Tender Offer Statement by Issuer (sc To-i)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

ZIONS BANCORPORATION

(Name of Subject Company (Issuer))

ZIONS BANCORPORATION, AS ISSUER

(Name of Filing Persons (Identifying status as offeror, issuer, or other person)

Series I Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock

Series J Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock

Depositary Shares each representing a 1/40^th ownership interest in a share of

Series G Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock

(Title of Class of Securities)

989701BD8

989701BF3

989701859

(CUSIP Number of Class of Securities)

Thomas E. Laursen

Executive Vice President and General Counsel

One South Main, 15^th Floor

Salt Lake City, Utah, 84133

Telephone: (801) 844-7637

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

Copies to:

Patrick S. Brown

Sullivan & Cromwell LLP

1888 Century Park East, 21st Floor

Los Angeles, California 90067

(310) 712-6600

Jeffrey D. Karpf, Esq.

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

(212) 225-2000

CALCULATION OF FILING FEE


Transaction Valuation⁽¹⁾		Amount of Filing Fee⁽²⁾
$180,000,000		$18,126

(1)	Calculated solely for purposes of determining the amount of the filing fee.

(2)	The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for fiscal year 2016 equals $100.70 per million dollars of the transaction.

¨	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid: Not applicable		Filing Party: Not applicable
Form or Registration No: Not applicable		Date Filed: Not applicable

¨	Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

third-party tender offer subject to Rule 14d-1.

issuer tender offer subject to Rule 13e-4.

going-private transaction subject to Rule 13e-3.

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

This Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by Zions Bancorporation, a Utah corporation (the “Company”), and relates to the offer by the Company to purchase, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 19, 2015 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal,” and together with the Offer to Purchase, the “Offer”), the Company’s outstanding (a) Series I Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock, with a liquidation preference of $1,000.00 per share (the “Series I Shares”), (b) Series J Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock, with a liquidation preference of $1,000.00 per share (the “Series J Shares”), and (c) depositary shares each representing a 1/40th ownership interest in a share of Series G Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock, with a liquidation preference of $1,000.00 per share (equivalent to $25.00 per depositary share) (the “Series G Depositary Shares” and together with the Series I Shares and the Series J Shares, the “Securities”), in an amount such that the aggregate purchase price plus Accrued Dividends (as defined in the Offer to Purchase) for such Securities shall not exceed $180,000,000.

Copies of the Offer to Purchase and Letter of Transmittal are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. The Offer will expire at 11:59 p.m., New York City time, on November 16, 2015, unless the Offer is extended or earlier terminated. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The information contained in the Offer to Purchase and the related Letter of Transmittal is hereby incorporated by reference in response to certain items of this Schedule TO.

ITEM 1.

Summary Term Sheet.

The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” is incorporated herein by reference.

ITEM 2.

Subject Company Information.

(a) Name and Address. The name of the subject company, and the address and telephone number of its principal executive offices are as follows:

Zions Bancorporation

One South Main, 15^th Floor

Salt Lake City, Utah, 84133

(801) 844-7637

(b) Securities. This Schedule TO relates to the Series I Shares, the Series J Shares and the Series G Depositary Shares of Zions Bancorporation. As of October 16, 2015, there were 300,893 Series I Shares outstanding, 195,152 Series J Shares outstanding and 6,873,071 Series G Depositary Shares outstanding. The information set forth on the cover page of the Offer to Purchase is incorporated herein by reference.

(c) Trading Market and Price. The information set forth in Section 7 of the Offer to Purchase, “Historical Price Range of the Securities,” is incorporated herein by reference.

-2-

ITEM 3.

Identity and Background of Filing Person.

(a) The information set forth under Item 2(a) above and in Section 9 of the Offer to Purchase, “Certain Information Concerning Zions,” is incorporated herein by reference. The Company is the filing person. Pursuant to General Instruction C to Schedule TO, the following persons are the directors and/or executive officers of the Company:


Name		Position
Harris H. Simmons		Chairman and Chief Executive Officer. Chairman of Zions First National Bank.

Jerry C. Atkin		Director.

John C. Erickson		Director.

Patricia Frobes		Director.

Suren K. Gupta		Director.

J. David Heaney		Director.

Vivian S. Lee		Director.

Edward F. Murphy		Director.

Roger B. Porter		Director.

Stephen D. Quinn		Director.

L.E. Simmons		Director.

Steven C. Wheelwright		Director.

Shelley Thomas Williams		Director.

James R. Abbott		Senior Vice President, Investor Relations and External Communications.

Bruce K. Alexander		Executive Vice President. Chairman, President and Chief Executive Officer of Vectra Bank Colorado, N.A.

A. Scott Anderson		Executive Vice President. President and Chief Executive Officer of Zions First National Bank.

David E. Blackford		Executive Vice President. Chairman, President and Chief Executive Officer of California Bank & Trust.

Paul E. Burdiss		Chief Financial Officer.

Julie G. Castle		Executive Vice President. Chief Executive Officer of Zions Capital Advisors. Chairman of Zions Trust, N.A.

Dallas E. Haun		Executive Vice President. President and Chief Executive Officer of Nevada State Bank.

W. David Hemingway		Executive Vice President, Capital Markets & Investments.

Alexander J. Hume		Senior Vice President and Controller.

Dianne R. James		Executive Vice President and Chief Human Resources Officer.

-3-


Name		Position
Thomas E. Laursen		Executive Vice President and General Counsel.

LeeAnne B. Linderman		Executive Vice President, Retail Banking.

Keith D. Maio		Executive Vice President and Chief Banking Officer.

Scott J. McLean		President and Chief Operating Officer.

Michael Morris		Executive Vice President and Chief Credit Officer.

Joseph L. Reilly		Executive Vice President and Chief Information Officer.

Stanley D. Savage		Executive Vice President. Chief Executive Officer of The Commerce Bank of Washington, N.A.

Edward P. Schreiber		Executive Vice President and Chief Risk Officer.

Steven D. Stephens		Executive Vice President. Chief Executive Officer of Amegy Bank of Texas.

Mark R. Young		Executive Vice President. President and Chief Executive Officer of National Bank of Arizona.

The business address and telephone number for all of the above directors and executive officers is: c/o One South Main, 15^th Floor, Salt Lake City, Utah, 84133 and (801) 844-7637.

There is neither any person controlling the Company nor any executive officer or director of any corporation or other person ultimately in control of the Company.

ITEM 4.

Terms of the Transaction.

(a) Material Terms.

(a)(1)(i) The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” and in Section 1, “Number of Securities; Expiration Date,” is incorporated herein by reference.

(a)(1)(ii) The information set forth in the Offer to Purchase under the heading “Summary Term Sheet,” in Section 1, “Number of Securities; Expiration Date,” in Section 5, “Purchase of Securities and Payment of Purchase Price,” and in Section 8, “Source and Amount of Funds,” is incorporated herein by reference.

(a)(1)(iii) The information set forth in the Offer to Purchase under the heading “Summary Term Sheet,” in Section 1, “Number of Securities; Expiration Date,” and in Section 16, “Extension of the Offer; Termination; Amendment,” is incorporated herein by reference.

(a)(1)(iv) Not applicable.

(a)(1)(v) The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” and in Section 16, “Extension of the Offer; Termination; Amendment,” is incorporated herein by reference.

(a)(1)(vi) The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” and in Section 4, “Withdrawal Rights,” is incorporated herein by reference.

(a)(1)(vii) The information set forth in the Offer to Purchase under the heading “Summary Term Sheet,” in Section 3, “Procedures for Tendering the Securities,” and in Section 4, “Withdrawal Rights,” is incorporated herein by reference.

-4-

(a)(1)(viii) The information set forth in the Offer to Purchase under the heading “Summary Term Sheet,” in Section 3, “Procedures for Tendering the Securities,” and in Section 5, “Purchase of Securities and Payment of Purchase Price,” is incorporated herein by reference.

(a)(1)(ix) The information set forth in the Offer to Purchase under the heading “Summary Term Sheet,” in Section 1, “Number of Securities; Expiration Date,” and in Section 5, “Purchase of Securities and Payment of Purchase Price,” is incorporated herein by reference.

(a)(1)(x) Not applicable.

(a)(1)(xi) The information set forth in the Offer to Purchase under the heading “Summary Term Sheet” and in Section 15, “Accounting Treatment,” is incorporated herein by reference.

(a)(1)(xii) The information set forth in the Offer to Purchase under the heading “Summary Term Sheet,” in Section 3, “Procedures for Tendering the Securities,” and Section 13, “Certain Material U.S. Federal Income Tax Consequences,” is incorporated herein by reference.

(a)(2)(i–vii) Not applicable.

(b) Purchases. The information set forth in the Offer to Purchase in Section 10 “Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Preferred Shares and Other Securities,” is incorporated herein by reference. To the best of the Company’s knowledge, there are no arrangements to purchase securities from any officer, director or affiliate of the Company.

ITEM 5.

Past Contacts, Transactions, Negotiations and Agreements.

(e) Agreements Involving the Subject Company’s Securities. The information set forth in Section 9 of the Offer to Purchase, “Certain Information Concerning Zions,” and in Section 10, “Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Securities,” is incorporated herein by reference.

ITEM 6.

Purposes of the Transaction and Plans or Proposals.

(a) Purposes. The information set forth in Section 2 of the Offer to Purchase, “Purpose of the Offer,” is incorporated herein by reference.

(b) Use of Securities Acquired. The information set forth in Section 11 of the Offer to Purchase, “Effects of the Offer on the Market for Securities,” is incorporated herein by reference.

(c) Plans. Except for the Offer, the Company does not have, and to the best of its knowledge is not aware of any plans, proposals or negotiations that relate to or would result in any of the events listed in Regulation M-A Item 1006(c)(1) through (10).

The information set forth in the Offer to Purchase under the heading, “Certain Significant Considerations,” in Section 1, “Number of Securities; Expiration Date,” and in Section 2, “Purpose of the Offer,” is incorporated herein by reference.

ITEM 7.

Source and Amount of Funds or Other Consideration.

(a) Source of Funds. The information set forth in Section 8 of the Offer to Purchase, “Source and Amount of Funds,” is incorporated herein by reference. The funds required to purchase the maximum amount of Securities sought is $180,000,000.

-5-

(b) Conditions. The information set forth in Section 6 of the Offer to Purchase, “Conditions of the Offer,” is incorporated herein by reference. There are no conditions to the financing described in Item 7(a) above. If the primary financing plans fall through, the Company does not have any alternative financing arrangements or alternative financing plans.

(d) Borrowed Funds. None.

ITEM 8.

Interest in Securities of the Subject Company.

(a) Securities Ownership. The information set forth in Section 10 of the Offer to Purchase, “Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Securities,” is incorporated herein by reference.

(b) Securities Transactions. None.

ITEM 9.

Persons/Assets, Retained, Employed, Compensated or Used.

(a) Solicitations or Recommendations. The information set forth in Section 17 of the Offer to Purchase, “Fees and Expenses,” is incorporated herein by reference.

ITEM 10.

Financial Statements.

The information set forth in Section 14 of the Offer to Purchase, “Summary Financial Information,” is incorporated herein by reference.

ITEM 11.

Additional Information.

(a) Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in Section 12 of the Offer to Purchase, “Legal Matters; Regulatory Approvals,” is incorporated herein by reference.

ITEM 12.

Exhibits.

See Exhibits Index.

ITEM 13.

Information Required by Schedule 13E-3.

Not applicable.

-6-

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


ZIONS BANCORPORATION

By:		/s/ W. David Hemingway
Name:		W. David Hemingway
Title:		Executive Vice President

Date: October 19, 2015

-7-

EXHIBIT INDEX


(a)(1)(A)		Offer to Purchase, dated October 19, 2015.

(a)(1)(B)		Letter of Transmittal.

(a)(5)(A)		Press Release, dated October 19, 2015.

(b)		Not applicable.

(d)(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.

(d)(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.

(d)(3)		Deposit Agreement dated as of February 7, 2013 among Zions Bancorporation, Zions First National Bank as Depositary and the holders from time to time of the Depositary Receipts described therein, incorporated by reference to Exhibit 4.3 of Form 8-K filed on February 7, 2013.

(d)(4)		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, incorporated by reference to Exhibit 4.1 of Form 10-K for the year ended December 31, 2011.

(d)(5)		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, incorporated by reference to Exhibit 4.2 of Form 10-K for the year ended December 31, 2011.

(d)(6)		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, incorporated by reference to Exhibit 4.3 of Form 10-K for the year ended December 31, 2011.

(d)(7)		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.

(d)(8)		Warrant Agreement, between Zions Bancorporation and Zions First National Bank, and Warrant Certificate, incorporated by reference to Exhibit 4.1 of Form 10-Q for the quarter ended September 30, 2010.

(d)(9)		Zions Bancorporation 2012-2014 Value Sharing Plan, incorporated by reference to Exhibit 10.3 of Form 10-K for the year ended December 31, 2012.

(d)(10)		Zions Bancorporation 2013-2015 Value Sharing Plan, incorporated by reference to Exhibit 10.4 of Form 10-Q for the quarter ended September 30, 2013.

(d)(11)		Zions Bancorporation 2014-2016 Value Sharing Plan, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended September 30, 2014.

(d)(12)		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.

(d)(13)		2012 Management Incentive Compensation Plan, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2012.

(d)(14)		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.

(d)(15)		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.



(d)(16)		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.

(d)(17)		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.

(d)(18)		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.

(d)(19)		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, 2010.

(d)(20)		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.

(d)(21)		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.

(d)(22)		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.

(d)(23)		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.

(d)(24)		Third Amendment to the Zions Bancorporation Deferred Compensation Plans Master Trust agreement between Zions Bancorporation and Fidelity Management Trust Company, dated June 13, 2012, incorporated by reference to Exhibit 10.6 of Form 10-Q for the quarter ended June 30, 2012.

(d)(25)		Zions Bancorporation Restated Pension Plan effective January 1, 2002, including amendments adopted through December 31, 2010, incorporated by reference to Exhibit 10.16 of Form 10-K for the year ended December 31, 2010.

(d)(26)		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.

(d)(27)		Zions Bancorporation Executive Management Pension Plan, incorporated by reference to Exhibit 10.18 of Form 10-K for the year ended December 31, 2014.

(d)(28)		Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, Restated and Amended effective January 1, 2002, including amendments adopted thru December 31, 2010, incorporated by reference to Exhibit 10.18 of Form 10-K for the year ended December 31, 2010.

(d)(29)		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.

(d)(30)		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.

(d)(31)		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 10.2 of Form 10-Q for the quarter ended June 30, 2010.



(d)(32)		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 10.2 of Form 10-Q for the quarter ended June 30, 2010.

(d)(33)		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 10.3 of Form 10-Q for the quarter ended June 30, 2010.

(d)(34)		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.

(d)(35)		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.

(d)(36)		Amended and Restated Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended June 30, 2012.

(d)(37)		Standard Stock Option Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarter ended June 30, 2012.

(d)(38)		Standard Restricted Stock Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.4 of Form 10-Q for the quarter ended June 30, 2012.

(d)(39)		Standard Restricted Stock Unit Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.5 of Form 10-Q for the quarter ended June 30, 2012.

(d)(40)		Standard Directors Stock Option Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.29 of Form 10-K for the year ended December 31, 2010.

(d)(41)		Standard Directors Restricted Stock Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.4 of Form 10-Q for the quarter ended June 30, 2009.

(d)(42)		Standard Directors Restricted Stock Unit Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.28 of Form 10-K for the year ended December 31, 2011.

(d)(43)		Form of Performance Stock Option Award Agreement, 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.6 of Form 10-Q for the quarter ended September 30, 2013.

(d)(44)		Form of Performance Restricted Stock Unit Award Agreement, 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.7 of Form 10-Q for the quarter ended September 30, 2013.

(d)(45)		Amegy Bancorporation 2004 (formerly Southwest Bancorporation of Texas, Inc.) Omnibus Incentive Plan, incorporated by reference to Exhibit 10.47 of Form 10-K for the year ended December 31, 2009.

(d)(46)		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.

(d)(47)		Addendum to Change in Control Agreement, incorporated by reference to Exhibit 10.38 of Form 10-K for the year ended December 31, 2014.



(d)(48)		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.

(g)		Not applicable.

(h)		Not applicable.

Exhibit (a)(1)(A)

ZIONS BANCORPORATION

OFFER TO PURCHASE USING UP TO $180,000,000 OF CASH

THE OUTSTANDING SECURITIES DESCRIBED BELOW

THE OFFER (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON NOVEMBER 16, 2015, UNLESS ZIONS BANCORPORATION EXTENDS OR EARLIER TERMINATES THE OFFER (SUCH DATE, AS IT MAY BE EXTENDED WITH RESPECT TO THE OFFER, THE “EXPIRATION DATE”).

Zions Bancorporation, a financial holding company organized under the laws of the State of Utah (“Zions,” the “Company,” “we,” “our” and “us”), hereby offers to purchase for cash, upon the terms and subject to the conditions set forth in this Offer to Purchase (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and in the accompanying Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), the securities listed in the table below (the “Securities”) in an amount such that the aggregate purchase price, plus Accrued Dividends (as defined herein) for such Securities shall not exceed $180,000,000 (the “Maximum Aggregate Purchase Amount”).


Acceptance Priority Level	Series of Securities	CUSIP No(s).		Liquidation Preference Per Share⁽¹⁾		Aggregate Liquidation Preference Outstanding		Offer Price⁽²⁾		Hypothetical Accrued Dividends⁽³⁾		Hypothetical Total Consideration⁽³⁾
1	Series I Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock (“Series I Shares”)		989701BD8	$	1,000.00	$	300,893,000		$1,000.00 per $1,000 liquidation preference	$	24.65	$	1,024.65

2	Series J Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock (“Series J Shares”)		989701BF3	$	1,000.00	$	195,152,000		$1,090.00 per $1,000 liquidation preference	$	12.60	$	1,102.60

3	Depositary Shares, each representing a 1/40th ownership interest in a share of Series G Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock (“Series G Depositary Shares”)		989701859	$	25.00	$	171,826,775		$26.10 per share	$	0.28	$	26.38

(1)	Each $1,000 liquidation preference of the Series I Shares and Series J Shares is equal to one Series I Share and one Series J Share, respectively.

(2)

Note that market prices for Series G Depositary Shares include accrued but unpaid dividends. Nonetheless, in the Offer to Purchase (as defined below), the purchase price for the Series G Depositary Shares is expressed as the sum of the Offer Price for such shares plus Accrued Dividends (as defined below). Accordingly, when comparing the consideration to be received in the Offer for the Series G Depositary Shares to market prices, you should refer to the sum of the Offer Price and Accrued Dividends. Market prices for the Series I Shares and the Series J Shares do not include accrued but unpaid dividends.

(3)	Assumes the Settlement Date (as defined below) is November 18, 2015.

The consideration for each Series I Share tendered and accepted for purchase pursuant to the Offer will equal $1,000.00 (the “Series I Offer Price”), plus Accrued Dividends. The consideration for each Series J Share tendered and accepted for purchase pursuant to the Offer will equal $1,090.00 (the “Series J Offer Price”), plus Accrued Dividends. The consideration for each Series G Depositary Share tendered and accepted for purchase pursuant to the Offer will equal $26.10 (the “Series G Offer Price”), plus Accrued Dividends. As used in this Offer to Purchase, “Accrued Dividends” means, for each Security, accrued and unpaid dividends from the last dividend payment date with respect to such Security up to, but not including, the Settlement Date (as defined herein).

If the aggregate Offer Price plus the aggregate Accrued Dividends of the Securities that are validly tendered and not properly withdrawn as of the Expiration Date (the “Total Consideration Amount”) exceeds the Maximum

Aggregate Purchase Amount, we will accept for purchase that number of Securities that does not result in our purchasing more than the Maximum Aggregate Purchase Amount. In that event, the Securities will be accepted for purchase in accordance with the acceptance priority levels specified in the table above (in numerical priority order) and may be subject to proration, as described in this Offer to Purchase.

For additional information with respect to priority, proration and the hypothetical amount of each series of our Securities we will purchase at various assumed rates of participation in the Offer, see Section 1.

THE OFFER IS NEITHER CONDITIONED ON ANY MINIMUM NUMBER OF SECURITIES BEING TENDERED, NOR SUBJECT TO ANY FINANCING CONDITION. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN CONDITIONS. SEE SECTION 6 WHICH SETS FORTH IN FULL THE CONDITIONS TO THE OFFER.

THE BOARD OF DIRECTORS OF ZIONS HAS APPROVED THE OFFER. HOWEVER, NEITHER ZIONS NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO HOLDERS OF SECURITIES AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR SECURITIES. YOU SHOULD READ CAREFULLY THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE LETTER OF TRANSMITTAL BEFORE MAKING YOUR DECISION WHETHER TO TENDER YOUR SECURITIES IN THE OFFER.

None of the Securities and Exchange Commission (the “SEC”), any state securities commission or any other regulatory authority has passed upon the accuracy or adequacy of this Offer to Purchase. Any representation to the contrary is unlawful. No person has been authorized to give any information or make any representations with respect to the Offer other than the information and representations contained or incorporated by reference herein and, if given or made, such information or representations must not be relied upon as having been authorized.

You may direct questions and requests for assistance to Deutsche Bank Securities Inc. or Goldman, Sachs & Co., the dealer managers (the “Dealer Managers”) for the Offer, or Global Bondholder Services Corporation, the information agent (the “Information Agent”) for the Offer, at the contact information set forth on the last page of this Offer to Purchase. You may direct requests for additional copies of this Offer to Purchase to the Information Agent.

The Dealer Managers for the Offer are:


Deutsche Bank Securities		Goldman, Sachs & Co.

The date of this Offer to Purchase is October 19, 2015

IMPORTANT

The principal purpose of the Offer is to reduce our future dividend obligations and to enhance our capital structure. Zions expects to use cash on hand to pay the consideration payable by it pursuant to the Offer and the fees and expenses incurred by it in connection therewith. The Offer has certain conditions and no assurance can be given that these conditions will be satisfied. See Section 6.

All of the Securities are held in book-entry form through the facilities of The Depository Trust Company (“DTC”) and must be tendered through DTC. If you desire to tender Securities, a DTC participant must electronically transmit your acceptance of the Offer through DTC’s Automated Tender Offer Program (“ATOP”), for which the transaction will be eligible. In accordance with ATOP procedures, DTC will then verify the acceptance of the Offer and send an agent’s message (as hereinafter defined) to Global Bondholder Services Corporation, the tender agent for the Offer (the “Tender Agent”), for its acceptance. An “agent’s message” is a message transmitted by DTC, received by the Tender Agent and forming part of the book-entry confirmation, which states that DTC has received an express acknowledgment from you that you have received the Offer and agree to be bound by the terms of the Offer, and that Zions may enforce such agreement against you. Alternatively, you may also confirm your acceptance of the Offer by delivering to the Tender Agent a duly executed Letter of Transmittal. A tender will be deemed to have been received only when the Tender Agent receives (i) either a duly completed agent’s message through the facilities of DTC at the Tender Agent’s DTC account or a properly completed Letter of Transmittal, and (ii) confirmation of book-entry transfer of the Securities into the Tender Agent’s applicable DTC account. If your Securities are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact that person if you desire to tender your Securities. See Section 3.

There are no guaranteed delivery procedures available with respect to the Offer under the terms of this Offer to Purchase or any related materials. Holders must tender their Securities in accordance with the procedures set forth in this Offer to Purchase. See Section 3.

Zions has not authorized any person to make any recommendation on its behalf as to whether you should tender or refrain from tendering your Securities in the Offer. Zions has not authorized any person to give any information or to make any representation in connection with the Offer other than those contained in this Offer to Purchase. If given or made, you must not rely upon any such information or representation as having been authorized by Zions, the Information Agent or the Dealer Managers. Zions’ Board of Directors has approved the Offer. However, you must make your own decision whether to tender your Securities and, if so, how many.

Zions is not making the Offer to (nor will it accept any tender of Securities from or on behalf of) holders of Securities in any jurisdiction in which the making of the Offer or the acceptance of any tender of Securities would not be in compliance with the laws of such jurisdiction. However, Zions may, at its discretion, take such action as Zions may deem necessary for it to make the Offer in any such jurisdiction and extend the Offer to holders of Securities in such jurisdiction. In any jurisdiction the securities or blue sky laws of which require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on Zions’ behalf by one or more registered brokers or dealers which are licensed under the laws of such jurisdiction.

THIS OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION THAT HOLDERS ARE URGED TO READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.

-i-

TABLE OF CONTENTS


		Page
Important			i
Cautionary Note Regarding Forward-Looking Statements			iii
Summary Term Sheet			1
Certain Significant Considerations			7
The Offer			8
Section 1	Number of Securities; Expiration Date.		8
Section 2	Purpose of the Offer.		11
Section 3	Procedures for Tendering the Securities.		11
Section 4	Withdrawal Rights.		14
Section 5	Purchase of Securities and Payment of Purchase Price.		14
Section 6	Conditions of the Offer.		15
Section 7	Historical Price Range of the Securities.		16
Section 8	Source and Amount of Funds.		18
Section 9	Certain Information Concerning Zions.		18
Section 10	Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Securities.		19
Section 11	Effects of the Offer on the Market for the Securities.		20
Section 12	Legal Matters; Regulatory Approvals.		21
Section 13	Certain Material U.S. Federal Income Tax Consequences.		21
Section 14	Summary Financial Information.		25
Section 15	Accounting Treatment.		26
Section 16	Extension of the Offer; Termination; Amendment.		26
Section 17	Fees and Expenses.		27
Section 18	Rule 14e-4 “Net Long Position” Requirement.		28
Section 19	Miscellaneous.		28

-ii-

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements in this Offer to Purchase, including information incorporated by reference, that are based on other than historical data are forward-looking statements. Forward-looking statements provide current expectations or forecasts of future events and include, among others:

•

statements with respect to the beliefs, plans, objectives, goals, guidelines, expectations, anticipations and future financial condition, results of operations and performance of the Company and its subsidiaries; and

•

statements preceded by, followed by or that include the words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects,” or similar 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 involve significant risks and uncertainties and actual results may differ materially from those presented, either expressed or implied, in this Offer to Purchase, including the information incorporated by reference. You should carefully consider those risks and uncertainties in reading this Offer to Purchase. Factors that might cause such 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 initiatives;

•

changes in local, national and international political and economic conditions, including without limitation the political and economic effects of the recent economic crisis, delay of recovery from that crisis, economic and fiscal imbalances in the United States 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 reduced rates of business formation and growth, commercial and residential real estate development and real estate prices, and energy-related commodity prices;

•

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

•

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

•

acquisitions and integration of acquired businesses;

•

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 Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve Board System, and the Federal Deposit Insurance Corporation (“FDIC”), the SEC, and the Consumer Financial Protection Bureau;

•

the impact of executive compensation rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act (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 of new international standards known as Basel III, and rules and regulations thereunder, on our required regulatory capital and liquidity levels, governmental assessments on us, the scope of business activities in which we may engage, the manner in which we

-iii-

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 Financial Accounting Standards Board or regulatory agencies; and

•

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

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, including the information incorporated by reference, to reflect future events or developments, provided that the Company will update its disclosures as required by the U.S. federal securities laws.

-iv-

SUMMARY TERM SHEET

We are providing this summary term sheet for your convenience. It highlights material information in this Offer to Purchase, but you should realize that it does not describe all of the details of the Offer to the same extent described in this Offer to Purchase. We recommend that you read the entire Offer to Purchase and the Letter of Transmittal because they contain the full details of the Offer. We have included references to the sections of this Offer to Purchase where you will find a more complete discussion.

The Offeror

The Offer is being made by Zions Bancorporation, a financial holding company organized under the laws of the State of Utah in 1955. Zions’ principal executive offices are located at One South Main, 15th Floor, Salt Lake City, Utah 84133, and its telephone number is (801) 844-7637.

Terms of the Offer

We are offering to purchase for cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and Letter of Transmittal, Securities in an amount such that the Total Consideration Amount for such Securities shall not exceed the Maximum Aggregate Purchase Amount. If the Total Consideration Amount of the Securities that are validly tendered and not properly withdrawn as of the Expiration Date exceeds the Maximum Aggregate Purchase Amount, we will accept for purchase that number of Securities that does not result in our purchasing more than the Maximum Aggregate Purchase Amount. In that event, the Securities will be accepted for purchase in accordance with the acceptance priority levels specified in the table below (in numerical priority order) and may be subject to proration, as described in this Offer to Purchase.

At the time you tender your Securities, you will not know the extent of participation by other holders of Securities in the Offer or whether acceptance of all validly tendered and not properly withdrawn Securities would result in the Total Consideration Amount exceeding the Maximum Aggregate Purchase Amount. As a result, you will not know whether we will be able to accept for purchase your validly tendered and not properly withdrawn Securities, in whole or in part, at the time you tender those Securities, unless you are a holder of Series I Shares, in which case we will accept at least a pro rata portion of the Series I Shares you properly tender and do not properly withdraw prior to the Expiration Date, subject to the satisfaction of the conditions of the Offer.

Below is a table that shows, for each series of Securities, the Acceptance Priority Level (as defined below) and the Offer Price per share.


Acceptance Priority Level	Series of Security	Liquidation Preference Per Share⁽¹⁾		Offer Price⁽²⁾
1	Series I Shares	$	1,000.00	$1,000.00 per $1,000 liquidation preference

2	Series J Shares	$	1,000.00	$1,090.00 per $1,000 liquidation preference

3	Series G Depositary Shares	$	25.00	$26.10 per share

-1-

(1)

Each $1,000 liquidation preference of the Series I Shares and Series J Shares is equal to one Series I Share and one Series J Share, respectively.

(2)

Note that market prices for Series G Depositary Shares include accrued but unpaid dividends. Nonetheless, in the Offer to Purchase, the purchase price for the Series G Depositary Shares is expressed as the sum of the Offer Price for such shares plus Accrued Dividends. Accordingly, when comparing the consideration to be received in the Offer for the Series G Depositary Shares to market prices, you should refer to the sum of the Offer Price and Accrued Dividends. Market prices for the Series I Shares and the Series J Shares do not include accrued but unpaid dividends.

The consideration for each Series I Share, Series J Share, and Series G Depositary Share tendered and accepted for purchase pursuant to the Offer will be, respectively, the Series I Offer Price, the Series J Offer Price, and the Series G Offer Price, plus, in each case, applicable Accrued Dividends.

Acceptance Priority Levels

If acceptance for purchase of all Securities validly tendered and not properly withdrawn prior to the Expiration Date would result in our purchase of a number of Securities with a Total Consideration Amount in excess of the Maximum Aggregate Purchase Amount, then Securities will be accepted in accordance with the acceptance priority levels specified in the table above (in numerical priority order) (“Acceptance Priority Levels”).

We initially will accept all Securities validly tendered and not properly withdrawn prior to the Expiration Date within Acceptance Priority Level 1, up to the Maximum Aggregate Purchase Amount. If the Total Consideration Amount of Series I Shares validly tendered and not properly withdrawn prior to the Expiration Date within Acceptance Priority Level 1 exceeds the Maximum Aggregate Purchase Amount, then we will accept for purchase a pro rata portion of the Series I Shares within Acceptance Priority Level 1.

After acceptance of Series I Shares within Acceptance Priority Level 1, the Maximum Aggregate Purchase Amount will be reduced by the Total Consideration Amount of Series I Shares accepted for purchase in Acceptance Priority Level 1 (such reduced number, the “Priority Level 2 Remaining Amount”). If the Priority Level 2 Remaining Amount is greater than zero, then we will accept for purchase validly tendered and not properly withdrawn Series J Shares within Acceptance Priority Level 2, but only to the extent that the Total Consideration Amount of the tendered Series J Shares does not exceed the Priority Level 2 Remaining Amount. If the Total Consideration Amount of the Securities tendered prior to the Expiration Date within Acceptance Priority Level 2 exceeds the Priority Level 2 Remaining Amount, then the number of Securities purchased within Acceptance Priority Level 2 will be prorated based on the aggregate liquidation preference of Securities tendered within Acceptance Priority Level 2.

After acceptance of Series J Shares within Acceptance Priority Level 2, the Priority Level 2 Remaining Amount will be reduced by the

-2-

Total Consideration Amount of Series J Shares accepted for purchase in Acceptance Priority Level 2 (such reduced number, the “Priority Level 3 Remaining Amount”). If the Priority Level 3 Remaining Amount is greater than zero, then we will accept for purchase validly tendered and not properly withdrawn Series G Depositary Shares within Acceptance Priority Level 3, but only to the extent that the Total Consideration Amount of the tendered Series G Depositary Shares does not exceed the Priority Level 3 Remaining Amount. If the Total Consideration Amount of the Securities tendered prior to the Expiration Date within Acceptance Priority Level 3 exceeds the Priority Level 3 Remaining Amount, then the number of Securities purchased within Acceptance Priority Level 3 will be prorated based on the aggregate liquidation preference of Securities tendered within Acceptance Priority Level 3. See Section 1.

The Offer is not conditioned on any minimum number of Securities being tendered. The Offer is, however, subject to certain conditions. See Section 6.

Proration

If proration of a series of Securities is required, due to our inability to accept for purchase all Securities of that series validly tendered and not properly withdrawn prior to the Expiration Date within a particular Acceptance Priority Level without exceeding the Maximum Aggregate Purchase Amount, Zions or the Tender Agent will determine the final proration factor as soon as practicable after the Expiration Date, and we will announce the results of proration by press release. Fractions for the Series G Depositary Shares resulting from the proration calculation will be rounded down to the next whole share. Fractions for the Series I Shares and Series J Shares will be rounded down to the nearest $1,000 increment.

Source and Amount of Funds

Zions expects to use cash on hand to pay the consideration payable by it pursuant to the Offer and the fees and expenses incurred by it in connection therewith. If the Offer is fully subscribed, Zions will pay $180,000,000 to purchase the Securities, excluding fees and expenses.

Time to Tender

You may tender Securities until the Offer expires.

The Offer will expire on November 16, 2015 at 11:59 p.m., New York City time, unless Zions extends it (such time and date, as the same may be extended, the Expiration Date). See Section 1.

Zions may choose to extend the Offer for any reason, subject to applicable laws. Zions cannot assure you that it will extend the Offer or, if it does, of the length of any extension that it may provide. See Section 16.

If a broker, dealer, commercial bank, trust company or other nominee holds your Securities, it is likely that it has an earlier deadline for you to act to instruct it to accept the Offer on your behalf. We recommend that you contact the broker, dealer, commercial bank, trust company or other nominee to determine its deadline.

-3-

Extension, Amendment, and
Termination of the Offer

Zions reserves the right to extend or amend the Offer. If Zions extends the Offer, it will delay the acceptance of any Securities that have been tendered. Zions reserves the right to terminate the Offer under certain circumstances. See Section 6 and Section 16.

Zions will issue a press release by 9:00 a.m., New York City time, on the business day after the scheduled Expiration Date if it decides to extend the Offer. Zions will announce any amendment to the Offer by making a public announcement of the amendment. See Section 16.

Purpose of the Offer

The principal purpose of the Offer is to reduce our future dividend obligations and to enhance our capital structure.

Conditions of the Offer

The Offer is neither conditioned upon any minimum number of Securities being tendered, nor subject to any financing condition. However, the Offer is subject to other conditions, including, among others, the absence of court and governmental action prohibiting, challenging or restricting the Offer. See Section 6.

Procedures for Tendering Securities

The Offer will expire on the Expiration Date, which is November 16, 2015 at 11:59 p.m. New York City time, unless Zions extends or earlier terminates the Offer. To tender your Securities prior to the expiration of the Offer, you must electronically transmit your acceptance of the Offer through ATOP, which is maintained by DTC, and by which you will agree to be bound by the terms and conditions set forth in the Offer, or deliver to the Tender Agent a duly executed Letter of Transmittal.

A tender will be deemed to be received after you have expressly agreed to be bound by the terms of the Offer, which is accomplished by the transmittal of an agent’s message to the Tender Agent by the DTC in accordance with ATOP procedures, or by delivery to the Tender Agent of a duly executed Letter of Transmittal. You should contact the Information Agent for assistance at the contact information listed on the last page of this Offer to Purchase. Please note that Zions will not purchase your Securities in the Offer unless the Tender Agent receives the required confirmation prior to the Expiration Date. If a broker, dealer, commercial bank, trust company or other nominee holds your Securities, it is likely that it has an earlier deadline for you to act to instruct it to accept the Offer on your behalf. We recommend that you contact your broker, dealer, commercial bank, trust company or other nominee to determine its applicable deadline. See Section 3.

There are no guaranteed delivery procedures available with respect to the Offer under the terms of this Offer to Purchase or

-4-

any related materials. Holders must tender their Securities in accordance with the procedures set forth in this Offer to Purchase. See Section 3.

Withdrawal Rights

You may withdraw any Securities you have tendered at any time before the Expiration Date, which will occur on November 16, 2015 at 11:59 p.m., New York City time, unless Zions extends the Offer. Zions cannot assure you that it will extend the Offer or, if it does, of the length of any extension it may provide. See Section 4.

Withdrawal Procedure

You must deliver, on a timely basis prior to the Expiration Date, a written notice of your withdrawal, or a properly transmitted “Request Message” through ATOP, to the Tender Agent at the address appearing on the last page of this Offer to Purchase. Your notice of withdrawal must specify your name, the number of Securities to be withdrawn and the name of the registered holder of those Securities. Some additional requirements apply for Securities that have been tendered under the procedure for book-entry transfer set forth in Section 3. See Section 4.

No Recommendation as to Whether to Tender

The Board of Directors of Zions has approved the Offer. However, neither Zions nor its Board of Directors makes any recommendation to holders of Securities as to whether to tender or refrain from tendering their Securities. You should read carefully the information in this Offer to Purchase before making your decision whether to tender your Securities. See Section 19.

Untendered or Unpurchased Securities

Any tendered Securities that are not accepted for purchase by Zions will be returned without expense to their tendering holder. Securities not tendered or otherwise not purchased pursuant to the Offer will remain outstanding. If the Offer is consummated, then the number of shares or aggregate liquidation amount that remains outstanding of each series of Securities that is purchased in part in the Offer will be reduced. This may adversely affect the liquidity of and/or increase the volatility in the market for the Securities of such series that remain outstanding after consummation of the Offer. See Section 11.

Market Prices of the Securities

Our Series G Depositary Shares are traded on the New York Stock Exchange (“NYSE”) under the symbol “ZBPRG.” On October 16, 2015, the last trading day prior to the date of this Offer to Purchase, the last reported price for the Series G Depositary Shares on the NYSE was $26.08. Note that the market price for Series G Depositary Shares includes accrued but unpaid dividends. Accordingly, when comparing the consideration to be received in the Offer for the Series G Depositary Shares to market prices, you should refer to the sum of the Offer Price and Accrued Dividends.

Our Series I Shares and Series J Shares are not traded on any exchange but instead are traded in the over-the-counter market, and the price quotations are reported by Bloomberg or by other sources. On October 16, 2015, the last trading day prior to the date of this Offer to Purchase, the last reported prices for the Series I Shares and

-5-

Series J Shares, as reported in the over-the-counter market on Bloomberg were $981.75 and $1,085.00, respectively. Note that the market prices for Series I Shares and Series J Shares do not include accrued but unpaid dividends. See Section 7.

Appraisal Rights

You will have no appraisal rights in connection with the Offer.

Time of Payment

Zions will pay the purchase price to you in cash for the Securities it purchases promptly after the Expiration Date and the acceptance of the Securities for purchase. We refer to the date on which such payment is made as the “Settlement Date.” Zions currently expects the Settlement Date to be November 18, 2015. See Section 5.

Payment of Brokerage Commissions

If you are a registered holder of Securities and you tender your Securities directly to the Tender Agent, you will not incur any brokerage commissions. If you hold Securities through a broker, dealer, commercial bank, trust company or other nominee, we recommend that you consult your broker, dealer, commercial bank, trust company or other nominee to determine whether transaction costs are applicable. See Section 3.

U.S. Federal Income Tax Consequences

The cash received in exchange for tendered Securities generally will be treated for U.S. federal income tax purposes either as (i) consideration received with respect to a sale or exchange of the tendered Securities, or (ii) a distribution from Zions in respect of its stock, depending on the particular circumstances of each holder of Securities. See Section 13 for a more detailed discussion.

We recommend that holders of the Securities consult their own tax advisors to determine the particular tax consequences to them of participating in the Offer, including the applicability and effect of any state, local or non-U.S. tax laws.

Payment of Stock Transfer Tax

If you are the registered holder and you instruct the Tender Agent to make the payment for the Securities directly to you, then generally you will not incur any stock transfer tax. See Section 5.

Further Information

You may call the Dealer Managers with questions regarding the terms of the Offer or the Information Agent with questions regarding how to tender and/or request additional copies of the Offer to Purchase, the Letter of Transmittal or other documents related to the Offer.

Deutsche Bank Securities Inc. and Goldman, Sachs & Co. are acting as the Dealer Managers, and Global Bondholder Services Corporation is acting as the Information Agent and as the Tender Agent for the Offer. See the last page of this Offer to Purchase for additional information about the Dealer Managers, Information Agent and Tender Agent.

-6-

CERTAIN SIGNIFICANT CONSIDERATIONS

We have not obtained a third-party determination that the Offer is fair to holders of the Securities.

None of us, the Dealer Managers, the Tender Agent, or the Information Agent makes any recommendation as to whether you should tender your Securities in the Offer. We have not retained, and do not intend to retain, any unaffiliated representative to act on behalf of the holders of the Securities for purposes of negotiating the Offer or preparing a report concerning the fairness of the Offer. You must make your own independent decision regarding your participation in the Offer.

We may not accept all of the Securities tendered in the Offer.

Depending on the amount of Securities tendered in the Offer, we may not accept all of the Securities tendered in the Offer. Further, we may have to prorate the Securities that we accept in the Offer. Any Securities not accepted will be returned to tendering holders promptly after expiration. See Section 1 and Section 5.

If the Offer is successful, there may no longer be a trading market for the Securities of some series, or there may be a limited trading market for the Securities and the market price for the Securities may be depressed.

Depending on the amount of Securities of any series that are accepted in the Offer, the trading market for the Securities of that series that remain outstanding after the Offer may be more limited. A reduced trading volume for a series of Securities may decrease the price and increase the volatility of the trading price of the Securities of the series that remain outstanding following the completion of the Offer.

Holders of Securities that participate in the Offer are giving up their right to future dividends on the Securities.

If you tender your Securities, you will be giving up your right to any future dividend payments that are paid on the Securities.

The Securities may be acquired by the Company other than through the Offer in the future.

From time to time in the future, to the extent permitted by applicable law, the Company may acquire Securities that remain outstanding, whether or not the Offer is consummated, through tender offers, exchange offers or otherwise, upon such terms and at such prices as it may determine, which may be more or less than the price to be paid pursuant to the Offer and could be for cash or other consideration. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Company may pursue.

-7-

THE OFFER

Section 1 Number of Securities; Expiration Date.

General. We are offering to purchase for cash, upon the terms and subject to the conditions set forth in the Offer to Purchase and Letter of Transmittal, Securities in an amount such that the Total Consideration Amount for such Securities shall not exceed the Maximum Aggregate Purchase Amount. If the Total Consideration Amount of the Securities that are validly tendered and not properly withdrawn as of the Expiration Date exceeds the Maximum Aggregate Purchase Amount, we will accept for purchase that number of Securities that does not result in our purchasing more than the Maximum Aggregate Purchase Amount. In that event, the Securities will be accepted for purchase in accordance with the acceptance priority levels specified in the table below (in numerical priority order) and may be subject to proration, as described in this Section 1.

If you elect to participate in any of the Offer, you may tender a portion of or all of the Securities you hold, although we may not be able to accept for purchase all such Securities you tender. At the time you tender your Securities, you will not know the extent of participation by other holders of Securities in the Offer or whether acceptance of all validly tendered and not properly withdrawn Securities would exceed the Maximum Aggregate Purchase Amount. As a result, you will not know whether we will be able to accept for purchase your validly tendered and not properly withdrawn Securities, in whole or in part, at the time you tender those Securities, unless you are a holder of Series I Shares, in which case we will accept at least a pro rata portion of the Series I Shares you properly tender and do not properly withdraw prior to the Expiration Date, subject to the satisfaction of the conditions of the Offer.

Acceptance Priority Levels; Proration. If the Total Consideration Amount of Securities that are validly tendered and not properly withdrawn as of the Expiration Date exceeds the Maximum Aggregate Purchase Amount, we will accept for purchase that number of Securities that does not result in our purchasing more than the Maximum Aggregate Purchase Amount. In that event, the Securities will be accepted for purchase in accordance with the Acceptance Priority Levels specified in the table below (in numerical priority order) and may be subject to proration, as described in this Offer to Purchase.


Acceptance Priority Level	Series of Securities	CUSIP No(s).		Liquidation Preference Per Share⁽¹⁾		Aggregate Liquidation Preference Outstanding		Offer Price⁽²⁾	Hypothetical Accrued Dividends⁽³⁾		Hypothetical Total Consideration⁽³⁾
1	Series I Shares		989701BD8	$	1,000.00	$	300,893,000	$1,000.00 per $1,000 liquidation preference	$	24.65	$	1,024.65
2	Series J Shares		989701BF3	$	1,000.00	$	195,152,000	$1,090.00 per $1,000 liquidation preference	$	12.60	$	1,102.60
3	Series G Depositary Shares		989701859	$	25.00	$	171,826,775	$26.10 per share	$	0.28	$	26.38

(1)	Each $1,000 liquidation preference of the Series I Shares and Series J Shares is equal to one Series I Share and one Series J Share, respectively.

(2)	Note that market prices for Series G Depositary Shares include accrued but unpaid dividends. Nonetheless, in the Offer to Purchase, the purchase price for the Series G Depositary Shares is expressed as the sum of the Offer Price for such shares plus Accrued Dividends.

-8-

Accordingly, when comparing the consideration to be received in the Offer for the Series G Depositary Shares to market prices, you should refer to the sum of the Offer Price and Accrued Dividends. Market prices for the Series I Shares and the Series J Shares do not include accrued but unpaid dividends.

(3)	Assumes the Settlement Date is November 18, 2015.

After acceptance of Series J Shares within Acceptance Priority Level 2, the Priority Level 2 Remaining Amount will be reduced by the Total Consideration Amount of Series J Shares accepted for purchase in Acceptance Priority Level 2 (such reduced number, the “Priority Level 3 Remaining Amount”). If the Priority Level 3 Remaining Amount is greater than zero, then we will accept for purchase validly tendered and not properly withdrawn Series G Depositary Shares within Acceptance Priority Level 3, but only to the extent that the Total Consideration Amount of the tendered Series G Depositary Shares does not exceed the Priority Level 3 Remaining Amount. If the Total Consideration Amount of the Securities tendered prior to the Expiration Date within Acceptance Priority Level 3 exceeds the Priority Level 3 Remaining Amount, then the number of Securities purchased within Acceptance Priority Level 3 will be prorated based on the aggregate liquidation preference of Securities tendered within Acceptance Priority Level 3.

If proration of a series of Securities is required, due to our inability to accept for purchase all Securities validly tendered and not properly withdrawn prior to the Expiration Date within a particular Acceptance Priority Level without exceeding the Maximum Aggregate Purchase Amount, Zions or the Tender Agent will determine the final proration factor as soon as practicable after the Expiration Date, and we will announce the results of proration by press release. Fractions for the Series G Depositary Shares resulting from the proration calculation will be rounded down to the next whole share. Fractions for the Series I Shares and Series J Shares will be rounded down to the nearest $1,000 increment.

The following tables set forth examples of the priority and proration that may be applicable to validly tendered and not properly withdrawn Securities as a result of prioritizing the acceptance of Series I Shares over the Series J Shares and the Series G Depositary Shares, and the Series J Shares over the Series G Depositary Shares, based on the offer prices set forth on the cover page of this Offer to Purchase and assuming a Settlement Date of November 18, 2015. The first table sets forth the priority and proration that would be applicable under a “100% Participation Scenario,” assuming the holders of each series of Securities tender 100% of their Securities, the second table sets forth the priority and proration that would be applicable under a “50% Participation Scenario,” assuming the holders of each series of Securities tender 50% of their Securities and the third table sets forth the priority and proration that would be applicable under a “30% Participation Scenario,” assuming the holders of each series of Securities tender 30% of their Securities. You will not know whether we will accept your Securities for purchase at the time that you tender your Securities, unless you are a holder of Series I Shares, in which case we will accept at least a pro rata portion of the Series I Shares you properly tender and do not

-9-

properly withdraw prior to the Expiration Date, subject to the satisfaction of the conditions of the Offer. Note that certain amounts of “Aggregate Liquidation Preference Tendered” and “Aggregate Liquidation Preference Accepted” in the tables below have been rounded down on account of the fact that the Series I Shares and Series J Shares may only be tendered and accepted in $1,000 denominations and the Series G Depositary Shares may only be tendered and accepted in $25 denominations.

100% Participation Scenario


Series	Aggregate Liquidation Preference Outstanding		Aggregate Liquidation Preference Tendered		Aggregate Liquidation Preference Accepted		% of Liquidation Preference Accepted			% of Liquidation Preference Not Accepted			Liquidation Preference Outstanding Post-Closing
Series I Shares	$	300,893,000	$	300,893,000	$	175,669,000		58	%		42	%	$	125,224,000
Series J Shares	$	195,152,000	$	195,152,000	$	0		0	%		100	%	$	195,152,000
Series G Depositary Shares	$	171,826,775	$	171,826,775	$	0		0	%		100	%	$	171,826,775

50% Participation Scenario


Series	Aggregate Liquidation Preference Outstanding		Aggregate Liquidation Preference Tendered		Aggregate Liquidation Preference Accepted		% of Liquidation Preference Accepted			% of Liquidation Preference Not Accepted			Liquidation Preference Outstanding Post-Closing
Series I Shares	$	300,893,000	$	150,446,000	$	150,446,000		100	%		0	%	$	150,447,000
Series J Shares	$	195,152,000	$	97,576,000	$	23,440,000		24	%		76	%	$	171,712,000
Series G Depositary Shares	$	171,826,775	$	85,913,375	$	0		0	%		100	%	$	171,826,775

30% Participation Scenario


Series	Aggregate Liquidation Preference Outstanding		Aggregate Liquidation Preference Tendered		Aggregate Liquidation Preference Accepted		% of Liquidation Preference Accepted			% of Liquidation Preference Not Accepted			Liquidation Preference Outstanding Post-Closing
Series I Shares	$	300,893,000	$	90,267,000	$	90,267,000		100	%		0	%	$	210,626,000
Series J Shares	$	195,152,000	$	58,545,000	$	58,545,000		100	%		0	%	$	136,607,000
Series G Depositary Shares	$	171,826,775	$	51,548,025	$	21,758,900		42	%		58	%	$	150,067,875

In addition, to the extent permitted by applicable law, Zions may from time to time acquire Securities that remain outstanding after the Expiration Date through one or more tender or exchange offers or otherwise, at prices that may be less than, equal to or greater than the prices paid for the Securities in the Offer. Until the expiration of at least ten business days after the Expiration Date or the date we otherwise terminate the Offer, neither we nor any of our affiliates will make any purchases of the Securities other than pursuant to the Offer.

Expiration Date. The term “Expiration Date” means November 16, 2015 at 11:59 p.m., New York City time, unless and until Zions shall have extended the period of time during which the Offer will remain open, in which event the term Expiration Date shall refer to the latest time and date at which the Offer, as so extended by Zions, shall expire. Zions will pay for all properly tendered and not properly withdrawn Securities that are accepted for purchase promptly after the Expiration Date. If Zions materially changes the Offer or information concerning the Offer, it will extend the Offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3), 13e-4(f)(1) and 14e-1(b) under the Exchange Act.

For the purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or U.S. federal holiday and consists of the time period from 12:01 a.m. through 12:00 midnight, New York City time.

-10-

If Zions (i) increases or decreases the price to be paid for any series of the Securities or (ii) decreases the Maximum Aggregate Purchase Amount of Securities that it may purchase in the Offer, then the Offer must remain open for at least ten business days following the date that notice of the increase or decrease is first published, sent or given in the manner specified in Section 16.

THE OFFER IS NEITHER CONDITIONED ON ANY MINIMUM NUMBER OF SECURITIES BEING TENDERED, NOR SUBJECT TO ANY FINANCING CONDITION. ZIONS’ OBLIGATION TO ACCEPT AND PAY FOR SECURITIES PROPERLY TENDERED PURSUANT TO THE OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 6.

This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Securities and will be furnished to brokers, dealers, commercial banks, trust companies or other nominee shareholders and similar persons whose names, or the names of whose nominees, appear on Zions’ shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of the Securities.

Section 2 Purpose of the Offer.

The Offer. The principal purpose of the Offer is to reduce our future dividend obligations and to enhance our capital structure.

General. Zions’ Board of Directors has approved the Offer. However, neither Zions nor its Board of Directors makes any recommendation to holders of Securities as to whether to tender or refrain from tendering their Securities. Holders of Securities should carefully evaluate all information in the Offer, should consult their own investment and tax advisors, and should make their own decisions about whether to tender Securities, and, if so, how many Securities to tender.

Zions will retire the Securities it acquires pursuant to the Offer.

Section 3 Procedures for Tendering the Securities.

All of the Securities are held in book-entry form through the facilities of DTC and must be tendered through DTC. If you desire to tender Securities, a DTC participant must electronically transmit your acceptance of the Offer through DTC’s ATOP, for which the transaction will be eligible. In accordance with ATOP procedures, DTC will then verify the acceptance of the Offer and send an agent’s message (as hereinafter defined) to the Tender Agent, for its acceptance. An “agent’s message” is a message transmitted by DTC, received by the Tender Agent and forming part of the book-entry confirmation, which states that DTC has received an express acknowledgment from you that you have received the Offer and agree to be bound by the terms of the Offer, and that Zions may enforce such agreement against you. Alternatively, you may also confirm your acceptance of the Offer by delivering to the Tender Agent a duly executed Letter of Transmittal. A tender will be deemed to have been received only when the Tender Agent receives (i) either a duly completed agent’s message through the facilities of DTC at the Tender Agent’s DTC account or a properly completed Letter of Transmittal, and (ii) confirmation of book-entry transfer of the Securities into the Tender Agent’s applicable DTC account.

If a broker, dealer, commercial bank, trust company or other nominee holds your Securities, it is likely that it has an earlier deadline for you to act to instruct it to accept the Offer on your behalf. We recommend that you contact your broker, dealer, commercial bank, trust company or other nominee to determine its applicable deadline.

We recommend that investors who hold Securities through brokers, dealers, commercial banks, trust companies or other nominees consult the brokers, dealers, commercial banks, trust companies or other nominees to determine whether transaction costs are applicable if they tender Securities through the brokers, dealers, commercial banks, trust companies or other nominees and not directly to the Tender Agent.

-11-

Signature Guarantees. Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loans associations and brokerage houses) which is a participant in the Securities Transfer Agents Medallion Program. Signatures on a Letter of Transmittal need not be guaranteed if:

•

the Letter of Transmittal is signed by the registered holder (which term, for purposes of this Section 3, shall include any participant in DTC whose name appears on a security position listing as the owner of the Securities) of the Securities tendered therewith and the holder has not completed either of the boxes under “Special Payment and Delivery Instructions” within the Letter of Transmittal; or

•

the Securities are tendered for the account of a bank, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act. See Instruction 1 of the Letter of Transmittal.

Zions will make payment for Securities tendered and accepted for purchase in the Offer only after the Tender Agent receives a timely confirmation of the book-entry transfer of the Securities into the Tender Agent’s account at DTC, a properly completed and a duly executed Letter of Transmittal, or an agent’s message, and any other documents required by the Letter of Transmittal.

Book-Entry Delivery. The Tender Agent will establish an account with respect to the Securities for purposes of the Offer at DTC within two business days after the date of this Offer to Purchase, and any financial institution that is a DTC participant may make book-entry delivery of the Securities by causing DTC to transfer Securities into the Tender Agent’s account in accordance with DTC’s procedures for transfer. Although DTC participants may effect delivery of Securities into the Tender Agent’s account at DTC, such deposit must be accompanied by either

•

a message that has been transmitted to the Tender Agent through the facilities of DTC or “agent’s message,” or

•

a properly completed and duly executed Letter of Transmittal, including any other required documents, that has been transmitted to and received by the Tender Agent at its address set forth on the back page of this Offer to Purchase before the Expiration Date.

Method of Delivery. The method of delivery of the Letter of Transmittal and any other required documents is at the election and risk of the tendering holder of Securities. If you choose to deliver required documents by mail, we recommend that you use registered mail with return receipt requested, properly insured. Delivery of the Letter of Transmittal and any other required documents to DTC does not constitute delivery to the Tender Agent.

Appraisal Rights. You will have no appraisal rights in connection with the Offer.

U.S. Federal Backup Withholding Tax. Under the U.S. federal income tax backup withholding rules, 28% of the gross proceeds payable to a holder of the Securities or other payee pursuant to the Offer will be withheld and remitted to the U.S. Treasury, unless the holder of the Securities or other payee provides his or her taxpayer

-12-

identification number (i.e., employer identification number or Social Security number) to the Tender Agent and certifies under penalties of perjury that such number is correct and that such holder of the Securities or other payee is exempt from backup withholding, or such holder of the Securities or other payee otherwise establishes an exemption from backup withholding. If the Tender Agent is not provided with the correct taxpayer identification number, the holder of the Securities or other payee may also be subject to certain penalties imposed by the Internal Revenue Service (the “IRS”). Therefore, each tendering U.S. Holder (as defined below in Section 13) should complete and sign the IRS Form W-9 included as part of the Letter of Transmittal so as to provide the information and certification necessary to avoid backup withholding unless the U.S. Holder otherwise establishes to the satisfaction of the Tender Agent that such tendering U.S. Holder is not subject to backup withholding. Certain holders of the Securities (including, among others, C corporations) are not subject to these backup withholding and reporting requirements. In order for a Non-U.S. Holder (as defined below in Section 13) to qualify as an exempt recipient, such holder of the Securities generally must submit an IRS Form W-8BEN, IRS Form W-8BEN-E (each included as part of the Letter of Transmittal) or other applicable IRS Form W-8, signed under penalties of perjury, attesting to that holder’s non-U.S. status. Tendering holders of the Securities can obtain other applicable forms from the Tender Agent or from www.irs.gov. See Instruction 8 of the Letter of Transmittal.

Backup withholding is not an additional tax, and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

TO PREVENT U.S. FEDERAL BACKUP WITHHOLDING TAX ON THE GROSS PAYMENTS MADE TO YOU FOR THE SECURITIES PURCHASED PURSUANT TO THE OFFER, YOU MUST PROVIDE THE TENDER AGENT WITH A COMPLETED IRS FORM W-9 OR IRS FORM W-8, AS APPROPRIATE, OR OTHERWISE ESTABLISH AN EXEMPTION FROM SUCH WITHHOLDING.

Where Securities are tendered on behalf of the holder of Securities by a broker or other DTC participant, the foregoing IRS Forms and certifications generally must be provided by the holder of Securities to the DTC participant, instead of the Tender Agent, in accordance with the DTC participant’s applicable procedures.

For a discussion of certain material U.S. federal income tax consequences to tendering holders of the Securities, see Section 13.

Return of Withdrawn Securities. In the event of proper withdrawal of tendered Securities, the Tender Agent will credit the Securities to the appropriate account maintained by the tendering holder of Securities at DTC without expense to the holder of the Securities.

Determination of Validity; Rejection of Securities; Waiver of Defects; No Obligation to Give Notice of Defects. Zions will determine, in its sole discretion, all questions as to the validity, form, eligibility (including time of receipt) and acceptance for purchase of any tender of Securities, and its determination will be final and binding on all parties. Zions reserves the absolute right to reject any or all tenders of any Securities that it determines are not in proper form or the acceptance for purchase of or payment for which Zions determines may be unlawful. Zions also reserves the absolute right to waive any defect or irregularity in any tender with respect to any particular Security or any particular holder of Securities, and Zions’ interpretation of the terms of the Offer will be final and binding on all parties. No tender of Securities will be deemed to have been properly made until the holder of the Securities cures, or Zions waives, all defects or irregularities. None of Zions, the Tender Agent, the Information Agent, the Dealer Managers or any other person will be under any duty to give notification of any defects or irregularities in any tender or incur any liability for failure to give this notification.

Tendering Holder’s Representation and Warranty; Zions’ Acceptance Constitutes an Agreement. A tender of Securities under the procedures described above will constitute the tendering holder’s acceptance of the terms and conditions of the Offer, as well as the tendering holder’s representation and warranty to Zions that (i) such

-13-

holder of Securities has the full power and authority to tender, sell, assign and transfer the tendered Securities and (ii) when the same are accepted for purchase by Zions, it will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, changes and encumbrances and not subject to any adverse claims.

Zions’ acceptance for purchase of Securities tendered under the Offer will constitute a binding agreement between the tendering holder of Securities and Zions upon the terms and conditions of the Offer.

Section 4 Withdrawal Rights.

Holders of Securities may withdraw Securities tendered into the Offer at any time prior to the Expiration Date. Holders of Securities may also withdraw their Securities if Zions has not accepted the Securities for purchase after the expiration of forty business days from the commencement of the Offer.

For a withdrawal to be effective, the Tender Agent must receive, prior to the Expiration Date, a written notice of withdrawal, or a properly transmitted “Request Message” through ATOP, at the Tender Agent’s address set forth on the back page of this Offer to Purchase. Any such notice of withdrawal must specify the name of the tendering holder of the Securities, the series and number of Securities that the holder of Securities wishes to withdraw and the name of the registered holder of the Securities.

Any notice of withdrawal must also specify the name and the number of the account at DTC to be credited with the withdrawn Securities and must otherwise comply with DTC’s procedures. Zions will determine all questions as to the form and validity (including the time of receipt) of any notice of withdrawal, in its sole discretion, and such determination will be final and binding. None of Zions, the Tender Agent, the Information Agent, the Dealer Managers or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give this notification.

A holder of Securities may not rescind a withdrawal and Zions will deem any Securities that a holder of Securities properly withdraws not properly tendered for purposes of the Offer, unless the holder of Securities properly retenders the withdrawn Securities before the Expiration Date by following one of the procedures described in Section 3.

Section 5 Purchase of Securities and Payment of Purchase Price.

Subject to the conditions of the Offer, on the Settlement Date, we will accept for purchase the maximum number of validly tendered and not properly withdrawn Securities that does not result in our paying a Total Consideration Amount in excess of the Maximum Aggregate Purchase Amount, in accordance with the Acceptance Priority Levels and subject to proration as described above in Section 1. We currently expect the Settlement Date to be November 18, 2015, or as it may be extended pursuant to this Offer.

For purposes of the Offer, Zions will be deemed to have accepted for purchase, and therefore purchased, Securities that are properly tendered and are not properly withdrawn, only when, as and if it gives oral or written notice to the Tender Agent of its acceptance of the Securities for purchase under the Offer.

Zions will pay for Securities that it purchases under the Offer by depositing the aggregate purchase price for such Securities with DTC, which will act as agent for tendering holders of the Securities for the purpose of receiving payment from Zions and transmitting payment to the tendering holders of the Securities.

Zions will pay all stock transfer taxes, if any, payable on the transfer to it of Securities purchased under the Offer. If, however,

•

payment of the purchase price is to be made to any person other than the registered holder, or

•

tendered Securities are registered in the name of any person other than the person signing the Letter of Transmittal,

-14-

then the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the purchase price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption therefrom, is submitted. See Instruction 6 of the Letter of Transmittal.

If the Offer expires or terminates and any of the Securities have not been accepted for purchase by us following the expiration or termination of the Offer, the holder of Securities that were not accepted for purchase will continue to own those Securities. The Tender Agent will credit those Securities to the appropriate account maintained by the tendering holder of Securities at DTC without expense to the holder of the Securities.

Section 6 Conditions of the Offer.

Notwithstanding any other provision of the Offer, Zions will not be required to accept for purchase, purchase or pay for any Securities tendered, and may terminate or amend the Offer or may postpone the acceptance for purchase of, or the purchase of and the payment for Securities tendered, subject to Rule 13e-4(f) under the Exchange Act, if, at any time on or after the date hereof and before the Expiration Date, any of the following events shall have occurred (or shall have been reasonably determined by Zions to have occurred) that, in Zions’ reasonable judgment and regardless of the circumstances giving rise to the event or events, make it inadvisable to proceed with the Offer or with acceptance for purchase:

•

there shall have been threatened, instituted or pending any action or proceeding by any government or governmental, regulatory or administrative agency, authority or tribunal or any other person, domestic or foreign, before any court, authority, agency or tribunal that directly or indirectly challenges the making of the Offer, the acquisition of some or all of the Securities under the Offer or otherwise relates in any manner to the Offer;

•

there shall have been any action threatened, instituted, pending or taken, or approval withheld, or any statute, rule, regulation, judgment, order or injunction threatened, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to the Offer or Zions or any of its subsidiaries, by any court or any authority, agency, tribunal or other body that, in Zions’ reasonable judgment, would or might, directly or indirectly:

•

make the acceptance for purchase of, or payment for, some or all of the Securities illegal or otherwise restrict or prohibit completion of the Offer;

•

delay or restrict the ability of Zions, or render Zions unable, to accept for purchase or pay for some or all of the Securities; or

•

in Zions’ reasonable judgment, there has occurred any of the following:

•

any general suspension of trading in, or limitation on prices for, securities on any U.S. national securities exchange or in the over-the-counter market;

•

the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, whether or not mandatory;

•

the commencement of any war, armed hostilities or other international or national calamity, including any act of terrorism, on or after the date of this Offer to Purchase or any material escalation of any war or armed hostilities which had commenced before the date of this Offer to Purchase;

•

any limitation, whether or not mandatory, imposed by any governmental, regulatory, self-regulatory or administrative authority, tribunal or other body, or any other event, that could materially affect the extension of credit by banks or other lending institutions in the United States; or

-15-

•

any change or changes have occurred in the business, condition (financial or otherwise), income, operations, property or prospects of Zions or any of its subsidiaries that could have a material adverse effect on Zions and its subsidiaries, taken as a whole, or there is an adverse change in the benefits of the Offer to Zions

The foregoing conditions are for the sole benefit of Zions and may be waived by Zions, in whole or in part, at any time and from time to time, before the Expiration Date, in its reasonable discretion. Zions’ failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of these rights, and each of these rights shall be deemed an ongoing right that may be asserted at any time and from time to time. Any determination or judgment by Zions concerning the events described above will be final and binding on all parties.

Section 7 Historical Price Range of the Securities.

Our Series G Depositary Shares are traded on the New York Stock Exchange (“NYSE”). Our Series I Shares and Series J Shares are not traded on any exchange but instead are traded in the over-the-counter market.

Market Price of and Dividends on the Series G Depositary Shares

Our Series G Depositary Shares are traded on the NYSE under the symbol “ZBPRG.” As of October 16, 2015, there were outstanding 6,873,071 Series G Depositary Shares. The following table sets forth, for the periods indicated, the high and low reported intraday prices per share of the Series G Depositary Shares on the NYSE and the cash dividends per Series G Depositary Share. Note that the market price for Series G Depositary Shares includes accrued but unpaid dividends.


	Series G Depositary Shares				Cash Distributions per Preferred Depositary Share
	High		Low		Cash Distributions per Preferred Depositary Share
Fiscal Year Ending December 31, 2015
Fourth Quarter (through October 16, 2015)	$	26.13	$	25.81	$	0.3938
Third Quarter		28.47		25.95		0.3938
Second Quarter		27.36		25.15		0.3938
First Quarter		26.42		25.10		0.3938

Fiscal Year Ended December 31, 2014
Fourth Quarter	$	26.51	$	24.90	$	0.3938
Third Quarter		26.33		25.29		0.3938
Second Quarter		26.31		24.85		0.3938
First Quarter		25.51		23.15		0.3938

Fiscal Year Ended December 31, 2013
Fourth Quarter	$	24.56	$	22.88	$	0.3938
Third Quarter		25.91		23.12		0.3938
Second Quarter		27.80		25.00		0.5600
First Quarter		26.99		24.95		—

On October 16, 2015, the closing sales price of the Series G Depositary Shares on the NYSE was $26.08.

Market Price of and Dividends on the Series I Shares

Our Series I Shares are not traded on any exchange but instead are traded in the over-the-counter market, and the price quotations are reported by Bloomberg or by other sources. As of October 16, 2015, there were outstanding 300,893 Series I Shares. The following table sets forth, for the periods indicated, the high and low

-16-

reported intraday prices per share of the Series I Shares as reported in the over-the-counter market on Bloomberg and the cash dividends per Series I Share. Bloomberg does not report Series I Share prices prior to June 16, 2014. Note that the market price for Series I Shares does not include accrued but unpaid dividends.


	Series I Shares				Cash Distributions per Preferred Share
	High		Low		Cash Distributions per Preferred Share
Fiscal Year Ending December 31, 2015
Fourth Quarter (through October 16, 2015)	$	984.30	$	942.50	$	—
Third Quarter		997.38		910.00		—
Second Quarter		999.60		935.00		29.00
First Quarter		989.40		925.00		—

Fiscal Year Ended December 31, 2014
Fourth Quarter	$	986.85	$	923.75	$	29.00
Third Quarter		990.00		940.00		—
Second Quarter		982.50		940.00		29.00
First Quarter		—		—		—

Fiscal Year Ended December 31, 2013
Fourth Quarter	$	—	$	—	$	33.51

On October 16, 2015, the last reported sales price of the Series I Shares on the over-the-counter market was $981.75.

Market Price of and Dividends on the Series J Shares

Our Series J Shares are not traded on any exchange but instead are traded in the over-the-counter market, and the price quotations are reported by Bloomberg or by other sources. As of October 16, 2015, there were outstanding 195,152 Series J Shares. The following table sets forth, for the periods indicated, the high and low reported intraday prices per share of the Series J Shares as reported in the over-the-counter market on Bloomberg and the cash dividends per Series J Share. Bloomberg does not report Series J Share prices prior to June 16, 2014. Note that the market price for Series J Shares does not include accrued but unpaid dividends.


	Series J Shares				Cash Distributions per Preferred Share
	High		Low		Cash Distributions per Preferred Share
Fiscal Year Ending December 31, 2015
Fourth Quarter (through October 16, 2015)	$	1,085.00	$	1,039.78	$	—
Third Quarter		1,080.00		1,039.78		36.00
Second Quarter		1,105.42		1,041.00		—
First Quarter		1,101.60		1,050.00		36.00

Fiscal Year Ended December 31, 2014
Fourth Quarter	$	1,093.95	$	1,049.72	$	—
Third Quarter		1,096.50		1,031.50		36.00
Second Quarter		1,090.00		1,052.50		—
First Quarter		—		—		42.40

Fiscal Year Ended December 31, 2013
Fourth Quarter	$	—	$	—	$	—

On October 16, 2015, the last reported sales price of the Series J Shares on the over-the-counter market was $1,085.00.

-17-

Section 8 Source and Amount of Funds.

Zions expects to use cash on hand to pay the consideration payable by it pursuant to the Offer and the fees and expenses incurred by it in connection therewith. If the Offer is fully subscribed, Zions will pay $180,000,000, excluding fees and expenses, to purchase the Securities.

Section 9 Certain Information Concerning Zions.

Zions Bancorporation is a financial holding company organized under the laws of the State of Utah in 1955, and registered under the Bank Holding Company Act, as amended. Zions Bancorporation and its subsidiaries own and operate seven commercial banks with a total of 455 domestic branches as of June 30, 2015. Zions provides a full range of banking and related services through its banking and other subsidiaries, primarily in Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington, and Wyoming. Full-time equivalent employees totaled 10,265 as of June 30, 2015.

Zions focuses on providing community banking services by continuously strengthening its core business lines of (i) small and medium-sized business and corporate banking; (ii) commercial and residential development, construction and term lending; (iii) retail banking; (iv) treasury cash management and related products and services; (v) residential mortgage servicing and lending; (vi) trust and wealth management; (vii) limited capital markets activities, including municipal finance advisory and underwriting; and (viii) investment activities. It operates seven different banks in eleven Western and Southwestern states with each bank operating under a different name and each having its own board of directors, chief executive officer, and management team. The banks provide a wide variety of commercial and retail banking and mortgage lending products and services. They also provide a wide 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, direct deposit, and Internet and mobile banking. In addition, certain subsidiary banks provide services to key market segments through their Women’s Financial, Private Client Services, and Executive Banking Groups. We also offer wealth management services through various subsidiaries, including Contango Capital Advisors and Zions Trust Company, and online and traditional brokerage services through Zions Direct and Amegy Investments.

In addition to these core businesses, Zions has built specialized lines of business in capital markets and public finance, and is a leader in Small Business Administration (“SBA”) lending. Through its subsidiary banks, Zions is one of the nation’s largest providers of SBA 7(a) and SBA 504 financing to small businesses. Zions owns an equity interest in Farmer Mac and is its top originator of secondary market agricultural real estate mortgage loans. Zions provides finance advisory and corporate trust services for municipalities. Zions uses its trust powers to provide trust services to individuals in its wealth management business and to provide bond transfer, stock transfer, and escrow services in its corporate trust business, both within and outside of its footprint.

Zions’ principal executive offices are located at One South Main, 15th Floor, Salt Lake City, Utah 84133, and our telephone number is (801) 844-7637. Zions’ website address is www.zionsbancorporation.com. This website address is not intended to be an active link and information on Zions’ website is not incorporated in, and should not be construed to be part of, this Offer to Purchase.

Additional Information. Zions files reports, proxy statements and other information with the SEC. These reports, proxy statements and other information can be read and copied at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. The SEC maintains an internet site at www.sec.gov that contains reports, proxy and information statements and other information regarding companies that file electronically with the SEC, including Zions. Zions’ common stock is listed and trading on the Nasdaq Global Select Market under the symbol “ZION.” These reports, proxy statements and other information can also be read at the offices of the Nasdaq Global Select Market, 1735 K Street, N.W., Washington, D.C. 20006.

-18-

Incorporation by Reference. The SEC allows “incorporation by reference” into this Offer to Purchase of information that Zions files with the SEC. This permits Zions to disclose important information to you by referencing these filed documents. Any information referenced this way is considered part of this Offer to Purchase. Information furnished under Item 2.02 and Item 7.01 of Zions’ Current Reports on Form 8-K is not incorporated by reference in this Offer to Purchase. Zions incorporates by reference the documents below which have been filed with the SEC. Zions incorporates by reference into this Offer to Purchase the documents listed below.

•

The 2014 Form 10-K, filed on February 27, 2015;

•

The portions of Zions’ Definitive Proxy Statement, filed on April 9, 2015 for Zions’ Annual Meeting of Shareholders incorporated by reference into its Annual Report;

•

The Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015; and

•

Current Reports on Form 8-K filed January 26, 2015, February 10, 2015 (Items 2.02 and 8.01), March 5, 2015, March 11, 2015 (Items 8.01 and 9.01), March 20, 2015 (both), April 20, 2015, May 8, 2015, May 27, 2015, July 20, 2015 and September 16, 2015 (Item 8.01).

Please note that the Schedule TO to which this Offer to Purchase relates does not permit forward “incorporation by reference.” If a material change occurs in the information set forth in this Offer to Purchase, we will amend the Schedule TO accordingly.

Certain Financial Information. Zions incorporates by reference the financial statements and notes thereto included in the 2014 Form 10-K.

Any statement contained in a document incorporated or considered to be incorporated by reference in this Offer to Purchase shall be considered to be modified or superseded for purposes of this Offer to Purchase to the extent that a statement contained in this Offer to Purchase or in any subsequently filed document that is or is considered to be incorporated by reference modifies or supersedes such statement. Any statement that is modified or superseded will not, except as so modified or superseded, constitute a part of this Offer to Purchase. Nothing herein shall be deemed to incorporate information furnished to, but not filed with, the SEC, except that information furnished to the SEC making reference to the Offer will be incorporated by reference in this Offer to Purchase. Zions will provide to each person, including any beneficial owner, to whom this Offer to Purchase is delivered, at no cost upon his or her written or oral request, a copy of any of the documents that are incorporated by reference in this Offer to Purchase, other than exhibits to such documents that are not specifically incorporated by reference into this Offer to Purchase, and Zions’ constitutional documents. You may request such documents by contacting us at:

Investor Relations

Zions Bancorporation

One South Main Street, 15th Floor

Salt Lake City, Utah 84133

(801) 844-7637

Section 10 Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Securities.

As of October 16, 2015, Zions had outstanding 6,873,071 Series G Depositary Shares, 300,893 Series I Shares, and 195,152 Series J Shares.

-19-

Except as described below, neither Zions nor, to the best of its knowledge, any of its executive officers and directors or any associates or majority-owned subsidiaries of Zions, beneficially owns any of the Securities.

•

The Senior Vice President for Investor Relations of Zions, James R. Abbott, holds 6,000 Series G Depositary Shares, which shares are eligible to be tendered in the Series G Offer. The Series G Depositary Shares held by Mr. Abbott constitute less than 1% of the number of Series G Depositary Shares outstanding as of October 16, 2015.

•

A director of Zions, Patricia Frobes, holds 13,000 Series G Depositary Shares which shares are eligible to be tendered in the Series G Offer. The Series G Depositary Shares held by Ms. Frobes constitute less than 1% of the number of Series G Depositary Shares outstanding as of October 16, 2015.

•

A director of Zions, Roger B. Porter, holds 1,250 Series J Shares by the Porter Family Trust, and 1,250 Series J Shares by RBP Trust, which Series J Shares are eligible to be tendered in the Series J Offer. The Series J Shares held by Mr. Porter constitute less than 2% of the number of Series J Shares outstanding as of October 16, 2015.

•

A director of Zions, Stephen D. Quinn, holds 200,000 Series G Depositary Shares in a grantor retained annuity trust, which shares are eligible to be tendered in the Series G Offer. The Series G Depositary Shares held by Mr. Quinn constitute less than 3% of the number of Series G Depositary Shares outstanding as of October 16, 2015.

•

The Chairman and CEO of Zions, Harris H. Simmons, holds 412 Series J Shares which shares are eligible to be tendered in the Series J Offer. The Series J Shares held by Mr. Simmons constitute less than 1% of the number of Series J Shares outstanding as of October 16, 2015.

Based on Zions’ records and on information provided to it by its executive officers, directors, affiliates and subsidiaries, neither Zions nor any of its affiliates or subsidiaries nor, to the best of its knowledge, any of Zions’ or its subsidiaries’ directors or executive officers, nor any associates or subsidiaries of any of the foregoing, have effected any transactions involving the Securities during the sixty days prior to October 16, 2015.

The Company entered into a Deposit Agreement, dated February 7, 2013, among the Company, Zions First National Bank, as Depositary, and the holders from time to time of the depositary receipts described therein, governing the terms of the Series G Depositary Shares. The terms of Zions’ Series G Depositary Shares, Series I Shares and Series J Shares are governed by (i) the Company’s Restated Articles of Incorporation dated July 8, 2014 and the Articles of Amendment to the Company’s Restated Articles of Incorporation, dated August 2, 2013 and (ii) the Company’s Restated Bylaws, dated February 27, 2015.

Except as otherwise described in this Offer to Purchase, neither Zions nor, to the best of its knowledge, any of its affiliates, directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the offer or with respect to any of Zions’ securities, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations.

Section 11 Effects of the Offer on the Market for the Securities.

All Series I Shares and Series J Shares, and the shares of Series G preferred stock of the Company underlying the Series G Depositary Shares, purchased by Zions in the Offer will be retired and will return to the status of authorized but unissued shares of its preferred stock.

-20-

Section 12 Legal Matters; Regulatory Approvals.

Zions is not aware of any license or regulatory permit that appears material to its business that might be adversely affected by its acquisition of Securities as contemplated by the Offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, that would be required for the acquisition of Securities by Zions as contemplated by the Offer. Should any approval or other action be required, Zions presently contemplates that it will seek that approval or other action. Zions is unable to predict whether it will be required to delay the acceptance for purchase of or payment for Securities tendered under the Offer pending the outcome of any such matter. There can be no assurance that any approval or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result in adverse consequences to its business, results of operations and/or financial condition. The obligations of Zions under the Offer to accept for purchase and pay for Securities is subject to conditions. See Section 6.

Section 13 Certain Material U.S. Federal Income Tax Consequences.

The following summary describes certain material U.S. federal income tax consequences relating to the Offer to tendering U.S. Holders and Non-U.S. Holders (each as defined below, and together, “Holders”). This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury Regulations, administrative pronouncements and judicial decisions, all as in effect as of the date hereof and all of which are subject to change, possibly with retroactive effect. Zions has not sought, nor does it expect to seek, any ruling from the IRS with respect to the matters discussed below. There can be no assurance that the IRS will not take a different position concerning the tax consequences of the sale of Securities to Zions pursuant to the Offer or that any such position would not be sustained.

This discussion addresses tax consequences only to tendering Holders who hold their Securities as capital assets within the meaning of Section 1221 of the Code. This discussion does not purport to consider all aspects of U.S. federal income taxation that might be relevant to Holders in light of their particular circumstances and does not apply to Holders that are subject to special rules under the U.S. federal income tax laws (such as, for example, banks or financial institutions, brokers or dealers in securities, commodities or currencies, traders in securities who elect to apply a mark-to-market method of accounting, insurance companies, tax-exempt organizations, former citizens or residents of the United States, persons who hold Securities as part of a hedge, integrated transaction, straddle, constructive sale or conversion transaction, persons subject to the alternative minimum tax, regulated investment companies, real estate investment trusts, U.S. Holders whose functional currency is not the U.S. dollar, partnerships or other pass-through entities for U.S. federal income tax purposes, or investors in such pass-through entities, persons that acquired their Securities through the exercise of employee stock options or otherwise as compensation or holders who own, or have previously owned at any time (actually or constructively), stock possessing at least 10% of Zions’ voting power).

This summary does not address any state, local or non-U.S. tax consequences of participating in the Offer, nor does it address any alternative minimum tax considerations or any U.S. federal tax considerations (e.g., estate or gift tax) other than those pertaining to U.S. federal income tax. You should consult your own tax advisor with regard to the application of the U.S. federal income, estate and gift tax laws to your particular situation as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

As used herein, a “U.S. Holder” means a beneficial owner of Securities that is, for U.S. federal income tax purposes, (i) an individual who is a citizen or resident of the United States, (ii) a domestic corporation, (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust if a court within the United States can exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all of the substantial decisions of the trust.

As used herein, a “Non-U.S. Holder” means a beneficial owner of Securities that is for U.S. federal income tax purposes, (i) a nonresident alien individual, (ii) a foreign corporation, or (iii) a foreign estate or trust.

-21-

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds or beneficially owns Securities, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership that holds or beneficially owns the Securities, then you should consult your own tax advisor.

Tax Consequences to U.S. Holders. A sale of Securities for cash pursuant to the Offer will be a taxable transaction for U.S. federal income tax purposes. A U.S. Holder who participates in the Offer will, depending on such holder’s particular circumstances, be treated either as recognizing gain or loss from the disposition of the Securities or as receiving a distribution from Zions with respect to its stock. If a broker or other paying agent is unable to determine whether sale or exchange treatment or distribution treatment should apply to a particular U.S. Holder, such paying agent may be required to report the transaction as resulting in a distribution. In such event, if you believe that sale or exchange treatment is the proper treatment for you, you should consult with your own tax advisor about how to report the transaction on your tax return.

Sale or Exchange Treatment. Under Section 302 of the Code, a sale of Securities for cash by a U.S. Holder pursuant to the Offer will be treated as a “sale or exchange” of Securities for U.S. federal income tax purposes, rather than as a distribution with respect to the Securities held by the tendering U.S. Holder, only if the sale:

•

results in a “complete termination” of such U.S. Holder’s equity interest in Zions, or

•

is “not essentially equivalent to a dividend” with respect to the U.S. Holder.

A sale of Securities by a U.S. Holder pursuant to the Offer will result in a “complete termination” if, after the sale, either (i) the U.S. Holder no longer owns any of Zions’ outstanding preferred or common shares (either actually or constructively) or (ii) the U.S. Holder no longer actually owns any of Zions’ outstanding preferred or common shares and, with respect to any shares constructively owned, is eligible to waive, and effectively waives, such constructive ownership. U.S. Holders wishing to satisfy the “complete termination” test through waiver of constructive ownership should consult their own tax advisors.

A sale of Securities by a U.S. Holder pursuant to the Offer will satisfy the “not essentially equivalent to a dividend” test if it results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in Zions. Whether a holder of Securities meets this test will depend on the holder’s particular facts and circumstances, as well as the relative percentage of Securities tendered by such holder and each of the other holders of Securities.

The IRS has indicated in a published revenue ruling that if a shareholder (actually or constructively) owns no stock other than nonvoting, nonconvertible, preferred stock (such as the Securities), a redemption of any amount of such preferred stock should qualify for sale treatment. The same conclusion is likely to apply where any other shares held by the tendering shareholder possess a relatively small amount of voting power (i.e., where the tendering shareholder has no legal or practical ability to affect the corporation’s decision making), but the answer is unclear (given the absence of any definitive authority on the issue). U.S. Holders should consult their own tax advisors regarding the application of the foregoing standard to their particular facts and circumstances.

As noted above, in applying the foregoing Section 302 tests, a U.S. Holder must take into account not only preferred and common shares that such U.S. Holder actually owns, but also shares that such U.S. Holder is treated as owning under constructive ownership rules. Generally, under Section 318 of the Code a U.S. Holder may constructively own shares actually owned, and in some cases constructively owned, by certain related individuals and entities as well as shares that a U.S. Holder has the right to acquire by exercise of an option or warrant or by conversion or exchange of a security.

Contemporaneous dispositions or acquisitions of preferred or common shares by a U.S. Holder or a related person may be deemed to be part of a single integrated transaction and, if so, may be taken into account in determining whether either of the Section 302 tests described above is satisfied. A U.S. Holder should consult its own tax advisor regarding the treatment of other dispositions or acquisitions of shares that may be integrated with such U.S. Holder’s sale of Securities to the Company pursuant to the Offer.

-22-

Each U.S. Holder should be aware that, because proration may occur in the Offer, even if all the Securities actually and constructively owned by a U.S. Holder are tendered pursuant to the Offer, fewer than all of these shares may be purchased by Zions. Thus, proration may affect whether the sale of Securities by a U.S. Holder pursuant to the Offer will be treated as a “sale or exchange.”

If a U.S. Holder satisfies either of the Section 302 tests described above, the U.S. Holder will recognize gain or loss equal to the difference between the amount of cash received (including cash received that is attributable to accrued but unpaid dividends, but reduced by an amount attributable to declared but unpaid dividends, which would be taxable in the manner described below under “—Distribution Treatment”) and such U.S. Holder’s tax basis in the Securities tendered. Generally, a U.S. Holder’s tax basis for the Securities tendered will be equal to the cost of the Securities to the U.S. Holder, less any prior distributions treated as a return of capital. Any such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the holding period of the Securities exceeds one year as of the date of the sale pursuant to the Offer. In the case of a non-corporate U.S. Holder, the maximum rate of U.S. federal income tax applicable to long-term capital gain on Securities held for more than one year is generally 20% (but see “Medicare Tax” below). Certain limitations apply to the deductibility of capital losses by U.S. Holders. Gain or loss must be determined separately for each block of tendered Securities (i.e., Securities acquired by the U.S. Holder at the same cost in a single transaction). Any such gain or loss will generally be U.S. source gain or loss (for U.S. foreign credit tax purposes).

Distribution Treatment. If a U.S. Holder does not satisfy either of the Section 302 tests described above, the sale of a U.S. Holder’s Securities pursuant to the Offer will not be treated as a sale or exchange under Section 302. Instead, the entire amount of cash received by such U.S. Holder pursuant to the Offer will be treated as a distribution to the U.S. Holder with respect to such U.S. Holder’s remaining shares. The distribution will be treated as a dividend to the extent of the U.S. Holder’s share of Zions’ current and accumulated earnings and profits, as determined under U.S. federal income tax principles. The amount of any distribution in excess of Zions’ current and accumulated earnings and profits will be treated as a return of capital to the extent of the U.S. Holder’s tax basis in the remaining shares with respect to which the distribution is deemed received (as determined on a block-by-block basis), and any remainder will be treated as capital gain. Any such capital gain will be long-term capital gain if the U.S. Holder has held the Securities for more than one year as of the date of sale pursuant to the Offer.

Any distribution treated as a dividend will generally constitute “qualified dividend income” that is subject to taxation at a maximum rate of 20% for non-corporate U.S. Holders provided certain holding period requirements are met (but see “Medicare Tax” below). A dividend received by a corporate U.S. Holder may be (i) eligible for a dividends-received deduction (subject to applicable exceptions and limitations) and (ii) subject to the “extraordinary dividend” provisions of Section 1059 of the Code. Corporate U.S. Holders should consult their own tax advisors regarding (i) whether a dividends-received deduction will be available to them, and (ii) the application of Section 1059 of the Code to the ownership and disposition of their Securities.

Any such dividend will be taxed in its entirety, without reduction for the U.S. Holder’s tax basis of the Securities exchanged. Such tax basis will be added to the remaining shares owned by the U.S. Holder; however, where the remaining shares owned consist of more than one class (e.g., common and preferred shares), it is unclear how to allocate such tax basis among the remaining shares. If a tendering U.S. Holder does not actually retain any shares, the basis of any tendered Securities may (depending on circumstances) be added to shares retained by a person related to such U.S. Holder or the basis may be lost.

Under regulations proposed by the IRS, if a U.S. Holder were subject to distribution treatment under Section 302, and the U.S. Holder held more than one class of shares, the U.S. Holder’s tax basis in any class of shares tendered in the Offer would not be added to the U.S. Holder’s basis in its other class or classes of shares after the Offer. Furthermore, in the event the U.S. Holder would not retain any shares following the Offer, the U.S. Holder’s tax basis in the shares tendered would not be added to shares held by a related person. Instead, in either case, in the event the U.S. Holder otherwise would lose its basis in its shares by virtue of having tendered all of its shares of that class in the Offer and having had such tender treated as a distribution, the U.S. Holder would recognize a loss. Such loss, however, would generally be deferred until such time as the U.S. Holder would have

-23-

recognized gain on the sale of the shares, rather than a deemed distribution, pursuant to Section 302 (or such time as all the classes of shares became worthless). The proposed regulations are, however, only effective for transactions entered into after they are published as final, and it is not clear if and when they will be finalized.

Medicare Tax. A U.S. Holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax on the lesser of (i) the U.S. Holder’s “net investment income” (or “undistributed net investment income” in the case of an estate or trust) for the relevant taxable year and (ii) the excess of the U.S. Holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals is between $125,000 and $250,000, depending on the individual’s circumstances). A holder’s net investment income generally includes its dividend income and its net gains from the disposition of shares, unless such dividend income or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If you are a U.S. Holder that is an individual, estate or trust, you are urged to consult your tax advisors regarding the applicability of the Medicare tax to your income and gains in respect of your investment in the Securities.

See Section 3 with respect to the application of U.S. federal backup withholding tax to payments made pursuant to the Offer.

Tax Consequences to Non-U.S. Holders — Sale or Exchange Treatment. Subject to the discussion below concerning effectively connected income and FATCA and the discussion concerning backup withholding in Section 3 above, if you are a Non-U.S. Holder and you satisfy either of the Section 302 tests described above, you generally will not be subject to U.S. federal income tax on any gain realized on the sale of Securities pursuant to the Offer, unless (i) Zions is or has been a “U.S. real property holding corporation” for U.S. federal income tax purposes during the relevant statutory period and you held, directly or indirectly, at any time during the five-year period ending on the date of the sale, more than 5% of the Securities and you are not eligible for any treaty exemption; (ii) the gain is effectively connected with your conduct of a trade or business in the United States, in which case you will be subject to tax as and to the extent described below; or (iii) you are an individual who is present in the United States for a period or periods aggregating 183 or more days in the taxable year of the sale and certain other conditions are met, in which case you will be subject to U.S. federal income tax on such gain (net of certain U.S.-source capital losses). Zions does not believe that it currently is, or has been, a U.S. real property holding corporation.

If you are engaged in a trade or business in the United States, and if income or gain on the Securities is effectively connected with the conduct of such trade or business, that income or gain will generally be subject to tax in the same manner as income or gain realized by a U.S. Holder (see discussion under “— U.S. Holders — Sale or Exchange Treatment”), subject to an applicable income tax treaty providing otherwise. In that event, you should consult your tax advisor with respect to other U.S. tax consequences of disposing of Securities pursuant to the Offer, including, if you are a foreign corporation, the possible imposition of a branch profits tax on your effectively connected earnings and profits at a rate of 30% (or a lower applicable treaty rate).

Although you may satisfy one of the Section 302 tests described above, if a broker or other paying agent is unable to determine whether sale or exchange treatment should apply to you, such paying agent may be required to report the transaction as resulting in a distribution for U.S. federal income tax purposes that is made out of Zions’ current or accumulated earnings and profits and withhold tax at a 30% rate on the full amount you receive, as described below. In that case, you may be eligible to obtain a refund of all or a portion of any tax withheld if you satisfy one of the Section 302 tests described above. Backup withholding (see Section 3) generally will not apply to amounts subject to the withholding tax described below.

Tax Consequences to Non-U.S. Holders — Distribution Treatment. If you do not satisfy either of the Section 302 tests described above, the full amount you receive will be treated as a distribution with respect to your stock. The treatment, for U.S. federal income tax purposes, of such distribution as a dividend, tax-free return of capital, or gain from the sale of Securities will be determined in the manner described above for U.S. Holders. Subject to the discussion below concerning effectively connected income, to the extent that amounts

-24-

you receive are treated as dividends, such dividends will be subject to U.S. federal withholding tax at a rate of 30%, or a lower rate specified in an applicable income tax treaty. To obtain a reduced rate of withholding under an income tax treaty, you must provide a properly executed IRS Form W-8BEN or W-8BEN-E certifying, under penalties of perjury, that you are a non-U.S. person and that the dividends are subject to a reduced rate of withholding under an applicable income tax treaty.

If income or gain on the Securities is effectively connected with the conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment in the United States), (i) that income or gain, although exempt from the withholding tax referred to above, will generally be subject to tax in the same manner as income or gain realized by a U.S. Holder (see discussion under “— U.S. Holders — Sale or Exchange Treatment”), subject to an applicable income tax treaty providing otherwise, and (ii) you will generally be required to provide a properly executed IRS Form W-8ECI (or other appropriate form) in order to receive payments free of withholding. In that event, you should consult your tax advisor with respect to other U.S. tax consequences of disposing of Securities in the Offer, including, if you are a foreign corporation, the possible imposition of a branch profits tax on your effectively connected earnings and profits at a rate of 30% (or a lower applicable treaty rate).

FATCA. Provisions of the Code and related U.S. Treasury regulations commonly referred to as “FATCA” require withholding at a rate of 30% on payments of dividends on or in respect of Zions’ Securities to “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and certain other non-U.S. entities (whether or not such foreign financial institutions or non-U.S. entities hold Zions’ Securities as beneficial owners or intermediaries) unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those foreign financial institutions or certain other non-U.S. entities) have been satisfied, or an exemption applies. Because, as discussed above, the paying agent may treat amounts paid to Non-U.S. Holders pursuant to the Offer as dividends for U.S. federal income tax purposes, such amounts may also be subject to withholding under FATCA if such requirements are not met. In such case, any withholding under FATCA may be credited against, and therefore reduce, any 30% withholding tax on dividend distributions as discussed above. An intergovernmental agreement between the United States and an applicable foreign country (an “IGA”) may modify these requirements. If Securities are held through a foreign financial institution that has agreed to comply with the foregoing requirements or is subject to similar requirements under applicable foreign law enacted in connection with an IGA, such foreign financial institution (or, in certain cases, a person paying amounts to such foreign financial institution) generally will be required, subject to certain exceptions, to withhold tax on payments of dividends made to (i) a person (including an individual) that fails to provide any required information or documentation or (ii) a foreign financial institution that has not agreed to comply with the foregoing requirements and is not subject to similar requirements under applicable foreign law enacted in connection with an IGA. If FATCA withholding is imposed, a beneficial owner that is not a foreign financial institution generally may obtain a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). You should consult your tax advisor regarding the effects of FATCA if you tender your Securities pursuant to the Offer in light of your particular situation.

Section 14 Summary Financial Information.

We have presented below a summary of our consolidated financial data. The following summary consolidated financial data should be read in conjunction with the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and with “Part I. Financial Information” of our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2015, both of which are incorporated herein by reference. The selected consolidated statements of operations data for the fiscal years ended December 31, 2014 and December 31, 2013 and the selected consolidated balance sheets data as of December 31, 2014 and December 31, 2013 are derived from our audited consolidated financial statements that are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. The selected condensed consolidated statements of operations data for the fiscal quarters ended June 30, 2015 and June 30, 2014 and the selected consolidated balance sheets data as of June 30, 2015 and June 30, 2014 are derived from our unaudited condensed consolidated financial statements included in our Quarterly Report on Form 10-Q for

-25-

the fiscal quarter ended June 30, 2015. Our interim results are not necessarily indicative of results for the full fiscal year, and our historical results are not necessarily indicative of the results to be expected in any future period. You should refer to Section 9 of this Offer to Purchase, “Certain Information Concerning Zions,” for information on how you can obtain copies of our SEC filings.

Selected Summary Consolidated Statements of Operations and Balance Sheets

(In millions, except per share data)


	Fiscal Year Ended				Six Months Ended
	December 31, 2014		December 31, 2013		June 30, 2015		June 30, 2014
Net Interest Income	$	1,680.0	$	1,696.3	$	841.1	$	832.8
Noninterest Income	$	508.6	$	337.4	$	122.2	$	263.2
Noninterest Expense	$	1,665.3	$	1,714.4	$	801.6	$	804.1
Net Income	$	398.5	$	263.5	$	106.0	$	220.8
Net Earnings applicable to common shareholders	$	326.6	$	294.0	$	74.2	$	180.7
Net income per common share
Diluted	$	1.68	$	1.58	$	0.36	$	0.97
Basic	$	1.68	$	1.58	$	0.36	$	0.97


	Fiscal Year Ended				Six Months Ended
	December 31, 2014		December 31, 2013		June 30, 2015		June 30, 2014
Total Assets	$	57,209	$	56,031	$	58,365	$	55,111
Net Loans and Leases	$	40,064	$	39,043	$	40,024	$	39,631
Deposits	$	47,848	$	46,362	$	48,937	$	45,672
Long Term Debt	$	1,092	$	2,274	$	1,051	$	1,933
Total shareholders’ equity	$	7,370	$	6,465	$	7,530	$	6,700
Ratio of earnings to fixed charges
Excluding interest on deposits		5.29		2.93		4.32		5.16
Including interest on deposits		4.18		2.49		3.21		4.20
Ratio of earnings to fixed charges and preferred stock dividends
Excluding interest on deposits		2.97		1.70		2.15		2.94
Including interest on deposits		2.64		1.60		1.92		2.65

The book value of the Company’s common shares as of June 30, 2015 was $32.03 per share.

Section 15 Accounting Treatment.

Upon the settlement of the Offer, the carrying value of the Securities repurchased will be removed from the preferred stock account within shareholders’ equity, and the difference between the repurchase price and the carrying value of each Security repurchased (net of issuance costs) will be recorded as a reduction to net income to arrive at net income available to common shareholders.

Section 16 Extension of the Offer; Termination; Amendment.

Zions expressly reserves the right, at any time and from time to time, and regardless of whether or not any of the events set forth in Section 6 shall have occurred or shall be deemed by Zions to have occurred, to extend the period of time during which the Offer is open and thereby delay acceptance for purchase of, and payment for, any Securities by giving oral or written notice of the extension to the Tender Agent and making a public announcement of the extension. Zions also expressly reserves the right to terminate the Offer and not accept for purchase or pay for any Securities not theretofore accepted for purchase or paid for or, subject to applicable law,

-26-

to postpone payment for Securities upon the occurrence of any of the conditions specified in Section 6 by giving oral or written notice of termination or postponement to the Tender Agent and making a public announcement of termination or postponement. Zions’ reservation of these rights to delay payment for Securities that it has accepted for purchase is limited by Rule 13e-4(f)(5) under the Exchange Act, which requires that Zions must pay the consideration offered or return the Securities tendered promptly after termination or withdrawal of an Offer. Subject to compliance with applicable law, Zions further reserves the right, regardless of whether any of the events set forth in Section 6 shall have occurred or shall be deemed by Zions to have occurred, to amend the Offer in any respect, including, without limitation, by decreasing or increasing the consideration offered in the Offer to holders of Securities or by decreasing or increasing the number of Securities being sought in the Offer. Amendments to the Offer may be made at any time and from time to time effected by public announcement, the announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Date. Any public announcement made under the Offer will be disseminated promptly to holders of Securities in a manner reasonably designed to inform holders of Securities of the change. Without limiting the manner in which Zions may choose to make a public announcement, except as required by applicable law, Zions shall have no obligation to publish, advertise or otherwise communicate any public announcement other than by making a release through Business Wire.

If Zions materially changes the terms of the Offer or the information concerning the Offer, Zions will extend the Offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3), 13e-4(f)(1) and 14e-1(b) under the Exchange Act. These rules and certain related releases and interpretations of the SEC provide that the minimum period during which the Offer must remain open following material changes in the terms of the Offer or information concerning the Offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of the terms or information. If:

•

Zions (i) increases or decreases the price to be paid for any series of the Securities or (ii) decreases the Maximum Aggregate Purchase Amount of Securities that it may purchase in the Offer, and

•

the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that the notice of an increase or decrease is first published, sent or given to security holders in the manner specified in this Section 16,

the Offer will be extended until the expiration of such ten business day period.

Section 17 Fees and Expenses.

Zions has retained Deutsche Bank Securities Inc. and Goldman, Sachs & Co. to act as the dealer managers (the “Dealer Managers”), Global Bondholder Services Corporation to act as the information agent (the “Information Agent”) and as the tender agent (the “Tender Agent”) in connection with the Offer. The Information Agent may contact holders of Securities by mail, telephone, telegraph and in person, and may request brokers, dealers, commercial banks, trust companies and other nominee holders of Securities to forward materials relating to the Offer to beneficial owners. The Dealer Managers, the Information Agent and the Tender Agent each will receive reasonable and customary compensation for their respective services and will be reimbursed by Zions for specified reasonable out-of-pocket expenses. The Dealer Managers, the Information Agent and the Tender Agent each will be indemnified against certain liabilities in connection with the Offer, including certain liabilities under the U.S. federal securities laws. The Dealer Managers or their affiliates have performed, and may in the future perform, investment banking, financial advisory and commercial services for us from time to time, for which, they have received customary fees and reimbursements of expenses.

No fees or commissions will be payable by Zions to brokers, dealers, commercial banks or trust companies (other than fees to the Information Agent and the Tender Agent, as described above) for soliciting or recommending tenders of Securities under the Offer. We recommend that investors who hold Securities through brokers, dealers, commercial banks, trust companies or other nominees consult the brokers, dealers, commercial banks, trust companies or other nominees to determine whether transaction costs are applicable if holders of

-27-

Securities tender Securities through such brokers or banks and not directly to the Tender Agent. Zions, however, upon request, will reimburse brokers, dealers, commercial banks, trust companies and other nominees for customary mailing and handling expenses incurred by them in forwarding the Offer to Purchase and Letter of Transmittal and related materials to the beneficial owners of Securities held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as an agent of Zions, dealer manager, information agent, or tender agent for purposes of the Offer. Zions will pay or cause to be paid all stock transfer taxes, if any, on its purchase of Securities, except as otherwise provided in this Offer to Purchase and Instruction 6 in the Letter of Transmittal.

Section 18 Rule 14e-4 “Net Long Position” Requirement.

It is a violation of Rule 14e-4 under the Exchange Act for a person, directly or indirectly, to tender securities for that person’s own account in a partial tender offer unless the person so tendering their securities (i) has a net long position equal to or greater than the aggregate principal amount of the securities being tendered and (ii) will cause such securities to be delivered in accordance with the terms of the tender offer. Rule 14e-4 imposes a similar requirement in respect of the tender or guarantee of a tender on behalf of another person.

A tender of Securities in the Offer under any of the procedures described above will constitute the tendering holder’s representation and warranty that (i) such holder has a net long position in the Securities being tendered pursuant to the Offer within the meaning of Rule 14e-4 under the Exchange Act and (ii) the tender of such Securities complies with Rule 14e-4.

The tender of Securities, pursuant to any of the procedures described above, will constitute a binding agreement between you and Zions upon the terms and subject to the conditions of the Offer.

Section 19 Miscellaneous.

Zions is not aware of any jurisdiction where the making of the Offer is not in compliance with applicable law. If Zions becomes aware of any jurisdiction where the making of the Offer or the acceptance of Securities pursuant thereto is not in compliance with applicable law, Zions will make a good faith effort to comply with the applicable law. If, after such good faith effort, Zions cannot comply with the applicable law, Zions will not make the Offer to (nor will tenders be accepted from or on behalf of) the holders of Securities in that jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Zions by one or more registered brokers or dealers licensed under the laws of that jurisdiction.

Pursuant to Rule 13e-4(c)(2) under the Exchange Act, Zions has filed with the SEC an Issuer Tender Offer Statement on Schedule TO, which contains additional information with respect to the Offer. The Schedule TO, including the exhibits and any amendments and supplements thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth in Section 9 with respect to information concerning Zions.

Zions’ Board of Directors has approved the Offer. However, neither Zions nor its Board of Directors makes any recommendation to holders of Securities as to whether to tender or refrain from tendering their Securities. Zions has not authorized any person to give any information or to make any representation in connection with the Offer other than those contained in this Offer to Purchase or in the Letter of Transmittal. If anyone makes any recommendation or representation to you or gives you any information, you must not rely upon that recommendation, representation or information as having been authorized by Zions or the Information Agent.

October 19, 2015

-28-

The Dealer Managers for the Offer are:

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Attn: Liability Management Group

Collect: (212) 250-2955

Toll-free: (866) 627-0391

Goldman, Sachs & Co.

200 West Street

New York, New York 10282

Attn: Liability Management Group

Collect: (212) 357-1039

Toll-free: (800) 828-3182

The Letter of Transmittal and any other required documents should be sent or delivered by each holder of Securities or that holder’s broker, dealer, commercial bank, trust company or nominee to the Tender Agent at one of its addresses set forth below.

The Tender Agent for the Offer is:

Global Bondholder Services Corporation

Confirmation: (212) 430-3774

By Mail, Overnight Courier or by Hand:

Global Bondholder Services Corporation

65 Broadway — Suite 404

New York, New York 10006

Attention: Corporate Actions

Toll-Free: (866) 470-4500

Fax: (212) 430-3775/3779

Please contact the Dealer Manager with questions regarding the terms of the Offer at the contact information set forth above or the Information Agent with questions regarding how to tender and/or request additional copies of this Offer to Purchase, the Letter of Transmittal or other documents related to the Offer at the contact information set forth below. Holders of Securities also may contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offer. Please contact the Tender Agent at the contact information set forth above to confirm delivery of Securities.

The Information Agent for the Offer is:

Global Bondholder Services Corporation

65 Broadway — Suite 404

New York, New York 10006

Attention: Corporate Actions

Banks and Brokers call: (212) 430-3774

Toll-Free: (866) 470-4500

Fax: (212) 430-3775/3779

-29-

Exhibit (a)(1)(B)

ZIONS BANCORPORATION

LETTER OF TRANSMITTAL

WITH RESPECT TO

THE OFFER TO PURCHASE USING UP TO $180,000,000 OF CASH

ZIONS BANCORPORATION’S

SERIES I FIXED/FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED

STOCK (CUSIP NO. 989701BD8),

SERIES J FIXED/FLOATING RATE NON-CUMULATIVE PERPETUAL PREFERRED

STOCK (CUSIP NO. 989701BF3)

and

DEPOSITARY SHARES, EACH REPRESENTING A 1/40^TH OWNERSHIP INTEREST

IN A SHARE OF SERIES G FIXED/FLOATING RATE NON-CUMULATIVE

PERPETUAL PREFERRED STOCK (CUSIP NO. 989701859)

Zions Bancorporation

PURSUANT TO THE OFFER TO PURCHASE, DATED OCTOBER 19, 2015

THE OFFER (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M.,

NEW YORK CITY TIME, ON NOVEMBER 16, 2015, UNLESS ZIONS BANCORPORATION EXTENDS

OR EARLIER TERMINATES THE OFFER (SUCH DATE, AS IT MAY BE EXTENDED WITH RESPECT TO THE OFFER, THE “EXPIRATION DATE”).

The Tender Agent for the Offer is:

Global Bondholder Services Corporation

By facsimile:

(For Eligible Institutions only):

(212) 430-3775/3779

Confirmation:

(212) 430-3774

By Mail, Overnight Courier or by Hand:

Global Bondholder Services Corporation

65 Broadway — Suite 404

New York, New York 10006

Attention: Corporate Actions


DESCRIPTION OF SECURITIES TENDERED
Name(s) and Address(es) of Holder(s) or Name(s) of DTC Participants and Each Participant’s DTC Account Number in which Securities are Held (Please fill in, if blank)	Security Description	Number of Securities Represented*	Number of Securities Tendered
	Series I Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock
	Series J Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock
	Depositary Shares, each representing a 1/40th ownership interest in a share of Series G Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock
* Unless otherwise indicated in the column labeled “Number of Securities Tendered” and subject to the terms and conditions of the Offer to Purchase, a holder will be deemed to have tendered the entire number of shares represented by the Securities indicated in the column labeled “Number of Securities.” *See* Instruction 4.

Delivery of this Letter of Transmittal to an address other than one of those set forth above will not constitute a proper delivery. You must deliver this Letter of Transmittal to the tender agent as set forth above (the “Tender Agent”). Deliveries to Zions Bancorporation, Deutsche Bank Securities Inc. or Goldman, Sachs & Co. (the dealer managers for the Offer (the “Dealer Managers”)) or Global Bondholder Services Corporation (the information agent for the Offer (the “Information Agent”)) will not be forwarded to the Tender Agent and, therefore, will not constitute proper delivery to the Tender Agent. Delivery of this Letter of Transmittal and any other required documents to the book-entry transfer facility at The Depository Trust Company (“DTC”) will not constitute delivery to the Tender Agent.

You should use this Letter of Transmittal if you are causing the Securities to be delivered by book-entry transfer to the Tender Agent’s account at DTC pursuant to the procedures set forth in Section 3 of the Offer to Purchase. Only financial institutions that are participants in DTC’s book-entry system may make book-entry delivery of the Securities.

BEFORE COMPLETING THIS LETTER OF TRANSMITTAL, YOU SHOULD READ THIS LETTER OF TRANSMITTAL AND THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

All of the Securities are held in book entry form through the facilities of DTC. You should use this Letter of Transmittal only if you are delivering Securities through a book entry transfer into the Tender Agent’s account at DTC in accordance with Section 3 of the Offer to Purchase.

Delivery of the Letter of Transmittal and any other required documents to DTC does not constitute delivery to the Tender Agent.

Check here if you are a financial institution that is a participating institution in the book entry transfer facility’s system and you are delivering the tendered Securities by book entry transfer to an account maintained by the Tender Agent at the book entry transfer facility, and complete the following:


Names(s) of Tendering Institution:



Account Number:				Transaction Code Number:

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to Zions Bancorporation the above described shares of Zions Bancorporation’s issued and outstanding Series I Fixed/Floating Rate Non-Cumulative Preferred Stock (“the “Series I Shares”), Series J Fixed/Floating Rate Non-Cumulative Preferred Stock (“the “Series J Shares”) and depositary shares each representing a 1/40^th ownership interest in a share of Series G Fixed/Floating Rate Non-Cumulative Preferred Stock (“the “Series G Depositary Shares,” and collectively with the Series I Shares and Series J Shares, the “Securities”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 19, 2015, and in the related Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the “Offer”), receipt of which is hereby acknowledged. Zions Bancorporation is inviting the holders of Series I Shares to tender their Series I Shares at a purchase price of $1,000.00 per $1,000 liquidation preference, plus Accrued Dividends, the holders of Series J Shares to tender their Series J Shares at a purchase price of $1,090.00 per $1,000 liquidation preference, plus Accrued Dividends and the holders of Series G Depositary Shares to tender their Series G Depositary Shares at a purchase price of $26.10 per depositary share, plus Accrued Dividends, upon the terms and subject to the conditions of the Offer (the applicable purchase price, plus Accrued Dividends, the “Total Consideration Amount”). For purposes of the Offer, “Accrued Dividends” means, for each Security, accrued and unpaid dividends from the last dividend payment date with respect to such Security up to, but not including, the settlement date of the Offer.

Subject to and effective upon acceptance for payment of, and payment for, Securities tendered with this Letter of Transmittal in accordance with the terms of the Offer, the undersigned hereby (1) sells, assigns and transfers to or upon the order of Zions Bancorporation all right, title and interest in and to all of the Securities tendered hereby which are so accepted and paid for; (2) orders the registration of Securities tendered by book entry transfer that are purchased under the Offer to or upon the order of Zions Bancorporation; and (3) appoints the Tender Agent as attorney in fact of the undersigned with respect to such Securities, with the full knowledge that the Tender Agent also acts as the agent of Zions Bancorporation, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to perform the following functions:

(a) transfer ownership of such Securities on the account books maintained by DTC, together with all accompanying evidences of transfer and authenticity, to or upon the order of Zions Bancorporation; and

(b) receive all benefits and otherwise exercise all rights of beneficial ownership of such Securities, subject to the next paragraph, all in accordance with the terms of the Offer.

The undersigned understands that Zions Bancorporation, upon the terms and subject to the conditions of the Offer, will pay the applicable Total Consideration Amount for Securities properly tendered into, and not properly withdrawn from, the Offer subject to the conditions of the Offer in the Offer to Purchase.

The undersigned hereby covenants, represents and warrants to Zions Bancorporation that:

(a) the undersigned has full power and authority to tender, sell, assign and transfer the Securities tendered hereby;

(b) when and to the extent Zions Bancorporation accepts the Securities for purchase, Zions Bancorporation will acquire good and unencumbered title to them, free and clear of all liens, restrictions, claims, charges and encumbrances, and the Securities will not be subject to any adverse claims or rights;

(c) the undersigned will, upon request, execute and deliver any additional documents deemed by the Tender Agent or Zions Bancorporation to be necessary or desirable to complete the sale, assignment and transfer of the Securities tendered hereby and accepted for purchase; and

(d) the undersigned has read and agrees to all of the terms of the Offer.

The undersigned understands that tendering of Securities under either of the procedures described in Section 3 of the Offer to Purchase and in the instructions to this Letter of Transmittal will constitute an agreement between the undersigned and Zions Bancorporation upon the terms and subject to the conditions of the Offer.

The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, Zions Bancorporation may terminate or amend the Offer; or may postpone the acceptance for payment of, or the payment for, Securities tendered.

The names and addresses of the registered holders of Securities or DTC participants should be printed above, exactly as they appear on a security position listing as the owner of the Securities. The DTC participant’s account number, the number of Securities held in such account and the number of Securities to be tendered shall be set forth in the appropriate boxes above.

Unless otherwise indicated under “Special Payment and Delivery Instructions,” please transfer by credit to the account at the DTC designated above an amount equal to the aggregate Total Consideration Amount of any Securities purchased (less the amount of any federal income or backup withholding tax required to be withheld) and/or return any Securities not tendered or not purchased.

The undersigned recognizes that Zions Bancorporation has no obligation, under the Special Payment and Delivery Instructions, to order the registration or transfer of Securities tendered by book entry transfer.

All authority conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligations or duties of the undersigned under this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, this tender is irrevocable.


SHAREHOLDER(S) — SIGN HERE (*See* Instructions 1 and 5) *See* IRS Form W-9 or IRS Form W-8BEN, IRS Form W-8BEN-E or other IRS Form W-8, as applicable) If this Letter of Transmittal is signed by a DTC participant whose name is shown as the owner of the Securities tendered hereby, the signature must correspond with the name shown on the security position listing as the owner of such Securities. If the Securities are registered in the names of two or more joint holders, each holder must sign this Letter of Transmittal. If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney in fact, officer of a corporation or any other person acting in a fiduciary or representative capacity, that person should so indicate when signing and must submit proper evidence satisfactory to Zions Bancorporation of his or her authority to so act. See Instruction 5. Signature(s) of Shareholder(s) Dated: , 2015
Name(s):
Please Print



Capacity (full title):



Address:

Address Line 2:

Address Line 3:


Please Include Zip/Postal Code



(Country Code/Area Code) Telephone Number:



Taxpayer Identification or Social Security No. (if applicable):

GUARANTEE OF SIGNATURE(S)

(If Required, See Instructions 1 and 5)


Authorized Signature:



Name(s):
Please Print



Name of Firm:



Address:

Address Line 2:

Address Line 3:


Please Include Zip/Postal Code



(Country Code/Area Code) Telephone Number:



Dated:	,	2015

SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS

(See Instructions 2, 5, 7 and 8)

To be completed ONLY if a check for the applicable Total Consideration Amount for any Securities is to be issued to the order of someone other than the person or persons whose signature(s) appears within this Letter of Transmittal, or issued to an address different from that shown in the box titled “Description of Securities Tendered” within this Letter of Transmittal, or if Securities tendered by book entry transfer that are not accepted for purchase are to be credited to an account maintained at the book entry transfer facility other than the one designated above.

¨ Payment Check(s)


Name(s):
(Please Print)



Address:
(Include Zip Code)


Taxpayer Identification Number, Social Security Number or Employer Identification Number (*See* IRS Form W-9, or other applicable IRS Form)





¨ Credit unpurchased Securities by book entry to the book entry transfer facility account set forth below:



DTC Account Number:

Number of Account Party:

INSTRUCTIONS TO LETTER OF TRANSMITTAL

Forming Part of the Terms of the Offer

1. Guarantee of Signatures.

Except as otherwise provided in this Instruction 1, all signatures on this Letter of Transmittal must be guaranteed by a financial institution that is a participant in the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution” (an “Eligible Institution”) as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Signatures on this Letter of Transmittal need not be guaranteed if either (a) this Letter of Transmittal is signed by any DTC participant whose name appears on a security position listing as the owner of Securities tendered herewith and such participant(s) have not completed either of the boxes within “Special Payment and Delivery Instructions” in this Letter of Transmittal; or (b) such Securities are tendered for the account of an Eligible Institution. The signatures on these documents may also need to be guaranteed.

2. Delivery of Letter of Transmittal; No Guaranteed Delivery Procedures.

To tender the Securities, a properly completed and duly executed copy or facsimile of this Letter of Transmittal or an agent’s message and a confirmation of a book entry transfer into the Tender Agent’s account with the DTC tendered electronically and any other documents required by this Letter of Transmittal, must be received by the Tender Agent on or prior to the Expiration Date. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE TENDER AGENT, INCLUDING DELIVERY THROUGH DTC, AND ANY ACCEPTANCE OF AN AGENT’S MESSAGE TRANSMITTED THROUGH ATOP, IS AT THE ELECTION AND RISK OF THE HOLDER TENDERING SECURITIES. IF SUCH DELIVERY IS MADE BY MAIL, IT IS SUGGESTED THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND THAT SUFFICIENT TIME BE ALLOWED TO ASSURE TIMELY DELIVERY. Except as otherwise provided below, the delivery will be made when actually received by the Tender Agent. This Letter of Transmittal and any other required documents should be sent only to the Tender Agent, not to Zions Bancorporation, the Dealer Managers or DTC.

Pursuant to authority granted by DTC, any DTC participant that has Securities credited to its DTC account at any time (and thereby held of record by DTC’s nominee) may directly tender such Securities as though it were the registered holder by so completing, executing and delivering this Letter of Transmittal or delivering an agent’s message. Tenders of Securities will be accepted in accordance with the procedures described in the preceding sentence and otherwise in compliance with this Letter of Transmittal.

The method of delivery of this Letter of Transmittal, Securities and all other required documents to the Tender Agent is at the election and risk of the holders.

No alternative, conditional or contingent tenders of Securities will be accepted. Except as otherwise provided below, the delivery will be deemed made when the delivery is actually received or confirmed by the Tender Agent. This Letter of Transmittal should be sent only to the Tender Agent. The Tender Agent will not accept any tender materials other than Letters of Transmittal and the DTC participants’ agent’s messages.

Zions Bancorporation does not intend to permit tenders of Securities by guaranteed delivery procedures.

All tendering holders of Securities, by execution of this Letter of Transmittal or a manually signed facsimile of this Letter of Transmittal, or delivery of an agent’s message, waive any right to receive any notice of the acceptance of their tender.

The method of delivery of all documents is at the option and risk of the tendering holders of Securities. If you choose to deliver the documents by mail, we recommend that you use registered mail with return receipt requested, properly insured. In all cases, please allow sufficient time to assure timely delivery.

Zions Bancorporation will not accept any alternative, conditional or contingent tenders, nor will it purchase any fractional Securities. By executing this Letter of Transmittal, you waive any right to receive any notice of the acceptance for payment of your tendered Securities.

3. Inadequate Space.

If the space provided in the box captioned “Description of Securities Tendered” is inadequate, then you should list relevant information on a separate signed schedule attached to this Letter of Transmittal.

4. Partial Tenders and Unpurchased Securities.

The Series I Shares and Series J Shares may be tendered and accepted only in liquidation preference amounts equal to minimum denominations of $1,000 and integral multiples in excess thereof, and the Series G Depositary Shares may be tendered and accepted only in whole shares. If fewer than all of the Securities owned by a holder are tendered, the holder must fill in the number of shares of Securities tendered in the third column of the box titled “Description of Securities Tendered” herein. The entire number of shares of Securities delivered to the Tender Agent will be deemed to have been tendered, unless otherwise indicated.

5. Signatures on Letter of Transmittal’ Stock Powers and Endorsements.

a. Exact Signatures.

If this Letter of Transmittal is signed by a DTC participant whose name is shown as the owner of the Securities tendered hereby, the signature must correspond with the name shown on the security position listing as the owner of such Securities.

b. Joint Holders.

If the Securities are registered in the names of two or more joint holders, each holder must sign this Letter of Transmittal.

c. Signatures of Fiduciaries.

If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney in fact, officer of a corporation or any other person acting in a fiduciary or representative capacity, that person should so indicate when signing and must submit proper evidence satisfactory to Zions Bancorporation of his or her authority to so act.

6. Stock Transfer Taxes.

Except as provided in this Instruction 6, no stock transfer tax stamps or funds to cover such stamps need to accompany this Letter of Transmittal. Zions Bancorporation will pay or cause to be paid any stock transfer taxes payable on the transfer to it of Securities purchased in the Offer. If, however, payment of the Total Consideration Amount is to be made to any person other than the registered holder(s), then the Tender Agent will deduct from the Total Consideration Amount the amount of any stock transfer taxes (whether imposed on the registered holder(s), such other person(s) or otherwise) payable on account of the transfer of cash or stock thereby made to such person, unless satisfactory evidence of the payment of such taxes or an exemption from them is submitted with this Letter of Transmittal.

7. Special Payment and Delivery Instructions.

If any of the following conditions holds:

a. check(s) for the Total Consideration Amount of any Securities purchased pursuant to the Offer are to be issued to a person other than the person(s) signing this Letter of Transmittal;

b. check(s) for the Total Consideration Amount are to be sent to any person other than the person signing this Letter of Transmittal, or to the person signing this Letter of Transmittal, but at a different address; or

c. Securities tendered by book entry transfer that are not accepted for purchase are to be credited to an account maintained at the book entry transfer facility other than the one designated above, then, in any such case, you must complete the appropriate box within “Special Payment and Delivery Instructions” as applicable in this Letter of Transmittal and make sure that the signatures herein are guaranteed as described in Instructions 1 and 5.

8. Tax Identification Number and Backup Withholding.

U.S. federal income tax laws generally require a tendering U.S. Holder (as defined in Section 13 of the Offer of Purchase) to provide the Tender Agent with such holder’s correct taxpayer identification number (“TIN”) and a certification that such stockholder is not subject to backup withholding on IRS Form W-9, which is provided below, or, alternatively, to establish another basis for exemption from backup withholding. In addition to penalties, failure to provide the Tender Agent with the correct information and certification or an adequate basis for an exemption from backup withholding may result in backup withholding at a current rate of 28% on all payments made to noncompliant stockholders or other payees pursuant to the Offer. Any amounts withheld under the backup withholding rules will be allowed as a credit against the stockholder’s or other payee’s U.S. federal income tax liability. If withholding results in an overpayment of taxes, the stockholder or other payee may obtain a refund if the required information is timely provided to the IRS. In order to avoid backup withholding, each tendering stockholder that is a U.S. Holder must provide (i) its correct TIN by completing IRS Form W-9, certifying, under penalties of perjury, (1) that the TIN provided is correct (or that such stockholder is awaiting a TIN), (2) that (A) the stockholder is exempt from backup withholding, or (B) the IRS has not notified the stockholder that such stockholder is subject to backup withholding as a result of a failure to report all interest or dividends or (C) the IRS has notified the stockholder that such stockholder is no longer subject to backup withholding, and (3) that the stockholder is a U.S. person (including a U.S. resident alien), or (ii), if applicable, an adequate basis for exemption. If the tendering U.S. Holder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such U.S. Holder should write “Applied For” in the space provided for the TIN in Part I of IRS Form W-9, and sign and date IRS Form W-9. If “Applied For” is written in Part I and the Tender Agent is not provided with a TIN by the time of payment, the Tender Agent will withhold 28% from any payments made to such U.S. Holder pursuant to the Offer. Certain stockholders (including, among others, corporations and certain foreign persons) are not subject to these backup withholding and reporting requirements. Exempt U.S. Holders should indicate their exempt status on IRS Form W-9. For further information concerning backup withholding and instructions for completing IRS Form W-9 (including how to obtain a TIN if you do not have one and how to complete the IRS Form W-9 if Securities are held in more than one name), consult the enclosed IRS Form W-9 and related instructions.

In order for a tendering Non-U.S. Holder (as defined in Section 13 of the Offer to Purchase) to qualify as an exempt recipient with respect to backup withholding such holder generally must submit to the Tender Agent a properly completed IRS Form W-8BEN, IRS Form W8-BEN-E, IRS Form W-8ECI or IRS Form W-8IMY, as applicable (instead of IRS Form W-9), signed under penalties of perjury, attesting to such stockholder’s foreign status. IRS Forms W-8BEN and W-8BEN-E are included in this Letter of Transmittal and other applicable forms can be obtained from the Tender Agent or from www.irs.gov.

FAILURE TO COMPLETE AND RETURN THE IRS FORM W-9 OR AN APPROPRIATE IRS FORM W-8 MAY RESULT IN BACKUP WITHHOLDING ON ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.

9. Irregularities.

Zions Bancorporation will determine in its sole discretion all questions as to the number of Securities to accept, and the validity, eligibility (including time of receipt), and acceptance for payment of any tender of Securities. Any such determinations will be final and binding on all parties. Zions Bancorporation reserves the absolute right to reject any or all tenders of Securities it determines are not in proper form or the acceptance of which or payment for which may, in the opinion of Zions Bancorporation, be unlawful. Zions Bancorporation also reserves the absolute right to waive any of the conditions of the Offer and any defect or irregularity in the tender of any particular Securities, and Zions Bancorporation’s interpretation of the terms of the Offer, including these instructions, will be final and binding on all parties. No tender of Securities will be deemed to be properly made until all defects and irregularities have been cured or waived. Unless waived, any defects or irregularities in connection with tenders must be cured within such time as Zions Bancorporation shall determine. None of Zions Bancorporation, the Tender Agent, the Information Agent or any other person is or will be obligated to give notice of any defects or irregularities in tenders and none of them will incur any liability for failure to give any such notice.

10. Questions; Requests for Assistance and Additional Copies.

Please direct any questions or requests for assistance or for additional copies of the Offer to Purchase or this Letter of Transmittal to the Information Agent at the telephone number and address set forth below. You may also contact your broker, dealer, commercial bank or trust company for assistance concerning the Offer.

Important: The Tender Agent must receive this Letter of Transmittal or verification of acceptance of the Offer from DTC through an agent’s message (together with book-entry transfer and all other required documents) before the Expiration Date.

YOU MUST COMPLETE AND SIGN EITHER THE IRS FORM W-9 BELOW OR THE APPLICABLE IRS FORM W-8. IRS FORMS W-9, W-8BEN AND W-8BEN-E ARE ATTACHED BELOW — OTHER IRS FORMS W-8 CAN BE OBTAINED FROM THE TENDER AGENT OR FROM WWW.IRS.GOV.

Form W-9

(Rev. December 2014)

Department of the Treasury

Internal Revenue Service

Request for Taxpayer

Identification Number and Certification

Give Form to the

requester. Do not

send to the IRS.

Print or type

See

Specific Instructions

on page 2.

1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.

2 Business name/disregarded entity name, if different from above

3 Check appropriate box for federal tax classification; check only one of the following seven boxes:

4 Exemptions (codes apply only to

certain entities, not individuals; see

instructions on page 3):

Exempt payee code (if any)

Exemption from FATCA reporting

code (if any)

(Applies to accounts maintained outside the U.S.)

¨ Individual/sole proprietor or
single-member LLC

C Corporation

S Corporation

Partnership

Trust/estate

¨ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ^u

Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the
line above for the tax classification of the single-member owner.

¨ Other (see instructions) ^u

5 Address (number, street, and apt. or suite no.)

Requester’s name and address (optional)

6 City, state, and ZIP code

7 List account number(s) here (optional)


Part I		Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Social security number

–

Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter.

Employer identification number

–


Part II		Certification

Under penalties of perjury, I certify that:

The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

I am a U.S. citizen or other U.S. person (defined below); and

The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.


Sign Here		Signature of U.S. person ^u		Date ^u

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9.

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following:

● Form 1099-INT (interest earned or paid)

● Form 1099-DIV (dividends, including those from stocks or mutual funds)

● Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

● Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

● Form 1099-S (proceeds from real estate transactions)

● Form 1099-K (merchant card and third party network transactions)

● Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

● Form 1099-C (canceled debt)

● Form 1099-A (acquisition or abandonment of secured property)

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2.

By signing the filled-out form, you:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information.


		Cat. No. 10231X		Form W-9 (Rev. 12-2014)

Form W-9 (Rev. 12-2014)

Page 2

Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

● An individual who is a U.S. citizen or U.S. resident alien;

● A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

● An estate (other than a foreign estate); or

● A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States:

● In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;

● In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and

● In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information.

Also see Special rules for partnerships above.

What is FATCA reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9.

a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note. ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2.

c. Partnership, LLC that is not a single-member LLC, C Corporation, or S Corporation. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2.

d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.

e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c)(2)(iii). Enter the owner’s name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Form W-9 (Rev. 12-2014)

Page 3

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Line 3

Check the appropriate box in line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box in line 3.

Limited Liability Company (LLC). If the name on line 1 is an LLC treated as a partnership for U.S. federal tax purposes, check the “Limited Liability Company” box and enter “P” in the space provided. If the LLC has filed Form 8832 or 2553 to be taxed as a corporation, check the “Limited Liability Company” box and in the space provided enter “C” for C corporation or “S” for S corporation. If it is a single-member LLC that is a disregarded entity, do not check the “Limited Liability Company” box; instead check the first box in line 3 “Individual/sole proprietor or single-member LLC.”

Line 4, Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space in line 4 any code(s) that may apply to you.

Exempt payee code.

● Generally, individuals (including sole proprietors) are not exempt from backup withholding.

● Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

● Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

● Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

2—The United States or any of its agencies or instrumentalities

3—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

5—A corporation

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

7—A futures commission merchant registered with the Commodity Futures Trading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a)

11—A financial institution

12—A middleman known in the investment community as a nominee or custodian

13—A trust exempt from tax under section 664 or described in section 4947

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.


IF the payment is for . . .		THEN the payment is exempt for . . .
Interest and dividend payments		All exempt payees except for 7
Broker transactions		Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions and patronage dividends		Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,000¹		Generally, exempt payees 1 through 5²
Payments made in settlement of payment card or third party network transactions		Exempt payees 1 through 4

¹	See Form 1099-MISC, Miscellaneous Income, and its instructions.

However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

B—The United States or any of its agencies or instrumentalities

C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)

E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i)

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

G—A real estate investment trust

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

I—A common trust fund as defined in section 584(a)

J—A bank as defined in section 581

K—A broker

L—A trust exempt from tax under section 664 or described in section 4947(a)(1)

M—A tax exempt trust under a section 403(b) plan or section 457(g) plan

Note. You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns.

Line 6

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on this page), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Form W-9 (Rev. 12-2014)

Page 4

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, or 5 below indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester


	For this type of account:		Give name and SSN of:
	1.	Individual	The individual
	2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account¹
	3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor²
	4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee¹
		b. So-called trust account that is not a legal or valid trust under state law	The actual owner¹
	5.	Sole proprietorship or disregarded entity owned by an individual	The owner³
	6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))	The grantor*
For this type of account:			Give name and EIN of:
	7.	Disregarded entity not owned by an individual	The owner
	8.	A valid trust, estate, or pension trust	Legal entity⁴
	9.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
	10.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization


11.	Partnership or multi-member LLC	The partnership
12.	A broker or registered nominee	The broker or nominee
13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B))	The trust

¹	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

²	Circle the minor’s name and furnish the minor’s SSN.

³	You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴	List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 2.

*	Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

Form W-8BEN

(Rev. February 2014)

Department of the Treasury

Internal Revenue Service

Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals)

u For use by individuals. Entities must use Form W-8BEN-E.

u Information about Form W-8BEN and its separate instructions is at www.irs.gov/formw8ben.

u Give this form to the withholding agent or payer. Do not send to the IRS.

OMB No. 1545-1621


Do NOT use this form if:		Instead, use Form:

●

You are NOT an individualW-8BEN-E

●

You are a U.S. citizen or other U.S. person, including a resident alien individualW-9

●

You are a beneficial owner claiming that income is effectively connected with the conduct of trade or business within the U.S. (other than personal services)W-8ECI

●

You are a beneficial owner who is receiving compensation for personal services performed in the United States8233 or W-4

●

A person acting as an intermediaryW-8IMY


Part I		Identification of Beneficial Owner (see instructions)

1 Name of individual who is the beneficial owner

2 Country of citizenship


3 Permanent residence address (street, apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address.
City or town, state or province. Include postal code where appropriate.		Country
4 Mailing address (if different from above)
City or town, state or province. Include postal code where appropriate.		Country
5 U.S. taxpayer identification number (SSN or ITIN), if required (see instructions)	6 Foreign tax identifying number (see instructions)

7 Reference number(s) (see instructions)

8 Date of birth (MM-DD-YYYY) (see instructions)


Part II		Claim of Tax Treaty Benefits (for chapter 3 purposes only) (see instructions)

9 I certify that the beneficial owner is a resident of within the meaning of the income tax treaty between the United States and that country.

10 Special rates and conditions (if applicable—see instructions): The beneficial owner is claiming the provisions of Article

of the treaty identified on line 9 above to claim a % rate of withholding on (specify type of income): .

Explain the reasons the beneficial owner meets the terms of the treaty article:


Part III		Certification

Under penalties of perjury, I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that:

●

I am the individual that is the beneficial owner (or am authorized to sign for the individual that is the beneficial owner) of all the income to which this form relates or am using this form to document myself as an individual that is an owner or account holder of a foreign financial institution,

●

The person named on line 1 of this form is not a U.S. person,

●

The income to which this form relates is:

(a) not effectively connected with the conduct of a trade or business in the United States,

(b) effectively connected but is not subject to tax under an applicable income tax treaty, or

●

The person named on line 1 of this form is a resident of the treaty country listed on line 9 of the form (if any) within the meaning of the income tax treaty between the United States and that country, and

●

For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions.

Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner. I agree that I will submit a new form within 30 days if any certification made on this form becomes incorrect.


^{Sign Here}	^u
^{Sign Here}	^u	Signature of beneficial owner (or individual authorized to sign for beneficial owner)	Date (MM-DD-YYYY)



				Print name of signer				Capacity in which acting (if form is not signed by beneficial owner)


For Paperwork Reduction Act Notice, see separate instructions.		Cat. No. 25047Z		Form W-8BEN (Rev. 2-2014)

UPDATED INFORMATION FOR USERS OF FORM W-8BEN-E - -

USE OF FORM W-8BEN (REVISION DATE FEBRUARY 2006)

BEFORE JANUARY 1, 2015

The Form W-8BEN-E reflects changes made by the Foreign Account Tax Compliance Act (FATCA) and is for use by beneficial owners that are entities. Entities also may use the Form W-8BEN (revision date February 2006) through December 31, 2014.

For purposes of chapter 3 of the Internal Revenue Code, a Form W-8BEN (revision date February 2006) provided to a withholding agent by an entity before January 1, 2015 will remain valid until the form’s validity expires under Treasury Regulations section 1.1441-1(e) (4)(ii).

For purposes of chapter 4 of the Internal Revenue Code, a Form W-8BEN (revision date February 2006) provided to a withholding agent by an entity before January 1, 2015 is and will remain valid to the extent permitted in Treasury Regulations section 1.1471-3(d)(1) (describing the allowance for use of a “pre-FATCA Form W-8”). See also Treasury Regulations section 1.1471-2T(a)(4)(ii) (describing a transitional exception to withholding for certain payments made with respect to a preexisting obligation).

A withholding agent may request that you provide a Form W-8BEN (revision date February 2006) before January 1, 2015. The Form W-8BEN (revision date February 2006) can be found on irs.gov in the Forms and Publications section, under the “Prior Year Forms” tab, by searching the cumulative list of forms posted there for the term “Form W-8”. It does not reflect the changes made by FATCA.

Form W-8BEN-E

(February 2014)

Department of the Treasury

Internal Revenue Service

Certificate of Status of Beneficial Owner for

United States Tax Withholding and Reporting (Entities)

u For use by entities. Individuals must use Form W-8BEN. u Section references are to the Internal Revenue Code.

u Information about Form W-8BEN-E and its separate instructions is at www.irs.gov/formw8bene.

u Give this form to the withholding agent or payer. Do not send to the IRS.

OMB No. 1545-1621


Do NOT use this form for:		Instead use Form:

●

U.S. entity or U.S. citizen or resident W-9

●

A foreign individual W-8BEN (Individual)

●

A foreign individual or entity claiming that income is effectively connected with the conduct of trade or business within the U.S. (unless claiming treaty benefits) W-8ECI

●

A foreign partnership, a foreign simple trust, or a foreign grantor trust (unless claiming treaty benefits) (see instructions for exceptions) W-8IMY

●

A foreign government, international organization, foreign central bank of issue, foreign tax-exempt organization, foreign private foundation, or government of a U.S. possession claiming that income is effectively connected U.S. income or that is claiming the applicability of section(s) 115(2), 501(c), 892, 895, or 1443(b) (unless claiming treaty benefits) (see instructions) W-8ECI or W-8EXP

●

Any person acting as an intermediary W-8IMY


Part I		Identification of Beneficial Owner


1	Name of organization that is the beneficial owner			2 Country of incorporation or organization
3	Name of disregarded entity receiving the payment (if applicable)
4	Chapter 3 Status (entity type) (Must check one box only):		_¨ Corporation	_¨ Disregarded entity	_¨ Partnership
	_¨ Simple trust _¨ Central Bank of Issue	_¨ Grantor trust _¨ Tax-exempt organization	_¨ Complex trust _¨ Private foundation	_¨ Estate	_¨ Government


		If you entered disregarded entity, partnership, simple trust, or grantor trust above, is the entity a hybrid making a treaty claim? If “Yes” complete Part III.		_¨ Yes		_¨ No

Chapter 4 Status (FATCA status) (Must check one box only unless otherwise indicated). (See instructions for details and complete the certification below for the entity’s applicable status).

_¨

Nonparticipating FFI (including a limited FFI or an FFI related to a Reporting IGA FFI other than a registered deemed-compliant FFI or participating FFI).

_¨

Participating FFI.

_¨

Reporting Model 1 FFI.

_¨

Reporting Model 2 FFI.

_¨

Registered deemed-compliant FFI (other than a reporting Model 1 FFI or sponsored FFI that has not obtained a GIIN).

_¨

Sponsored FFI that has not obtained a GIIN. Complete Part IV.

_¨

Certified deemed-compliant nonregistering local bank. Complete Part V.

_¨

Certified deemed-compliant FFI with only low-value accounts. Complete Part VI.

_¨

Certified deemed-compliant sponsored, closely held investment vehicle. Complete Part VII.

_¨

Certified deemed-compliant limited life debt investment entity. Complete Part VIII.

_¨

Certified deemed-compliant investment advisors and investment managers. Complete Part IX.

_¨

Owner-documented FFI. Complete Part X.

_¨

Restricted distributor. Complete Part XI.

_¨

Nonreporting IGA FFI (including an FFI treated as a registered deemed-compliant FFI under an applicable Model 2 IGA). Complete Part XII.

_¨

Foreign government, government of a U.S. possession, or foreign central bank of issue. Complete Part XIII.

_¨

International organization. Complete Part XIV.

_¨

Exempt retirement plans. Complete Part XV.

_¨

Entity wholly owned by exempt beneficial owners. Complete Part XVI.

_¨

Territory financial institution. Complete Part XVII.

_¨

Nonfinancial group entity. Complete Part XVIII.

_¨

Excepted nonfinancial start-up company. Complete Part XIX.

_¨

Excepted nonfinancial entity in liquidation or bankruptcy. Complete Part XX.

_¨

501(c) organization. Complete Part XXI.

_¨

Nonprofit organization. Complete Part XXII.

_¨

Publicly traded NFFE or NFFE affiliate of a publicly traded corporation. Complete Part XXIII.

_¨

Excepted territory NFFE. Complete Part XXIV.

_¨

Active NFFE. Complete Part XXV.

_¨

Passive NFFE. Complete Part XXVI.

_¨

Excepted inter-affiliate FFI. Complete Part XXVII.

_¨

Direct reporting NFFE.

_¨

Sponsored direct reporting NFFE. Complete Part XXVIII.

Permanent residence address (street, apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address (other than a registered address).

City or town, state or province. Include postal code where appropriate.

Country

Mailing address (if different from above)

City or town, state or province. Include postal code where appropriate.

Country

U.S. taxpayer identification number (TIN), if required

9a _¨ GIIN

b _¨ Foreign TIN

10 Reference number(s) (see instructions)

Note. Please complete remainder of the form including signing the form in Part XXIX.


For Paperwork Reduction Act Notice, see separate instructions.		Cat. No. 59689N		Form W-8BEN-E (2-2014)


Form W-8BEN-E (2-2014)		Page 2


Part II		Disregarded Entity or Branch Receiving Payment. (Complete only if disregarded entity or branch of an FFI in a country other than the FFI’s country of residence.)


11 Chapter 4 Status (FATCA status) of disregarded entity or branch receiving payment


_¨ Limited Branch.	_¨ Reporting Model 1 FFI.	_¨ U.S. Branch.
_¨ Participating FFI.	_¨ Reporting Model 2 FFI.

12 Address of disregarded entity or branch (street, apt. or suite no., or rural route). Do not use a P.O. box or in-care-of address (other than a registered address).

City or town, state or province. Include postal code where appropriate.

Country

13 GIIN (if any)


Part III		Claim of Tax Treaty Benefits (if applicable). (For chapter 3 purposes only)

14 I certify that (check all that apply):


a	_¨	The beneficial owner is a resident of within the meaning of the income tax treaty between the United States and that country.
b	_¨	The beneficial owner derives the item (or items) of income for which the treaty benefits are claimed, and, if applicable, meets the requirements of the treaty provision dealing with limitation on benefits (see instructions).
c	_¨	The beneficial owner is claiming treaty benefits for dividends received from a foreign corporation or interest from a U.S. trade or business of a foreign corporation and meets qualified resident status (see instructions).

15 Special rates and conditions (if applicable — see instructions): The beneficial owner is claiming the provisions of Article

of the treaty identified on line 14a above to claim a % rate of withholding on (specify type of income):

Explain the reasons the beneficial owner meets the terms of the treaty article:


Part IV		Sponsored FFI That Has Not Obtained a GIIN


16 Name of sponsoring entity:

17 Check whichever box applies.

_¨

I certify that the entity identified in Part I:

● Is an FFI solely because it is an investment entity;

● Is not a QI, WP, or WT; and

● Has agreed with the entity identified above (that is not a nonparticipating FFI) to act as the sponsoring entity for this entity.

_¨

I certify that the entity identified in Part I:

● Is a controlled foreign corporation as defined in section 957(a);

● Is not a QI, WP, or WT;

● Is wholly owned, directly or indirectly, by the U.S. financial institution identified above that agrees to act as the sponsoring entity for this entity; and

● Shares a common electronic account system with the sponsoring entity (identified above) that enables the sponsoring entity to identify all account holders and payees of the entity and to access all account and customer information maintained by the entity including, but not limited to, customer identification information, customer documentation, account balance, and all payments made to account holders or payees.


Part V		Certified Deemed-Compliant Nonregistering Local Bank

18 _¨ I certify that the FFI identified in Part I:

● Operates and is licensed solely as a bank or credit union (or similar cooperative credit organization operated without profit) in its country of incorporation or organization;

● Engages primarily in the business of receiving deposits from and making loans to, with respect to a bank, retail customers unrelated to such bank and, with respect to a credit union or similar cooperative credit organization, members, provided that no member has a greater than five percent interest in such credit union or cooperative credit organization;

● Does not solicit account holders outside its country of organization;

● Has no fixed place of business outside such country (for this purpose, a fixed place of business does not include a location that is not advertised to the public and from which the FFI performs solely administrative support functions);

● Has no more than $175 million in assets on its balance sheet and, if it is a member of an expanded affiliated group, the group has no more than $500 million in total assets on its consolidated or combined balance sheets; and

● Does not have any member of its expanded affiliated group that is a foreign financial institution, other than a foreign financial institution that is incorporated or organized in the same country as the FFI identified in Part I and that meets the requirements set forth in this Part V.


Part VI		Certified Deemed-Compliant FFI with Only Low-Value Accounts

19 ¨ I certify that the FFI identified in Part I:

● Is not engaged primarily in the business of investing, reinvesting, or trading in securities, partnership interests, commodities, notional principal contracts, insurance or annuity contracts, or any interest (including a futures or forward contract or option) in such security, partnership interest, commodity, notional principal contract, insurance contract or annuity contract;

● No financial account maintained by the FFI or any member of its expanded affiliated group, if any, has a balance or value in excess of $50,000 (as determined after applying applicable account aggregation rules); and

● Neither the FFI nor the entire expanded affiliated group, if any, of the FFI, have more than $50 million in assets on its consolidated or combined balance sheet as of the end of its most recent accounting year.

Form W-8BEN-E (2-2014)


Form W-8BEN-E (2-2014)		Page 3


Part VII		Certified Deemed-Compliant Sponsored, Closely Held Investment Vehicle


20 Name of sponsoring entity:

21 ¨ I certify that the entity identified in Part I:

● Is an FFI solely because it is an investment entity described in §1.1471-5(e)(4);

● Is not a QI, WP, or WT;

● Has a contractual relationship with the above identified sponsoring entity that agrees to fulfill all due diligence, withholding, and reporting responsibilities of a participating FFI on behalf of this entity; and

● Twenty or fewer individuals own all of the debt and equity interests in the entity (disregarding debt interests owned by U.S. financial institutions, participating FFIs, registered deemed-compliant FFIs, and certified deemed-compliant FFIs and equity interests owned by an entity if that entity owns 100 percent of the equity interests in the FFI and is itself a sponsored FFI).


Part VIII		Certified Deemed-Compliant Limited Life Debt Investment Entity

22 ¨ I certify that the entity identified in Part I:

● Was in existence as of January 17, 2013;

● Issued all classes of its debt or equity interests to investors on or before January 17, 2013, pursuant to a trust indenture or similar agreement; and

● Is certified deemed-compliant because it satisfies the requirements to be treated as a limited life debt investment entity (such as the restrictions with respect to its assets and other requirements under § 1.1471-5(f)(2)(iv)).


Part IX		Certified Deemed-Compliant Investment Advisors and Investment Managers

23 _¨ I certify that the entity identified in Part I:

● Is a financial institution solely because it is an investment entity described in §1.1471-5(e)(4)(i)(A); and

● Does not maintain financial accounts.


Part X		Owner-Documented FFI

Note. This status only applies if the U.S. financial institution or participating FFI to which this form is given has agreed that it will treat the FFI as an owner-documented FFI (see instructions for eligibility requirements). In addition, the FFI must make the certifications below.

24a _¨ (All owner-documented FFIs check here) I certify that the FFI identified in Part I:

● Does not act as an intermediary;

● Does not accept deposits in the ordinary course of a banking or similar business;

● Does not hold, as a substantial portion of its business, financial assets for the account of others;

● Is not an insurance company (or the holding company of an insurance company) that issues or is obligated to make payments with respect to a financial account;

● Is not owned by or in an expanded affiliated group with an entity that accepts deposits in the ordinary course of a banking or similar business, holds, as a substantial portion of its business, financial assets for the account of others, or is an insurance company (or the holding company of an insurance company) that issues or is obligated to make payments with respect to a financial account; and

● Does not maintain a financial account for any nonparticipating FFI.

Check box 24b or 24c, whichever applies.

b ¨ I certify that the FFI identified in Part I:

● Has provided, or will provide, an FFI owner reporting statement that contains:

● The name, address, TIN (if any), chapter 4 status, and type of documentation provided (if required) of every individual and specified U.S. person that owns a direct or indirect equity interest in the owner-documented FFI (looking through all entities other than specified U.S. persons);

● The name, address, TIN (if any), chapter 4 status, and type of documentation provided (if required) of every individual and specified U.S. person that owns a debt interest in the owner-documented FFI (including any indirect debt interest, which includes debt interests in any entity that directly or indirectly owns the payee or any direct or indirect equity interest in a debt holder of the payee) that constitutes a financial account in excess of $50,000 (disregarding all such debt interests owned by participating FFIs, registered deemed-compliant FFIs, certified deemed-compliant FFIs, excepted NFFEs, exempt beneficial owners, or U.S. persons other than specified U.S. persons); and

● Any additional information the withholding agent requests in order to fulfill its obligations with respect to the entity.

c _¨

I certify that the FFI identified in Part I has provided, or will provide, an auditor’s letter, signed within four years of the date of payment, from an independent accounting firm or legal representative with a location in the United States stating that the firm or representative has reviewed the FFI’s documentation with respect to all of its owners and debt holders identified in §1.1471-3(d)(6)(iv)(A)(2), and that the FFI meets all the requirements to be an owner-documented FFI. The FFI identified in Part I has also provided, or will provide, an FFI owner reporting statement of its owners that are specified U.S. persons and Form(s) W-9, with applicable waivers.

Check box 24d if applicable.

d ¨ I certify that the entity identified in line 1 is a trust that does not have any contingent beneficiaries or designated classes with unidentified beneficiaries.


Part XI		Restricted Distributor

25a ¨ (All restricted distributors check here) I certify that the entity identified in Part I:

● Operates as a distributor with respect to debt or equity interests of the restricted fund with respect to which this form is furnished;

● Provides investment services to at least 30 customers unrelated to each other and less than half of its customers are related to each other;

● Is required to perform AML due diligence procedures under the anti-money laundering laws of its country of organization (which is an FATF-compliant jurisdiction);

● Operates solely in its country of incorporation or organization, has no fixed place of business outside of that country, and has the same country of incorporation or organization as all members of its affiliated group, if any;

● Does not solicit customers outside its country of incorporation or organization;

Form W-8BEN-E (2-2014)


Form W-8BEN-E (2-2014)		Page 4


Part XI		Restricted Distributor (Continued)

●

Has no more than $175 million in total assets under management and no more than $7 million in gross revenue on its income statement for the most recent accounting year;

●

Is not a member of an expanded affiliated group that has more than $500 million in total assets under management or more than $20 million in gross revenue for its most recent accounting year on a combined or consolidated income statement; and

●

Does not distribute any debt or securities of the restricted fund to specified U.S. persons, passive NFFEs with one or more substantial U.S. owners, or nonparticipating FFIs.

Check box 25b or 25c, whichever applies.

I further certify that with respect to all sales of debt or equity interests in the restricted fund with respect to which this form is furnished that are made after December 31, 2011, the entity identified in Part I:

b ¨

Has been bound by a distribution agreement that contained a general prohibition on the sale of debt or securities to U.S. entities and U.S. resident individuals and is currently bound by a distribution agreement that contains a prohibition of the sale of debt or securities to any specified U.S. person, passive NFFE with one or more substantial U.S. owners, or nonparticipating FFI.

c ¨

Is currently bound by a distribution agreement that contains a prohibition on the sale of debt or securities to any specified U.S. person, passive NFFE with one or more substantial U.S. owners, or nonparticipating FFI and, for all sales made prior to the time that such a restriction was included in its distribution agreement, has reviewed all accounts related to such sales in accordance with the procedures identified in §1.1471-4(c) applicable to preexisting accounts and has redeemed or retired any, or caused the restricted fund to transfer the securities to a distributor that is a participating FFI or reporting Model 1 FFI securities which were sold to specified U.S. persons, passive NFFEs with one or more substantial U.S. owners, or nonparticipating FFIs.


Part XII		Nonreporting IGA FFI

26 ¨ I certify that the entity identified in Part I:

●

Meets the requirements to be considered a nonreporting financial institution pursuant to an applicable IGA between the United States and

;

●

Is treated as a under the provisions of the applicable IGA (see instructions); and

●

If you are an FFI treated as a registered deemed-compliant FFI under an applicable Model 2 IGA, provide your GIIN:


Part XIII		Foreign Government, Government of a U.S. Possession, or Foreign Central Bank of Issue

27 ¨

I certify that the entity identified in Part I is the beneficial owner of the payment and is not engaged in commercial financial activities of a type engaged in by an insurance company, custodial institution, or depository institution with respect to the payments, accounts, or obligations for which this form is submitted (except as permitted in §1.1471-6(h)(2)).


Part XIV		International Organization

Check box 28a or 28b, whichever applies.

28a ¨ I certify that the entity identified in Part I is an international organization described in section 7701(a)(18).

b ¨ I certify that the entity identified in Part I:

●

Is comprised primarily of foreign governments;

●

Is recognized as an intergovernmental or supranational organization under a foreign law similar to the International Organizations Immunities Act;

●

The benefit of the entity’s income does not inure to any private person;

●

Is the beneficial owner of the payment and is not engaged in commercial financial activities of a type engaged in by an insurance company, custodial institution, or depository institution with respect to the payments, accounts, or obligations for which this form is submitted (except as permitted in §1.1471-6(h)(2)).


Part XV		Exempt Retirement Plans

Check box 29a, b, c, d, e, or f, whichever applies.

29a ¨ I certify that the entity identified in Part I:

●

Is established in a country with which the United States has an income tax treaty in force (see Part III if claiming treaty benefits);

●

Is operated principally to administer or provide pension or retirement benefits; and

●

Is entitled to treaty benefits on income that the fund derives from U.S. sources (or would be entitled to benefits if it derived any such income) as a resident of the other country which satisfies any applicable limitation on benefits requirement.

b ¨ I certify that the entity identified in Part I:

●

Is organized for the provision of retirement, disability, or death benefits (or any combination thereof) to beneficiaries that are former employees of one or more employers in consideration for services rendered;

●

No single beneficiary has a right to more than 5% of the FFI’s assets;

●

Is subject to government regulation and provides annual information reporting about its beneficiaries to the relevant tax authorities in the country in which the fund is established or operated; and

●

Is generally exempt from tax on investment income under the laws of the country in which it is established or operates due to its status as a retirement or pension plan;

●

Receives at least 50% of its total contributions from sponsoring employers (disregarding transfers of assets from other plans described in this part, retirement and pension accounts described in an applicable Model 1 or Model 2 IGA, other retirement funds described in an applicable Model 1 or Model 2 IGA, or accounts described in §1.1471-5(b)(2)(i)(A));

●

Either does not permit or penalizes distributions or withdrawals made before the occurrence of specified events related to retirement, disability, or death (except rollover distributions to accounts described in §1.1471-5(b)(2)(i)(A) (referring to retirement and pension accounts), to retirement and pension accounts described in an applicable Model 1 or Model 2 IGA, or to other retirement funds described in this part or in an applicable Model 1 or Model 2 IGA); or

●

Limits contributions by employees to the fund by reference to earned income of the employee or may not exceed $50,000 annually.

Form W-8BEN-E (2-2014)


Form W-8BEN-E (2-2014)		Page 5


Part XV		Exempt Retirement Plans (Continued)

c ¨ I certify that the entity identified in Part I:

● Is organized for the provision of retirement, disability, or death benefits (or any combination thereof) to beneficiaries that are former employees of one or more employers in consideration for services rendered;

● Has fewer than 50 participants;

● Is sponsored by one or more employers each of which is not an investment entity or passive NFFE;

● Employee and employer contributions to the fund (disregarding transfers of assets from other plans described in this part, retirement and pension accounts described in an applicable Model 1 or Model 2 IGA, or accounts described in §1.1471-5(b)(2)(i)(A)) are limited by reference to earned income and compensation of the employee, respectively;

● Participants that are not residents of the country in which the fund is established or operated are not entitled to more than 20 percent of the fund’s assets; and

● Is subject to government regulation and provides annual information reporting about its beneficiaries to the relevant tax authorities in the country in which the fund is established or operates.

d ¨ I certify that the entity identified in Part I is formed pursuant to a pension plan that would meet the requirements of section 401(a), other than the requirement that the plan be funded by a trust created or organized in the United States.

e ¨ I certify that the entity identified in Part I is established exclusively to earn income for the benefit of one or more retirement funds described in this part or in an applicable Model 1 or Model 2 IGA, accounts described in §1.1471-5(b)(2)(i)(A) (referring to retirement and pension accounts), or retirement and pension accounts described in an applicable Model 1 or Model 2 IGA.

f ¨ I certify that the entity identified in Part I:

● Is established and sponsored by a foreign government, international organization, central bank of issue, or government of a U.S. possession (each as defined in §1.1471-6) or an exempt beneficial owner described in an applicable Model 1 or Model 2 IGA to provide retirement, disability, or death benefits to beneficiaries or participants that are current or former employees of the sponsor (or persons designated by such employees); or

● Is established and sponsored by a foreign government, international organization, central bank of issue, or government of a U.S. possession (each as defined in §1.1471-6) or an exempt beneficial owner described in an applicable Model 1 or Model 2 IGA to provide retirement, disability, or death benefits to beneficiaries or participants that are not current or former employees of such sponsor, but are in consideration of personal services performed for the sponsor.


Part XVI		Entity Wholly Owned by Exempt Beneficial Owners

30 ¨ I certify that the entity identified in Part I:

● Is an FFI solely because it is an investment entity;

● Each direct holder of an equity interest in the investment entity is an exempt beneficial owner described in §1.1471-6 or in an applicable Model 1 or Model 2 IGA;

● Each direct holder of a debt interest in the investment entity is either a depository institution (with respect to a loan made to such entity) or an exempt beneficial owner described in §1.1471-6 or an applicable Model 1 or Model 2 IGA.

● Has provided an owner reporting statement that contains the name, address, TIN (if any), chapter 4 status, and a description of the type of documentation provided to the withholding agent for every person that owns a debt interest constituting a financial account or direct equity interest in the entity; and

● Has provided documentation establishing that every owner of the entity is an entity described in §1.1471-6(b), (c), (d), (e), (f) and/or (g) without regard to whether such owners are beneficial owners.


Part XVII		Territory Financial Institution

31 ¨

I certify that the entity identified in Part I is a financial institution (other than an investment entity) that is incorporated or organized under the laws of a possession of the United States.


Part XVIII		Excepted Nonfinancial Group Entity

32 ¨ I certify that the entity identified in Part I:

● Is a holding company, treasury center, or captive finance company and substantially all of the entity’s activities are functions described in §1.1471-5(e)(5)(i)(C) through (E);

● Is a member of a nonfinancial group described in §1.1471-5(e)(5)(i)(B);

● Is not a depository or custodial institution (other than for members of the entity’s expanded affiliated group); and

● Does not function (or hold itself out) as an investment fund, such as a private equity fund, venture capital fund, leveraged buyout fund, or any investment vehicle with an investment strategy to acquire or fund companies and then hold interests in those companies as capital assets for investment purposes.


Part XIX		Excepted Nonfinancial Start-Up Company

33 ¨ I certify that the entity identified in Part I:

● Was formed on (or, in the case of a new line of business, the date of board resolution approving the new line of business) (date must be less than 24 months prior to date of payment);

● Is not yet operating a business and has no prior operating history or is investing capital in assets with the intent to operate a new line of business other than that of a financial institution or passive NFFE;

● Is investing capital into assets with the intent to operate a business other than that of a financial institution; and

● Does not function (or hold itself out) as an investment fund, such as a private equity fund, venture capital fund, leveraged buyout fund, or any investment vehicle whose purpose is to acquire or fund companies and then hold interests in those companies as capital assets for investment purposes.

Form W-8BEN-E (2-2014)


Form W-8BEN-E (2-2014)		Page 6


Part XX		Excepted Nonfinancial Entity in Liquidation or Bankruptcy

34 ¨ I certify that the entity identified in Part I:

● Filed a plan of liquidation, filed a plan of reorganization, or filed for bankruptcy on ;

● During the past 5 years has not been engaged in business as a financial institution or acted as a passive NFFE;

● Is either liquidating or emerging from a reorganization or bankruptcy with the intent to continue or recommence operations as a nonfinancial entity; and

● Has, or will provide, documentary evidence such as a bankruptcy filing or other public documentation that supports its claim if it remains in bankruptcy or liquidation for more than three years.


Part XXI		501(c) Organization

35 ¨ I certify that the entity identified in Part I is a 501(c) organization that:

● Has been issued a determination letter from the IRS that is currently in effect concluding that the payee is a section 501(c) organization that is dated ; or

● Has provided a copy of an opinion from U.S. counsel certifying that the payee is a section 501(c) organization (without regard to whether the payee is a foreign private foundation).


Part XXII		Non-Profit Organization

36 ¨ I certify that the entity identified in Part I is a non-profit organization that meets the following requirements:

● The entity is established and maintained in its country of residence exclusively for religious, charitable, scientific, artistic, cultural or educational purposes;

● The entity is exempt from income tax in its country of residence;

● The entity has no shareholders or members who have a proprietary or beneficial interest in its income or assets;

● Neither the applicable laws of the entity’s country of residence nor the entity’s formation documents permit any income or assets of the entity to be distributed to, or applied for the benefit of, a private person or non-charitable entity other than pursuant to the conduct of the entity’s charitable activities or as payment of reasonable compensation for services rendered or payment representing the fair market value of property which the entity has purchased; and

● The applicable laws of the entity’s country of residence or the entity’s formation documents require that, upon the entity’s liquidation or dissolution, all of its assets be distributed to an entity that is a foreign government, an integral part of a foreign government, a controlled entity of a foreign government, or another organization that is described in this Part XXII or escheats to the government of the entity’s country of residence or any political subdivision thereof.


Part XXIII		Publicly Traded NFFE or NFFE Affiliate of a Publicly Traded Corporation

Check box 37a or 37b, whichever applies.

37a ¨ I certify that:

● The entity identified in Part I is a foreign corporation that is not a financial institution; and

● The stock of such corporation is regularly traded on one or more established securities markets, including (name one securities exchange upon which the stock is regularly traded).

b ¨ I certify that:

● The entity identified in Part I is a foreign corporation that is not a financial institution;

● The entity identified in Part I is a member of the same expanded affiliated group as an entity the stock of which is regularly traded on an established securities market;

● The name of the entity, the stock of which is regularly traded on an established securities market, is; and

● The name of the securities market on which the stock is regularly traded is .


Part XXIV		Excepted Territory NFFE

38 ¨ I certify that:

● The entity identified in Part I is an entity that is organized in a possession of the United States;

● The entity identified in Part I:

● Does not accept deposits in the ordinary course of a banking or similar business,

● Does not hold, as a substantial portion of its business, financial assets for the account of others, or

● Is not an insurance company (or the holding company of an insurance company) that issues or is obligated to make payments with respect to a financial account; and

● All of the owners of the entity identified in Part I are bona fide residents of the possession in which the NFFE is organized or incorporated.


Part XXV		Active NFFE

39 ¨ I certify that:

● The entity identified in Part I is a foreign entity that is not a financial institution;

● Less than 50% of such entity’s gross income for the preceding calendar year is passive income; and

● Less than 50% of the assets held by such entity are assets that produce or are held for the production of passive income (calculated as a weighted average of the percentage of passive assets measured quarterly) (see instructions for the definition of passive income).


Part XXVI		Passive NFFE

40a ¨ I certify that the entity identified in Part I is a foreign entity that is not a financial institution (other than an investment entity organized in a possession of the United States) and is not certifying its status as a publicly traded NFFE (or affiliate), excepted territory NFFE, active NFFE, direct reporting NFFE, or sponsored direct reporting NFFE.

Check box 40b or 40c, whichever applies.

b ¨ I further certify that the entity identified in Part I has no substantial U.S. owners, or

c ¨ I further certify that the entity identified in Part I has provided the name, address, and TIN of each substantial U.S. owner of the NFFE in Part XXX.

Form W-8BEN-E (2-2014)


Form W-8BEN-E (2-2014)		Page 7


Part XXVII		Excepted Inter-Affiliate FFI

41 ¨ I certify that the entity identified in Part I:

●

Is a member of an expanded affiliated group;

●

Does not maintain financial accounts (other than accounts maintained for members of its expanded affiliated group);

●

Does not make withholdable payments to any person other than to members of its expanded affiliated group that are not limited FFIs or limited branches;

●

Does not hold an account (other than a depository account in the country in which the entity is operating to pay for expenses) with or receive payments from any withholding agent other than a member of its expanded affiliated group; and

●

Has not agreed to report under §1.1471-4(d)(2)(ii)(C) or otherwise act as an agent for chapter 4 purposes on behalf of any financial institution, including a member of its expanded affiliated group.


Part XXVIII		Sponsored Direct Reporting NFFE


42		Nameof sponsoring entity:


43		¨ I certify that the entity identified in Part I is a direct reporting NFFE that is sponsored by the entity identified in line 42.

Part XXIX

Certification

● The entity identified on line 1 of this form is the beneficial owner of all the income to which this form relates, is using this form to certify its status for chapter 4 purposes, or is a merchant submitting this form for purposes of section 6050W,

● The entity identified on line 1 of this form is not a U.S. person,

● The income to which this form relates is: (a) not effectively connected with the conduct of a trade or business in the United States, (b) effectively connected but is not subject to tax under an income tax treaty, or (c) the partner’s share of a partnership’s effectively connected income, and

● For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions.

Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which the entity on line 1 is the beneficial owner or any withholding agent that can disburse or make payments of the income of which the entity on line 1 is the beneficial owner.

I agree that I will submit a new form within 30 days if any certification on this form becomes incorrect.

Sign Here

Signature of individual authorized to sign for beneficial owner

Print Name

Date (MM-DD-YYYY)

¨ I certify that I have the capacity to sign for the entity identified on line 1 of this form.

Part XXX

Substantial U.S. Owners of Passive NFFE

As required by Part XXVI, provide the name, address, and TIN of each substantial U.S. owner of the NFFE. Please see instructions for definition of substantial U.S. owner.



Name	Address	TIN

Form W-8BEN-E (2-2014)

This Letter of Transmittal and any other required documents should be sent or delivered by each tendering holder of Securities or its broker, dealer, commercial bank, trust company or other nominee to the Tender Agent at one of its addresses set forth on the front cover of this Letter of Transmittal.

Please contact the Dealer Managers with questions regarding the terms of the Offer or the Information Agent with questions regarding how to tender and/or request additional copies of the Offer to Purchase, this Letter of Transmittal or other documents related to the Offer at the contact information set forth below. Holders of Securities also may contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offer. Please contact the Tender Agent to confirm delivery of Securities.

The Dealer Managers for the Offer are:

Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005
Attn: Liability Management Group

Collect: (212) 250-2955

Toll-Free: (866) 627-0391

Goldman, Sachs & Co.

200 West Street

New York, New York 10282

Attn: Liability Management Group

Collect: (212) 357-1039

Toll-Free: (800) 828-3182

The Information Agent for the Offer is:

Global Bondholder Services Corporation

65 Broadway — Suite 404

New York, New York 10006

Attention: Corporate Actions

Banks and Brokers call: (212) 430-3774

Call Toll-Free: (866) 470-4500

Exhibit (a)(5)(A)

ZIONS BANCORPORATION

***FOR IMMEDIATE RELEASE***


For: ZIONS BANCORPORATION		Contact: James Abbott
One South Main Street		Tel: (801) 844-7637
Salt Lake City, Utah
Harris H. Simmons
Chairman/Chief Executive Officer

Zions Bancorporation Commences Tender Offer to Purchase Using Up to $180,000,000 of Cash

Certain Outstanding Preferred Stock and Depositary Shares

SALT LAKE CITY, October 19, 2015 – Zions Bancorporation (“Zions” or the “Company”) (Nasdaq: ZION) announced today the commencement of a cash tender offer to purchase for cash the securities listed in the table below (collectively, the “Securities”) in an amount such that the aggregate purchase price, plus Accrued Dividends (as defined below) for such Securities, shall not exceed $180,000,000 (the “Maximum Aggregate Purchase Amount”).


Acceptance Priority Level	Series of Securities	CUSIP No(s).	Liquidation Preference Per Share⁽¹⁾		Aggregate Liquidation Preference Outstanding		Offer Price⁽²⁾	Hypothetical Accrued Dividends⁽³⁾		Hypothetical Total Consideration⁽³⁾
1	Series I Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock (“Series I Shares”)	989701BD8	$	1,000.00	$	300,893,000	$1,000.00 per $1,000 liquidation preference	$	24.65	$	1,024.65

2	Series J Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock(“Series J Shares”)	989701BF3	$	1,000.00	$	195,152,000	$1,090.00 per $1,000 liquidation preference	$	12.60	$	1,102.60

3	Depositary Shares, each representing a 1/40th ownership interest in a share of Series G Fixed/Floating Rate Non-Cumulative Perpetual Preferred Stock (“Series G Depositary Shares”)	989701859	$	25.00	$	171,826,775	$26.10 per share	$	0.28	$	26.38

(1)	Each $1,000 liquidation preference of the Series I Shares and Series J Shares is equal to one Series I Share and one Series J Share, respectively.

(2)

Note that market prices for Series G Depositary Shares include accrued but unpaid dividends. Nonetheless, in the Offer to Purchase (as defined below), the purchase price for the Series G Depositary Shares is expressed as the sum of the offer price for such shares plus Accrued Dividends (as defined below). Accordingly, when comparing the consideration to be received in the offer for the Series G Depositary Shares to market prices, you should refer to the sum of the offer price and Accrued Dividends. Market prices for the Series I Shares and the Series J Shares do not include accrued but unpaid dividends.

(3)	Assumes the settlement date is November 18, 2015.

The offer will remain open until 11:59 p.m., New York City time, on November 16, 2015, unless extended or earlier terminated by Zions (such date, as it may be extended with respect to the offer, the “Expiration Date”).

The consideration for each Series I Share tendered and accepted for purchase pursuant to the offer will equal $1,000.00 per $1,000 liquidation preference, plus Accrued Dividends. The consideration for each Series J Share tendered and accepted for purchase pursuant to the offer will equal $1,090.00 per $1,000 liquidation preference, plus Accrued Dividends. The consideration for each Series G Depositary Share tendered and accepted for purchase pursuant to the offer will equal $26.10, plus Accrued Dividends. “Accrued Dividends” means, for each Security, accrued and unpaid dividends from the last dividend payment date with respect to such Security up to, but not including, the settlement date of the offer.

If the aggregate offer price plus the aggregate Accrued Dividends of the Securities that are validly tendered and not properly withdrawn as of the Expiration Date exceeds the Maximum Aggregate Purchase Amount, the Company will accept for purchase that number of Securities that does not result in its purchasing more than the Maximum Aggregate Purchase Amount. In that event, the Securities will be accepted for purchase in accordance with the acceptance priority levels specified in the table above (in numerical priority order) and may be subject to proration.

The settlement date for the offer will be promptly following the Expiration Date for the offer and is expected to be two business days following the Expiration Date. Assuming the offer is not extended, the Company expects that the settlement date for the offer will be November 18, 2015.

Securities tendered pursuant to the offer may be validly withdrawn at any time on or prior to the Expiration Date by following the procedures described in the Offer to Purchase.

The terms and conditions of the offer are described in the Offer to Purchase, dated October 19, 2015 (the “Offer to Purchase”), and the accompanying Letter of Transmittal, dated October 19, 2015 (together with the Offer to Purchase, the “Offer Materials”). The offer is subject to the satisfaction or waiver of certain conditions specified in the Offer Materials.

The Offer Materials are being sent to holders of the Securities. Holders are urged to read the Offer Materials carefully before making any decision with respect to the offer. Holders must make their own decisions as to whether to participate in the offer, and if they decide to do so, the number of Securities to tender.

Holders may obtain copies of the Offer Materials online at the website of the Securities and Exchange Commission (“SEC”) at www.sec.gov as exhibits to the Tender Offer Statement on Schedule TO filed by Zions with the SEC on the date hereof.

Deutsche Bank Securities Inc. and Goldman, Sachs & Co. are acting as dealer managers for the offer. For additional information regarding the terms of the offer, please contact: Deutsche Bank Securities Inc. at (866) 627-0391 (toll-free) or (212) 250-2955 (collect) or Goldman, Sachs & Co. at (800) 828-3182 (toll-free) or (212) 357-1039 (collect). Requests for the Offer Materials may be directed to Global Bondholder Services Corporation, which is acting as the tender agent and information agent for the offer, at (866) 470-4500 (toll-free).

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO PURCHASE SECURITIES. THE OFFER IS BEING MADE SOLELY PURSUANT TO THE OFFER MATERIALS, WHICH SET FORTH THE COMPLETE TERMS OF THE OFFER THAT HOLDERS OF THE SECURITIES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.

THE OFFER MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION TO PURCHASE SECURITIES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS. IN ANY JURISDICTION IN WHICH THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER WILL BE DEEMED TO BE MADE ON BEHALF OF ZIONS BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.

About Zions Bancorporation

Zions Bancorporation is one of the nation’s premier financial services companies, consisting of a collection of great banks in select Western U.S. markets. Zions operates its banking businesses under local management teams and community identities in 11 Western and Southwestern states: Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington and Wyoming.

Forward-Looking Statement

Statements in this press release that are based on other than historical data or that express the Company’s expectations regarding future events or determinations are forward-looking statements. Forward-looking statements provide current expectations or forecasts of future events or determinations. These forward-looking statements are not guarantees of future performance or determinations, nor should they be relied upon as representing management’s views as of any subsequent date. Forward-looking statements involve significant risks and uncertainties and actual results may differ materially from those presented, either expressed or implied, in this press release. Factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the Company’s most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, filed with the SEC and available at the SEC’s website (http://www.sec.gov).

Except as 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.

Zions Bancorporation NA (NASDAQ:ZION)
Historical Stock Chart
From Mar 2024 to Apr 2024

Click Here for more Zions Bancorporation NA Charts.

Zions Bancorporation NA (NASDAQ:ZION)
Historical Stock Chart
From Apr 2023 to Apr 2024

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

ZION Zions Bancorporation NA

Latest ZION Messages

Loading Messages....

Zions Bancorporation /ut/ News

Loading Messages....

Your Recent History

Company

Business

Popular

Get The App

Trending Now

Toplists

Market Data

News

Trading Tools

Markets

Discover

Hot Features

Follow Feed

Options Flow

Monitor

ZION Zions Bancorporation NA

Latest ZION Messages

Loading Messages....

Zions Bancorporation /ut/ News

Loading Messages....

Your Recent History

Company

Business

Popular

Get The App