EX-99.2 17 exhibit992certificationfor.htm CERTIFICATION BY CFO REQUIRED BY EESA Exhibit 99.2 Certificationforyearsfollowing1styearCFO3-1-132

EXHIBIT 99.2

ZIONS BANCORPORATION
U.S. Treasury No. 37


I, Doyle L. Arnold, certify, based on my knowledge, that:

(i) The compensation committee of Zions Bancorporation has discussed, reviewed, and evaluated with senior risk officers at least every six months during any part of the most recently completed fiscal year that was a TARP period (through September 26, 2012), senior executive officer (“SEO”) compensation plans and employee compensation plans and the risks these plans pose to Zions Bancorporation;

(ii) The compensation committee of Zions Bancorporation has identified and limited during any part of the most recently completed fiscal year that was a TARP period any features of the SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Zions Bancorporation and has identified any features of the employee compensation plans that pose risks to Zions Bancorporation and has limited those features to ensure that Zions Bancorporation is not unnecessarily exposed to risks;

(iii) The compensation committee has reviewed, at least every six months during any part of the most recently completed fiscal year that was a TARP period, the terms of each employee compensation plan and identified any features of the plan that could encourage the manipulation of reported earnings of Zions Bancorporation to enhance the compensation of an employee, and has limited any such features;

(iv) The compensation committee of Zions Bancorporation will certify to the reviews of the SEO compensation plans and employee compensation plans required under (i) and (iii) above;

(v) The compensation committee of Zions Bancorporation will provide a narrative description of how it limited during any part of the most recently completed fiscal year that was a TARP period the features in:
(A) SEO compensation plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of Zions Bancorporation;
(B) Employee compensation plans that unnecessarily expose Zions Bancorporation to
risks; and
(C) Employee compensation plans that could encourage the manipulation of reported
earnings of Zions Bancorporation to enhance the compensation of an employee;

(vi) Zions Bancorporation has required that bonus payments to SEOs or any of the next twenty most highly compensated employees, as defined in the regulations and guidance established under section 111 of EESA (bonus payments), be subject to a recovery or “clawback” provision during any part of the most recently completed fiscal year that was a TARP period if the bonus payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria;

(vii) Zions Bancorporation has prohibited any golden parachute payment, as defined in the regulations and guidance established under section 111 of EESA, to a SEO or any of the next five most highly compensated employees during any part of the most recently completed fiscal year that was a TARP period;
 



(viii) Zions Bancorporation has limited bonus payments to its applicable employees in accordance with section 111 of EESA and the regulations and guidance established thereunder during any part of the most recently completed fiscal year that was a TARP period;

(ix) Zions Bancorporation and its employees have complied with the excessive or luxury
expenditures policy, as defined in the regulations and guidance established under section 111 of EESA, during any part of the most recently completed fiscal year that was a TARP period; and any expenses that, pursuant to the policy, required approval of the board of directors, a committee of the board of directors, an SEO, or an executive officer with a similar level of responsibility were properly approved;

(x) Zions Bancorporation will permit a non-binding shareholder resolution in compliance with any applicable federal securities rules and regulations on the disclosures provided under the federal securities laws related to SEO compensation paid or accrued during any part of the most recently completed fiscal year that was a TARP period;

(xi) Zions Bancorporation will disclose the amount, nature, and justification for the offering, during any part of the most recently completed fiscal year that was a TARP period, of any perquisites, as defined in the regulations and guidance established under section 111 of EESA, whose total value exceeds $25,000 for any employee who is subject to the bonus payment limitations identified in paragraph (viii);

(xii) Zions Bancorporation will disclose whether Zions Bancorporation, the board of directors of Zions Bancorporation, or the compensation committee of Zions Bancorporation has engaged during any part of the most recently completed fiscal year that was a TARP period a compensation consultant; and the services the compensation consultant or any affiliate of the compensation consultant provided during this period;

(xiii) Zions Bancorporation has prohibited the payment of any gross-ups, as defined in the regulations and guidance established under section 111 of EESA, to the SEOs and the next twenty most highly compensated employees during any part of the most recently completed fiscal year that was a TARP period;

(xiv) Zions Bancorporation has substantially complied with all other requirements related to employee compensation that are provided in the agreement between Zions Bancorporation and Treasury, including any amendments; and

(xvi) I understand that a knowing and willful false or fraudulent statement made in connection with this certification may be punished by fine, imprisonment, or both. (See, for example, 18 USC 1001.)






/s/ Doyle L. Arnold         Date: February 28, 2013
Doyle L. Arnold
Vice Chairman and Chief Financial Officer
(Principal Financial Officer)