2003 Other Charter: ZION

Credit Review Committee Charter

Purpose of the Credit Review Committee

The purpose of the Credit Review Committee (the "CR Committee") of the Board of Directors (the "Board") of Zions Bancorporation (the "Company") is to monitor the results of internal credit examinations and examinations by bank regulatory authorities and outside auditors and to review adherence to policies established by the Board and by management with respect to extensions of credit of any kind and other activities which entail the taking of credit risk, and the related risk management processes for the Company and its subsidiaries. The CR Committee shall report to the Board on a regular basis.

Committee Membership

The CR Committee shall be comprised of at least three members. The Board shall appoint the members of the CR Committee after receiving recommendations from the Company's Nominating and Corporate Governance Committee. Members shall serve at the pleasure of the Board and for such term or terms as the Board may determine.

Committee Structure and Operations

The Board shall designate one member of the CR Committee as its chairperson (the "Chairman"), with the chairpersonship to be rotated periodically. The CR Committee shall meet at least two times a year, at times and places determined by the Chairman, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the CR Committee or the Chairman.

Committee Duties and Responsibilities

The following are the duties and responsibilities of the CR Committee:

Review and approve, on an annual basis, the establishment of or any material changes to: (i) credit policies; (ii) underwriting guidelines; (iii) credit concentration guidelines and limits; (iv) compliance programs for credit-related matters; (v) delegations of credit authority; (vi) the Allowance for Loan Losses methodology; and (vii) other matters as required by regulation;
Review and approve, on an annual basis, a written credit examination schedule and plan, and periodically review the results of credit examinations conducted by the Credit Examination Department;
Review reports of regulatory agency examinations and auditors' reports dealing with credit-related matters (including compliance with laws pertaining to the extension of credit) and review and approve management responses thereto;
Exercise general oversight of the Company's credit portfolio and related risk management processes through a periodic review, at a level and frequency established by the CR Committee, of reports by management and the Credit Examination Department, including the following:
A summary of the results of activities of the Credit Examination Department;
Credit and assets quality trends and statistics;
Reports on the activities of the major business units and lines of business which comprise the Company's lending operations;
Reports on any category of credit or specialized credit activity that reflects areas of material or rapidly increasing risk (e.g., concentrations of credit, classified credits, OREO, etc.); and
Any other matter that relates to the extension or administration of credit or the condition of the Company's credit portfolio that is deemed appropriate by the CR Committee or as required by regulation.
Prepare and issue the evaluation required under "Performance Evaluation" below.
Any other duties or responsibilities expressly delegated to the CR Committee by the Board from time to time.
Delegation to Subcommittee

The CR Committee may, in its discretion, delegate portions of its duties and responsibilities to a subcommittee of the CR Committee.

Performance Evaluation

The CR Committee shall produce and provide to the Board a periodic performance evaluation that shall compare the performance of the CR Committee with the requirements of this charter. The performance evaluation shall also recommend to the Board any improvements to the CR Committee's charter deemed necessary or desirable by the CR Committee. The performance evaluation by the CR Committee shall be conducted in such manner as the CR Committee deems appropriate. The report to the Board may take the form of an oral report by the Chairman or any other member of the CR Committee designated by the CR Committee to make this report.

Resources and Authority of the Committee

The CR Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of outside counsel, accountants or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management.