = 3mL+4.24%
Series H	126		126		126,221	126,221	5.75%	Qtrly Mar,Jun,Sep,Dec	Jun 15, 2019
Series I	99		99		300,893	98,555	5.8%	Semi-annually Jun,Dec	Jun 15, 2023	annual float-ing rate = 3mL+3.8%	Qtrly Mar,Jun,Sep,Dec
Series J	136		136		195,152	136,368	7.2%	Semi-annually Mar,Sep	Sep 15, 2023	annual float-ing rate = 3mL+4.44%	Qtrly Mar,Jun,Sep,Dec
Total	$	566	$	710

Preferred Stock Redemptions

During 2017, we redeemed all outstanding shares of our 7.9% Series F preferred stock for a cash payment of approximately $144 million. The total reduction to net earnings applicable to common shareholders associated with the preferred stock redemption was $2 million due to the accelerated recognition of preferred stock issuance costs.

During 2016, we launched a cash tender offer to purchase up to $120 million par amount of certain outstanding preferred stock. Our preferred stock decreased by $118 million as a result of the tender offer, including the purchase of $26 million of our Series I preferred stock, $59 million of our Series J preferred stock, and $33 million of our Series G preferred stock for an aggregate cash payment of $126 million. The total reduction to net earnings applicable to common shareholders associated with the preferred stock redemption was $10 million. The size and terms of the redemptions in 2017 and 2016 were determined in accordance with the Company’s 2016 and 2015 capital plans. These preferred stock redemptions benefit the Company by decreasing the amount of preferred dividends paid.

Common Stock

The Company’s common stock is traded on the NASDAQ Global Select Market. As of December 31, 2017, there were 198 million shares of no par common stock outstanding.

The Company continued its common stock repurchase program during 2017 and repurchased 7 million shares of common shares outstanding with a fair value of $320 million at an average price of $45.66 per share. During the first quarter of 2018, the Company repurchased an additional 2 million shares of common stock outstanding with a fair value of $115 million at an average price of $53.46 per share, leaving $120 million of repurchase capacity remaining in the 2017 capital plan (which spans the timeframe of July 2017 to June 2018).

During 2016 the Company repurchased 3 million shares of common shares outstanding with a fair value of $90 million at an average price of $31.15 per share.

Common Stock Warrants

As of December 31, 2017, 29.3 million common stock warrants with an exercise price of $35.37 were outstanding. These warrants expire on May 22, 2020. In addition, as of December 31, 2017, 5.8 million common stock warrants with an exercise price of $36.27 per share were outstanding. These warrants expire on November 14, 2018 and were associated with the preferred stock issued under the Troubled Asset Relief Program which was redeemed in 2012.

Between January 1, 2018 and February 20, 2018, 1.0 million shares of common stock were issued from the cashless exercise of 3.2 million common stock warrants which expire on November 14, 2018. After these common stock warrant exercises, 29.3 million and 2.6 million common stock warrants, which expire on May 22, 2020 and November 14, 2018, respectively, remain outstanding.

Accumulated Other Comprehensive Income

During 2017, $25 million was reclassified from AOCI to retained earnings as a result of the decreased corporate income tax rate from the Tax Cuts and Jobs Act of 2017.

Changes in AOCI by component are as follows:
(In millions)	Net unrealized gains (losses) on investment securities			Net unrealized gains (losses) on derivatives and other			Pension and post-retirement			Total
2017
Balance at December 31, 2016	$	(92	)	$	1		$	(31	)	$	(122	)
Other comprehensive income (loss) before reclassifications, net of tax	(2		)	(1		)	9			6
Amounts reclassified from AOCI, net of tax	—			(2		)	4			2
Effect of new tax rates from Tax Cuts and Jobs Act of 2017	(20		)	(1		)	(4		)	(25		)
Other comprehensive income (loss)	(22		)	(4		)	9			(17		)
Balance at December 31, 2017	$	(114	)	$	(3	)	$	(22	)	$	(139	)
Income tax expense (benefit) included in other comprehensive income (loss)	$	19		$	(1	)	$	11		$	29
2016
Balance at December 31, 2015	$	(18	)	$	1		$	(38	)	$	(55	)
Other comprehensive income (loss) before reclassifications, net of tax	(74		)	7			2			(65		)
Amounts reclassified from AOCI, net of tax	—			(7		)	5			(2		)
Other comprehensive income (loss)	(74		)	—			7			(67		)
Balance at December 31, 2016	$	(92	)	$	1		$	(31	)	$	(122	)
Income tax expense (benefit) included in other comprehensive income (loss)	$	(45	)	$	—		$	5		$	(40	)

										Statement of Income (SI) Balance Sheet (BS)
(In millions)	Amounts reclassified from AOCI 1
Details about AOCI components	2017			2016			2015				Affected line item
Net realized gains (losses) on investment securities	$	—		$	—		$	(139	)	SI	Securities losses, net
Income tax expense (benefit)	—			—			(53		)
	$	—		$	—		$	(86	)
Net unrealized gains on derivative instruments	$	4		$	11		$	9		SI	Interest and fees on loans
Income tax expense	2			4			3
	$	2		$	7		$	6
Amortization of net actuarial loss	$	(7	)	$	(8	)	$	(6	)	SI	Salaries and employee benefits
Income tax benefit	(3		)	(3		)	(2		)
	$	(4	)	$	(5	)	$	(4	)

¹  Negative reclassification amounts indicate decreases to earnings in the statement of income and increases to balance sheet assets. The opposite applies to positive reclassification amounts.

Deferred Compensation

Deferred compensation consists of invested assets, including the Company’s common stock, which are held in rabbi trusts for certain employees and directors. At both December 31, 2017 and 2016, the cost of the common stock included in retained earnings was approximately $14 million. We consolidate the fair value trust invested assets along with the total obligations and include them in other assets and other liabilities, respectively, in the balance sheet. At December 31, 2017 and 2016, total invested assets were approximately $102 million and $91 million and total obligations were approximately $116 million and $105 million, respectively.

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Regulatory Matters (Tables)

12 Months Ended

Dec. 31, 2017

Regulatory Capital Requirements [Abstract]

Summary Of Actual Capital Amounts And Ratios For The Company And Its Three Largest Subsidiary Banks

(Dollar amounts in millions)	December 31, 2017				To be well-capitalized
	Amount		Ratio		Amount		Ratio
Transitional Basis Basel III Regulatory Capital Rules
Total capital (to risk-weighted assets)
The Company	$	7,628	14.8	%	$	5,146	10.0	%
ZB, National Association	7,306		14.2		5,130		10.0
Tier 1 capital (to risk-weighted assets)
The Company	6,805		13.2		4,116		8.0
ZB, National Association	6,730		13.1		4,104		8.0
Common equity tier 1 capital (to risk-weighted assets)
The Company	6,239		12.1		3,345		6.5
ZB, National Association	5,899		11.5		3,334		6.5
Tier 1 capital (to average assets)
The Company	6,805		10.5		na		na 1
ZB, National Association	6,730		10.4		3,227		5.0

	December 31, 2016				To be well-capitalized
(Dollar amounts in millions)	Amount		Ratio		Amount		Ratio
Transitional Basis Basel III Regulatory Capital Rules
Total capital (to risk-weighted assets)
The Company	$	7,609	15.2	%	$	4,994	10.0	%
ZB, National Association	7,278		14.6		4,983		10.0
Tier 1 capital (to risk-weighted assets)
The Company	6,738		13.5		3,995		8.0
ZB, National Association	6,655		13.4		3,986		8.0
Common equity tier 1 capital (to risk-weighted assets)
The Company	6,028		12.1		3,246		6.5
ZB, National Association	5,824		11.7		3,239		6.5
Tier 1 capital (to average assets)
The Company	6,738		11.1		na		na 1
ZB, National Association	6,655		11.0		3,027		5.0

¹  There is no Tier 1 leverage ratio component in the definition of a well-capitalized bank holding company.

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Commitments, Guarantees, Contingent Liabilities, and Related Parties Operating Leases, Future Aggregate Minimum Rental Payments (Tables)
$ in Millions

12 Months Ended

Dec. 31, 2017

USD ($)

Operating Leased Assets [Line Items]

Summary of Unfunded Commitments and Redemption [Table Text Block]

	December 31,
(In millions)	2017		2016
Net unfunded commitments to extend credit 1	$	19,583	$	18,274
Standby letters of credit:
Financial	721		771
Performance	196		196
Commercial letters of credit	31		60
Total unfunded lending commitments	$	20,531	$	19,301

Operating Leases, Future Minimum Payments Due

$ 245

Operating Leases, Future Minimum Payments Due, Next Twelve Months

40

Operating Leases, Future Minimum Payments, Due in Two Years

39

Operating Leases, Future Minimum Payments, Due in Three Years

36

Operating Leases, Future Minimum Payments, Due in Four Years

29

Operating Leases, Future Minimum Payments, Due in Five Years

25

Operating Leases, Future Minimum Payments, Due Thereafter

$ 76

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Retirement Plans (Tables)

12 Months Ended

Dec. 31, 2017

Defined Benefit Plan [Abstract]

Retirement Plans, Unfunded Commitments and Redemption [Table Text Block]

Investment	Unfunded commitments (in millions, approximately)		Redemption
			Frequency	Notice period
Pooled separate accounts	na		Daily	< $1 million, 1 day >= $1 million, 3 days
Limited partnerships	$	1	Investments in these limited partnerships are illiquid and voluntary withdrawal is prohibited.

Schedule Of Amounts In Accumulated Other Comprehensive Income (Loss) Expected To Be Recognized As An Expense Component Of Net Periodic Benefit Cost For The Plans

(In millions)	Pension			Supplemental Retirement		Postretirement
Net loss	$	(2	)	$	—	$	—

Schedule Of Weighted Average Assumptions Based On The Pension Plan

	2017		2016		2015
Used to determine benefit obligation at year-end:
Discount rate	3.50	%	4.10	%	4.20	%
Used to determine net periodic benefit cost for the years ended December 31:
Discount rate	4.10		4.20		3.95
Expected long-term return on plan assets	7.25		7.50		7.50

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Retirement Plans Weighted average assumptions on pension plan (Tables)

12 Months Ended

Dec. 31, 2017

Weighted average assumptions on pension plan [Abstract]

Schedule Of Weighted Average Assumptions Based On The Pension Plan

	2017		2016		2015
Used to determine benefit obligation at year-end:
Discount rate	3.50	%	4.10	%	4.20	%
Used to determine net periodic benefit cost for the years ended December 31:
Discount rate	4.10		4.20		3.95
Expected long-term return on plan assets	7.25		7.50		7.50

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Share-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2017

Share-based Compensation [Abstract]

Compensation Expense And Related Tax Benefit For All Share-Based Awards

(In millions)	2017		2016		2015
Compensation expense	$	25	$	26	$	25
Reduction of income tax expense	19		9		8

Summary Of Stock Option Activity

	Number of shares		Weighted average exercise price
Balance at December 31, 2014	5,630,502		$	31.60
Granted	740,300		29.01
Exercised	(1,165,287	)	25.11
Expired	(1,322,067	)	48.44
Forfeited	(79,353	)	28.09
Balance at December 31, 2015	3,804,095		27.30
Granted	789,651		21.25
Exercised	(1,055,532	)	23.75
Expired	(56,297	)	61.60
Forfeited	(44,007	)	27.66
Balance at December 31, 2016	3,437,910		26.44
Granted	195,882		44.18
Exercised	(941,761	)	26.03
Expired	(58,257	)	66.20
Forfeited	(73,203	)	25.63
Balance at December 31, 2017	2,560,571		27.06
Outstanding stock options exercisable as of:
December 31, 2017	1,648,367		$	26.55
December 31, 2016	1,892,136		27.60
December 31, 2015	2,187,259		26.35

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2017

Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items]

Schedule Of Income Taxes (Benefit)

(In millions)	2017		2016			2015
Federal:
Current	$	166	$	217		$	158
Deferred	146		(4		)	(32		)
Total Federal	312		213			126
State:
Current	24		27			14
Deferred	8		(4		)	2
Total State	32		23			16
Total	$	344	$	236		$	142

Schedule Of Statutory Federal Income Tax Rate Reconciles To Actual Income Tax Expense (Benefit)

(In millions)	2017			2016			2015
Income tax expense at statutory federal rate	$	327		$	247		$	158
State income taxes including credits, net	21			15			10
Other nondeductible expenses	3			3			3
Nontaxable income	(33		)	(25		)	(20		)
Share-based compensation	(8		)	—			—
Tax credits and other taxes	1			(2		)	(3		)
Tax Cuts and Jobs Act of 2017	47			—			—
Other	(14		)	(2		)	(6		)
Total	$	344		$	236		$	142

Schedule Of Tax Effects Of Deferred Tax Assets And Deferred Tax Liabilities

(In millions)	December 31,
	2017			2016
Gross deferred tax assets:
Book loan loss deduction in excess of tax	$	143		$	241
Pension and postretirement	8			19
Deferred compensation	48			87
Security investments and derivative fair value adjustments	40			57
Net operating losses, capital losses and tax credits	2			5
FDIC-supported transactions	2			5
Other	34			46
	277			460
Valuation allowance	(2		)	(4		)
Total deferred tax assets	275			456
Gross deferred tax liabilities:
Core deposits and purchase accounting	—			(1		)
Premises and equipment, due to differences in depreciation	(51		)	(8		)
Federal Home Loan Bank stock dividends	(3		)	(4		)
Leasing operations	(52		)	(75		)
Prepaid expenses	(5		)	(7		)
Prepaid pension reserves	(11		)	(17		)
Mortgage servicing	(7		)	(10		)
Subordinated debt modification	(9		)	(31		)
Deferred loan fees	(23		)	(25		)
Equity investments	(21		)	(28		)
Total deferred tax liabilities	(182		)	(206		)
Net deferred tax assets	$	93		$	250

Schedule Of Reconciliation Of Gross Unrecognized Tax Benefits

(In millions)	2017		2016			2015
Balance at beginning of year	$	4	$	5		$	3
Tax positions related to current year:
Additions	1		1			1
Reductions	—		—			—
Tax positions related to prior years:
Additions	1		1			1
Reductions	—		—			—
Settlements with taxing authorities	—		—			—
Lapses in statutes of limitations	—		(3		)	—
Balance at end of year	$	6	$	4		$	5

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Operating Segment Information Operating Segment Information (Tables)

12 Months Ended

Dec. 31, 2017

Operating Segment Information [Abstract]

Schedule of Segment Reporting Information, by Segment

(In millions)	Zions Bank									Amegy									CB&T
	2017			2016			2015			2017			2016			2015			2017			2016			2015
SELECTED INCOME STATEMENT DATA
Net interest income	$	650		$	624		$	544		$	483		$	460		$	387		$	476		$	434		$	377
Provision for loan losses	19			(22		)	(28		)	25			163			91			(5		)	(9		)	(4		)
Net interest income after provision for loan losses	631			646			572			458			297			296			481			443			381
Noninterest income	151			149			133			118			123			121			75			67			63
Noninterest expense	436			424			430			336			326			373			299			290			294
Income before income taxes	$	346		$	371		$	275		$	240		$	94		$	44		$	257		$	220		$	150
SELECTED AVERAGE BALANCE SHEET DATA
Total average loans	$	12,481		$	12,538		$	12,118		$	11,021		$	10,595		$	10,148		$	9,539		$	9,211		$	8,556
Total average deposits	15,986			15,991			15,688			11,096			11,130			11,495			11,030			10,827			10,063
(In millions)	NBAZ									NSB									Vectra
	2017			2016			2015			2017			2016			2015			2017			2016			2015
SELECTED INCOME STATEMENT DATA
Net interest income	$	206		$	190		$	152		$	134		$	122		$	94		$	126		$	120		$	101
Provision for loan losses	(8		)	(3		)	8			(11		)	(28		)	(28		)	1			(8		)	5
Net interest income after provision for loan losses	214			193			144			145			150			122			125			128			96
Noninterest income	40			40			36			40			39			36			25			23			21
Noninterest expense	148			144			133			139			137			131			101			97			98
Income before income taxes	$	106		$	89		$	47		$	46		$	52		$	27		$	49		$	54		$	19
SELECTED AVERAGE BALANCE SHEET DATA
Total average loans	$	4,267		$	4,086		$	3,811		$	2,357		$	2,284		$	2,344		$	2,644		$	2,469		$	2,400
Total average deposits	4,762			4,576			4,311			4,254			4,137			3,891			2,756			2,720			2,792
(In millions)	TCBW									Other									Consolidated Company
	2017			2016			2015			2017			2016			2015			2017			2016			2015
SELECTED INCOME STATEMENT DATA
Net interest income	$	46		$	38		$	28		$	(56	)	$	(121	)	$	32		$	2,065		$	1,867		$	1,715
Provision for loan losses	2			—			(3		)	1			—			(1		)	24			93			40
Net interest income after provision for loan losses	44			38			31			(57		)	(121		)	33			2,041			1,774			1,675
Noninterest income	5			5			4			90			70			(57		)	544			516			357
Noninterest expense	20			19			17			170			148			105			1,649			1,585			1,581
Income (loss) before income taxes	$	29		$	24		$	18		$	(137	)	$	(199	)	$	(129	)	$	936		$	705		$	451
SELECTED AVERAGE BALANCE SHEET DATA
Total average loans	$	926		$	791		$	707		$	266		$	88		$	87		$	43,501		$	42,062		$	40,171
Total average deposits	1,107			1,007			879			1,209			207			(481		)	52,200			50,595			48,638

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Parent Company Financial Information (Tables)

12 Months Ended

Dec. 31, 2017

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Quarterly Financial Information [Table Text Block]

(In millions, except per share amounts)	Quarters
	First			Second			Third			Fourth			Year
2017
Gross interest income	$	515		$	558		$	557		$	562		$	2,192
Net interest income	489			528			522			526			2,065
Provision for loan losses	23			7			5			(11		)	24
Noninterest income	132			132			140			140			544
Noninterest expense	414			405			413			417			1,649
Income before income taxes	184			248			244			260			936
Net income	139			168			161			124			592
Preferred stock dividends	(10		)	(12		)	(8		)	(10		)	(40		)
Preferred stock redemption	—			(2		)	—			—			(2		)
Net earnings applicable to common shareholders	129			154			153			114			550
Net earnings per common share:
Basic	0.63			0.76			0.75			0.57			2.71
Diluted	0.61			0.73			0.72			0.54			2.60
2016
Gross interest income	$	475		$	487		$	491		$	501		$	1,954
Net interest income	453			465			469			480			1,867
Provision for loan losses	42			35			19			(3		)	93
Noninterest income	117			126			145			128			516
Noninterest expense	396			382			403			404			1,585
Income before income taxes	132			174			192			207			705
Net income	91			114			127			137			469
Preferred stock dividends	(12		)	(14		)	(10		)	(12		)	(48		)
Preferred stock redemption	—			(10		)	—			—			(10		)
Net earnings applicable to common shareholders	79			90			117			125			411
Net earnings per common share:
Basic	0.38			0.44			0.57			0.61			2.00
Diluted	0.38			0.44			0.57			0.60			1.99

Condensed Balance Sheets

(In millions)	December 31,
	2017			2016
ASSETS
Cash and due from banks	$	—		$	2
Interest-bearing deposits	332			529
Investment securities:
Available-for-sale, at fair value	30			40
Other noninterest-bearing investments	36			29
Investments in subsidiaries:
Commercial bank	7,620			7,570
Other subsidiaries	41			6
Other assets	32			81
Total assets	$	8,091		$	8,257
LIABILITIES AND SHAREHOLDERS’ EQUITY
Other liabilities	$	30		$	89
Long-term debt:
Due to others	382			534
Total liabilities	412			623
Shareholders’ equity:
Preferred stock	566			710
Common stock	4,445			4,725
Retained earnings	2,807			2,321
Accumulated other comprehensive income (loss)	(139		)	(122		)
Total shareholders’ equity	7,679			7,634
Total liabilities and shareholders’ equity	$	8,091		$	8,257

Condensed Statements Of Income

(In millions)	Year Ended December 31,
	2017			2016			2015
Interest income:
Commercial bank	$	—		$	1		$	1
Other loans and securities	1			2			3
Total interest income	1			3			4
Interest expense:
Affiliated trusts	—			3			4
Other borrowed funds	25			34			64
Total interest expense	25			37			68
Net interest loss	(24		)	(34		)	(64		)
Other income:
Dividends from consolidated subsidiaries:
Commercial bank	587			263			234
Securities gains, net	—			—			37
Other income	7			4			13
Total other income	594			267			284
Expenses:
Salaries and employee benefits	24			23			25
Other operating expenses	8			(14		)	10
Total expenses	32			9			35
Income before income taxes and undistributed income of consolidated subsidiaries	538			224			185
Income tax benefit	(42		)	(19		)	(27		)
Income before equity in undistributed income of consolidated subsidiaries	580			243			212
Equity in undistributed income (loss) of consolidated subsidiaries:
Commercial bank	12			230			108
Other subsidiaries	—			(4		)	(11		)
Net income	592			469			309
Preferred stock dividends	(40		)	(48		)	(62		)
Preferred stock redemption	(2		)	(10		)	—
Net earnings applicable to common shareholders	$	550		$	411		$	247

Condensed Statements Of Cash Flows

(In millions)	Year Ended December 31,
	2017			2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	592		$	469		$	309
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed income of consolidated subsidiaries	(12		)	(226		)	(97		)
Other, net	(56		)	(31		)	78
Net cash provided by operating activities	524			212			290
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in money market investments	196			347			132
Collection of advances to subsidiaries	—			—			56
Advances to subsidiaries	—			—			(41		)
Proceeds from sales and maturities of investment securities	20			4			125
Purchases of investment securities	—			—			(47		)
Decrease of investment in subsidiaries	—			—			15
Other, net	2			7			4
Net cash provided by investing activities	218			358			244
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of long-term debt	(164		)	(280		)	(271		)
Proceeds from issuance of common stock	25			25			22
Cash paid for preferred stock redemptions	(144		)	(126		)	(176		)
Company common stock repurchased	(332		)	(97		)	(7		)
Dividends paid on preferred stock	(40		)	(50		)	(63		)
Dividends paid on common stock	(89		)	(58		)	(45		)
Net cash used in financing activities	(744		)	(586		)	(540		)
Net decrease in cash and due from banks	(2		)	(16		)	(6		)
Cash and due from banks at beginning of year	2			18			24
Cash and due from banks at end of year	$	—		$	2		$	18

XML

Summary Of Significant Accounting Policies (Details) $ in Millions		12 Months Ended
	Dec. 31, 2017 USD ($) States	Dec. 31, 2017 USD ($) States	Dec. 31, 2016
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number of States in which Entity Operates | States	11	11
Security resell agreements maturity days	30
Customer Securities for which Entity has Right to Sell or Repledge, Fair Value	$ 287	$ 287
Security resell agreements maximum amount, outstanding	$ 1,800	$ 1,800
Percentage of acquired assets and all assumed liabilities recognized in business combination	100.00%
Estimated useful lives of core deposit assets and other intangibles (in years)	12 years
Number of variable interest entities consolidated	0	0	0
Security resell agreements average amount		$ 360
Minimum [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated useful lives of properties, Minimum (in years)	25 years
Minimum [Member] | Furniture And Equipment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated useful lives of properties, Minimum (in years)	3 years
Minimum [Member] | Software License Arrangement [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated useful lives of properties, Minimum (in years)	3 years
Maximum [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated useful lives of properties, Minimum (in years)	40 years
Maximum [Member] | Furniture And Equipment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated useful lives of properties, Minimum (in years)	10 years
Maximum [Member] | Software License Arrangement [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Estimated useful lives of properties, Minimum (in years)	10 years

XML

Fair Value (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Derivatives, Fair Value [Line Items]
Other noninterest-bearing investments valued under the cost method	$ 10,000,000	$ 13,000,000
Fair value of AFS securities	15,161,000,000	13,372,000,000
Net gains on sale of OREO properties	(1,000,000)	(2,000,000)	$ (1,000,000)
Principal amount of other real estate owned property sold	6,000,000	13,000,000
Federal Home Loan Bank Stock and Federal Reserve Bank Stock	338,000,000	211,000,000
Equity Method Investments, Fair Value Disclosure	36,000,000	38,000,000
OREO Properties [Member]
Derivatives, Fair Value [Line Items]
Net gains on sale of OREO properties	2,000,000	4,000,000
Level 2 [Member]
Derivatives, Fair Value [Line Items]
Fair value of AFS securities	15,065,000,000	13,188,000,000
Fair Value, Inputs, Level 3 [Member]
Derivatives, Fair Value [Line Items]
Fair value of AFS securities	0	$ 0
Third Party Pricing Service [Member] | Level 2 [Member]
Derivatives, Fair Value [Line Items]
Fair value of AFS securities	$ 0.92

XML

Fair Value (Schedule Of Assets And Liabilities Measured At Fair Value By Class On A Recurring Basis) (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investment securities	$ 15,161	$ 13,372
Trading account, at fair value	148	115
Total assets	16,069	14,250
Securities sold, not yet purchased	95	25
Financial and Nonfinancial Liabilities, Fair Value Disclosure	237	175
Mutual Funds And Other [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investment securities	72	185
Bank-owned life insurance [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other noninterest-bearing investments	507	497
Private Equity [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other noninterest-bearing investments	95	91
Interest-Only-Strip [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other assets	18	20
Warranty, Rights and Obligations, Fair Value Option [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other assets	102	91
Other liabilities	102	91
Available-for-sale Securities [Member] | U.S. Treasury, Agencies And Corporations [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investment securities	13,731	12,009
Available-for-sale Securities [Member] | Municipal Securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investment securities	1,334	1,154
Asset-Backed Securities [Member] | Other [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investment securities	24	24
Derivatives [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other assets	38	64
Other liabilities	40
Derivatives [Member] | Interest Rate Related And Other [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other assets	1	4
Other liabilities		1
Derivatives [Member] | Interest Rate Swaps For Customers [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other assets	28	49
Other liabilities	33	49
Derivatives [Member] | Foreign Currency Exchange Contracts [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other assets	9	11
Other liabilities	7	9
Derivatives [Member] | Total Return Swap [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other liabilities		59
Level 1 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investment securities	96	184
Other assets		91
Total assets	207	304
Securities sold, not yet purchased	95	25
Financial and Nonfinancial Liabilities, Fair Value Disclosure	204	125
Level 1 [Member] | Mutual Funds And Other [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investment securities	71	184
Level 1 [Member] | Private Equity [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other noninterest-bearing investments		18
Level 1 [Member] | Warranty, Rights and Obligations, Fair Value Option [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other assets	102
Other liabilities	102	91
Level 1 [Member] | Available-for-sale Securities [Member] | U.S. Treasury, Agencies And Corporations [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investment securities	25	0
Level 1 [Member] | Derivatives [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other assets	9	11
Other liabilities	7
Level 1 [Member] | Derivatives [Member] | Foreign Currency Exchange Contracts [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other assets	9	11
Other liabilities	7	9
Level 1 [Member] | Derivatives [Member] | Total Return Swap [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other liabilities		9
Level 2 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investment securities	15,065	13,188
Trading account, at fair value	148	115
Total assets	15,749	13,853
Securities sold, not yet purchased	0	0
Financial and Nonfinancial Liabilities, Fair Value Disclosure	33	50
Level 2 [Member] | Mutual Funds And Other [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investment securities	1	1
Level 2 [Member] | Bank-owned life insurance [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other noninterest-bearing investments	507	497
Level 2 [Member] | Private Equity [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other noninterest-bearing investments
Level 2 [Member] | Available-for-sale Securities [Member] | U.S. Treasury, Agencies And Corporations [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investment securities	13,706	12,009
Level 2 [Member] | Available-for-sale Securities [Member] | Municipal Securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investment securities	1,334	1,154
Level 2 [Member] | Asset-Backed Securities [Member] | Other [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investment securities	24	24
Level 2 [Member] | Derivatives [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other assets	29	53
Other liabilities	33
Level 2 [Member] | Derivatives [Member] | Interest Rate Related And Other [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other assets	1
Other liabilities		1
Level 2 [Member] | Derivatives [Member] | Interest Rate Contract [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other assets		4
Level 2 [Member] | Derivatives [Member] | Interest Rate Swap [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other assets		49
Other liabilities		49
Level 2 [Member] | Derivatives [Member] | Interest Rate Swaps For Customers [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other assets	28
Other liabilities	33
Level 2 [Member] | Derivatives [Member] | Total Return Swap [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other liabilities		50
Fair Value, Inputs, Level 3 [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investment securities	0	0
Total assets	113	93
Securities sold, not yet purchased	0	0
Financial and Nonfinancial Liabilities, Fair Value Disclosure	0	0
Fair Value, Inputs, Level 3 [Member] | Private Equity [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other noninterest-bearing investments	95	73
Fair Value, Inputs, Level 3 [Member] | Interest-Only-Strip [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other assets	18	20
Fair Value, Inputs, Level 3 [Member] | Available-for-sale Securities [Member] | U.S. Treasury, Agencies And Corporations [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investment securities	0	0
Fair Value, Inputs, Level 3 [Member] | Available-for-sale Securities [Member] | Municipal Securities [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investment securities
Fair Value, Inputs, Level 3 [Member] | Asset-Backed Securities [Member] | Other [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Investment securities
Fair Value, Inputs, Level 3 [Member] | Derivatives [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other assets	0	0
Other liabilities	$ 0
Fair Value, Inputs, Level 3 [Member] | Derivatives [Member] | Total Return Swap [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Other liabilities		$ 0

XML

Fair Value (Schedule Of Assets And Liabilities Measured At Fair Value By Class On A Recurring Basis Using Level 3 Inputs) (Details) - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2017

Dec. 31, 2016

Dec. 31, 2015

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Derivative Instruments, Gain (Loss) [Table Text Block]

	Year Ended December 31, 2017										Year Ended December 31, 2016
	Amount of derivative gain (loss) recognized/reclassified
(In millions)	OCI			Reclassified from AOCI to interest income		Noninterest income (expense)			Offset to interest expense		OCI		Reclassified from AOCI to interest income		Noninterest income (expense)		Offset to interest expense
Derivatives designated as hedging instruments
Cash flow hedges: 1
Interest rate swaps	$	(8	)	$	4						$	8	$	11
Derivatives not designated as hedging instruments
Interest rate swaps						$	(1	)							$	1
Interest rate swaps for customers						11									14
Foreign exchange						17									11
Total derivatives	$	(8	)	$	4	$	27		$	—	$	8	$	11	$	26	$	—

Note: These schedules are not intended to present at any given time the Company’s long/short position with respect to its derivative contracts.

¹  Amounts recognized in OCI and reclassified from AOCI represent the effective portion of the derivative gain (loss). For the 12 months following December 31, 2017, we estimate that $1 million will be reclassified from AOCI into interest income.

Total net gains (losses) included in, Other noninterest expense

$ 223

$ 213

$ 225

Servicing Contracts [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Fair value of assets, Beginning balance

20

14

Total net gains (losses) included in, Equity securities gains, net

0

0

Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Noninterest Income

(1)

6

Total net gains (losses) included in, Purchases

0

0

Total net gains (losses) included in, Redemptions and paydowns

1

0

Fair value of assets, Ending balance

18

20

14

Private Equity Investments [Member]

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Fair value of assets, Beginning balance

73

58

Total net gains (losses) included in, Equity securities gains, net

7

6

Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Noninterest Income

0

0

Total net gains (losses) included in, Purchases

20

10

Total net gains (losses) included in, Redemptions and paydowns

5

1

Fair value of assets, Ending balance

$ 95

$ 73

$ 58

XML

Fair Value (Schedule Of Realized Gains (Losses) Using Level 3 Inputs) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Level 3 Equity securities gains (losses), net [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Realized gains (losses) from Level 3 inputs		$ 6
Fixed Income Securities Gains (Losses), Net [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Realized gains (losses) from Level 3 inputs	$ 3

XML

Fair Value (Schedule Of Assets With Fair Value Changes On Nonrecurring Basis) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Principal amount of other real estate owned property sold	$ 6	$ 13
Impaired Loans [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of assets measured on nonrecurring basis	9	52
Gains (losses) from fair value changes	(5)	(36)
Private equity investments, carried at cost [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of assets measured on nonrecurring basis	1	1
Gains (losses) from fair value changes	(1)	(1)
Other Real Estate Owned [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of assets measured on nonrecurring basis	0	1
Gains (losses) from fair value changes	0	(2)
Nonrecurring Fair Value Measurements Asset Totals [Domain]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of assets measured on nonrecurring basis	10	54
Total gains (losses) from fair value changes measured on nonrecurring basis [Domain]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Gains (losses) from fair value changes	(6)	(39)
Level 1 [Member] | Impaired Loans [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of assets measured on nonrecurring basis	0	0
Level 1 [Member] | Private equity investments, carried at cost [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of assets measured on nonrecurring basis	0	0
Level 1 [Member] | Other Real Estate Owned [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of assets measured on nonrecurring basis	0	0
Level 1 [Member] | Nonrecurring Fair Value Measurements Asset Totals [Domain]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of assets measured on nonrecurring basis	0	0
Level 2 [Member] | Impaired Loans [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of assets measured on nonrecurring basis	9	52
Level 2 [Member] | Private equity investments, carried at cost [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of assets measured on nonrecurring basis	0	0
Level 2 [Member] | Other Real Estate Owned [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of assets measured on nonrecurring basis	0	1
Level 2 [Member] | Nonrecurring Fair Value Measurements Asset Totals [Domain]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of assets measured on nonrecurring basis	9	53
Fair Value, Inputs, Level 3 [Member] | Impaired Loans [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of assets measured on nonrecurring basis	0	0
Fair Value, Inputs, Level 3 [Member] | Private equity investments, carried at cost [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of assets measured on nonrecurring basis	1	1
Fair Value, Inputs, Level 3 [Member] | Other Real Estate Owned [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of assets measured on nonrecurring basis	0	0
Fair Value, Inputs, Level 3 [Member] | Nonrecurring Fair Value Measurements Asset Totals [Domain]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value of assets measured on nonrecurring basis	$ 1	$ 1

XML

Fair Value (Schedule Of Carrying Values And Estimated Fair Values Of Financial Instruments) (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Fair Value, Estimate Not Practicable, Financial Statement Captions [Line Items]
Held-to-maturity, fair value	$ 762
Loans and Leases Receivable, Net Amount	44,262	$ 42,082
Time deposits	3,115	2,757
Long-term debt (less fair value hedges)	383	535
Carrying Value [Member]
Fair Value, Estimate Not Practicable, Financial Statement Captions [Line Items]
Loans and Leases Receivable, Net Amount		42,254
Other Short-term Borrowings		500
Long-term debt (less fair value hedges)		535
Estimated Fair Value [Member]
Fair Value, Estimate Not Practicable, Financial Statement Captions [Line Items]
Loans and Leases Receivable, Net Amount		42,111
Time deposits		2,744
Other Short-term Borrowings		500
Long-term debt (less fair value hedges)		552
Fair Value, Inputs, Level 2 [Member] | Carrying Value [Member]
Fair Value, Estimate Not Practicable, Financial Statement Captions [Line Items]
Held-to-maturity Securities	770	868
Time deposits	3,115
Other Short-term Borrowings	3,600
Long-term debt (less fair value hedges)	383
Fair Value, Inputs, Level 2 [Member] | Estimated Fair Value [Member]
Fair Value, Estimate Not Practicable, Financial Statement Captions [Line Items]
Held-to-maturity, fair value	762	$ 850
Time deposits	3,099
Other Short-term Borrowings	3,600
Long-term debt (less fair value hedges)	402
Fair Value, Inputs, Level 3 [Member] | Carrying Value [Member]
Fair Value, Estimate Not Practicable, Financial Statement Captions [Line Items]
Loans and Leases Receivable, Net Amount	44,306
Fair Value, Inputs, Level 3 [Member] | Estimated Fair Value [Member]
Fair Value, Estimate Not Practicable, Financial Statement Captions [Line Items]
Loans and Leases Receivable, Net Amount	$ 44,226

XML

Offsetting Assets and Liabilities Cash and Money Market Investments (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Assets [Member] | Federal Funds Sold and Securities Borrowed or Purchased under Agreements to Resell [Member]
Gain (Loss) on Investments [Line Items]
Gross amounts recognized	$ 809	$ 568
Gross amounts offset in the balance sheet	(295)	0
Net amounts presented in the balance sheet	514	568
Gross amounts not offset in the balance sheet	0	0
Cash Collateral Received/Pledged	0	0
Net amount	514	568
Assets [Member] | Derivative Financial Instruments, Assets [Member]
Gain (Loss) on Investments [Line Items]
Gross amounts recognized	38	64
Gross amounts offset in the balance sheet	0	0
Net amounts presented in the balance sheet	38	64
Gross amounts not offset in the balance sheet	(21)	(17)
Cash Collateral Received/Pledged	(1)	0
Net amount	16	47
Assets [Member] | Assets, Total [Member]
Gain (Loss) on Investments [Line Items]
Gross amounts recognized	847	632
Gross amounts offset in the balance sheet	(295)	0
Net amounts presented in the balance sheet	552	632
Gross amounts not offset in the balance sheet	(21)	(17)
Cash Collateral Received/Pledged	(1)	0
Net amount	530	615
Other Liabilities [Member] | Federal Funds Purchased and Securities Sold under Agreements to Repurchase [Member]
Gain (Loss) on Investments [Line Items]
Gross amounts recognized	5,271	827
Gross amounts offset in the balance sheet	(295)	0
Net amounts presented in the balance sheet	4,976	827
Gross amounts not offset in the balance sheet	0	0
Cash Collateral Received/Pledged	0	0
Net amount	4,976	827
Other Liabilities [Member] | Derivative Financial Instruments, Liabilities [Member]
Gain (Loss) on Investments [Line Items]
Gross amounts recognized	40	59
Gross amounts offset in the balance sheet	0	0
Net amounts presented in the balance sheet	40	59
Gross amounts not offset in the balance sheet	(21)	(17)
Cash Collateral Received/Pledged	(6)	(17)
Net amount	13	25
Other Liabilities [Member] | Liabilities, Total [Member]
Gain (Loss) on Investments [Line Items]
Gross amounts recognized	5,311	886
Gross amounts offset in the balance sheet	(295)	0
Net amounts presented in the balance sheet	5,016	886
Gross amounts not offset in the balance sheet	(21)	(17)
Cash Collateral Received/Pledged	(6)	(17)
Net amount	$ 4,989	$ 852

XML

Investment Securities (Narrative) (Details) $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($) Securities	Dec. 31, 2016 USD ($) Securities	Dec. 31, 2015 USD ($)
Investment [Line Items]
Interest on securities	$ 326	$ 204	$ 124
Number of HTM investment securities in an unrealized loss position | Securities	667	642
Number of AFS investment securities in an unrealized loss position | Securities	2,262	2,398
Carrying value of pledged securities	$ 2,100	$ 1,400
Available-for-sale Securities, Amortized Cost Basis	15,313	$ 13,521
Private equity investments prohibited by Volker rule	3
Commitments for Private Equity and Other Noninterest-bearing Investments	31
Private Equity Investments	141
Commitments for Private Equity or Other Non-Interest Bearing Investments Prohibited by the Volcker Rule	$ 4

XML

Investment Securities (Summary Of Investment Securities) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Investment [Line Items]
Held-to-maturity, fair value	$ 762
Available-for-sale debt securities, Amortized cost	15,241	$ 13,337
Available-for-sale debt securities, Gross unrealized gains, Recognized in OCI	29	18
Available-for-sale debt securities, Gross unrealized losses, Recognized in OCI	181	167
Available-for-sale debt securities, Estimated fair value	15,089	13,188
Available-for-sale, at fair value	15,161	13,372
Available-for-sale Securities, Amortized Cost Basis	15,313	13,521
Available-for-sale, Gross unrealized gains, Recognized in OCI	29	18
Available-for-sale, Gross unrealized losses, Recognized in OCI	181	167
amortized cost of investment securities	16,083	14,389
Gross Unrealized Gains of Investment Securities Recognized in OCI	34	23
Gross Unrealized Losses of Investment Securities Recognized in OCI	194	190
Estimated Fair Value of Investment Securities	15,923	14,222
Municipal Securities [Member]
Investment [Line Items]
Held-to-maturity, fair value	762	850
Held-to-maturity, Amortized cost	770	868
Available-for-sale debt securities, Amortized cost	1,336	1,182
Available-for-sale debt securities, Gross unrealized gains, Recognized in OCI	9	1
Available-for-sale debt securities, Gross unrealized losses, Recognized in OCI	11	29
Available-for-sale debt securities, Estimated fair value	1,334	1,154
Held-to-maturity Securities, Unrecognized Holding Gain	5	5
Held-to-maturity Securities, Unrecognized Holding Loss	13	23
US Treasury Securities [Member]
Investment [Line Items]
Available-for-sale debt securities, Amortized cost	25	0
Available-for-sale debt securities, Gross unrealized gains, Recognized in OCI	0	0
Available-for-sale debt securities, Gross unrealized losses, Recognized in OCI	0	0
Available-for-sale debt securities, Estimated fair value	25	0
Available-for-sale, Other debt securities [Member]
Investment [Line Items]
Available-for-sale debt securities, Amortized cost	25	25
Available-for-sale debt securities, Gross unrealized gains, Recognized in OCI	0	0
Available-for-sale debt securities, Gross unrealized losses, Recognized in OCI	1	1
Available-for-sale debt securities, Estimated fair value	24	24
Agency Securities [Member]
Investment [Line Items]
Available-for-sale debt securities, Amortized cost	1,830	1,846
Available-for-sale debt securities, Gross unrealized gains, Recognized in OCI	1	2
Available-for-sale debt securities, Gross unrealized losses, Recognized in OCI	13	9
Available-for-sale debt securities, Estimated fair value	1,818	1,839
Agency Guaranteed Mortgage-Backed Securities [Member]
Investment [Line Items]
Available-for-sale debt securities, Amortized cost	9,798	7,986
Available-for-sale debt securities, Gross unrealized gains, Recognized in OCI	9	7
Available-for-sale debt securities, Gross unrealized losses, Recognized in OCI	141	110
Available-for-sale debt securities, Estimated fair value	9,666	7,883
Small Business Administration Loan-Backed Securities [Member]
Investment [Line Items]
Available-for-sale debt securities, Amortized cost	2,227	2,298
Available-for-sale debt securities, Gross unrealized gains, Recognized in OCI	10	8
Available-for-sale debt securities, Gross unrealized losses, Recognized in OCI	15	18
Available-for-sale debt securities, Estimated fair value	2,222	2,288
Mutual Funds And Stock [Member]
Investment [Line Items]
Available-for-sale, at fair value	72	184
Available-for-sale Securities, Amortized Cost Basis	72	184
Available-for-sale, Gross unrealized gains, Recognized in OCI	0	0
Available-for-sale, Gross unrealized losses, Recognized in OCI	$ 0	$ 0

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Investment Securities (Contractual Maturities Debt Securities) (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Investments [Abstract]
Held-to-maturity Securities, Debt Maturities, Next Rolling Twelve Months, Amortized Cost	$ 180
Held-to-maturity, Due in one year or less, Estimated fair value	90
Held-to-maturity, Due after one year through five years, Estimated fair value	336
Held-to-maturity, Due after five years through ten years, Estimated fair value	230
Held-to-maturity, Due after ten years, Estimated fair value	106
Held-to-maturity, Amortized cost	770
Held-to-maturity, fair value	762
Available-for-sale, Due in one year or less, Amortized cost	2,499
Available-for-sale, Due in one year or less, Estimated fair value	2,054
Held-to-maturity Securities, Debt Maturities, Rolling Year Two Through Five, Amortized Cost	372
Available-for-sale, Due after one year through five years, Amortized cost	5,727
Available-for-sale, Due after one year through five years, Estimated fair value	5,575
Held-to-maturity Securities, Debt Maturities, Rolling Year Six Through Ten, Amortized Cost	159
Available-for-sale, Due after five years through ten years, Amortized cost	4,331
Available-for-sale, Due after five years through ten years, Estimated fair value	4,485
Held-to-maturity Securities, Debt Maturities, Rolling after Ten Years, Amortized Cost	59
Available-for-sale, Due after ten years, Amortized cost	2,684
Available-for-sale, Due after ten years, Estimated fair value	2,975
Available-for-sale, Amortized cost	15,241	$ 13,337
Available-for-sale, Estimated fair value	$ 15,089	$ 13,188

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Investment Securities (Summary Of Amount Of Gross Unrealized Losses For Debt Securities And Estimated Fair Value) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Investment [Line Items]
Available-for-sale, Less than 12 months - Gross unrealized losses	$ 44	$ 142
Available-for-sale, Less than 12 months - Estimated fair value	5,379	9,118
Available-for-sale, 12 months or more - Gross unrealized losses	137	25
Available-for-sale, 12 months or more - Estimated fair value	6,422	1,317
Available-for-sale, Total - Gross unrealized losses	181	167
Available-for-sale, Total - Estimated fair value	11,801	10,435
Investment Securities Gross Unrealized Losses Less Than 12 Months	47	157
Investment Securities Estimated Fair Value Less Than 12 Months	5,642	9,585
Investment Securities Gross Unrealized Losses 12 Months or More	147	33
Investment Securities Estimated Fair Value 12 Months or More	6,714	1,378
Investment Securities Gross Unrealized Losses Total	194	190
Investment Securities Estimated Fair Value Total	12,356	10,963
Municipal Securities [Member]
Investment [Line Items]
Held-to-maturity, Less than 12 months - Gross unrealized losses	3	15
Held-to-maturity, Less than 12 months - Estimated fair value	263	467
Held-to-maturity, 12 months or more - Gross unrealized losses	10	8
Held-to-maturity, 12 months or more - Estimated fair value	292	61
Held-to-maturity, Total - Gross unrealized losses	13	23
Held-to-maturity, Total - Estimated fair value	555	528
Available-for-sale, Less than 12 months - Gross unrealized losses	6	28
Available-for-sale, Less than 12 months - Estimated fair value	554	992
Available-for-sale, 12 months or more - Gross unrealized losses	5	0
Available-for-sale, 12 months or more - Estimated fair value	230	9
Available-for-sale, Total - Gross unrealized losses	11	28
Available-for-sale, Total - Estimated fair value	784	1,001
Available-for-sale, Unrealized losses, Other [Member]
Investment [Line Items]
Available-for-sale, Less than 12 months - Gross unrealized losses	0	0
Available-for-sale, Less than 12 months - Estimated fair value	0	0
Available-for-sale, 12 months or more - Gross unrealized losses	1	2
Available-for-sale, 12 months or more - Estimated fair value	14	14
Available-for-sale, Total - Gross unrealized losses	1	2
Available-for-sale, Total - Estimated fair value	14	14
Agency Securities [Member]
Investment [Line Items]
Available-for-sale, Less than 12 months - Gross unrealized losses	6	9
Available-for-sale, Less than 12 months - Estimated fair value	808	950
Available-for-sale, 12 months or more - Gross unrealized losses	7	0
Available-for-sale, 12 months or more - Estimated fair value	808	127
Available-for-sale, Total - Gross unrealized losses	13	9
Available-for-sale, Total - Estimated fair value	1,616	1,077
Agency Guaranteed Mortgage-Backed Securities [Member]
Investment [Line Items]
Available-for-sale, Less than 12 months - Gross unrealized losses	29	102
Available-for-sale, Less than 12 months - Estimated fair value	3,609	6,649
Available-for-sale, 12 months or more - Gross unrealized losses	112	7
Available-for-sale, 12 months or more - Estimated fair value	4,721	326
Available-for-sale, Total - Gross unrealized losses	141	109
Available-for-sale, Total - Estimated fair value	8,330	6,975
Small Business Administration Loan-Backed Securities [Member]
Investment [Line Items]
Available-for-sale, Less than 12 months - Gross unrealized losses	3	3
Available-for-sale, Less than 12 months - Estimated fair value	408	527
Available-for-sale, 12 months or more - Gross unrealized losses	12	16
Available-for-sale, 12 months or more - Estimated fair value	649	841
Available-for-sale, Total - Gross unrealized losses	15	19
Available-for-sale, Total - Estimated fair value	$ 1,057	$ 1,368

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Investment Securities (Gains And Losses, Including OTTI, Recognized In Statement Of Income) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Investments [Abstract]
Equity securities gains (losses)	$ 14	$ 7	$ 12
Investment securities, Available-for-sale, Gross gains	0	0	9
Other than Temporary Impairment Losses, Investments, Portion Recognized in Earnings, Net, Available-for-sale Securities	0	0	148
Other noninterest-bearing investments, Nonmarketable equity securities, Gross gains	22	21	25
Other noninterest-bearing investments, Nonmarketable equity securities, Gross losses	8	14	13
Total investment securities and other noninterest-bearing investments, Gross gains	22	21	34
Total investment securities and other noninterest-bearing investments, Gross losses	8	14	161
Net losses	14	7	(127)
Fixed income securities gains (losses), net	$ 0	$ 0	$ (139)

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Investment Securities Investment Securities (Tax and Nontaxable Income by Investment Type) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Investment [Line Items]
Interest on securities	$ 326	$ 204	$ 124
Trading Securities [Member]
Investment [Line Items]
Interest on securities	2	3	2
Available-for-sale Securities [Member]
Investment [Line Items]
Interest on securities	301	178	98
Held-to-maturity Securities [Member]
Investment [Line Items]
Interest on securities	23	23	24
Taxable [Member]
Investment [Line Items]
Interest on securities	289	179	110
Taxable [Member] | Trading Securities [Member]
Investment [Line Items]
Interest on securities	2	3	2
Taxable [Member] | Available-for-sale Securities [Member]
Investment [Line Items]
Interest on securities	277	166	95
Taxable [Member] | Held-to-maturity Securities [Member]
Investment [Line Items]
Interest on securities	10	10	13
Nontaxable [Member]
Investment [Line Items]
Interest on securities	37	25	14
Nontaxable [Member] | Trading Securities [Member]
Investment [Line Items]
Interest on securities	0	0	0
Nontaxable [Member] | Available-for-sale Securities [Member]
Investment [Line Items]
Interest on securities	24	12	3
Nontaxable [Member] | Held-to-maturity Securities [Member]
Investment [Line Items]
Interest on securities	$ 13	$ 13	$ 11

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Loans And Allowance For Credit Losses (Narrative) (Details)	12 Months Ended
	Dec. 31, 2017 USD ($) mo Billing_Cycles d Payments	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Subsequent Event [Line Items]
Loans and Leases Receivable, Deferred Income	$ 65,000,000	$ 77,000,000
Current Fiscal Year End Date	--12-31
Financing Receivable, Minimum Number Of Days Past Due for Nonaccrual Status | d	90
Loans and Leases Receivable, Impaired, Commitment to Lend	$ 1,000,000
Financing Receivable, Nonaccrual, Threshold for Evaluation of Impairment	$ 1,000,000
Financing Receivable, Troubled Debt Restructurting, Minimum Number Of Months For Borrower To Meet Terms For TDR Status | mo	6
Total reversal amount to allowance for loan and lease losses due to an increased cash flows from acquired loans	$ 1,000,000
Unfunded Lending Commitments on Troubled Debt Restructuring	22,000,000	14,000,000
Recorded investment in loans modified with favorable interest rates	$ 120,000,000	128,000,000
Financing Receivable, Closed-end Loans, Minimum Number Of Monthly Payments in Arrears When Reported as Past Due | Payments	2
Financing Recevable, Open-end Credit, Number of Billing Cycles in Arrears When Reported as Past Due | Billing_Cycles	2
Financing Receivable, Other, Minimum Number of Days Unpaid When Reported as Past Due | d	30
Owner Occupied And Commercial Real Estate Loans Unamortized Premiums	$ 16,000,000	20,000,000
Land Development Loans	220,000,000	290,000,000
Loans and Leases Receivable, Collateral for Secured Borrowings	25,600,000,000	24,000,000,000
Principle amount of loans held for sale sold	900,000,000	1,400,000,000	$ 1,400,000,000
Payments for Origination and Purchases of Loans Held-for-sale	800,000,000
Additions to Loans Held For Sale		1,400,000,000	1,400,000,000
Principal Balance of Loans Sold, Serviced Loans	2,200,000,000	2,000,000,000
Income From Loans Sold Excluding Servicing			2,000,000,000
Loans and Leases Receivable, Gain (Loss) on Sales, Net	$ 13,000,000
Loans Sold and Serviced		18,000,000	18,000,000
Number Of Days For Consumer Loans To Be Charged Off | d	180
Loans Modified As Troubled Debt Restructurings Loans	$ 94,000,000	73,000,000
Total reversal amount to allowance for loan and lease losses due to increased cash flows from acquired loans		2,000,000	4,000,000
Additional interest income due to increased cash flows from acquired loans	18,000,000	19,000,000	$ 32,000,000
Other Real Estate, Foreclosed Assets, Residential Real Estate	1,000,000	2,000,000
Other Real Estate, In Process of Forecloseing Assets	$ 10,000,000	$ 10,000,000
Commercial Portfolio Segment [Member]
Subsequent Event [Line Items]
Financing Receivable, Subsequent Payment Default Period, Number Of Days | d	90
Consumer Portfolio Segment [Member]
Subsequent Event [Line Items]
Financing Receivable, Subsequent Payment Default Period, Number Of Days | d	60

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Loans And Allowance For Credit Losses (Summary Of Major Portfolio Segment And Specific Loan Class) (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans held for sale	$ 44	$ 172
Commercial and industrial	14,003	13,452
Leasing	364	423
Owner occupied	7,288	6,962
Municipal	1,271	778
Construction and land development	2,021	2,019
Term	9,103	9,322
Loans Receivable, Gross, Commercial, Real Estate	11,124	11,341
Home equity credit line	2,777	2,645
1-4 family residential	6,662	5,891
Construction and other consumer real estate	597	486
Bankcard and other revolving plans	509	481
Other	185	190
Loans and Leases Receivable, Gross	44,780	42,649
Commercial Portfolio Segment [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, before Fees, Gross	22,926	21,615
Consumer Loan [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans and Leases Receivable, before Fees, Gross	$ 10,730	$ 9,693

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Loans And Allowance For Credit Losses (Summary Of Changes In The Allowance For Credit Losses) (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2017	Dec. 31, 2016
Financing Receivable, Allowance for Credit Losses [Line Items]
Current Fiscal Year End Date									--12-31
Allowance for Credit Losses [Roll Forward]
Balance at beginning of period				$ 567				$ 606	$ 567	$ 606
Provision for loan losses	$ (11)	$ 5	$ 7	23	$ (3)	$ 19	$ 35	42	24	93	$ 40
Gross loan and lease charge-offs									(144)	(198)
Recoveries									71	66
Net loan and lease charge-offs									(73)	(132)
Balance at end of period	518				567				518	567	606
Balance at beginning of period				65				75	65	75
Provision charged (credited) to earnings									(7)	(10)	(6)
Balance at end of period	58				65				58	65	75
Allowance for loan losses	518			567	567			606	567	606	606	$ 518	$ 567
Reserve for unfunded lending commitments	58			65	65			75	65	75	75	58	65
Total allowance for credit losses												576	632
Commercial [Member]
Allowance for Credit Losses [Roll Forward]
Balance at beginning of period				420				454	420	454
Provision for loan losses									23	93
Gross loan and lease charge-offs									(118)	(170)
Recoveries									46	43
Net loan and lease charge-offs									(72)	(127)
Balance at end of period	371				420				371	420	454
Balance at beginning of period				54				58	54	58
Provision charged (credited) to earnings									(6)	(4)
Balance at end of period	48				54				48	54	58
Allowance for loan losses	371			420	420			454	420	454	454	371	420
Reserve for unfunded lending commitments	48			54	54			58	54	58	58	48	54
Total allowance for credit losses												419	474
Commercial Real Estate [Member]
Allowance for Credit Losses [Roll Forward]
Balance at beginning of period				116				114	116	114
Provision for loan losses									(18)	0
Gross loan and lease charge-offs									(9)	(12)
Recoveries									14	14
Net loan and lease charge-offs									5	2
Balance at end of period	103				116				103	116	114
Balance at beginning of period				11				16	11	16
Provision charged (credited) to earnings									(1)	(5)
Balance at end of period	10				11				10	11	16
Allowance for loan losses	103			116	116			114	116	114	114	103	116
Reserve for unfunded lending commitments	10			11	11			16	11	16	16	10	11
Total allowance for credit losses												113	127
Consumer [Member]
Allowance for Credit Losses [Roll Forward]
Balance at beginning of period				31				38	31	38
Provision for loan losses									19	0
Gross loan and lease charge-offs									(17)	(16)
Recoveries									11	9
Net loan and lease charge-offs									(6)	(7)
Balance at end of period	44				31				44	31	38
Balance at beginning of period				0				1	0	1
Provision charged (credited) to earnings									0	(1)
Balance at end of period	0				0				0	0	1
Allowance for loan losses	44			31	31			38	31	38	38	44	31
Reserve for unfunded lending commitments	$ 0			$ 0	$ 0			$ 1	$ 0	$ 1	$ 1	0	0
Total allowance for credit losses												$ 44	$ 31

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Loans And Allowance For Credit Losses (Summary Of ALLL And Outstanding Loan Balances According To The Company's Impairment Method) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Financing Receivable, Allowance for Credit Losses [Line Items]
Current Fiscal Year End Date	--12-31
Allowance for loan losses: Individually evaluated for impairment	$ (31)	$ (65)
Allowance for loan losses: Collectively evaluated for impairment	487	502
Allowance for loan losses: Purchased loans with evidence of credit deterioration		0
Financing Receivable, Allowance for Credit Losses	0
Allowance for loan losses: Total	518	567	$ 606
Loans and Leases Receivable, Gross	44,780	42,649
Commercial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Individually evaluated for impairment	(26)	(56)
Allowance for loan losses: Collectively evaluated for impairment	345	364
Financing Receivable, Allowance for Credit Losses	0	0
Allowance for loan losses: Total	371	420	454
Outstanding loan balances: Individually evaluated for impairment		466
Outstanding loan balances: Collectively evaluated for impairment		21,111
Commercial Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Individually evaluated for impairment		(3)
Allowance for loan losses: Collectively evaluated for impairment		113
Outstanding loan balances: Individually evaluated for impairment		78
Outstanding loan balances: Collectively evaluated for impairment		11,231
Loans and Leases Receivable, Gross	11,124	11,341
Commercial Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Individually evaluated for impairment	(1)
Allowance for loan losses: Collectively evaluated for impairment	102
Financing Receivable, Allowance for Credit Losses	0	0
Allowance for loan losses: Total	103	116	114
Loans and Leases Receivable, Gross	2,021	2,019
Consumer [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for loan losses: Individually evaluated for impairment	(4)	(6)
Allowance for loan losses: Collectively evaluated for impairment	40	25
Financing Receivable, Allowance for Credit Losses	0	0
Allowance for loan losses: Total	44	31	$ 38
Outstanding loan balances: Individually evaluated for impairment		75
Outstanding loan balances: Collectively evaluated for impairment		9,611
Loans and Leases Receivable, Gross	185	190
Outstanding Loan Balances [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Outstanding loan balances: Individually evaluated for impairment	459	619
Outstanding loan balances: Collectively evaluated for impairment	44,294	41,953
Loans and Leases Receivable, Gross	44,780	42,649
Financing Receivable, Acquired Deteriorated Credit Quality		77
Certain Loans and Debt Securities Acquired in Transfer, with Related Allowance for Credit Losses Due to Subsequent Impairment	27
Outstanding Loan Balances [Member] | Commercial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Outstanding loan balances: Individually evaluated for impairment	314
Outstanding loan balances: Collectively evaluated for impairment	22,598
Loans and Leases Receivable, Gross	22,926	21,615
Certain Loans and Debt Securities Acquired in Transfer, with Related Allowance for Credit Losses Due to Subsequent Impairment	14	38
Outstanding Loan Balances [Member] | Commercial Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Outstanding loan balances: Individually evaluated for impairment	69
Outstanding loan balances: Collectively evaluated for impairment	11,048
Loans and Leases Receivable, Gross	11,124	11,341
Certain Loans and Debt Securities Acquired in Transfer, with Related Allowance for Credit Losses Due to Subsequent Impairment	7	32
Outstanding Loan Balances [Member] | Consumer [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Outstanding loan balances: Individually evaluated for impairment	76
Outstanding loan balances: Collectively evaluated for impairment	10,648
Loans and Leases Receivable, Gross	10,730	9,693
Certain Loans and Debt Securities Acquired in Transfer, with Related Allowance for Credit Losses Due to Subsequent Impairment	$ 6	$ 7

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Loans And Allowance For Credit Losses (Summary Of Nonaccrual Loans) (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Financing Receivable, Allowance for Credit Losses [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	$ 402	$ 529
loans held for sale [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	12	40
Commercial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	294	443
Commercial Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	40	36
Consumer [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	0	0
Consumer Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	68	50
Commercial And Industrial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	195	354
Leasing [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	8	14
Owner Occupied [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	90	74
Municipal [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	1	1
Construction And Land Development [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	4	7
Term [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	36	29
Home Equity Line of Credit [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	13	11
1-4 Family Residential [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	55	36
Construction And Other Consumer Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	0	2
Bankcard And Other Revolving Plans [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status	$ 0	$ 1

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Loans And Allowance For Credit Losses (Summary Of Past Due Loans (Accruing And Nonaccruing)) (Details) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2017	Dec. 31, 2016
Financing Receivable, Allowance for Credit Losses [Line Items]
Current Fiscal Year End Date		--12-31
Loans Receivable Held-for-sale, Net		$ 44	$ 172
Current		44,497	42,340
30-89 days past due		140	150
90+ days past due		143	159
Total past due		283	309
Loans and Leases Receivable, Gross		44,780	42,649
Accruing loans 90+ days past due		22	36
Nonaccrual loans that are current	[1]	261	381
Financing Receivable, Recorded Investment, Nonaccrual Status		402	529
loans held for sale [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status		12	40
Commercial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Financing Receivable, Recorded Investment, Nonaccrual Status		294	443
Commercial Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current		22,740	21,401
30-89 days past due		90	112
90+ days past due		96	102
Total past due		186	214
Loans and Leases Receivable, Gross		22,926	21,615
Accruing loans 90+ days past due		17	18
Nonaccrual loans that are current		204	345
Commercial Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total past due		7	9
Loans and Leases Receivable, Gross		2,021	2,019
Financing Receivable, Recorded Investment, Nonaccrual Status		40	36
Home Equity Line of Credit [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total past due		14	10
Loans and Leases Receivable, Gross		2,777	2,645
Financing Receivable, Recorded Investment, Nonaccrual Status		13	11
Consumer [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total past due		1	1
Loans and Leases Receivable, Gross		185	190
Financing Receivable, Recorded Investment, Nonaccrual Status		0	0
Commercial And Industrial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total past due		116	146
Loans and Leases Receivable, Gross		14,003	13,452
Financing Receivable, Recorded Investment, Nonaccrual Status		195	354
Leasing [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total past due		1	0
Loans and Leases Receivable, Gross		364	423
Financing Receivable, Recorded Investment, Nonaccrual Status		8	14
Owner Occupied [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total past due		69	68
Loans and Leases Receivable, Gross		7,288	6,962
Financing Receivable, Recorded Investment, Nonaccrual Status		90	74
Municipal [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total past due		0	0
Loans and Leases Receivable, Gross		1,271	778
Financing Receivable, Recorded Investment, Nonaccrual Status		1	1
Term [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total past due		24	31
Loans and Leases Receivable, Gross		9,103	9,322
Financing Receivable, Recorded Investment, Nonaccrual Status		36	29
Commercial Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current		11,093	11,301
30-89 days past due		16	16
90+ days past due		15	24
Total past due		31	40
Loans and Leases Receivable, Gross		11,124	11,341
Accruing loans 90+ days past due		2	13
Nonaccrual loans that are current		25	19
1-4 Family Residential [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total past due		41	34
Loans and Leases Receivable, Gross		6,662	5,891
Financing Receivable, Recorded Investment, Nonaccrual Status		55	36
Construction And Other Consumer Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total past due		7	7
Loans and Leases Receivable, Gross		597	486
Financing Receivable, Recorded Investment, Nonaccrual Status		0	2
Bankcard And Other Revolving Plans [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Total past due		3	3
Loans and Leases Receivable, Gross		509	481
Financing Receivable, Recorded Investment, Nonaccrual Status		0	1
Consumer Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current		10,664	9,638
30-89 days past due		34	22
90+ days past due		32	33
Total past due		66	55
Loans and Leases Receivable, Gross		10,730	9,693
Accruing loans 90+ days past due		3	5
Nonaccrual loans that are current		32	17
Financing Receivable, Recorded Investment, Nonaccrual Status		68	50
Special Mention [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans and Leases Receivable, Gross		660	508
Revolving Credit Facility [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current			478
30-89 days past due			2
90+ days past due			1
Accruing loans 90+ days past due			1
Revolving Credit Facility [Member] | Bankcard And Other Revolving Plans [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current		506
30-89 days past due		2
90+ days past due		1
Accruing loans 90+ days past due		1
Financing Receivable, Recorded Investment, Nonaccrual Status		0	1
loans held for sale [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current		44	172
30-89 days past due		0	0
90+ days past due		0	0
Total past due		0	0
Loans and Leases Receivable, Gross		44	172
Accruing loans 90+ days past due		0	0
Financing Receivable, Recorded Investment, Nonaccrual Status		12	40
Commercial Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current			2,010
30-89 days past due			7
90+ days past due			2
Accruing loans 90+ days past due			1
Commercial Real Estate [Member] | Commercial Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current		2,014
30-89 days past due		3
90+ days past due		4
Accruing loans 90+ days past due		0
Financing Receivable, Recorded Investment, Nonaccrual Status		0	1
Home Equity Line of Credit [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current			2,635
30-89 days past due			4
90+ days past due			6
Accruing loans 90+ days past due			1
Home Equity Line of Credit [Member] | Home Equity Line of Credit [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current		2,763
30-89 days past due		9
90+ days past due		5
Accruing loans 90+ days past due		0
Financing Receivable, Recorded Investment, Nonaccrual Status		5	5
Consumer [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current			189
30-89 days past due			1
90+ days past due			0
Accruing loans 90+ days past due			0
Consumer [Member] | Consumer [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current		184
30-89 days past due		1
90+ days past due		0
Accruing loans 90+ days past due		0
Financing Receivable, Recorded Investment, Nonaccrual Status		0	0
Commercial And Industrial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current			13,306
30-89 days past due			72
90+ days past due			74
Accruing loans 90+ days past due			10
Commercial And Industrial [Member] | Commercial And Industrial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current		13,887
30-89 days past due		60
90+ days past due		56
Accruing loans 90+ days past due		13
Financing Receivable, Recorded Investment, Nonaccrual Status		146	287
Leasing [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current			423
30-89 days past due			0
90+ days past due			0
Accruing loans 90+ days past due			0
Leasing [Member] | Leasing [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current		363
30-89 days past due		1
90+ days past due		0
Accruing loans 90+ days past due		0
Financing Receivable, Recorded Investment, Nonaccrual Status		8	14
Owner Occupied [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current			6,894
30-89 days past due			40
90+ days past due			28
Accruing loans 90+ days past due			8
Owner Occupied [Member] | Owner Occupied [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current		7,219
30-89 days past due		29
90+ days past due		40
Accruing loans 90+ days past due		4
Financing Receivable, Recorded Investment, Nonaccrual Status		49	43
Municipal [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current			778
30-89 days past due			0
90+ days past due			0
Accruing loans 90+ days past due			0
Municipal [Member] | Municipal [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current		1,271
30-89 days past due		0
90+ days past due		0
Accruing loans 90+ days past due		0
Financing Receivable, Recorded Investment, Nonaccrual Status		1	1
Term [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current			9,291
30-89 days past due			9
90+ days past due			22
Accruing loans 90+ days past due			12
Term [Member] | Term [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current		9,079
30-89 days past due		13
90+ days past due		11
Accruing loans 90+ days past due		2
Financing Receivable, Recorded Investment, Nonaccrual Status		25	18
1-4 Family Residential [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current			5,857
30-89 days past due			12
90+ days past due			22
Accruing loans 90+ days past due			0
1-4 Family Residential [Member] | 1-4 Family Residential [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current		6,621
30-89 days past due		16
90+ days past due		25
Accruing loans 90+ days past due		1
Financing Receivable, Recorded Investment, Nonaccrual Status		27	11
Construction And Other Consumer Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current			479
30-89 days past due			3
90+ days past due			4
Accruing loans 90+ days past due			3
Construction And Other Consumer Real Estate [Member] | Construction And Other Consumer Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Current		590
30-89 days past due		6
90+ days past due		1
Accruing loans 90+ days past due		1
Financing Receivable, Recorded Investment, Nonaccrual Status		$ 0	$ 0

[1] Represents nonaccrual loans that are not past due more than 30 days; however, full payment of principal and interest is still not expected.

XML

Loans And Allowance For Credit Losses (Summary Of Outstanding Loan Balances (Accruing And Nonaccruing) Categorized By Credit Quality Indicators) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Financing Receivable, Allowance for Credit Losses [Line Items]
Current Fiscal Year End Date	--12-31
Commercial and industrial	$ 14,003	$ 13,452
Leasing	364	423
Commercial Lending Loans - Owner Occupied	7,288	6,962
Loans and Leases Receivable, Gross, Commercial, Governments	1,271	778
Construction and land development	2,021	2,019
Term	9,103	9,322
Loans Receivable, Gross, Commercial, Real Estate	11,124	11,341
Loans and Leases Receivable, Gross, Consumer, Home Equity	2,777	2,645
1-4 family residential	6,662	5,891
Loans and Leases Receivable, Gross, Consumer, Construction	597	486
Loans and Leases Receivable, Gross, Consumer, Revolving, Credit Card	509	481
Loans and Leases Receivable, Gross, Consumer, Other	185	190
Loans and Leases Receivable, Gross	44,780	42,649
Commercial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Commercial and industrial	14,003	13,452
Leasing	364	423
Commercial Lending Loans - Owner Occupied	7,288	6,962
Loans and Leases Receivable, Gross, Commercial, Governments	1,271	778
Loans and Leases Receivable, before Fees, Gross	22,926	21,615
Construction And Land Development [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Construction and land development	2,021
Commercial Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Construction and land development		2,019
Term	9,103	9,322
Loans Receivable, Gross, Commercial, Real Estate	11,124	11,341
Loans and Leases Receivable, Gross	2,021	2,019
Consumer [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans and Leases Receivable, Gross, Consumer, Home Equity	2,777	2,645
1-4 family residential	6,662	5,891
Loans and Leases Receivable, Gross, Consumer, Construction	597	486
Loans and Leases Receivable, Gross, Consumer, Revolving, Credit Card	509	481
Loans and Leases Receivable, Gross, Consumer, Other	185	190
Loans and Leases Receivable, Gross	185	190
Consumer Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans and Leases Receivable, before Fees, Gross	10,730	9,693
Loans and Leases Receivable, Gross	10,730	9,693
Pass [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans and Leases Receivable, Gross	42,987	40,564
Pass [Member] | Commercial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Commercial and industrial	13,001	12,185
Leasing	342	387
Commercial Lending Loans - Owner Occupied	6,920	6,560
Loans and Leases Receivable, Gross, Commercial, Governments	1,257	765
Loans and Leases Receivable, before Fees, Gross	21,520	19,897
Pass [Member] | Construction And Land Development [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Construction and land development	2,002
Pass [Member] | Commercial Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Construction and land development		1,942
Term	8,816	9,096
Loans Receivable, Gross, Commercial, Real Estate	10,818	11,038
Pass [Member] | Consumer [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans and Leases Receivable, Gross, Consumer, Home Equity	2,759	2,629
1-4 family residential	6,602	5,851
Loans and Leases Receivable, Gross, Consumer, Construction	596	482
Loans and Leases Receivable, Gross, Consumer, Revolving, Credit Card	507	478
Loans and Leases Receivable, Gross, Consumer, Other	185	189
Pass [Member] | Consumer Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans and Leases Receivable, before Fees, Gross	10,649	9,629
Special Mention [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans and Leases Receivable, Gross	660	508
Special Mention [Member] | Commercial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Commercial and industrial	395	266
Leasing	6	5
Commercial Lending Loans - Owner Occupied	93	96
Loans and Leases Receivable, Gross, Commercial, Governments	13	7
Loans and Leases Receivable, before Fees, Gross	507	374
Special Mention [Member] | Construction And Land Development [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Construction and land development	15
Special Mention [Member] | Commercial Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Construction and land development		52
Term	138	82
Loans Receivable, Gross, Commercial, Real Estate	153	134
Special Mention [Member] | Consumer [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans and Leases Receivable, Gross, Consumer, Home Equity	0	0
1-4 family residential	0	0
Loans and Leases Receivable, Gross, Consumer, Construction	0	0
Loans and Leases Receivable, Gross, Consumer, Revolving, Credit Card	0	0
Loans and Leases Receivable, Gross, Consumer, Other	0	0
Special Mention [Member] | Consumer Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans and Leases Receivable, before Fees, Gross	0	0
Sub-Standard [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans and Leases Receivable, Gross	1,132	1,573
Sub-Standard [Member] | Commercial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Commercial and industrial	606	998
Leasing	16	30
Commercial Lending Loans - Owner Occupied	275	306
Loans and Leases Receivable, Gross, Commercial, Governments	1	6
Loans and Leases Receivable, before Fees, Gross	898	1,340
Sub-Standard [Member] | Construction And Land Development [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Construction and land development	4
Sub-Standard [Member] | Commercial Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Construction and land development		25
Term	149	144
Loans Receivable, Gross, Commercial, Real Estate	153	169
Sub-Standard [Member] | Consumer [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans and Leases Receivable, Gross, Consumer, Home Equity	18	16
1-4 family residential	60	40
Loans and Leases Receivable, Gross, Consumer, Construction	1	4
Loans and Leases Receivable, Gross, Consumer, Revolving, Credit Card	2	3
Loans and Leases Receivable, Gross, Consumer, Other	0	1
Sub-Standard [Member] | Consumer Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans and Leases Receivable, before Fees, Gross	81	64
Doubtful [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans and Leases Receivable, Gross	1	4
Doubtful [Member] | Commercial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Commercial and industrial	1	3
Leasing	0	1
Commercial Lending Loans - Owner Occupied	0	0
Loans and Leases Receivable, Gross, Commercial, Governments	0	0
Loans and Leases Receivable, before Fees, Gross	1	4
Doubtful [Member] | Construction And Land Development [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Construction and land development	0
Doubtful [Member] | Commercial Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Construction and land development		0
Term	0	0
Loans Receivable, Gross, Commercial, Real Estate	0	0
Doubtful [Member] | Consumer [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans and Leases Receivable, Gross, Consumer, Home Equity	0	0
1-4 family residential	0	0
Loans and Leases Receivable, Gross, Consumer, Construction	0	0
Loans and Leases Receivable, Gross, Consumer, Revolving, Credit Card	0	0
Loans and Leases Receivable, Gross, Consumer, Other	0	0
Doubtful [Member] | Consumer Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans and Leases Receivable, before Fees, Gross	0	0
Total Allowance [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans and Leases Receivable, Gross	518	567
Total Allowance [Member] | Commercial [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans and Leases Receivable, before Fees, Gross	371	420
Total Allowance [Member] | Commercial Real Estate [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans Receivable, Gross, Commercial, Real Estate	103	116
Total Allowance [Member] | Consumer Loan [Member]
Financing Receivable, Allowance for Credit Losses [Line Items]
Loans and Leases Receivable, before Fees, Gross	$ 44	$ 31

XML

Loans And Allowance For Credit Losses (Summary Of Information On Impaired Loans) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Financing Receivable, Impaired [Line Items]
Current Fiscal Year End Date	--12-31
Impaired Financing Receivable, Average Recorded Investment	$ 520	$ 603
Impaired Financing Receivable, Recorded Investment	461	660
Impaired Financing Receivable, Related Allowance	30	63
Impaired Financing Receivable, Interest Income, Accrual Method	27	32
Impaired Financing Receivable, Unpaid Principal Balance	573	788
Commercial And Industrial [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Average Recorded Investment	289	333
Impaired Financing Receivable, Recorded Investment	222	393
Impaired Financing Receivable, Related Allowance	24	52
Impaired Financing Receivable, Interest Income, Accrual Method	6	5
Impaired Financing Receivable, Unpaid Principal Balance	293	470
Owner Occupied [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Average Recorded Investment	97	99
Impaired Financing Receivable, Recorded Investment	102	101
Impaired Financing Receivable, Related Allowance	2	3
Impaired Financing Receivable, Interest Income, Accrual Method	6	9
Impaired Financing Receivable, Unpaid Principal Balance	120	115
Municipal [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Average Recorded Investment	1	1
Impaired Financing Receivable, Recorded Investment	1	1
Impaired Financing Receivable, Related Allowance	0	0
Impaired Financing Receivable, Interest Income, Accrual Method	0	0
Impaired Financing Receivable, Unpaid Principal Balance	1	1
Commercial Portfolio Segment [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Average Recorded Investment	387	433
Impaired Financing Receivable, Recorded Investment	325	495
Impaired Financing Receivable, Related Allowance	26	55
Impaired Financing Receivable, Interest Income, Accrual Method	12	14
Impaired Financing Receivable, Unpaid Principal Balance	414	586
Term [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Average Recorded Investment	49	76
Impaired Financing Receivable, Recorded Investment	48	70
Impaired Financing Receivable, Related Allowance	0	2
Impaired Financing Receivable, Interest Income, Accrual Method	12	13
Impaired Financing Receivable, Unpaid Principal Balance	56	92
Commercial Real Estate Portfolio Segment [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Average Recorded Investment	57	87
Impaired Financing Receivable, Recorded Investment	54	83
Impaired Financing Receivable, Related Allowance	0	2
Impaired Financing Receivable, Interest Income, Accrual Method	12	15
Impaired Financing Receivable, Unpaid Principal Balance	64	114
Home Equity Line of Credit [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Average Recorded Investment	21	22
Impaired Financing Receivable, Recorded Investment	22	23
Impaired Financing Receivable, Related Allowance	0	0
Impaired Financing Receivable, Interest Income, Accrual Method	1	1
Impaired Financing Receivable, Unpaid Principal Balance	25	24
One Through Four Family Residential [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Average Recorded Investment	52	57
Impaired Financing Receivable, Recorded Investment	57	55
Impaired Financing Receivable, Related Allowance	4	6
Impaired Financing Receivable, Interest Income, Accrual Method	1	2
Impaired Financing Receivable, Unpaid Principal Balance	67	59
Construction And Other Consumer Real Estate [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Average Recorded Investment	2	2
Impaired Financing Receivable, Recorded Investment	2	3
Impaired Financing Receivable, Related Allowance	0	0
Impaired Financing Receivable, Interest Income, Accrual Method	0	0
Impaired Financing Receivable, Unpaid Principal Balance	2	3
Consumer Other Financing Receivable [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Average Recorded Investment	1	2
Impaired Financing Receivable, Recorded Investment	1	1
Impaired Financing Receivable, Related Allowance	0	0
Impaired Financing Receivable, Interest Income, Accrual Method	1	0
Impaired Financing Receivable, Unpaid Principal Balance	1	2
Commercial Real Estate Construction [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Average Recorded Investment	8	11
Impaired Financing Receivable, Recorded Investment	6	13
Impaired Financing Receivable, Related Allowance	0	0
Impaired Financing Receivable, Interest Income, Accrual Method	0	2
Impaired Financing Receivable, Unpaid Principal Balance	8	22
Consumer Loan [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Average Recorded Investment	76	83
Impaired Financing Receivable, Recorded Investment	82	82
Impaired Financing Receivable, Related Allowance	4	6
Impaired Financing Receivable, Interest Income, Accrual Method	3	3
Impaired Financing Receivable, Unpaid Principal Balance	95	88
Impaired Financing Receivable Recorded Investment With an Allowance [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	218	401
Impaired Financing Receivable Recorded Investment With an Allowance [Member] | Owner Occupied [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	23
Impaired Financing Receivable Recorded Investment With an Allowance [Member] | Municipal [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	0
Impaired Financing Receivable Recorded Investment With an Allowance [Member] | Commercial Portfolio Segment [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	165	341
Impaired Financing Receivable Recorded Investment With an Allowance [Member] | Term [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	12
Impaired Financing Receivable Recorded Investment With an Allowance [Member] | Commercial Real Estate Portfolio Segment [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	14	23
Impaired Financing Receivable Recorded Investment With an Allowance [Member] | Home Equity Line of Credit [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	9
Impaired Financing Receivable Recorded Investment With an Allowance [Member] | One Through Four Family Residential [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	29
Impaired Financing Receivable Recorded Investment With an Allowance [Member] | Construction And Other Consumer Real Estate [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	1
Impaired Financing Receivable Recorded Investment With an Allowance [Member] | Consumer Other Financing Receivable [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	0
Impaired Financing Receivable Recorded Investment With an Allowance [Member] | Commercial Real Estate Construction [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	2
Impaired Financing Receivable Recorded Investment With an Allowance [Member] | Consumer Loan [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	39	37
Impaired Financing Receivable Recorded Investment With No Allowance [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	243	259
Impaired Financing Receivable Recorded Investment With No Allowance [Member] | Commercial And Industrial [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	80	82
Impaired Financing Receivable Recorded Investment With No Allowance [Member] | Owner Occupied [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	79	71
Impaired Financing Receivable Recorded Investment With No Allowance [Member] | Municipal [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	1	1
Impaired Financing Receivable Recorded Investment With No Allowance [Member] | Commercial Portfolio Segment [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	160	154
Impaired Financing Receivable Recorded Investment With No Allowance [Member] | Term [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	36	53
Impaired Financing Receivable Recorded Investment With No Allowance [Member] | Commercial Real Estate Portfolio Segment [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	40	60
Impaired Financing Receivable Recorded Investment With No Allowance [Member] | Home Equity Line of Credit [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	13	16
Impaired Financing Receivable Recorded Investment With No Allowance [Member] | One Through Four Family Residential [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	28	27
Impaired Financing Receivable Recorded Investment With No Allowance [Member] | Construction And Other Consumer Real Estate [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	1	1
Impaired Financing Receivable Recorded Investment With No Allowance [Member] | Consumer Other Financing Receivable [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	1	1
Impaired Financing Receivable Recorded Investment With No Allowance [Member] | Commercial Real Estate Construction [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	4	7
Impaired Financing Receivable Recorded Investment With No Allowance [Member] | Consumer Loan [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	43	45
Impaired Financing Receivable Related Allowance [Member] | Commercial And Industrial [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment	$ 142	311
Impaired Financing Receivable Related Allowance [Member] | Owner Occupied [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment		30
Impaired Financing Receivable Related Allowance [Member] | Municipal [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment		0
Impaired Financing Receivable Related Allowance [Member] | Term [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment		17
Impaired Financing Receivable Related Allowance [Member] | Home Equity Line of Credit [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment		7
Impaired Financing Receivable Related Allowance [Member] | One Through Four Family Residential [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment		28
Impaired Financing Receivable Related Allowance [Member] | Construction And Other Consumer Real Estate [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment		2
Impaired Financing Receivable Related Allowance [Member] | Consumer Other Financing Receivable [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment		0
Impaired Financing Receivable Related Allowance [Member] | Commercial Real Estate Construction [Member]
Financing Receivable, Impaired [Line Items]
Impaired Financing Receivable, Recorded Investment		$ 6

XML

Loans And Allowance For Credit Losses (Summary Of Selected Information On TDRs That Includes Recorded Investment On An Accruing And Nonaccruing Basis By Loan Class And Modification Type) (Details) - USD ($) $ in Millions		12 Months Ended
		Dec. 31, 2017	Dec. 31, 2016
Financing Receivable, Modifications [Line Items]
Current Fiscal Year End Date		--12-31
Loans Receivable, Gross, Commercial and Industrial		$ 14,003	$ 13,452
Financing Receivable, Modifications, Subsequent Default, Recorded Investment		5	3
Loans and Leases Receivable, Gross, Consumer, Construction		597	486
Loans and Leases Receivable, Gross, Consumer, Mortgage		6,662	5,891
Loans and Leases Receivable, Gross, Consumer, Home Equity		2,777	2,645
Loans and Leases Receivable, Gross, Consumer, Revolving, Credit Card		509	481
Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		139	151
Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		226	251
Commercial And Industrial [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment		4	0
Commercial And Industrial [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		47	47
Commercial And Industrial [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		62	60
Owner Occupied [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment		1	1
Owner Occupied [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		23	22
Owner Occupied [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		10	17
Municipal [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		1	1
Commercial Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Loans Receivable, Gross, Commercial and Industrial		14,003	13,452
Commercial Portfolio Segment [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		70	69
Commercial Portfolio Segment [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		73	78
Construction And Land Development [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		2	8
Construction And Land Development [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0	2
Term [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		14	17
Term [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		5	8
Commercial Real Estate Portfolio Segment [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		16	25
Commercial Real Estate Portfolio Segment [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		5	10
Home Equity Line of Credit [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		15	14
Home Equity Line of Credit [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		1	2
One Through Four Family Residential [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		36	42
One Through Four Family Residential [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		8	8
Construction And Other Consumer Real Estate [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment		0	2
Construction And Other Consumer Real Estate [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		2	1
Construction And Other Consumer Real Estate [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0	2
Consumer Other Financing Receivable [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Construction		597	486
Loans and Leases Receivable, Gross, Consumer, Mortgage		6,662	5,891
Loans and Leases Receivable, Gross, Consumer, Home Equity		2,777	2,645
Loans and Leases Receivable, Gross, Consumer, Revolving, Credit Card		509	481
Commercial Loan [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment		5	1
Consumer Loan [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment		0	2
Consumer Loan [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		53	57
Consumer Loan [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		9	12
Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment		1	0
Accruing [Member] | Commercial And Industrial [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment		1	0
Accruing [Member] | Owner Occupied [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment		0	0
Accruing [Member] | Construction And Other Consumer Real Estate [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment		0	0
Accruing [Member] | Commercial Loan [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment		1	0
Accruing [Member] | Consumer Loan [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment		0	0
Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment		4	3
Nonaccruing [Member] | Commercial And Industrial [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment		3	0
Nonaccruing [Member] | Owner Occupied [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment		1	1
Nonaccruing [Member] | Construction And Other Consumer Real Estate [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment		0	2
Nonaccruing [Member] | Commercial Loan [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment		4	1
Nonaccruing [Member] | Consumer Loan [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment		0	2
Nonaccruing Trouble Debt Restructuring [Member] | Nonaccruing Trouble Debt Restructuring [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		87	100
Multiple Modification Types [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		86	86
Multiple Modification Types [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		123	132
Multiple Modification Types [Member] | Commercial Portfolio Segment [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		47	38
Multiple Modification Types [Member] | Commercial Portfolio Segment [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		29	37
Multiple Modification Types [Member] | Commercial Real Estate Portfolio Segment [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		9	14
Multiple Modification Types [Member] | Commercial Real Estate Portfolio Segment [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		3	3
Multiple Modification Types [Member] | Nonaccruing Trouble Debt Restructuring [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		37	46
Multiple Modification Types [Member] | Consumer Loan [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		30	34
Multiple Modification Types [Member] | Consumer Loan [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		5	6
Multiple Modification Types [Member] | Accruing [Member] | Commercial And Industrial [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans Receivable, Gross, Commercial and Industrial		33	28
Multiple Modification Types [Member] | Accruing [Member] | Owner Occupied [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			10
Multiple Modification Types [Member] | Accruing [Member] | Owner Occupied [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		14
Multiple Modification Types [Member] | Accruing [Member] | Construction And Land Development [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		2
Multiple Modification Types [Member] | Accruing [Member] | Term [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			10
Multiple Modification Types [Member] | Accruing [Member] | Term [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		7
Multiple Modification Types [Member] | Accruing [Member] | Commercial Real Estate Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			4
Multiple Modification Types [Member] | Accruing [Member] | Home Equity Line of Credit [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Home Equity		3	3
Multiple Modification Types [Member] | Accruing [Member] | One Through Four Family Residential [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Mortgage		26	30
Multiple Modification Types [Member] | Accruing [Member] | Construction And Other Consumer Real Estate [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Construction		1	1
Multiple Modification Types [Member] | Nonaccruing [Member] | Commercial And Industrial [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans Receivable, Gross, Commercial and Industrial		24	25
Multiple Modification Types [Member] | Nonaccruing [Member] | Owner Occupied [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			12
Multiple Modification Types [Member] | Nonaccruing [Member] | Owner Occupied [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		5
Multiple Modification Types [Member] | Nonaccruing [Member] | Municipal [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			0
Multiple Modification Types [Member] | Nonaccruing [Member] | Municipal [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Multiple Modification Types [Member] | Nonaccruing [Member] | Construction And Land Development [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Multiple Modification Types [Member] | Nonaccruing [Member] | Term [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			3
Multiple Modification Types [Member] | Nonaccruing [Member] | Term [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		3
Multiple Modification Types [Member] | Nonaccruing [Member] | Commercial Real Estate Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			0
Multiple Modification Types [Member] | Nonaccruing [Member] | Home Equity Line of Credit [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Home Equity		0	1
Multiple Modification Types [Member] | Nonaccruing [Member] | One Through Four Family Residential [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Mortgage		5	5
Multiple Modification Types [Member] | Nonaccruing [Member] | Construction And Other Consumer Real Estate [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Construction		0	0
Other Recorded Investment Resulting From Following Modification [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment	[1]	22	12
Other Recorded Investment Resulting From Following Modification [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment	[1]	52	51
Other Recorded Investment Resulting From Following Modification [Member] | Commercial Portfolio Segment [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment	[1]	19	8
Other Recorded Investment Resulting From Following Modification [Member] | Commercial Portfolio Segment [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment	[1]	29	34
Other Recorded Investment Resulting From Following Modification [Member] | Commercial Real Estate Portfolio Segment [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment	[1]	0	2
Other Recorded Investment Resulting From Following Modification [Member] | Commercial Real Estate Portfolio Segment [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment	[1]	0	4
Other Recorded Investment Resulting From Following Modification [Member] | Nonaccruing Trouble Debt Restructuring [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment	[1]	30	39
Other Recorded Investment Resulting From Following Modification [Member] | Consumer Loan [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment	[1]	3	2
Other Recorded Investment Resulting From Following Modification [Member] | Consumer Loan [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment	[1]	1	1
Other Recorded Investment Resulting From Following Modification [Member] | Accruing [Member] | Commercial And Industrial [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans Receivable, Gross, Commercial and Industrial		12	0
Other Recorded Investment Resulting From Following Modification [Member] | Accruing [Member] | Owner Occupied [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			8
Other Recorded Investment Resulting From Following Modification [Member] | Accruing [Member] | Owner Occupied [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		7
Other Recorded Investment Resulting From Following Modification [Member] | Accruing [Member] | Construction And Land Development [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Other Recorded Investment Resulting From Following Modification [Member] | Accruing [Member] | Term [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			2
Other Recorded Investment Resulting From Following Modification [Member] | Accruing [Member] | Term [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Other Recorded Investment Resulting From Following Modification [Member] | Accruing [Member] | Commercial Real Estate Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			0
Other Recorded Investment Resulting From Following Modification [Member] | Accruing [Member] | Home Equity Line of Credit [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Home Equity		1	0
Other Recorded Investment Resulting From Following Modification [Member] | Accruing [Member] | One Through Four Family Residential [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Mortgage		2	2
Other Recorded Investment Resulting From Following Modification [Member] | Accruing [Member] | Construction And Other Consumer Real Estate [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Construction		0	0
Other Recorded Investment Resulting From Following Modification [Member] | Nonaccruing [Member] | Commercial And Industrial [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans Receivable, Gross, Commercial and Industrial		28	33
Other Recorded Investment Resulting From Following Modification [Member] | Nonaccruing [Member] | Owner Occupied [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			1
Other Recorded Investment Resulting From Following Modification [Member] | Nonaccruing [Member] | Owner Occupied [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		1
Other Recorded Investment Resulting From Following Modification [Member] | Nonaccruing [Member] | Municipal [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			0
Other Recorded Investment Resulting From Following Modification [Member] | Nonaccruing [Member] | Municipal [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Other Recorded Investment Resulting From Following Modification [Member] | Nonaccruing [Member] | Construction And Land Development [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Other Recorded Investment Resulting From Following Modification [Member] | Nonaccruing [Member] | Term [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			2
Other Recorded Investment Resulting From Following Modification [Member] | Nonaccruing [Member] | Term [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Other Recorded Investment Resulting From Following Modification [Member] | Nonaccruing [Member] | Commercial Real Estate Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			2
Other Recorded Investment Resulting From Following Modification [Member] | Nonaccruing [Member] | Home Equity Line of Credit [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Home Equity		0	0
Other Recorded Investment Resulting From Following Modification [Member] | Nonaccruing [Member] | One Through Four Family Residential [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Mortgage		1	1
Other Recorded Investment Resulting From Following Modification [Member] | Nonaccruing [Member] | Construction And Other Consumer Real Estate [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Construction		0	0
Payment Deferral [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		2	1
Payment Deferral [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		5	7
Payment Deferral [Member] | Commercial Portfolio Segment [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0	0
Payment Deferral [Member] | Commercial Portfolio Segment [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		3	4
Payment Deferral [Member] | Commercial Real Estate Portfolio Segment [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		1	1
Payment Deferral [Member] | Commercial Real Estate Portfolio Segment [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0	0
Payment Deferral [Member] | Nonaccruing Trouble Debt Restructuring [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		3	6
Payment Deferral [Member] | Consumer Loan [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		1	0
Payment Deferral [Member] | Consumer Loan [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0	2
Payment Deferral [Member] | Accruing [Member] | Commercial And Industrial [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans Receivable, Gross, Commercial and Industrial		0	0
Payment Deferral [Member] | Accruing [Member] | Owner Occupied [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			0
Payment Deferral [Member] | Accruing [Member] | Owner Occupied [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Payment Deferral [Member] | Accruing [Member] | Construction And Land Development [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Payment Deferral [Member] | Accruing [Member] | Term [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			1
Payment Deferral [Member] | Accruing [Member] | Term [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		1
Payment Deferral [Member] | Accruing [Member] | Commercial Real Estate Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			0
Payment Deferral [Member] | Accruing [Member] | Home Equity Line of Credit [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Home Equity		0	0
Payment Deferral [Member] | Accruing [Member] | One Through Four Family Residential [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Mortgage		1	0
Payment Deferral [Member] | Accruing [Member] | Construction And Other Consumer Real Estate [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Construction		0	0
Payment Deferral [Member] | Nonaccruing [Member] | Commercial And Industrial [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans Receivable, Gross, Commercial and Industrial		2	1
Payment Deferral [Member] | Nonaccruing [Member] | Owner Occupied [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			3
Payment Deferral [Member] | Nonaccruing [Member] | Owner Occupied [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		1
Payment Deferral [Member] | Nonaccruing [Member] | Municipal [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			0
Payment Deferral [Member] | Nonaccruing [Member] | Municipal [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Payment Deferral [Member] | Nonaccruing [Member] | Construction And Land Development [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Payment Deferral [Member] | Nonaccruing [Member] | Term [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			0
Payment Deferral [Member] | Nonaccruing [Member] | Term [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Payment Deferral [Member] | Nonaccruing [Member] | Commercial Real Estate Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			0
Payment Deferral [Member] | Nonaccruing [Member] | Home Equity Line of Credit [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Home Equity		0	0
Payment Deferral [Member] | Nonaccruing [Member] | One Through Four Family Residential [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Mortgage		0	0
Payment Deferral [Member] | Nonaccruing [Member] | Construction And Other Consumer Real Estate [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Construction		0	2
Principal Forgiveness [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		15	17
Principal Forgiveness [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		23	20
Principal Forgiveness [Member] | Commercial Portfolio Segment [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0	1
Principal Forgiveness [Member] | Commercial Portfolio Segment [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		5	0
Principal Forgiveness [Member] | Commercial Real Estate Portfolio Segment [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0	0
Principal Forgiveness [Member] | Commercial Real Estate Portfolio Segment [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0	0
Principal Forgiveness [Member] | Nonaccruing Trouble Debt Restructuring [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		8	3
Principal Forgiveness [Member] | Consumer Loan [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		15	16
Principal Forgiveness [Member] | Consumer Loan [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		3	3
Principal Forgiveness [Member] | Accruing [Member] | Commercial And Industrial [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans Receivable, Gross, Commercial and Industrial		0	0
Principal Forgiveness [Member] | Accruing [Member] | Owner Occupied [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			1
Principal Forgiveness [Member] | Accruing [Member] | Owner Occupied [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Principal Forgiveness [Member] | Accruing [Member] | Construction And Land Development [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Principal Forgiveness [Member] | Accruing [Member] | Term [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			0
Principal Forgiveness [Member] | Accruing [Member] | Term [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Principal Forgiveness [Member] | Accruing [Member] | Commercial Real Estate Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			0
Principal Forgiveness [Member] | Accruing [Member] | Home Equity Line of Credit [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Home Equity		9	10
Principal Forgiveness [Member] | Accruing [Member] | One Through Four Family Residential [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Mortgage		6	6
Principal Forgiveness [Member] | Accruing [Member] | Construction And Other Consumer Real Estate [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Construction		0	0
Principal Forgiveness [Member] | Nonaccruing [Member] | Commercial And Industrial [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans Receivable, Gross, Commercial and Industrial		5	0
Principal Forgiveness [Member] | Nonaccruing [Member] | Owner Occupied [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			0
Principal Forgiveness [Member] | Nonaccruing [Member] | Owner Occupied [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Principal Forgiveness [Member] | Nonaccruing [Member] | Municipal [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			0
Principal Forgiveness [Member] | Nonaccruing [Member] | Municipal [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Principal Forgiveness [Member] | Nonaccruing [Member] | Construction And Land Development [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Principal Forgiveness [Member] | Nonaccruing [Member] | Term [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			0
Principal Forgiveness [Member] | Nonaccruing [Member] | Term [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Principal Forgiveness [Member] | Nonaccruing [Member] | Commercial Real Estate Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			0
Principal Forgiveness [Member] | Nonaccruing [Member] | Home Equity Line of Credit [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Home Equity		1	1
Principal Forgiveness [Member] | Nonaccruing [Member] | One Through Four Family Residential [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Mortgage		2	2
Principal Forgiveness [Member] | Nonaccruing [Member] | Construction And Other Consumer Real Estate [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Construction		0	0
Maturity Or Team Extension [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		6	25
Maturity Or Team Extension [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		12	28
Maturity Or Team Extension [Member] | Commercial Portfolio Segment [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		3	19
Maturity Or Team Extension [Member] | Commercial Portfolio Segment [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		6	2
Maturity Or Team Extension [Member] | Commercial Real Estate Portfolio Segment [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0	4
Maturity Or Team Extension [Member] | Commercial Real Estate Portfolio Segment [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0	1
Maturity Or Team Extension [Member] | Nonaccruing Trouble Debt Restructuring [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		6	3
Maturity Or Team Extension [Member] | Consumer Loan [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		3	2
Maturity Or Team Extension [Member] | Consumer Loan [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0	0
Maturity Or Team Extension [Member] | Accruing [Member] | Commercial And Industrial [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans Receivable, Gross, Commercial and Industrial		2	19
Maturity Or Team Extension [Member] | Accruing [Member] | Owner Occupied [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			0
Maturity Or Team Extension [Member] | Accruing [Member] | Owner Occupied [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		1
Maturity Or Team Extension [Member] | Accruing [Member] | Construction And Land Development [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Maturity Or Team Extension [Member] | Accruing [Member] | Term [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			0
Maturity Or Team Extension [Member] | Accruing [Member] | Term [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Maturity Or Team Extension [Member] | Accruing [Member] | Commercial Real Estate Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			4
Maturity Or Team Extension [Member] | Accruing [Member] | Home Equity Line of Credit [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Home Equity		2	1
Maturity Or Team Extension [Member] | Accruing [Member] | One Through Four Family Residential [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Mortgage		0	1
Maturity Or Team Extension [Member] | Accruing [Member] | Construction And Other Consumer Real Estate [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Construction		1	0
Maturity Or Team Extension [Member] | Nonaccruing [Member] | Commercial And Industrial [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans Receivable, Gross, Commercial and Industrial		3	0
Maturity Or Team Extension [Member] | Nonaccruing [Member] | Owner Occupied [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			1
Maturity Or Team Extension [Member] | Nonaccruing [Member] | Owner Occupied [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		2
Maturity Or Team Extension [Member] | Nonaccruing [Member] | Municipal [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			1
Maturity Or Team Extension [Member] | Nonaccruing [Member] | Municipal [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		1
Maturity Or Team Extension [Member] | Nonaccruing [Member] | Construction And Land Development [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Maturity Or Team Extension [Member] | Nonaccruing [Member] | Term [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			1
Maturity Or Team Extension [Member] | Nonaccruing [Member] | Term [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Maturity Or Team Extension [Member] | Nonaccruing [Member] | Commercial Real Estate Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			0
Maturity Or Team Extension [Member] | Nonaccruing [Member] | Home Equity Line of Credit [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Home Equity		0	0
Maturity Or Team Extension [Member] | Nonaccruing [Member] | One Through Four Family Residential [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Mortgage		0	0
Maturity Or Team Extension [Member] | Nonaccruing [Member] | Construction And Other Consumer Real Estate [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Construction		0	0
Interest Rate Below Market [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		8	10
Interest Rate Below Market [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		11	13
Interest Rate Below Market [Member] | Commercial Portfolio Segment [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		1	3
Interest Rate Below Market [Member] | Commercial Portfolio Segment [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		1	1
Interest Rate Below Market [Member] | Commercial Real Estate Portfolio Segment [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		6	4
Interest Rate Below Market [Member] | Commercial Real Estate Portfolio Segment [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		2	2
Interest Rate Below Market [Member] | Nonaccruing Trouble Debt Restructuring [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		3	3
Interest Rate Below Market [Member] | Consumer Loan [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		1	3
Interest Rate Below Market [Member] | Consumer Loan [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0	0
Interest Rate Below Market [Member] | Accruing [Member] | Commercial And Industrial [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans Receivable, Gross, Commercial and Industrial		0	0
Interest Rate Below Market [Member] | Accruing [Member] | Owner Occupied [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			3
Interest Rate Below Market [Member] | Accruing [Member] | Owner Occupied [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		1
Interest Rate Below Market [Member] | Accruing [Member] | Construction And Land Development [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Interest Rate Below Market [Member] | Accruing [Member] | Term [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			4
Interest Rate Below Market [Member] | Accruing [Member] | Term [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		6
Interest Rate Below Market [Member] | Accruing [Member] | Commercial Real Estate Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			0
Interest Rate Below Market [Member] | Accruing [Member] | Home Equity Line of Credit [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Home Equity		0	0
Interest Rate Below Market [Member] | Accruing [Member] | One Through Four Family Residential [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Mortgage		1	3
Interest Rate Below Market [Member] | Accruing [Member] | Construction And Other Consumer Real Estate [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Construction		0	0
Interest Rate Below Market [Member] | Nonaccruing [Member] | Commercial And Industrial [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans Receivable, Gross, Commercial and Industrial		0	1
Interest Rate Below Market [Member] | Nonaccruing [Member] | Owner Occupied [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			0
Interest Rate Below Market [Member] | Nonaccruing [Member] | Owner Occupied [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		1
Interest Rate Below Market [Member] | Nonaccruing [Member] | Municipal [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			0
Interest Rate Below Market [Member] | Nonaccruing [Member] | Municipal [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Interest Rate Below Market [Member] | Nonaccruing [Member] | Construction And Land Development [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		0
Interest Rate Below Market [Member] | Nonaccruing [Member] | Term [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			2
Interest Rate Below Market [Member] | Nonaccruing [Member] | Term [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment		2
Interest Rate Below Market [Member] | Nonaccruing [Member] | Commercial Real Estate Portfolio Segment [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Recorded Investment			0
Interest Rate Below Market [Member] | Nonaccruing [Member] | Home Equity Line of Credit [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Home Equity		0	0
Interest Rate Below Market [Member] | Nonaccruing [Member] | One Through Four Family Residential [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Mortgage		0	0
Interest Rate Below Market [Member] | Nonaccruing [Member] | Construction And Other Consumer Real Estate [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Loans and Leases Receivable, Gross, Consumer, Construction		$ 0	$ 0

[1] Includes TDRs that resulted from other modification types including, but not limited to, a legal judgment awarded on different terms, a bankruptcy plan confirmed on different terms, a settlement that includes the delivery of collateral in exchange for debt reduction, etc.2 Includes TDRs that resulted from a combination of any of the previous modification types.

XML

Loans And Allowance For Credit Losses (Summary Of Net Financial Impact On Interest Income Due To Interest Rate Modifications Below Market For Accruing TDR Loans) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Financing Receivable, Modifications [Line Items]
Net financial impact on interest income	$ 1	$ 1
Consumer [Member]
Financing Receivable, Modifications [Line Items]
Net financial impact on interest income	1	1
1-4 Family Residential [Member]
Financing Receivable, Modifications [Line Items]
Net financial impact on interest income	$ 1	$ 1

XML

Loans And Allowance For Credit Losses (Schedule Of Investment Of Accruing And Nonaccruing Loans Modified As Troubled Debt Restructurings) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment	$ 5	$ 3
Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment	1	0
Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment	4	3
Commercial And Industrial [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment	4	0
Commercial And Industrial [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment	1	0
Commercial And Industrial [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment	3	0
Owner Occupied [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment	1	1
Owner Occupied [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment	0	0
Owner Occupied [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment	1	1
Commercial Loan [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment	5	1
Commercial Loan [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment	1	0
Commercial Loan [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment	4	1
Construction And Other Consumer Real Estate [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment	0	2
Construction And Other Consumer Real Estate [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment	0	0
Construction And Other Consumer Real Estate [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment	0	2
Consumer Loan [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment	0	2
Consumer Loan [Member] | Accruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment	0	0
Consumer Loan [Member] | Nonaccruing [Member]
Financing Receivable, Modifications [Line Items]
Financing Receivable, Modifications, Subsequent Default, Recorded Investment	$ 0	$ 2

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Loans And Allowance For Credit Losses (Schedule Of Outstanding Balances Of All Required Payments And The Related Carrying Amounts For PCI Loans) (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Loans And Allowance For Credit Losses [Abstract]
Commercial	$ 25	$ 49
Commercial real estate	9	51
Consumer	7	9
Outstanding balance	41	109
Certain Loans Acquired in Transfer Accounted for as Debt Securities, Carrying Amount, Net	27	77
ALLL	0	1
Carrying amount, net	$ 27	$ 76

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Loans And Allowance For Credit Losses (Schedule Of Changes In The Accretable Yield For PCI Loans) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Loans And Allowance For Credit Losses [Abstract]
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities, Accretable Yield, Accretion	$ 20	$ 24
Certain Loans Acquired in Transfer Not Accounted for as Debt Securities, Accretable Yield, Reclassifications (to) from Nonaccretable Difference	0	11
Changes in Accretable Yield [Roll Forward]
Balance at beginning of period	33	40
Disposals and other	1	6
Balance at end of period	$ 14	$ 33

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Derivative Instruments And Hedging Activities (Narrative) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
Derivative [Line Items]
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion	$ 1,000,000
Derivatives designated for hedges of investments in foreign operations		$ 0
Fair values of derivative assets reduced (increased) by net credit valuation adjustments		2,000,000
Notional amount of bank and insurance trust preferred CDOs		6,824,000,000	$ 6,209,000,000
Cash collateral pledged for derivative liabilities		38,000,000
Additional collateral that would be required to be pledge if credit rating was downgraded by one notch		1,000,000
Derivative Credit Risk Valuation Adjustment, Derivative Liabilities		1,000,000	1,000,000
Other Liabilities [Member]
Derivative [Line Items]
Derivative Liability, Fair Value, Gross Liability		40,000,000	59,000,000
Other Liabilities [Member] | Derivative Financial Instruments, Liabilities [Member]
Derivative [Line Items]
Gross amounts recognized		$ 40,000,000	$ 59,000,000

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Derivative Instruments And Hedging Activities (Schedule Of Notional Amounts And Recorded Gross Fair Values And Related Gain (Loss) Of Derivative Instruments) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Derivative [Line Items]
Total derivatives, Notional amount	$ 6,824	$ 6,209
Amount of derivative gain (loss), recognized in OCI	(8)	8
Amount of derivative gain (loss), Reclassified from AOCI to interest income	4	11
Derivatives instruments, Noninterest income (expense)	27	26
Derivatives designated as hedging instruments, Offset to interest expense	0	0
Other Assets [Member]
Derivative [Line Items]
Derivatives hedging instruments, assets	38	64
Other Liabilities [Member]
Derivative [Line Items]
Derivatives hedging instruments, liabilities	40	59
Derivatives Designated As Hedging Instruments [Member] | Interest Rate Swaps [Member] | Cash Flow Hedges [Member]
Derivative [Line Items]
Total derivatives, Notional amount	1,138	1,388
Amount of derivative gain (loss), recognized in OCI	(8)	8
Amount of derivative gain (loss), Reclassified from AOCI to interest income	4	11
Derivatives Designated As Hedging Instruments [Member] | Interest Rate Swaps [Member] | Other Assets [Member] | Cash Flow Hedges [Member]
Derivative [Line Items]
Derivatives hedging instruments, assets	0	2
Derivatives Designated As Hedging Instruments [Member] | Interest Rate Swaps [Member] | Other Liabilities [Member] | Cash Flow Hedges [Member]
Derivative [Line Items]
Derivatives hedging instruments, liabilities	0	1
Derivatives Not Designated As Hedging Instruments [Member]
Derivative [Line Items]
Total derivatives, Notional amount	5,686	4,821
Derivatives Not Designated As Hedging Instruments [Member] | Other Assets [Member]
Derivative [Line Items]
Derivatives hedging instruments, assets	38	62
Derivatives Not Designated As Hedging Instruments [Member] | Other Liabilities [Member]
Derivative [Line Items]
Derivatives hedging instruments, liabilities	40	58
Derivatives Not Designated As Hedging Instruments [Member] | Interest Rate Swaps [Member]
Derivative [Line Items]
Total derivatives, Notional amount	223	235
Derivatives instruments, Noninterest income (expense)	(1)	1
Derivatives Not Designated As Hedging Instruments [Member] | Interest Rate Swaps [Member] | Other Assets [Member]
Derivative [Line Items]
Derivatives hedging instruments, assets	1	2
Derivatives Not Designated As Hedging Instruments [Member] | Interest Rate Swaps [Member] | Other Liabilities [Member]
Derivative [Line Items]
Derivatives hedging instruments, liabilities	0	0
Derivatives Not Designated As Hedging Instruments [Member] | Interest Rate Swaps For Customers [Member]
Derivative [Line Items]
Total derivatives, Notional amount	4,550	4,162
Derivatives instruments, Noninterest income (expense)	11	14
Derivatives Not Designated As Hedging Instruments [Member] | Interest Rate Swaps For Customers [Member] | Other Assets [Member]
Derivative [Line Items]
Derivatives hedging instruments, assets	28	49
Derivatives Not Designated As Hedging Instruments [Member] | Interest Rate Swaps For Customers [Member] | Other Liabilities [Member]
Derivative [Line Items]
Derivatives hedging instruments, liabilities	33	49
Derivatives Not Designated As Hedging Instruments [Member] | Foreign Exchange [Member]
Derivative [Line Items]
Total derivatives, Notional amount	913	424
Derivatives instruments, Noninterest income (expense)	17	11
Derivatives Not Designated As Hedging Instruments [Member] | Foreign Exchange [Member] | Other Assets [Member]
Derivative [Line Items]
Derivatives hedging instruments, assets	9	11
Derivatives Not Designated As Hedging Instruments [Member] | Foreign Exchange [Member] | Other Liabilities [Member]
Derivative [Line Items]
Derivatives hedging instruments, liabilities	$ 7	$ 9

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Premises and Equipment (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Land	$ 234	$ 229
Investment Building and Building Improvements	720	683
Fixtures and Equipment, Gross	451	458
Leasehold Improvements, Gross	135	140
Capitalized Computer Software, Gross	401	355
Property, Plant and Equipment, Gross	1,941	1,865
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	847	845
Premises and equipment, net	$ 1,094	$ 1,020

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Goodwill And Other Intangible Assets Goodwill and Other Intangible Assets (Narative) (Details) - USD ($)	12 Months Ended
	Dec. 30, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Goodwill [Line Items]
Amortization of Intangible Assets			$ 6,000,000	$ 8,000,000	$ 9,000,000
Goodwill, Impairment Loss			0	$ 0
Bank Susidiaries except The Commerce Bank of Oregon [Member]
Goodwill [Line Items]
Goodwill, Impairment Loss			$ 0
Subsequent Event [Member]
Goodwill [Line Items]
Amortization of Intangible Assets	$ 1,000,000	$ 2,000,000

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Goodwill And Other Intangible Assets (Amortizing Intangible Assets) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 195	$ 195
Accumulated amortization	(193)	(187)
Net carrying amount	2	8
Goodwill impairment	0	0
Core Deposit Intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	167	167
Accumulated amortization	(165)	(159)
Net carrying amount	2	8
Customer Relationships And Other Intangibles [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	28	28
Accumulated amortization	(28)	(28)
Net carrying amount	$ 0	$ 0

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Goodwill And Other Intangible Assets (Schedule Of Goodwill) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Goodwill [Line Items]
Goodwill, Beginning Balance	$ 1,014	$ 1,014
Impairment losses	0	0
Goodwill, Ending Balance	1,014	1,014
Zions Bank [Member]
Goodwill [Line Items]
Goodwill, Beginning Balance	20	20
Impairment losses	0	0
Goodwill, Ending Balance	20	20
California Bank And Trust [Member]
Goodwill [Line Items]
Goodwill, Beginning Balance	379	379
Impairment losses	0	0
Goodwill, Ending Balance	379	379
Amegy Corporation [Member]
Goodwill [Line Items]
Goodwill, Beginning Balance	615	615
Impairment losses	0	0
Goodwill, Ending Balance	$ 615	$ 615

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Deposits (Narrative) (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Deposits [Abstract]
Time Deposits, Less than $250,000	$ 1,200	$ 1,400
Time Deposits, $250,000 or More, Domestic	1,900	1,400
Deposit overdrafts reclassified as loan balances	$ 14	$ 11

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Deposits (Scheduled Maturities Of All Time Deposits) (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Deposits [Abstract]
2018	$ 2,584
2019	256
2020	132
2021	85
2022	57
Thereafter	1
Time Deposits, total	$ 3,115	$ 2,757

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Deposits Deposits (Time Deposits Denomination of $100,000 and Over) (Details) $ in Millions	Dec. 31, 2017 USD ($)
Time Deposits (Denomination of $100,000 and Over) [Abstract]
Contractual Maturities, Time Deposits, $100,000 or More, Three Months or Less	$ 1,023
Contractual Maturities, Time Deposits, $100,000 or More, Three Months Through Six Months	485
Contractual Maturities, Time Deposits, $100,000 or More, Six Months Through 12 Months	508
Contractual Maturities, Time Deposits, $100,000 or More, after 12 Months	312
Time Deposits, $100,000 or More	$ 2,328

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Short-Term Borrowings (Narrative) (Details) $ in Millions	12 Months Ended
	Dec. 31, 2017 USD ($)
Short-term Debt [Abstract]
Number of maturity days of short-term borrowings, maximum	30
Secured Debt, Repurchase Agreements Overnight	$ 31
Example1 of term repurchase security agreement term	30
Term repurchase securitiy agreement term example2	60
Secured Debt, Repurchase Agreements Term	$ 323
Percentage of outstanding advance for unencumbered collateral	100.00%
Amount available for FHLB advances	$ 9,000
Amount available for federal reserve borrowings	$ 6,000

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Short-Term Borrowings (Summary Of Short-Term Borrowings) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Federal Home Loan Bank Certificates and Obligations (FHLB) [Member]
Short-term Debt [Line Items]
Average amount outstanding	$ 2,657	$ 37	$ 0
Weighted average rate	1.13%	0.59%	0.00%
Highest month-end balance	$ 3,750	$ 750	$ 0
Year-end balance	$ 3,600	$ 500	$ 0
Weighted average rate on outstandings at year-end	1.44%	0.75%	0.00%
Short-term Debt [Member]
Short-term Debt [Line Items]
Year-end balance	$ 4,976	$ 827	$ 347
Security Owned and Sold, Not yet Purchased Fair Value, Security Sold, Not yet Purchased	95	25	30
Federal Funds Purchased [Member]
Short-term Debt [Line Items]
Year-end balance	927	106	111
Security Repurchase Agreements [Member]
Short-term Debt [Line Items]
Year-end balance	$ 354	$ 196	$ 206

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Long-Term Debt (Narrative) (Details) - USD ($) $ in Millions				12 Months Ended
	Sep. 15, 2023	Nov. 15, 2018	May 15, 2014	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Senior Notes				$ 153
Extinguishment of Debt, Amount				0	$ 1	$ 3
Capital Lease Obligations				$ 1	1
Junior Subordinated Notes					165
Long-term Debt, Interest Rate 6.95%				6.95%
Long-Term Debt, Interest Rate 5.65%				5.65%
Stock Redeemed or Called During Period, Value				$ 144	(126)	$ (176)
Subordinated debt converted to preferred stock					(90)
Senior medium-term notes				135	$ 288
Long-term debt, Parent only maturities				382
Parent Company [Member]
Debt Instrument [Line Items]
Long-term debt, Parent only maturities				$ 382
Subordinated Notes Interest Rate 5.65 Percent [Member]
Debt Instrument [Line Items]
New interest rate		3mL+4.19%
Interest payments begin			May 15, 2014
Subordinated Notes Interest Rate 6.95 Percent [Member]
Debt Instrument [Line Items]
New interest rate	3mL+3.89%

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Long-Term Debt (Schedule Of Long-Term Debt) (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Junior subordinated debentures related to trust preferred securities		$ 165
Subordinated notes	$ 247	246
Senior medium-term notes	135	288
Capital Lease Obligations	1	1
Long-term debt, total	$ 383	$ 535

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Long-Term Debt (Schedule Of Subordinated Notes) (Details) - USD ($) $ in Millions	Dec. 31, 2017	May 15, 2014	Dec. 31, 2016
Subordinated Borrowing [Line Items]
Long-Term Debt, Interest Rate 5.65%	5.65%
Subordinated notes, Balance	$ 247		$ 246
Subordinated Notes Par Amount			250
Long-term Debt, Interest Rate 6.95%	6.95%
Subordinated Notes Interest Rate 5.65 Percent [Member]
Subordinated Borrowing [Line Items]
Subordinated notes, Balance	$ 160
Subordinated Notes Par Amount			162
Subordinated notes, Maturity	Nov. 01, 2023
Interest payments begin		May 15, 2014
Subordinated Notes Interest Rate 6.95 Percent [Member]
Subordinated Borrowing [Line Items]
Subordinated notes, Balance	$ 87
Subordinated Notes Par Amount			$ 88
Subordinated notes, Maturity	Sep. 01, 2028

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Long-Term Debt (Schedule Of Senior Medium-Term Notes) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Junior Subordinated Notes		$ 165
Senior medium-term notes	$ 135	288
Long-term Senior notes redeemed		100
Debt Redemptions and Repurchases, Par		265
Senior Medium-Term Notes four point five zero percent with maturity of June 2023 [Member]
Debt Instrument [Line Items]
Senior medium-term notes	$ 135
Senior Medium Term Notes, Par Amount		136
Schedule Of Maturities On Long-Term Debt	June 1, 2023
Long-Term Debt, Senior Note at 3.60% [Member]
Debt Instrument [Line Items]
Long-term Senior notes redeemed		11
Long-Term Debt, Senior Note at 4.00% [Member]
Debt Instrument [Line Items]
Long-term Senior notes redeemed		$ 89

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Long-Term Debt (Schedule Of Maturities On Long-Term Debt) (Details) $ in Millions	Dec. 31, 2017 USD ($)
Debt Instrument [Line Items]
Long-term debt, excluding associated hedges	$ 383
2013	0
2014	1
2015	0
2016	0
2017	0
Thereafter	382
Parent Company [Member]
Debt Instrument [Line Items]
Long-term debt, excluding associated hedges	382
2013	0
2014	0
2015	0
2016	0
2017	0
Thereafter	$ 382

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Long-Term Debt Long-Term Debt (Schedule Of Early Redemption)(Details) (Details) $ in Millions	Dec. 31, 2016 USD ($)
Debt Instrument [Line Items]
Junior Subordinated Notes	$ 165
Debt Redemptions and Repurchases, Par	265
Long-term Senior notes redeemed	100
Long-Term Debt, Senior Note at 3.60% [Member]
Debt Instrument [Line Items]
Long-term Senior notes redeemed	11
Long-Term Debt, Senior Note at 4.00% [Member]
Debt Instrument [Line Items]
Long-term Senior notes redeemed	89
Junior Subordinated Notes, Coupon Rate, 3mL 2.85% [Member]
Debt Instrument [Line Items]
Junior Subordinated Notes	51
Junior Subordinated Notes, Coupon Rate, 3mL 1.90% 2.22% [Member]
Debt Instrument [Line Items]
Junior Subordinated Notes	36
Junior Subordinated Notes, Coupon Rate, 3mL 1.78% 2.29% [Member]
Debt Instrument [Line Items]
Junior Subordinated Notes	62
Junior Subordinated Notes, Coupon Rate, 3mL 3.15% 3.75% [Member]
Debt Instrument [Line Items]
Junior Subordinated Notes	8
Junior Subordinated Notes, Coupon Rate, 3mL 2.89% 3.42% [Member]
Debt Instrument [Line Items]
Junior Subordinated Notes	$ 8

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Long-Term Debt Debt Extinguishment Costs (Details)

12 Months Ended

Dec. 31, 2017

Extinguishment of Debt [Line Items]

Schedule of Debt Extinguishment Costs [Table Text Block]

During 2017, we had no debt extinguishment costs, compared with less than $1 million in 2016 and $3 million in 2015.

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Shareholders' Equity (Narrative) (Details) $ / shares in Units, shares in Thousands, $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2017 USD ($) $ / shares	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($) $ / shares shares	Dec. 31, 2016 USD ($) $ / shares shares	Dec. 31, 2015 USD ($) shares	Dec. 31, 2014 shares
Schedule of Equity Method Investments [Line Items]
Current Fiscal Year End Date			--12-31
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Tax			$ 19.0	$ (45.0)
Liquidation preference of preferred stock (per share) | $ / shares			$ 1,000
Preferred stock, authorized shares | shares			4,400	4,400
Carrying value, Preferred stock			$ 566.0	$ 710.0
Common Stock			$ 4,445.0	$ 4,725.0
Common Stock, Shares, Issued | shares			197,532	203,085
Warrants sold | shares			29,300
Common stock issued for preferred stock redemption			$ 144.0	$ (126.0)	$ (176.0)
Preferred Stock Redemption Premium			$ 2.0
Stock Repurchased During Period, Shares | shares			7,000	3,000
Stock Repurchased and Retired During Period, Value	$ (115.0)		$ 320.0	$ 90.0
Treasury Stock Acquired, Average Cost Per Share | $ / shares	$ 53.46		$ 45.66	$ 31.15
Treasury Stock Acquired, Repurchase Authorization	120
Preferred Stock, Tender Offer				$ 120.0
Preferred Stock, Liquidation Preference, Value				$ 118.0
Payments for Repurchase of Redeemable Preferred Stock			$ 126.0
Preferred Stock Redemption			$ 10.0
Common stock, outstanding shares | shares			197,532	203,085
Total invested assets of trusts			$ 102.0	$ 91.0
Total obligations of trusts			116.0	105.0
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax			(1.0)	0.0
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax			$ 11.0	5.0
Preferred stock, liquidation preference per depositary share | $ / shares			$ 25
Common Stock Held in Trust			$ 14.0	14.1
Warrant Exercise Price | $ / shares			$ 35.37
Depositary Share, Preferred Stock Ownership Interest			1/40
Troubled Asset Relief Program, Stock		$ 1.0
Effect of Change in Tax Rate, OCI			$ 25.0	0.0	0.0
Series I Preferred Stock [Member]
Schedule of Equity Method Investments [Line Items]
Preferred stock, authorized shares | shares			300,893
Carrying value, Preferred stock			$ 99.0	99.0
Preferred Stock, Dividend Rate, Percentage			5.80%
Series A Preferred Stock [Member]
Schedule of Equity Method Investments [Line Items]
Preferred stock, authorized shares | shares			140,000
Variable dividend payment rate			> of 4.0% or 3mL+0.52%
Carrying value, Preferred stock			$ 67.0	67.0
Series F Preferred Stock [Member]
Schedule of Equity Method Investments [Line Items]
Preferred stock, authorized shares | shares			0
Carrying value, Preferred stock			$ 0.0	144.0
Preferred Stock, Dividend Rate, Percentage			7.90%
Series G Preferred Stock [Member]
Schedule of Equity Method Investments [Line Items]
Preferred stock, authorized shares | shares			200,000
Carrying value, Preferred stock			$ 138.0	138.0
Preferred Stock, Dividend Rate, Percentage			6.30%
Preferred Stock [Member]
Schedule of Equity Method Investments [Line Items]
Common stock issued for preferred stock redemption			$ 144.0	(118.0)	(176.0)
Retained Earnings [Member]
Schedule of Equity Method Investments [Line Items]
Common stock issued for preferred stock redemption			$ 2.0	(10.0)	(3.0)
Warrant [Member]
Schedule of Equity Method Investments [Line Items]
Common stock warrants issued to the U.S. Treasury			5,800,000
Common Stock [Member]
Schedule of Equity Method Investments [Line Items]
Common stock issued for preferred stock redemption			$ (2.0)	$ 2.0	$ 3.0
Stock Repurchased During Period, Shares | shares			(7,009)	(2,889)
Stock Repurchased and Retired During Period, Value			$ 320.0
Common stock, outstanding shares | shares			197,532	203,085	204,417	203,015
Warrant Exercise Price [Member]
Schedule of Equity Method Investments [Line Items]
Common stock warrants issued to the U.S. Treasury			0
Series G Preferred Stock [Member]
Schedule of Equity Method Investments [Line Items]
Preferred Stock, Liquidation Preference, Value				$ 33.0
Series I Preferred Stock [Member]
Schedule of Equity Method Investments [Line Items]
Preferred Stock, Liquidation Preference, Value				26.0
SERIES J STOCK [Member]
Schedule of Equity Method Investments [Line Items]
Preferred Stock, Liquidation Preference, Value				$ 59.0
Future [Member]
Schedule of Equity Method Investments [Line Items]
Troubled Asset Relief Program, Stock		29.0
Warrant [Member]
Schedule of Equity Method Investments [Line Items]
Troubled Asset Relief Program, Stock		3.2
Next Twelve Months [Member]
Schedule of Equity Method Investments [Line Items]
Troubled Asset Relief Program, Stock		$ 2.6

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Shareholders' Equity (Summary Of Preferred Stock) (Details) - USD ($) shares in Thousands, $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Schedule of Equity Method Investments [Line Items]
Common Stock Held in Trust	$ 14.0	$ 14.1
Preferred stock, authorized shares	4,400	4,400
Carrying value, Preferred stock	$ 566.0	$ 710.0
Series A Preferred Stock [Member]
Schedule of Equity Method Investments [Line Items]
Rate	> of 4.0% or 3mL+0.52%
Earliest redemption date	Dec. 15, 2011
Preferred stock, authorized shares	140,000
Outstanding Shares at December 31, 2012	66,139
Carrying value, Preferred stock	$ 67.0	67.0
Series F Preferred Stock [Member]
Schedule of Equity Method Investments [Line Items]
Earliest redemption date	Jun. 15, 2017
Preferred stock, authorized shares	0
Outstanding Shares at December 31, 2012	0
Carrying value, Preferred stock	$ 0.0	144.0
Preferred Stock, Dividend Rate, Percentage	7.90%
Series G Preferred Stock [Member]
Schedule of Equity Method Investments [Line Items]
Earliest redemption date	Mar. 15, 2023
Preferred stock, authorized shares	200,000
Outstanding Shares at December 31, 2012	138,391
Carrying value, Preferred stock	$ 138.0	138.0
Preferred Stock, Dividend Rate, Percentage	6.30%
Series H Preferred Stock [Member]
Schedule of Equity Method Investments [Line Items]
Earliest redemption date	Jun. 15, 2019
Preferred stock, authorized shares	126,221
Outstanding Shares at December 31, 2012	126,221
Carrying value, Preferred stock	$ 126.0	126.0
Preferred Stock, Dividend Rate, Percentage	5.75%
Series I Preferred Stock [Member]
Schedule of Equity Method Investments [Line Items]
Earliest redemption date	Jun. 15, 2023
Preferred stock, authorized shares	300,893
Outstanding Shares at December 31, 2012	98,555
Carrying value, Preferred stock	$ 99.0	99.0
Preferred Stock, Dividend Rate, Percentage	5.80%
Series J Preferred Stock [Member]
Schedule of Equity Method Investments [Line Items]
Earliest redemption date	Sep. 15, 2023
Preferred stock, authorized shares	195,152
Outstanding Shares at December 31, 2012	136,368
Carrying value, Preferred stock	$ 136.0	$ 136.0
Preferred Stock, Dividend Rate, Percentage	7.20%

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Shareholders' Equity (Summary Of Changes In Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Accumulated other comprehensive income [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ (139)				$ (122)				$ (139)	$ (122)	$ (55)
Other Comprehensive Income (Loss), Unrealized Holding Gain (Loss) on Securities Arising During Period, Tax									19	(45)
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Tax									(1)	0
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Reclassification Adjustment, Tax									11	5
Other Comprehensive Income (Loss), Tax									29	(40)
Other comprehensive income (loss)									(17)	(67)	73
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax									6	(65)
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax									2	(2)
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount									(47)	0	0
Effect of Change in Tax Rate, OCI									25	0	0
Income Tax Expense (Benefit)									344	236	142
Net Income (Loss) Available to Common Stockholders, Basic	114	$ 153	$ 154	$ 129	125	$ 117	$ 90	$ 79	550	411	247
Reclassification of amortization of net actuarial gains losses pension and post retirement from AOCI, gross									(7)	(8)	(6)
Reclassification of pension and postretirement from accumulated other comprehensive income, tax									(3)	(3)	(2)
Accumulated Net Unrealized Investment Gain (Loss) [Member]
Accumulated other comprehensive income [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax	(114)				(92)				(114)	(92)	(18)
Other comprehensive income (loss)									(22)	(74)
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax									(2)	(74)
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax									0	0	86
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount									(20)
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member]
Accumulated other comprehensive income [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax	(3)				1				(3)	1	1
Other comprehensive income (loss)									(4)	0
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax									(1)	7
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax									(2)	(7)
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount									(1)
Net Income (Loss) Available to Common Stockholders, Basic									2	7	6
Accumulated Defined Benefit Plans Adjustment [Member]
Accumulated other comprehensive income [Line Items]
Accumulated Other Comprehensive Income (Loss), Net of Tax	$ (22)				$ (31)				(22)	(31)	(38)
Other comprehensive income (loss)									9	7
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax									9	2
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax									4	5	4
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount									(4)
Fixed income securities gain loss [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Net Unrealized Investment Gain (Loss) [Member]
Accumulated other comprehensive income [Line Items]
Gain (Loss) on Investments, Excluding Other than Temporary Impairments									0	0	(139)
Income Tax Expense (Benefit)									0	0	(53)
Interest Rate Contract [Member] | Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member]
Accumulated other comprehensive income [Line Items]
Gain (Loss) on Derivative Instruments, Net, Pretax									4	11	9
Income Tax Expense (Benefit)									$ 2	$ 4	$ 3

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Regulatory Matters (Summary Of Actual Capital Amounts And Ratios For The Company And Its Three Largest Subsidiary Banks) (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Parent Company [Member]
Total capital (to risk-weighted assets), Actual Amount	$ 7,628	$ 7,609
Capital to Risk Weighted Assets	14.80%	15.20%
Total capital (to risk-weighted assets), To be well capitalized, Amount	$ 5,146	$ 4,994
Total capital (to risk-weighted assets), To be well capitalized, Ratio	10.00%	10.00%
Tier 1 capital (to risk-weighted assets), Actual Amount	$ 6,805	$ 6,738
Tier One Leverage Capital to Average Assets	10.50%	11.10%
Tier 1 capital (to risk-weighted assets), Actual Ratio	13.20%	13.50%
Tier 1 capital (to risk-weighted assets), To be well capitalized, Amount	$ 4,116	$ 3,995
Tier 1 capital (to risk-weighted assets), To be well capitalized, Ratio	8.00%	8.00%
Common Equity Tier One Capital	$ 6,239	$ 6,028
Common Equity Tier One Capital Ratio	12.10%	12.10%
Common Equity Tier One Capital to be Well Capitalized	$ 3,345	$ 3,246
Common Equity Tier One Capital to be Well Capitalized Ratio	6.50%	6.50%
Tier One Capital	$ 6,805	$ 6,738
ZB National Association [Member]
Total capital (to risk-weighted assets), Actual Amount	$ 7,306	$ 7,278
Capital to Risk Weighted Assets	14.20%	14.60%
Total capital (to risk-weighted assets), To be well capitalized, Amount	$ 5,130	$ 4,983
Total capital (to risk-weighted assets), To be well capitalized, Ratio	10.00%	10.00%
Tier 1 capital (to risk-weighted assets), Actual Amount	$ 6,730	$ 6,655
Tier One Leverage Capital to Average Assets	10.40%	11.00%
Tier One Capital Required to be Well Capitalized	$ 3,227	$ 3,027
Tier 1 capital (to risk-weighted assets), Actual Ratio	13.10%	13.40%
Tier 1 capital (to risk-weighted assets), To be well capitalized, Amount	$ 4,104	$ 3,986
Tier 1 capital (to risk-weighted assets), To be well capitalized, Ratio	8.00%	8.00%
Common Equity Tier One Capital	$ 5,899	$ 5,824
Common Equity Tier One Capital Ratio	11.50%	11.70%
Common Equity Tier One Capital to be Well Capitalized	$ 3,334	$ 3,239
Common Equity Tier One Capital to be Well Capitalized Ratio	6.50%	6.50%
Tier One Capital	$ 6,730	$ 6,655
Tier One Capital Required to be Well Capitalized to Average Assets	5.00%	5.00%

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Guarantees, Commitments And Contingencies (Narrative) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Guarantor Obligations [Line Items]
Current Fiscal Year End Date	--12-31
Operating Leases, Future Minimum Payments, Due in Three Years	$ 36
Operating Leases, Future Minimum Payments, Due in Four Years	29
Operating Leases, Future Minimum Payments, Due in Five Years	25
Operating Leases, Future Minimum Payments Due, Next Twelve Months	40
Operating Leases, Future Minimum Payments, Due Thereafter	76
Commitments to Extend Credit Expiring in One Year	6,200
standby letters of credit expiring in one year	610
Standby Letters of Credit, Thereafter	307
Guarantor Obligations, Current Carrying Value	5
Reserve for Unfunded Lending Commitments	1
Letters of Credit, Deferred Commitment Fees	4
Commitments for Private Equity and Other Noninterest-bearing Investments	31
Commitments for Private Equity or Other Non-Interest Bearing Investments Prohibited by the Volcker Rule	4
Risk-weighted values assigned to all off-balance sheet financial and derivative instruments	6,800	$ 6,500
Cash Reserve Deposit Required and Made	366
Capital Lease Obligations, Current	1
Accumulated Amortization, Deferred Finance Costs	1
Operating Leases, Future Minimum Payments Due, Future Minimum Sublease Rentals	2
Future Minimum Sublease Rentals, Sale Leaseback Transactions, within Two Years	2
Future Minimum Sublease Rentals, Sale Leaseback Transactions, within Three Years	1
Operating Leases, Rent Expense, Net	$ 61	$ 65	$ 63

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Guarantees, Commitments And Contingencies (Schedule Of Guarantees Issued) (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016
Guarantor Obligations [Line Items]
Unused Commitments to Extend Credit	$ 19,583	$ 18,274
Commercial letters of credit	31	60
Total Unfunded Lending Commitments	20,531	19,301
Financial Guarantee [Member]
Guarantor Obligations [Line Items]
Letters Of Credit Standby	721	771
Performance Guarantee [Member]
Guarantor Obligations [Line Items]
Letters Of Credit Standby	$ 196	$ 196

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Retirement Plans (Narrative) (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2017 USD ($) shares	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Plan Assets, Contributions by Employer	$ 4,000
Owner Occupied And Commercial Real Estate Loans Unamortized Premiums	16,000	$ 20,000
Benefit liability other supplement retirement plans	$ 6,000	6,400
Shares of company common stock | shares	233,849
Rate of employee contribution from earnings	80.00%
Matching contribution allocation rate first time	100.00%
Employee contribution rate for first time matching	3.00%
Matching contribution allocation rate second time	50.00%
Employees contribution rate for second time matching	2.00%
Employer contribution in common stock	$ 26,100	25,500
Minimum range of eligible compensation for noncontributory profit sharing feature	0.00%
Maximum range of eligible compensation for noncontributory profit sharing feature	4.00%
Accrued profit sharing expense	$ 11,000	$ 6,000	$ 6,000
Contribution rate of profit sharing expenses	0.0175	0.01	0.01
Limited Partnerships, Capital Commitment	$ 9,000
Equity Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Target investment allocation percentage in equity	65.00%
Debt Securities [Member]
Defined Benefit Plan Disclosure [Line Items]
Target investment allocation percentage in equity	30.00%
Real Estate [Member]
Defined Benefit Plan Disclosure [Line Items]
Target investment allocation percentage in equity	5.00%
Limited Liability Partnerships [Member]
Defined Benefit Plan [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	$ 4,000	$ 5,000
Common Stock [Member]
Defined Benefit Plan [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	12,000	10,000
Common Stock [Member] | Insurance Company Pooled Separate Accounts [Member]
Defined Benefit Plan [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	97,000	92,000
Debt [Member] | Insurance Company Pooled Separate Accounts [Member]
Defined Benefit Plan [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	31,000	29,000
Real Estate Investment [Member] | Insurance Company Pooled Separate Accounts [Member]
Defined Benefit Plan [Abstract]
Defined Benefit Plan, Fair Value of Plan Assets	$ 8,000	$ 8,000

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Retirement Plans (Schedule Of Net Periodic Benefit Cost (Credit) For Pension And Postretirement Plans) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Plan Assets, Contributions by Employer	$ 4
Settlement loss - net periodic benefit cost (credit)	3	$ 2	$ 0
Pension Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Expected Future Benefit Payment, Next Twelve Months	10
Net gain (loss) in AOCI expected to be recognized in next year	(2)
Defined Benefit Plan, Benefit Obligation	154	165	173
Interest cost	6	7	7
Expected return on plan assets	(11)	(11)	(12)
Defined Benefit Plan, Amortization of Gain (Loss)	4	6	6
Defined Benefit Plan, Actuarial Net (Gains) Losses	2	(2)
Defined Benefit Plan, Benefit Obligation, Benefits Paid	19	13
Defined Benefit Plan, Fair Value of Plan Assets	168	161	157
Defined Benefit Plan, Plan Assets, Increase (Decrease) for Actual Return (Loss)	26	13
Defined Benefit Plan, Plan Assets, Contributions by Employer	0	4
Defined Benefit Plan, Funded (Unfunded) Status of Plan	14	(4)
Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position	14	(4)
Defined Benefit Plan, Net Periodic Benefit Cost (Credit)	2	4	1
Accumulated Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax	(28)	(48)
Defined Benefit Plan, Accumulated Other Comprehensive Income (Loss), Gain (Loss), before Tax	(28)	(48)
Defined Benefit Plan, Expected Future Benefit Payment, Year Two	10
Defined Benefit Plan, Expected Future Benefit Payment, Year Three	10
Defined Benefit Plan, Expected Future Benefit Payment, Year Four	10
Defined Benefit Plan, Expected Future Benefit Payment, Year Five	9
Defined Benefit Plan, Expected Future Benefit Payment, Five Fiscal Years Thereafter	45
Supplemental Employee Retirement Plan, Defined Benefit [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Expected Future Benefit Payment, Next Twelve Months	2
Net gain (loss) in AOCI expected to be recognized in next year	0
Defined Benefit Plan, Benefit Obligation	10	10	10
Interest cost	1	1	1
Defined Benefit Plan, Amortization of Gain (Loss)	0	0	0
Defined Benefit Plan, Actuarial Net (Gains) Losses	0	0
Defined Benefit Plan, Benefit Obligation, Benefits Paid	1	1
Defined Benefit Plan, Fair Value of Plan Assets	0	0	0
Defined Benefit Plan, Plan Assets, Increase (Decrease) for Actual Return (Loss)	0	0
Defined Benefit Plan, Plan Assets, Contributions by Employer	1	1
Defined Benefit Plan, Funded (Unfunded) Status of Plan	(10)	(10)
Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position	(10)	(10)
Settlement loss - net periodic benefit cost (credit)	0	0	0
Defined Benefit Plan, Net Periodic Benefit Cost (Credit)	1	1	1
Accumulated Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax	(2)	(2)
Defined Benefit Plan, Accumulated Other Comprehensive Income (Loss), Gain (Loss), before Tax	(2)	(2)
Defined Benefit Plan, Expected Future Benefit Payment, Year Two	1
Defined Benefit Plan, Expected Future Benefit Payment, Year Three	1
Defined Benefit Plan, Expected Future Benefit Payment, Year Four	1
Defined Benefit Plan, Expected Future Benefit Payment, Year Five	1
Defined Benefit Plan, Expected Future Benefit Payment, Five Fiscal Years Thereafter	3
Postretirement Benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Expected Future Benefit Payment, Next Twelve Months	0
Net gain (loss) in AOCI expected to be recognized in next year	0
Defined Benefit Plan, Benefit Obligation	1	1	1
Interest cost	0	0	0
Defined Benefit Plan, Amortization of Gain (Loss)	0	0	0
Defined Benefit Plan, Actuarial Net (Gains) Losses	0	0
Defined Benefit Plan, Benefit Obligation, Benefits Paid	0	0
Defined Benefit Plan, Fair Value of Plan Assets	0	0	0
Defined Benefit Plan, Plan Assets, Increase (Decrease) for Actual Return (Loss)	0	0
Defined Benefit Plan, Plan Assets, Contributions by Employer	0	0
Defined Benefit Plan, Funded (Unfunded) Status of Plan	(1)	(1)
Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position	(1)	(1)
Defined Benefit Plan, Net Periodic Benefit Cost (Credit)	0	0	$ 0
Accumulated Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax	0	0
Defined Benefit Plan, Accumulated Other Comprehensive Income (Loss), Gain (Loss), before Tax	0	$ 0
Defined Benefit Plan, Expected Future Benefit Payment, Year Two	0
Defined Benefit Plan, Expected Future Benefit Payment, Year Three	0
Defined Benefit Plan, Expected Future Benefit Payment, Year Four	0
Defined Benefit Plan, Expected Future Benefit Payment, Year Five	0
Defined Benefit Plan, Expected Future Benefit Payment, Five Fiscal Years Thereafter	$ 0

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Retirement Plans (Summary Of Reconciliation Of The Beginning And Ending Balances Of Assets Measured At Fair Value On A Recurring Basis Using Level 3 Inputs) (Details) - Guaranteed Deposit Account [Member] - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at beginning of year	$ 11
Fair value of plan assets at end of year	9	$ 11
Defined benefit plan investment purchases	17	15
Purchases	(19)	(13)
Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at beginning of year	11	9
Fair value of plan assets at end of year	9	11
Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets at beginning of year	11
Fair value of plan assets at end of year	$ 9	$ 11

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Retirement Plans (Schedule Of Weighted Average Assumptions Based On The Pension Plan) (Details)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Defined Benefit Plan [Abstract]
Discount rate, benefit obligation	3.50%	4.10%	4.20%
Discount rate, net periodic benefit cost	410.00%	420.00%	395.00%
Expected long-term return on plan assets, net periodic benefit cost	725.00%	750.00%	750.00%

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Retirement Plans (Summary Of The Fair Values Of Pension Plan Investments According To The Fair Value Hierarchy And The Weighted Average Allocations) (Details) - USD ($) $ in Millions	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Guaranteed Deposit Account [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension plan investments	$ 9	$ 11
Guaranteed Deposit Account [Member] | Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension plan investments	9	11	$ 9
Guaranteed Deposit Account [Member] | Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension plan investments	9	11
Limited Liability Partnerships [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension plan investments	4	5
Common Stock [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension plan investments	12	10
Common Stock [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension plan investments	12	10
Common Stock [Member] | Insurance Company Pooled Separate Accounts [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension plan investments	97	92
Debt Investments [Member] | Mutual Funds [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension plan investments	7	6
Debt Investments [Member] | Mutual Funds [Member] | Level 1 [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension plan investments	7	6
Debt Investments [Member] | Insurance Company Pooled Separate Accounts [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension plan investments	31	29
Real Estate [Member] | Insurance Company Pooled Separate Accounts [Member]
Defined Benefit Plan Disclosure [Line Items]
Fair values of pension plan investments	$ 8	$ 8

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Retirement Plans Fair values of pension plan assets - Level 3 rolforward (Details) - Guaranteed Deposit Account [Member] - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Defined Benefit Plan Disclosure [Line Items]
Defined benefit plan investment sales	$ (19)	$ (13)
Defined Benefit Plan, Fair Value of Plan Assets	9	11
Defined benefit plan investment purchases	17	15
Fair Value, Inputs, Level 2 [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Fair Value of Plan Assets	$ 9	$ 11	$ 9

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Retirement Plans Retirement Plans (Unfunded Commitments and Redemption) (Details) $ in Millions	Dec. 31, 2017 USD ($)
Retirement Benefits [Abstract]
Retirement Plans, Limited Partnership, Unfunded Commitments	$ 1

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Share-Based Compensation (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise of Stock Options and the Vesting of Restricted Stock and RSUs	$ 9.0	$ 2.0	$ 1.0
Share-Based Compensation Expense, Change	$ 1.0
Restricted Stock	38,978
Restricted Stock Units expected to vest	1,181,384
Share Based Compensation Restricted Stock Value	$ 2.0
Share Based Compensation Restricted Stock Units Aggregate Intrinsic Value	$ 60.0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price	$ 27.99
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term	5 years 1 month 12 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value	$ 21.0
Restricted Stock Units Outstanding	1,709,813	2,047,158	1,798,543	1,769,420
Weighted Average Grant Price of Restricted Stock Forfeited	$ 28.12	$ 26.28	$ 27.17
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price	$ 27.06	$ 26.44	$ 27.30	$ 31.60
Stock Options without a fixed expiration date	21,252
Total shares authorized under stock option and incentive plan	9,000,000
Number of shares available for future grants of stock options or restricted stock	5,009,248
Compensation expense not yet recognized for nonvested share-based awards	$ 26.0
Nonvested share-based awards, expected weighted average period to be recognized, years	2 years 3 months 18 days
Total intrinsic value of stock options exercised	$ 17.0	$ 10.0	$ 7.0
Cash received from the exercise of stock options	23.0	24.0	$ 23.0
Aggregate intrinsic value of outstanding stock options	61.0	59.0
Aggregate intrinsic value of exercisable options	$ 40.0	$ 31.0
Outstanding stock options, Weighted average remaining contractual life (years)	3 years 8 months 12 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number	912,204
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	2,560,571	3,437,910	3,804,095	5,630,502
Total fair value of restricted stock vesting	$ 22.0	$ 19.4
Weighted average issue price	$ 44.55	$ 24.43	$ 29.02
Total fair value granted	$ 22.0	$ 19.4
Stock Issued During Period, Shares, Restricted Stock Award, Gross	314	36,594	22,441
Restricted Stock Units Granted	587,396	1,033,167	790,929
Weighted Average Grant Price of Restricted Stock Units Granted	$ 41.78	$ 21.69	$ 29.06
Restricted Stock Units Vested	(803,492)	(724,713)	(673,385)
Weighted Average Grant Price of Restricted Stock Units Vested	$ 26.19	$ 25.88	$ 24.78
Equity Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding stock options, Weighted average remaining contractual life (years)	2 years 9 months 60 days	3 years
Director [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Units Granted	20,711	32,310	31,080

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Share-Based Compensation (Compensation Expense And Related Tax Benefit For All Share-Based Awards) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Share-based Compensation [Abstract]
Compensation expense	$ 25	$ 26	$ 25
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense	$ 19	$ 9	$ 8

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Share-Based Compensation (Weighted Average Of Fair Value And Significant Assumptions Used In Applying Black-Scholes Model For Options Granted) (Details) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Share-based Compensation [Abstract]
Weighted average of fair value for options granted	$ 10.69	$ 5.24	$ 6.17
Expected dividend yield	1.80%	1.30%	1.30%
Expected volatility	30.00%	30.00%	25.00%
Risk-free interest rate	1.81%	1.21%	1.57%
Expected life (in years)	5 years	5 years	5 years

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Share-Based Compensation (Summary Of Stock Option Activity) (Details) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Balance, Number of shares	3,437,910	3,804,095	5,630,502
Balance, Weighted average exercise price	$ 26.44	$ 27.30	$ 31.60
Granted, Number of shares	195,882	789,651		740,300
Granted, Weighted average exercise price	$ 44.18	$ 21.25		$ 29.01
Exercised, Number of shares	(941,761)	(1,055,532)	(1,165,287)
Exercised, Weighted average exercise price	$ 26.03	$ 23.75	$ 25.11
Expired, Number of shares	(58,257)	(56,297)	(1,322,067)
Expired, Weighted average exercise price	$ 66.20	$ 61.60	$ 48.44
Forfeited, Number of shares	(73,203)	(44,007)	(79,353)
Forfeited, Weighted average exercise price	$ 25.63	$ 27.66	$ 28.09
Balance, Number of shares	2,560,571	3,437,910	3,804,095	5,630,502
Balance, Weighted average exercise price	$ 27.06	$ 26.44	$ 27.30	$ 31.60
Outstanding stock options exercisable, Number of shares	1,648,367	1,892,136	2,187,259
Outstanding stock options exercisable, Weighted average exercise price	$ 26.55	$ 27.60	$ 26.35

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Share-Based Compensation (Schedule Of Additional Selected Information On Stock Options) (Details) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding stock options, Number of shares	2,560,571	3,437,910	3,804,095	5,630,502
Outstanding stock options, Weighted average exercise price	$ 27.06	$ 26.44	$ 27.30	$ 31.60
Outstanding stock options, Weighted average remaining contractual life (years)	3 years 8 months 12 days
Exercisable stock options, Number of shares	1,648,367	1,892,136	2,187,259
Exercisable stock options, Weighted average exercise price	$ 26.55	$ 27.60	$ 26.35
Exercise Price Range $0.32 To $19.99 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding stock options, Number of shares	198,402
Outstanding stock options, Weighted average exercise price	$ 17.39
Outstanding stock options, Weighted average remaining contractual life (years)	1 year 5 months
Exercisable stock options, Number of shares	198,402
Exercisable stock options, Weighted average exercise price	$ 17.39
Exercise Price Range $20.00 To $24.99 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding stock options, Number of shares	744,058
Outstanding stock options, Weighted average exercise price	$ 21.50
Outstanding stock options, Weighted average remaining contractual life (years)	4 years 4 months
Exercisable stock options, Number of shares	276,953
Exercisable stock options, Weighted average exercise price	$ 22.33
Exercise Price Range $25.00 To $29.99 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding stock options, Number of shares	1,346,781
Outstanding stock options, Weighted average exercise price	$ 28.35
Outstanding stock options, Weighted average remaining contractual life (years)	3 years 6 months
Exercisable stock options, Number of shares	1,094,021
Exercisable stock options, Weighted average exercise price	$ 28.30
Exercise Price Range $30.00 To $39.99 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding stock options, Number of shares	32,191
Outstanding stock options, Weighted average exercise price	$ 30.10
Outstanding stock options, Weighted average remaining contractual life (years)	3 years 5 months
Exercisable stock options, Number of shares	32,191
Exercisable stock options, Weighted average exercise price	$ 30.10
Exercise Price Range Fourty Point Zero Zero To Fourty Four Point Nine Nine [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding stock options, Number of shares	192,339
Outstanding stock options, Weighted average exercise price	$ 44.17
Outstanding stock options, Weighted average remaining contractual life (years)	6 years 1 month
Exercisable stock options, Number of shares	0
Exercisable stock options, Weighted average exercise price	$ 0.00
Exercise Price Range $45.00 To $49.99 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Outstanding stock options, Number of shares	46,800
Outstanding stock options, Weighted average exercise price	$ 47.10
Outstanding stock options, Weighted average remaining contractual life (years)	3 months 24 days
Exercisable stock options, Number of shares	46,800
Exercisable stock options, Weighted average exercise price	$ 47.10

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Share-Based Compensation (Summary Of Restricted Stock Activity) (Details) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation [Abstract]
Nonvested restricted shares, Number of shares	38,978	63,255	59,370	161,220
Nonvested restricted shares, Weighted average issue price	$ 25.91	$ 25.43	$ 23.49	$ 21.82
Issued, Number of shares	314	36,594	22,441
Issued, Weighted average issue price	$ 44.55	$ 24.43	$ 29.02
Vested, Number of shares	(24,591)	(32,709)	(123,161)
Vested, Weighted average issue price	$ 24.90	$ 20.80	$ 22.32
Forfeited, Number of shares			(1,130)
Forfeited, Weighted average issue price			$ 23.54

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Share-Based Compensation Share Based Compensation (Summmary of Restricted Stock Unit Activity) (Details) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Units Outstanding	1,709,813	2,047,158	1,798,543	1,769,420
Weighted Average Grant Price of Restricted Stock Units	$ 30.08	$ 25.08	$ 27.39	$ 25.64
Restricted Stock Units Granted	587,396	1,033,167	790,929
Weighted Average Grant Price of Restricted Stock Units Granted	$ 41.78	$ 21.69	$ 29.06
Restricted Stock Units Vested	(803,492)	(724,713)	(673,385)
Restricted Stock Units Forfeited	(121,249)	(59,839)	(88,421)
Weighted Average Grant Price of Restricted Stock Units Vested	$ 26.19	$ 25.88	$ 24.78
Weighted Average Grant Price of Restricted Stock Forfeited	$ 28.12	$ 26.28	$ 27.17

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Income Taxes (Narrative) (Details) - USD ($) $ in Millions		12 Months Ended
	Dec. 31, 2017	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Investments, Owned, Federal Income Tax Note [Line Items]
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount		$ 47.0	$ 0.0	$ 0.0
Current Fiscal Year End Date		--12-31
Effect of Change in Tax Rate, Early Adoption		$ 25.0
Unrecognized Tax Benefits, Decreases Resulting from Prior Period Tax Positions		$ 0.0	0.0	$ 0.0
Effective income tax rate reconciliation, at federal statutory income tax rate		35.00%
Deferred Tax Assets, Valuation Allowance	$ 2.0	$ 2.0	4.0
Deferred Tax Assets Net Operating Loss And Tax Credit Carry Forward Expiring Through Two Thousand Thirty			1.0
Tax Credit Carryforward, Expiration Date	Dec. 31, 2030
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	$ 5.0	5.0	3.0
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	$ 1.0	$ 1.0	$ 0.1

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Income Taxes (Schedule Of Income Taxes (Benefit)) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Income Taxes [Abstract]
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	$ 1.0	$ 0.1
Current Federal, Income taxes (benefit)	166.0	217.0	$ 158.0
Deferred Federal Income taxes (benefit)	146.0	(4.0)	(32.0)
Federal Income taxes (benefit) total	312.0	213.0	126.0
Current State, Income taxes (benefit)	24.0	27.0	14.0
Deferred State, Income taxes (benefit)	8.0	(4.0)	2.0
State Income taxes (benefit) total	32.0	23.0	16.0
Income Tax Expense (Benefit), Total	$ 344.0	$ 236.0	$ 142.0

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Income Taxes (Schedule Of Statutory Federal Income Tax Rate Reconciles To Actual Income Tax Expense (Benefit)) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Income Taxes [Abstract]
Deferred Tax Assets, Valuation Allowance	$ 2	$ 4
Income tax expense (benefit) at statutory federal rate	327	247	$ 158
State income taxes, net	21	15	10
Other nondeductible expenses	3	3	3
Nontaxable income	(33)	(25)	(20)
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Amount	(8)	0	0
Tax credits and other taxes	(1)	(2)	(3)
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Amount	47	0	0
Other	(14)	(2)	(6)
Income Tax Expense (Benefit), Total	$ 344	$ 236	$ 142

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Income Taxes (Schedule Of Tax Effects Of Deferred Tax Assets And Deferred Tax Liabilities) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Income Taxes [Abstract]
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions	$ 0	$ 0	$ 0
Gross deferred tax assets, Book loan loss deduction in excess of tax	143	241
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Postretirement Benefits	8	19
Gross deferred tax assets, Deferred compensation	48	87
Gross deferred tax assets, Security investments and derivative fair value adjustments	40	57
Gross deferred tax assets, Net operating losses, capital losses and tax credits	2	5
FDIC Supported Transactions	2	5
Gross deferred tax assets, Other	34	46
Gross deferred tax assets	277	460
Gross deferred tax assets, Valuation allowance	(2)	(4)
Total deferred tax assets	275	456
Gross deferred tax liabilities, Core deposits and purchase accounting	0	(1)
Gross deferred tax liabilities, Premises and equipment, due to differences in depreciation	(51)	(8)
Gross deferred tax liabilities, FHLB stock dividends	(3)	(4)
Gross deferred tax liabilities, Leasing operations	(52)	(75)
Gross deferred tax liabilities, Prepaid expenses	(5)	(7)
Gross deferred tax liabilities, Prepaid pension reserves	(11)	(17)
Deferred Tax Liabilities, Mortgage Servicing Rights	(7)	(10)
Gross deferred tax liabilities, Subordinated debt modification	(9)	(31)
Deferred Tax Liabilities, Financing Arrangements	(23)	(25)
Deferred Tax Liabilities, Investments	(21)	(28)
Total deferred tax liabilities	(182)	(206)
Net deferred tax assets	$ 93	$ 250

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Income Taxes (Schedule Of Reconciliation Of Gross Unrecognized Tax Benefits) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Taxes [Abstract]
Balance at beginning of year	$ 6	$ 4	$ 5	$ 3
Tax positions related to current year, Additions	1	1	1
Tax positions related to current year, Reductions	0	0	0
Tax positions related to prior years, Additions	1	1	1
Tax positions related to prior years, Reductions	0	0	0
Tax Adjustments, Settlements, and Unusual Provisions	0	0	0
Lapses in statutes of limitations	0	(3)	0
Balance at end of year	$ 6	$ 4	$ 5

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Net Earnings Per Common Share (Basic And Diluted Net Earnings Per Common Share Based On The Weighted Average Outstanding Shares) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	$ 124	$ 161	$ 168	$ 139	$ 137	$ 127	$ 114	$ 91	$ 592	$ 469	$ 309
Less common and preferred dividends, Basic									(131)	(115)	(108)
Undistributed Earnings, Diluted									461	354	201
Undistributed Earnings (Loss) Allocated to Participating Securities, Basic									4	4	2
Undistributed earnings (loss) applicable to nonvested shares, Basic									457	350	199
Distributed earnings applicable to common shares, Basic									(88)	(57)	(45)
Net earnings (loss) applicable to common shareholders									$ 545	$ 407	$ 244
Weighted average common shares outstanding									200,776	203,855	203,265
Net earnings (loss) per common share, Basic	$ 0.57	$ 0.75	$ 0.76	$ 0.63	$ 0.61	$ 0.57	$ 0.44	$ 0.38	$ 2.71	$ 2.00	$ 1.20
Additional weighted average dilutive shares, Diluted									8,877	414	433
Weighted average diluted common shares outstanding, Diluted									209,653	204,269	203,698
Net earnings (loss) per common share, Diluted	$ 0.54	$ 0.72	$ 0.73	$ 0.61	$ 0.60	$ 0.57	$ 0.44	$ 0.38	$ 2.60	$ 1.99	$ 1.20

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Net Earnings Per Common Share Net Earnings Per Common Share Narrative (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016
Preferred stock redemption	$ 0	$ 0	$ (2)	$ 0	$ 0	$ 0	$ (10)	$ 0
Dividends									$ (2)	$ (10)

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Operating Segment Information (Details) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2017 USD ($) Branches	Sep. 30, 2017 USD ($)	Jun. 30, 2017 USD ($)	Mar. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Sep. 30, 2016 USD ($)	Jun. 30, 2016 USD ($)	Mar. 31, 2016 USD ($)	Dec. 31, 2017 USD ($) Branches	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Segment Reporting Information [Line Items]
Current Fiscal Year End Date									--12-31
Interest Income (Expense), Net	$ 526	$ 522	$ 528	$ 489	$ 480	$ 469	$ 465	$ 453	$ 2,065	$ 1,867	$ 1,715
Provision for Loan and Lease Losses	(11)	5	7	23	(3)	19	35	42	24	93	40
Interest Income (Expense), after Provision for Loan Loss									2,041	1,774	1,675
Noninterest Income	140	140	132	132	128	145	126	117	544	516	357
Noninterest Expense	$ 417	413	405	414	404	403	382	396	$ 1,649	1,585	1,581
Number of community regional banks operating in distinct geographical areas	7								7
Income (Loss) from Continuing Operations before Income Taxes, Domestic	$ 260	$ 244	$ 248	$ 184	$ 207	$ 192	$ 174	$ 132	$ 936	705	451
Income Tax Expense (Benefit)									344	236	142
Commerce Bank Of Washington [Member]
Segment Reporting Information [Line Items]
Interest Income (Expense), Net									46	38	28
Provision for Loan and Lease Losses									2	0	(3)
Interest Income (Expense), after Provision for Loan Loss									44	38	31
Noninterest Income									5	5	4
Noninterest Expense									20	19	17
Income (Loss) from Continuing Operations before Income Taxes, Domestic									29	24	18
Average Loans And Leases									926	791	707
Average Deposits									1,107	1,007	879
California Bank And Trust [Member]
Segment Reporting Information [Line Items]
Interest Income (Expense), Net									476	434	377
Provision for Loan and Lease Losses									(5)	(9)	(4)
Interest Income (Expense), after Provision for Loan Loss									481	443	381
Noninterest Income									75	67	63
Noninterest Expense									299	290	294
Income (Loss) from Continuing Operations before Income Taxes, Domestic									257	220	150
Average Loans And Leases									9,539	9,211	8,556
Average Deposits									11,030	10,827	10,063
Amegy Corporation [Member]
Segment Reporting Information [Line Items]
Interest Income (Expense), Net									483	460	387
Provision for Loan and Lease Losses									25	163	91
Interest Income (Expense), after Provision for Loan Loss									458	297	296
Noninterest Income									118	123	121
Noninterest Expense									336	326	373
Income (Loss) from Continuing Operations before Income Taxes, Domestic									240	94	44
Average Loans And Leases									11,021	10,595	10,148
Average Deposits									11,096	11,130	11,495
Zions Bank [Member]
Segment Reporting Information [Line Items]
Interest Income (Expense), Net									650	624	544
Provision for Loan and Lease Losses									19	(22)	(28)
Interest Income (Expense), after Provision for Loan Loss									631	646	572
Noninterest Income									151	149	133
Noninterest Expense									436	424	430
Income (Loss) from Continuing Operations before Income Taxes, Domestic									346	371	275
Average Loans And Leases									12,481	12,538	12,118
Average Deposits									15,986	15,991	15,688
Vectra Bank Colorado [Member]
Segment Reporting Information [Line Items]
Interest Income (Expense), Net									126	120	101
Provision for Loan and Lease Losses									1	(8)	5
Interest Income (Expense), after Provision for Loan Loss									125	128	96
Noninterest Income									25	23	21
Noninterest Expense									101	97	98
Income (Loss) from Continuing Operations before Income Taxes, Domestic									49	54	19
Average Loans And Leases									2,644	2,469	2,400
Average Deposits									2,756	2,720	2,792
Nevada State Bank [Member]
Segment Reporting Information [Line Items]
Interest Income (Expense), Net									134	122	94
Provision for Loan and Lease Losses									(11)	(28)	(28)
Interest Income (Expense), after Provision for Loan Loss									145	150	122
Noninterest Income									40	39	36
Noninterest Expense									139	137	131
Income (Loss) from Continuing Operations before Income Taxes, Domestic									46	52	27
Average Loans And Leases									2,357	2,284	2,344
Average Deposits									4,254	4,137	3,891
National Bank Of Arizona [Member]
Segment Reporting Information [Line Items]
Interest Income (Expense), Net									206	190	152
Provision for Loan and Lease Losses									(8)	(3)	8
Interest Income (Expense), after Provision for Loan Loss									214	193	144
Noninterest Income									40	40	36
Noninterest Expense									148	144	133
Income (Loss) from Continuing Operations before Income Taxes, Domestic									106	89	47
Average Loans And Leases									4,267	4,086	3,811
Average Deposits									4,762	4,576	4,311
Consolidated Entities [Member]
Segment Reporting Information [Line Items]
Interest Income (Expense), Net									2,065	1,867	1,715
Provision for Loan and Lease Losses									24	93	40
Interest Income (Expense), after Provision for Loan Loss									2,041	1,774	1,675
Noninterest Income									544	516	357
Noninterest Expense									1,649	1,585	1,581
Income (Loss) from Continuing Operations before Income Taxes, Domestic									936	705	451
Average Loans And Leases									43,501	42,062	40,171
Average Deposits									52,200	50,595	48,638
Other Segment [Member]
Segment Reporting Information [Line Items]
Interest Income (Expense), Net									(56)	(121)	32
Provision for Loan and Lease Losses									1	0	(1)
Interest Income (Expense), after Provision for Loan Loss									(57)	(121)	33
Noninterest Income									90	70	(57)
Noninterest Expense									170	148	105
Income (Loss) from Continuing Operations before Income Taxes, Domestic									(137)	(199)	(129)
Average Loans And Leases									266	88	87
Average Deposits									$ 1,209	$ 207	$ (481)
Vectra Bank Colorado [Member] | COLORADO
Segment Reporting Information [Line Items]
Number of Branches | Branches	36								36
Vectra Bank Colorado [Member] | New Mexico [Member]
Segment Reporting Information [Line Items]
Number of Branches | Branches	1								1
National Bank Of Arizona [Member]
Segment Reporting Information [Line Items]
Number of Branches | Branches	58								58
Commerce Bank Of Washington [Member] | WASHINGTON
Segment Reporting Information [Line Items]
Number of Branches | Branches	1								1
Commerce Bank Of Washington [Member] | OREGON
Segment Reporting Information [Line Items]
Number of Branches | Branches	1								1
California Bank And Trust [Member] | CALIFORNIA
Segment Reporting Information [Line Items]
Number of Branches | Branches	92								92
Zions Bank [Member] | UTAH
Segment Reporting Information [Line Items]
Number of Branches | Branches	97								97
Zions Bank [Member] | IDAHO
Segment Reporting Information [Line Items]
Number of Branches | Branches	23								23
Zions Bank [Member] | WYOMING
Segment Reporting Information [Line Items]
Number of Branches | Branches	1								1
Amegy Corporation [Member]
Segment Reporting Information [Line Items]
Number of Branches | Branches	73								73
Nevada State Bank [Member]
Segment Reporting Information [Line Items]
Number of Branches | Branches	50								50

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Quarterly Financial Information (Financial Information By Quarter) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Quarterly Financial Information Disclosure [Abstract]
Gross interest income	$ 562	$ 557	$ 558	$ 515	$ 501	$ 491	$ 487	$ 475	$ 2,192	$ 1,954	$ 1,833
Net interest income	526	522	528	489	480	469	465	453	2,065	1,867	1,715
Provision for loan losses	(11)	5	7	23	(3)	19	35	42	24	93	40
Noninterest Income	140	140	132	132	128	145	126	117	544	516	357
Noninterest expense	417	413	405	414	404	403	382	396	1,649	1,585	1,581
Income before income taxes	260	244	248	184	207	192	174	132	936	705	451
Net income (loss)	124	161	168	139	137	127	114	91	592	469	309
Preferred stock dividends	(10)	(8)	(12)	(10)	(12)	(10)	(14)	(12)
Other Preferred Stock Dividends and Adjustments									(40)	(48)	(62)
Preferred stock redemption	0	0	(2)	0	0	0	(10)	0
Preferred Stock Redemption											0
Net earnings applicable to common shareholders	$ 114	$ 153	$ 154	$ 129	$ 125	$ 117	$ 90	$ 79	$ 550	$ 411	$ 247
Basic, per share	$ 0.57	$ 0.75	$ 0.76	$ 0.63	$ 0.61	$ 0.57	$ 0.44	$ 0.38	$ 2.71	$ 2.00	$ 1.20
Diluted	$ 0.54	$ 0.72	$ 0.73	$ 0.61	$ 0.60	$ 0.57	$ 0.44	$ 0.38	$ 2.60	$ 1.99	$ 1.20

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Parent Company Financial Information (Condensed Balance Sheets) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Interest paid	$ 118,000	$ 83,000	$ 102,000
Held-to-maturity, fair value	762,000
Cash and due from banks	548,000	737,000	798,000	$ 842,000
Interest-bearing deposits	782,000	1,411,000
Available-for-sale, at fair value	15,161,000	13,372,000
Other noninterest-bearing investments	1,029,000	884,000
Other assets	916,000	984,000
Total assets	66,288,000	63,239,000
Other liabilities	571,000	942,000
Long-term debt	383,000	535,000
Total liabilities	58,609,000	55,605,000
Preferred stock	566,000	710,000
Common Stock	4,445,000	4,725,000
Retained earnings	2,807,000	2,321,000
Accumulated Other Comprehensive Income (Loss), Net of Tax	(139,000)	(122,000)	(55,000)
Total shareholders' equity	7,679,000	7,634,000	7,507,000	7,369,000
Total liabilities and shareholders' equity	66,288,000	63,239,000
Allowance for loan losses	518,000	567,000	606,000
Parent Company [Member]
Interest paid	26,000	35,000	51,000
Cash and due from banks	0	2,000	$ 18,000	$ 24,000
Interest-bearing deposits	332,000	529,000
Held-to-maturity Securities		0
Available-for-sale, at fair value	30,000	40,000
Loans Receivable, Net		0
Other noninterest-bearing investments	36,000	29,000
Other assets	32,000	81,000
Total assets	8,091,000	8,257,000
Other liabilities	30,000	89,000
Total liabilities	412,000	623,000
Preferred stock	566,000	710,000
Common Stock	4,445,000	4,725,000
Retained earnings	2,807,000	2,321,000
Accumulated Other Comprehensive Income (Loss), Net of Tax	(139,000)	(122,000)
Total shareholders' equity	7,679,000	7,634,000
Total liabilities and shareholders' equity	8,091,000	8,257,000
Parent Company [Member] | Due To Others [Member]
Long-term debt	382,000	534,000
Parent Company [Member] | Other Operating Companies [Member]
Investments in subsidiaries	41,000	6,000
Parent Company [Member] | Commercial Banks And Bank Holding Company [Member]
Investments in subsidiaries	$ 7,620,000	$ 7,570,000

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Parent Company Financial Information (Condensed Statements Of Income) (Details) - USD ($) $ in Millions	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Other loans and securities									$ 1,847	$ 1,729	$ 1,686
Total interest income	$ 562	$ 557	$ 558	$ 515	$ 501	$ 491	$ 487	$ 475	2,192	1,954	1,833
Total interest expense									127	87	118
Net interest loss	(526)	(522)	(528)	(489)	(480)	(469)	(465)	(453)	(2,065)	(1,867)	(1,715)
Provision for loan losses	11	(5)	(7)	(23)	3	(19)	(35)	(42)	(24)	(93)	(40)
Net interest loss after provision for loan losses									2,041	1,774	1,675
Other income (loss)									(5)	(12)	(11)
Total noninterest income	140	140	132	132	128	145	126	117	544	516	357
Salaries and employee benefits									1,011	983	973
Extinguishment of Debt, Amount									0	1	3
Total noninterest expense	417	413	405	414	404	403	382	396	1,649	1,585	1,581
Income taxes (benefit)									344	236	142
Preferred stock dividends	(10)	(8)	(12)	(10)	(12)	(10)	(14)	(12)
Net earnings applicable to common shareholders	$ 114	$ 153	$ 154	$ 129	$ 125	$ 117	$ 90	$ 79	550	411	247
Parent Company [Member]
Commercial bank subsidiaries									0	1	1
Other loans and securities									1	2	3
Total interest income									1	3	4
Affiliated trusts									0	3	4
Other borrowed funds									25	34	64
Total interest expense									25	37	68
Net interest loss									24	34	64
Equity and fixed income securities gains (losses), net									0	0	37
Other income (loss)									(7)	(4)	(13)
Total noninterest income									594	267	284
Salaries and employee benefits									24	23	25
Other operating expenses									8	(14)	10
Total noninterest expense									32	9	35
Income (loss) before income taxes and undistributed income (loss) of consolidated subsidiaries									538	224	185
Income taxes (benefit)									(42)	(19)	(27)
Income before equity in undistributed income (loss) of consolidated subsidiaries									580	243	212
Net Income (Loss) Attributable to Parent									592	469	309
Preferred stock dividends									(40)	(48)	(62)
Preferred stock redemption									(2)	(10)	0
Net earnings applicable to common shareholders									550	411	247
Parent Company [Member] | Other Operating Companies [Member]
Equity in undistributed income (loss) of consolidated subsidiaries									0	(4)	(11)
Parent Company [Member] | Commercial Banks And Bank Holding Company [Member]
Dividends from consolidated subsidiaries									587	263	234
Equity in undistributed income (loss) of consolidated subsidiaries									$ 12	$ 230	$ 108

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Parent Company Financial Information (Condensed Statements Of Cash Flows) (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Net cash used in operating activities	$ 928	$ 596	$ 464
Other, net	8	7	18
Net cash provided by (used in) investing activities	(3,919)	(3,436)	(2,579)
Net change in short-term funds borrowed	2,149	480	103
Repayments of long-term debt	(153)	(280)	(288)
Payments for Repurchase of Common Stock	(332)	(97)	(7)
Other, net	0	2	(1)
Net cash provided by (used in) financing activities	2,802	2,779	2,071
Net increase (decrease) in cash and due from banks	(189)	(61)	(44)
Cash and Due From Banks - Beginning of Year	548	737	798	$ 842
Interest paid	118	83	102
Extinguishment of Debt, Amount	0	1	3
Other Noncash Income (Expense)	(29)	(15)	(30)
Parent Company [Member]
Net income (loss) applicable to controlling interest	592	469	309
Undistributed net losses (income) of consolidated subsidiaries	(12)	(226)	(97)
Net cash used in operating activities	524	212	290
Net decrease (increase) in interest-bearing deposits	196	347	132
Collection of advances to subsidiaries	0	0	56
Advances to subsidiaries	0	0	(41)
Proceeds from Sale and Maturity of Marketable Securities	20	4	125
Purchases of investment securities	0	0	(47)
Decrease (increase) of investment in subsidiaries	0	0	15
Other, net	2	7	4
Net cash provided by (used in) investing activities	218	358	244
Repayments of long-term debt	(164)	(280)	(271)
Proceeds from issuance of common stock and warrants	25	25	22
Cash paid for preferred stock redemption	(144)	(126)	(176)
Payments for Repurchase of Common Stock	(332)	(97)	(7)
Dividends paid on preferred stock	(40)	(50)	(63)
Dividends, Common Stock, Cash	(89)	(58)	(45)
Net cash provided by (used in) financing activities	(744)	(586)	(540)
Net increase (decrease) in cash and due from banks	(2)	(16)	(6)
Cash and Due From Banks - Beginning of Year	0	2	18	$ 24
Interest paid	26	35	51
Other Noncash Income (Expense)	$ (56)	$ (31)	$ 78