SC TO-I

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Schedule TO

(Rule 14d-100)

Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of

the Securities Exchange Act of 1934

ZIONS BANCORPORATION (Issuer)

(Name of Subject Company (Issuer) and Name of Filing Person (Offeror))

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

Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock

(Title of Class of Securities)

98973A 10 4

(CUSIP Number of Class of Securities)

Thomas E. Laursen, Esq.

Executive Vice President and General Counsel

Zions Bancorporation

One South Main Street, 15th Floor

Salt Lake City, Utah 84133 (801) 844-8503

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Person)

Copies to:

Patrick S. Brown, Esq.

Sullivan & Cromwell LLP

1888 Century Park East, Suite 2100

Los Angeles, CA 90067

(310) 712-6600

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$46,000,000	$2,566.80

 * Calculated solely for purposes of determining the amount of the filing fee. Pursuant to Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, the Transaction Valuation was calculated assuming that 4,000,000 depositary shares each representing a 1/40th ownership interest in a share of Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock are being purchased at the maximum tender offer price of $11.50 per depositary share.

** The amount of the filing fee, calculated in accordance with Rule 0-11(b)(1) of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #5 for Fiscal Year 2009 issued by the Securities and Exchange Commission, equals $55.80 per million of the value of the transaction.

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

Amount Previously Paid: N/A	Filing Party: N/A
Form or Registration No.: N/A	Date Filed: N/A

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

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

¨ third-party tender offer subject to Rule 14d

x issuer tender offer subject to Rule 13e-4

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

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

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

This Tender Offer Statement on Schedule TO relates to the offer by Zions Bancorporation, a Utah corporation (the “Company” or “Zions”), to purchase up to 4,000,000 of its outstanding depositary shares each representing a 1/40th ownership interest in a share of Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock (the “Depositary Shares”) for cash, at a price per Depositary Share not less than $10.00 nor greater than $11.50 (in increments of $0.10), plus accrued but unpaid dividends up to, but not including, the date the Depositary Shares are purchased, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 1, 2009 (the “Offer to Purchase”), and the accompanying Letter of Transmittal (the “Letter of Transmittal”), which together, as each may be amended and supplemented from time to time, constitute the offer (the “Offer”). This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The information contained in the Offer to Purchase and the accompanying Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, is incorporated herein by reference in response to all of the items of this Schedule TO as more particularly described below.

Item 1. Summary Term Sheet.

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

Item 2. Subject Company Information.

(a) Name and Address. The name of the Company is Zions Bancorporation. The address of the principal executive offices of Zions Bancorporation is One South Main Street, 15th Floor, Salt Lake City, Utah 84133. The telephone number of the principal executive offices of Zions is (801) 524-4787.

(b) Securities. The information set forth in the Introduction to the Offer to Purchase is incorporated herein by reference.

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

Item 3. Identity and Background of Filing Person.

The Company is the filing person and subject company. The Company’s address and telephone number are set forth in Item 2 above.

The names of the executive officers and directors of the Company, who are persons specified in Instruction C to Schedule TO, are set forth below. The address for each such person is: c/o Zions Bancorporation, One South Main Street, 15th Floor, Salt Lake City, Utah 84133 and the telephone number for each such person is: (801) 524-4787.

Name	Office
Harris H. Simmons	Director, President and Chief Executive Officer (Principal Executive Officer)
Bruce K. Alexander	Executive Vice President
A. Scott Anderson	Executive Vice President
Doyle L. Arnold	Vice Chairman and Chief Financial Officer (Principal Financial Officer)
Nolan Bellon	Senior Vice President and Controller (Principal Accounting Officer)
David E. Blackford	Executive Vice President
Danne L. Buchanan	Executive Vice President
Gerald J. Dent	Executive Vice President

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Name	Office
George M. Feiger	Executive Vice President
Dallas E. Haun	Executive Vice President
W. David Hemingway	Executive Vice President
John T. Itokazu	Executive Vice President
Thomas E. Laursen	Executive Vice President, General Counsel and Secretary
Jerry C. Atkin	Director
R. Don Cash	Director
Patricia Frobes	Director
J. David Heaney	Director
Roger Blaine Porter	Director
Stephen D. Quinn	Director
Laurence E. Simmons	Director
Stephen C. Wheelwright	Director
Shelley Thomas Williams	Director

Item 4. Terms of the Transaction.

(a) Material Terms. The following sections of the Offer to Purchase contain information regarding the material terms of the transaction and are incorporated herein by reference.

Summary Term Sheet;

Introduction;

Section 1 (“Number of Depositary Shares”);

Section 2 (“Purpose of the Offer”);

Section 3 (“Procedures for Tendering Depositary Shares”);

Section 4 (“Withdrawal Rights”);

Section 5 (“Purchase of Depositary Shares and Payment of Purchase Price”);

Section 6 (“Conditions of the Offer”);

Section 8 (“Source and Amount of Funds”);

Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning

Depositary Shares and Other Securities”);

Section 13 (“Certain Material United States Federal Income Tax Consequences”);

Section 14 (“Accounting Treatment”); and

Section 15 (“Extension of the Offer; Termination; Amendment”).

(b) Purchases. To the best of the Company’s knowledge, Depositary Shares will not be purchased from any officer, director or other affiliate of the Company.

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

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

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Item 6. Purposes of the Transaction and Plans or Proposals.

(a); (b); (c) Purposes; Use of Securities Acquired; Plans. The following sections of the Offer to Purchase, which contain information regarding the purposes of the transaction, use of securities acquired and plans, are incorporated herein by reference:

Summary Term Sheet;

Section 2 (“Purpose of the Offer”); and

Section 9 (“Certain Information Concerning Zions”).

Except as disclosed in the Offer to Purchase, including with respect to certain concurrent transactions, and in Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Depositary Shares and Other Securities”), we currently have no plans, proposals or negotiations that relate to or would result in:

• any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;

• any purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

• any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company;

• any change in the present board of directors or management of the Company, including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the Board or to change any material term of the employment contract of any executive officer;

• any other material change in the Company’s corporate structure or business;

• any class of equity securities of the Company to be delisted from the New York Stock Exchange or Nasdaq;

• any class of equity securities of the Company becoming eligible for termination of registration under Section 12(g)(4) of the Exchange Act;

• the suspension of the Company’s obligation to file reports under Section 15(d) of the Exchange Act;

• the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; or

• any changes in the Company’s charter, bylaws or other governing instruments or other actions that could impede the acquisition of control of the Company.

Item 7. Source and Amount of Funds or Other Consideration.

(a); (b); (d) Source of Funds; Conditions; Borrowed Funds. The information set forth in Section 8 of the Offer to Purchase (“Source and Amount of Funds”) is incorporated herein by reference.

Item 8. Interest in Securities of the Subject Company.

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

Item 9. Persons/Assets, Retained, Employed, Compensated or Used.

The information set forth in Section 16 of the Offer to Purchase (“Fees and Expenses”) is incorporated herein by reference.

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Item 10. Financial Statements.

The consideration in the Offer to Purchase consists solely of cash. The Offer is not subject to any financing conditions and the Company is a public reporting company under Section 13(a) or 15(d) of the Exchange Act that files reports electronically on EDGAR. Therefore, pursuant to Instruction 2 of Item 10 of Schedule TO, financial statements of the Company are not material and not required.

Item 11. Additional Information.

(a) Agreements, Regulatory Requirements and Legal Proceedings. The information set forth in Section 9 of the Offer to Purchase (“Certain Information Concerning Zions”), Section 10 of the Offer to Purchase (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Depositary Shares and Other Securities”), Section 11 of the Offer to Purchase (“Effects of the Offer on the Market for Depositary Shares; Registration Under the Exchange Act”) and Section 12 of the Offer to Purchase (“Legal Matters; Regulatory Approvals”) is incorporated herein by reference.

(b) Other Material Information. The information set forth in the Offer to Purchase and the accompanying Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference.

Item 12. Exhibits.

(a)(1)(A)*	Offer to Purchase, dated June 1, 2009.
(a)(1)(B)*	Form of Letter of Transmittal.
(a)(2)	None
(a)(3)	None
(a)(4)	None
(a)(5)(A)	Current Report on Form 8-K, dated June 1, 2009, incorporated by reference to such Current Report filed with the SEC on June 1, 2009.
(a)(5)(B)*	Form of Summary Announcement.
(a)(5)(C)*	Investor Presentation, dated June 1, 2009.
(b)	None
(d)(1)(A)	Zions Bancorporation Third Restated Deferred Compensation Plan for Directors, incorporated by reference to Exhibit 10.7 of Form 10-K for the year ended December 31, 2008.
(d)(1)(B)	Zions Bancorporation Deferred Compensation Plans Master Trust between Zions Bancorporation and Fidelity Management Trust Company, effective September 1, 2006, incorporated by reference to Exhibit 10.13 of Form 10-K for the year ended December 31, 2006.
(d)(1)(C)	Revised schedule C to Zions Bancorporation Deferred Compensation Plans Master Trust between Zions Bancorporation and Fidelity Management Trust Company, effective September 13, 2006, incorporated by reference to Exhibit 10.14 of Form 10-K for the year ended December 31, 2006.
(d)(1)(D)	Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, Established and Restated Effective January 1, 2003, incorporated by reference to Exhibit 10.21 of Form 10-K for the year ended December 31, 2008.
(d)(1)(E)	First Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated November 20, 2003, incorporated by reference to Exhibit 10.19 of Form 10-K for the year ended December 31, 2004.

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(d)(1)(F)	Second Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated December 31, 2003, incorporated by reference to Exhibit 10.20 of Form 10-K for the year ended December 31, 2004.
(d)(1)(G)	Third Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated June 1, 2004, incorporated by reference to Exhibit 10.21 of Form 10-K for the year ended December 31, 2004.
(d)(1)(H)	Fourth Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated March 18, 2005, incorporated by reference to Exhibit 10.31 of Form 10-Q for the quarter ended March 31, 2005.
(d)(1)(I)	Fifth Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated February 28, 2006, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2006.
(d)(1)(J)	Sixth Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated July 31, 2006, incorporated by reference to Exhibit 10.4 of Form 10-Q for the quarter ended June 30, 2006.
(d)(1)(K)	Seventh Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated December 28, 2006, incorporated by reference to Exhibit 10.28 of Form 10-K for the year ended December 31, 2006.
(d)(1)(L)	Eighth Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated May 14, 2007, incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarter ended June 30, 2007.
(d)(1)(M)	Ninth Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated July 19, 2007, incorporated by reference to Exhibit 10.4 of Form 10-Q for the quarter ended June 30, 2007.
(d)(1)(N)	Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, dated July 3, 2006, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2007.
(d)(1)(O)	Amended and Restated Zions Bancorporation Key Employee Incentive Stock Option Plan, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2004.
(d)(1)(P)	Amended and Restated Zions Bancorporation 1996 Non-Employee Directors Stock Option Plan, incorporated by reference to Exhibit 10.38 of Form 10-K for the year ended December 31, 2007.
(d)(1)(Q)	Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 4.7 of Form S-8 filed on May 6, 2005.
(d)(1)(R)	Amendment No. 1 to Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2007.
(d)(1)(S)	Standard Stock Option Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.5 of Form 10-Q for the quarter ended March 31, 2005.
(d)(1)(T)	Standard Directors Stock Option Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.6 of Form 10-Q for the quarter ended March 31, 2005.
(d)(1)(U)	Restated Standard Restricted Stock Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended June 30, 2007.
(d)(1)(V)	Amegy Bancorporation (formerly Southwest Bancorporation of Texas, Inc.)1996 Stock Option Plan, as amended and restated as of June 4, 2002, incorporated by reference to Exhibit 10.45 of Form 10-K for the year ended December 31, 2007.

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(d)(1)(W)	Amegy Bancorporation 2004 Omnibus Incentive Plan, incorporated by reference to Appendix B to Amegy Bancorporation’s Definitive Proxy Statement filed on March 25, 2004.
(d)(1)(X)	Form of Change in Control Agreement between the Company and Certain Executive Officers, including Harris H. Simmons, Doyle L. Arnold, Bruce K. Alexander, and A. Scott Anderson, incorporated by reference to Exhibit 10.39 of Form 10-K for the year ended December 31, 2006.
(d)(1)(Y)	Form of Change in Control Agreement between the Company and Certain Executive Officers, including Paul B. Murphy and Scott J. McLean, incorporated by reference to Exhibit 10.48 of Form 10-K for the year ended December 31, 2007.
(d)(1)(Z)	Addendum to Change in Control Agreement, incorporated by reference to Exhibit 10.43 of Form 10-K for the year ended December 31, 2008.
(d)(1)(AA)	Employment Agreement between the Company and Paul B. Murphy, incorporated by reference to Exhibit 10.40 of Form 10-K for the year ended December 31, 2006.
(d)(1)(BB)	Employment Agreement between the Company and Scott J. McLean, incorporated by reference to Exhibit 10.41 of Form 10-K for the year ended December 31, 2006.
(d)(1)(CC)	Employment Agreement between the Company and Dallas Haun, incorporated by reference to Exhibit 10.53 of Form 10-K for the year ended December 31, 2007.
(d)(1)(DD)	Performance stock agreement between Zions Bancorporation and Paul B. Murphy, dated August 15, 2008, incorporated by reference to Exhibit 10.50 of Form 10-K for the year ended December 31, 2008.
(d)(1)(EE)	Performance stock agreement between Zions Bancorporation and Scott McLean, dated August 15, 2008, incorporated by reference to Exhibit 10.51 of Form 10-K for the year ended December 31, 2008.
(d)(1)(FF)	Form of Change in Control Agreement between the Company and Dallas E. Haun, dated May 23, 2008, incorporated by reference to Exhibit 10.52 of Form 10-K for the year ended December 31, 2008.
(d)(2)	None
(g)	None
(h)	None

* Filed herewith.

Item 13. Information Required by Schedule 13E-3.

Not applicable.

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SIGNATURE

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

ZIONS BANCORPORATION
By:	/S/    DOYLE L. ARNOLD
Name:	Doyle L. Arnold
Title:	Vice Chairman and Chief Financial Officer

Dated: June 1, 2009

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(A)*	Offer to Purchase, dated June 1, 2009.
(a)(1)(B)*	Form of Letter of Transmittal.
(a)(2)	None
(a)(3)	None
(a)(4)	None
(a)(5)(A)	Current Report on Form 8-K, dated June 1, 2009, incorporated by reference to such Current Report filed with the SEC on June 1, 2009.
(a)(5)(B)*	Form of Summary Announcement.
(a)(5)(C)*	Investor Presentation, dated June 1, 2009.
(b)	None
(d)(1)(A)	Zions Bancorporation Third Restated Deferred Compensation Plan for Directors, incorporated by reference to Exhibit 10.7 of Form 10-K for the year ended December 31, 2008.
(d)(1)(B)	Zions Bancorporation Deferred Compensation Plans Master Trust between Zions Bancorporation and Fidelity Management Trust Company, effective September 1, 2006, incorporated by reference to Exhibit 10.13 of Form 10-K for the year ended December 31, 2006.
(d)(1)(C)	Revised schedule C to Zions Bancorporation Deferred Compensation Plans Master Trust between Zions Bancorporation and Fidelity Management Trust Company, effective September 13, 2006, incorporated by reference to Exhibit 10.14 of Form 10-K for the year ended December 31, 2006.
(d)(1)(D)	Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, Established and Restated Effective January 1, 2003, incorporated by reference to Exhibit 10.21 of Form 10-K for the year ended December 31, 2008.
(d)(1)(E)	First Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated November 20, 2003, incorporated by reference to Exhibit 10.19 of Form 10-K for the year ended December 31, 2004.
(d)(1)(F)	Second Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated December 31, 2003, incorporated by reference to Exhibit 10.20 of Form 10-K for the year ended December 31, 2004.
(d)(1)(G)	Third Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated June 1, 2004, incorporated by reference to Exhibit 10.21 of Form 10-K for the year ended December 31, 2004.

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Exhibit No.	Description
(d)(1)(H)	Fourth Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated March 18, 2005, incorporated by reference to Exhibit 10.31 of Form 10-Q for the quarter ended March 31, 2005.
(d)(1)(I)	Fifth Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated February 28, 2006, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2006.
(d)(1)(J)	Sixth Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated July 31, 2006, incorporated by reference to Exhibit 10.4 of Form 10-Q for the quarter ended June 30, 2006.
(d)(1)(K)	Seventh Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated December 28, 2006, incorporated by reference to Exhibit 10.28 of Form 10-K for the year ended December 31, 2006.
(d)(1)(L)	Eighth Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated May 14, 2007, incorporated by reference to Exhibit 10.3 of Form 10-Q for the quarter ended June 30, 2007.
(d)(1)(M)	Ninth Amendment to the Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan, dated July 19, 2007, incorporated by reference to Exhibit 10.4 of Form 10-Q for the quarter ended June 30, 2007.
(d)(1)(N)	Zions Bancorporation Payshelter 401(k) and Employee Stock Ownership Plan Trust Agreement between Zions Bancorporation and Fidelity Management Trust Company, dated July 3, 2006, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended March 31, 2007.
(d)(1)(O)	Amended and Restated Zions Bancorporation Key Employee Incentive Stock Option Plan, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2004.
(d)(1)(P)	Amended and Restated Zions Bancorporation 1996 Non-Employee Directors Stock Option Plan, incorporated by reference to Exhibit 10.38 of Form 10-K for the year ended December 31, 2007.
(d)(1)(Q)	Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 4.7 of Form S-8 filed on May 6, 2005.
(d)(1)(R)	Amendment No. 1 to Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.1 of Form 10-Q for the quarter ended June 30, 2007.
(d)(1)(S)	Standard Stock Option Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.5 of Form 10-Q for the quarter ended March 31, 2005.
(d)(1)(T)	Standard Directors Stock Option Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.6 of Form 10-Q for the quarter ended March 31, 2005.
(d)(1)(U)	Restated Standard Restricted Stock Award Agreement, Zions Bancorporation 2005 Stock Option and Incentive Plan, incorporated by reference to Exhibit 10.2 of Form 10-Q for the quarter ended June 30, 2007.
(d)(1)(V)	Amegy Bancorporation (formerly Southwest Bancorporation of Texas, Inc.) 1996 Stock Option Plan, as amended and restated as of June 4, 2002, incorporated by reference to Exhibit 10.45 of Form 10-K for the year ended December 31, 2007.
(d)(1)(W)	Amegy Bancorporation 2004 Omnibus Incentive Plan, incorporated by reference to Appendix B to Amegy Bancorporation’s Definitive Proxy Statement filed on March 25, 2004.
(d)(1)(X)	Form of Change in Control Agreement between the Company and Certain Executive Officers, including Harris H. Simmons, Doyle L. Arnold, Bruce K. Alexander, and A. Scott Anderson, incorporated by reference to Exhibit 10.39 of Form 10-K for the year ended December 31, 2006.

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Exhibit No.	Description
(d)(1)(Y)	Form of Change in Control Agreement between the Company and Certain Executive Officers, including Paul B. Murphy and Scott J. McLean, incorporated by reference to Exhibit 10.48 of Form 10-K for the year ended December 31, 2007.
(d)(1)(Z)	Addendum to Change in Control Agreement, incorporated by reference to Exhibit 10.43 of Form 10-K for the year ended December 31, 2008.
(d)(1)(AA)	Employment Agreement between the Company and Paul B. Murphy, incorporated by reference to Exhibit 10.40 of Form 10-K for the year ended December 31, 2006.
(d)(1)(BB)	Employment Agreement between the Company and Scott J. McLean, incorporated by reference to Exhibit 10.41 of Form 10-K for the year ended December 31, 2006.
(d)(1)(CC)	Employment Agreement between the Company and Dallas Haun, incorporated by reference to Exhibit 10.53 of Form 10-K for the year ended December 31, 2007.
(d)(1)(DD)	Performance stock agreement between Zions Bancorporation and Paul B. Murphy, dated August 15, 2008, incorporated by reference to Exhibit 10.50 of Form 10-K for the year ended December 31, 2008.
(d)(1)(EE)	Performance stock agreement between Zions Bancorporation and Scott McLean, dated August 15, 2008, incorporated by reference to Exhibit 10.51 of Form 10-K for the year ended December 31, 2008.
(d)(1)(FF)	Form of Change in Control Agreement between the Company and Dallas E. Haun, dated May 23, 2008, incorporated by reference to Exhibit 10.52 of Form 10-K for the year ended December 31, 2008.
(d)(2)	None
(g)	None
(h)	None

* Filed herewith.

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EX-99.(A)(1)(A)

EXHIBIT (a)(1)(A)

OFFER TO PURCHASE FOR CASH UP TO 4,000,000 DEPOSITARY SHARES

EACH REPRESENTING A 1/40TH OWNERSHIP INTEREST IN A SHARE OF

SERIES A FLOATING-RATE NON-CUMULATIVE PERPETUAL PREFERRED STOCK

AT A PER DEPOSITARY SHARE PURCHASE PRICE

NOT LESS THAN $10.00 NOR GREATER THAN $11.50

ZIONS BANCORPORATION

THE TENDER OFFER AND WITHDRAWAL RIGHTS

WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON JUNE 26, 2009,

UNLESS ZIONS BANCORPORATION EXTENDS THE TENDER OFFER.

Zions Bancorporation, a Utah corporation (the “Company” or “Zions” or “we” or “us”), is offering to purchase up to 4,000,000 shares of its outstanding depositary shares each representing a 1/40th ownership interest in a share of Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock (the “Depositary Shares”), with a liquidation preference of $25 per Depositary Share (equivalent to $1,000 per share of Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock), for cash, upon the terms and subject to the conditions set forth in this Offer to Purchase (the “Offer to Purchase”) and the accompanying Letter of Transmittal (the “Letter of Transmittal”), which, as each may be amended and supplemented from time to time, constitute the offer (the “Offer”). On the terms and subject to the conditions of the Offer, Zions will pay not less than $10.00 nor greater than $11.50 per Depositary Share (in increments of $0.10) (or not less than $400.00 nor greater than $460.00 per Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock), plus accrued but unpaid dividends up to, but not including, the date the Depositary Shares are purchased, net to the seller in cash, without interest, for Depositary Shares validly tendered and not validly withdrawn. We will select the lowest price per share (the “Purchase Price”) that will enable us to purchase 4,000,000 Depositary Shares or, if a lesser number of Depositary Shares are validly tendered, all Depositary Shares that are validly tendered and not validly withdrawn. All shares purchased in the Offer will be purchased at the same Purchase Price regardless of whether a holder has validly tendered Depositary Shares at a lower price. See Section 1.

Only Depositary Shares validly tendered at prices at or below the Purchase Price, and not validly withdrawn, will be purchased. However, because of proration as described in this Offer to Purchase, even if a holder validly tenders Depositary Shares at or below the Purchase Price, all of the Depositary Shares tendered may not be purchased if more than the number of Depositary Shares we seek are validly tendered. Depositary Shares not purchased in the Offer will be returned at our expense promptly following the expiration of the Offer.

Subject to certain limitations and legal requirements, we reserve the right, in our sole discretion, to purchase more than 4,000,000 Depositary Shares pursuant to the Offer.

The Depositary Shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “ZBPRA”. On May 29, 2009, the last full trading before we commenced the Offer, the closing price of the Depositary Shares on the NYSE was $11.10 per Depositary Share. You should obtain current market quotations for the Depositary Shares before deciding whether to participate in the Offer.

THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF DEPOSITARY SHARES BEING TENDERED OR THE AVAILABILITY OF ANY FINANCING. THE OFFER IS, HOWEVER, SUBJECT TO CONDITIONS. SEE SECTION 6 WHICH SETS FORTH IN FULL THE CONDITIONS TO THE OFFER.

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

You may direct questions and requests for assistance to Goldman, Sachs & Co., the dealer manager (the “Dealer Manager”) for the Offer, or D.F. King & Co., Inc., the information agent (the “Information Agent”) for the Offer, at the contact information set forth on the back cover page of this document. You may direct requests for additional copies of this Offer to Purchase to the Information Agent.

The Dealer Manager for the Offer is:

Goldman, Sachs & Co.

June 1, 2009

IMPORTANT

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

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

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

No federal or state securities commission nor any other regulatory authority has passed upon the accuracy or adequacy of this Offer to Purchase. Any representation to the contrary is unlawful. No person has been authorized to give any information or make any representations with respect to the offer other than the information and representations contained or incorporated by reference herein and, if given or made, such information or representations must not be relied upon as having been authorized.

TABLE OF CONTENTS

		Page
SUMMARY TERM SHEET		3
INTRODUCTION		9
THE OFFER		10
Section 1.	Number of Depositary Shares.	10
Section 2.	Purpose of the Offer.	10
Section 3.	Procedures for Tendering Depositary Shares.	11
Section 4.	Withdrawal Rights.	13
Section 5.	Purchase of Depositary Shares and Payment of Purchase Price.	14
Section 6.	Conditions of the Offer.	14
Section 7.	Historical Price Range of Depositary Shares.	16
Section 8.	Source and Amount of Funds.	16
Section 9.	Certain Information Concerning Zions.	16
Section 10.	Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Depositary Shares and Other Securities.	18
Section 11.	Effects of the Offer on the Market for Depositary Shares; Registration Under the Exchange Act.	18
Section 12.	Legal Matters; Regulatory Approvals.	19
Section 13.	Certain Material United States Federal Income Tax Consequences.	19
Section 14.	Accounting Treatment.	22
Section 15.	Extension of the Offer; Termination; Amendment.	22
Section 16.	Fees and Expenses.	23
Section 17.	Miscellaneous.	23

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CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

When used in this Offer to Purchase, the words “ may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan,” “projects” or similar expressions are intended to identify forward-looking statements with respect to the beliefs, plans, objectives, goals, guidelines, expectations, anticipations and future financial condition, results of operations and performance of the Company. These forward-looking statements are not guarantees of future performance, nor should they be relied upon as representing the Company’s management’s views as of any subsequent date. Forward-looking statements involve significant risks and uncertainties and actual results may differ materially from those contemplated. In addition to the risk factors identified elsewhere in this Offer to Purchase, important factors that could cause actual results or events to differ materially from those contemplated by such forward-looking statements include, but are not limited to:

• the Company’s ability to successfully execute its business plans, manage its risks, and achieve its objectives;

• changes in political and economic conditions, including the political and economic effects of the current economic crisis and other major developments, including wars, military actions and terrorist attacks;

• changes in financial market conditions, either internationally, nationally or locally in areas in which the Company conducts its operations, including without limitation, reduced rates of business formation and growth, commercial and residential real estate development and real estate prices;

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

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

• acquisitions and integration of acquired businesses;

• increases in the levels of losses, customer bankruptcies, claims and assessments;

• changes in fiscal, monetary, regulatory, trade and tax policies and laws, including policies of the U.S. Department of Treasury (“Treasury”) and the Board of Governors of the Federal Reserve System;

• the Company’s participation or lack of participation in governmental programs implemented under the Emergency Economic Stabilization Act (“EESA”) and the American Recovery and Reinvestment Act (“ARRA”), including without limitation the Troubled Asset Relief Program (“TARP”), the Capital Purchase Program (“CPP”) and the Temporary Liquidity Guarantee Program (“TLGP”) and the impact of such programs and related regulations on the Company and on international, national and local economic and financial markets and conditions;

• the impact of EESA and ARRA and the related rules and regulations on the business operations and competitiveness of the Company and other participating American financial institutions, including the impact of the executive compensation limits of these acts, which may impact the ability of the Company and other American financial institutions to retain and recruit executives and other personnel necessary for their businesses and competitiveness;

• the impact of certain provisions of EESA and ARRA and related rules and regulations on the attractiveness of governmental programs to mitigate the effects of the current economic crisis, including the risks that certain financial institutions may elect not to participate in such programs, thereby decreasing the effectiveness of such programs;

• continuing consolidation in the financial services industry;

• new litigation or changes in existing litigation;

• success in gaining regulatory approvals, when required;

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• changes in consumer spending and savings habits;

• increased competitive challenges and expanding product and pricing pressures among financial institutions;

• demand for financial services in the Company’s market areas;

• inflation and deflation;

• technological changes and the Company’s implementation of new technologies;

• the Company’s ability to develop and maintain secure and reliable information technology systems;

• legislation or regulatory changes which adversely affect the Company’s operations or business;

• the Company’s ability to comply with applicable laws and regulations;

• changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or regulatory agencies; and

• increased costs of deposit insurance and changes with respect to Federal Deposit Insurance Corporation insurance coverage levels.

All forward-looking statements included in this Offer to Purchase or incorporated by reference herein are based on information available to us as of the date of this Offer to Purchase or as of the date of the document incorporated by reference herein. We specifically disclaim any obligation to update any factors or to publicly announce the result of revisions to any of the forward-looking statements, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf and incorporated by reference herein are expressly qualified in their entirety by the cautionary statements contained throughout this Offer to Purchase.

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SUMMARY TERM SHEET

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

Who is offering to purchase my Depositary Shares? Zions is offering to purchase your Depositary Shares each representing a 1/40th ownership interest in a share of Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock, liquidation preference $25.00 per Depositary Share.

What will the purchase price for the Depositary Shares be? The Purchase Price per Depositary Share will be not less than $10.00 nor greater than $11.50 (in increments of $0.10), plus accrued but unpaid dividends, if any, up to but not including, the date the Depositary Shares are purchased. We will pay this Purchase Price net to you in cash, without interest, for all the Depositary Shares we purchase under the Offer upon the terms and subject to the conditions contained in the Offer. See Section 1.

We are conducting the Offer for the Depositary Shares through a procedure commonly called a modified “Dutch auction.” This procedure enables you to select the price (in multiples of $.10), within a price range specified by us, at which you are willing to sell your Depositary Share. The price range for the Offer is $10.00 to $11.50 per Depositary Share. Upon the terms and subject to the conditions of the Offer, we will select the lowest Purchase Price that will enable us to purchase 4,000,000 Depositary Shares or, if a lesser number of Depositary Shares are validly tendered, all Depositary Shares that are validly tendered and not validly withdrawn. No Depositary Shares tendered at a price above the Purchase Price will be purchased in the Offer. All Depositary Shares we purchase will be purchased at the same Purchase Price, even if you have tendered at a lower price. If you wish to maximize the chance that your Depositary Shares will be purchased, you should indicate that you are tendering your Depositary Shares at the Purchase Price determined pursuant to the Offer. You should understand, however, that for purposes of calculating the Purchase Price, Depositary Shares tendered in this manner will be deemed tendered at $10.00, the low end of the price range. As a result, this election may lower the Purchase Price for all Depositary Shares purchased in the Offer and could result in your Depositary Shares being purchased at the minimum Purchase Price of $10.00 per share.

The lower end of the price range for the Offer is below the closing market price for the Depositary Shares on May 29, 2009, the last full trading day prior to the commencement of the Offer, when the closing market price on the NYSE was $11.10.

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If I tender my Depositary Shares, will I still receive the dividends payable on June 15, 2009? On May 1, 2009, the Company declared a dividend of $0.2555 per Depositary Share payable on June 15, 2009 to its holders of Depositary Shares of record on June 1, 2009. If you are a holder of Depositary Shares on June 1, 2009, even if you were to have tendered any or all of your Depositary Shares before the close of business on June 1, 2009, you will receive the dividend with respect to your tendered Depositary Shares on the designated payment date by the Company. While the Offer is scheduled to expire on June 26, 2009, holders of Depositary Shares purchased in the Offer will not cease to be record holders of such Depositary Shares until payment for the purchased Depositary Shares which will not occur until after June 26, 2009.

How many Depositary Shares will Zions purchase? We will purchase up to 4,000,000 of the outstanding Depositary Shares. As of May 29, 2009, there were 9,600,000 Depositary Shares outstanding. See Section 1.

Subject to the terms and conditions of the Offer, we will purchase 4,000,000 Depositary Shares or, if a lesser number of Depositary Shares are validly tendered, all shares that are validly tendered and not validly withdrawn. If more than 4,000,000 Depositary Shares are tendered, all shares tendered at or below the Purchase Price will be purchased on a pro rata basis. We also expressly reserve the right to purchase additional Depositary Shares constituting up to 2% of the outstanding Depositary Shares without further notice and without extension of the Offer, and could decide to purchase more Depositary Shares, subject to applicable legal requirements. See Section 1.

The number of Depositary Shares to be purchased will be decreased to the extent that the Common Stock Sale described below under Section 9 results in net proceeds less than the amount required to pay the aggregate Purchase Price for all Depositary Shares to be purchased. If we decrease the number of Depositary Shares being sought in the Offer, and the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that the notice of such decrease is first published, sent or given to security holders in the manner specified in this Section 15, the Offer will be extended until the expiration of such ten business day period.

How will Zions pay for the Depositary Shares? If the Offer is completed, all of the funds necessary to purchase Depositary Shares validly tendered in the Offer and not validly withdrawn prior to the Expiration Date will be from the net proceeds from the Common Stock Sale as described under Section 9.

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How long do I have to tender my Depositary Shares? You may tender your Depositary Shares until the Offer expires. The Offer will expire on June 26, 2009, at 11:59 P.M., New York City time, unless we extend it (such time and date, as the same may be extended, the “Expiration Date”). See Section 1.

We may choose to extend the Offer for any reason, subject to applicable laws. We cannot assure you that we will extend the Offer or, if we do, of the length of any extension that we may provide. See Section 15.

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

Can the Offer be extended, amended or terminated, and under what circumstances? We can extend or amend the Offer. If we extend the Offer, we will delay the acceptance of any Depositary Shares that have been tendered. We can terminate the Offer under certain circumstances. See Sections 6 and 15.

How will I be notified if Zions extends the Offer or amends the terms of the Offer? We will issue a press release by 9:00 A.M., New York City time, on the business day after the scheduled Expiration Date if we decide to extend the Offer. We will announce any amendment to the Offer by making a public announcement of the amendment. See Section 15.

What is the purpose of the Offer? By purchasing Depositary Shares in the Offer, the Company expects to increase its tangible common equity by an amount equal to the difference between the $25 liquidation preference per Depositary Share and the Purchase Price paid per Depositary Share.

Are there any conditions to the Offer? The Offer is not conditioned upon any minimum number of Depositary Shares being tendered or the availability of any financing. However, other conditions exist, including, among others, the absence of court and governmental action prohibiting, challenging or restricting the Offer. See Section 6.

Following the Offer, will Zions continue to make SEC filings? Yes. We will continue to be subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), so long as our common stock that is traded on the Nasdaq Global Select Market (“Nasdaq”) remains outstanding. See Section 11.

5

How do I tender my Depositary Shares? The Offer will expire at 11:59 P.M., New York City time, on June 26, 2009, unless Zions extends the Offer. To tender your Depositary Shares prior to the expiration of the Offer:

• you must electronically transmit your acceptance of the Offer through ATOP, which is maintained by DTC, and by which you will agree to be bound by the terms and conditions set forth in the Offer or deliver to the Tender Agent a properly completed Letter of Transmittal; or

• if your Depositary Shares are held by a custodial entity, such as a bank, broker, dealer, trust company or other nominee, you must instruct that custodial entity to tender your Depositary Shares through ATOP or by delivering to the Tender Agent a properly completed Letter of Transmittal.

A tender will be deemed to be received after you have (i) expressly agreed to be bound by the terms of the Offer, which is accomplished by the transmittal of an agent’s message to the Tender Agent by the DTC in accordance with ATOP procedures, or, in the alternative, by delivering to the Tender Agent a properly completed Letter of Transmittal and (ii) delivered your Depositary Shares by book-entry transfer into the Tender Agent’s applicable DTC account. You should contact the Information Agent for assistance at the contact information listed on the back cover of this Offer to Purchase. Please note that Zions will not purchase your Depositary Shares in the Offer unless the Tender Agent receives the required confirmation prior to the Expiration Date. If a broker, dealer, commercial bank, trust company or other nominee holds your Depositary Shares, it is likely it has an earlier deadline for you to act to instruct it to accept the Offer and tender your Depositary Shares on your behalf. We recommend that you contact your broker, dealer, commercial bank, trust company or other nominee to determine its applicable deadline. See Section 3.

In what order will the Company purchase the tendered shares? If any of the conditions described in Section 6, “Conditions of the Offer” are not satisfied or waived prior to the Expiration Date, we will not complete the Offer and we will promptly return all tendered Depositary Shares. If all conditions described in Section 6 have been satisfied or waived and if 4,000,000 Depositary Shares or fewer have been validly tendered and not validly withdrawn at or prior to the Expiration Date, we will purchase all such Depositary Shares. If all conditions described in Section 6 have been satisfied or waived and more than 4,000,000 Depositary Shares have been validly tendered and not validly withdrawn on or prior to the Expiration Date, we will purchase all Depositary Shares tendered at or below the Purchase Price on a pro rata basis.

6

Once I have tendered Depositary Shares in the Offer, can I withdraw my tender? You may withdraw any Depositary Shares you have tendered at any time before the Expiration Date, which will occur at 11:59 P.M., New York City time, on June 26, 2009, unless we extend the Offer. We cannot assure you that we will extend the Offer or, if we do, of the length of any extension we may provide. In addition, if we have not accepted for payment the Depositary Shares you have tendered to us by 11:59 P.M., New York City time, on July 27, 2009, you may also withdraw your Depositary Shares. See Section 4.

How do I withdraw Depositary Shares I previously tendered? You must deliver, on a timely basis prior to the Expiration Date, a written notice of your withdrawal to the Tender Agent at the address appearing on the back cover page of this Offer to Purchase. Your notice of withdrawal must specify your name, the number of Depositary Shares to be withdrawn and the name of the registered holder of those Depositary Shares. Some additional requirements apply for Depositary Shares that have been tendered under the procedure for book-entry transfer set forth in Section 3. In addition, if we have not accepted for payment the Depositary Shares you have tendered to us by 11:59 P.M., New York City time, on July 27, 2009, you may also withdraw your Depositary Shares. See Section 4.

Has Zions or its Board of Directors adopted a position on the Offer? The Board of Directors of the Company has approved the Offer. However, neither the Company nor its Board of Directors makes any recommendation to holders of Depositary Shares as to whether to tender or refrain from tendering their Depositary Shares. You should read carefully the information in this Offer to Purchase, including our reasons for making the Offer, before making your decision whether to tender your Depositary Shares.

If I decide not to tender, how will the Offer affect my Depositary Shares? Depositary Shares that are not tendered will remain outstanding. To the extent that any of the Depositary Shares are purchased pursuant to the Offer, any existing trading market for the Depositary Shares may become more limited.

What is the market value of my Depositary Shares as of a recent date? The Depositary Shares are listed on the New York Stock Exchange. On May 29, 2009, the last reported sale price for the Depositary Shares was $11.10 per Depositary Share.

When will Zions pay for the Depositary Shares I tender? We will pay the Purchase Price, plus accrued but unpaid dividends, up to but not including the date the Depositary Shares are purchased, net to you in cash, without interest, for the Depositary Shares we

7

purchase promptly after the Expiration Date and the acceptance of the Depositary Shares for payment. We refer to the date on which such payment is made as the “Payment Date.” See Section 5.

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

What are the United States federal income tax consequences if I tender my Depositary Shares? The cash received in exchange for tendered Depositary Shares from “U.S. Holders” generally will be treated for United States federal income tax purposes either as (1) consideration received with respect to a sale or exchange of the tendered Depositary Shares or (2) a distribution from Zions in respect of its stock, depending on the particular circumstances of each holder of Depositary Shares. See Section 13 for a more detailed discussion.

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

Will I have to pay any stock transfer tax if I tender my Depositary Shares? If you are the registered holder and you instruct the Tender Agent to make the payment for the Depositary Shares directly to you, then generally you will not incur any stock transfer tax. See Section 5.

To whom can I talk if I have questions? You may call the Dealer Manager with questions regarding the terms of the Offer or the Information Agent with questions regarding how to tender and/or request additional copies of the Offer to Purchase, the Letter of Transmittal or other documents related to the Offer.

Goldman, Sachs & Co. is acting as the dealer manager for the Offer and D.F. King & Co., Inc. is acting as the information agent and as the tender agent for the Offer. See the back cover of this Offer to Purchase for additional information about the Dealer Manager, Information Agent and Tender Agent.

8

INTRODUCTION

To the Holders of our Depositary Shares:

We invite the holders of our depositary shares (the “Depositary Shares”), each representing a 1/40th ownership interest in a share of Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock (the “Series A Preferred”), to tender their Depositary Shares for purchase by us. Upon the terms and subject to the conditions set forth in this Offer to Purchase and in the accompanying Letter of Transmittal, which together, as each may be amended and supplemented from time to time, constitute the offer (the “Offer”), we are offering to purchase up to 4,000,000 outstanding Depositary Shares at a per Depositary Share price of not less than $10.00 nor greater than $11.50 (in increments of $0.10), plus accrued but unpaid dividends up to, but not including, the date the Depositary Shares are purchased, net to the tendering holders in cash, without interest. On the terms and subject to the conditions of the Offer, Zions will pay per Depositary Share not less than $10.00 nor greater than $11.50 (in increments of $0.10), plus accrued but unpaid dividends up to, but not including, the date the Depositary Shares are purchased, net to the seller in cash, without interest, for Depositary Shares validly tendered and not validly withdrawn. We will select the lowest price per share (the “Purchase Price”) that will enable us to purchase 4,000,000 Depositary Shares or, if a lesser number of Depositary Shares are validly tendered, all Depositary Shares that are validly tendered and not validly withdrawn. All shares purchased in the Offer will be purchased at the same Purchase Price regardless of whether a stockholder has validly tendered shares at a lower price.

The Offer will expire at 11:59 P.M., New York City time, on June 26, 2009, unless extended (such date and time, as the same may be extended, the “Expiration Date”). We may extend the period of time in which the Offer will remain open. We will pay for all validly tendered and not validly withdrawn Depositary Shares promptly after the Expiration Date (the “Payment Date”).

Subject to the terms and conditions of the Offer, we will purchase 4,000,000 Depositary Shares or, if a lesser number of Depositary Shares are validly tendered, all shares that are validly tendered and not validly withdrawn. If more than 4,000,000 Depositary Shares are tendered, all shares tendered at or below the Purchase Price will be purchased on a pro rata basis. We also expressly reserve the right to purchase additional Depositary Shares constituting up to 2% of the outstanding Depositary Shares without further notice and without extension of the Offer, and could decide to purchase more Depositary Shares, subject to applicable legal requirements. See Section 1.

We will pay the Purchase Price plus accrued but unpaid dividends up to, but not including, the date the Depositary Shares are purchased, net to the tendering holders of Depositary Shares in cash, without interest, for all Depositary Shares that we purchase in the Offer. Tendering holders of Depositary Shares whose Depositary Shares are registered in their own names and who tender directly to D.F. King & Co., Inc., the tender agent for the Offer (the “Tender Agent”), through The Depository Trust Company’s (“DTC”) Automated Tender Offer Program (“ATOP”) will not be obligated to pay brokerage fees or commissions or, except as set forth by Instruction 6 to the Letter of Transmittal, stock transfer taxes on the purchase of the Depositary Shares by us under the Offer. If you own your Depositary Shares through a bank, broker, dealer, trust company or other nominee and that person tenders your Depositary Shares on your behalf, that person may charge you a fee for doing so. You should consult your bank, broker, dealer, trust company or other nominee to determine whether any charges will apply.

The Offer is not conditioned upon any minimum number of Depositary Shares being tendered or the availability of any financing. The Offer is, however, subject to certain other conditions. See Section 6.

THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER, NEITHER THE COMPANY NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO HOLDERS OF DEPOSITARY SHARES AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING THEIR DEPOSITARY SHARES. YOU SHOULD READ CAREFULLY THE INFORMATION IN THIS OFFER TO PURCHASE, INCLUDING OUR REASONS FOR MAKING THE OFFER, AND IN THE LETTER OF TRANSMITTAL BEFORE MAKING YOUR DECISION WHETHER TO TENDER YOUR DEPOSITARY SHARES IN THE OFFER. SEE SECTION 2.

As of May 29, 2009, we had 9,600,000 Depositary Shares issued and outstanding. The Depositary Shares are listed on the New York Stock Exchange. On May 29, 2009, the last reported sale price for the Depositary Shares was $11.10 per Depositary Share.

9

THE OFFER

Section 1.     Number of Depositary Shares.

General. Upon the terms and subject to the conditions of the Offer, Zions will purchase up to 4,000,000 Depositary Shares as are validly tendered and not validly withdrawn in accordance with Section 4, before the scheduled Expiration Date of the Offer, at the Purchase Price, plus accrued but unpaid dividends up to, but not including, the Payment Date, net to the seller in cash, without interest.

We will purchase all Depositary Shares validly tendered and not validly withdrawn, upon the terms and subject to the conditions of the Offer, including proration provisions described in this Offer to Purchase. In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we may, and we expressly reserve the right to, purchase in the Offer an additional amount of Depositary Shares not to exceed 2% of the outstanding Depositary Shares without amending or extending the Offer. In addition, we could decide to purchase Depositary Shares beyond a 2% increase, subject to applicable legal requirements. All tendered Depositary Shares not purchased will be credited to the account at the book-entry transfer facility at DTC from which the transfer had previously been made at our expense promptly following the Expiration Date (as defined below).

The term “Expiration Date” means 11:59 P.M., New York City time, on June 26, 2009, unless and until Zions shall have extended the period of time during which the Offer will remain open, in which event the term “Expiration Date” shall refer to the latest time and date at which the Offer, as so extended by Zions, shall expire. We will pay for all validly tendered and not validly withdrawn Depositary Shares on the Payment Date, which will be promptly after the Expiration Date. See Section 15 for a description of Zions’ right to extend, delay, terminate or amend the Offer. You may also withdraw your Depositary Shares if we have not accepted for payment the Depositary Shares you have tendered to us by 11:59 P.M., New York City time, on July 27, 2009.

If we materially change the Offer or information concerning the Offer, we will extend the Offer to the extent required by Rules 13e-4(d)(2), 13e-4(e)(3), 13e-4(f)(1) and 14e-1(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

For the purposes of the Offer, a “business day” means any day other than a Saturday, Sunday or United States federal holiday.

In the event of an over-subscription by holders in the Offer, Depositary Shares tendered will be subject to proration. Therefore, all of the Depositary Shares that a holder tenders in the Offer may not be purchased even if they are tendered unconditionally at prices at or below the Purchase Price.

If proration of tendered Depositary Shares is required, we will determine the proration factor promptly following the Expiration Date, subject to adjustment to avoid the purchase of fractional shares. Proration for each holder tendering Depositary Shares will be based on the ratio of the number of Depositary Shares tendered by the holder to the total number of Depositary Shares tendered by all holders at or below the Purchase Price. Because of the difficulty in determining the number of Depositary Shares validly tendered and not validly withdrawn, we expect that if the Offer is over-subscribed we may not be able to announce the final proration factor or commence payment for any Depositary Shares purchased pursuant to the Offer until approximately seven business days after the Expiration Date. The preliminary results of any proration will be announced by press release promptly after the Expiration Date. After the Expiration Date, holders may obtain preliminary proration information from the Information Agent and also may be able to obtain the information from their brokers.

Section 2.    Purpose of the Offer.

The Offer. On June 1, 2009, we announced certain capital actions intended to enhance our common equity and regulatory capital, including this Offer. See Section 9 for a description of our other announced capital actions. By purchasing Depositary Shares in the Offer, the Company expects to increase its tangible common equity by an amount equal to the difference between the $25 liquidation preference per Depositary Share and the Purchase Price paid per Depositary Share tendered and accepted pursuant to the Offer.

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

The Company will retire the shares of Series A Preferred underlying the Depositary Shares it acquires pursuant to the Offer and such shares retired will return to the status of authorized but unissued shares of preferred stock of the Company.

Section 3.    Procedures for Tendering Depositary Shares.

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

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

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

Zions has not provided for guaranteed delivery provisions in connection with the Offer.

Signature Guarantees. Except as otherwise provided below, all signatures on a Letter of Transmittal must be guaranteed by a financial institution (including most banks, savings and loans associations and brokerage houses) which is a participant in the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act. Signatures on a Letter of Transmittal need not be guaranteed if:

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

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

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

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

• an agent’s message that has been transmitted to the Tender Agent through the facilities of DTC as described above, or

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

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

United States Federal Back-up Withholding Tax. Under the United States federal income tax back-up withholding rules, 28% of the gross proceeds payable to a holder or other payee pursuant to the Offer must be withheld and remitted to the Treasury, unless the holder or other payee provides his or her taxpayer identification number (i.e., employer identification number or Social Security number) to the Tender Agent and certifies under penalties of perjury that such number is correct or otherwise establishes an exemption and that such holder is exempt from back-up withholding. If the Tender Agent is not provided with the correct taxpayer identification number, the taxpayer may also be subject to certain penalties imposed by the Internal Revenue Service (the “IRS”). Therefore, each tendering U.S. Holder (as defined below in Section 13) should complete and sign IRS Form W-9 included as part of the Letter of Transmittal so as to provide the information and certification necessary to avoid back-up withholding unless the U.S. Holder otherwise establishes to the satisfaction of the Tender Agent that the holder is not subject to back-up withholding. Certain holders (including, among others, all corporations) are not subject to these back-up withholding and reporting requirements. In order for a holder other than a corporation who is not a U.S. Holder to qualify as an exempt recipient, such holder generally must submit an IRS Form W-8BEN (included as part of the Letter of Transmittal) or other applicable IRS Form W-8, signed under penalties of perjury, attesting to that holder’s non-U.S. status. Tendering holders can obtain other applicable forms from the Tender Agent or from www.irs.gov. See Instruction 10 of the Letter of Transmittal.

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

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

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

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For a discussion of certain material United States federal income tax consequences to tendering holders, see Section 13.

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

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

Tendering Holder’s Representation and Warranty; Zions’ Acceptance Constitutes an Agreement. A tender of Depositary Shares under the procedures described above will constitute the tendering holder’s acceptance of the terms and conditions of the Offer, as well as the tendering holder’s representation and warranty to Zions that (i) such holder of Depositary Shares has the full power and authority to tender, sell, assign and transfer the tendered Depositary Shares and (ii) when the same are accepted for payment by Zions, it will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, changes and encumbrances and not subject to any adverse claims.

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

Section 4.    Withdrawal Rights.

Holders of Depositary Shares may withdraw Depositary Shares tendered into the Offer at any time prior to the Expiration Date. Thereafter, such tenders are irrevocable, except tendered Depositary Shares may be withdrawn at any time after 11:59 P.M., New York City time, on July 27, 2009 if Zions has not theretofore accepted for payment the Depositary Shares tendered.

For a withdrawal to be effective, the Tender Agent must receive, prior to the Expiration Date, a written notice of withdrawal at the Tender Agent’s address set forth on the back cover page of this Offer to Purchase. Any such notice of withdrawal must specify the name of the tendering holder of Depositary Shares, the number of Depositary Shares that the holder of Depositary Shares wishes to withdraw and the name of the registered holder of the Depositary Shares.

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

A holder of Depositary Shares may not rescind a withdrawal and Zions will deem any Depositary Shares that a holder of Depositary Shares validly withdraws not validly tendered for purposes of the Offer, unless the

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holder of Depositary Shares properly re-tenders the withdrawn Depositary Shares before the Expiration Date by following one of the procedures described in Section 3.

Section 5.    Purchase of Depositary Shares and Payment of Purchase Price.

Upon the terms and subject to the conditions of the Offer, on the Payment Date, Zions will accept for payment and pay the Purchase Price, plus accrued but unpaid dividends up to, but not including, the Payment Date, for, and thereby purchase, Depositary Shares validly tendered and not validly withdrawn prior to the Expiration Date.

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

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

In the event of proration, we will determine the proration factor and pay for those tendered Depositary Shares accepted for payment as soon as practicable after the Expiration Date. However, if the Offer is over-subscribed we expect that we will not be able to announce the final results of any proration or commence payment for any Depositary Shares purchased pursuant to the Offer until approximately seven business days after the Expiration Date. All Depositary Shares validly tendered and not purchased, including all Depositary Shares validly tendered at prices in excess of the Purchase Price and Depositary Shares not purchased due to proration, will be credited to the account maintained with the book-entry transfer facility by the participant who delivered the Depositary Shares, to the tendering holder at our expense promptly after the Expiration Date or termination of the Offer without expense to the tendering holders.

Under no circumstances, including, but not limited to, by reason of any delay in making payment, will we pay interest on the Purchase Price.

We will pay all stock transfer taxes, if any, payable on the transfer to us of Depositary Shares purchased pursuant to the Offer. If, however, payment of the Purchase Price is to be made to, or (in the circumstances permitted by the Offer) if unpurchased Depositary Shares are to be registered in the name of, any person other than the registered holder, or if tendered Depositary Shares are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the Purchase Price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption from payment of the stock transfer taxes, is submitted.

Section 6.    Conditions of the Offer.

Notwithstanding any other provision of the Offer, Zions will not be required to accept for payment, purchase or pay for any Depositary Shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of, or the purchase of and the payment for Depositary Shares tendered, subject to Rule 13e-4(f) under the Exchange Act, if, at any time on or after the date hereof and before the Expiration Date, any of the following events shall have occurred or shall have been determined by Zions to have occurred:

• we determine that there will be a reasonable likelihood that the consummation of the Offer and the purchase of Depositary Shares will cause the Depositary Shares to be delisted from the NYSE;

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• legislation amending the Internal Revenue Code of 1986, as amended (the “Code”) has been passed by either the U.S. House of Representatives or the U.S. Senate or becomes pending before the U.S. House of Representatives or the U.S. Senate or any committee thereof, the effect of which, in our reasonable judgment, would be to change the tax consequences of the transaction contemplated by the Offer in any manner that would adversely affect us or any of our affiliates;

• any change (or condition, event or development involving a prospective change) has occurred or been threatened in the business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations, results of operations or prospects of us or any of our subsidiaries or affiliates that, in our reasonable judgment, does or could reasonably be expected to have a materially adverse effect on us or any of our subsidiaries or affiliates;

• there has occurred:

• any general suspension of, or general limitation on prices for, or trading in, securities on any national securities exchange in the United States or in the over-the-counter market;

• a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation (whether or not mandatory) by any governmental agency or authority on, or any other event that, in our reasonable judgment, could reasonably be expected to adversely affect, the extension of credit by banks or other financial institutions;

• the commencement or escalation of a war, armed hostilities or other similar national or international calamity directly or indirectly involving the United States;

• in the case of any of the foregoing existing at the time of the commencement of the Offer, in our reasonable judgment, a material acceleration or worsening thereof;

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

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

• make the acceptance for payment of, or payment for, some or all of the Depositary Shares illegal or otherwise restrict or prohibit completion of the Offer; or

• delay or restrict the ability of Zions, or render Zions unable, to accept for payment or pay for some or all of the Depositary Shares.

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

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Section 7.     Historical Price Range of Depositary Shares.

The Depositary Shares are listed on the NYSE. On May 29, 2009, the last reported sale price for the Depositary Shares was $11.10 per Depositary Share. As of May 29, 2009 there were 9,600,000 Depositary Shares outstanding.

	Price Range of Preferred A Stock				Dividend Paid
	Low		High		Per Share
2009:
Second Quarter (through May 29, 2009)	$	6.45	$	11.38	$	0.2555	(1)
First Quarter		4.79		11.92		0.2500
2008:
Fourth Quarter	$	4.35	$	12.12	$	0.2528
Third Quarter		9.35		17.00		0.2556
Second Quarter		13.50		17.90		0.2556
First Quarter		16.85		22.00		0.3482
2007:
Fourth Quarter	$	19.69	$	24.39	$	0.3927
Third Quarter		23.50		25.90		0.3757
Second Quarter		25.28		26.20		0.5000
First Quarter		25.16		26.35		0.3995

(1) Dividend is payable on June 15, 2009 to holders of record on June 1, 2009.

Section 8.    Source and Amount of Funds.

Assuming that 4,000,000 Depositary Shares are validly tendered and purchased in the Offer and the Purchase Price is an amount between $10.00 and $11.50 per Depositary Share (in increments of $0.10), the aggregate purchase price for the Depositary Shares will be between $40 million and $46 million. If the Offer is completed, all of the funds necessary to purchase Depositary Shares validly tendered in the Offer and not validly withdrawn prior to the Expiration Date will be from the net proceeds from the Common Stock Sale as described under Section 9.

The number of Depositary Shares to be purchased will be decreased to the extent that the Common Stock Sale described below under Section 9 results in net proceeds less than the amount required to pay the aggregate Purchase Price for all Depositary Shares to be purchased. If we decrease the number of Depositary Shares being sought in the Offer, and the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that the notice of such decrease is first published, sent or given to security holders in the manner specified in this Section 15, the Offer will be extended until the expiration of such ten business day period.

Section 9.     Certain Information Concerning Zions.

Concurrent Transactions. On June 1, 2009, Zions Bancorporation entered into an equity distribution agreement with Goldman, Sachs & Co. (“Goldman Sachs”), pursuant to which the Company may offer and sell through or to Goldman Sachs, from time to time, shares of the Company’s Common Stock, without par value (the “Common Stock”), with an aggregate sales price of up to $250,000,000 (the “Common Stock Sale”). Sales of our Common Stock, if any, will be made by means of ordinary brokers’ transactions on Nasdaq or otherwise at market prices or to Goldman Sachs for resale at a price to be agreed on by the Company and Goldman Sachs.

The Common Stock will be issued pursuant to the Company’s Registration Statement on Form S-3 (No. 333-158319) previously filed by the Company with the SEC.

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On June 1, 2009, we also announced that we plan to commence an offer to exchange for each $1,000 principal amount of any of our three outstanding series of subordinated notes $1,000 principal amount of a newly issued series of subordinated notes. Each newly issued series of subordinated notes is identical to the corresponding series of outstanding subordinated notes, except as follows. Following the completion of that exchange offer, we plan to enter into a supplemental indenture which will modify the terms of any outstanding notes not validly tendered in the exchange offer to permit such outstanding notes to be converted into 40 depositary shares each representing a 1/40^th ownership interest in a share of either, at the option of the holder, our Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock or our 9.50% Series C Non-Cumulative Perpetual Preferred Stock. The new notes will not contain this conversion feature. The exchange offer is being conducted in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended, or the Securities Act, to exempt the exchange offer from the registration requirements of the Securities Act with respect to the exchange of the outstanding subordinated notes for the new subordinated notes.

Additional Information. Zions is subject to the information requirements of the Exchange Act, and, in accordance therewith, files periodic reports and other information relating to its business, financial condition and other matters. Pursuant to Rule 13e-4(c)(2) under the Exchange Act, Zions has filed with the SEC an Issuer Tender Offer Statement on Schedule TO which includes additional information with respect to the Offer. This material and other information may be inspected at the public reference facilities maintained by the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of this material can also be obtained by mail, upon payment of the SEC’s customary charges, by writing to the Public Reference Section at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The SEC also maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC.

Incorporation by Reference. The SEC allows us to “incorporate by reference” into this Offer to Purchase the information we file with the SEC, which means that we can disclose important information to you by referring to another document filed separately with the SEC. The information that we file after the date of this Offer to Purchase with the SEC will automatically be deemed to be incorporated by reference and will update and supersede this information. We incorporate by reference into this Offer to Purchase the documents listed below and any future filings made by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering described in this Offer to Purchase:

• Our Annual Report on Form 10-K for the fiscal year ended December 31, 2008;

• Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009; and

• Our Current Reports on Form 8-K filed on January 23, 2009, March 31, 2009, April 21, 2009 and June 1, 2009 (except in each case, any information that has been deemed to be “furnished” and not filed, and any exhibits related thereto).

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

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You may request a copy of any of these filings at no cost by writing to or telephoning us at the following address and telephone number:

Investor Relations

Zions Bancorporation

One South Main Street, 15th Floor

Salt Lake City, Utah 84133

(801) 524-4787

In addition, these filings are available on our website at http://www.zionsbancorporation.com. Our website does not form a part of this Offer to Purchase.

Section 10.    Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Depositary Shares and Other Securities.

As of May 29, 2009, Zions had 9,600,000 issued and outstanding Depositary Shares.

Based on our records and on information provided to us by our executive officers, directors, affiliates and subsidiaries, neither we nor any of our affiliates, subsidiaries, directors or executive officers have effected any transactions involving the Depositary Shares during the 60 days prior to June 1, 2009.

Based on our records and on information provided to us by our executive officers, directors, affiliates and subsidiaries, neither we nor any of our affiliates, subsidiaries, directors or executive officers own any Depositary Shares, other than W. David Hemingway, Executive Vice President—Chief Investment Officer, who owns 1,000 Depositary Shares.

Except (1) as otherwise described herein, (2) for the compensation of our directors as described in Item III of our Annual Report on Form 10-K for the year ended December 31, 2008, (3) for the compensatory arrangements described in Item III of our Annual Report on Form 10-K for the year ended December 31, 2008, (4) for the outstanding equity incentive awards granted to our directors, executive officers and other employees pursuant to our equity incentive plans, which is described in Item III of our Annual Report on Form 10-K for the year ended December 31, 2008 and (5) in connection with a capital investment by the Treasury in the Company under the CPP as described in our Annual Report on Form 10-K for the year ended December 31, 2008, all of which descriptions are incorporated herein by reference, neither we nor, to the best of our knowledge, any of our affiliates, directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the offer or with respect to any of our securities, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer for the voting of securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations.

Section 11.    Effects of the Offer on the Market for Depositary Shares; Registration Under the Exchange Act.

The Depositary Shares are listed on the NYSE. On May 29, 2009, the last reported sale price for the Depositary Shares was $11.10 per Depositary Share. As of May 29, 2009, there were 9,600,000 Depositary Shares outstanding and such Depositary Shares were held of record by 55 holders of Depositary Shares. All of the Depositary Shares are held through DTC. To the extent that any of the Depositary Shares are purchased pursuant to the Offer, the number of outstanding Depositary Shares will be reduced and the liquidity for the Depositary Shares is likely to be significantly reduced. For this reason, there is no guarantee that there will continue to be a secondary market for the Depositary Shares following the Offer. Even if there is a secondary market for the Depositary Shares, transaction costs in any secondary market could be high. As a result, the difference between bid and asked prices in any secondary market could be substantial.

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Based upon the listing standards of the NYSE, we do not expect that our purchase of Depositary Shares in the Offer will cause the Depositary Shares to be delisted from the NYSE. The Offer is conditioned on, among other things, there not being any reasonable likelihood, in our sole judgment, that the consummation of the Offer and the purchase of Depositary Shares will cause the Depositary Shares to be delisted from the NYSE. See Section 6.

Our common stock is publicly traded on Nasdaq and registered under the Exchange Act, which requires, among other things, that we furnish certain information to our shareholders and the SEC and comply with the SEC’s proxy rules in connection with meetings of our shareholders.

Section 12.    Legal Matters; Regulatory Approvals.

Zions is not aware of any license or regulatory permit that appears material to its business that might be adversely affected by its acquisition of Depositary Shares as contemplated by the Offer. Under the Federal Reserve’s risk-based capital guidelines applicable to bank holding companies, the repurchase of the Series A Preferred underlying the Depositary Shares was subject to prior approval of the Federal Reserve, which was obtained. We have also obtained a consent from the Treasury under the securities purchase agreement entered into in connection with the CPP to our repurchase of the Series A Preferred contemplated hereby.

Zions is not aware of any other approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supra-national, that would be required for the acquisition of Depositary Shares or underlying shares of Series A Preferred by Zions as contemplated by the Offer. Should any approval or other action be required, Zions presently contemplates that it will seek that approval or other action. Zions is unable to predict whether it will be required to delay the acceptance for payment of or payment for Depositary Shares tendered under the Offer pending the outcome of any such matter. There can be no assurance that any approval or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result in adverse consequences to its business, results of operations and/or financial condition.

The obligations of Zions under the Offer to accept for payment and pay for Depositary Shares is subject to conditions. See Section 6.

Section 13.    Certain Material United States Federal Income Tax Consequences.

IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the IRS, we inform you that (i) any U.S. tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used, for the purpose of avoiding penalties under the Internal Revenue Code; (ii) any such tax advice is written in connection with the promotion or marketing of the matters addressed; and (iii) if you are not the original addressee of this communication, you should seek advice based on your particular circumstances from an independent advisor.

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

This discussion addresses only holders who hold their Depositary Shares as capital assets within the meaning of Section 1221 of the Code. This discussion does not purport to consider all aspects of United States federal income taxation that might be relevant to holders in light of their particular circumstances and does not

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apply to holders that are subject to special rules under the United States federal income tax laws (such as, for example, financial institutions, brokers or dealers in securities, commodities or currencies, traders in securities who elect to apply a mark-to-market method of accounting, insurance companies, tax-exempt organizations, former citizens or residents of the United States, persons who hold Depositary Shares as part of a hedge, integrated transaction, straddle, constructive sale or conversion transaction, persons subject to the alternative minimum tax, regulated investment companies, real estate investment trusts, holders whose functional currency is not the United States dollar, partnerships or other pass-through entities for United States federal income tax purposes, or investors in such pass-through entities, persons that acquired their Depositary Shares through the exercise of employee stock options or otherwise as compensation or holders who own, or have previously owned at any time, (actually or constructively) stock possessing at least 10% of the Company’s voting power).

This summary does not address any state, local or non-U.S. tax consequences of participating in the Offer, nor does it address any United States federal tax considerations (e.g., estate or gift tax) other than those pertaining to U.S. federal income tax.

This summary does not apply to holders of Depositary Shares who are not U.S. Holders. Non-U.S. Holders should consult their own tax advisors regarding the United States federal income tax consequences and any applicable state, local and non-United States tax consequences of the Offer.

As used herein, a “U.S. Holder” means a beneficial owner of Depositary Shares that is, for United States federal income tax purposes, (1) an individual who is a citizen or resident of the United States, (2) a corporation (or entity treated as a corporation for United States federal income tax purposes) created or organized under the laws of the United States, any State thereof or the District of Columbia, (3) a trust (a) whose administration is subject to the primary supervision of a United States court and which has one or more United States persons who have the authority to make all substantial decisions or (b) that has a valid election in effect to be treated as a U.S. person, or (4) an estate, the income of which is subject to United States federal income taxation regardless of its source.

If a partnership (or other entity treated as a partnership for United States federal income tax purposes) holds Depositary Shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding the Depositary Shares, then you should consult your own tax advisor.

U.S. Holders should consult their own tax advisors to determine the particular tax consequences to them of participating in the Offer, including the applicability and effect of any United States federal income, estate and gift tax laws, as well as any state, local or non-U.S. tax laws.

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

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

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

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

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A sale of Depositary Shares by a U.S. Holder pursuant to the Offer will result in a “complete termination” if, after the sale, either (1) the U.S. Holder no longer owns any of our outstanding preferred or ordinary shares (either actually or constructively) or (2) the U.S. Holder no longer actually owns any of our outstanding preferred or ordinary shares and, with respect to any shares constructively owned, is eligible to waive, and effectively waives, such constructive ownership. U.S. Holders wishing to satisfy the “complete termination” test through waiver of constructive ownership should consult their own tax advisors.

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

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

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

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

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

If a U.S. Holder satisfies either of the Section 302 tests described above, the U.S. Holder will recognize gain or loss equal to the difference between the amount of cash received (including cash received that is attributable to accrued but unpaid dividends, but reduced by an amount attributable to declared but unpaid dividends, which would be taxable in the manner described below under “—Distribution Treatment”) and such U.S. Holder’s tax basis in the Depositary Shares tendered. Generally, a U.S. Holder’s tax basis for the Depositary Shares will be equal to the cost of the Depositary Shares to the U.S. Holder, less any prior distributions treated as a return of capital. Any such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the holding period of the Depositary Shares exceeds one year as of the date of the sale pursuant to the Offer. In the case of a non-corporate U.S. Holder, the maximum rate of United States federal income tax applicable to long-term capital gain on Depositary Shares held for more than one year is generally 15%. Certain limitations apply to the deductibility of capital losses by U.S. Holders. Gain or loss must be determined separately for each block of tendered Depositary Shares (i.e., Depositary Shares acquired by the U.S. Holder at the same cost in a single transaction). Any such gain or loss will generally be U.S. source income or loss (for U.S. foreign credit tax purposes).

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

Any payment treated as a dividend will generally constitute “qualified dividend income” that is subject to taxation at a maximum rate of 15% for non-corporate U.S. Holders provided certain holding period requirements are met. Corporate holders that receive payments treated as a dividend will generally be eligible for the corporate dividends received deduction.

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

Under recently proposed regulations, if a U.S. Holder were subject to distribution treatment under Section 302, and the U.S. Holder held more than one class of shares, the U.S. Holder’s tax basis in one class of shares would not be added to the U.S. Holder’s basis in the other class. Furthermore, in the event the U.S. Holder would not retain any shares following the tender, the U.S. Holder’s tax basis in the tendered shares would not be added to shares held by a related person. Instead, in the event the U.S. Holder otherwise would lose its basis in its shares by virtue of having had all of its shares redeemed and having had such redemption treated as a distribution, the U.S. Holder would recognize a loss. Such loss, however, would generally be deferred until such time as the U.S. Holder would have recognized gain on the sale of the shares, rather than a deemed distribution, pursuant to Section 302 (or such time as all the classes of shares became worthless). The proposed regulations are only effective for transactions entered into after they are published as final, and it is not clear if and when they will be finalized.

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

Section 14.    Accounting Treatment.

Upon consummation of the Offer, the liquidation preference of the shares of Series A Preferred underlying the Depositary Shares purchased in the Offer will be removed from shareholders’ equity, and the discount between the Purchase Price and the liquidation preference will be recorded as an increase to the Company’s retained earnings. The dollar value of the discount will also be included within the Company’s earnings per share calculation as an increase to net income available to common shareholders.

Section 15.    Extension of the Offer; Termination; Amendment.

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

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

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

• Zions increases or decreases the price to be paid for Depositary Shares or decreases the number of Depositary Shares being sought in the Offer, and

• the Offer is scheduled to expire at any time earlier than the expiration of a period ending on the tenth business day from, and including, the date that the notice of an increase or decrease is first published, sent or given to security holders in the manner specified in this Section 15,

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

Section 16.    Fees and Expenses.

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

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

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

Section 17.    Miscellaneous.

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

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

Zions’ Board of Directors has not taken a position on whether the holders of Depositary Shares should tender their Depositary Shares in the Offer. Zions has not authorized any person to give any information or to make any representation in connection with the Offer other than those contained in this Offer to Purchase or in the Letter of Transmittal. If anyone makes any recommendation or representation to you or gives you any information, you must not rely upon that recommendation, representation or information as having been authorized by Zions or the Information Agent.

June 1, 2009

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The Dealer Manager for the Offer is:

Goldman, Sachs & Co.

One New York Plaza

New York, NY 10004

Attn: Liability Management Group

Call: (212) 902-5183

Call toll-free: (800) 828-3182

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

The Tender Agent for the Offer is:

D.F. King & Co., Inc.

By facsimile:

(For Eligible Institutions only):

(212) 809-8838

Confirmation:

(212) 269-5550

By Mail/Overnight Courier/Hand

Delivery:

48 Wall Street

New York, NY 10005

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

The Information Agent for the Offer is:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokers call collect: (212) 269-5550

All Others Call Toll Free: (800) 901-0068

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EX-99.(A)(1)(B)

EXHIBIT (a)(1)(B)

LETTER OF TRANSMITTAL

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

Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock

ZIONS BANCORPORATION

Pursuant to the Offer to Purchase, dated June 1, 2009

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M.,

NEW YORK CITY TIME, ON JUNE 26, 2009 UNLESS ZIONS EXTENDS THE OFFER.

The Tender Agent for the Offer is:

D.F. King & Co., Inc.

By facsimile :

(For Eligible Institutions only):

(212) 809-8838

Confirmation:

(212) 269-5550

By Mail/Overnight Courier/Hand

Delivery:

48 Wall Street

New York, NY 10005

DESCRIPTION OF DEPOSITARY SHARES TENDERED

Name(s) and Address(es) of Holder(s) or Name(s) of DTC Participants and Each Participant’s DTC Account Number in which Depositary Shares are Held (Please fill in, if blank)	Depositary Shares Tendered (Attach and sign additional list if necessary)
	Liquidation   Preference Amount   Represented*	Liquidation   Preference Amount   Tendered

* Unless otherwise indicated in the column labeled “Liquidation Preference Amount Tendered” and subject to the terms and conditions of the Offer to Purchase, a holder will be deemed to have tendered the entire liquidation preference amount represented by the Depositary Shares indicated in the column labeled “Liquidation Preference Amount Represented.” See Instruction 4.

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

You should use this Letter of Transmittal if you are causing the Depositary Shares to be delivered by book-entry transfer to the Tender Agent’s account at DTC pursuant to the procedures set forth in Section 3 of the Offer to Purchase and you are not sending an agent’s message through DTC’s Automated Tender Offer Program (“ATOP”). Only financial institutions that are participants in DTC’s book-entry system may make book-entry delivery of the Depositary Shares.

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

All of the Depositary Shares are held in book-entry form through the facilities of DTC. You should use this Letter of Transmittal only if you are delivering Depositary Shares through a book-entry transfer into the Tender Agent’s account at DTC in accordance with Section 3 of the Offer to Purchase and you are not sending an agent’s message through DTC’s ATOP.

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

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

Names(s) of Tendering Institution:

Account Number:

Transaction Code Number:

THE UNDERSIGNED IS TENDERING DEPOSITARY SHARES AS FOLLOWS (CHECK ONLY ONE BOX):

(1) DEPOSITARY SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER (SEE INSTRUCTION 10)

By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER “Depositary Shares Tendered at Price Determined Pursuant to the Offer” below, the undersigned hereby tenders Depositary Shares at the price checked. This action could result in none of the Depositary Shares being purchased if the Purchase Price (as defined in the Offer to Purchase) for the Depositary Shares is less than the price checked below. A STOCKHOLDER WHO DESIRES TO TENDER DEPOSITARY SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH DEPOSITARY SHARES ARE TENDERED. The same Depositary Shares cannot be tendered, unless previously validly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price.

PRICE (IN DOLLARS) PER DEPOSITARY SHARE AT WHICH SHARES ARE BEING TENDERED

¨	10.00	¨	10.80
¨	10.10	¨	10.90
¨	10.20	¨	11.00
¨	10.30	¨	11.10
¨	10.40	¨	11.20
¨	10.50	¨	11.30
¨	10.60	¨	11.40
¨	10.70	¨	11.50
OR

(2) DEPOSITARY SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER (SEE INSTRUCTION 10)

By checking the box below INSTEAD OF ONE OF THE BOXES UNDER “Price (in Dollars) Per Depositary Share at which Shares are Being Tendered” above, the undersigned hereby tenders Depositary Shares at the Purchase Price, as the same shall be determined in accordance with the terms of the Offer.

¨ The undersigned wishes to maximize the chance of having the Company purchase all of the Depositary Shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes above, the undersigned hereby tenders the Depositary Shares and is willing to accept the Purchase Price determined in accordance with the terms of the Offer. This action may lower the Purchase Price for all Depositary Shares purchased in the Offer and could result in receiving a price per share as low as $10.00.

CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, THERE IS NO VALID TENDER OF DEPOSITARY SHARES.

NOTE: SIGNATURES MUST BE PROVIDED BELOW.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to Zions Bancorporation, a Utah corporation (“Zions”), the above-described depositary shares (the “Depositary Shares”) each representing a 1/40th ownership interest in a share of Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock liquidation preference $25.00 per depositary share, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 1, 2009, and in this Letter of Transmittal (which together, as they may be amended and supplemented from time to time, constitute the “Offer”), receipt of which is hereby acknowledged at a price per Depositary Share indicated in this Letter of Transmittal, plus accrued but unpaid dividends up to, but not including, the date the Depositary Shares are purchased, net to the seller in cash, without interest, upon the terms and subject to the conditions of the Offer.

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

(a) transfer ownership of such Depositary Shares on the account books maintained by the Depository Trust Company (“DTC”), together with all accompanying evidences of transfer and authenticity, to or upon the order of Zions, upon receipt by the Tender Agent, as the undersigned’s agent, of the Purchase Price (as defined below) with respect to such Depositary Shares; and

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

The undersigned understands that Zions, upon the terms and subject to the conditions of the Offer, will pay the Purchase Price for Depositary Shares validly tendered into, and not validly withdrawn from, the Offer subject to the conditions of the Offer in the Offer to Purchase.

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

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

(b) when and to the extent Zions accepts the Depositary Shares for purchase, Zions will acquire good and marketable title to them, free and clear of all security interests, liens, restrictions, claims, charges, encumbrances, conditional sales agreements or other obligations relating to their sale or transfer, and the Depositary Shares will not be subject to any adverse claims or rights; and

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

The undersigned understands that tendering of Depositary Shares under either of the procedures described in Section 3 of the Offer to Purchase and in the instructions to this Letter of Transmittal will constitute an agreement between the undersigned and Zions upon the terms and subject to the conditions of the Offer. The undersigned acknowledges that under no circumstances will Zions pay interest on the Purchase Price.

The undersigned understands that, upon the terms and subject to the conditions of the Offer, the Company will, based on the number of Depositary Shares validly tendered and the prices specified by the tendering stockholders, determine the lowest per Depositary Share price within the range (such price, the “Purchase Price”) that will enable it to purchase 4,000,000 Depositary Shares or, if a lesser number of Depositary Shares are validly tendered, all Depositary Shares that are validly tendered and not validly withdrawn. All Depositary Shares will be purchased subject to the terms and conditions of the Offer, including its proration provisions. All

Depositary Shares purchased in the Offer will be purchased at the same Purchase Price per Depositary Share regardless of whether the stockholder tendered Depositary Shares at a lower price. No Depositary Shares tendered at a price above the Purchase Price will be purchased in the Offer. The Company will return at its expense all other Depositary Shares, including Depositary Shares validly tendered at prices greater than the Purchase Price and not validly withdrawn and any Depositary Shares not purchased because of proration, promptly following the Expiration Date. The undersigned acknowledges that the Company will not pay interest on the Purchase Price regardless of how long it takes for payment to be effected and that the Company may reduce amounts payable in light of applicable taxes, if any.

The undersigned recognizes that under certain circumstances set forth in the Offer to Purchase, Zions may terminate or amend the Offer, or may postpone the acceptance for payment of, or the payment for, Depositary Shares validly tendered. However, if Zions does not accept by 11:59 P.M., New York City time, on July 27, 2009, Depositary Shares that have been validly tendered, you may also withdraw your Depositary Shares.

The names and addresses of the registered holders of Depositary Shares or DTC participants should be printed, if they are not already printed above, exactly as they appear on a security listing as the owner of the Depositary Shares. The DTC participant’s account number, the number of Depositary Shares held in such account and the number of Depositary Shares to be tendered shall be set forth in the appropriate boxes above.

Unless otherwise indicated under “Special Payment and Delivery Instructions,” please transfer by credit to the account at the DTC designated above an amount equal to the aggregate Purchase Price of any Depositary Shares purchased (less the amount of any federal income or back-up withholding tax required to be withheld) and/or return any Depositary Shares not tendered or not purchased.

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

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

SHARE HOLDER(S)—SIGN HERE

(See Instructions 1 and 5)

(Please See Form W-9 or Form W-8BEN or other Form W-8, as applicable)

If this Letter of Transmittal is signed by a DTC participant whose name is shown as the owner of the Depositary Shares tendered hereby, the signature must correspond with the name shown on the security position listing as the owner of such Depositary Shares. If the Depositary Shares are registered in the names of two or more joint holders, each holder must sign this Letter of Transmittal. If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or any other person acting in a fiduciary or representative capacity, that person should so indicate when signing and must submit proper evidence satisfactory to Zions of his or her authority to so act. See Instruction 5.

Signature(s) of Shareholder(s)

 Dated:                     , 2009

 Name(s):                                                                                                                                                                                                      

Please Print

 Capacity (full title):                                                                                                                                                                                  

 Address:                                                                                                                                                                                                       

Please Include Zip/Postal Code

 (Country Code/Area Code) Telephone Number:                                                                                                                           

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

GUARANTEE OF SIGNATURE(S)

(If Required, See Instructions 1 and 5)

 Authorized Signature:                                                                                                                                                                              

 Name(s):                                                                                                                                                                                                      

Please Print

 Name of Firm:                                                                                                                                                                                            

 Address:                                                                                                                                                                                                       

Please Include Zip/Postal Code

 (Country Code/Area Code) Telephone Number:                                                                                                                           

 Dated:                     , 2009

SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS

(See Instructions 2, 5, 7 and 8)

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

¨ Payment Check(s)

Name(s):                                                                                                                                                                                                           

(Please Print)

Address:                                                                                                                                                                                                            

(Include Zip Code)

Taxpayer Identification Number,

Social Security Number

or Employer Identification Number

(See IRS Form W-9, or other applicable IRS Form)

¨ Credit unpurchased Depositary Shares by book-entry to the DTC account set forth below:

DTC Account Number:                                                                                                                                                                                

Number of Account Party:

INSTRUCTIONS TO LETTER OF TRANSMITTAL

Forming Part of the Terms of the Offer

1. Guarantee of Signatures.

Except as otherwise provided in this Instruction 1, all signatures on this Letter of Transmittal must be guaranteed by a Medallion Signature Guarantor, unless the signature is that of a firm that is a member of a registered national securities exchange or Financial Industry Regulatory Authority, Inc. or is a commercial bank or trust company having an office in the United States (an “Eligible Institution”). Signatures on this Letter of Transmittal need not be guaranteed if either (a) this Letter of Transmittal is signed by any DTC participant whose name appears on a security position listing as the owner of Depositary Shares tendered herewith and such participant(s) have not completed either of the boxes within “Special Payment and Delivery Instructions” in this Letter of Transmittal or (b) such Depositary Shares are tendered for the account of an Eligible Institution.

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

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

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

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

Zions does not intend to permit tenders of Depositary Shares by guaranteed delivery procedures.

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

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

Except as specifically provided by the Offer to Purchase, Zions will not accept any alternative, conditional or contingent tenders, nor will it purchase any fractional Depositary Shares. By executing this Letter of Transmittal, you waive any right to receive any notice of the acceptance for payment of your tendered Depositary Shares.

3. Inadequate Space.

If the space provided in the box captioned “Description of Depositary Shares Tendered” is inadequate, then you should list DTC participants’ account numbers, the number of Depositary Shares in the account and the number of Depositary Shares tendered on a separate signed schedule attached to this Letter of Transmittal.

4. Partial Tenders and Unpurchased Depositary Shares.

If fewer than all of the Depositary Shares owned by a holder are tendered, the holder must fill in the liquidation preference amounts of such Depositary Shares tendered in the third column of the box titled “Description of Depositary Shares Tendered” herein. The entire liquidation preference amount represented by the Depositary Shares delivered to the Tender Agent will be deemed to have been tendered, unless otherwise indicated.

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

a. Exact Signatures.

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

b. Joint Holders.

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

c. Signatures of Fiduciaries.

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

6. Stock Transfer Taxes.

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

7. Special Payment and Delivery Instructions. If any of the following conditions holds:

(a) check(s) for the Purchase Price of any Depositary Shares purchased pursuant to the Offer are to be issued to a person other than the person(s) signing this Letter of Transmittal;

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

(c) Depositary Shares that are not accepted for purchase are to be credited to an account maintained at DTC other than the one designated above,

then, in any such case, you must complete the appropriate box within “Special Payment and Delivery Instructions” as applicable in this Letter of Transmittal and make sure that the signatures herein are guaranteed as described in Instructions 1 and 5.

8. Tax Identification Number and Back-up Withholding.

TO ENSURE COMPLIANCE WITH IRS CIRCULAR 230, HOLDERS ARE HEREBY NOTIFIED THAT ANY STATEMENT HEREIN REGARDING ANY U.S. FEDERAL INCOME TAX MATTERS IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING ANY PENALTIES UNDER THE CODE. ANY SUCH STATEMENT HEREIN WAS WRITTEN IN CONNECTION WITH THE MARKETING OR PROMOTION OF THE OFFER TO PURCHASE. EACH TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER’S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

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

In order for a tendering holder of Depositary Shares who is not a U.S. Holder (as defined in Section 13 of the Offer to Purchase) to qualify as an exempt recipient with respect to back-up withholding such holder generally must submit to the Tender Agent a properly completed IRS Form W-8BEN, Form W-8ECI or Form W-8IMY, as applicable (instead of Form W-9), signed under penalties of perjury, attesting to such stockholder’s foreign status. An IRS Form W-8BEN is included in this Letter of Transmittal and other applicable forms can be obtained from the Tender Agent or from www.irs.gov.

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

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

9. Irregularities.

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

10. Questions; Requests for Assistance and Additional Copies.

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

Important: The Tender Agent must receive a properly completed and duly executed Letter of Transmittal or verification of acceptance of the Offer from DTC through an agent’s message (together with book-entry transfer and all other required documents) before the Expiration Date (as defined in the Offer to Purchase).

YOU MUST COMPLETE AND SIGN EITHER THE FORM W-9 BELOW OR THE APPLICABLE FORM W-8. IRS FORM W-8BEN IS ATTACHED BELOW – OTHER IRS FORMS W-8 CAN BE OBTAINED FROM THE DEPOSITARY OR FROM WWW.IRS.GOV.

Print or type

See Specific Instructions on page 2.

Form W-9 (Rev. October 2007) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Give form to the requester. Do not
send to the IRS.

Name (as shown on your income tax return)

Business name, if different from above

Check appropriate box:	¨	Individual/Sole proprietor	¨	Corporation	¨	Partnership	¨	Exempt payee
¨    Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership) u                     ¨    Other (see instructions) u

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

Requester’s name and address (optional)

City, state, and ZIP code

List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.
	Social security number
	or
	Employer identification number

Part II Certification

Under penalties of perjury, I certify that:

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

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

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

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. See the instructions on page 4.

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

General Instructions

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

Purpose of Form

A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

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

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

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

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

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

— An individual who is a U.S. citizen or U.S. resident alien,

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

— An estate (other than a foreign estate), or

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

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

Cat. No. 10231X Form W-9(Rev. 10-2007)

Form W-9 (Rev. 10-2007) Page 2

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

— The U.S. owner of a disregarded entity and not the entity,

— The U.S. grantor or other owner of a grantor trust and not the trust, and

— The U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

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

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

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

2. The treaty article addressing the income.

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

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

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

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

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

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

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

Payments you receive will be subject to backup withholding if:

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

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

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

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

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

Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Also see Special rules for partnerships on page 1.

Penalties

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

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

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

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

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name” line.

Limited liability company (LLC). Check the “Limited liability company” box only and enter the appropriate code for the tax classification (“D” for disregarded entity, “C” for corporation, “P” for partnership) in the space provided.

For a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Regulations section 301.7701-3, enter the owner’s name on the “Name” line. Enter the LLC’s name on the “Business name” line.

For an LLC classified as a partnership or a corporation, enter the LLC’s name on the “Name” line and any business, trade, or DBA name on the “Business name” line.

Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name” line.

Note. You are requested to check the appropriate box for your status (individual/sole proprietor, corporation, etc.).

Form W-9 (Rev. 10-2007) Page 3

Exempt Payee

If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the “Exempt payee” box in the line following the business name, sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

The following payees are exempt from backup withholding:

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

2. The United States or any of its agencies or instrumentalities,

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

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

5. An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

6. A corporation,

7. A foreign central bank of issue,

8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

9. A futures commission merchant registered with the Commodity Futures Trading Commission,

10. A real estate investment trust,

11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

12. A common trust fund operated by a bank under section 584(a),

13. A financial institution,

14. A middleman known in the investment community as a nominee or custodian, or

15. A trust exempt from tax under section 664 or described in section 4947.

The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.

IF the payment is for . . .	THEN the payment is exempt for . . .
Interest and dividend payments	All exempt payees except for 9
Broker transactions	Exempt payees 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker
Barter exchange transactions and patronage dividends	Exempt payees 1 through 5
Payments over $600 required to be reported and direct sales over $5,000 1	Generally, exempt payees 1 through 7 2

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

² However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)

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

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

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited liability company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

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

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

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

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

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

Part II. Certification

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

For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt payees, see Exempt Payee on page 2.

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

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

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

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

Form W-9 (Rev. 10-2007) Page 4

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

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

What Name and Number To Give the Requester
	For this type of account:	Give name and SSN of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account 1
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor 2
4.	a.   The usual revocable savings trust (grantor is also trustee)	The grantor-trustee 1
	b.   So-called trust account that is not a legal or valid trust under state law	The actual owner 1
5.	Sole proprietorship or disregarded entity owned by an individual	The owner 3
	For this type of account:	Give name and EIN of:
6.	Disregarded entity not owned by an individual	The owner
7.	A valid trust, estate, or pension trust	Legal entity 4
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

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

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

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

⁴ List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

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

Secure Your Tax Records from Identity Theft

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

To reduce your risk:

— Protect your SSN,

— Ensure your employer is protecting your SSN, and

— Be careful when choosing a tax preparer.

Call the IRS at 1-800-829-1040 if you think your identity has been used inappropriately for tax purposes.

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

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

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

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

Visit the IRS website at www.irs.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S. possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

This Letter of Transmittal and any other required documents should be sent or delivered by each tendering holder of Depositary Shares or its broker, dealer, commercial bank, trust company or other nominee to the Tender Agent at one of its addresses set forth on the front cover of this Letter of Transmittal.

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

The Dealer Manager for the Offer is:

Goldman, Sachs & Co.

One New York Plaza

New York, NY 10004

Attn: Liability Management Group

Call: (212) 902-5183

Call toll-free: (800) 828-3182

The Information Agent for the Offer is:

D.F. King & Co., Inc.

48 Wall Street

New York, NY 10005

Banks and Brokers call collect: (212) 269-5550

All Others Call Toll Free: (800) 901-0068

EX-99.(A)(5)(B)

EXHIBIT (a)(5)(B)

This announcement is neither an offer to purchase nor a solicitation of an offer to sell Depositary Shares. The offer is made solely

by the Offer to Purchase, dated June 1, 2009 (the “Offer to Purchase”), and the related Letter of Transmittal, and any amendments

or supplements thereto. The offer is not being made to, nor will tenders be accepted from or on behalf of, holders in any

jurisdiction in which the making or acceptance of offers to sell shares would not be in compliance with the laws of that

jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the offer to be made by a licensed broker

or dealer, the offer shall be deemed to be made on behalf of Zions Bancorporation by Goldman, Sachs & Co., the Dealer

Manager for the offer, or by one or more registered brokers or dealers licensed under the laws of that jurisdiction.

Notice of Offer to Purchase for Cash

by

Zions Bancorporation

Up to 4,000,000 Depositary Shares Representing a 1/40th Ownership Interest in a Share of Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock At a Per Share Purchase Price Not Less Than $10.00 nor Greater Than $11.50

Zions Bancorporation, a Utah corporation (the “Company”), is offering to purchase up to 4,000,000 shares of its outstanding Depositary Shares each representing a 1/40th ownership interest in a share of Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock, with a liquidation preference of $25.00 per Depositary Share (the “Depositary Shares”), at a price not less than $10.00 nor greater than $11.50 per Depositary Share (in increments of $0.10), plus accrued but unpaid dividends up to, but not including, the date the Depositary Shares are purchased, net to the seller in cash, without interest, for Depositary Shares validly tendered and not validly withdrawn. The offer is subject to the terms and conditions set forth in the Offer to Purchase and the related Letter of Transmittal, which, together with any amendments or supplements to either, collectively constitute the “Offer.”

The Offer is not conditioned on receipt of financing or on a minimum number of Depositary Shares being tendered. The Offer is, however, subject to conditions as set forth in the Offer to Purchase.

THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON FRIDAY, JUNE 26, 2009, UNLESS THE OFFER IS EXTENDED.

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

Upon the terms and subject to the conditions of the Offer, the Company will select the lowest price per share (the “Purchase Price”) that will enable it to purchase 4,000,000 Depositary Shares or, if a lesser number of Depositary Shares are validly tendered, all Depositary Shares that are validly tendered and not validly withdrawn. All shares purchased in the Offer will be purchased at the same Purchase Price regardless of whether a holder has validly tendered Depositary Shares at a lower price. Only Depositary Shares validly tendered at prices at or below the Purchase Price, and not validly withdrawn, will be purchased. However, because of proration as described in the Offer to Purchase, even if a holder validly tenders Depositary Shares at or below the Purchase

Price, all of the Depositary Shares tendered may not be purchased if more than the number of Depositary Shares sought are validly tendered. Depositary Shares not purchased in the Offer will be returned at the Company’s expense promptly following the expiration of the Offer.

Under no circumstances, including, but not limited to, by reason of any delay in making payment, will the Company pay interest on the Purchase Price. The Offer will expire at 11:59 P.M., New York City time, on June 26, 2009, unless extended (such date and time, as the same may be extended, the “Expiration Date”). The Company may extend the period of time in which the Offer will remain open. The Company will pay for all validly tendered and not validly withdrawn Depositary Shares promptly after the Expiration Date (the “Payment Date”). Subject to applicable Securities and Exchange Commission (the “SEC”) regulations, the Company reserves the right, in its sole discretion, to change the terms of the Offer, including, but not limited to, purchasing more or less than 4,000,000 Depositary Shares in the Offer. In accordance with SEC rules, the Company may, and expressly reserves the right to, purchase in the Offer an additional amount of Depositary Shares not to exceed 2% of the outstanding Depositary Shares without amending or extending the Offer. In addition, the Company could decide to purchase Depositary Shares beyond a 2% increase, subject to applicable legal requirements.

In order to tender Depositary Shares in the Offer, prior to the expiration of the Offer, a holder must deliver to the Tender Agent a properly completed Letter of Transmittal (or an agent’s message, as defined in the Offer to Purchase), including any required signature guarantees, together with a confirmation of receipt for the Depositary Shares pursuant to the procedure for book-entry transfer described in the Offer to Purchase, as well as any other documents required by the Letter of Transmittal.

For purposes of the Offer, the Company will be deemed to have accepted for payment, and therefore purchased, Depositary Shares that are validly tendered and are not validly withdrawn, only when, as of and if it gives oral or written notice to D. F. King & Co., Inc., the Tender Agent for the Offer, of its acceptance of the Depositary Shares for payment under the Offer. The Company will pay for Depositary Shares tendered and accepted for payment in the Offer only after timely confirmation of a book-entry transfer of such Depositary Shares into the Tender Agent’s account at The Depository Trust Company (“DTC”) a properly completed Letter of Transmittal or a manually signed facsimile thereof or an agent’s message, and any other documents required by the Letter of Transmittal.

Upon the terms and subject to the conditions of the Offer, if more than 4,000,000 Depositary Shares have been validly tendered and not validly withdrawn at or prior to the Expiration Date, the Company will purchase all validly tendered Depositary Shares tendered at or below the Purchase Price on a pro rata basis, if necessary, subject to adjustment to avoid the purchase of fractional shares. If the Offer is over-subscribed, the Company may not be able to announce the final results of any proration or commence payment for any Depositary Shares purchased pursuant to the Offer until approximately seven business days after the Expiration Date.

The Company expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and payment for, any Depositary Shares by giving oral or written notice of such extension to the Tender Agent and making a public announcement of such extension. The Company also expressly reserves the right, in its sole discretion, to terminate the Offer and not accept for payment or pay for any Depositary Shares not theretofore accepted for payment or paid for, or, subject to applicable law, to postpone payment for Depositary Shares upon the occurrence of any of the conditions specified in the Offer to Purchase by giving oral or written notice of such termination or postponement to the Tender Agent and making a public announcement of such termination or postponement.

The Company is undertaking the Offer as part of its overall plan to augment the composition of its capital by increasing the common shareholders’ equity component of Tier 1 capital.

Upon consummation of the Offer, the carrying value of the shares of Series A Preferred Stock which are purchased in the Offer will reduce shareholders’ equity, and the discount between the repurchase price and the carrying value will result in an increase to the Company’s retained earnings.

IRS CIRCULAR 230 DISCLOSURE: TO ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE INTERNAL REVENUE SERVICE, THE COMPANY INFORMS YOU THAT (I) ANY U.S. TAX ADVICE CONTAINED HEREIN IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE DUSED, FOR THE PURPOSE OF AVOIDING PENALTIES UNDER THE INTERNAL REVENUE CODE; (II) ANY SUCH TAX ADVICE IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE MATTERS ADDRESSED; AND (III) YOU SHOULD SEEK ADVICE BASED ON YOUR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT ADVISOR.

Generally, the receipt of cash by holders in exchange for Depositary Shares in the Offer will be treated for U.S. federal income tax purposes as either (i) a sale or exchange of such Depositary Shares or (ii) a distribution in respect of the stock of the Company, depending on the particular circumstances of each holder. Holders will generally be subject to U.S. federal income tax and applicable tax withholding on the exchange of their Depositary Shares for cash in the Offer. The Company intends to withhold tax on payments to holders to the extent required. Holders are encouraged to read the Offer to Purchase, particularly Section 13, for additional information regarding the U.S. federal income tax consequences of participating in the Offer. The Company recommends that holders consult with their tax advisors with respect to their particular situations.

Holders may withdraw any Depositary Shares they have tendered at any time before the Expiration Date. If the Company has not accepted for payment the Depositary Shares that have been tendered to it, holders may also withdraw their Depositary Shares after 11:59 p.m., New York City time, on Monday, July 27, 2009. To withdraw Depositary Shares, holders must deliver a written notice of withdrawal with the required information to the Tender Agent while holders still have the right to withdraw their Depositary Shares. Any notice of withdrawal must also specify the name and number of the account at DTC to be credited with the withdrawn Depositary Shares and otherwise comply with DTC’s procedures.

The Company will decide, in its sole discretion, all questions as to the form and validity of notices of withdrawal, and each such decision will be final and binding. None of the Company, the Dealer Manager, the Information Agent, the Tender Agent, or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failure to give any such notification.

The information required to be disclosed by Rule 13e-4(d)(1) under the Securities Exchange Act of 1934, as amended, is contained in the Offer to Purchase and is incorporated herein by reference.

The Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of Depositary Shares and will be furnished to banks, brokers, dealers, and trust companies and similar persons whose names, or the names of whose nominees, appear on the Company’s holder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Depositary Shares. The Company has requested the holders list and the security listing position for this purpose.

The Offer to Purchase and the related Letter of Transmittal contain important information that holders should read carefully before they make any decision with respect to the Offer. Holders may obtain additional copies of the Offer to Purchase and the Letter of Transmittal from the Information Agent at the address and telephone number set forth below. The Information Agent will promptly furnish to holders additional copies of these materials at the Company’s expense.

Please direct any questions or requests for assistance to the Information Agent or the Dealer Manager at their respective telephone numbers and addresses set forth below. Holders may also contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offer. To confirm delivery of Depositary Shares, please contact the Tender Agent.

The Information Agent for the Offer is:

D. F. King & Co., Inc.

48 Wall Street New York, NY 10005

Banks and Brokers Call Collect: (212) 269-5550

All Others Call Toll Free: (800) 901-0068

The Dealer Manager for the Offer is:

Goldman, Sachs & Co.

One New York Plaza

New York, NY 10004

Call Toll Free: (800) 828-3182

June 1, 2009

This advertisement prepared by:	Scheduled to appear in:
	The Wall Street Journal — 4 col. x 21” — b/w — June 1, 2009
	90498 — Zions — Summary Ad
	Proof 2b — 05/31/09 — 00:50

EX-99.(A) (5) (C)

1 June 2009

Zions Bancorporation

Capital Augmentation Actions

Exhibit (a)(5)(c)

Forward-Looking Statements

This presentation contains statements that relate to the projected performance of Zions Bancorporation and elements of or

affecting such performance, including statements with respect to

the beliefs, plans, objectives, goals, guidelines, expectations,

anticipations and estimates of management.  These statements constitute forward-looking information within the meaning of the

Private Securities Litigation Reform Act.  Actual facts, determinations, results or achievements may differ materially from the

statements provided in this presentation since such statements involve significant known and unknown risks and uncertainties. 

Factors that might cause such differences include, but are not limited to:  the level of participation in the tender offer or exchange

offer discussed in this presentation; the purchase price actually paid by Zions Bancorporation in its modified Dutch auction tender

offer for outstanding preferred stock; competitive pressures among financial institutions; economic, market and business

conditions,

either

nationally

or

locally

in

areas

in

which

Zions

Bancorporation

conducts

its

operations,

being

less

favorable

than

expected; changes in the interest rate environment reducing expected interest margins; changes in debt, equity and securities

markets; adverse legislation or regulatory changes and other factors described in Zions Bancorporation’s Annual Report on Form

10-K for the year ended December 31, 2008.  In addition, the statements contained in this presentation are based on facts and

circumstances as understood by management of the company on the date of this presentation, which may change in the future. 

Zions Bancorporation disclaims any obligation to update any statements or to publicly announce the result of any revisions to any

of the forward-looking statements included herein to reflect future events, developments, determinations or understandings.

In addition, certain assumptions used in the presentation for illustrating the potential impact  of future events on Zions’

performance contained in the credit losses and securities impairment charges in the slides entitled “Zions Stress Loan Losses”

and

“Example

Zions

Stress

Sensitivity

and

Capital

Actions

Impact”

do

not

represent

management’s

forecasts

or

expectations,

and

are included solely for illustrative purposes.

Other Information

Zions

Bancorporation

has

filed

a

registration

statement

(Registration

Statement

No.

333-158319,

including

a

prospectus)

with

the

SEC for our common stock offering. Before you invest, you should

read the Prospectus dated March

31, 2009 contained in that

registration

statement,

the

Prospectus

Supplement

dated

June

1,

2009

and

other

documents

Zions

Bancorporation

has

filed

with

the

SEC

for

more

complete

information

about

Zions

Bancorporation

and

this

offering.

You

may

get

these

documents

and

other

documents Zions Bancorporation has filed for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, Zions

Bancorporation, any underwriter or dealer participating in the offering will arrange to send you the prospectus and other

documents

Zions

Bancorporation

has

filed

with

the

SEC

if

you

request

it

by

calling

toll

free

(866)

471-2526.

This presentation does not constitute an offer to sell or the solicitation of an offer to buy any Zions Bancorporation common stock

or an offer to buy or the solicitation of an offer to sell any Zions Bancorporation depositary shares, and nor shall there be any sale

or purchase of securities of the company in any state or jurisdiction in which such an offer, solicitation, sale or purchase would be

unlawful.

Unless an exemption from the securities laws is available, any offering of Zions Bancorporation common stock may be

made

only

by

means

of

an

effective

registration

statement

(including

related

base

prospectus)

and

prospectus

supplement.

The

tender offer is being made only pursuant to the Offer to Purchase dated June 1, 2009, and the related letter of transmittal.

Capital Actions Announced Today

Expected Tangible

Common Impact

Common Equity Distribution Program

~ $250 mm

Up to $250 million, about 16%

  of current market cap

Over 2-3 quarters

Proceeds used for Ser A

  preferred tender and for

  general corporate purposes

Goldman Sachs is sales agent

Ser A $25 par Preferred Tender

~ $50 mm

Cash tender for 4 mm shares;

Modified Dutch auction

Tender range $10.00-11.50

per $25.00 par security

Goldman Sachs is dealer manager

Capital Actions Announced Today

Expected Tangible

Common Impact

Common Equity Distribution Program

~ $250 mm

Ser A $25 par Preferred Tender

~ $50 mm

Subordinated Debt Modification

~ $218 mm

Unilateral addition of option to

   convert to Ser A or Ser C

   preferred

Applies to all $1.4 billion of

   outstanding sub debt

Debt holders can 'opt out' of

   accepting the option

Triggers debt extinguishment

   and new debt issuance--

   GAAP and tax

Part of Face - Fair value difference

   recognized as income, part is direct

    addition to common equity

Common impact amortizes over ~6 years

or upon conversion to preferred

Sub debt becomes preferred capital if

conversion option is exercised

Deferred swap gain recognition

~ $110 mm

Recognize gain on debt swaps

  previously terminated, to the extent

  sub debt holders do not 'opt out'

Flows through income, does not amortize

Capital Actions Announced Today

•

Expected Tangible Common Equity increase

of up to $628 mm, which is ~111 bps of

tangible assets

•

All except Common Equity Distribution

Program equity expected to be completed

2Q2009

Capital Ratios—Pro Forma for

Capital Actions

Pro Forma 1Q09

Actual

Actual

14.21%

9.94%*

9.18%

6.37%

Scenario 1*

14.32%

10.22%

8.86%

5.89%

4Q08

9.18%

8.28%

Tangible Equity

14.21%

13.39%

Total Risk Based

10.29%

9.43%

Tier 1 Risk Based

6.37%

5.26%

Tangible Common Equity

Scenario 2

1Q09

*Assumes regulatory disallowance of $218 MM of Tangible Equity from Subordinated Debt

modification, and that no debt elects to convert to preferred stock

Reason for Capital Actions

•

Replenishes capital levels to historical

ranges

•

Provides additional capital cushion against

potential stress losses

•

Minimizes dilution to current shareholders

•

Not the result of Fed stress testing, but

guided by SCAP results

Net Charge-offs: Zions consistently ~50-80 bps 

annualized better than avg

of large

BHC’s

(Annualized % of Avg

Loans)

1.47%

2.39%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

Zions

Peer (weighted average)

Note: Peer group defined as bank holding companies with assets >= $10 billion. 

Peer data source: SNL.

CNB, IBOC, and DRL excluded due to lack of NCO and average loan data in SNL.

Peer Comparison NCOs & NALs

Source: SNL (Regulatory Data)

Note: HBAN adjusted to exclude Franklin

4Q08 NCOs / Average Loans (annualized)

4Q08 NALs / Loans (period end)

First Lien Mortgages

0.38%

0.69%

0.76%

0.82%

1.38%

1.86%

3.47%

HBAN

ZION

BBT

KEY

RF

STI

FITB

2nd/Junior Lien Mortgages

0.30%

1.22%

1.24%

1.29%

1.74%

2.17%

2.70%

ZION

HBAN

KEY

BBT

RF

FITB

STI

Commercial & Industrial

0.93%

1.00%

1.16%

1.35%

1.79%

1.99%

5.79%

BBT

STI

ZION

RF

HBAN

KEY

FITB

Commercial Real Estate

1.18%

1.43%

1.64%

1.92%

2.33%

6.35%

18.65%

BBT

HBAN

STI

KEY

ZION

RF

FITB

Other Loans & Leases

1.28%

1.44%

1.58%

1.66%

1.75%

1.80%

2.48%

STI

RF

ZION

FITB

KEY

HBAN

BBT

Total Loans & Leases

1.29%

1.35%

1.68%

1.71%

1.75%

3.20%

7.57%

BBT

HBAN

STI

ZION

KEY

RF

FITB

First Lien Mortgages

0.67%

1.38%

1.50%

1.63%

2.13%

5.08%

5.22%

RF

ZION

KEY

BBT

HBAN

FITB

STI

2nd/Junior Lien Mortgages

0.08%

0.38%

0.52%

0.62%

0.81%

1.80%

3.00%

RF

ZION

HBAN

BBT

KEY

FITB

STI

Commercial & Industrial

0.59%

0.90%

0.95%

1.35%

1.71%

1.87%

2.10%

BBT

RF

STI

ZION

FITB

KEY

HBAN

Commercial Real Estate

2.24%

3.16%

3.20%

3.45%

3.80%

5.55%

7.18%

BBT

RF

ZION

KEY

HBAN

STI

FITB

Other Loans & Leases

0.32%

0.34%

0.37%

0.51%

0.51%

0.53%

0.60%

FITB

HBAN

STI

BBT

KEY

ZION

RF

Total Loans & Leases

1.43%

1.49%

1.70%

2.09%

2.26%

3.01%

3.23%

BBT

RF

KEY

HBAN

ZION

STI

FITB

Zions Stress Loan Losses

Based on Published Aggregate Treasury Adverse

Loss Factors

Zions

Stress Test Loss Results

Zions

12/31/08 Balance

Treasury Adverse (%)

*

Losses

First Lien Mortgage

3,878

$             

8.8%

341

$             

Second Lien Mortgage

2,504

$             

13.8%

346

$             

Commercial & Industrial**

18,036

$           

6.1%

1,100

$          

Commercial Real Estate

15,393

$           

8.5%

1,308

$          

All Other Consumer

1,980

$             

10.0%

***

198

$             

Credit Cards

119

$                 

22.5%

27

$              

41,910

$           

7.9%

3,320

$          

*

From Table 2 page 6 of SCAP Overview, May 7, 2009

**

Includes $7,882 MM of Commercial & Industrial Owner Occupied

***

All Other Consumer loss factor not published in SCAP Overview, May 7, 2009. Used high loss factor for these loans.

Example Zions Stress Sensitivity

and Capital Actions Impact

($'s Millions)

2-Yr Cumulative Loss

6.9%

7.9%

8.9%

9.9%

Loan Losses

(1)

$2,988

$3,320

$3,682

$4,014

Assumed Securities Impairment

(2)

$200

$300

$400

$500

Total Pre-tax Losses

$3,188

$3,620

$4,082

$4,514

Tier 1 Common required

(3)

($183)

$43

$356

$582

Planned Capital Actions

Common Equity Issued

~$250

~$250

~$250

~$250

Repurchase of Preferred

~$50

~$50

~$50

~$50

Post Tax Gain on Subordinated Debt Exchange

~$218

~$218

~$218

~$218

After Tax Recognition of Gain on Previously

Terminated Sub Debt Swap

~$110

~$110

~$110

~$110

Tier 1 Common surplus / (deficit)

$811

$585

$272

$46

(1) Total loan losses for 2009 & 2010; assumes no net change to Loan Loss Reserves

(2) In addition to portfolio and Lockhart related losses taken in Q1 2009 which are already reflected in this analysis.

      Securities losses contain both OTTI and OCI.

(3) Assumes $1,000 MM annually pre-tax, pre-provision revenue; balance sheet shrinkage by amount of Net Charge Off's;

     35% tax rate; 4.0% Tier 1 Common to RWA ratio threshold; assumes securities losses 50% OTTI and 50% OCI;

     assumes full utilization of Deferred Tax Asset

Appendix

Calculation of estimates of tangible

common equity impacts

Potential Preferred Tender Impact on

Tangible Common Equity

•

4.0 mm shares tendered @ $10.00 = $60 mm

tangible common ($15 per share FV discount times

4.0 mm shares)

•

3.0 mm shares tendered @ $11.50 = $40.5 mm

tangible common ($13.50 per share FV discount

times 3.0 mm shares)

•

Amount shown in Capital Actions: ~$50 million

Potential Deferred Swap Gain Recognition Impact on

Tangible Common Equity

•

Total deferred gain on terminated FAS 133 swaps that hedged

Zions’

sub debt as of 1Q09 = $200 mm

•

The gain will be immediately recognized as pre-tax income for

all debt that that is modified by the conversion feature; for

illustrative purposes only, assumes 15 -

20% will choose to

exchange (“opt out”) to notes that are not modified

•

Pre-tax earnings: $160 –

170 mm ($200 mm times 0.80 or 0.85)

•

After tax tangible common increase: $104 -

110.5 mm (35% tax

rate

•

Amount shown in Capital Impact: ~ $110 mm

Potential Sub Debt Modification

Impact on Common Equity

Illustrative Hypothetical Scenarios

($'s Millions)

Face Value of Current Sub Debt

$1,400

$1,400

$1,400

$1,400

Assumed % Accepting Modification

60%

80%

80%

85%

Face Value of Modified Debt

$840

$1,120

$1,120

$1,190

Actual Fair Value of Debt May 29 (70% of par)

$588

$784

$784

$833

Assumed Trading % of Par ~ June 29

70%

70%

80%

90%

FV of Modified Debt ~ June 29

$588

$784

$896

$1,071

Assumed Value of Option to Convert

   (= FV June 29 - FV May 29)

$0

$0

$112

$238

Pre-tax Gain of Debt Extinguishment

$252

$336

$224

$119

   (=Face Val of Modified Debt - FV June 29

     - Assumed Value of Option)

Tangible Common Equity Increase

$164

$218

$258

$315

   (= Value of Option + (Pre-Tax Gain x .65))*

Amount Shown in Capital Impact

~$218 mm

* Assumes 35% tax rate

Zions Bancorporation

Capital Augmentation Discussion

1 June 2009