8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 11, 2008

ZIONS BANCORPORATION

(Exact Name of Registrant as Specified in its Charter)

Utah	001-12307	87-0227400
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One South Main, Suite 1134, Salt Lake City, Utah	84111
(Address of Principal Executive Office)	(Zip Code)

(801) 524-4787

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01.     OTHER EVENTS.

On March 6, 2008, Zions Bancorporation (the “Registrant”) entered into an Auction Agent Agreement (the “Auction Agent Agreement”) with Zions Direct, Inc., relating to the issuance and sale of the Registrant’s Senior Medium-Term Notes Due Three Years or Less From the Date Issued, Series A (the “Notes”). The Registrant may sell at various times an indeterminate amount of Notes that will not exceed a maximum aggregate principal amount of $500,000,000 outstanding at any given time.

The Notes have been registered under the Securities Act of 1933 (the “Act”) pursuant to a Registration Statement on Form S-3 (No. 333-132868) (the “Registration Statement”) previously filed by the Registrant with the Securities and Exchange Commission. Copies of the Auction Agent Agreement and the forms of the Notes are filed as exhibits hereto and incorporated herein by reference. Additional exhibits are filed herewith in connection with the Registrant’s Registration Statement.

ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

The Registrant hereby files the following exhibits to, and incorporates such exhibits by reference in, the Registration Statement supplemented by the Prospectus Supplement filed with the Securities and Exchange Commission on March 6, 2008, or otherwise pursuant to requirements of Form 8-K:

4.1	Form of Senior Medium-Term Floating Rate Note.
4.2	Form of Senior Medium-Term Fixed Rate Note.
5.1	Opinion of Sullivan & Cromwell LLP.
5.2	Opinion of Callister Nebeker & McCullough.
8.1	Opinion of Sullivan & Cromwell LLP regarding certain tax matters.
23.1	Consent of Sullivan & Cromwell LLP (included in Exhibits 5.1 and 8.1).
23.2	Consent of Callister Nebeker & McCullough (included in Exhibit 5.2).
99.1	Auction Agent Agreement, dated March 6, 2008.
99.2	Information relating to Item 14 of the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		Zions Bancorporation
Date:	March 11, 2008	By:	/s/ Thomas E. Laursen
			Thomas E. Laursen
			Executive Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
4.1	Form of Senior Medium-Term Floating Rate Note.
4.2	Form of Senior Medium-Term Fixed Rate Note.
5.1	Opinion of Sullivan & Cromwell LLP.
5.2	Opinion of Callister Nebeker & McCullough.
8.1	Opinion of Sullivan & Cromwell LLP regarding certain tax matters.
23.1	Consent of Sullivan & Cromwell LLP (included in Exhibits 5.1 and 8.1).
23.2	Consent of Callister Nebeker & McCullough (included in Exhibit 5.2).
99.1	Auction Agent Agreement, dated March 6, 2008.
99.2	Information relating to Item 14 of the Registration Statement.

EX-4.1

EXHIBIT 4.1

[Form of Senior Floating Rate Medium-Term Note]

(FACE OF SECURITY)

THIS SECURITY IS AN UNSECURED SENIOR DEBT OBLIGATION OF ZIONS BANCORPORATION. THIS SECURITY IS NOT A DEPOSIT OR SAVINGS ACCOUNT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

[IF A GLOBAL SECURITY, INSERT — THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

[IF DTC IS THE DEPOSITARY, INSERT – UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ZIONS BANCORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.]

CUSIP NO.

NO.

ZIONS BANCORPORATION

SENIOR MEDIUM-TERM NOTE, SERIES A

(Floating Rate)

The following terms apply to this Security, as and to the extent shown below:

ORIGINAL ISSUE DATE*:	PRINCIPAL AMOUNT:
ORIGINAL ISSUE DISCOUNT SECURITY:	STATED MATURITY:
•     Total Amount of OID: •     Yield to Maturity: •     Initial Accrual Period OID: •     Formula:
INITIAL BASE RATE:	SPREAD (plus or minus):
INDEX MATURITY:	SPREAD MULTIPLIER:
BASE RATE:
¨ Commercial Paper Rate	¨ Federal Funds Rate
¨ LIBOR	¨ CMT Rate
•     Index Currency: ¨ EURIBOR ¨ Treasury Rate ¨ 11th District Rate	•     Reuters Screen FRBCMT Page: •     Reuters Screen FEDCMT Page (weekly/monthly): •     Designated CMT Index Maturity:
	¨ Prime Rate
	¨ CD Rate
MAXIMUM RATE: MINIMUM RATE: INTEREST RESET DATE(S):	INTEREST RESET PERIOD: INTEREST DETERMINATION DATE(S):

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INTEREST PAYMENT DATE(S):	CALCULATION AGENT:
REGULAR RECORD DATE(S):	REPAYMENT DATE(S):
REDEMPTION DATE(S):	REPAYMENT PRICE(S):
REDEMPTION PRICE(S)	SINKING FUND:
DEFEASANCE:	OTHER TERMS:
¨ Full Defeasance
¨ Covenant Defeasance

* This date shall be the issue date of this Security, unless there is a Predecessor Security, in which case this date shall be the issue date of the first Predecessor Security.

Terms left blank or marked “N/A”, “No”, “None” or in a similar manner do not apply to this Security except as otherwise may be specified.

Whenever used in this Security, the terms specified above that apply to this Security have the meanings specified above, unless the context requires otherwise. Other terms used in this Security that are not defined herein but that are defined in the Indenture referred to on the reverse of this Security are used herein as defined therein.

Zions Bancorporation, a corporation duly organized and existing under the laws of the State of Utah (hereinafter called the “Company”, which term includes any successor Person under the Indenture), for value received, hereby promises to pay to _______________________, or registered assigns, as principal the Principal Amount hereof on the Stated Maturity specified on the face hereof, and to pay interest thereon, from the Original Issue Date specified on the face hereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, on the Interest Payment Date(s) in each year, commencing on the first such date that is at least 15 calendar days after the Original Issue Date, and at the Stated Maturity of the principal hereof, at a rate per annum equal to the Initial Base Rate specified on the face hereof until the first Interest Reset Date specified on the face hereof and thereafter at a rate determined in accordance with the provisions on the reverse hereof under the heading “Determination of LIBOR”, “Determination of EURIBOR”, “Determination of Treasury Rate”, “Determination of CMT Rate”, “Determination of Commercial Paper Rate”, “Determination of Prime Rate”, “Determination of CD Rate”, “Determination of Federal Funds Rate”, or “Determination of 11th District Rate”, depending upon whether the Base Rate is LIBOR, EURIBOR, Treasury Rate, CMT Rate, Commercial Paper Rate, Prime Rate, CD Rate, Federal Funds Rate, or 11th District Rate, as indicated on the face hereof, until the principal hereof

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is paid or made available for payment. Any premium and any such installment of interest that is overdue at any time shall also bear interest (to the extent that the payment of such interest shall be legally enforceable), at the rate per annum at which the principal then bears interest from the date any such overdue amount first becomes due until it is paid or duly made available for payment. Notwithstanding the foregoing, interest on any principal, premium or installment of interest that is overdue shall be payable on demand.

The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date on the face hereof for such interest prior to each Interest Payment Date (whether or not a Business Day, as defined in Section (n) on the reverse hereof). Any such interest not punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in such Indenture. Notwithstanding the foregoing, interest payable on this Security at the Stated Maturity will be payable to the person to whom principal is payable unless the Stated Maturity, Redemption Date or Repayment Date is an Interest Payment Date.

MANNER OF PAYMENT

Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in Salt Lake City, Utah in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

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Unless the certificate of authentication hereon has been executed by or on behalf of The Bank of New York Trust Company, N.A., the Trustee under the Indenture or its successors thereunder, by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated:

ZIONS BANCORPORATION

By:                                                                  

Name:

Title:

Attest:

This is one of the Securities of the series designated herein and referred to in the Indenture.

By ZIONS FIRST NATIONAL BANK

As Authenticating Agent

By:                                                                  

Name:

Title:

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(REVERSE OF SECURITY)

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”) issued and to be issued in one or more series under an Indenture, dated as of September 10, 2002 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Trust Company, N.A., as successor to J.P. Morgan Trust Company, National Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.

This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $                         outstanding at any given time, which amount may be increased at the option of the Company if in the future it determines that it may wish to sell additional Securities of this series. References herein to “this series” means the series of securities designated on the face hereof.

The rate of interest on this Security will be calculated in the following manner:

(a) INTEREST RATE RESET. The interest rate on this Security will be reset from time to time, as provided in this Section (a), and each date upon which such rate is reset as so provided is hereinafter called an “Interest Reset Date”. Unless otherwise specified on the face hereof, the Interest Reset Dates with respect to this Security will be as follows:

(i) if the Interest Reset Period is daily, each Business Day (as defined in Section (n));

(ii) if the Interest Reset Period is weekly and the Base Rate is not the Treasury Rate, the Wednesday of each week;

(iii) if the Interest Reset Period is weekly and the Base Rate is the Treasury Rate, except as otherwise provided in the definition of “Treasury Interest Determination Date” as defined below, the Tuesday of each week;

(iv) if the Interest Reset Period is monthly, the third Wednesday of each month;

(v) if the Interest Reset Period is quarterly, the third Wednesday of each March, June, September and December;

(vi) if the Interest Reset Period is semi-annual, the third Wednesday of each of two months in each year specified under “Interest Reset Period” on the face hereof; and

(vii) if the Interest Reset Period is annual, the third Wednesday of the month in each year specified under “Interest Reset Period” on the face hereof;

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provided, however, that (x) the Base Rate in effect from the Original Issue Date to but excluding the first Interest Reset Date will be the Initial Base Rate and (y) if the Interest Reset Period is daily or weekly, the Base Rate in effect for each day following the second Business Day immediately prior to an Interest Payment Date to but excluding such Interest Payment Date, and for each day following the second Business Day immediately prior to the day of Stated Maturity of the principal hereof to but excluding such day of Stated Maturity, will be the Base Rate in effect on such applicable second Business Day; and provided, further, that, if any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date shall be the next succeeding day that is a Business Day, except that, unless otherwise specified on the face hereof, if the Base Rate is LIBOR or EURIBOR and such next succeeding Business Day falls in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day.

Subject to applicable provisions of law and except as otherwise specified herein, on each Interest Reset Date the interest rate on this Security shall be the rate determined in accordance with such of the following Sections (b) through (j) as provide for determination of the interest rate for this Security. The Calculation Agent shall determine the interest rate of this Security in accordance with the applicable Section below and shall provide notice to the Trustee of each rate as determined.

Unless the Base Rate is LIBOR or EURIBOR, the Calculation Agent will determine the interest rate of this Security that takes effect on any Interest Reset Date on a day no later than the Calculation Date (as defined in Section (n) below) corresponding to such Interest Reset Date. However, the Calculation Agent need not wait until the Calculation Date to determine such interest rate if the rate information it needs to make such determination in the manner specified in the applicable provisions of Sections (b) through (j) hereof is available from the relevant sources specified in such applicable provisions.

Upon request of the Holder to the Calculation Agent, the Calculation Agent will provide the interest rate then in effect on this Security and, if determined, the interest rate that will become effective on the next Interest Reset Date.

INTEREST DETERMINATION DATES. The interest rate that takes effect on an Interest Reset Date will be determined by the calculation agent by reference to a particular date called an Interest Determination Date. Unless otherwise specified on the face hereof:

(i) If the Base Rate is the CMT Rate, the Commercial Paper Rate, the Prime Rate, the CD Rate or the Federal Funds Rate, the Interest Determination Date relating to a particular Interest Reset Date will be the second Business Day before the Interest Reset Date, hereinafter called the “CMT Interest Determination Date”, the “Commercial Paper Interest Determination Date”, the “Prime Interest Determination Date”, the “CD Interest Determination Date” and the “Federal Funds Interest Determination Date”, respectively.

(ii) If the Base Rate is LIBOR, the Interest Determination Date relating to a particular Interest Reset Date will be the second London Business Day (as defined in Section (n)) preceding the Interest Reset Date, unless the Index Currency is pounds sterling, in which case the Interest Determination Date will be the Interest Reset Date, hereinafter called a “LIBOR Interest Determination Date”.

(iii) If the Base Rate is EURIBOR, the Interest Determination Date relating to a particular Interest Reset Date will be the second Euro Business Day (as defined in Section (n)) preceding the Interest Reset Date, hereinafter called a “EURIBOR Interest Determination Date”.

(iv) If the Base Rate is the Treasury Rate, the Interest Determination Date relating to a particular Interest Reset Date will be the day of the week in which such Interest Reset Date falls on which Treasury bills would normally be auctioned. If, as the result of a legal holiday, an auction is so held on the Friday in the week immediately preceding the week in which such Interest Reset Day falls, such Friday will be the corresponding Treasury Interest Determination Date. If an auction date shall fall on a day that would otherwise be an Interest Reset Date, then such Interest Reset Date shall instead be the first Business Day immediately following such auction date, hereinafter called a “Treasury Interest Determination Date”.

(v) If the Base Rate is the 11th District Rate, the Interest Determination Date relating to a particular Interest Reset Date will be the last working day, in the first calendar month before that Interest Reset Date, on which the Federal Home Loan Bank of San Francisco publishes the monthly average cost of funds paid by member institutions of the Eleventh Federal Home Loan Bank District for the second calendar month before that Interest Reset Date, hereinafter called an “11th District Interest Determination Date”.

(b) DETERMINATION OF COMMERCIAL PAPER RATE. If the Base Rate specified on the face hereof is the Commercial Paper Rate, the interest rate with respect to this Security for any Interest Reset Date shall be the Commercial Paper Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified on the face hereof, as determined on the applicable Commercial Paper Interest Determination Date.

“Commercial Paper Rate” means, with respect to any Commercial Paper Interest Determination Date, the Money Market Yield (calculated as described in Section (n)) on such date for commercial paper having the Index Maturity specified on the face hereof as published in H.15(519) (as defined in Section (n) below) under the heading “Commercial Paper—Nonfinancial”. If the Commercial Paper Rate cannot be determined as described above, the following procedures will apply in determining the Commercial Paper Rate:

(i) If the rate described above does not appear in H.15(519) at 3:00 P.M., New York City time, on the Calculation Date

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corresponding to such Commercial Paper Interest Determination Date (unless the calculation is made earlier and the rate is available from that source at that time), then the Commercial Paper Rate will be the rate, for such Commercial Paper Interest Determination Date, for commercial paper having the Index Maturity, as published in H.15 Daily Update (as defined in Section (n) below) or any other recognized electronic source used for displaying that rate, under the heading “Commercial Paper — Nonfinancial”.

(ii) If the rate described in clause (i) above does not appear in H.15(519), H.15 Daily Update or another recognized electronic source at 3:00 P.M., New York City time, on such Calculation Date (unless the calculation is made earlier and the rate is available from one of those sources at that time), the Commercial Paper Rate will be the Money Market Yield of the arithmetic mean of the following offered rates for U.S. dollar commercial paper that has the Index Maturity and is placed for an industrial issuer whose bond rating is “AA”, or the equivalent, from a nationally recognized rating agency: the rates offered as of 11:00 A.M., New York City time, on such Commercial Paper Interest Determination Date by three leading U.S. dollar commercial paper dealers in New York City selected by the Calculation Agent.

(iii) If fewer than three dealers selected by the Calculation Agent are quoting as described in clause (ii) above, the Commercial Paper Rate shall be the Commercial Paper Rate in effect on such Commercial Paper Interest Determination Date (or, in the case of the first Interest Reset Date, the Initial Base Rate).

(c) DETERMINATION OF PRIME RATE. If the Base Rate specified on the face hereof is the Prime Rate, the interest rate with respect to this Security for any Interest Reset Date shall be the Prime Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified on the face hereof, as determined on the applicable Prime Interest Determination Date.

“Prime Rate” means, with respect to any Prime Interest Determination Date, the rate set forth on such date in H.15(519) under the heading “Bank Prime Loan”. If the Prime Rate cannot be determined as described above, the following procedures will apply in determining the Prime Rate:

(i) If the rate described above does not appear in H.15(519) at 3:00 P.M., New York City time, on the Calculation Date corresponding to such Prime Interest Determination Date (unless the calculation is made earlier and the rate is available from one of those sources at that time), then the Prime Rate will be the rate, for such Prime Interest Determination Date, as published in H.15 Daily Update or another recognized electronic source

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used for the purpose of displaying that rate, under the heading “Bank Prime Loan”.

(ii) If the rate described in clause (i) above does not appear in H.15(519), H.15 Daily Update or another recognized electronic source at 3:00 P.M., New York City time, on such Calculation Date (unless the calculation is made earlier and the rate is available from one of those sources at that time), then the Prime Rate will be the arithmetic mean of the following rates as they appear on the Reuters Page US PRIME 1 (as defined in Section (n) below): the rate of interest publicly announced by each bank appearing on that page as that bank’s prime rate or base lending rate, as of 11:00 A.M., New York City time, on such Prime Interest Determination Date.

(iii) If fewer than four of the rates referred to in clause (ii) above appear on the Reuters Page US PRIME 1, the Prime Rate will be the arithmetic mean of the Prime Rates or base lending rates, as of the close of business on such Prime Interest Determination Date, of three major banks in New York City selected by the Calculation Agent. For this purpose, the Calculation Agent will use rates quoted on the basis of the actual number of days in the year divided by a 360-day year.

(iv) If fewer than three banks selected by the Calculation Agent are quoting as described in clause (iii) above, the Prime Rate shall be the Prime Rate in effect on such Prime Interest Determination Date (or, in the case of the first Interest Reset Date, the Initial Base Rate).

(d) DETERMINATION OF LIBOR. If the Base Rate specified on the face hereof is LIBOR, the interest rate with respect to this Security for any Interest Reset Date shall be LIBOR plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified on the face hereof, as determined on the applicable LIBOR Interest Determination Date. LIBOR will be determined by the Calculation Agent in accordance with the following provisions:

(i) LIBOR will be the offered rate appearing on the Reuters Page LIBOR01, as of 11:00 A.M., London time, on the relevant LIBOR Interest Determination Date, for deposits of the relevant Index Currency having the relevant Index Maturity beginning on the relevant Interest Reset Date.

(ii) If Reuters Page LIBOR01 does not include this rate or is unavailable on the Interest Determination Date, the Calculation Agent will request the principal London office of each of four major banks in the London interbank market, as selected by the Calculation Agent, to provide that bank’s offered quotation (expressed as a percentage per annum) as of approximately 11:00 a.m., London time, on the determination date to prime banks in the London interbank market for deposits in a representative amount (as defined below) in United States dollars for deposits in the Index Currency for the period of the Index Maturity

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beginning on the first day of the applicable Interest Reset Period. If at least two offered quotations are so provided, LIBOR for the Interest Reset Period will be the arithmetic mean of those quotations. If fewer than two quotations are so provided, the Calculation Agent will request each of three major banks in New York City, as selected by the Calculation Agent, to provide that bank’s rate (expressed as a percentage per annum), as of approximately 11:00 a.m., New York City time, on the determination date for loans in a representative amount in United States dollars to leading European banks for the Index Maturity beginning on the first day of the applicable Interest Reset Period. If at least two rates are so provided, LIBOR for the Interest Reset Period will be the arithmetic mean of those rates. If fewer than two rates are so provided, then LIBOR for the interest period will be LIBOR in effect with respect to the immediately preceding Interest Reset Period.

If the Base Rate is LIBOR and no currency is specified on the face hereof as the Index Currency, the Index Currency shall be U.S. dollars.

(e) DETERMINATION OF EURIBOR. If the Base Rate specified on the face hereof is EURIBOR, the interest rate with respect to this Security for any Interest Reset Date shall be EURIBOR plus or minus the Spread, if any, or multiplied by the Spread Multiplier, as specified on the face hereof, as determined on the applicable EURIBOR Interest Determination Date. EURIBOR will be determined in accordance with the following provisions:

(i) The Calculation Agent will determine the offered rates for deposits in Euros for the period of the Index Maturity, commencing on the Interest Reset Date, which appears on Reuters Page EURIBOR01 as of 11:00 A.M., Brussels time, on that date.

(ii) If EURIBOR cannot be determined on a EURIBOR Interest Determination Date as described above, then the calculation agent will determine EURIBOR on the basis of the rates, at approximately 11:00 A.M., Brussels time, on the relevant EURIBOR Interest Determination Date, at which deposits of the following kind are offered to prime banks in the Euro-Zone interbank market by the principal Euro-Zone office of each of four major banks in that market selected by the Calculation Agent: Euro deposits having the relevant Index Maturity, beginning on the relevant Interest Reset Date, and in a representative amount. The Calculation Agent will request the principal Euro-Zone office of each of these banks to provide a quotation of its rate. If at least two quotations are provided, EURIBOR for the relevant EURIBOR Interest Determination Date will be the arithmetic mean of the quotations.

(iii) If fewer than two quotations are provided as described in clause (ii) above, EURIBOR for such EURIBOR Interest Determination Date will be the arithmetic mean of the rates for loans of the following kind to leading

10

Euro-Zone banks quoted, at approximately 11:00 A.M., Brussels time, on such EURIBOR Interest Determination Date, by three major banks in the Euro-Zone selected by the Calculation Agent: loans of Euros having the Index Maturity, beginning on such Interest Reset Date, and in a representative amount.

(iv) If fewer than three banks selected by the Calculation Agent are quoting as described in clause (iii) above, EURIBOR shall be the EURIBOR in effect on such EURIBOR Interest Determination Date (or, in the case of the first Interest Reset Date, the Initial Base Rate).

(f) DETERMINATION OF TREASURY RATE. If the Base Rate specified on the face hereof is the Treasury Rate, the interest rate with respect to this Security for any Interest Reset Date shall be the Treasury rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified on the face hereof, as determined on the applicable Treasury Interest Determination Date.

“Treasury Rate” means, with respect to any Treasury Interest Determination Date, the rate for the auction on the corresponding Treasury Interest Determination Date of direct obligations of the United States (“Treasury Bills”) having the Index Maturity, as that rate appears on Reuters Page USAUCTION 10 or Reuters Page USAUCTION 11 under the heading “Investment Rate”. If the Treasury Rate cannot be determined as described above, the following procedures will apply in determining the Treasury Rate:

(i) If the rate described above does not appear on either Reuters Page USAUCTION 10 or Reuters Page USAUCTION 11 at 3:00 P.M., New York City time, on the Calculation Date corresponding to such Treasury Interest Determination Date (unless the calculation is made earlier and the rate is available from that source at that time), the Treasury Rate will be the Bond Equivalent Yield (as defined in Section (n) below) of the rate, for such Treasury Interest Determination Date and for Treasury Bills having the Index Maturity, as published in H.15 Daily Update, or another recognized electronic source used for displaying that rate, under the heading “U.S. Government Securities/Treasury Bills/Auction High”.

(ii) If the rate described in clause (i) above does not appear in H.15 Daily Update or another recognized electronic source at 3:00 P.M., New York City time, on such Calculation Date (unless the calculation is made earlier and the rate is available from one of those sources at that time), the Treasury Rate will be the Bond Equivalent Yield of the auction rate, for such Treasury Interest Determination Date and for Treasury Bills having the Index Maturity, as announced by the U.S. Department of the Treasury.

(iii) If the auction rate described in clause (ii) above is not so announced by 3:00 P.M., New York City time, on such Calculation Date, or if no such auction is held for the relevant week, then the Treasury Rate will be the Bond

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Equivalent Yield of the rate, for such Treasury Interest Determination Date and for Treasury Bills having a remaining maturity closest to the Index Maturity, as published in H.15(519) under the heading “U.S. Government Securities/Treasury Bills/Secondary Market”.

(iv) If the rate described in clause (iii) above does not appear in H.15(519) at 3:00 P.M., New York City time, on such Calculation Date (unless the calculation is made earlier and the rate is available from one of those sources at that time), then the Treasury Rate will be the rate, for such Treasury Interest Determination Date and for Treasury Bills having a remaining maturity closest to the Index Maturity, as published in H.15 Daily Update, or another recognized electronic source used for displaying that rate, under the heading “U.S. Government Securities/Treasury Bills/Secondary Market”.

(v) If the rate described in clause (iv) above does not appear in H.15 Daily Update or another recognized electronic source at 3:00 P.M New York City time, on such Calculation Date (unless the calculation is made earlier and the rate is available from one of those sources at that time), the Treasury Rate will be the Bond Equivalent Yield of the arithmetic mean of the following secondary market bid rates for the issue of Treasury Bills with a remaining maturity closest to the Index Maturity: the rates bid as of approximately 3:30 P.M., New York City time, on such Treasury Interest Determination Date, by three primary U.S. government securities dealers in New York City selected by the Calculation Agent.

(vi) If fewer than three dealers selected by the Calculation Agent are quoting as described in clause (v) above, the Treasury Rate shall be the Treasury Rate in effect on such Treasury Interest Determination Date (or, in the case of the first Interest Reset Date, the Initial Base Rate).

(g) DETERMINATION OF CMT RATE. If the Base Rate specified on the face hereof is the CMT Rate, the interest rate with respect to this Security for any Interest Reset Date shall be the CMT Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified on the face hereof, as determined on the applicable CMT Interest Determination Date.

“CMT Rate” means the following rate displayed on the Designated CMT Reuters Page (as defined in Section (n) below) under the heading “...Treasury Constant Maturities...Federal Reserve Board Release H.15...Mondays Approximately 3:45 P.M.”, under the column for the Designated CMT Index Maturity (as defined in Section (n) below):

(i) if the Designated CMT Reuters Page is Reuters Screen FRBCMT Page, the rate for such CMT Interest Determination Date; or

(ii) if the Designated CMT Reuters Page is Reuters Screen FEDCMT Page, the weekly or monthly average, as specified on the face hereof, for the week that ends immediately before the week in which such CMT Interest

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Determination Date falls, or for the month that ends immediately before the month in which such CMT Interest Determination Date falls, as applicable.

(iii) If the CMT Rate cannot be determined as described above, the following procedures will apply in determining the CMT Rate:

(a) If the applicable rate described above is not displayed on the relevant Designated CMT Reuters Page at 3:00 P.M., New York City time, on the Calculation Date corresponding to such CMT Interest Determination Date (unless the calculation is made earlier and the rate is available from that source at that time), then the CMT Rate will be the applicable Treasury constant maturity rate described above—i.e., for the Designated CMT Index Maturity and for either such CMT Interest Determination Date or the weekly or monthly average, as applicable—as published in H.15(519).

(b) If the applicable rate described in clause (iii)(a) above does not appear in H.15(519) at 3:00 P.M., New York City time, on such Calculation Date (unless the calculation is made earlier and the rate is available from that source at that time), then the CMT Rate will be the Treasury constant maturity rate, or other U.S. Treasury rate, for the Designated CMT Index Maturity and with reference to such CMT Interest Determination Date, that:

• is published by the Board of Governors of the Federal Reserve System, or the U.S. Department of the Treasury, and

• is determined by the Calculation Agent to be comparable to the applicable rate formerly displayed on the Designated CMT Reuters Page and published in H.15(519).

(iv) If the rate described in clause (iii)(b) above does not appear in H.15(519) at 3:00 P.M., New York City time, on such Calculation Date (unless the calculation is made earlier and the rate is available from that source at that time), then the CMT Rate will be the yield to maturity of the arithmetic mean of the following secondary market offered rates for the most recently issued Treasury Notes (as defined in Section (n) below) having an original maturity of approximately the Designated CMT Index Maturity, having a remaining term to maturity of not less than the Designated CMT Index Maturity minus one year and in a Representative Amount: the offered rates, as of approximately 3:30 P.M., New York City time, on such CMT Interest Determination Date, of three primary U.S. government securities dealers in New York City selected by the Calculation Agent. In selecting such offered rates, the Calculation Agent will request quotations

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from five such primary dealers and will disregard the highest quotation—or, if there is equality, one of the highest—and the lowest quotation—or, if there is equality, one of the lowest.

(v) If the Calculation Agent is unable to obtain three quotations of the kind described in clause (iv) above, the CMT Rate will be the yield to maturity of the arithmetic mean of the following secondary market offered rates for Treasury Notes having an original maturity longer than the Designated CMT Index Maturity, having a remaining term to maturity closest to the Designated CMT Index Maturity and in a Representative Amount: the offered rates, as of approximately 3:30 P.M., New York City time, on such CMT Interest Determination Date, of three primary U.S. government securities dealers in New York City selected by the Calculation Agent. In selecting such offered rates, the Calculation Agent will request quotations from five such primary dealers and will disregard the highest quotation—or, if there is equality, one of the highest—and the lowest quotation—or, if there is equality, one of the lowest. If two Treasury Notes with an original maturity longer than the Designated CMT Index Maturity have remaining terms to maturity that are equally close to the Designated CMT Index Maturity, the Calculation Agent will obtain quotations for the Treasury Note with the shorter remaining term to maturity.

(vi) If fewer than five but more than two such primary dealers are quoting as described in clause (v) above, then the CMT Rate for such CMT Interest Determination Date will be based on the arithmetic mean of the offered rates so obtained, and neither the highest nor the lowest of such quotations will be disregarded.

(vii) If two or fewer primary dealers selected by the Calculation Agent are quoting as described in clause (vi) above, the CMT Rate shall be the CMT Rate in effect on such CMT Interest Determination Date (or, in the case of the first Interest Reset Date, the Initial Base Rate).

(h) DETERMINATION OF CD RATE. If the Base Rate specified on the face hereof is the CD Rate, the interest rate with respect to this Security shall be the CD Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified on the face hereof, as determined on the applicable CD Interest Determination Date.

“CD Rate” means, with respect to any CD Interest Determination Date, the rate on such date for negotiable U.S. dollar certificates of deposit having the Index Maturity as published in H.15(519) under the heading “CDs (Secondary Market)”. If the CD Rate cannot be determined as described above, the following procedures will apply in determining the CD Rate:

(i) If the rate described above does not appear in H.15(519) at 3:00 P.M., New York City time, on the Calculation Date corresponding to such CD Interest Determination Date (unless the calculation is made earlier and the

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rate is available from that source at that time), then the CD Rate shall be the rate described above as published in H.15 Daily Update, or another recognized electronic source used for displaying that rate, under the heading “CDs (Secondary Market)”.

(ii) If the rate described in clause (i) above does not appear in H.15(519), H.15 Daily Update or another recognized electronic source at 3:00 P.M., New York City time, on such Calculation Date (unless the calculation is made earlier and the rate is available from one of those sources at that time), then the CD Rate shall be the arithmetic mean of the following secondary market offered rates for negotiable U.S. dollar certificates of deposit of major U.S. money center banks having a remaining maturity closest to the Index Maturity and in a Representative Amount: the rates offered as of 10:00 A.M., New York City time, on such CD Interest Determination Date, by three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in New York City, as selected by the Calculation Agent.

(iii) If fewer than three dealers selected by the Calculation Agent are quoting as described in clause (ii) above, the CD Rate will be the CD Rate in effect on such CD Interest Determination Date (or, in the case of the first Interest Reset Date, the Initial Base Rate).

(i) DETERMINATION OF FEDERAL FUNDS RATE. If the Base Rate specified on the face hereof is the Federal Funds Rate, the interest rate with respect to this Security for any Interest Reset Date shall be the Federal Funds Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified on the face hereof, as determined on the applicable Federal Funds Interest Determination Date.

“Federal Funds Rate” means, with respect to any Federal Funds Interest Determination Date, the rate on that date for U.S. dollar Federal Funds as published in H.15(519) under the heading “EFFECT”, as that rate is displayed on Reuters Screen FEDFUNDS1 Page. If the Federal Funds Rate cannot be determined in this manner, the following procedures will apply:

(i) If the rate described above is not displayed on Reuters Screen FEDFUNDS1 Page at 3:00 P.M., New York City time, on the Calculation Date corresponding to such Federal Funds Interest Determination Date (unless the calculation is made earlier and the rate is available from that source at that time), then the Federal Funds Rate will be the rate described above as published in H.15 Daily Update, or another recognized electronic source used for displaying that rate, under the heading “Federal Funds (Effective)”.

(ii) If the rate described in clause (i) above is not displayed on Reuters Screen FEDFUNDS1 Page and does not appear in H.15 (519), H.15 Daily Update

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or another recognized electronic source at 3:00 P.M., New York City time, on such Calculation Date (unless the calculation is made earlier and the rate is available from one of those sources at that time), the Federal Funds Rate will be the arithmetic mean of the rates for the last transaction in overnight, U.S. dollar federal funds arranged, before 9:00 A.M., New York City time, on such Federal Funds Interest Determination Date, by three leading brokers of U.S. dollar federal funds transactions in New York City selected by the Calculation Agent.

(iii) If fewer than three brokers selected by the Calculation Agent are quoting as described in clause (ii) above, the Federal Funds Rate will be the Federal Funds Rate in effect on such Federal Funds Interest Determination Date (or, in the case of the first Interest Reset Date, the Initial Base Rate).

(j) DETERMINATION OF 11TH DISTRICT RATE. If the Base Rate specified on the face hereof is the 11th District Rate, the interest rate with respect to this Security for any Interest Reset Date shall be the 11th District Rate plus or minus the Spread, if any, or multiplied by the Spread Multiplier, if any, as specified on the face hereof, as determined on the applicable 11th District Interest Determination Date.

“11th District Rate” means, with respect to any 11th District Interest Determination Date, the rate equal to the monthly weighted average cost of funds for the calendar month immediately before such date, as displayed on Reuters Page COFT/ARMS under the heading “11th Dist COFI” as of 11:00 A.M., San Francisco, California time, on such date. If the 11th District Rate cannot be determined as described above, the following procedures will apply in determining the 11th District Rate:

(i) If the rate described above does not appear on Reuters Page COFT/ARMS on such 11th District Interest Determination Date, then the 11th District Rate on such date will be the monthly weighted average cost of funds paid by institutions that are members of the Eleventh Federal Home Loan District for the calendar month immediately preceding such date, as most recently announced by the Federal Home Loan Bank of San Francisco as such monthly weighted average cost of funds.

(ii) If the Federal Home Loan Bank of San Francisco fails to announce the cost of funds described in clause (i) above on or before such 11th District Interest Determination Date, the 11th District Rate that takes effect on such Interest Reset Date will be the 11th District Rate in effect on such 11th District Interest Determination Date (or, in the case of the first Interest Reset Date, the Initial Base Rate).

(k) MINIMUM AND MAXIMUM LIMITS. Notwithstanding the foregoing, the rate at which interest accrues on this Security (i) shall not at any time be higher than the Maximum Rate, if any, or less than the Minimum Rate, if any, specified on the face hereof, in each case on an annual basis, and (ii) shall not at any time be higher than the maximum rate permitted by New York law, as the same may be modified by United States law of general application.

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(l) CALCULATION OF INTEREST. Payments of interest hereon with respect to any Interest Payment Date or at the Stated Maturity of the principal hereof will include interest accrued to but excluding such Interest Payment Date or the date of such Stated Maturity, as the case may be. Accrued interest from the date of issue or from the last date to which interest has been paid or duly provided for shall be calculated by the Calculation Agent by multiplying the Principal Amount by an accrued interest factor. Such accrued interest factor shall be computed by adding the interest factors calculated for each day from and including the Original Issue Date or from and including the last date to which interest has been paid or duly provided for, to but excluding the date for which accrued interest is being calculated. The interest factor for each such day shall be expressed as a decimal and computed by dividing the interest rate (also expressed as a decimal) in effect on such day by 360, if the Base Rate is the Commercial Paper Rate, Prime Rate, LIBOR, EURIBOR, CD Rate, Federal Funds Rate or 11th District Rate, or by the actual number of days in the year, if the Base Rate is the Treasury Rate or CMT Rate.

All percentages resulting from any calculation on Securities will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655) and 9.876544% (or .09876544) being rounded to 9.87654% (or .0987654)), and all dollar amounts used in or resulting from such calculation on the Securities will be rounded to the nearest cent (with one-half cent being rounded upwards).

(m) CALCULATION AGENT. The Company has initially appointed the institution named on the face of this Security as Calculation Agent to act as such agent with respect to this Security, but the Company may, in its sole discretion, appoint any other institution (including any Affiliate of the Company) to serve as such agent from time to time. The Company will give the Trustee prompt written notice of any change in any such appointment. Insofar as this Security provides for any such agent to obtain rates, quotes or other data from a bank, dealer or other institution for use in making any determination hereunder, such agent may do so from any institution or institutions of the kind contemplated hereby notwithstanding that any one or more of such institutions are any such agent, Affiliates of any such agent or Affiliates of the Company.

All determinations made by the Calculation Agent may be made by such agent in its sole discretion and, absent manifest error, shall be conclusive for all purposes and binding on the Holder of this Security and the Company. The Calculation Agent shall not have any liability therefor.

(n) DEFINITIONS OF CALCULATION TERMS. As used in this Security, the following terms have the meanings set forth below:

“Bond Equivalent Yield” means a yield expressed as a percentage and calculated in accordance with the following formula:

Bond Equivalent Yield =	D × N	× 100,
	360 - (D × M)

• “D” equals the annual rate for Treasury Bills quoted on a bank discount basis and expressed as a decimal;

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• “N” equals 365 or 366, as the case may be; and

• “M” equals the actual number of days in the period from and including the relevant Interest Reset Date to but excluding the next succeeding Interest Reset Date.

“Business Day” means, for this Security, a day that meets the requirements set forth in each of clauses (i) through (v) below, in each case to the extent such requirements apply to this Security as specified below:

(i) is a Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in Salt Lake City, Utah or New York City generally are authorized or obligated by law, regulation or executive order to close;

(ii) if the Base Rate is LIBOR, is also a London Business Day;

(iii) if the Base Rate is EURIBOR or the Base Rate is LIBOR for which the Index Currency is euros, is also a Euro Business Day; and

(iv) if this Security is held through Euroclear, is also not a day on which banking institutions in Brussels, Belgium are generally authorized or obligated by law, regulation or executive order to close; and

(v) if this Security is held through Clearstream, Luxembourg, is also not a day on which banking institutions in Luxembourg are generally authorized or obligated by law, regulation or executive order to close.

With respect to any particular location, the close of business on any day on which business is not being conducted at that location shall be deemed to mean 5:00 P.M., New York City time, on that day.

The “Calculation Date” corresponding to any Commercial Paper Interest Determination Date, Prime Interest Determination Date, LIBOR Interest Determination Date, EURIBOR Interest Determination Date, Treasury Interest Determination Date, CMT Interest Determination Date, CD Interest Determination Date, Federal Funds Interest Determination Date or 11th District Interest Determination Date, as the case may be, means the earlier of:

(i) the tenth day after such interest determination date or, if any such day is not a Business Day, the next succeeding Business Day; and

(ii) the Business Day immediately preceding the Interest Payment Date or the date of Stated Maturity of the principal hereof, whichever is the day on which the next payment of interest will be due.

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The Calculation Date corresponding to any Interest Reset Date means the Calculation Date corresponding to the relevant interest determination date immediately preceding such Interest Reset Date.

“Designated CMT Index Maturity” means, if the Base Rate is the CMT Rate, the Index Maturity for this Security and will be the original period to maturity of a U.S. Treasury security—either 1, 2, 3, 5, 7, 10, 20 or 30 years—specified on the face hereof, provided that, if no such original maturity period is so specified, the Designated CMT Index Maturity will be 2 years.

“Designated CMT Reuters Page” means, if the Base Rate is the CMT Rate, the Reuters Page specified on the face hereof that displays Treasury constant maturities as reported in H.15(519), provided that, if no Reuters Page is so specified, then the applicable page will be Reuters Screen FEDCMT and provided, further, that if Reuters Screen FEDCMT applies but it is not specified on the face hereof whether the weekly or monthly average applies, the weekly average will apply.

“EMU Countries” means, at any time, the countries (if any) then participating in the European Economic and Monetary Union (or any successor union) pursuant to the Treaty on European Union of February 1992 (or any successor treaty), as it may be amended from time to time.

“Euro Business Day” means any day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System, or any successor system, is open for business.

“Euro-Zone” means, at any time, the region comprised of the EMU Countries.

“H.15(519)” means the weekly statistical release entitled “Statistical Release H.15 (519)”, or any successor publication, published by the Board of Governors of the Federal Reserve System.

“H.15 Daily Update” means the daily update of H.15 (519) available through the worldwide web site of the Board of Governors of the Federal Reserve System, at http://www.federalreserve.gov/releases/h15/update, or any successor site or publication.

“Index Maturity” means, with respect to this Security, the period to maturity of the instrument or obligation on which the interest rate index is based, as specified on the face hereof.

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“London Business Day” means any day on which dealings in the Index Currency are transacted in the London interbank market.

“Money Market Yield” means a yield expressed as a percentage and calculated in accordance with the following formula:

Money Market Yield =	D × 360	× 100,
	360 - (D × M)

where

• “D” equals the per annum rate for commercial paper quoted on a bank discount basis and expressed as a decimal; and

• “M” equals the actual number of days in the period from and including the relevant Interest Reset Date to but excluding the next succeeding Interest Reset Date.

“representative amount” means an amount that, in the Calculation Agent’s judgment, is representative of a single transaction in the relevant market at the relevant time.

“Reuters Page” means the display on the Reuters service, or any successor or replacement service, on the page or pages or any successor or replacement page or pages on that service.

“Reuters Page COFI/ARMS” means the display so designated on Reuters (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying the monthly weighted average cost of funds paid by member institutions of the Eleventh Federal Home Loan Bank District).

“Reuters Page EURIBOR01” means the display so designated on Reuters (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying the interest rates for Euro deposits offered in the euro-zone).

“Reuters Page FEDFUNDS1” means the display so designated on Reuters (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying U.S. dollar federal funds rates).

“Reuters Page LIBOR01” means the display so designated on Reuters (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying rates or prices comparable to the London Interbank Offered Rate for U.S. dollar deposits).

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“Reuters Page USAUCTION 10” means the displays so designated on Reuters (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying the 3-month Treasury Bill Rate).

“Reuters Page USAUCTION 11” means the displays so designated on Reuters (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying the 6-month Treasury Bill Rate).

“Reuters Page US PRIME 1” means the display on the “US PRIME 1” page on the Reuters Monitor Money Rates Service, or any successor service, or any replacement page or pages on that service, for the purpose of displaying prime rates or base lending rates of major U.S. banks.

“Treasury Notes” means direct, noncallable, fixed rate obligations of the U.S. Government.

References in this Security to U.S. dollars shall mean, as of any time, the coin or currency that is then legal tender for the payment of public and private debts in the United States of America.

References in this Security to the euro shall mean, as of any time, the coin or currency (if any) that is then legal tender for the payment of public and private debts in all EMU Countries.

References in this Security to a particular currency other than U.S. dollars and euros shall mean, as of any time, the coin or currency that is then legal tender for the payment of public and private debts in the country issuing such currency on the Original Issue Date.

References in this Security to a particular heading or headings on any of Designated CMT Reuters Page, H.15(519), H.15 Daily Update, Reuters Page COFI/ARMS, Reuters Page EURIBOR01, Reuters Page FEDFUNDS1, Reuters Page LIBOR01, Reuters Page USAUCTION 10, Reuters Page USAUCTION 11, Reuters Page US PRIME 1 or any other Reuters Page include any successor or replacement heading or headings as determined by the Calculation Agent.

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Unless a Redemption Date is specified on the face hereof, this Security shall not be redeemable at the option of the Company before the Stated Maturity. If a Redemption Date is so specified, and unless otherwise specified on the face hereof, this Security is subject to redemption, in whole or from time to time in part in increments of $1,000, upon not less than 30 days’ nor more than 60 days’ notice at any time and from time to time on or after the Redemption Date, in each case as a whole or in part, at the election of the Company and at the applicable Redemption Price specified on the face hereof (expressed as a percentage of the principal amount of this Security to be redeemed), together with accrued interest to the Redemption Date, but interest installments due on or prior to such Redemption Date will be payable to the Holder of this Security, or one or more Predecessor Securities, of record at the close of business on the relevant record date, all as provided in the Indenture.

If this Security is a Global Security, in the event of redemption of this Global Security in part only, a new Global Security or Securities of this series and of like tenor for the unredeemed portion of the principal hereof will be delivered to the Depositary upon the cancellation hereof.

Unless a Repayment Date is specified on the face hereof, this Security will not be subject to repayment at the option of the Holder. Except as otherwise may be provided on the face hereof, if one or more Repayment Dates are specified on the face hereof, this Security will be repayable in whole or in part in an amount equal to $1,000 or an integral multiple thereof (provided that the remaining principal amount of any Security surrendered for partial repayment shall at least equal $1,000 or an integral multiple thereof), on any such Repayment Date, in each case at the option of the Holder and at the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount to be repaid), together with accrued interest to the applicable Repayment Date (but interest installments due on or prior to such Repayment Date will be payable to the Holder of this Security, or one or more Predecessor Securities, of record at the close of business on the relevant record rate, as provided in the Indenture). If this Security provides for more than one Repayment Date and the Holder exercises its option to elect repayment, the Holder shall be deemed to have elected repayment on the earliest Repayment Date after all conditions to such exercise have been satisfied, and references herein to the “applicable Repayment Date” shall mean such earliest Repayment Date.

In order for the exercise of such option to be effective and this Security to be repaid, the Company must receive at the applicable address of the Trustee set forth below (or at such other place or places of which the Company shall from time to time notify the Holder of this Security), on any Business Day not later than the 15th, and not earlier than the 25th, calendar day prior to the applicable Repayment Date (or, if either such calendar day is not a Business Day, the next succeeding Business Day), either (i) this Security, with the form below entitled “Option to Elect Repayment” duly completed and signed, or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, a commercial bank or a trust company in the United States of America setting forth (a) the name, address and telephone number of the Holder of this Security, (b) the principal amount of this Security and the amount of this Security to be repaid, (c) a statement that the option to elect repayment is being exercised thereby and (d) a guarantee stating that the Company will receive this Security, with the form below entitled “Option to Elect Repayment” duly completed and signed, not later than five Business Days after the date of such telegram, telex, facsimile

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transmission or letter (provided that this Security and form duly completed and signed are received by the Company by such fifth Business Day). Any such election shall be irrevocable. The address to which such deliveries are to be made is Zions First National Bank, Attention: Corporate Trust Department, One South Main St., 12th Floor, Salt Lake City, UT 84111 (or at such other places as the Company or the Trustee shall notify the Holder of this Security). All questions as to the validity, eligibility (including time of receipt) and acceptance of any Security for repayment will be determined by the Company, whose determination will be final and binding. Notwithstanding the foregoing, (x) if this Security is a Global Security, the option of the Holder to elect repayment may be exercised in accordance with the applicable procedures of the Depositary for this Security at least 15 calendar days prior to the applicable Repayment Date and (y) whether or not this Security is a Global Security, the option of the Holder to elect repayment may be exercised in any such manner as the Company may approve.

Unless otherwise specified on the face hereof, there is no sinking fund for the Securities of this series.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. If so specified on the face hereof, either or both of such provisions are applicable to this Security, as so specified.

If the Security is not an Original Issue Discount Security, and if an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

If the Security is an Original Issue Discount Security, and if an Event of Default with respect to the Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be calculated in accordance with the formula specified on the face hereof. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium interest, if any, on the Securities of this series shall terminate.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66 ²/₃% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder

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of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be

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overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

This Security shall be governed by and construed in accordance with the laws of the State of New York, but without regard to principles or conflicts of laws.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

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ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Security, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM — as tenants in common

TEN ENT — as tenants by the entireties

JT TEN — as joint tenants with the right of survivorship and not as tenants in common

UNIF GIFT MIN ACT	Custodian	under Uniform Gifts to Minors Act
	(Cust)	(Minor)
		(State)

Additional abbreviations may also be used though not in the above list.

26

OPTION TO ELECT REPAYMENT

TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE

AT THE OPTION OF THE HOLDER AND THE HOLDER

ELECTS TO EXERCISE SUCH RIGHT

The undersigned hereby irrevocably requests and instructs the Company to repay the Security referred to in this notice (or the portion thereof specified below) at the applicable Repayment Price, together with interest to the Repayment Date, all as provided for in such Security, to the undersigned, whose name, address and telephone number are as follows:

(please print name of the undersigned)

(please print address of the undersigned)

(please print telephone number of the undersigned)

If such Security provides for more than one Repayment Date, the undersigned requests repayment on the earliest Repayment Date after the requirements for exercising this option have been satisfied, and references in this notice to the Repayment Date mean such earliest Repayment Date. Terms used in this notice that are defined in such Security are used herein as defined therein.

For such Security to be repaid the Company must receive at the applicable address of the Trustee set forth below or at such other place or places of which the Company shall from time to time notify the Holder of such Security, on any Business Day not later than the 30th or earlier than the 60th calendar day prior to the Repayment Date (or, if either such calendar day is not a Business Day, the next succeeding Business Day), (i) such Security, with this “Option to Elect Repayment” form duly completed and signed, or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, a commercial bank or a trust company in the United States of America setting forth (a) the name, address and telephone number of the Holder of such Security, (b) the principal amount of such Security and the amount of such Security to be repaid, (c) a statement that the option to elect repayment is being exercised thereby and (d) a guarantee stating that such Security to be repaid with the form entitled “Option to Elect Repayment” on the addendum to the Security duly completed and signed will be received by the Company not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter (provided that such Security and form duly completed and signed are received by the Company by such fifth Business Day). The address to which such deliveries are to be made is:

27

Zions First National Bank

Attention: Corporate Trust Department

One South Main Street, 12th Floor

Salt Lake City, UT 84111

or at such other place as the Company or the Trustee shall notify the holder of such Security.

If less than the entire principal amount of such Security is to be repaid, specify the portion thereof (which shall equal at least $1,000 or an integral multiple thereof) that the Holder elects to have repaid:

and specify the denomination or denominations (which shall equal at least $1,000 or an integral multiple thereof) of the Security or Securities to be issued to the Holder in respect of the portion of such Security not being repaid (in the absence of any specification, one Security will be issued in respect of the portion not being repaid):

Date: _____________ ______________________________________________ Notice: The signature to this Option to Elect Repayment must
correspond with the name of the Holder as written on the face of
such Security in every particular without alteration or
enlargement or any other change whatsoever.

28

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

(Please Print or Typewrite Name and Address Including Postal Zip Code of Assignee) the attached Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security on the books of the Company, with full power of substitution in the premises.

Date:     ______________________________________ ______________________________________________ NOTICE: The signature to this assignment must be guaranteed
and correspond with the name of the Holder as written upon the
face of the attached Security in every particular, without
alteration or enlargement or any change whatsoever.

29

EX-4.2

EXHIBIT 4.2

[Form of Senior Fixed Rate Medium-Term Note]

(FACE OF SECURITY)

THIS SECURITY IS AN UNSECURED SENIOR DEBT OBLIGATION OF ZIONS BANCORPORATION. THIS SECURITY IS NOT A DEPOSIT OR SAVINGS ACCOUNT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

[IF A GLOBAL SECURITY, INSERT—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.]

[IF DTC IS THE DEPOSITARY, INSERT— UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ZIONS BANCORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

[INSERT ANY LEGEND REQUIRED BY THE INTERNAL REVENUE CODE AND THE REGULATIONS THEREUNDER.]

CUSIP NO.

NO.

ZIONS BANCORPORATION

SENIOR

MEDIUM–TERM NOTE

SERIES A

(Fixed Rate)

The following terms apply to this Security, as and to the extent shown below:

ORIGINAL ISSUE DATE*:	PRINCIPAL AMOUNT:
ORIGINAL ISSUE DISCOUNT SECURITY:	STATED MATURITY:
•     Total Amount of OID: •     Yield to Maturity: •     Initial Accrual Period OID: •     Formula:	INTEREST PAYMENT DATE(S): REGULAR RECORD DATE(S):
INTEREST RATE:     % per annum REDEMPTION DATE(S): REDEMPTION PRICE: REPAYMENT DATE(S): REPAYMENT PRICE(S):	DEFEASANCE: ¨ Full Defeasance ¨ Covenant Defeasance:
	SINKING FUND:
	OTHER TERMS:

* This date shall be the issue date of this Security, unless there is a Predecessor Security, in which case this date shall be the issue date of the first Predecessor Security.

Terms left blank or marked “N/A”, “No”, “None” or in a similar manner do not apply to this Security except as otherwise may be specified.

Whenever used in this Security, the terms specified above that apply to this Security have the meanings specified above, unless the context requires otherwise. Other terms used in this Security that are not defined herein but that are defined in the Indenture referred to on the reverse of this Security are used herein as defined therein.

Zions Bancorporation, a corporation duly organized and existing under the laws of the State of Utah (hereinafter called the “Company”, which term includes any successor Person under the Indenture), for value received, hereby promises to pay to                                         , or registered assigns, as principal the Principal Amount hereof on the Stated Maturity specified on the face hereof, and to pay interest thereon, from the Original Issue Date specified on the face hereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, on the Interest Payment Date(s) in each year, commencing on the first such date that is at least 15 calendar days after the Original Issue Date, and at the Stated Maturity of the principal hereof, at the rate per annum equal to the Interest Rate specified on the face hereof, until the principal hereof is paid or made available for payment. Any premium and any such installment of interest that is overdue at any time shall also bear interest (to the extent that the payment of such interest shall be legally enforceable), at the rate per annum at which the principal then bears interest from the date any such overdue amount first becomes due until it is paid or duly made available for payment. Notwithstanding the foregoing, interest on any principal, premium or installment of interest that is overdue shall be payable on demand.

Interest on this Security shall be computed on the basis of a 360-day year of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date on the face hereof for such interest (whether or not a Business Day, as the case may be) prior to each Interest Payment Date. Any such interest not punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in such Indenture. Notwithstanding the foregoing, interest payable on this Security at the Stated Maturity will be payable to the person to whom principal is payable unless the Stated Maturity, Redemption Date or Repayment Date is an Interest Payment Date.

MANNER OF PAYMENT

Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in Salt Lake City, Utah in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts; provided, however, that, at the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register.

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by or on behalf of The Bank of New York Trust Company, N.A., the Trustee under the Indenture or its successors thereunder, by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.

Dated:

ZIONS BANCORPORATION

By:

Name:

Title:

Attest:

This is one of the Securities of the series designated herein and referred to in the Indenture.

By ZIONS FIRST NATIONAL BANK

As Authenticating Agent

By:

Name:

Title:

(REVERSE OF SECURITY)

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”) issued and to be issued in one or more series under an Indenture, dated as of September 10, 2002 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and The Bank of New York Trust Company, N.A., as successor to J.P. Morgan Trust Company, National Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.

This Security is one of the series designated on the face hereof, limited in aggregate principal amount to $                     which amount may be increased at the option of the Company if in the future it determines that it may wish to sell additional Securities of this series. References herein to “this series” means the series of securities designated on the face hereof.

Unless a Redemption Date is specified on the face hereof, this Security shall not be redeemable at the option of the Company before the Stated Maturity. If a Redemption Date is so specified, and unless otherwise specified on the face hereof, this Security is subject to redemption, in whole or from time to time in part in increments of $1,000, upon not less than 30 days’ nor more than 60 days’ notice at any time and from time to time on or after the Redemption Date, in each case as a whole or in part, at the election of the Company and at the applicable Redemption Price specified on the face hereof (expressed as a percentage of the principal amount of this Security to be redeemed), together with accrued interest to the Redemption Date, but interest installments due on or prior to such Redemption Date will be payable to the Holder of this Security, or one or more Predecessor Securities, of record at the close of business on the relevant record date, all as provided in the Indenture.

If this Security is a Global Security, in the event of redemption of this Global Security in part only, a new Global Security or Securities of this series and of like tenor for the unredeemed portion of the principal hereof will be delivered to the Depositary upon the cancellation hereof.

Unless a Repayment Date is specified on the face hereof, this Security will not be subject to repayment at the option of the Holder. Except as otherwise may be provided on the face hereof, if one or more Repayment Dates are specified on the face hereof, this Security will be repayable in whole or in part in an amount equal to $1,000 or an integral multiple thereof (provided that the remaining principal amount of any Security surrendered for partial repayment shall at least equal $1,000 or an integral multiple thereof), on any such Repayment Date, in each case at the option of the Holder and at the applicable Repayment Price specified on the face hereof (expressed as a percentage of the principal amount to be repaid), together with accrued interest to the applicable Repayment Date (but interest installments due on or prior to such Repayment Date will be payable to the Holder of this Security, or one or more Predecessor Securities, of record at the close of business on the relevant record rate, as provided in the Indenture). If this Security provides for more than one Repayment Date and the Holder exercises its option to elect repayment, the Holder shall be deemed to have elected repayment on the earliest Repayment Date after all conditions to such exercise have been satisfied, and references herein to the “applicable Repayment Date” shall mean such earliest Repayment Date.

In order for the exercise of such option to be effective and this Security to be repaid, the Company must receive at the applicable address of the Trustee set forth below (or at such other place or places of which the Company shall from time to time notify the Holder of this Security), on any Business Day not later than the 15th, and not earlier than the 25th, calendar day prior to the applicable Repayment Date (or, if either such calendar day is not a Business Day, the next succeeding Business Day), either (i) this Security, with the form below entitled “Option to Elect Repayment” duly completed and signed, or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, a commercial bank or a trust company in the United States of America setting forth (a) the name, address and telephone number of the Holder of this Security, (b) the principal amount of this Security and the amount of this Security to be repaid, (c) a statement that the option to elect repayment is being exercised thereby and (d) a guarantee stating that the Company will receive this Security, with the form below entitled “Option to Elect Repayment” duly completed and signed, not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter (provided that this Security and form duly completed and signed are received by the Company by such fifth Business Day). Any such election shall be irrevocable. The address to which such deliveries are to be made is Zions First National Bank, Attention: Corporate Trust Department, One South Main St., 12th Floor, Salt Lake City, UT 84111 (or at such other places as the Company or the Trustee shall notify the Holder of this Security). All questions as to the validity, eligibility (including time of receipt) and acceptance of any Security for repayment will be determined by the Company, whose determination will be final and binding. Notwithstanding the foregoing, (x) if this Security is a Global Security, the option of the Holder to elect repayment may be exercised in accordance with the applicable procedures of the Depositary for this Security at least 15 calendar days prior to the applicable Repayment Date and (y) whether or not this Security is a Global Security, the option of the Holder to elect repayment may be exercised in any such manner as the Company may approve.

Unless otherwise specified on the face hereof, there is no sinking fund for the Securities of this series.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture. If so specified on the face hereof, either or both of such provisions are applicable to this Security, as so specified.

If the Security is not an Original Issue Discount Security, and if an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

If the Security is an Original Issue Discount Security, and if an Event of Default with respect to the Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be calculated in accordance with the formula specified on the face hereof. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and premium interest, if any, on the Securities of this series shall terminate.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of 66 ²/₃% in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

No service charge shall be made for any such registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.

This Security shall be governed by and construed in accordance with the laws of the State of New York, but without regard to principles or conflicts of laws.

All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Security, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM — as tenants in common

TEN ENT — as tenants by the entireties

JT TEN — as joint tenants with the right of survivorship and not as tenants in common

UNIF

GIFT

MIN

ACT

Custodian

under

Uniform

Gifts

to

Minors

Act

(Cust)

(Minor)

(State)

Additional abbreviations may also be used though not in the above list.

OPTION TO ELECT REPAYMENT

TO BE COMPLETED ONLY IF THIS SECURITY IS REPAYABLE

AT THE OPTION OF THE HOLDER AND THE HOLDER

ELECTS TO EXERCISE SUCH RIGHT

The undersigned hereby irrevocably requests and instructs the Company to repay the Security referred to in this notice (or the portion thereof specified below) at the applicable Repayment Price, together with interest to the Repayment Date, all as provided for in such Security, to the undersigned, whose name, address and telephone number are as follows:

(please print name of the undersigned)

(please print address of the undersigned)

(please print telephone number of the undersigned)

If such Security provides for more than one Repayment Date, the undersigned requests repayment on the earliest Repayment Date after the requirements for exercising this option have been satisfied, and references in this notice to the Repayment Date mean such earliest Repayment Date. Terms used in this notice that are defined in such Security are used herein as defined therein.

For such Security to be repaid the Company must receive at the applicable address of the Trustee set forth below or at such other place or places of which the Company shall from time to time notify the Holder of such Security, on any Business Day not later than the 30th or earlier than the 60th calendar day prior to the Repayment Date (or, if either such calendar day is not a Business Day, the next succeeding Business Day), (i) such Security, with this “Option to Elect Repayment” form duly completed and signed, or (ii) a telegram, telex, facsimile transmission or letter from a member of a national securities exchange or the Financial Industry Regulatory Authority, a commercial bank or a trust company in the United States of America setting forth (a) the name, address and telephone number of the Holder of such Security, (b) the principal amount of such Security and the amount of such Security to be repaid, (c) a statement that the option to elect repayment is being exercised thereby and (d) a guarantee stating that such Security to be repaid with the form entitled “Option to Elect Repayment” on the addendum to the Security duly completed and signed will be received by the Company not later than five Business Days after the date of such telegram, telex, facsimile transmission or letter (provided that such Security and form duly completed and signed are received by the Company by such fifth Business Day). The address to which such deliveries are to be made is:

Zions First National Bank

Attention: Corporate Trust Department

One South Main Street, 12th Floor

Salt Lake City, UT 84111

or at such other place as the Company or the Trustee shall notify the holder of such Security.

If less than the entire principal amount of such Security is to be repaid, specify the portion thereof (which shall equal at least $1,000 or an integral multiple thereof) that the Holder elects to have repaid:

and specify the denomination or denominations (which shall equal at least $1,000 or an integral multiple thereof) of the Security or Securities to be issued to the Holder in respect of the portion of such Security not being repaid (in the absence of any specification, one Security will be issued in respect of the portion not being repaid):

Date:
	Notice: The signature to this Option to Elect Repayment must correspond with the name of the Holder as written on the face of such Security in every particular without alteration or enlargement or any other change whatsoever.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

(Please Print or Typewrite Name and Address Including Postal Zip Code of Assignee) the attached Security and all rights thereunder, and hereby irrevocably constitutes and appoints

to transfer said Security on the books of the Company, with full power of substitution in the premises.

Date:
	NOTICE: The signature to this assignment must be guaranteed and correspond with the name of the Holder as written upon the face of the attached Security in every particular, without alteration or enlargement or any change whatsoever.

EX-5.1

EXHIBIT 5.1

March 11, 2008

Zions Bancorporation,

One South Main Street,

Salt Lake City, Utah 84111.

Ladies and Gentlemen:

We are acting as counsel to Zions Bancorporation, a Utah corporation (the “Company”) in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 (the “Act”) of the prospectus supplement, dated March 6, 2008 (the “Prospectus Supplement”), relating to the issuance from time to time of senior unsecured debt securities due three years or less from the date of issuance, of which no more than $500,000,000 may be outstanding at any given time (such series of securities being hereinafter referred to as the “Medium Term Notes, Series A” and any securities to be issued from time to time as part of such Medium Term Notes, Series A being hereinafter referred to collectively as the “Securities”). The Prospectus Supplement supplements the prospectus, dated March 31, 2006, contained in the Company’s Registration Statement on Form S-3 (File No. 333-132868) and has been filed with the SEC under Rule 424(b)(2).

In connection with the filing of the Prospectus Supplement, we, as your counsel, have examined such corporate records, certificates and other documents, including the resolutions of the Company’s Board of Directors authorizing the issuance of the Securities (the “Resolutions”), and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.

Upon the basis of such examination, we advise you that, in our opinion, the indenture relating to the senior debt securities, which is dated as of September 10, 2002, has been duly authorized, executed and delivered by the Company. When the terms of the Securities to be issued under the indenture described above and of their issuance and sale have been duly established in conformity with the indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and when the Securities have been duly executed and authenticated in accordance with the indenture and issued and sold as contemplated in the Registration Statement, and if all the foregoing actions are taken pursuant to the authority granted in the Resolutions, the Securities will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Zions Bancorporation

The foregoing opinion is limited to the Federal laws of the United States and the laws of the States of New York and Utah, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. With respect to all matters of Utah law, we have, with your approval, relied upon the opinion, dated the date hereof, of Callister Nebeker & McCullough, a Professional Corporation, and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of Callister Nebeker & McCullough, a Professional Corporation. We believe you and we are justified in relying on such opinion for such matters.

Also, with your approval, we have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible and we have assumed, without independent verification, that the indenture relating to the Securities has been duly authorized, executed and delivered by the trustee thereunder. We have further assumed that the issuance or delivery by the Company of any Securities, or of any other property, upon exercise or otherwise pursuant to the terms of the Securities will be effected pursuant to the authority granted in the Resolutions and so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding on the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company. Finally, we have assumed that the authority granted in the Resolutions will remain in effect at all relevant times and that no Securities will be issued or other action taken in contravention of any applicable limit established pursuant to the Resolutions from time to time.

We hereby consent to the filing with the SEC of this opinion as an exhibit to the Company’s Current Report on Form 8-K, dated the date hereof, relating to the Medium-Term Notes, Series A program described in the Prospectus Supplement and to the reference to us under the heading “Validity of the Notes” in the Prospectus Supplement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

SULLIVAN & CROMWELL LLP

-2-

EX-5.2

EXHIBIT 5.2

CALLISTER NEBEKER & MCCULLOUGH

A PROFESSIONAL CORPORATION

ATTORNEYS AT LAW

ZIONS BANK BUILDING SUITE 900

10 EAST SOUTH TEMPLE

SALT LAKE CITY, UTAH 84133

TELEPHONE 801-530-7300

FAX 801-364-9127

March 11, 2008

Zions Bancorporation

One South Main, Suite 1134

Salt Lake City, Utah 84111

Ladies and Gentlemen:

We have acted as Utah counsel to Zions Bancorporation, a Utah corporation (the “Company”), in connection with its filing with the Securities and Exchange Commission (the “SEC”) of the prospectus supplement dated March 6, 2008 (the “Prospectus Supplement”) relating to the issuance from time to time of senior unsecured debt securities due three years or less from the date issued, Series A, of the Company that will not exceed a maximum aggregate principal amount of $500,000,000 outstanding at any given time (such series of securities being hereinafter referred to as the “Medium Term Notes, Series A” and any securities to be issued from time to time as part of the Medium Term Notes, Series A being hereinafter referred to collectively as the “Securities”). The Securities will be issued from time to time pursuant to a senior indenture between the Company and The Bank of New York Trust Company, N.A., as successor to J.P. Morgan Trust Company, National Association, as trustee (the “Indenture”). The Prospectus Supplement supplements the prospectus, dated March 31, 2006, contained in the Company’s Registration Statement on Form S-3 (File No. 333-132868) and has been filed with the SEC under Rule 424(b)(2).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

In connection with this representation, we have examined the originals, or copies identified to our satisfaction, of such minutes, including the resolutions of the Company’s Board of Directors authorizing the issuance of the Securities (the “Resolutions”), agreements, corporate records and filings and other documents necessary to or appropriate for our opinion contained in this letter (the “Transaction Documents”). In our examination of the Transaction Documents, we have assumed the genuineness of all signatures that exist on those documents and have assumed the authenticity and regularity of each of the Transaction Documents submitted to us. We have also relied as to certain matters of fact upon representations made to us by public officials, officers and agents of the Company, and other sources we believe to be responsible.

Based upon and in reliance on the foregoing, it is our opinion that, (i) when the terms of the Securities to be issued under the Indenture and of their issuance and sale have been duly established in conformity with the Indenture so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company, and so as to comply with any requirement or restriction imposed by any court of governmental body having jurisdiction over the Company, and (ii) when the Securities have been duly executed and authenticated in accordance with the Indenture and issued and sold as contemplated in the Registration Statement, and if all the foregoing actions are taken pursuant to the authority granted in the

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March 11, 2008

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Resolutions, the Securities will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and remedies generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Although we have reviewed the Transaction Documents, and have made such inquiries as we deem appropriate under the circumstances, we have not verified independently the existence or absence of all of the facts set forth in each such Transaction Document.

Our opinion, as set forth herein, is subject to the following further qualifications:

(A) We have assumed that the Indenture has been duly authorized, executed and delivered by the trustee thereunder, an assumption we have not independently verified.

(B) We have assumed that the issuance or delivery by the Company of any Securities, or of any other property, upon exercise or otherwise pursuant to the terms of the Securities will be effected pursuant to the authority granted in the Resolutions and so as not to violate any applicable law or result in the default under or breach of any agreement or instrument binding on the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company.

(C) We have also assumed that the authority granted in the Resolutions will remain in effect at all relevant times and that no Securities will be issued or other action taken in contravention of any applicable limit established pursuant to the Resolutions from time to time.

(D) This opinion speaks only as of its date and you understand that this firm has no obligation to advise you of any changes of law or fact that occur after the date of this opinion, even if the change may affect the legal analysis, a legal conclusion or any informational confirmation in this opinion.

(E) Members of our firm are admitted to the Bar in the State of Utah. This opinion is limited to the federal laws of the United States and the laws of the States of Utah and New York, and we have not been asked to address nor have we addressed or expressed an opinion on the laws of any other jurisdiction. With respect to all matters of New York law, we have, with your approval, relied upon the opinion, dated the date hereof, of Sullivan & Cromwell LLP and our opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such opinion of Sullivan & Cromwell LLP. We believe you and we are justified in relying on such opinion for such matters.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Validity of the Notes” in the prospectus supplement included therein. In

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March 11, 2008

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giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

CALLISTER NEBEKER & McCULLOUGH

A Professional Corporation

EX-8.1

EXHIBIT 8.1

March 11, 2008

Zions Bancorporation,

One South Main Street,

Salt Lake City, Utah 84111.

Ladies and Gentlemen:

We have acted as United States federal income tax counsel to Zions Bancorporation (the “Company”) in connection with the preparation and filing by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 (the “Act”) as amended, of the prospectus supplement, dated March 6, 2008 (the “Prospectus Supplement”), relating to the issuance from time to time of senior unsecured debt securities due three years or less from the date of issuance, of which no more than $500,000,000 may be outstanding at any given time. The Prospectus Supplement supplements the prospectus, dated March 31, 2006, contained in the Company’s Registration Statement on Form S-3 (File No. 333-132868) and has been filed with the SEC under Rule 424(b)(2).

We hereby confirm to you that our opinion as to United States federal income tax matters is as set forth under the caption “Supplemental Discussion of U.S. Federal Income Tax Consequences” in the Prospectus Supplement, subject to the limitations set forth therein. We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K, dated the date hereof, relating to the establishment of the Company’s medium-term notes program described in the Prospectus Supplement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

SULLIVAN & CROMWELL LLP

EX-99.1

EXHIBIT 99.1

ZIONS BANCORPORATION

AUCTION AGENT AGREEMENT

dated as of March 6, 2008

Relating to the

Senior Medium-Term Notes Program, Series A

of

ZIONS BANCORPORATION

ZIONS DIRECT, INC.

as Auction Agent

This Auction Agent Agreement (this “Agreement”), dated as of March 6, 2008, is by and between Zions Bancorporation, a Utah corporation (the “Issuer”), and Zions Direct, Inc., a Utah corporation (the “Auction Agent”).

WHEREAS, on March 31, 2006, the Issuer filed an automatic shelf registration statement on Form S-3 (the “Shelf Registration Statement”) with the Securities and Exchange Commission (the “SEC”), which became effective automatically upon filing;

WHEREAS, on the date hereof, the Issuer filed a prospectus supplement with the SEC (the “Prospectus Supplement”) with respect to its Senior Medium-Term Notes Program, Series A offering on a continuous basis senior unsecured notes of the Issuer in one or more series in each case due three years or less from the date issued (collectively, the “Securities”), the initial offering price and allocation of which will be determined by an auction process described herein; and

WHEREAS, the Issuer desires that the Auction Agent perform certain duties as agent in connection with each Auction, upon the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the Issuer and the Auction Agent (each a “Party,” and together the “Parties”) agree as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

1.1 Certain Defined Terms.

As used herein, the following terms shall have the following meanings, unless the context otherwise requires:

(a) “Auction” means, with respect to any given series of Securities, the auction process for each auction whereby the Issuer offers the Securities to the public in accordance with this Agreement, as more particularly described in Article II, and as may be supplemented and/or amended by the Zions Direct MTN Auction Process.

(b) “Auction Agent” is defined in the recitals.

(c) “Auction Date” means the dates on which a given Auction is to be held as specified in writing by the Issuer to the Auction Agent.

(d) “Auction Document” shall mean, with respect to any given Auction, the Shelf Registration Statement, the Prospectus supplement and any applicable Preliminary Pricing Supplement (including any subsequently filed prospectus supplement or pricing supplement) or other document furnished by the Issuer or the Auction Agent.

(e) “Auction Window” is defined in Section 2.3(a).

(f) “Bid Limit” means the maximum dollar amount assigned to each Registered Bidder representing the maximum dollar amount that the applicable Registered Bidder will be allowed to spend in an Auction.

(g) “Bidding Account” means an account at the Website that gives access to Auctions, and is obtained by completing and submitting a Bidder Registration Form.

(h) “Bidder Qualification Standards” means the standards determined by the Issuer and communicated by the Issuer to the Auction Agent pursuant hereto, which the Auction Agent shall apply in making a determination as agent for and on behalf of the Issuer as to whether, and how much, to

increase the Bid Limit of any Registered Bidder requesting the same, subject in all events to final approval by the Issuer should the Issuer, in its discretion, elect to exercise such final approval, and which Bidder Qualification Standards shall in all events be consistent with applicable provisions of the FINRA rule book.

(i) “Bidder Registration Form” means a Bidder Registration Form substantially in the form found on the Website as of the date hereof.

(j) “‘Buy Today” Purchase means the process which, if selected by the Issuer in its sole discretion by communicating such selection to the Auction Agent pursuant hereto, will allow a Qualified Bidder to purchase the Securities offered in a particular Auction at a set par amount and maturity without placing an In-The-Money bid.

(k) “Closing Date” means 10:00 a.m., E.T. on the day that is three business days after the close of an Auction, or at such other time and date thereafter as determined by the Issuer and the Auction Agent.

(l) “Constituent Documents” means the documents listed on Schedule A hereto.

(m) “DTC” is defined in Section 5.1.

(n) “DTC Letter” is defined in Section 5.1.

(o) “In-The-Money” means, with respect to a particular bid, the number of Securities of such bid that would be accepted if the Auction ended at a particular time.

(p) “Issuer” is defined in the preamble.

(q) “FINRA” means the Financial Industry Regulatory Authority.

(r) “Market-Clearing Price” means, with respect to any given Auction, the initial offering price of the Securities as determined by the Auction Agent in accordance with, and shortly after the closing of, the Auction. The Market-Clearing Price shall be the highest price at which all of the Securities offered to the public (pursuant to the applicable Auction Document) may be sold to potential investors, and shall be determined by moving down the list of accepted bids in descending order of price until the aggregate number of Securities bid for is at least as large as the number of Securities being offered. Notwithstanding anything herein to the contrary, if a Qualified Bidder submits a bid on the basis of yield, as described in Section 2.3(c), such bid will be deemed to be for the price necessary to achieve the bid yield, taking into account the other terms of the Securities, and shall be ordered in the list accordingly.

(s) “Maximum Bid Yield” means the yield above which a bid yield will not be accepted, whether or not all of the Securities offered in an Auction have been sold.

(t) “Minimum Bid Price” means the price below which a bid price will not be accepted, whether or not all of the Securities offered in an Auction have been sold.

(u) “Organizational Documents” means, with respect to any Person, its (i) certificate of incorporation, formation or organization (or comparable document); (ii) by-laws; (iii) partnership agreement; (iv) certificate of formation, limited liability company agreement or operating agreement; or (v) any other charter or similar document adopted or filed in connection with the creation, formation, or organization of such Person; and (vi) any amendment to any of the foregoing.

(v) “Party” and “Parties” are defined in the “Now Therefore” clause.

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(w) “Person” means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, or other entity or governmental authority.

(x) “Preliminary Pricing Supplement” or “Pricing Supplement” means a pricing supplement filed in either a preliminary or final form, as the case may be, with the SEC and attached to the Prospectus Supplement containing a description of the Securities being offered in an Auction and the terms of the Auction, to the extent such description or terms are different from the description or terms contained in the Prospectus Supplement.

(y) “Prospectus Supplement” is defined in the second recital.

(z) “Qualified Bidder” means, with respect to each particular Auction, a Registered Bidder that has qualified to bid and make “Buy Today” Purchases in such Auction by taking such action as may be required from time to time pursuant hereto by the Auction Agent as agent for and on behalf of the Issuer in order to manifest such Registered Bidder’s agreement to the rules, terms and conditions of the Auction and qualifications to invest in the Securities.

(aa) “Registered Bidder” means any prospective bidder who has properly completed a Bidder Registration Form and submitted such form to the Auction Agent through the Website prior to the close of the Auction.

(bb) “SEC” is defined in the first recital.

(cc) “Securities” is defined in the second recital.

(dd) “Shelf Registration Statement” is defined in the first recital.

(ee) “Submission Deadline” is defined in Section 2.3(b).

(ff) “Two-Minute Extension” is defined in Section 2.3(a).

(gg) “Website” means the Internet website located on the World Wide Web at www.auctions.zionsdirect.com.

(hh) “Winning Bidder” means a bidder that has been awarded Securities pursuant to an Auction or by making a “Buy Today” Purchase.

(ii) “Zions Direct MTN Auction Process” means the document, as may be amended and supplemented, which: (i) describes how each Auction is conducted; and (ii) is posted on the Website. Notwithstanding anything in this Agreement to the contrary, the Auction Agent shall have the right to modify or amend the Zions Direct MTN Auction Process in the manner described in Article II hereof.

1.2 Rules of Construction.

Unless the context or use indicates another or different meaning or intent, the following rules apply to the construction of this Agreement:

(a) Words importing the singular number shall include the plural number and vice versa.

(b) Reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof.

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(c) The captions and headings herein are solely for convenience of reference and shall not constitute a part of this Agreement nor shall they affect its meaning, construction or effect.

(d) The words “hereof,” “herein,” “hereto,” and other words of similar import refer to this Agreement as a whole.

(e) All references to “Articles” and “Sections” refer to the corresponding Articles and Sections of this Agreement, unless otherwise indicated.

(f) All references herein to a particular time of day shall be to the applicable Eastern Time.

ARTICLE II

THE AUCTION

2.1 Appointment. The Issuer hereby appoints the Auction Agent as the non-exclusive auction agent for the Issuer with respect to each Auction of the Securities, and the Auction Agent hereby accepts such appointment as the Auction Agent, in accordance with and pursuant to the terms and provisions of this Agreement. For the avoidance of doubt, the Auction Agent understands and agrees that, as between the Parties, the Issuer shall have the right but not the obligation, in its sole and absolute discretion, to (i) resolve any and all questions that may arise with respect to an Auction, including the suitability of a Registered Bidder or Qualified Bidder, and to waive any defect or irregularity in any documentation submitted by a prospective bidder, Registered Bidder or Qualified Bidder in connection with an Auction or registration therefor; (ii) waive any and all requirements that may otherwise be imposed on any Registered Bidder or Qualified Bidder hereunder in connection with an Auction; and (iii) ultimately determine the final allocation of Securities hereunder; provided, however, that notwithstanding anything herein to the contrary, there shall be no waiver of any information required by applicable law including without limitation the Bank Secrecy Act and the Patriot Act.

2.2 Preparation for the Auction.

(a) Bidder Registration. The Auction Agent shall oversee the registration of prospective bidders. Prospective bidders will be allowed to access and complete Bidder Registration Forms on the Website. The Auction Agent shall collect from each prospective bidder any and all relevant contact information, including an e-mail address, as may be required in connection with the registration of such prospective bidder.

(b) Bidder Registration Forms. The Auction Agent’s Investment Center shall, to the extent practicable, attempt to answer questions from prospective bidders with respect to the Bidder Registration Form. Once a prospective bidder has properly completed a Bidder Registration Form and submitted such form to the Auction Agent through the Website, such prospective bidder will become a Registered Bidder.

(c) Auctions. The Issuer shall inform the Auction Agent each time the Issuer desires to make an offering of Securities pursuant to an Auction hereunder, including the date or dates of such Auction, and the par amount, maturity, coupon rate and any other details desired by the Issuer for the Securities to be offered at such Auction, whereupon an Auction Document reflecting such details shall be prepared and, if required, filed with the SEC. Notwithstanding anything to the contrary

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contained in this Agreement, the Auction Agent shall have the right, in its sole discretion, to: (i) accept or reject, in whole or in part, any offer of the Issuer to sell Securities through an Auction hereunder; and (ii) accept or reject, in whole or in part, any proposed purchase of Securities pursuant to an Auction. The Issuer may instruct the Auction Agent at any time to suspend solicitation for bids and “Buy Today” Purchases at any Auction and to suspend purchases of Securities pursuant to any Auction. Upon receipt of such instructions, the Auction Agent shall thereupon suspend such solicitations and purchases until such time as the Issuer has advised the Auction Agent that solicitations and purchases may be resumed.

(d) Qualified Bidders. In order to participate in a particular Auction, a Registered Bidder must first become a Qualified Bidder. In order to become a Qualified Bidder, a Registered Bidder must log into the bidder’s Bidding Account and select an Auction from the calendar page, whereupon the Registered Bidder must (i) review and acknowledge all documents pertinent to the Auction in which the bidder wishes to participate, (ii) verify that their suitability profile includes objectives and an investment time horizon that are consistent with an investment in the Securities being auctioned and (iii) authorize and direct the broker/dealer through which they will hold the Securities won in an Auction, which broker/dealer may or may not be the Auction Agent, to update their suitability profile, if necessary, to include the appropriate objectives and investment time horizon, by following the procedures outlined in the applicable Auction Document or in the Zions Direct MTN Auction Process, as applicable. No Qualified Bidder shall be obligated to submit a bid in the Auction for which such Registered Bidder has become a Qualified Bidder. The Auction Agent shall oversee the qualification of Registered Bidders in an Auction. Registered Bidders will be allowed to become Qualified Bidders on the Website as soon as practicable subsequent to the Issuer’s filing of the applicable Auction Document with the SEC.

(e) Bid Limit Parameters.

(i) Individual Maximum Bid Limit. Registered Bidders registering for the first time on the Website shall automatically qualify to bid up to a Bid Limit of $50,000 per auction. Registered Bidders that want to bid for more than that amount may contact the Auction Agent to request a greater Bid Limit. Upon any such request by a Registered Bidder, the Auction Agent shall determine, pursuant to the Bidder Qualification Standards, whether such Registered Bidder has evidenced sufficient financial ability of payment in connection with the offering of the Securities pursuant to the Auction to be assigned a greater Bid Limit. The Auction Agent may request delivery of, and review with respect to each such Registered Bidder, applicable financial and identifying documentation and other information necessary for such determination. No Registered Bidder shall be allowed to place a bid in an auction for which such Registered Bidder has become a Qualified Bidder that exceeds such Registered Bidder’s Bid Limit.

(ii) Minimum Bid Prices. The Issuer may establish a Minimum Bid Price (or an equivalent Maximum Bid Yield) for each Auction. The Auction Agent will not accept a bid price below the Minimum Bid Price. Such Minimum Bid Price will be specified in the applicable Auction Document.

(f) Bidder Communications. The Auction Agent shall use commercially reasonable efforts to timely respond to questions from prospective bidders, Registered Bidders and/or Qualified Bidders with regard to registration, the qualification and Auction process and any other questions related to an Auction.

2.3 Auction Procedure.

(a) Auction Window. The Auction Agent shall conduct each Auction exclusively through the Website during the times and dates set for the Auction as disclosed on the Website and applicable Auction Document unless the Auction is extended in accordance with the following sentence

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(the “Auction Window”). Notwithstanding the foregoing, during the final two (2) minutes of an Auction, if there is a change in the Market-Clearing Price, or a change in the allocation of the Securities, the Auction will automatically be extended two (2) minutes from the time of such change (each occurrence, a “Two-Minute Extension”). In no event will such Two-Minute Extensions extend the Auction more than fifteen (15) minutes beyond the originally specified Auction Period.

(b) Electronic Submission Only; Submission Deadline. The Auction Agent shall accept bids and “Buy Today” Purchases from Qualified Bidders for the purchase of Notes only through the Website during the applicable Auction Window. The Auction Agent shall only accept bids and “Buy Today” Purchases properly submitted on the Website in accordance the applicable Auction Documents and Zions Direct MTN Auction Process, as applicable. Nothing in this Agreement shall be construed as prohibiting Qualified Bidders from submitting their bids or “Buy Today” Purchases by telephoning their registered representative with the Auction Agent and having such representative enter such bids or “Buy Today” Purchases on the Website on behalf of such bidder. Once the Auction Window closes, the Auction Agent shall not accept any bids or “Buy Today” Purchases, subject to the Two Minute Extension provisions provided for in Section 2.3(a), or such other procedures as may be detailed in any applicable Auction Document or the Zions Direct MTN Auction Process (the “Submission Deadline”).

(c) Concurrent Bids. Subject to section 2.2 (f), The Auction Agent shall allow a Qualified Bidder to place up to five separate, concurrent bids, each independent of the other. Each bid may be made for different numbers of Securities and for different bid prices. At the Auction Agent’s discretion, Qualified Bidders may bid on either prices or yields. If a Qualified Bidder places a bid on the basis of yield, such bid shall be deemed to be a bid at the price necessary to achieve that yield, given the other terms of the offered Securities. A Qualified Bidder who has one active bid will be able to bid up to such Qualified Bidder’s Bid Limit in that one bid. However, if a Qualified Bidder has more than one active bid, the aggregate amount of In-The-Money bids cannot exceed that Qualified Bidder’s Bid Limit. The Bid Limit shall be allocated first to the highest bid price (which may be determined by bid yield) multiplied by the number of Securities bid for at that bid price.

Any remaining Bid Limit shall then be allocated to the next highest bid price (which may be determined by bid yield) multiplied by the number of Securities bid for at that bid price. This process will continue until the Bid Limit assigned to that Qualified Bidder has been reached. The bids of a Qualified Bidder who has placed multiple bids shall be deemed to be In-the-Money only to the extent that (i) the bid price is at or above the Market-Clearing Price and (i) the aggregate dollar amount of the multiple bids that are In-The-Money is less than or equal to that Qualified Bidder’s Bid Limit.

(d) Market-Clearing Price. As soon as practicable after the Submission Deadline, the Auction Agent shall assemble all bids for the Securities received through the Website prior to the Submission Deadline in descending order of bid price and shall determine the Market-Clearing Price and which bids equal or exceed the Market-Clearing Price. The Auction Agent shall accept bids that equal or exceed the Market-Clearing Price and shall allocate the Securities pursuant to Section 2.3(e).

(e) Allocation. The Auction Agent shall allocate the aggregate principal amount of Securities available for sale through an Auction, as disclosed in the applicable Auction Document, in accordance with the following procedures, or as otherwise set forth in any applicable Auction Document. Qualified Bidders bidding above the Market-Clearing Price shall be allocated the entire quantity of Securities for which they bid; provided, however, that in no event will a Qualified Bidder be allowed to purchase more Securities than the lesser of (i) the number of Securities that that Qualified Bidder’s Bid Limit would purchase and (ii) the total number of Securities of that Qualified Bidder’s bid designated as In-The-Money by the Website. In the event that multiple Qualified Bidders bid at the Market-Clearing Price and the total quantity of Securities for which they have bid exceeds the number of available Securities not allocated to higher Qualified Bidders, the Auction Agent will allocate the remaining Securities to the bids with the earliest time stamp. Such remaining Securities will first be allocated to the bid with the earliest time stamp, then to the bid with the next earliest time stamp, and so on until all of the Securities being offered are allocated to Qualified Bidders. To preserve the Qualified Bidder’s earliest time stamp, a Qualified Bidder will be required to use an additional bid row to increase the number of Securities bid for without improving the price.

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(f) Buy Today. If the Issuer in its sole discretion elects to allow “Buy Today” Purchases by communicating such election to the Auction Agent pursuant hereto, then during the Auction Window applicable to a particular Auction, Qualified Bidders may purchase Securities offered in the Auction by making a “Buy Today” Purchase through the Website. The price and yield at which a Qualified Bidder may make a “Buy Today” Purchase will be set by the Issuer prior to the commencement of the Auction and reflected in the applicable Auction Document. A Qualified Bidder making a “Buy Today” Purchase will be deemed to have accepted from the Issuer an offer to sell the number of Securities specified by the Qualified Bidder at the set price and yield with the related trade to occur at the same time as the Securities sold in the Auction. A Qualified Bidder shall not be allowed to make “Buy Today” Purchases that in the aggregate exceed the Qualified Bidder’s Bid Limit. Upon making a “Buy Today” Purchase, a Qualified Bidder’s Bid Limit will be automatically adjusted to reflect the amount such Qualified Bidder has allotted to the “Buy Today” Purchase thereby ensuring that the total amount a Qualified Bidder spends on any Auction is not in excess of such Qualified Bidder’s Bid Limit. The Maximum Offering will not be affected by Qualified Bidders exercising the “Buy Today” Purchase option. Furthermore, a Qualified Bidder’s “Buy Today” Purchase will not be affected by any additional Securities won by such Qualified Bidder through the Auction.

(g) Institutional Up-Sizing. Notwithstanding anything to the contrary in this Agreement, the Issuer reserves the right to sell, through the Auction Agent and outside of an Auction, additional Securities with terms identical to the Securities being auctioned and of the same series, to any institutional or individual Qualified Bidder who satisfies all of the requirements specified in the applicable Auction Document or the Zions Direct MTN Auction Process.

2.4 Notice of Auction Results.

As soon as practicable after the end of the Auction Window, the Auction Agent shall:

(a) notify by e-mail (or if no e-mail address was provided, by telephone) each Qualified Bidder whose bid was accepted of the results of the Auction, which notice shall specify at a minimum (i) that the Auction has closed; (ii) that such Qualified Bidder’s bid has, or bids have, as applicable, been accepted; (iii) the number of Securities that have been allocated to such Qualified Bidder; and (iv) the Market-Clearing Price; and

(b) cause the results of the Auction to be posted on the Website as to winning bids and the allocation of Securities.

2.5 Settlement; Payment. The Auction Agent shall follow the settlement and payment procedures set forth in the Auction Documents or the Zions Direct MTN Auction Process, as applicable.

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2.6 Access to and Maintenance of Auction Records.

(a) The Auction Agent shall afford the Issuer, its agents, independent public accountants and counsel access at reasonable times during normal business hours of the Auction Agent to review and make extracts or copies (at the Issuer’s sole cost and expense) of all books, records, documents and other information concerning the conduct and results of the Auction, provided, however that any such agent, accountant or counsel shall furnish the Auction Agent with a letter from the Issuer requesting that the Auction Agent afford such person access at least one (1) business day prior to the date of such access. The Auction Agent shall maintain records relating to the Auction for a period of at least six years after the Auction (unless requested in writing by the Issuer to maintain such records for such longer period not in excess of eight years, then for such longer period), and such records, in reasonable detail, shall accurately and fairly reflect the actions taken by or on behalf of the Auction Agent hereunder.

In connection with the settlement by the Auction Agent of any Securities auctioned pursuant hereto, the Auction Agent shall take such actions and maintain such records as are necessary to assure compliance with the requirements of the Office of Foreign Assets Control of the United States Treasury.

2.7 Reports to Winning Bidders.

The Auction Agent shall send, or cause to be sent, all information to each Winning Bidder as may be required in accordance with applicable laws and regulations.

2.8 Auction Procedures; Amendments to the Auction Procedures.

The Zions Direct MTN Auction process is hereby incorporated in and made a part of this Agreement. Notwithstanding anything to contrary contained in this Agreement, the description of the Auction procedures may be amended or modified by indicating such amendments or modifications in any applicable Auction Document or the Zions Direct MTN Process or by other verbal or written agreement between the Auction Agent and the Issuer. Any such amendments or modifications shall be deemed to supersede this Agreement, to the extent applicable.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Issuer.

The Issuer represents and warrants to the Auction Agent that:

(a) the Issuer is duly organized and is validly existing as a corporation under the laws of the State of Utah, and has full power to execute and deliver this Agreement;

(b) this Agreement has been duly and validly authorized, executed and delivered by the Issuer and constitutes the legal, valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles;

(c) the execution and delivery of this Agreement do not and will not conflict with, violate, or result in a breach of the terms, conditions or provisions of, or constitute a default under, the Issuer’s Organizational Documents, any order or decree of any court or public authority having jurisdiction over the Issuer, or any mortgage, indenture, contract, agreement or undertaking to which the Issuer is a party or by which it is bound; and

(d) as of the Applicable Time (as defined below), at all times during the period that begins at the Applicable Time and ends as of the Closing Date, and as of the Closing Date, as applicable, none of the Prospectus Supplement, any Preliminary Pricing Supplement or Pricing Supplement, or the Statutory Prospectus (as defined below), all considered together to the extent then in existence, included or will include any untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light

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of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the information concerning the Auction Agent furnished in writing to the Issuer expressly for use therein. As used in this subsection:

“Applicable Time” means 5:00 p.m., E.D.T., on the date of this Agreement or such other time as agreed to by the Issuer and the Auction Agent.

“Statutory Prospectus” means the form of prospectus included in the Shelf Registration Statement, as amended and supplemented immediately prior to the Applicable Time, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof.

3.2 Representations and Warranties of the Auction Agent.

The Auction Agent represents and warrants to the Issuer that:

(a) the Auction Agent is duly organized and is validly existing as a corporation in good standing under the laws of the State of Utah, and has the corporate power to enter into and perform its obligations under this Agreement;

(b) this Agreement has been duly and validly authorized, executed and delivered by the Auction Agent and constitutes the legal, valid and binding obligation of the Auction Agent, enforceable against the Auction Agent in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles;

(c) the Auction Agent is registered as a broker-dealer with the SEC, is a member in good standing of FINRA and is duly registered and qualified as a dealer in securities in such states and other jurisdictions as its business requires; and

(d) the Auction Agent will not bid for or purchase the Securities, nor offer for sale or sell the Securities other than in its capacity as agent pursuant to this Agreement.

(e) the execution and delivery of this Agreement do not and will not conflict with, violate, or result in a breach of the terms, conditions or provisions of, or constitute a default under, the Auction Agent’s Organizational Documents, any order or decree of any court or public authority having jurisdiction over the Auction Agent, or any mortgage, indenture, contract, agreement or undertaking to which the Auction Agent is a party or by which it is bound;

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ARTICLE IV

THE AUCTION AGENT

4.1 Duties and Responsibilities.

(a) The Auction Agent will act solely as a nonfiduciary agent for the Issuer hereunder and owe no fiduciary duties to any Person.

(b) In its capacity as Auction Agent, the Auction Agent (i) is acting as an agent of the Issuer, (ii) is not acting as a statutory underwriter, (iii) is under no obligation to purchase any of the Securities and (iv) has made no representations to the Issuer that any specific minimum or fixed number of Securities will be sold.

(c) The Auction Agent shall apply the Bidder Qualification Standards communicated to it by the Issuer in determining as agent for and on behalf of the Issuer, whether, and how much, to increase the Bid Limit of any Registered Bidder requesting the same, subject in all events to final approval by the Issuer should the Issuer, in its discretion, elect to exercise such final approval.

(d) The Auction Agent shall have no obligation to buy the Securities, nor offer for sale or sell the Securities other than in its capacity as agent pursuant to this Agreement and in accordance with the terms set forth in the Auction Documents and the Zions Direct MTN Auction Process.

(e) The Auction Agent undertakes to perform such duties and only such duties as are expressly set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Auction Agent.

(f) In the absence of bad faith, willful misconduct or gross negligence on its part, the Auction Agent shall not be liable for any action taken, suffered or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement.

4.2 Rights of the Auction Agent.

(a) The Auction Agent may conclusively rely upon, and shall be fully protected in acting or refraining from acting upon, any communication authorized hereby and any proper written instruction, notice, request, direction, consent, report, certificate or other instrument, paper or document reasonably believed by it to be genuine. The Auction Agent shall not be liable for acting or refraining from acting upon any telephone communication authorized hereby which the Auction Agent reasonably believes in good faith, after reasonable inquiry, to have been given by the Issuer, a prospective bidder, a Registered Bidder or a Qualified Bidder. The Auction Agent may record communications with the Issuer, any prospective bidder, any Registered Bidder and/or any Qualified Bidder, subject to notification to the subject party of the possibility of such recording at the time of the subject telephone communication.

(b) The Auction Agent may consult with counsel of its choice, and the advice of such counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reasonable reliance thereon.

(c) The Auction Agent shall not be required to advance, expend or risk its own funds or otherwise incur or become exposed to financial liability in the performance of its duties hereunder. The Auction Agent shall be under no liability for interest on any money received by it hereunder except as otherwise agreed to in writing with the Issuer.

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(d) The Auction Agent may perform its duties and exercise its rights hereunder either directly or by or through agents or attorneys, and shall not be responsible for the conduct on the part of any such agent or attorney appointed by it with due care.

(e) The Auction Agent shall not be liable for any error of judgment made in good faith unless the Auction Agent shall have been grossly negligent in ascertaining (or failing to ascertain) the pertinent facts necessary to make such judgment. In no event shall the Auction Agent be liable for special, punitive, indirect or consequential losses or damages of any kind whatsoever (including, but not limited to, losses of profits, website malfunctions, delays or interruptions or losses of data), even if the Auction Agent has been advised of the likelihood of such losses or damages and regardless of the form of action.

(f) The Auction Agent shall not be required to and shall make no representations and have no responsibilities as to the validity, accuracy, value or genuineness of, any signatures or endorsements other than its own and those of its authorized officers. The Auction Agent makes no representations as to and shall have no liability with respect to the correctness of the recitals in, or the validity, accuracy or adequacy of this Agreement, any offering material used in connection with the offer and sale of the Securities or any other agreement or instrument executed in connection with the transactions contemplated herein or related hereto. The Auction Agent shall have no obligation or liability with respect to the registration or exemption therefrom of the Securities under federal or state securities laws or with respect to the sufficiency or the conformity of any transfer of the Securities pursuant to the terms of this Agreement or any other document contemplated hereby or related hereto.

(g) Whenever in the administration of the provisions of this Agreement the Auction Agent shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action to be taken hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of negligence, bad faith or willful misconduct on the part of the Auction Agent, be deemed to be conclusively proved and established by a certificate signed by the Issuer and delivered to the Auction Agent, and such certificate, in the absence of negligence, bad faith or willful misconduct on the part of the Auction Agent, shall be full warrant to the Auction Agent for any action taken or omitted by it under the provisions of this Agreement upon the faith thereof.

(h) The Auction Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, entitlement order, approval or other paper or document furnished by the Issuer, except to the extent that such failure to investigate would be deemed grossly negligent.

4.3 Compensation, Expenses and Indemnification.

(a) The Issuer shall pay the Auction Agent on a monthly basis an amount equal to 10 basis points times the principal amount of Securities sold in each Auction conducted during the previous month in consideration for all services to be rendered by the Auction Agent under this Agreement.

(b) The Issuer shall reimburse the Auction Agent upon its written request for all reasonable expenses, disbursements and advances incurred or made by the Auction Agent in accordance with any provision of this Agreement (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any expense, disbursement or advance attributable to its bad faith, willful misconduct or gross negligence. The Auction Agent shall provide to the Issuer any and all supporting documentation requested by the Issuer hereunder in connection with the Issuer’s obligation under this Section 4.3(b).

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(c) The Issuer shall indemnify the Auction Agent and its officers, directors, employees and agents for, and hold each of them harmless against, any loss, claim, liability or expense incurred in connection with or arising out of this Agreement, including the costs and expenses of defending itself against any claim of liability in connection with its exercise or performance of any of its duties hereunder, except such as may result from its bad faith, willful misconduct or gross negligence, including, but not limited to, any loss, claim, liability or expense incurred in connection with (i) any breach of any representation or warranty made by the Issuer under this Agreement, except, in the case of a breach of Section 3.1(d), to the extent that any such loss, claim, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement made in reliance upon and in conformity with written information furnished to the Issuer by the Auction Agent expressly for use therein, and (ii) any claims asserted by any prospective bidder, Registered Bidder or Qualified Bidder with respect to the performance, timeliness, or continued availability of information related to the Auction, or the exercise of any discretion pursuant hereto by the Auction Agent.

4.4 Force Majeure.

The Auction Agent shall not be responsible for or liable for any failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; sabotage; epidemics; riots; acts of terrorism; interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes (except those of its own employees); or acts of civil or military authority or governmental actions; it being understood that the Auction Agent shall use reasonable efforts that are consistent with accepted practices in the securities industry to resume performance as soon as practicable under the circumstances. The Auction Agent shall notify the Issuer as soon as practicable after (a) the occurrence of an event described in this Section 4.4, that such event has occurred and (b) the cessation of an event described in this Section 4.4, that such event has ceased to occur.

ARTICLE V

BROKERAGE PROCEDURES

5.1 Arrangements with DTC and Payments of Certificates.

Prior to the settlement of any Auction, if required by The Depository Trust Company (“DTC”), the Issuer will execute and deliver to DTC the DTC Letter of Representations (the “DTC Letter”) in the form set forth in Exhibit C and as may be modified from time to time by DTC. Each Settlement Certificate and the Issuer’s records maintained in respect of each Settlement Certificate evidencing Notes will reflect that the Notes are issued in the name of “CEDE & Co., as nominee of DTC, as custodian for its participants, each acting for itself and for others.” The Issuer shall make all payments with respect to the Notes evidenced by a Settlement Certificate in accordance with the DTC Letter.

5.2 Confirmation and Disclosure Statement.

The Auction Agent, through its clearing broker, will provide a confirmation of the transaction to each Winning Bidder at the close of the Auction applicable to that Winning Bidder. The confirmation will specify (i) the amount deposited, (ii) the yield to maturity calculated in accordance with the applicable Auction Document, (iii) the maturity date and (iv) the other terms of the Securities as described in the Auction Documents, through its clearing broker. Prior to the commencement of an Auction, the Auction Agent and the Issuer will mutually agree upon appropriate Auction Documents to be used in such offering.

ARTICLE VI

MISCELLANEOUS

6.1 Term of Agreement.

(a) The term of this Agreement shall continue until terminated pursuant to this Section 6.1(a). This Agreement may be terminated by either Party hereto upon fifteen (15) calendar days’ notice. The Auction Agent and the Issuer agree that the effective date of any termination of this Agreement shall not occur at any time that would disrupt, delay or otherwise adversely affect any Auction. Upon the expiration or termination of its appointment, the Auction Agent shall promptly deliver and return to the Issuer all records and certificates that it shall have maintained in connection with this Agreement.

(b) Except as otherwise provided in this Section 6.1(b), the respective rights and duties of the Issuer and the Auction Agent under this Agreement shall cease upon termination of this Agreement. The Issuer’s covenants and obligations to the Auction Agent under Section 4.3 shall survive the termination hereof. The Issuer’s representations and warranties to the Auction Agent under Section 3.1 shall survive until the last maturity date of the Securities issued under this Agreement. Upon termination of this Agreement, the Auction Agent shall, at the Issuer’s written request, deliver promptly to the Issuer copies of all books and records maintained by it in connection with its duties hereunder, and at the written request of the Issuer, transfer promptly to the Issuer or to any successor auction agent any funds deposited by the Issuer with the Auction Agent pursuant to this Agreement which have not been distributed previously by the Auction Agent in accordance with this Agreement.

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6.2 Communications.

Except for communications authorized to be made by telephone pursuant to this Agreement or the Auction (other than those expressly required to be in writing), all notices, requests and other communications to any Party shall be in writing (including telecopy or similar writing) and shall be given to such Party at its address or telecopier number set forth below:

If to the Issuer, addressed to:	Zions Bancorporation One South Main Street, Suite 1700 Salt Lake City, Utah 84111 Attn: W. David Hemingway Facsimile: (801) 594-8169
If to the Auction Agent, addressed to:	Zions Direct, Inc. One South Main Street, 17th Floor Salt Lake City, Utah 84111 Attn: James R. Cooper Facsimile: (801) 524-8693

or such other address or telecopier number as such Party hereafter may specify for such purpose by written notice to the other Party. Each such notice, request or communication shall be effective when delivered at the address specified herein.

6.3 Entire Agreement.

The Constituent Documents listed on Schedule A, which is incorporated herein by reference, which Constituent Documents and Schedule A may be amended from time to time, (a) constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof; and (b) are not intended to confer upon any other Person any rights or remedies hereunder. Each Party agrees that (i) no other Party (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such Party relating to the Auction other than those expressly set forth in the Constituent Documents, and (ii) such Party has not relied upon any representation, warranty, covenant or agreement relating to the Auction, other than those referred to in clause (i) above.

6.4 Benefits.

Nothing herein, express or implied, shall give to any person or entity, other than the Issuer, the Auction Agent and their respective successors and assigns, any benefit of any legal or equitable right, remedy or claim hereunder.

6.5 Amendment; Waiver.

No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Party to be bound thereby. The failure of a Party to exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in the future. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

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6.6 Successors and Assigns.

This Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the respective successors and permitted assigns of each of the Issuer and the Auction Agent. This Agreement may not be assigned by either Party absent the prior written consent of the other Party, which consent shall not be withheld unreasonably.

6.7 Severability.

If any provision of this Agreement is rendered or declared illegal or unenforceable by reason of any existing or subsequently enacted legislation or by decree of a court of last resort, the Issuer and the Auction Agent shall promptly meet and negotiate substitute provisions for those rendered or declared illegal or unenforceable, but all of the remaining provisions of this Agreement shall remain in full force and effect.

6.8 Execution in Counterparts.

This Agreement may be executed in any number of counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a manually-executed counterpart of this Agreement.

6.9 Governing Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Utah (excluding any conflicts-of-law rule or principle that might refer the same to the laws of another jurisdiction), except to the extent that the same are mandatorily subject to the laws of another jurisdiction pursuant to the laws of such other jurisdiction.

6.10 Jurisdiction.

The Parties agree that all actions and proceedings arising out of this Agreement or any of the transactions contemplated hereby between the Parties shall be brought in the County of Salt Lake, and, in connection with any such action or proceeding, submit to the jurisdiction of, and venue in, such county. Each of the Parties also irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of this Agreement or the transactions contemplated hereby between the Parties.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have caused this Auction Agent Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date first above written.

ZIONS BANCORPORATION, as the Issuer
By:	/s/    Doyle L. Arnold
	Name: Doyle L. Arnold
	Title: Vice Chairman and Chief Financial Officer
ZIONS DIRECT, INC., as the Auction Agent
By:	/s/    James R. Cooper
	Name: James R. Cooper
	Title: Chief Operating Officer

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EX-99.2

EXHIBIT 99.2

The following is a statement of the estimated expenses (other than agent discounts and commissions) to be incurred by Zions Bancorporation in connection with the issuance and distribution of the indeterminate amount of Senior Medium-Term Notes Due Three Years or Less From the Date Issued pursuant to a Registration Statement on Form S-3 (File No. 333-132868) and a related prospectus supplement filed with the Securities and Exchange Commission on March 6, 2008:

	Estimated Fees
SEC registration fee	$	*
Legal fees and expenses	$	135,000
Fees and expenses of qualification under state securities laws (including legal fees)	$	—
Accounting fees and expenses	$	—
Printing fees	$	10,000
Rating agency fees	$	300,000
Trustee’s fees	$	10,000
Miscellaneous	$	10,000
Total expenses	$	455,000

* Deferred in accordance with Rule 456(b) and 457(r).