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): April 21, 2009

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, 15th Floor Salt Lake City, Utah	84133
(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 April 20, 2009, Zions Bancorporation (the “Company”) announced its financial results for the quarter ended March 31, 2009, reporting a first quarter net loss applicable to common shareholders of $832.2 million, or $7.29 per diluted share. The results reflected, among other things, (i) net loan charge-offs of $151.7 million compared to $179.7 million in the fourth quarter; (ii) an increase in the provision for loan loss reserves to $297.6 million as compared to $285.2 million in the fourth quarter; (iii) a decrease in the net interest margin to 3.93% compared to 4.20% in the fourth quarter, as the Company had on average about $3 billion in short-term investments during the quarter; (iv) impairment and valuation losses on securities of $249 million, of which $182 million related to purchases of AAA and AA-rated securities from Lockhart that were downgraded; (v) a noncash goodwill impairment loss of $634 million at Amegy Bank reducing its goodwill by 51%; and (vi) total gross extensions of credit of $3.8 billion, of which $1.9 billion were new loans (excluding loans acquired in the acquisition of the failed Alliance Bank by the Company’s California Bank & Trust subsidiary on February 6, 2009).

On April 20, 2009, Moody’s Investors Service downgraded the ratings of the Company’s senior debt to B2 with a negative outlook.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

The Company hereby incorporates the Exhibits to this Current Report on Form 8-K relating to the issuance and sale of the Company’s Senior Medium-Term Notes, Series A (the “Notes”) by reference into the Company’s Registration Statement on Form S-3 (No. 333-158319) (the “Registration Statement”) as supplemented by the Prospectus Supplement dated April 21, 2009.

  1.1 Distribution Agent Agreement, dated March 31, 2008

  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 Amendment #1 to the Auction Agent Agreement, dated April 30, 2008

99.3 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: April 21, 2009	By:	/s/ Thomas E. Laursen
		Thomas E. Laursen Executive Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
1.1	Distribution Agent Agreement, dated March 31, 2008
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	Amendment #1 to the Auction Agent Agreement, dated April 30, 2008
99.3	Information relating to Item 14 of the Registration Statement.

EX-1.1

EXHIBIT 1.1

Zions Bancorporation

Medium-Term Notes, Series A

Distribution Agreement

March 31, 2008

Zions Direct, Inc.

One South Main Street

17^th Floor

Salt Lake City, Utah 84111

Ladies and Gentlemen:

Zions Bancorporation, a Utah corporation (the “Company”), proposes to issue from time to time certain Medium-Term Notes, Series A (the “Securities”) (in an indeterminate amount that will not exceed a maximum aggregate principal amount of $500,000,000 outstanding at any given time, unless such limitation is subsequently modified by the Company’s board of directors) and agrees with you (the “Agent”) as set forth in this Distribution Agreement (the “Agreement”). Each of the terms “the Agents”, “such Agent”, “any Agent”, “an Agent”, “each Agent”, “the Purchasing Agent” and “the Selling Agent”, when used in this Agreement or in any Terms Agreement (as defined below) or in the Annexes hereto, shall mean Zions Direct, Inc., except at any time when more Agents are acting as such hereunder, as contemplated in Section 11 hereof.

The Company acknowledges and agrees that Zions Direct, Inc. may use the Prospectus (as defined below) in connection with offers and sales of the Securities as contemplated in the Prospectus under the caption “Supplemental Plan of Distribution—Market Making Resales by Affiliates” (“Secondary Market Transactions”). The Company further acknowledges and agrees that Zions Direct, Inc. is under no obligation to effect any Secondary Market Transactions and, if it does so, it may discontinue effecting such transactions at any time without providing any notice to the Company. The term “Agent”, whenever used in this Agreement, shall include Zions Direct, Inc. whether acting in its capacity as an Agent or acting in connection with a Secondary Market Transaction, except as may be specifically provided otherwise herein.

Subject to the terms and conditions stated herein and to the reservation by the Company of the right to issue Securities directly on its own behalf or through one or more underwriters, the Company hereby (i) appoints each Agent as an agent of the Company for the purpose of soliciting and receiving offers to purchase Securities from the Company pursuant to Section 2(a) hereof and (ii) agrees that, except as otherwise contemplated herein, whenever it determines to issue Securities directly to any Agent as principal, it will enter into a separate agreement (each such agreement, a “Terms Agreement”), substantially in the form of Annex I hereto or in such other form as may be agreed by the parties to that particular agreement, relating to such issue in accordance with Section 2(b) hereof. This Agreement shall not be construed to create either an obligation on the part of the Company to issue any Securities or an obligation of any of the Agents to purchase Securities as principal.

The Securities will be issued under the indenture, dated September 10, 2002 (the “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 “Trustee”), as amended or supplemented from time to time. The Securities shall have the maturity ranges, interest rates, if any, redemption provisions and other terms set forth in the Prospectus referred to below as it may be amended or supplemented from time to time. The Securities will be issued, and the terms and rights thereof established, from time to time by the Company in accordance with the Indenture.

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1. The Company represents and warrants to, and agrees with, each Agent that:

(a) An “automatic shelf registration statement” as defined under Rule 405 under the Securities Act of 1933, as amended (the “Act”), on Form S-3 (File No. 333-132868) in respect of the Securities has been filed by the Company with the Securities and Exchange Commission (the “Commission”) not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission to the use of such form of registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Company (the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement, including all exhibits thereto but excluding Form T-1 and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B under the Act to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the “Registration Statement”; the Base Prospectus (including the prospectus supplement dated March 6, 2008, the prospectus supplement dated March 31, 2008 and, if applicable, any other prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 4(b) hereof is hereinafter called the “Prospectus”; any reference herein to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of such prospectus; any supplement to the Prospectus that sets forth only the terms of a particular issue of the Securities and is filed in accordance with Section 4(a) hereof is hereinafter called a “Pricing Supplement”; any reference to any amendment or supplement to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act and any documents filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and incorporated therein, in each case, after the date of the Base Prospectus, such Preliminary Prospectus, or the Prospectus, as the case may be; and any reference herein to the “Prospectus as amended or supplemented”, other than in Section 1(c)(i) hereof, shall be deemed to refer to and include the Prospectus as amended or supplemented (including by the applicable Pricing Supplement and any other prospectus supplement specifically referred to in such Pricing Supplement) in relation to the Securities to be issued pursuant to this Agreement, in the form filed or transmitted for filing with the Commission pursuant to Rule 424(b) under the Act and in accordance with Section 4(a) hereof, including any documents incorporated by reference therein as of the date of such filing);

(b) No order preventing or suspending the use of the Prospectus, any Preliminary Prospectus or any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Securities (an “Issuer Free Writing Prospectus”) has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light 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 information furnished in writing to the Company by an Agent expressly for use therein;

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(c) (i) With respect to any issue of Securities to be issued pursuant to a Terms Agreement, the “Applicable Time” will be such time on the date of such Terms Agreement as is specified therein as the Applicable Time, and the “Pricing Disclosure Package” will be the Prospectus as amended or supplemented at the Applicable Time together with (A) the information referenced in Schedule II(b) to such Terms Agreement and (B) such other documents, if any, as may be listed in Schedule II(a) to such Terms Agreement, taken together; (ii) with respect to each such issue of Securities, the Pricing Disclosure Package, as of the Applicable Time, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (iii) with respect to each such issue of Securities, each Issuer Free Writing Prospectus listed in Schedule II(a) to the applicable Terms Agreement, if any, will not conflict with the information contained in the Registration Statement, the Prospectus or the Prospectus as amended or supplemented and, taken together with the Pricing Disclosure Package as of the Applicable Time, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading; provided, however, that the representations and warranties in clauses (ii) and (iii) of this Section 1(c) shall not apply to statements or omissions made in any Pricing Disclosure Package or Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by any Agent expressly for use therein;

(d) The documents incorporated by reference in any Pricing Supplement or the Prospectus as amended or supplemented when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the applicable requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents, when they became effective or were filed with the Commission, as the case may be, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the applicable requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light 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 information furnished in writing to the Company by an Agent expressly for use therein; and the financial statements of the Company and its consolidated subsidiaries incorporated by reference in the Registration Statement, any Pricing Supplement and the Prospectus as amended or supplemented, together with the related schedules and notes, present fairly in all material respects the financial position of the Company and its consolidated subsidiaries at the dates indicated and the results of operations and cash flows for the periods shown in such financial statements and, except as otherwise disclosed in the Registration Statement, any Pricing Supplement and the Prospectus as amended or supplemented, such financial statements have been prepared in conformity with generally accepted accounting principles (“GAAP”) in the United States applied on a consistent basis;

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(e) The Registration Statement and the Prospectus conform, and any further amendments or supplements to the Registration Statement or the Prospectus will conform, in all material respects, to the requirements of the Act and the Trust Indenture Act, as applicable, and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein 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 information furnished in writing to the Company by an Agent expressly for use therein;

(f) Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus as amended or supplemented; and, since the respective dates as of which information is given in the Registration Statement and the Prospectus as amended or supplemented, there has not been any change in the capital stock (other than (i) repurchases of common stock of the Company in an aggregate amount that is less than 2% of the number of outstanding shares of common stock on the date hereof and (ii) issuances of or other transfers of capital stock in the ordinary course of business pursuant to the Company’s employee benefit plans or awards issued thereunder) or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as disclosed, set forth or contemplated in the Prospectus as amended or supplemented;

(g) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus as amended or supplemented;

(h) The Company has an authorized capitalization as set forth in the Prospectus as amended or supplemented, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable;

(i) The form of Securities has been duly and validly authorized and, when the Securities are issued and delivered against payment therefor pursuant to this Agreement and any Terms Agreement relating to such Securities, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture, under which they are to be issued, which will be substantially in the form filed as an exhibit to the Registration Statement; the Indenture has been duly authorized and duly qualified under the Trust Indenture Act and, when executed and delivered by the Company and the Authentication Agent on behalf of the Trustee, will constitute a valid and legally binding instrument of the Company, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indenture conforms, and the Securities will conform, to the descriptions thereof set forth in the Prospectus as amended or supplemented relating to such Securities;

(j) The issue and sale of the Securities, the compliance by the Company with all of the provisions of the Securities, the Indenture, and this Agreement, and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or

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violation of any of the terms or provisions of, or constitute a default under, any indenture, loan agreement or material mortgage, deed of trust or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Restated Articles of Incorporation, as amended, or Restated Bylaws of the Company or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except such as have been obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Agents;

(k) The statements set forth in the Prospectus under the captions “Supplemental Description of Notes” and “Description of Debt Securities We May Offer”, insofar as they purport to constitute a summary of the terms of the Securities, and under the captions “Supplemental Plan of Distribution” and “Plan of Distribution”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair;

(l) Neither the Company nor any of its significant subsidiaries (as defined in Rule 1-02 of Regulation S-X of the Commission) (each, a “Significant Subsidiary”) is in violation of its charter or bylaws or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, loan agreement or material mortgage, deed of trust or other agreement or instrument to which it is a party or by which it or any of its properties may be bound;

(m) Other than as set forth in the Prospectus as amended or supplemented, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which would, individually or in the aggregate, have a material adverse effect on the current or future consolidated financial position, shareholders’ equity or results of operations of the Company and its subsidiaries; and, to the best of the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(n) (i) (A) At the time of filing of the Registration Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus) and (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 under the Act, the Company was a “well-known seasoned issuer” as defined in Rule 405 under the Act; and (ii) at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Securities, the Company was not an “ineligible issuer” as defined in Rule 405 under the Act;

(o) The Company is not and, after giving effect to the offering and sale of the Securities, will not be an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

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(p) Ernst & Young LLP, who have certified certain financial statements of the Company and its subsidiaries, and have audited the Company’s internal control over financial reporting and management’s assessment thereof, are independent public accountants as required by the Act and the rules and regulations of the Commission thereunder;

(q) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction;

(r) The Company is a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and each of the Company’s banking subsidiaries holds the requisite authority from its respective banking regulatory authority to do business as a national banking association under the laws of the United States or as a state-chartered banking corporation under the laws of such subsidiary’s jurisdiction of incorporation, as the case may be;

(s) Each Significant Subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation, and all of the issued shares of capital stock of each such Significant Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and (except for directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims;

(t) As of the date hereof, the Company maintains a system of internal control over “financial reporting” (as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting;

(u) Since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as of the date hereof, there has been no change in the Company’s internal control over financial reporting that has materially adversely affected, or is reasonably likely to materially adversely affect, the Company’s internal control over financial reporting; and

(v) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities, and such disclosure controls and procedures are effective.

2. (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, as agent of the Company, to use its reasonable efforts to solicit and receive offers to purchase the Securities to be issued by the Company upon the terms and conditions set forth in the Prospectus as amended or supplemented from time to time.

Procedural details relating to the issue and delivery of Securities, the solicitation of offers to purchase Securities and the payment in each case therefor shall be as set forth in the Administrative Procedure attached hereto as Annex II as it may be amended or supplemented

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from time to time by written agreement between the Agents and the Company (the “Administrative Procedure”). The provisions of the Administrative Procedure shall apply to all transactions contemplated hereunder other than those made pursuant to a Terms Agreement. Each Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by each of them in the Administrative Procedure. The Company will furnish to the Trustee and Zions First National Bank (the “Authenticating Agent”) a copy of the Administrative Procedure as in effect from time to time.

The Company reserves the right, in its sole discretion, to suspend solicitation of offers to purchase Securities from the Company commencing at any time for any period of time or permanently. The Company shall be entitled to suspend such solicitation as to any Agent or all of the Agents, as determined by the Company. Upon receipt of instructions from the Company, the relevant Agent or Agents shall suspend solicitation of offers to purchase Securities until such time as the Company has advised such Agent or Agents that such solicitation may be resumed.

Unless otherwise agreed pursuant to a Terms Agreement, the Company agrees to pay each Agent a commission, at the time of settlement of any issue of a Security by the Company as a result of a solicitation made by such Agent, in an amount to be determined by mutual agreement between the Company and such Agent, which shall not exceed the limits prescribed by the Financial Industry Regulatory Authority (“FINRA”) and which shall otherwise be on terms customary for transactions of the nature contemplated by any such Terms Agreement.

(b) Each issue of Securities by the Company to any Agent as principal shall be made in accordance with the terms of this Agreement and (unless the Company and such Agent shall otherwise agree) a Terms Agreement which will provide for the issue of such Securities by the Company to, and the purchase thereof by, such Agent; a Terms Agreement may also specify certain provisions relating to the reoffering of such Securities by such Agent; the commitment of any Agent to purchase Securities as principal, whether pursuant to any Terms Agreement or otherwise, shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth; each Terms Agreement shall specify the principal amount of Securities to be purchased by any Agent pursuant thereto, the purchase price to be paid to the Company for such Securities, any provisions relating to rights of, and default by, Agents acting together with such Agent in the reoffering of the Securities and the time and date and place of delivery of and payment for such Securities; such Terms Agreement shall also specify any requirements for opinions of counsel, accountants’ letters and officers’ certificates pursuant to Section 4 hereof, and such Terms Agreement may also include such other provisions (including provisions that modify this Agreement insofar as it sets forth the agreement between the Company and such Agent) as the Company and such Agent may agree upon. Unless otherwise agreed between the Company and the relevant Agents, where more than one Agent has agreed with the Company to purchase a particular issue of Securities pursuant to this subsection, the obligations of such Agents so to purchase such Securities shall be several and not joint.

For each issue of Securities by the Company to an Agent as principal that is not made pursuant to a Terms Agreement, the procedural details relating to the issue and delivery of such Securities and payment therefor shall be as set forth in the Administrative Procedure. For each such issue of Securities by the Company to an Agent as principal that is not made pursuant to a Terms Agreement, the Company agrees to pay such Agent a commission (or grant an equivalent discount), in an amount to be determined by mutual agreement between the Company and such Agent, which shall not exceed the limits prescribed by FINRA, and which shall otherwise be on terms customary for transactions of the nature contemplated by any such Terms Agreement.

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Each time and date of delivery of and payment for Securities to be purchased by an Agent as principal, whether set forth in a Terms Agreement or in accordance with the Administrative Procedure, is referred to herein as a “Time of Delivery”.

(c) Nothing in this Agreement shall be read or deemed to preclude the Company and one or more of the Agents from modifying or supplementing this Agreement (including the Administrative Procedure) insofar as it applies to transactions between them without such modifications or supplemental provisions being made of general applicability to transactions between the Company and all of the Agents.

3. The Commencement Date (as defined below) shall be the day prior to the date on which solicitation of offers to purchase Securities is commenced or on which any Terms Agreement is executed or at such other time and date as may be agreed to by the Agents and the Company (such time and date being referred to herein as the “Commencement Date”).

4. The Company agrees with each Agent:

(a) (i) to prepare, with respect to any Securities to be issued by the Company through or to such Agent pursuant to this Agreement, a Pricing Supplement with respect to such Securities in a form previously approved by such Agent and to file such Pricing Supplement pursuant to Rule 424(b) under the Act not later than the close of business of the Commission on the fifth business day after the date on which such Pricing Supplement is first used or at such earlier time as required under Rule 424(b) under the Act;

(ii) with respect to any issue of Securities to be issued pursuant to a Terms Agreement, but only if requested by the Agents party to such Terms Agreement prior to the Time of Sale (as defined below), to prepare a final term sheet relating to such Securities in a form as may reasonably be agreed to by the Agents party to such Terms Agreement and to file such final term sheet pursuant to Rule 433(d) under the Act within the time required by such rule;

(iii) to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act;

(iv) to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and so long as the delivery of a prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering or sale of the Securities (including in any Secondary Market Transactions during the Secondary Transactions Period (as defined below)), and during such same period to advise the Agents, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or has become effective or any supplement to the Prospectus or any amended Prospectus (other than any Pricing Supplement that relates to Securities not purchased through or by such Agent) has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus in respect of the Securities, of any notice of objection of the Commission to the use of the form of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act relating to the Securities, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the form of the Registration Statement or the Prospectus or for additional information; and

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(v) in the event of the issuance of any stop order or of any order preventing or suspending the use of any such prospectus in respect of the Securities or suspending any such qualification, to promptly use its reasonable best efforts to obtain the withdrawal of such order; and in the event of any such issuance of a notice of objection, promptly to take such reasonable steps as may be necessary to permit offers and sales of the Securities by the Agents, which may include, without limitation, amending the Registration Statement or filing a new registration statement, at the Company’s expense (references herein to the Registration Statement shall include any such amendment or new registration statement);

(b) If required by Rule 430B(h) under the Act, to prepare a form of prospectus in a form approved by Zions Direct, Inc. and to file such form of prospectus pursuant to Rule 424(b) under the Act not later than may be required by Rule 424(b) under the Act; and to make no amendment or supplement to the Registration Statement or the Prospectus (i) prior to the Commencement Date which shall be disapproved by any Agent promptly after reasonable notice thereof, (ii) after the date of any Terms Agreement or other agreement by an Agent to purchase Securities as principal and prior to the related Time of Delivery which shall be disapproved by any Agent party to such Terms Agreement or so purchasing as principal promptly after reasonable notice thereof or (iii) during the period beginning on the Commencement Date and continuing for as long as may be required under applicable law, in the reasonable judgment of such Agent after consultation with the Company, in order to offer and sell any Securities in Secondary Market Transactions as contemplated by the Prospectus (the “Secondary Transactions Period”) which shall be disapproved by such Agent promptly after reasonable notice thereof;

(c) To make no further amendment or supplement to such form of prospectus which shall be disapproved by Zions Direct, Inc. promptly after reasonable notice thereof;

(d) Promptly from time to time to take such action as such Agent may reasonably request to qualify the Securities for offering, issue and sale under the securities laws of such jurisdictions as such Agent may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution or sale of the Securities (including in any Secondary Market Transactions during the Secondary Transactions Period); provided, however, that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(e) (i) if the delivery of a prospectus or, in lieu thereof, the notice referred to in Rule 173(a) under the Act is required at any time prior to the expiration of nine months after the time of issue of the applicable Pricing Supplement in connection with the offering, issue or sale of the Securities (including Securities purchased by such Agent as principal and including in any Secondary Market Transactions during the Secondary Transactions Period, whether before or after such expiration) and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus or, in lieu thereof, the notice referred to in Rule 173(a) under the Act is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify such Agent and request such Agent, in its capacity as agent of the Company, to suspend solicitation of offers to purchase Securities (and, if so notified, such Agent shall cease such solicitations as soon as practicable, but in any event not later than one business day later); and if the Company shall decide to amend or supplement the Registration Statement or the Prospectus as then amended or supplemented, to so advise such Agent promptly by telephone (with confirmation in writing) and to prepare and cause to be filed promptly with the Commission an amendment or supplement to the Registration Statement or the Prospectus as then amended or supplemented that will correct such statement or omission or effect such compliance; and

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(ii) notwithstanding paragraph (i) above, if during the period specified in such paragraph such Agent continues to own Securities purchased by such Agent as principal or such Agent is otherwise required to deliver a prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Act) in respect of transactions in the Securities (including any Secondary Market Transactions during the Secondary Transactions Period), the Company shall promptly prepare and file with the Commission such an amendment or supplement and furnish without charge to such Agent as many copies as it may from time to time during such period reasonably request of such amendment or supplement; provided, however, that the Company may elect, upon notice to such Agent not to comply with this paragraph (ii) with respect to any Secondary Market Transaction, but only for a period or periods that the Company reasonably determines are necessary in order to avoid premature disclosure of material, non-public information, unless, notwithstanding such election, such disclosure would otherwise be required under this Agreement. Upon receipt of any such notice, each Agent shall cease using the Prospectus or any amendment or supplement thereto in connection with Secondary Market Transactions until it receives notice from the Company that it may resume using such document (or such document as it may be amended or supplemented);

(f) To make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158 under the Act);

(g) To pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Act;

(h) So long as such Agent is continuing to solicit and receive offers to purchase Securities in accordance with the terms and conditions of this Agreement, to furnish to such Agent upon request copies of all reports or other communications (financial or other) furnished to stockholders generally and to deliver to such Agent copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed;

(i) That, from the date of any Terms Agreement with such Agent or other agreement by such Agent to purchase Securities as principal and continuing to and including the later of (i) the termination of the “restricted period”, as such term is defined under Regulation M, relating to the Securities purchased thereunder, as notified to the Company by such Agent and (ii) the related Time of Delivery, the Company will not, without the prior written consent of such Agent, offer, issue, contract to issue or otherwise dispose of any debt securities of the Company which are substantially similar to such Securities;

(j) That each acceptance by the Company of an offer to purchase Securities hereunder (including any purchase by such Agent as principal not pursuant to a Terms Agreement), and each execution and delivery by the Company of a Terms Agreement with such Agent, shall be deemed to be an affirmation to such Agent that the representations and warranties of the Company contained in or made pursuant to this Agreement are true and correct as of the date of such acceptance or of such Terms Agreement, as the case may be, as though made at and

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as of such date, and an undertaking that such representations and warranties will be true and correct as of the settlement date for the Securities relating to such acceptance or as of the Time of Delivery relating to such issue, as the case may be, as though made at and as of such date (except that such representations and warranties shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented relating to such Securities);

(k) That each time the Company issues Securities to such Agent as principal pursuant to a Terms Agreement and such Terms Agreement specifies the delivery of an opinion under this Section 4(k) as a condition to the purchase for Securities pursuant to such Terms Agreement, the Company shall furnish or cause to be furnished forthwith to such Agent a written opinion of Sullivan & Cromwell LLP and Callister Nebeker & McCullough, a Professional Corporation, the Company’s counsel, or other counsel for the Company satisfactory to such Agent, dated the date of such amendment or supplement or the Time of Delivery relating to such issue, as the case may be, in form satisfactory to such Agent, to the effect that such Agent may rely on the opinion of such counsel referred to in Sections 7(b) and 7(c) hereof which was last furnished to such Agent to the same extent as though it were dated the date of such letter authorizing reliance (except that the statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or, in lieu of such opinion, an opinion of the same tenor as the opinion of such counsel referred to in Sections 7(b) and 7(c) hereof but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date;

(l) That each time the Company issues Securities to such Agent as principal pursuant to a Terms Agreement and such Terms Agreement specifies the delivery of a letter under this Section 4(l) as a condition to the purchase of Securities pursuant to such Terms Agreement, the Company shall cause the independent certified public accountants who have certified the financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement forthwith to furnish such Agent a letter, dated the date of such amendment or supplement or the Time of Delivery relating to such issue, as the case may be, in form satisfactory to such Agent, of the same tenor as the letter referred to in Section 7(d) hereof but modified to relate to the Registration Statement and the Prospectus as amended or supplemented to the date of such letter, with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company, to the extent such financial statements and other information are available as of a date not more than five business days prior to the date of such letter; provided, however, that, with respect to any financial information or other matter, such letter may reconfirm as true and correct at such date as though made at and as of such date, rather than repeat, statements with respect to such financial information or other matter made in the letter referred to in Section 7(d) hereof which was last furnished to such Agent;

(m) That each time the Company issues Securities to such Agent as principal and the applicable Terms Agreement specifies the delivery of a certificate under this Section 4(m) as a condition to the purchase of Securities pursuant to such Terms Agreement, the Company shall furnish or cause to be furnished forthwith to such Agent a certificate, dated the date of such supplement or amendment or the Time of Delivery relating to such issue, as the case may be, in such form and executed by such officers of the Company as shall be satisfactory to such Agent, to the effect that the statements contained in the certificates referred to in Section 7(h) hereof which were last furnished to such Agent are true and correct at such date as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date), or, in lieu of such certificate, certificates of the same tenor as the certificates referred to in said Section 7(h) but modified to relate to the Registration Statement and the Prospectus as amended and supplemented to such date;

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(n) To offer to any person who has agreed to purchase Securities from the Company as the result of an offer to purchase solicited by such Agent the right to refuse to purchase and pay for such Securities if, on the related settlement date fixed pursuant to the Administrative Procedure, any condition set forth in Section 7(a), 7(d), 7(e) or 7(f) hereof shall not have been satisfied (it being understood that the judgment of such person with respect to the impracticability or inadvisability of such purchase of Securities shall be substituted, for purposes of this Section 4(n), for the respective judgments of an Agent with respect to certain matters referred to in such Sections 7(d) and 7(e), and that such Agent shall have no duty or obligation whatsoever to exercise the judgment permitted under such Sections 7(d) and 7(e) on behalf of any such person); and

(o) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Prospectus, the Prospectus as amended or supplemented or the Pricing Supplement, or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the affected Agents and, if requested by the affected Agents, will prepare and furnish without charge to each Agent an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that if such statements or omissions were made in an Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by an Agent expressly for use therein, the Company will be reimbursed by the Agents for its reasonable costs of preparing and furnishing such Issuer Free Writing Prospectus or other document.

5. (a) (i) The Company represents and agrees that it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act, without the prior consent of Zions Direct, Inc. and that, with respect to any issue of Securities to be sold pursuant to a Terms Agreement, Schedule II(a) to such Terms Agreement will include a complete list of any free writing prospectuses for which the Company has received such consent;

(ii) Each Agent represents and agrees that it has not made and will not make any offer relating to the Securities that would constitute a “free writing prospectus” as defined in Rule 405 under the Act without the prior consent of the Company and Zions Direct, Inc. and that, with respect to any issue of Securities to be issued pursuant to a Terms Agreement, Schedule II(a) to such Terms Agreement will be a complete list of any free writing prospectuses for which the Agents have received such consent;

(b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and

(c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in the Registration Statement, the Prospectus, the Prospectus as amended or supplemented or the Pricing Supplement, or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the affected Agents and, if requested by the affected Agents, will prepare and furnish without charge to each Agent an Issuer Free Writing Prospectus or other document which will correct such conflict, statement or omission; provided, however, that if such statements or omissions were made in an Issuer Free Writing Prospectus in reliance upon and in

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conformity with information furnished in writing to the Company by an Agent expressly for use therein, the Company will be reimbursed by the Agents for its reasonable costs of preparing and furnishing such Issuer Free Writing Prospectus or other document; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with information furnished in writing to the Company by an Agent expressly for use therein.

6. The Company covenants and agrees with each Agent that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus and any Pricing Supplement and all other amendments and supplements thereto and the mailing and delivering of copies thereof to such Agent; (ii) the cost of printing or reproducing this Agreement, any Terms Agreement, the Indenture, any Blue Sky and Legal Investment Memoranda, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 4(d) hereof, including the fees and disbursements of counsel for the Agents in connection with such qualification and in connection with the Blue Sky and Legal Investment Surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) any filing fees incident to, and the fees and disbursements of counsel for the Agents in connection with, any required review by the FINRA of the terms of the issue or sale of the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any Trustee and any agent of any Trustee and any transfer, authenticating or paying agent of the Company and the fees and disbursements of counsel for any Trustee or such agent in connection with any Indenture and the Securities; and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Section 8 hereof, the Agents will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

7. The obligation of any Agent, as agent of the Company, at any time (“Solicitation Time”) to solicit offers to purchase the Securities from the Company and the obligation of any Agent to purchase Securities from the Company as principal, pursuant to any Terms Agreement or otherwise, shall in each case be subject, in such Agent’s discretion, to the condition that all representations and warranties and other statements of the Company herein (and, in the case of an obligation of an Agent under a Terms Agreement, in or incorporated by reference in such Terms Agreement) are true and correct at and as of the Commencement Date and any applicable date referred to in Section 4(h) hereof that is prior to such Solicitation Time or at and as of both such Time of Delivery and Time of Sale, as the case may be (“Time of Sale” shall mean, with respect to any obligation of an Agent to purchase Securities as principal, the time when the related Terms Agreement becomes effective or, if there is no Terms Agreement, the time when the Agent otherwise becomes committed to purchase the Securities, as the case may be), and at and as of such Solicitation Time or Time of Delivery; the condition that prior to such Solicitation Time or Time of Delivery, as the case may be, the Company shall have performed all of its obligations hereunder theretofore to be performed; and the following additional conditions:

(a) With respect to any Securities issued at or prior to such Solicitation Time or Time of Delivery, as the case may be, the Prospectus as amended or supplemented (including the Pricing Supplement) with respect to such Securities shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; the final term sheet contemplated by Section 5(a) hereof, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission

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within the applicable time periods prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission and no notice of objection of the Commission to the use of the form of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the reasonable satisfaction of such Agent;

(b) If required by the applicable Terms Agreement, Sullivan & Cromwell LLP, counsel for Zions Direct, Inc., or other counsel satisfactory to such Agent, shall have furnished to the such Agent such written opinion or opinions, dated as of the Time of Delivery specified in the applicable Terms Agreement referred to in Section 4(k) hereof, with respect to the matters covered in paragraphs (i), (vii), (viii), (ix), (xiii), (xiv), (xv) and (xvi) of subsection (c) below as well as such other related matters as such Agent may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

(c) If required by the applicable Terms Agreement, Callister Nebeker & McCullough, a Professional Corporation, counsel for the Company, shall have furnished to the Agents their written opinion, dated as of the Time of Delivery specified in the applicable Terms Agreement referred to in Section 4(k) hereof, in form and substance satisfactory to such Agent, to the effect that:

(i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the state of Utah with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus as amended or supplemented;

(ii) The Company has an authorized capitalization as set forth in the Prospectus as amended or supplemented;

(iii) The Company has been duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification or is subject to no material liability or disability by reason of the failure to be so qualified in any such jurisdiction (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company, provided that such counsel shall state that they believe that both the Agents and they are justified in relying upon such opinions and certificates);

(iv) The Company is a bank holding company registered under the Bank Holding Company Act of 1956, as amended; and each of the Company’s banking subsidiaries holds the requisite authority from its respective banking regulatory authority to do business as a national banking association under the laws of the United States or as a state-chartered banking corporation under the laws of such subsidiary’s jurisdiction of incorporation, as the case may be;

(v) Each Significant Subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation; and all of the issued shares of capital stock of each such Significant Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable, and (except for directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens,

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encumbrances, equities or claims (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and in respect of matters of fact upon certificates of officers of the Company or its Significant Subsidiaries, provided that such counsel shall state that they believe that both the Agents and they are justified in relying upon such opinions and certificates);

(vi) To the best of such counsel’s knowledge and other than as set forth in the Prospectus as amended or supplemented, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which would individually or in the aggregate have a material adverse effect on the current or future consolidated financial position, shareholders’ equity or results of operations of the Company and its subsidiaries taken as a whole; and, to the best of such counsel’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others;

(vii) This Agreement has been duly authorized, executed and delivered by the Company;

(viii) The form of Securities has been duly and validly authorized and, when the Securities are issued and delivered against payment therefor pursuant to this Agreement and any Terms Agreement relating to such Securities, will have been duly executed, authenticated, issued and delivered and will constitute valid and legally binding obligations of the Company entitled to the benefits provided by the Indenture; and the Indenture conforms, and the Securities will conform to the descriptions thereof set forth in the Prospectus or the Prospectus as amended or supplemented relating to such Securities;

(ix) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors’ rights and to general equity principles; and the Indenture has been duly qualified under the Trust Indenture Act;

(x) The issue and sale of the Securities and the compliance by the Company with all of the provisions of the Securities, the Indenture, this Agreement and any Terms Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, loan agreement or material mortgage, deed of trust or other agreement or instrument known to such counsel to which the Company or any of its Significant Subsidiaries is a party or by which the Company or any of its Significant Subsidiaries is bound or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject, nor will such actions result in any violation of the provisions of the Restated Articles of Incorporation, as amended, or Restated Bylaws of the Company or any statute or any order, rule or regulation known to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its Significant Subsidiaries or any of their properties; provided that such counsel need express no opinion in this subsection (x) with respect to state securities laws or the U.S. federal securities laws;

(xi) No consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement, any Terms Agreement or the Indenture, except such as have been obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Agents;

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(xii) Neither the Company nor any of its banking subsidiaries is in violation of its articles of incorporation or bylaws or similar organizational documents or in default in the performance or observance of any material obligation, covenant or condition contained in any indenture or material loan agreement, lease, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it or any of its properties may be bound;

(xiii) The statements set forth in the Preliminary Prospectus and Prospectus as amended and supplemented under the captions “Supplemental Description of Notes” and “Description of Debt Securities We May Offer”, insofar as they purport to constitute a summary of the terms of the Securities, and under the captions “Supplemental Plan of Distribution” and “Plan of Distribution”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair;

(xiv) The Company is not an “investment company” or an entity “controlled” by an “investment company”, as such terms are defined in the Investment Company Act;

(xv) The documents incorporated by reference in the Prospectus as amended and supplemented (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when they became effective or were filed with the Commission, as the case may be, complied as to form in all material respects with the applicable requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder; and the Registration Statement, the Prospectus and any further amendments and supplements thereto, as applicable, made by the Company prior to any Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations thereunder; and

(xvi) Although they do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Prospectus as amended or supplemented, or the documents incorporated by reference therein, except for those referred to in the opinion in subsection (xiii) of this Section 7(c), they have no reason to believe: (i) that any of the documents incorporated by reference in the Prospectus as amended or supplemented, when they became effective or were so filed, as the case may be, contained, in the case of a registration statement, if any, which became effective under the Act, an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or, in the case of other documents which were filed under the Act or the Exchange Act with the Commission, an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such documents were so filed, not misleading; (ii) that any part of the Registration Statement or any further amendment thereto made by the Company prior to the Time of Delivery (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), when such part or amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (iii) that the Pricing Disclosure Package (other than the financial statements and related schedules therein, as to which such counsel need express no opinion), as of the Applicable Time, contained an untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iv) that, as of its date and as of the Time of Delivery, the Prospectus or any further amendment or supplement thereto made by the Company prior to the Time of Delivery

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(other than the financial statements and related schedules therein, as to which such counsel need express no opinion) contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and they do not know of any amendment to the Registration Statement required to be filed or of any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Prospectus or required to be described in the Registration Statement, the Base Prospectus or the Prospectus as amended or supplemented which are not filed or incorporated by reference or described as required;

(d) If required by the applicable Terms Agreement, not later than 10:00 a.m., New York City time, on the day of the Time of Delivery specified in the applicable Terms Agreement referred to in Section 4(l) hereof, the independent accountants of the Company who have certified the financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement shall have furnished to such Agent a letter, dated such applicable date, as the case may be, in form and substance satisfactory to such Agent, to the effect set forth in Annex III hereto;

(e) (i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus as amended or supplemented any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus as amended and supplemented, and (ii) since the respective dates as of which information is given in the Prospectus as amended and supplemented there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, shareholders’ equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Prospectus as amended and supplemented, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of such Agent after consultation with the Company, so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Prospectus as amended and supplemented;

(f) On or after the Applicable Time, (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities or preferred stock by any “nationally recognized statistical rating organization”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities or preferred stock;

(g) On or after the Applicable Time, there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or on the NASDAQ Global Securities Market (“Nasdaq”); (ii) a suspension or material limitation in trading in the Company’s securities on Nasdaq; (iii) a general moratorium on commercial banking activities declared by either Federal or New York, California, Utah, Nevada, Colorado, Washington, Idaho, Arizona or Texas State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the judgment of such

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Agent, makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Prospectus as amended or supplemented prior to the date of the Pricing Supplement relating to the Securities to be delivered at the relevant Time of Delivery; and

(h) If required by the applicable Terms Agreement, the Company shall have furnished or caused to be furnished to such Agent certificates of officers of the Company dated as of the Time of Delivery specified in the applicable Terms Agreement referred to in Section 4(m) hereof, in such form and executed by such officers of the Company as shall be satisfactory to such Agent as to the accuracy of the representations and warranties of the Company herein at and as of such applicable date, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such time, as to the matters set forth in subsections (a) and (d) of this Section and as to such other matters as such Agent may reasonably request.

8. (a) The Company will indemnify and hold harmless each Agent against any losses, claims, damages or liabilities, joint or several, to which such Agent may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Base Prospectus, any Preliminary Prospectus and the Prospectus as amended or supplemented, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Agent for any legal or other expenses reasonably incurred by such Agent in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, the Registration Statement, the Base Prospectus, any Preliminary Prospectus and the Prospectus as amended or supplemented or any such amendment or supplement, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use therein.

(b) Each Agent will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the Base Prospectus, any Preliminary Prospectus and the Prospectus as amended or supplemented, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, the Registration Statement, the Base Prospectus, any Preliminary Prospectus and the Prospectus as amended or supplemented, or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use therein; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the

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indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection except and then only to the extent such indemnifying party is materially prejudiced thereby. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and each Agent on the other from the offering of the Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and each Agent on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and each Agent on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company to the total discounts and commissions received by such Agent. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Agent on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and each Agent agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if all Agents were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Agent shall be required to contribute any amount in excess of the amount by

19

which the total price at which the applicable Securities purchased by it (or by persons solicited by it) were sold exceeds the amount of any damages which such Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Agents in this subsection (d) to contribute are several in proportion to their respective purchase or solicitation obligations with respect to such Securities and not joint.

(e) The obligations of the Company under this Section shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Agent within the meaning of the Act and each broker-dealer affiliate of any Agent; and the obligations of the Agents under this Section shall be in addition to any liability which the respective Agent may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act.

9. Each Agent, in soliciting offers to purchase Securities from the Company and in performing the other obligations of such Agent hereunder (other than in respect of any purchase by an Agent as principal, pursuant to a Terms Agreement or otherwise), is acting solely as agent for the Company and not as principal. Each Agent will make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Securities from the Company was solicited by such Agent and has been accepted by the Company, but such Agent shall not have any liability to the Company in the event such purchase is not consummated for any reason. If the Company shall default on its obligation to deliver Securities to a purchaser whose offer it has accepted, the Company shall (i) hold each Agent harmless against any loss, claim or damage arising from or as a result of such default by the Company and (ii) notwithstanding such default, pay to the Agent that solicited such offer any commission to which it would be entitled in connection with such purchase.

10. The respective indemnities, agreements, representations, warranties and other statements of the Company and each Agent, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Agent or any controlling person of any Agent, or the Company, or any officer or director or controlling person of the Company, and shall survive each delivery of and payment for any of the Securities.

11. (a) The provisions of this Agreement relating to the solicitation of offers to purchase Securities from the Company may be suspended or terminated at any time by the Company as to any Agent or by any Agent as to such Agent upon the giving of written notice of such suspension or termination to such Agent or the Company, as the case may be. In the event of such suspension or termination with respect to any Agent, (i) this Agreement shall remain in full force and effect with respect to any Agent as to which such suspension or termination has not occurred, (ii) this Agreement shall remain in full force and effect with respect to the rights and obligations of any party which have previously accrued or which relate to Securities which are already issued, agreed to be issued or the subject of a pending offer at the time of such suspension or termination (including all Securities that may be the subject of a Secondary Market Transaction at any time during the Secondary Transactions Period), and (iii) in any event, this Agreement shall remain in full force and effect insofar as the fourth paragraph of Section 2(a) and Sections 4(f), 4(h), 6, 8, 9 and 10 hereof are concerned.

(b) The Company, in its sole discretion, may appoint one or more additional parties to act as Agents hereunder from time to time. Any such appointment shall be made in a writing signed by the Company and the party so appointed. Such appointment shall become effective in accordance with its terms after the execution and delivery of such writing by the Company and

20

such other party. When such appointment is effective, such other party shall be deemed to be one of the Agents referred to in, and to have the rights and obligations of an Agent under, this Agreement, subject to the terms and conditions of such appointment. The Company shall deliver a copy of such appointment to each other Agent promptly after it becomes effective.

12. The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement and each Terms Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arm’s-length commercial transaction between the Company, on the one hand, and the several Agents, on the other, (ii) in connection with each transaction contemplated hereby and the process leading to such transaction each Agent is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Agent has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to any of the transactions contemplated hereby or the process leading thereto (irrespective of whether such Agent has advised or is currently advising the Company on other matters) and no Agent has any obligation to the Company with respect to the transactions contemplated hereby except the obligations expressly set forth in this Agreement and the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Agents, or any of them, have rendered advisory services of any nature or respect, or owe a fiduciary or similar duty to the Company, in connection with such transactions or the process leading thereto.

13. Except as otherwise specifically provided herein or in the Administrative Procedure, all statements, requests, notices and agreements hereunder shall be in writing, or by telephone if promptly confirmed in writing, and if to the Agent, Zions Direct, Inc., shall be sufficient in all respects when delivered or sent by e-mail, telex or facsimile transmission to Zions Direct, Inc., One South Main Street, 17th Floor, Salt Lake City, Utah 84111 (Facsimile: (801) 524-4659); if to any Agent other than Zions Direct, Inc., the facsimile number or address provided by such Agent to the Company in the documents appointing such Agent as an Agent under this Agreement; and if to the Company shall be delivered or sent by e-mail, telex or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Secretary. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

14. This Agreement and each Terms Agreement shall be binding upon, and inure solely to the benefit of, the Agents, the Company and, to the extent provided in Sections 8 and 10 hereof, the officers and directors of the Company and each person who controls the Company or any Agent, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement or any such Terms Agreement. No purchaser of any of the Securities from any Agent shall be deemed a successor or assign by reason merely of such purchase.

15. The Agents may assign or transfer their rights or obligations under this Agreement with the prior written consent of the Company. If the Agents assign their rights or transfer their obligations as provided in this Section, the relevant assignee or transferee shall be treated as if it were a party to this Agreement with effect from the date on which such assignment or transfer takes effect; provided that any transfer shall only become effective when the Company has received an undertaking from the transferee to be bound by this Agreement and to perform the obligations transferred to it. Such assignment or transfer shall not affect any rights or obligations (including, but not limited to, those arising under Sections 7, 8 or 11) that have accrued at the time of assignment or transfer or that accrue thereafter to the Agents in relation to any act or omission or alleged act or omission that occurred prior to such assignment or transfer.

16. Time shall be of the essence of this Agreement and any Terms Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

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17. This Agreement and any Terms Agreement supersede all prior agreements and understandings (whether written or oral) between the Company and the Agents, or any of them, with respect to the subject matter hereof.

18. This Agreement and any Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York.

19. This Agreement and any Terms Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. This Agreement may be delivered by any party by facsimile or other electronic transmission.

20. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Agents imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

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If the foregoing is in accordance with your understanding, please sign and return to us three counterparts hereof, whereupon this letter and the acceptance by you thereof shall constitute a binding agreement between the Company and you in accordance with its terms.

Very truly yours,
Zions Bancorporation
By:	/s/ W. DAVID HEMMINGWAY
	Name: W. David Hemmingway
	Title: Executive Vice President

Accepted as of the date hereof:
Zions Direct, Inc.
By:	/s/ JAMES R. COOPER
	Name: James R. Cooper
	Title: Senior Vice President

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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):

2

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

3

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.

4

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:

5

(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;

6

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

7

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

8

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

9

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

11

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

12

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

14

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

15

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;

17

• “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.

21

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

22

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

23

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

24

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.

25

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

April 21, 2009

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 April 21, 2009 (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, 2009, contained in the Company’s Registration Statement on Form S-3 (File No. 333-158319) 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,

/s/ 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

April 21, 2009

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 April 21, 2009 (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 Mellon 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, 2009, contained in the Company’s Registration Statement on Form S-3 (File No. 333-158319) 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

Zions Bancorporation

March 11, 2008

Page 2

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

Zions Bancorporation

March 11, 2008

Page 3

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

April 21, 2009

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 April 21, 2009 (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, 2009, contained in the Company’s Registration Statement on Form S-3 (File No. 333-158319) 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,

/s/ 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.

2

(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.

3

(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

4

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

ZIONS BANCORPORATION

AMENDMENT NO. 1 TO THE

AUCTION AGENT AGREEMENT

dated as of April 30, 2008

Relating to the

Senior Medium-Term Notes Program, Series A

of

ZIONS BANCORPORATION

ZIONS DIRECT, INC.

as Auction Agent

This Amendment No. 1 to the Auction Agent Agreement (this “Amendment”), dated as of April 30, 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 6, 2008, the Issuer and Auction Agent entered into the Auction Agent Agreement (the “Agreement”); and

WHEREAS, the Issuer and Auction Agent desire to amend the Agreement with respect to the terms of the Auction Agent’s compensation in connection with the Issuer’s Senior Medium-Term Notes Program, Series A (collectively, the “Securities”).

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:

1. Amendments to the Agreement.

a. Section 4.3(a) is hereby amended and restated in its entirety as follows:

4.3 Compensation, Expenses and Indemnification.

(a) The Issuer shall pay the Auction Agent, at the time of settlement of any issue of a Security by the Issuer pursuant to an Auction, a number of basis points to be determined by mutual agreement between the Issuer and the Auction Agent times the principal amount of Securities sold in each Auction in consideration for all services to be rendered by the Auction Agent under this Agreement.

b. Section 6.3 is hereby amended and restated in its entirety as follows:

6.3 Entire Agreement.

The Agreement, this Amendment and the Constituent Documents (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.

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

3. Governing Law. This Amendment 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.

IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to the 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

EX-99.3

EXHIBIT 99.3

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. 333-158319) and a related prospectus supplement filed with the Securities and Exchange Commission on April 21, 2009:

	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	$	465,000

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