As filed with the Securities and Registration No. 333-
Exchange Commission on March _____, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S - 8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ZIONS BANCORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
UTAH 87-0227400
- --------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
ONE SOUTH MAIN, SUITE 1380
SALT LAKE CITY, UTAH 84111
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Zions Bancorporation
1996 Non-Employee Directors Stock Option Plan
Hemingway Stock Option Agreement
---------------------------------------------
(Full title of plans)
Harris H. Simmons
President and Chief Executive Officer
ZIONS BANCORPORATION
One South Main, Suite 1380
Salt Lake City, Utah 84111
---------------------------------------
(Name and address of agent for service)
(801) 524-4787
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
Copy to:
Laurie S. Hart, Esq.
Callister Nebeker & McCullough
Gateway Tower East, Suite 900
10 East South Temple
Salt Lake City, Utah 84133
(801) 530-7300
<TABLE>
<CAPTION>
====================================================================================================
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
Title of each Proposed maximum Proposed maximum
class of securities Amount to be offering price aggregate offering Amount of
to be registered registered(1) per unit price registration fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
No Par Value 100,000(2) $66.41(4) $6,641,000 $1,846.20
Common Stock,
No Par Value 20,000(3) $66.41(4) $1,328,200 $ 369.24
Total 120,000 $7,969,200 $2,215.44
</TABLE>
1
<PAGE>
(1) Pursuant to Rule 416, this Registration Statement shall also cover any
additional shares of Zions Bancorporation common stock that become
issuable under the 1996 Non-Employee Directors Stock Option Plan and
the Hemingway Stock Option Agreement by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected
without the receipt of consideration that increases the number of
Zions Bancorporation's outstanding shares of common stock.
(2) Issuable pursuant to Zions Bancorporation 1996 Non-Employee Directors
Stock Option Plan.
(3) Issuable pursuant to the Hemingway Stock Option Agreement.
(4) Estimated solely for the purpose of computing the registration fee
required by Section 6(b) of the Securities Act of 1933 and computed
pursuant to Rule 457(h)(1) under the Securities Act based on the
average of the high and low prices of the common stock on March 5,
1999, as reported on the Nasdaq National Market.
The Exhibit Index appears after the signature page of this Registration
Statement.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
Item I. Plan Information.
Zions Bancorporation will send or give the documents containing the
information specified in this Item 1 to its directors and to Mr. Hemingway as
specified by Rule 428(b)(1). In accordance with the rules and regulations of the
Securities and Exchange Commission and the instructions to Form S-8, Zions
Bancorporation is not filing such documents with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act.
Item II. Registrant Information and Employee Plan Annual Information.
Zions Bancorporation will send or give the documents containing the
information specified in this Item 1 to its directors and to Mr. Hemingway as
specified by Rule 428(b)(1). In accordance with the rules and regulations of the
Securities and Exchange Commission and the instructions to Form S-8, Zions
Bancorporation is not filing such documents with the Securities and Exchange
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act.
PART II
Item 3. Incorporation of Certain Documents by Reference
The following documents previously filed by Zions Bancorporation with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
o Zions Bancorporation's Annual Report on Form 10-K for the year
ended December 31, 1997, filed pursuant to the Securities
Exchange Act of 1934;
o Zions Bancorporation's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1998, June 30, 1998 and September 30,
1998, filed pursuant to the Securities Exchange Act;
o Zions Bancorporation's Current Reports on Form 8-K filed by
Zions Bancorporation on February 6, 1998, April 3, 1998, April
15, 1998, May 18, 1998, May 27, 1998 (Form 8-K/A), October 14,
1998, and December 10, 1998 (Form 8-K/A), filed pursuant to
the Securities Exchange Act;
o The description of Zions Bancorporation common stock which is
contained in Zions Bancorporation's registration statement on
Form 10, and any amendment or report filed to update such
description; and
o The description of the Zions Bancorporation Rights Plan
contained in Zions Bancorporation's registration statement on
Form 8-A dated October 10, 1996, and any amendment or report
filed to update such description.
2
<PAGE>
All documents subsequently filed with the Securities and Exchange
Commission by Zions Bancorporation pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
that indicates that all securities offered have been sold or that deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference in this Registration Statement shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities
Does not apply.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
The Articles of Incorporation of Zions Bancorporation provide that no
director of Zions Bancorporation will be personally liable to Zions
Bancorporation or its shareholders for money damages for any breach of fiduciary
duty by such director while acting as a director, except for liability:
(1) for any breach of the director's duty of loyalty to Zions
Bancorporation or its shareholders;
(2) for acts of omissions not in good faith or which involve
intentional misconduct or knowing violation of the law; or
(3) for any transaction from which the director obtained an
improper personal benefit.
Part 9 of the Utah Revised Business Corporation Act contains provisions
entitling directors and officers of Zions Bancorporation to indemnification
under certain conditions from judgments, fines, amounts paid in settlement, and
reasonable expenses, including attorneys' fees, as the result of an action or
proceeding in which they may be involved by reason of being or having been a
director or officer of Zions Bancorporation. Indemnification under Utah
corporate law is generally permissible if the conduct of the director or officer
was in good faith and the director or officer reasonably believed that his
conduct was in, or not opposed to, Zions Bancorporation's best interests. In a
criminal case, indemnification is generally permissible if a director or officer
had no reasonable cause to believe his conduct was unlawful. Indemnification
under Utah law will not be permitted in connection with a proceeding by or in
the right of Zions Bancorporation in which the director or officer was adjudged
liable to Zions Bancorporation, or in connection with any other proceeding in
which the officer or director was adjudged liable on the basis that he obtained
an improper personal benefit.
Mandatory indemnification is required under Utah law for a director or
officer who is successful, on the merits or otherwise, in the defense of any
proceeding, or any claim, issue or matter in a proceeding, to which he was a
party because he is or was an officer or director of Zions Bancorporation. A
court may order indemnification where mandatory under Utah law or if the court
determines that the officer or director is fairly and reasonably entitled to
indemnification in view of all relevant circumstances and regardless of whether
the officer or director met the applicable standard of conduct or was adjudged
liable to Zions Bancorporation or adjudged liable on the basis that he derived
an improper personal benefit.
Payment of expenses for officers and directors is permitted in advance of a
final disposition of a proceeding on certain conditions, including the
following:
o Furnishing of written affirmation by the officer or
director of his good faith belief that he has met the applicable
standard of conduct,
o Furnishing of a written agreement to repay the advance if
the officer or director is ultimately determined not to have met
the applicable standard of conduct, and
3
<PAGE>
o A determination is made that the facts then known to the
persons making the determination would not preclude
indemnification under Utah law. This determination is to be made
either by the Board of Directors, a committee of the Board of
Directors, special counsel, or the shareholders, under conditions
and procedures generally designed to assure the independence of
the body making the determination.
Zions Bancorporation maintains officers' and directors' indemnity insurance
against expenses of defending claims or payment of amounts arising out of
good-faith conduct believed by the officer or director to be in or not opposed
to the best interests of Zions Bancorporation.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling Zions
Bancorporation pursuant to the foregoing arrangements, Zions Bancorporation has
been informed that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed
Does not apply.
Item 8. Exhibits
The following is a list of exhibits filed as part of this Registration
Statement:
Exhibit No. Description of Exhibit and Method of Filing
- ------------------------------------ -------------------------------------------
4.1 Restated Articles of Incorporation of Zions
Bancorporation dated November 8, 1993, and
filed with the Utah Division of
Corporations and Commercial Code on
November 9, 1993, and incorporated by
reference to Exhibit 3.1 to Zions
Bancorporation's Form S-4 Registration
Statement, File No. 33-51145, filed on
November 22, 1993.
4.2 Restated Bylaws of Zions Bancorporation,
dated November 8, 1993, and incorporated by
reference to Exhibit 3.2 to Zions
Bancorporation's Form S-4 Registration
Statement, File No. 33-51145, filed
November 22, 1993.
4.3 Amendment to the Restated Bylaws of Zions
Bancorporation, dated September 18, 1998,
and incorporated by reference to Exhibit 3
to Zions Bancorporation's Quarterly Report
on Form 10-Q for the quarter ended
September 30, 1998, File No. 0-02610.
4.4 Articles of Amendment to the Restated
Articles of Incorporation of Zions
Bancorporation dated April 30, 1997 and
filed with the Utah Division of
Corporations and Commercial Code on May 2,
1997, and incorporated by reference to
Exhibit 3.1 of Zions Bancorporation's
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, File No.
0-2610.
4.5 Articles of Amendment to the Restated
Articles of Incorporation of Zions
Bancorporation dated April 24, 1998 and
filed with the Utah Division of
Corporations and Commercial Code on April
27, 1997, and incorporated by reference to
Exhibit 3 of Zions Bancorporation's
Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998, File No.
0-02610.
4.6 Shareholder Protection Rights Agreement,
dated as of September 27, 1996, between
Zions Bancorporation and Zions First
National Bank as Rights Agent, and
incorporated by reference to Exhibit 1 to
Zions Bancorporation's Form 8- K, filed
October 12, 1996.
4.7 Zions Bancorporation 1996 Non-Employee
Directors Stock Option Plan.
4.8 Stock Option Agreement between Zions Utah
Bancorporation, which is now known as Zions
Bancorporation, and W. David Hemingway.
4.9 Amended Stock Option Agreement between
Zions Utah Bancorporation, which
is now known as Zions Bancorporation, and
W. David Hemingway.
5.1 Opinion of Callister Nebeker & McCullough
Regarding Legality.
4
<PAGE>
Exhibit No. Description of Exhibit and Method of Filing
- ------------------------------------ -------------------------------------------
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Callister Nebeker & McCullough
that is included in Exhibit 5.1.
24.1 Powers of Attorney, which are included as
part of the signature page of this
Registration Statement.
Item 9. Undertakings
Zions Bancorporation hereby undertakes:
(1) (a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement, or the
most recent post-effective amendment thereof, which
individually or in the aggregate represent a fundamental
change in the information set forth in the Registration
Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do
not apply if the registration statement is on Form S-3, Form
S-8 or Form F-3, and the information required to be included
in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission
by Zions Bancorporation pursuant to Section 13 or Section
15(d) of the Securities Exchange Act that are incorporated by
reference in the registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(2) Zions Bancorporation hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of Zions Bancorporation's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act, that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Zions Bancorporation pursuant to the foregoing provisions, or
otherwise, Zions Bancorporation has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by Zions Bancorporation of expenses incurred or
paid by a director, officer or controlling person of Zions
Bancorporation in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, Zions
Bancorporation will, unless in the opinion of its counsel the matter
has been settled by the controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Zions
Bancorporation, the registrant, certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Salt Lake, State of Utah,
on the 10th day of March 1999.
ZIONS BANCORPORATION
By:/S/ Harris H. Simmons
-------------------------
Harris H. Simmons, President
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Harris H. Simmons and Dale M. Gibbons, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full powers of substitution
and resubstitution for him in his name, place, and stead, in any and all
capacities to sign any and all pre-effective amendments to this registration
statement and to file the same with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission under the
Securities Act of 1933.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 10th day of March 1999.
/S/ Harris H. Simmons President, Chief Executive March 10, 1999
- --------------------- Officer and Director
Harris H. Simmons
/S/ Dale M. Gibbons Executive Vice President March 10, 1999
- --------------------- and Chief Financial Officer
Dale M. Gibbons
/S/ Nolan X. Bellon Senior Vice President March 10, 1999
- --------------------- and Controller
Nolan X. Bellon
/S/ Roy W. Simmons Chairman and Director March 10, 1999
- ---------------------
Roy W. Simmons
/S/ Jerry C. Atkin Director March 10, 1999
- ---------------------
Jerry C. Atkin
/S/ R.D. Cash Director March 10, 1999
- ---------------------
R.D. Cash
/S/ L.E. Simmons Director March 10, 1999
- ---------------------
L.E. Simmons
/S/ Grant R. Caldwell Director March 10, 1999
- ---------------------
Grant R. Caldwell
/S/ I.J. Wagner Director March 10, 1999
- ---------------------
I.J. Wagner
/S/ Roger B. Porter Director March 10, 1999
- ---------------------
Roger B. Porter
/S/ Richard H. Madsen Director March 10, 1999
- ---------------------
Richard H. Madsen
/S/ Robert G. Sarver Director March 10, 1999
- ---------------------
Robert G. Sarver
/S/ Shelley Thomas Director March 10, 1999
- ---------------------
Shelley Thomas
6
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit and Method of Filing
- ------------------------------------ -------------------------------------------
4.1 Restated Articles of Incorporation of Zions
Bancorporation dated November 8, 1993, and
filed with the Utah Division of
Corporations and Commercial Code on
November 9, 1993, and incorporated by
reference to Exhibit 3.1 to Zions
Bancorporation's Form S-4 Registration
Statement, File No. 33-51145, filed on
November 22, 1993.
4.2 Restated Bylaws of Zions Bancorporation,
dated November 8, 1993, and incorporated by
reference to Exhibit 3.2 to Zions
Bancorporation's Form S-4 Registration
Statement, File No. 33-51145, filed
November 22, 1993.
4.3 Amendment to the Restated Bylaws of Zions
Bancorporation, dated September 18, 1998,
and incorporated by reference to Exhibit 3
to Zions Bancorporation's Quarterly Report
on Form 10-Q for the quarter ended
September 30, 1998, File No. 0-02610.
4.4 Articles of Amendment to the Restated
Articles of Incorporation of Zions
Bancorporation dated April 30, 1997 and
filed with the Utah Division of
Corporations and Commercial Code on May 2,
1997, and incorporated by reference to
Exhibit 3.1 of Zions Bancorporation's
Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, File No.
0-2610.
4.5 Articles of Amendment to the Restated
Articles of Incorporation of Zions
Bancorporation dated April 24, 1998 and
filed with the Utah Division of
Corporations and Commercial Code on April
27, 1997, and incorporated by reference to
Exhibit 3 of Zions Bancorporation's
Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998, File No.
0-02610.
4.6 Shareholder Protection Rights Agreement,
dated as of September 27, 1996, between
Zions Bancorporation and Zions First
National Bank as Rights Agent, and
incorporated by reference to Exhibit 1 to
Zions Bancorporation's Form 8- K, filed
October 12, 1996.
4.7 Zions Bancorporation 1996 Non-Employee
Directors Stock Option Plan.
4.8 Stock Option Agreement between Zions Utah
Bancorporation, which is now known as Zions
Bancorporation, and W. David Hemingway.
4.9 Amended Stock Option Agreement between
Zions Utah Bancorporation, which
is now known as Zions Bancorporation, and
W. David Hemingway.
5.1 Opinion of Callister Nebeker & McCullough
Regarding Legality.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Callister Nebeker & McCullough
that is included in Exhibit 5.1.
24.1 Powers of Attorney, which are included as
part of the signature page of this
Registration Statement.
7
EXHIBIT 4.7
ZIONS BANCORPORATION
1996 NON-EMPLOYEE DIRECTORS
STOCK OPTION PLAN
SECTION 1
PURPOSE OF THE PLAN
The Zions Bancorporation Stock Option Plan for Non-Employee Directors
(the "Plan") is intended to provide a method whereby the non-employee voting
directors (the "Directors") of Zions Bancorporation (the "Company"), who are
responsible for reviewing and monitoring the performance of the Company and the
performance of the Company's officers, may be encouraged to acquire a stock
ownership in the Company, thereby promoting the interests of the Company and all
its stockholders. Accordingly, the Company, during the term of the Plan, will
grant options to the Directors to purchase shares of the Company's common stock,
subject to the conditions hereinafter provided.
SECTION 2
ADMINISTRATION OF THE PLAN
2.1. The Plan shall be administered by the Pension and Benefits
Committee (the "Committee") which consists of officers of the Company. The
Committee shall keep records of action taken at its meetings.
2.2. The Committee shall interpret the Plan and prescribe such rules,
regulations and procedures in connection with the operation of the Plan as it
shall deem to be necessary and advisable for the administration of the Plan
consistent with the purposes and terms of the Plan. All questions of
interpretation and application of the Plan, or as to options granted under the
Plan, shall be subject to the determination of the Committee, which shall be
final and binding.
8
<PAGE>
2.3. Notwithstanding the above, the selection of the Directors to whom
options are to be granted, the timing of such grants, the number of shares
subject to any option, the exercise price of any option, the periods during
which any option may be exercised and the term of any option shall be as
hereinafter provided, and the Committee shall have no discretion as to such
matters.
2.4. Notwithstanding anything contained herein to the contrary, no
member of the Committee shall be eligible to receive options granted under the
Plan.
SECTION 3
ELIGIBILITY OF GRANTEES
3.1. Options shall be granted only to voting Directors of the Company
who are not currently serving as employees of the Company or any its affiliates.
3.2. Nothing in the Plan, in any option granted under the Plan, or in
any option agreement shall confer any right to any person to continue as a
Director of the Company or interfere in any way with the rights of the
stockholders of the Company or the Company's Board of Directors (the "Board") to
elect and remove Directors.
SECTION 4
STOCK AVAILABLE UNDER THE PLAN
4.1. The stock to be issued upon exercise of options granted under the
Plan shall be the Company's common stock, without par value ("Common Stock"),
that shall be made available either from authorized but unissued Common Stock or
from Common Stock reacquired by the Company, including shares purchased in the
open market. The aggregate number of shares of Common Stock that may be issued
under options granted pursuant to the Plan shall not exceed One Hundred Thousand
(100,000) shares. The limitations established by the preceding sentence shall be
subject to adjustment as provided in Section 11 of the Plan.
9
<PAGE>
4.2. If any option granted under the Plan is cancelled by mutual
consent or terminates or expires for any reason without having been exercised in
full, the shares of Common Stock allocable to the unexercised portion of such
option may again be made subject to options under the Plan.
4.3. The Common Stock which will be issued upon exercise of an option
granted hereunder shall be restricted stock, i.e., Common Stock which has not
been registered with the Securities and Exchange Commission.
SECTION 5
TYPE OF OPTION
Only "nonstatutory stock options" shall be granted under the terms of
the Plan. For purposes of the Plan, the term "nonstatutory stock options" shall
mean an option which does not qualify under Section 422 or 423 of the Internal
Revenue Code of 1986, as amended.
SECTION 6
GRANT OF OPTION
6.1. All Directors shall receive the first grant of Options pursuant to
this Plan the first business day after the date such Plan is initially approved
by the Company's stockholders. Thereafter, all Directors shall receive options
each year on the first business day following the day of the Annual Meeting of
Stockholders of the Company.
6.2. Each Director shall receive, on an annual basis, an option to
purchase One Thousand (1,000) shares of the Company's Common Stock, subject to
adjustment only as provided in Section 11
10
<PAGE>
of the Plan. If the number of shares then remaining available for the grant of
options under the Plan is not sufficient for each Director to be granted an
option for One Thousand (1,000) shares (or the number of adjusted shares
pursuant to Section 11), then each Director shall be granted an option for a
number of whole shares equal to the number of shares then remaining available
divided by the number of Directors, disregarding any fractions of a share.
6.3. Each annual grant of an option shall vest and become exercisable
in four equal installments of Two Hundred Fifty (250) shares beginning six
months from the grant date and continuing at one-year intervals from the first
vesting date.
6.4. Subject to Section 9, each option shall be exercisable for ten
(10) years from the date of grant and not thereafter. An option, to the extent
exercisable at any time, may be exercised in whole or in part.
6.5. All options shall be confirmed by an agreement, or an amendment
thereto, which shall be executed on behalf of the Company by the Chief Executive
Officer (if other than the President) or the President, and by the grantee.
SECTION 7
OPTION PRICE
7.1. The option price per share shall be One Hundred percent (100%) of
the "fair market value" of one share of Common Stock on the date the option is
granted (the "Option Price").
7.2. As used in this Plan, the term "fair market value" shall be deemed
to be the closing price of the Company's Common Stock as reported on the
National Association of Securities Dealers Automated Quotations System (or the
principal United States securities exchange registered under the
11
<PAGE>
Securities Exchange Act of 1934 on which the Common Stock is listed at the time)
("NASDAQ") on the date the option is granted. If there is not a NASDAQ closing
price quotation for the date as of which fair market value is to be determined,
then the fair market value shall be determined by reference to the NASDAQ
closing price quotation for the next preceding day on which a closing price
quotation is reported by NASDAQ.
7.3. The Option Price shall be subject to adjustment only as
provided in Section 11 of the Plan.
SECTION 8
EXERCISE OF OPTIONS
8.1. A Director electing to exercise an option shall give written
notice to the Company of such election and of the number of shares he has
elected to purchase, in such form as the Committee shall have prescribed or
approved, and shall at the time of exercise tender the full Option Price of the
shares he has elected to purchase.
8.2. The Option Price shall be paid in full upon exercise and shall be
payable in cash in United States dollars (including check, bank draft or money
order); provided, however, that in lieu of cash, the person exercising the
option may pay the Option Price in whole or in part by delivering to the Company
shares of the Common Stock owned by him and having a fair market value on the
date of exercise equal to the cash Option Price applicable to his option, except
that (i) any portion of the Option Price representing a fraction of a share
shall in any event be paid in cash and (ii) no shares of the Common Stock which
have been held for less than six (6) months may be delivered in payment of the
Option Price of an option. Delivery of shares may also be accomplished through
the effective transfer to the Company of shares held by a broker or other agent.
12
<PAGE>
8.3. Notwithstanding the provisions of Section 8.2 above, the exercise
of the option shall not be deemed to occur and no shares of Common Stock will be
issued by the Company upon exercise of the option until the Company has received
payment of the Option Price in full.
8.4. A grantee shall have no rights as a stockholder with respect to
any shares covered by his option(s) until the date a stock certificate is issued
evidencing ownership of the shares. No adjustments shall be made for dividends
(ordinary or extraordinary), whether in cash, securities or other property, or
distributions or other rights, for which the record date is prior to the date
such stock certificate is issued, except as provided in Section 11 hereof.
8.5. Payment of the option price with shares of Common Stock shall not
increase the number of shares of Common Stock which may be issued under the Plan
as provided in Section 4 above.
8.6. Notwithstanding any provision of the Plan or any provision or
limitation in any option to the contrary, if the Company obtains actual
knowledge of a "change of control of the Company" (as defined below), then all
outstanding options held by grantees who, at the time of exercise are Directors,
may be exercised with respect to all shares of Common Stock subject thereto at
any time during the period of ninety (90) days following the date upon which the
Company obtained actual knowledge of such change of control of the Company. As
used herein, a "change of control of the Company" shall be deemed to have
occurred if (i) any person (as such term is used in Section 13(d) and 14(d) of
the Securities Exchange Act of 1934 (the "Act")) is or becomes the beneficial
owner (as such term is used in Rule 13d-3 under the Act) of securities of the
Company representing 20% or more of the combined voting power of the Company, or
(ii) the stockholders of the Company approve (A) a plan of merger or
consolidation of the Company (unless, immediately following consummation of such
merger or
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consolidation, the persons who held the Company's voting securities immediately
prior to consummation thereof will hold at least a majority of the total voting
power of the surviving or new corporation), or (B) a sale or disposition of all
or substantially all assets of the Company, or (C) a plan of liquidation or dis
solution of the Company.
SECTION 9
RESTRICTIONS ON TRANSFERABILITY OF OPTIONS
9.1. No option shall be transferable by the grantee otherwise than by
Will, or if the Grantee dies intestate, by the laws of descent and distribution
of the state of domicile of the grantee at the time of death. All options shall
be exercisable during the lifetime of the grantee only by the grantee or the
grantee's guardian, conservator or legal representative. These restrictions on
transferability shall not apply to the extent such restrictions are not at the
time required for the Plan to continue to meet the requirements of Rule 16b-3 of
the Act, or any successor Rule.
9.2. If a grantee ceases to be a Director of the Company for any
reason, any outstanding options held by the grantee shall be exercisable
according to the following provisions:
9.2.1. If a grantee ceases to be a Director of the Company for
any reason other than disability or death, any outstanding options held by such
grantee shall terminate as of the date on which the grantee ceases to be a
Director;
9.2.2. If, during his term of office as a Director, a grantee
dies or becomes unable to serve as a Director due to physical and/or mental
disability, any outstanding options held by the grantee, which are exercisable
by the grantee immediately prior to his death or disability, shall be
exercisable by the grantee's guardian, conservator or legal representative, or
by the person entitled to do so under the
14
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Will of the grantee, or, if the grantee shall fail to make testamentary
disposition of the options or shall die intestate, by the legal representative
of the grantee's estate, at any time prior to the expiration date of such
options or within one (1) year after the date of the grantee's disability or
death, whichever period is longer.
SECTION 10
AMENDMENT OR TERMINATION OF THE PLAN
The Board may at any time terminate, annul, modify or suspend the Plan,
subject to the following conditions:
10.1. No termination of the Plan shall terminate any outstanding
options granted under the Plan. 10.2. The Board cannot amend the Plan more often
than once per six-month period except for amendments to comply with changes in
federal tax and ERISA laws and the rules thereunder.
10.3. No amendment of the Plan shall be made without stockholder
approval if stockholder approval of the amendment is at the time required for
options under the Plan to qualify for the exemption from Section 16(b) of the
Act provided by Rule 16b-3, or any successor Rule, or by the rules of any stock
exchange on which the Common Stock may then be listed.
10.4. The Board cannot amend, modify, suspend, or terminate the Plan in
such a way that affects any options previously granted under the Plan without
the consent of the grantee.
10.5. Without the approval of the stockholders of the Company, no
amendment or modification shall be made by the Board that:
10.5.1. Increases the maximum number of shares as to which
options may be granted under the Plan;
15
<PAGE>
10.5.2. Alters the method by which the option price is
determined;
10.5.3. Extends any option for a period longer than 10 years
after the date of grant;
10.5.4. Materially modifies the requirements as to eligibility
for participation in the Plan;
10.5.5. Provides for the administration of the Plan by a
Committee that is not composed entirely of officers of the Company who are not
eligible to participate in the Plan;
10.5.6. Causes the options granted under the Plan not to
qualify for the exemption provided by Rule 16b-3, or any successor Rule; or
10.5.7. Alters this Section 10 so as to defeat its purpose.
10.6. Notwithstanding anything contained in the preceding paragraph or
any other provision of the Plan or any option agreement, the Board shall have
the power to amend the Plan in any manner deemed necessary or advisable for the
options granted under the Plan to qualify for the exemption provided by Rule
16b-3 (or any successor rule relating to exemption from Section 16(b) of the
Act), and any such amendment shall, to the extent deemed necessary or advisable
by the Board, be applicable to any outstanding options theretofore granted under
the Plan notwithstanding any contrary provisions contained in any option
agreement. In the event of any such amendment to the Plan, the holder of any
option outstanding under the Plan shall, upon request of the Committee and as a
condition to the exercisability of such option, execute a conforming amendment
in the form prescribed by the Committee to their option agreement within such
reasonable time as the Committee shall specify in such request.
16
<PAGE>
SECTION 11
CHANGES IN CAPITALIZATION
11.1. In the event that the shares of stock of the Company, as
presently constituted, shall be changed into or exchanged for a different number
or kind of shares of stock or other securities of the Company or of another
corporation (whether by reason of merger, consolidation, recapitalization,
reclassification, split-up, combination of shares or otherwise) or if the number
of such shares of stock shall be increased through the payment of a stock
dividend, then, subject to the provisions of Section 11.3 below, there shall be
substituted for or added to each share of stock of the Company which was
theretofore appropriated, or which thereafter may become subject to an option
under the Plan, the number and kind of shares of stock or other securities into
which each outstanding share of the stock of the Company shall be so changed or
for which each such share shall be exchanged or to which each such share shall
be entitled, as the case may be. Outstanding options shall also be appropriately
amended as to price and other terms, as may be necessary to reflect the
foregoing events.
11.2. Subject to the provisions of Section 8.6, a dissolution or
liquidation of the Company, or a merger or consolidation in which the Company is
not the surviving corporation, shall cause each outstanding option to terminate,
except to the extent that another corporation may and does in the transaction
assume and continue the option or substitute its own options.
11.3. Fractional shares resulting from any adjustment in options
pursuant to this Section 11 may be dealt with as the Committee shall determine.
11.4. To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Committee,
whose determination in that respect shall be final,
17
<PAGE>
binding and conclusive. Notice of any adjustment shall be given by the Company
to each holder of an option which shall have been so adjusted.
11.5. The grant of an option pursuant to the Plan shall not affect in
any way the right or power of the Company to make adjustments,
reclassifications, reorganization or changes of its capital or business
structure, to merge, to consolidate, to dissolve, to liquidate or to sell or
transfer all or any part of its business or assets.
SECTION 12
EFFECTIVE DATE AND DURATION OF PLAN
The Plan shall become effective upon approval by the affirmative vote
of the holders of a majority of the Common Stock present in person or by proxy
and entitled to vote at a duly called and convened meeting of the Company's
stockholders. If such approval is obtained at the Annual Meeting of Stockholders
in 1996, the Plan shall be effective on the date of such meeting, the first
options shall be granted on the first business day thereafter and the last
options granted under this Plan shall be granted on the first business day after
the Annual Meeting of Stockholders in 2005.
APPROVED AND ADOPTED BY THE SHAREHOLDERS ON 26 April 1996.
18
EXHIBIT 4.8
STOCK OPTION AGREEMENT
ZIONS UTAH BANCORPORATION
NONSTATUTORY STOCK OPTION AGREEMENT, hereinafter referred to as the
"Option" or the "Agreement", made on the 13th day of April, 1983, between ZIONS
UTAH BANCORPORATION, a Utah Corporation, and W. DAVID HEMINGWAY, hereinafter
referred to as the "Optionee".
The Company hereby grants an option on 6,000 shares of Common Stock of
the Company, no par value, to the Optionee at the price and in all respects
subject to the terms, definitions and provisions of the Agreement.
1. Option Price. The option price is $40.00 for each share.
2. Exercise of Option. This Option shall be exercisable, in whole
or in part, at any time and from time to time during the period commencing on
October 14, 1992 and ending October 13, 1993 (hereinafter referred to as the
"Exercise Period") in accordance with and subject to the terms of this Agreement
as follows:
(i) Right to Exercise. This Option shall be exercisable:
(a) during the term of the Exercise Period by the Optionee,
provided that the Optionee has been in continuous employment with
the Company from the date of grant of this Option (April 13,
1983) until the date of exercise;
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(b) if the Optionee should become permanently
and totally disabled, by the Optionee, within one year of the
termination of employment due to such permanent and total
disability; provided, however, that the Optionee has been in
continuous employment with the Company from the date of the
grant of this Option until the time of such termination; or
(c) if the Optionee should die while in the continuous
employment with the Company, by the estate of the Optionee,
within one year after the date of the Optionee's death; provided,
however, that the Optionee has been in continuous employment with
the Company from the date of grant of this Option until the date
of death.
Notwithstanding any of the foregoing instances, this Option shall
not be exercisable nor binding upon the Company any later than October 13, 1993.
For the purposes of the foregoing, "continuous employment with the Company"
shall mean the absence of any interruption or termination of employment by the
Company or any Parent or Subsidiary of the Company which not exists or hereafter
acquires or is organized or acquired in the case of sick leave, military leave
or any other leave of absence approved by the Company or in the case of
transfers between payroll locations of the Company or between the Company, its
Parent, its Subsidiaries or its successor.
(ii) Method of Exercise. This Option shall be exercisable by a
written notice which shall:
(a) state the election to exercise the Option,
the number of shares in respect of which it is being
exercised, the person or persons in whose name the stock
certificate or certificates for such shares of Common Stock is
to be registered, his address and Social Security Number (or
if more than one, the names, addresses and Social Security
Numbers of such persons);
20
<PAGE>
(b) contain such representations and agreements as to the
holder's investment intent with respect to such shares of Common
Stock as may be satisfactory to the Company's counsel;
(c) be signed by the person or persons entitled to exercise
the Option and, if the Option is being exercised by any person or
persons other than the Optionee, be accompanied by proof,
satisfactory to counsel for the Company, of the right of such
person or persons to exercise the Option.
Payment of the purchase price of any shares with respect to
which the Option is being exercised shall be by certified or bank cashier's
check, and shall be delivered with the notice of exercise. The certificate or
certificates for shares of Common Stock as to which the Option shall be
exercised shall be registered in the name of the person or persons exercising
the Option.
(iii)Restrictions on Exercise.
(a) This Option shall not be exercisable in whole or in part
if at any time the Board of Directors shall determine in its
discretion that the listing, registration or qualification of the
shares of Common Stock subject to this Option on any securities
exchange or under any applicable law, or the consent or approval
of any governmental regulatory body, is necessary or desirable as
a condition of, or in connection with, the
21
<PAGE>
granting of this Option or the issue of shares thereunder, unless
such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not
acceptable to the Board.
(b) Any shares of Common Stock issued or transferred under
any provision of this Agreement may be issued or transferred
subject to such conditions, in addition to those specifically
provided in this Agreement, as the Board of Directors or Company
may impose. In connection with any stock issuance or transfer,
the person acquiring the shares shall, if requested by the
Company, give assurances satisfactory to counsel to the Company
regarding such matters as the Company may deem desirable to
assure compliance with all legal requirements. The Company shall
in no event be obliged to take action in order to cause the
exercise of this Option.
(c) If a registration statement under the Securities Act of
1933 with respect to the shares issuable upon exercise of this
Option is not in effect at the time of exercise, as a condition
of the issuance of the shares of the person exercising this
Option shall give the Secretary of the Company a written
statement, satisfactory in form and substance to the Company,
that he is acquiring the shares for his own account for
investment and not with a view to their distribution. The Company
may place upon any stock certificate for shares issuable upon
exercise of this Option the following legend or such other legend
as the Company may prescribe to prevent disposition of the shares
in violation of the Securities Act of 1933 or other applicable
law:
22
<PAGE>
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
('ACT') AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH
RESPECT TO THEM UNDER THE ACT OR A WRITTEN OPINION OF
COUNSEL FOR ZIONS UTAH BANCORPORATION THAT
REGISTRATION IS NOT REQUIRED."
3. Rights of Ownership. The Optionee or his transfers shall have
no rights as a shareholder with respect to any shares covered by this option
until the date the stock certificate is issued evidencing ownership of the
shares. Except as otherwise provided in this Agreement, no adjustments shall be
made for dividends (ordinary or extraordinary), whether in cash, securities or
other property, or distributions or other rights, for which the record date is
prior to the date such stock certificate is issued.
4. Rights with Respect to Continuance of Employment. Nothing
contained in this Agreement shall confer upon the Optionee any right with
respect to continuance of employment by the Company or any of its subsidiaries
nor limit in any way the right of the Company to terminate his employment at any
time, with or without cause.
5. Nontransferability of Option. This Option may not be
transferred in any manner otherwise than by will or the laws of descent or
distribution and may be exercised during the lifetime of the Optionee only by
him. The terms of this Option shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
6. Stock subject to the Option. The Company shall set aside six
thousand (6,000) shares of the Common Stock. If the Option should expire or
become unexercisable for any reason without having been exercised in full, the
unpurchased shares which were subject thereto shall be free from any
restrictions.
23
<PAGE>
7. Adjustments upon Changes in Capitalization. The number of
shares of stock and the price to be paid therefor shall be subject to adjustment
as follows:
(i) In the event that the shares of Common Stock, as presently
constituted, shall be changed into or exchanged for a different
number or kind of shares of stock or other securities of the
Company or of another corporation (whether by reason or merger,
consolidation, recapitalization, reclassification, split-up,
combination or shares or otherwise) or if the number of such
shares of Common Stock shall be increased through the payment of
a stock dividend, then, subject to the provisions of Subparagraph
(c) below, there shall be substituted for or added to each share
of Common Stock subject to this Option the number and kind of
shares of the Common Stock of the Company shall be so changed or
for which each such share shall be entitled, as the case may be.
This Option shall also be appropriately amended as to price and
other terms, as may be necessary to reflect the foregoing events.
(ii) If there shall be any other change in the number or kind of
the outstanding shares of the Common Stock of the Company, or of
any stock or other securities into which such stock shall have
been changed, or for which it shall have been exchanged, and if
the Board of Directors shall, in its sole discretion, determine
that such change equitably requires an adjustment in this Option,
then such adjustment shall be made in accordance with such
determination.
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<PAGE>
(iii)A dissolution or liquidation of the Company shall cause this
Option to terminate on the date of such dissolution or
liquidation of the Company.
(iv)Fractional shares resulting from any adjustment in this
Option pursuant to this Paragraph 7 shall not be issued upon
exercise of this Option, and the aggregate price paid shall be
appropriately reduced on account of any fractional share not
issued.
(v) To the extent that the foregoing adjustments relate to stock
or securities of the Company, such adjustments shall be made by
the Board of Directors, whose determination in that respect shall
be final, binding and conclusive. Notice of any adjustment shall
be given by the Company to the Optionee.
(vi)The grant of this Option shall not affect in any way the
right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or
business structure, to merge, to consolidate, to dissolve, to
liquidate or to sell or transfer all or any part of its business
or assets.
8. Notices. Each notice relating to this Agreement shall be in writing
and delivered in person or by certified mail to the proper address. Each notice
shall be deemed to have been given on the date it is received. Each notice to
the Company shall be addressed to it at its principal office, now at 1190
Gateway Tower East building, Salt Lake City, Utah 84133, attention of the
secretary. Each notice to the Optionee or other person or persons then entitled
to exercise the Option shall be addressed to the Optionee or such other person
or persons at the Optionee's last known address as maintained in the personnel
records of the Company. Anyone to whom a notice may be given under this
Agreement may designate a new address by notice to that effect.
25
<PAGE>
(9) Benefits of Agreement. This Agreement shall inure to the
benefit of and be binding upon each successor of the Company. All obligations
imposed upon the Optionee and all rights granted to the Company under this
Agreement shall be binding upon the Optionee's heirs, legal representatives, and
successors. This Agreement shall be the sole and exclusive source of any and all
rights which the Optionee, his heirs, legal representatives, or successors, may
have in respect to this Option, whether to himself or to any other person.
(10) Resolution of Disputes. Any dispute or disagreement which
should arise under, or as a result of, or in any way relate to, the
interpretation, construction or application of this Agreement will be determined
by the Board of Directors of the Company. Any determination made hereunder shall
be final, binding and conclusive for all purposes.
IN WITNESS WHEREOF, the Company and the Optionee have caused this
Agreement to be executed as of the day, month and year first above written.
ZIONS UTAH BANCORPORATION
By:/S/ Harris H. Simmons
-------------------------
Harris H. Simmons
/S/ W. David Hemingway
-------------------------
W. David Hemingway
26
EXHIBIT 4.9
AMENDED STOCK OPTION AGREEMENT
This Amended Stock Option Agreement, hereinafter referred to as
"Amended Option," is entered into by and between Zions Bancorporation, a Utah
corporation, hereinafter referred to as "Zions," and W. David Hemingway,
hereinafter referred to as "Optionee".
WHEREAS, Optionee and Zions Utah Bancorporation, predecessor to Zions,
entered into a Stock Option Agreement dated April 13, 1983, hereinafter referred
to as "Optionee".
WHEREAS, the parties are now desirous of modifying the terms and
conditions of said Original Option.
NOW, THEREFORE, for good and valuable consideration, the sufficiency
and receipt of which is hereby acknowledged, the parties hereby agree that the
Original Option is hereby amended by the following:
1. The option price as set forth in the Original Option is
reduced from $40.00 per share to $30.50 per share;
2. The number of shares subject to the Original Option is hereby
reduced from 6,000 to 4,500;
3. The option term as set forth in the Original Option is
modified to begin December 21, 1995 and shall terminate December 24, 2000.
Twenty percent of the total shares available under this option (or 900 shares)
shall become exercisable, cumulatively, each year commencing December 21, 1995.
Each year shall be determined to mean the period commencing December 21 and
ending the next December 20 except the last year which shall commence
27
<PAGE>
December 21, 1999, and end on December 24, 2000. Each successive year throughout
the option period an additional 20 percent of the total optioned shares shall
become exercisable, cumulatively; and
4. All other provisions of the Original Option not specifically in
conflict with the modifications set forth hereinabove shall remain in full force
and effect.
DATED this 31 day of January, 1991.
-- -------
ZIONS BANCORPORATION
By:/S/ Harris H. Simmons
-------------------------
Harris H. Simmons
Its:
/S/ W. David Hemingway
-------------------------
W. David Hemingway
28
Exhibit 5.1
CALLISTER NEBEKER & McCULLOUGH
A Professional Corporation
Gateway Tower East Suite 900
10 East South Temple
Salt Lake City, Utah 84133
(801) 530-7300
10 March 1999
Zions Bancorporation
One South Main, Suite 1380
Salt Lake City, Utah 84111
Re: Registration and Issuance of Zions Bancorporation Common
Stock Issuable under Certain Stock Option Plans
Ladies and Gentlemen:
This Firm has acted as counsel to Zions Bancorporation, a Utah
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 of the Company (the "Registration Statement")
being filed today with the Securities and Exchange Commission (the
"Commission"). The Registration Statement relates to the issuance of up to
120,000 common shares (the "Shares") of the Company, no par value (the "Common
Shares"), pursuant to the following stock option plans (collectively the
"Plans"):
Zions Bancorporation 1996 Non-Employee Directors Stock Option Plan
Hemingway Stock Option Agreement
This opinion is being furnished to you in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "1933 Act").
In connection with this opinion, we have examined and are familiar
with the original, or copies identified to our satisfaction, of the following:
(i) the Registration Statement, (ii) each of the Plans, (iii) the Restated
Articles of Incorporation of the Company, as amended, and the Restated Bylaws of
the Company, as amended, each as currently in effect, (iv) a specimen
certificate representing the Common Shares, and (v) certain resolutions adopted
by the applicable Board of Directors of the Company and its
29
<PAGE>
affiliates, relating to, among other things, the execution and delivery of the
Plans, the issuance of the Shares and the filing of the Registration Statement
and related matters.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural person, the authenticity of all
documents submitted to us as originals, the conformity of all documents
submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such documents. In making our examination of
documents executed by parties other than the Company, we have assumed that such
parties had the power, corporate or other, to enter into and perform all
obligations there under and have also assumed the due authorization by all
requisite actions, corporate or other, and execution and delivery by such
parties of such documents and the validity, binding effect and enforceability
thereof. As to any facts material to the opinions expressed herein that we did
not independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the Company, its
affiliates and others.
Members of this Firm are admitted to the Bar of the State of Utah
and we express no opinion as to the laws of any other jurisdiction.
Based upon and subject to the foregoing, and to the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that the Shares have been duly authorized for issuance by requisite
corporate action by the Company, and, when and if issued, delivered and paid for
in accordance with the terms and conditions of the Plans, will be validly
issued,fully paid and nonassessable. In rendering this opinion, we have assumed
that:
(1) the outstanding options to purchase Shares are duly
granted;
(2) the certificates representing the Shares will conform to
the form of specimen examined by us and such certificates
are duly executed and delivered by the Company;
(3) the Company maintains an adequate number of authorized but
unissued shares or treasury shares available for issuance
to those person granted Shares under the Plans; and
(4) the consideration for the Shares issued pursuant to the
Plans is actually received by the Company as provided in
the Plans or agreements executed in connection with the
Plans.
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<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any amendments thereto. In giving
this consent, we do not thereby admit that we are in the category of person
whose consent is required under Section 7 of the 1933 Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
CALLISTER NEBEKER & McCULLOUGH
A Professional Corporation
/S/
31
Exhibit 23.1
Consent of KPMG LLP, Independent Auditors
The Board of Directors
Zions Bancorporation
We consent to the use of our report dated January 26, 1998, with respect to the
consolidated financial statements of Zions Bancorporation and subsidiaries as of
December 31, 1997 and 1996, and for each of the years in the three-year period
ended December 31, 1997 incorporated herein by reference, which report appears
in the December 31, 1997, annual report on Form 10-K of Zions Bancorporation.
/S/
KPMG LLP
Salt Lake City, Utah
March 9, 1999
32
Exhibit 23.2
Consent of Callister Nebeker & McCullough
Included in Exhibit 5.1
33
Exhibit 24.1
Power of Attorney
See signature page
34
