T-3

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-3

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES

UNDER THE TRUST INDENTURE ACT OF 1939

Zions Bancorporation

(Name of Applicant)

One South Main, 15^th Floor

Salt Lake Utah 84133

(Address of Principal Executive Offices)

SECURITIES TO BE ISSUED UNDER THE

INDENTURE TO BE QUALIFIED

Title of Class	Amount
2009 5.65% Subordinated Notes due 2014 2009 6.00% Subordinated Notes due 2015 2009 5.50% Subordinated Notes due 2015	up to $300 million aggregate principal amount up to $500 million aggregate principal amount up to $600 million aggregate principal amount

Approximate date of proposed public offering:

As soon as practicable after the date of this Application for Qualification.

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

With a copy to:

Patrick S. Brown, Esq.

Sullivan & Cromwell LLP

1888 Century Park East, Suite 2100

Los Angeles, CA 90067

(310) 712-6600

The obligor hereby amends this application for qualification on such date or dates as may be necessary to delay its effectiveness until (i) the 20th day after the filing of an amendment which specifically states that it shall supersede this amendment, or (ii) such date as the Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939, as amended, may determine upon the written request of the obligor.

TABLE OF CONTENTS

GENERAL	1
AFFILIATIONS	2
MANAGEMENT AND CONTROL	3
UNDERWRITERS	4
CAPITAL SECURITIES	5
INDENTURE SECURITIES	6
SIGNATURE	10
EXHIBIT INDEX	11
Indenture
Form of 2009 5.65% Subordinated Notes due 2014
Form of 2009 6.00% Subordinated Notes due 2015
Form of 2009 5.50% Subordinated Notes due 2015
Offering Circular
Letter of Transmittal
Statement of Eligibility on Form-T-1

GENERAL

1. General Information

(a) Zions Bancorporation (the “Company”) is a corporation.

(b) The Company was organized under the laws of the State of Utah.

2. Securities Act Exemption Available

Upon the terms set forth in an Offering Circular dated June 1, 2009 (the “Offering Circular”), the Company is offering to exchange $1,000 principal amount of our newly issued 2009 5.65% Subordinated Notes due 2014 (the “New 5.65% notes”), 2009 6.00% Subordinated Notes due 2015 (the “New 6.00% notes”) and 2009 5.50% Subordinated Notes due 2015 (the “New 5.50% notes”, and together with the New 5.65% Notes and the New 6.00% Notes, the “New Notes”), for each $1,000 principal amount of validly tendered and accepted 5.65% Subordinated Notes due 2014 (the “Outstanding 5.65% Notes”), 6.00% Subordinated Notes due 2015 (the “Outstanding 6.00% Notes”) and 2009 5.50% Subordinated Notes due 2015 (the “Outstanding 5.50% Notes”, and together with the Outstanding 5.65% Notes and the Outstanding 6.00% Notes, the “Outstanding Notes”), respectively (collectively, the “Exchange Offer”). If the Exchange Offer is completed, the New Notes will be governed by the indenture (the “Indenture”) to be qualified under this Application for Qualification on Form T-3.

As the New Notes are proposed to be offered for exchange by the Company with its existing noteholders exclusively and solely for the Outstanding Notes of the Company, the transaction is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the provisions of Section 3(a)(9) thereof. No sales of securities of the same class as the New Notes have been or are to be made by the Company by or through an underwriter at or about the same time as the Exchange Offer for which the exemption is claimed. No consideration has been, or is to be, given, directly or indirectly, to any person in connection with the transaction, except for customary payments to be made in respect of preparation, printing, and mailing of the Offering Circular and related documents; the engagement of Global Bondholder Services, as depositary and information agent for the Exchange Offer; payments of the fees and expenses of its legal advisors; and the engagement of a financial advisor solely with respect to advisory and consulting with the Company on the structure and terms of the Exchange Offer and preparation of various communications to holders of Outstanding Notes (in no event will the financial advisor engage in any communications with the holders of Outstanding Notes and will be paid a flat fee for its services regardless of the outcome of the Exchange Offer). No holder of the Outstanding Notes has made or will be requested to make any cash payment to the Company in connection with the Exchange Offer.

AFFILIATIONS

3. Affiliates

For purposes of this Application only, the Company’s directors and executive officers may be deemed to be “affiliates” of the Company. See Item 4. “Directors and Executive Officers” for a list of the Company’s directors and executive officers, which is incorporated herein by reference. The following is a list of all other affiliates of the Company as of June 1, 2009:

Affiliate Companies

Name	Jurisdiction of Incorporation / Organization
Zions First National Bank(1)	Federally chartered doing business in Utah and Idaho
California Bank & Trust(1)	California
Amegy Corporation(1)	Texas
National Bank of Arizona(1)	Federally chartered doing business in Arizona
Nevada State Bank(1)	Nevada
Vectra Bank Colorado(1)	Federally chartered doing business in Colorado and New Mexico
The Commerce Bank of Washington(1)	Federally chartered doing business in Washington
The Commerce Bank of Oregon(1)	Oregon
Cash Access, Inc.(1)	Utah
Great Western Financial Corporation(1)	Utah
MP Technology, Inc.(1)	Utah
NetDeposit, LLC(1)	Nevada
Stockmen’s (AZ) Statutory Trust II (not consolidated)(1)	Connecticut
Stockmen’s (AZ) Statutory Trust III (not consolidated)(1)	Connecticut
Welman Holdings, Inc.(1)	Utah
Zions Capital Trust B (not consolidated)(1)	Delaware
Zions Insurance Agency, Inc.(1)	Utah
Zions Management Services Company(1)	Utah
Zions Municipal Funding, Inc.(1)	Utah

Footnotes:

(1) 100% owned, directly or indirectly, by Zions Bancorporation.

2

MANAGEMENT AND CONTROL

4. Directors and Executive Officers

The following table lists the names of all directors and executive officers of the Company as of June 1, 2009. The mailing address of each director and executive officer 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
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
Bruce K. Alexander	Executive Vice President
A. Scott Anderson	Executive Vice President
Board of Directors
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

5. Principal Owners of Voting Securities

To the best knowledge of the Company, no person beneficially owns 10% or more of the Company’s outstanding Common Stock as of June 1, 2009. The Company has no class of voting securities other than the Common Stock.

3

UNDERWRITERS

6. Underwriters

(a) The following chart sets forth the name and mailing address of each person who, within three years prior to the date of filing this Application, acted as an underwriter of the Company’s securities and the title of each security underwritten:

Underwriter’s Name and Mailing Address	Security Underwritten
Banc of America Securities LLC 9 W. 57th St., 47th Floor New York, NY 10019 United States	Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock
Barclays Capital Inc. 745 Seventh Avenue New York, NY 10019	Floating Rate Senior Notes due June 21, 2012
Goldman, Sachs & Co. 85 Broad Street New York, NY 10004	Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock
Keefe, Bruyette & Woods The Equitable Building 787 Seventh Avenue, 4th Floor New York, NY 10019	Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock
Lehman Brothers 745 Seventh Avenue New York, NY 10019	Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock
Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, NY 10080	Common Stock Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock
Ryan Beck & Co. 220 South Orange Avenue Livingston, New Jersey 07039	Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock
Zions Direct, Inc. One South Main Street, 15th Floor Salt Lake City, Utah 84133	4.65% Senior Medium-Term Notes due April 14, 2009 4.5% Senior Medium-Term Notes due May 28, 2009 5.00% Senior Medium-Term Notes due June 24, 2009 5.65% Senior Medium-Term Notes due August 4, 2009 5.65% Senior Medium-Term Notes due August 18, 2009 Floating Rate Senior Notes due December 10, 2009 5.25% Senior Medium-Term Notes due May 14, 2010 5.50% Senior Medium-Term Notes due May 17, 2010 5.45% Senior Medium-Term Notes due June 10, 2010 9.50% Series C Non-Cumulative Perpetual Preferred Stock Zions Bancorporation Employee Stock Option Appreciation Rights Securities Series 2008 Zions Bancorporation Employee Stock Option Appreciation Rights Securities Series 2007 Zions Bancorporation Employee Stock Option Appreciation Rights Securities Series 2006

(b) Not applicable.

4

CAPITAL SECURITIES

7. Capitalization

(a) The authorized and outstanding capital stock and debt securities of the Company as of March 31, 2009 were as follows:

Title of Class	Amount Authorized		Amount Outstanding
Common Stock, without par value	350,000,000 shares		115,335,668 shares
Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock, without par value	240,000 shares		240,000 shares
9.50% Series C Non-Cumulative Perpetual Preferred Stock, without par value, without par value	150,000 shares		46,949.275 shares
Fixed Rate Cumulative Perpetual Preferred Stock, Series D	1,400,000 shares		1,400,000 shares
Warrant to Purchase Common Stock	5,789,909 shares	(1)	5,789,909 shares	(1)
Zions Bancorporation Employee Stock Option Appreciation Rights Securities Series 2008	180,000 units		180,000 units
Zions Bancorporation Employee Stock Option Appreciation Rights Securities Series 2007	99,418 units		99,418 units
Zions Bancorporation Employee Stock Option Appreciation Rights Securities Series 2006	93,610 units		93,610 units

4.65% Senior Medium-Term Notes due April 14, 2009	$	86,765,000	$	86,765,000
4.5% Senior Medium-Term Notes due May 28, 2009	$	25,133,000	$	25,133,000
5.00% Senior Medium-Term Notes due June 24, 2009	$	25,328,000	$	25,328,000
5.65% Senior Medium-Term Notes due August 4, 2009	$	11,941,000	$	11,941,000
5.65% Senior Medium-Term Notes due August 18, 2009	$	19,695,000	$	19,695,000
Floating Rate Senior Notes due December 10, 2009	$	295,630,000	$	295,630,000
5.25% Senior Medium-Term Notes due May 14, 2010	$	20,966,000	$	20,966,000
5.45% Senior Medium-Term Notes due June 10, 2010	$	7,996,000	$	7,996,000
Floating Rate Senior Notes due June 21, 2012	$	254,890,000	$	254,890,000
5.65% Subordinated Notes due 2014	$	300,000,000	$	300,000,000
6.00% Subordinated Notes due 2015	$	500,000,000	$	500,000,000
5.50% Subordinated Notes due 2015	$	600,000,000	$	600,000,000
Guarantee related to 8.00% Capital Securities of Zions Capital Trust B	$	285,000,000	$	285,000,000

Footnotes:

(1) The warrant is for the purchase of up to 5,789,909 shares of common stock.

(b) Each holder of common stock is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders. Cumulative voting for the election of directors is not provided for, which means that the holders of a majority of the shares voted can elect all of the directors then standing for election. Holders of the Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock and 9.50% Series C Non-Cumulative Perpetual Preferred Stock are not entitled to vote on any matter, except in certain limited circumstances and as specifically required under Utah law.

5

INDENTURE SECURITIES

8. Analysis of Indenture Provisions

The New Notes will be issued under the Indenture, dated as of September 10, 2002 and entered into between the Company and The Bank of New York Mellon Trust Company, N.A. (successor to J.P. Morgan Trust Company, National Association), as trustee (the “Trustee”). The following analysis is not a complete description of the Indenture provisions discussed and is qualified in its entirety by reference to the terms of the Indenture, which is attached as Exhibit T3C-1 hereto, and the Form of 2009 5.65% Subordinated Notes due 2014, the Form of 2009 6.00% Subordinated Notes due 2015 and the Form of 2009 5.50% Subordinated Notes due 2015, which are attached as Exhibits T3C-2, T3C-3 and T3C-4 respectively, each of which is incorporated by reference herein. Capitalized terms used below but not defined herein have the meanings assigned to them in the Indenture.

(a) Events of Default; Withholding of Notice

The following will be an event of default under the Indenture:

• our filing for bankruptcy or the occurrence of certain other events of bankruptcy, insolvency or reorganization relating to us or any major constituent bank.

The following will be a default under the Indenture:

• failure to pay principal of or any premium on the New Notes when due;

• failure to pay any interest on the New Notes when due and that default continues for 30 days;

• failure to deposit any sinking fund payment, when and as due by the terms of the New Notes;

• failure to perform any other covenant in the Indenture and that failure continues for 60 days after written notice to us by the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding New Notes; and

• any event of default.

If an event of default occurs and is continuing, either the Trustee or the holders of at least 25% in aggregate principal amount of the New Notes then outstanding may accelerate the maturity of the New Notes. After acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of outstanding New Notes may, under circumstances set forth in the Indenture, rescind the acceleration if we have deposited monies on account of certain overdue amounts with the Trustee.

If a default occurs that is not also an event of default with respect to the New Notes, neither the Trustee nor the holders of the New Notes may act to accelerate the maturity of the New Notes. However, if a default occurs, the Trustee may proceed to enforce any covenant and other rights of the holders of the New Notes, and if the default relates to our failure to make any payment of interest when due and payable and such default continues for a period of 30 days or such default is made in the payment of the principal or any premium at its maturity, then the Trustee may demand payment of the amounts then due and payable and may proceed to prosecute any failure on our part to make such payments.

Subject to the provisions of the Indenture relating to the duties of the Trustee in case an event of default shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the holders of the New Notes, unless the holders of the New Notes shall have offered to the Trustee reasonable indemnity. Subject to such provisions for the indemnification of the Trustee, the holders of a majority in aggregate principal amount of the New Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

6

Before holders of the New Notes may take any action to institute any proceeding relating to the Indenture, or to appoint a receiver or a Trustee, or for any other remedy, each of the following must occur:

• the holder must have given the Trustee written notice of a continuing event of default or defaults;

• the holders of at least 25% of the aggregate principal amount of all New Notes must make a written request of the Trustee to take action because of the event of default or default, as the case may be, and must have offered reasonable indemnification to the Trustee against the cost, liabilities and expenses of taking such action;

• the Trustee must not have taken action for 60 days after receipt of such notice and offer of indemnification; and

• no contrary notice shall have been given to the Trustee during such 60-day period by the holders of a majority in aggregate principal amount of the New Notes.

These limitations do not apply to a suit for the enforcement of payment of the principal of or any premium or interest on a security on or after the due dates for such payments.

The Company will furnish to the Trustee annually a statement as to its performance of its obligations under the Indenture and as to any default in performance.

(b) Authentication and Delivery of New Notes; Use of Proceeds

The New Notes to be issued under the Indenture may be executed by manual or facsimile signature on behalf of the Company by the Chairman of the Board, the Chief Executive Officer, the Vice Chairman of the Board, the President or one of the Vice Presidents (each, an “Officer”) and attested by the manual or facsimile signature of the Secretary of the Company or one of its Assistant Secretaries, and delivered to the Trustee.

The Company may deliver New Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of the New Notes, and the Trustee in accordance with the Company Order shall authenticate and deliver the New Notes.

The Company will not receive any proceeds from the issuance of the New Notes because the New Notes are being issued in exchange for the Outstanding Notes.

(c) Release and Substitution of Property Subject to the Lien of the Indenture

The New Notes are unsecured obligations of the Company. As such, the New Notes are not secured by any lien on any property.

(d) Satisfaction and Discharge of the Indenture

The Company may discharge its obligations under the Indenture while New Notes remain outstanding if (i) either (a) all delivered and authenticated New Notes (other than those held in trust, destroyed, lost or stolen and which have been replaced or paid) have been delivered to the Trustee for cancellation or (b) all outstanding New Notes have or will become due and payable at their Stated Maturity within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense of the Company, and the Company has deposited or caused to be deposited with the Trustee an amount sufficient to pay and discharge all outstanding New Notes on the date of their scheduled maturity or redemption date, as the case may be, (ii) the Company has paid or caused to be paid all other sums payable by the Company under the Indenture and (iii) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent for discharge of the Indenture have been complied with.

7

(e) Evidence Required to be Furnished by the Company to the Trustee as to Compliance with the Conditions and Covenants Provided for in the Indenture

The Company is required to deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, an written statement signed by the Chairman of the Board, the Vice Chairman, the President or the Vice President and by the Treasurer or an Assistant Treasurer of the Company, stating, as to each signer thereof, that (1) a review of the activities of the Company during such year and of performance under this Indenture has been made under his supervision, and (2) to the best of his knowledge, based on such review, (a) the Company has fulfilled all its obligations under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him and the nature and status thereof, and (b) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an Event of Default, or a Default or, if such event has occurred and is continuing, specifying such event known to him and the nature and status thereof.

9. Other Obligors

None.

Contents of application for qualification. This application for qualification comprises:

(a) Pages numbered 1 to 10, consecutively.

(b) The statement of eligibility and qualification on Form T-1 of The Bank of New York Mellon Trust Company, N.A., Trustee under the Indenture to be qualified (included as Exhibit T3G hereto).

(c) The following Exhibits in addition to those filed as part of the Form T-1 statement of eligibility and qualification of the Trustee:

Exhibit T3A-1	Restated Articles of Incorporation of Zions Bancorporation dated November 8, 1993, incorporated by reference to Exhibit 3.1 of Form S-4 filed on November 22, 1993.
Exhibit T3A-2	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated April 30, 1997, incorporated by reference to Exhibit 3.2 of Form 10-Q for the quarter ended March 31, 2008.
Exhibit T3A-3	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated April 24, 1998, incorporated by reference to Exhibit 3.3 of Form 10-K for the year ended December 31, 2003.
Exhibit T3A-4	Articles of Amendment to Restated Articles of Incorporation of Zions Bancorporation dated April 25, 2001, incorporated by reference to Exhibit 3.6 of Form S-4 filed July 13, 2001.
Exhibit T3A-5	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated December 5, 2006, incorporated by reference to Exhibit 3.1 of Form 8-K filed December 7, 2006.
Exhibit T3A-6	Articles of Merger of The Stockmen’s Bancorp, Inc. with and into Zions Bancorporation, effective January 17, 2007, incorporated by reference to Exhibit 3.6 of Form 10-K for the year ended December 31, 2006.
Exhibit T3A-7	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated July 7, 2008, incorporated by reference to Exhibit 3.1 of Form 8-K filed July 8, 2008.
Exhibit T3A-8	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated November 12, 2008, incorporated by reference to Exhibit 3.1 of Form 8-K filed November 17, 2008.

8

Exhibit T3B	Amended and Restated Bylaws of Zions Bancorporation dated May 4, 2007, incorporated by reference to Exhibit 3.2 of Form 8-K filed on May 9, 2007.
Exhibit T3C-1*	Indenture, dated as of September 10, 2002, between the Company and The Bank of New York Mellon Trust Company, N.A. (or successor to J.P. Morgan Trust Company, National Association), as Trustee.
Exhibit T3C-2*	Form of 2009 5.65% Subordinated Notes due 2014
Exhibit T3C-3*	Form of 2009 6.00% Subordinated Notes due 2015
Exhibit T3C-4*	Form of 2009 5.50% Subordinated Notes due 2015
Exhibit T3D	Not applicable.
Exhibit T3E-1*	Offering Circular, dated June 1, 2009.
Exhibit T3E-2*	Letter of Transmittal
Exhibit T3E-3	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.
Exhibit T3E-4	Investor Presentation, dated June 1, 2009, incorporated by reference to Exhibit (a)(5)(C) of Schedule TO filed on June 1, 2009.
Exhibit T3F*	Cross-reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Sections 310 through 318(a), inclusive, of the Trust Indenture Act of 1939 (included as part of Exhibit T3C-1 herewith).
Exhibit T3G*	Statement of eligibility and qualification of the Trustee on Form T-1.

* Filed herewith.

9

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the applicant, Zions Bancorporation, a corporation organized and existing under the laws of the State of Utah, has duly caused this application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Salt Lake City and State of Utah, on the 1st day of June, 2009.

(Seal)		Zions Bancorporation
Attest:	/s/    JENNIFER R. JOLLEY	By:	/s/    THOMAS E. LAURSEN
Name:	Jennifer R. Jolley	Name:	Thomas E. Laursen
Title:	Assistant Secretary	Title:	Executive Vice President and General Counsel

10

EXHIBIT INDEX

Exhibit No.	Description
Exhibit T3A-1	Restated Articles of Incorporation of Zions Bancorporation dated November 8, 1993, incorporated by reference to Exhibit 3.1 of Form S-4 filed on November 22, 1993.
Exhibit T3A-2	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated April 30, 1997, incorporated by reference to Exhibit 3.2 of Form 10-Q for the quarter ended March 31, 2008.
Exhibit T3A-3	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation dated April 24, 1998, incorporated by reference to Exhibit 3.3 of Form 10-K for the year ended December 31, 2003.
Exhibit T3A-4	Articles of Amendment to Restated Articles of Incorporation of Zions Bancorporation dated April 25, 2001, incorporated by reference to Exhibit 3.6 of Form S-4 filed July 13, 2001.
Exhibit T3A-5	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated December 5, 2006, incorporated by reference to Exhibit 3.1 of Form 8-K filed December 7, 2006.
Exhibit T3A-6	Articles of Merger of The Stockmen’s Bancorp, Inc. with and into Zions Bancorporation, effective January 17, 2007, incorporated by reference to Exhibit 3.6 of Form 10-K for the year ended December 31, 2006.
Exhibit T3A-7	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated July 7, 2008, incorporated by reference to Exhibit 3.1 of Form 8-K filed July 8, 2008.
Exhibit T3A-8	Articles of Amendment to the Restated Articles of Incorporation of Zions Bancorporation, dated November 12, 2008, incorporated by reference to Exhibit 3.1 of Form 8-K filed November 17, 2008.
Exhibit T3B	Amended and Restated Bylaws of Zions Bancorporation dated May 4, 2007, incorporated by reference to Exhibit 3.2 of Form 8-K filed on May 9, 2007.
Exhibit T3C-1*	Indenture, dated as of September 10, 2002, between the Company and The Bank of New York Mellon Trust Company, N.A. (or successor to J.P. Morgan Trust Company, National Association), as Trustee.
Exhibit T3C-2*	Form of 2009 5.65% Subordinated Notes due 2014
Exhibit T3C-3*	Form of 2009 6.00% Subordinated Notes due 2015
Exhibit T3C-4*	Form of 2009 5.50% Subordinated Notes due 2015
Exhibit T3D	Not applicable.
Exhibit T3E-1*	Offering Circular, dated June 1, 2009.
Exhibit T3E-2*	Letter of Transmittal
Exhibit T3E-3	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.
Exhibit T3E-4	Investor Presentation, dated June 1, 2009, incorporated by reference to Exhibit (a)(5)(C) of Schedule TO filed on June 1, 2009.
Exhibit T3F*	Cross-reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Sections 310 through 318(a), inclusive, of the Trust Indenture Act of 1939 (included as part of Exhibit T3C-1 herewith).
Exhibit T3G*	Statement of eligibility and qualification of the Trustee on Form T-1.

* Filed herewith.

11

EX-99.T3C-1

EXHIBIT T3C-1

ZIONS BANCORPORATION

TO

J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION

Trustee

Indenture

Dated as of September 10, 2002

SUBORDINATED DEBT SECURITIES

TABLE OF CONTENTS

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

		Page
SECTION 101.	Definitions	8
	Act	8
	Affiliate; control	8
	Authenticating Agent	9
	Board of Directors	9
	Board Resolution	9
	Business Day	9
	Claim	9
	Commission	9
	Company	9
	Company Request; Company Order	9
	Corporate Trust Office	9
	corporation	9
	Covenant Defeasance	9
	Defaulted Interest	9
	Defeasance	9
	Depositary	9
	Event of Default	9
	Excess Proceeds	10
	Exchange Act	10
	Expiration Date	10
	Global Security	10
	Holder	10
	Indenture	10
	interest	10
	Interest Payment Date	10
	Investment Company Act	10
	Major Constituent Bank	10
	Maturity	10
	Notice of Default	10
	Officers’ Certificate	11
	Opinion of Counsel	11
	Original Issue Discount Security	11
	Outstanding	11
	Paying Agent	11
	Person	12
	Place of Payment	12
	Predecessor Security	12
	Redemption Date	12
	Redemption Price	12
	Regular Record Date	12
	Securities	12
	Securities Act	12
	Security Register; Security Registrar	12
	Senior Indebtedness	12
	Special Record Date	13

		Page
	Stated Maturity	13
	Subsidiary	13
	Termination Event	13
	Trust Indenture Act	13
	Trustee	14
	U.S. Government Obligation	14
	Vice President	14
SECTION 102.	Compliance Certificates and Opinions	14
SECTION 103.	Form of Documents Delivered to Trustee	14
SECTION 104.	Acts of Holders; Record Dates	15
SECTION 105.	Notices, Etc., to Trustee and Company	16
SECTION 106.	Notice to Holders; Waiver	16
SECTION 107.	Conflict with Trust Indenture Act	17
SECTION 108.	Effect of Headings and Table of Contents	17
SECTION 109.	Successors and Assigns	17
SECTION 110.	Separability Clause	17
SECTION 111.	Benefits of Indenture	17
SECTION 112.	Governing Law	17
SECTION 113.	Legal Holidays	17
ARTICLE TWO
SECURITY FORMS
SECTION 201.	Forms Generally	18
SECTION 202.	Form of Face of Security	18
SECTION 203.	Form of Reverse of Security	19
SECTION 204.	Form of Legend for Global Securities	22
SECTION 205.	Form of Trustee’s Certificate of Authentication	23
ARTICLE THREE
THE SECURITIES
SECTION 301.	Amount Unlimited; Issuable in Series	23
SECTION 302.	Denominations	25
SECTION 303.	Execution, Authentication, Delivery and Dating	25
SECTION 304.	Temporary Securities	26
SECTION 305.	Registration, Registration of Transfer and Exchange	26
SECTION 306.	Mutilated, Destroyed, Lost and Stolen Securities	27
SECTION 307.	Payment of Interest; Interest Rights Preserved	28
SECTION 308.	Persons Deemed Owners	29
SECTION 309.	Cancellation	29
SECTION 310.	Computation of Interest	29
SECTION 311.	CUSIP Numbers	29
ARTICLE FOUR
SATISFACTION AND DISCHARGE
SECTION 401.	Satisfaction and Discharge of Indenture	30
SECTION 402.	Application of Trust Money	30

		Page
ARTICLE FIVE
REMEDIES
SECTION 501.	Events of Default	30
SECTION 502.	Acceleration of Maturity; Rescission and Annulment	32
SECTION 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	32
SECTION 504.	Trustee May File Proofs of Claim	33
SECTION 505.	Trustee May Enforce Claims Without Possession of Securities	33
SECTION 506.	Application of Money Collected	33
SECTION 507.	Limitation on Suits	34
SECTION 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest	34
SECTION 509.	Restoration of Rights and Remedies	34
SECTION 510.	Rights and Remedies Cumulative	34
SECTION 511.	Delay or Omission Not Waiver	35
SECTION 512.	Control by Holders	35
SECTION 513.	Waiver of Past Defaults	35
SECTION 514.	Undertaking for Costs	35
SECTION 515.	Waiver of Usury, Stay or Extension Laws	35
ARTICLE SIX
THE TRUSTEE
SECTION 601.	Certain Duties and Responsibilities	36
SECTION 602.	Notice of Defaults	36
SECTION 603.	Certain Rights of Trustee	37
SECTION 604.	Not Responsible for Recitals or Issuance of Securities	37
SECTION 605.	May Hold Securities	37
SECTION 606.	Money Held in Trust	37
SECTION 607.	Compensation and Reimbursement	38
SECTION 608.	Conflicting Interests	38
SECTION 609.	Corporate Trustee Required; Eligibility	38
SECTION 610.	Resignation and Removal; Appointment of Successor	39
SECTION 611.	Acceptance of Appointment by Successor	40
SECTION 612.	Merger, Conversion, Consolidation or Succession to Business	40
SECTION 613.	Preferential Collection of Claims Against Company	41
SECTION 614.	Appointment of Authenticating Agent	41
ARTICLE SEVEN
HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 701.	Company to Furnish Trustee Names and Addresses of Holders	42
SECTION 702.	Preservation of Information; Communications to Holders	42
SECTION 703.	Reports by Trustee	42
SECTION 704.	Reports by Company	43
ARTICLE EIGHT
CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 801.	Company May Consolidate, Etc., Only on Certain Terms	43
SECTION 802.	Successor Substituted	43

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ARTICLE NINE
SUPPLEMENTAL INDENTURES
SECTION 901.	Supplemental Indentures Without Consent of Holders	44
SECTION 902.	Supplemental Indentures With Consent of Holders	44
SECTION 903.	Execution of Supplemental Indentures	45
SECTION 904.	Effect of Supplemental Indentures	45
SECTION 905.	Conformity with Trust Indenture Act	45
SECTION 906.	Reference in Securities to Supplemental Indentures	46
SECTION 907.	Subordination Impaired	46
ARTICLE TEN
COVENANTS
SECTION 1001.	Payment of Principal, Premium and Interest	46
SECTION 1002.	Maintenance of Office or Agency	46
SECTION 1003.	Money for Securities Payments to Be Held in Trust	46
SECTION 1004.	Statement by Officers as to Default	47
SECTION 1005.	Existence	47
SECTION 1006.	Company Statement as to Compliance	48
SECTION 1007.	Payment of Taxes and Other Claims	48
SECTION 1008.	Waiver of Certain Covenants	48
SECTION 1009.	Calculation of Original Issue Discount	48
ARTICLE ELEVEN
REDEMPTION OF SECURITIES
SECTION 1101.	Applicability of Article	49
SECTION 1102.	Election to Redeem; Notice to Trustee	49
SECTION 1103.	Selection by Trustee of Securities to Be Redeemed	49
SECTION 1104.	Notice of Redemption	49
SECTION 1105.	Deposit of Redemption Price	50
SECTION 1106.	Securities Payable on Redemption Date	50
SECTION 1107.	Securities Redeemed in Part	50
ARTICLE TWELVE
SINKING FUNDS
SECTION 1201.	Applicability of Article	51
SECTION 1202.	Satisfaction of Sinking Fund Payments with Securities	51
SECTION 1203.	Redemption of Securities for Sinking Fund	51
ARTICLE THIRTEEN
DEFEASANCE AND COVENANT DEFEASANCE
SECTION 1301.	Company’s Option to Effect Defeasance or Covenant Defeasance	51
SECTION 1302.	Defeasance and Discharge	51
SECTION 1303.	Covenant Defeasance	52
SECTION 1304.	Conditions to Defeasance or Covenant Defeasance	52
SECTION 1305.	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	54
SECTION 1306.	Reinstatement	54

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ARTICLE FOURTEEN
SUBORDINATION OF SECURITIES
SECTION 1401.	Securities Subordinate to Senior Indebtedness	54
SECTION 1402.	Payment Over of Proceeds Upon Dissolution, Etc.	55
SECTION 1403.	Prior Payment to Senior Indebtedness Upon Acceleration of Securities	55
SECTION 1404.	No Payment When Senior Indebtedness in Default	56
SECTION 1405.	Payment Permitted If No Default	56
SECTION 1406.	Subrogation to Rights of Holders of Senior Indebtedness	56
SECTION 1407.	Provisions Solely to Define Relative Rights	56
SECTION 1408.	Trustee to Effectuate Subordination	57
SECTION 1409.	No Waiver of Subordination Provisions	57
SECTION 1410.	Notice to Trustee	57
SECTION 1411.	Reliance on Judicial Order or Certificate of Liquidating Agent	58
SECTION 1412.	Trustee Not Fiduciary for Holders of Senior Indebtedness (or Creditors in Respect of General Obligations)	58
SECTION 1413.	Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights	58
SECTION 1414.	Article Applicable to Paying Agents	58
SECTION 1415.	Payment of Proceeds in Certain Cases	59
SECTION 1416.	Automatic Termination	59

Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trus t Indenture Act of 1939:

Trust Indenture Act Section	Indenture Section
§ 310(a)(1)	609
(a)(2)	609
(a)(3)	Not Applicable
(a)(4)	Not Applicable
(b)	608
	610
§ 311(a)	613
(b)	613
§ 312(a)	701
	702
(b)	702
(c)	702
§ 313(a)	703
(b)	703
(c)	703
(d)	703
§ 314(a)	704
(a)(4)	101
	1004
(b)	Not Applicable
(c)(1)	102
(c)(2)	102
(c)(3)	Not Applicable
(d)	Not Applicable
(e)	102
§ 315(a)	601
(b)	602
(c)	601
(d)	601
(e)	514
§ 316(a)	101
(a)(1)(A)	502
	512
(a)(1)(B)	513
(a)(2)	Not Applicable
(b)	508
(c)	104
§ 317(a)(1)	503
(a)(2)	504
(b)	1003
§ 318(a)	107

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

INDENTURE, dated as of September 10, 2002, between Zions Bancorporation, a corporation duly organized and existing under the laws of the State of Utah (herein called the “Company”), having its principal office at One South Main, Suite 1134, Salt Lake City, Utah 84111, and J. P. Morgan Trust Company, National Association, as Trustee (herein called the “Trustee”), having its Corporate Trust Office at 560 Mission Street, 13th Floor, San Francisco, California 94105.

RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its subordinated debt securities (herein called the “Securities”), to be issued in one or more series as in this Indenture provided.

All things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

SECTION 101.    Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

(3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation;

(4) unless the context otherwise requires, any reference to an “Article”, “Section” or “Clause” refers to an Article, Section or Clause, as the case may be, of this Indenture; and

(5) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

“Act”, when used with respect to any Holder, has the meaning specified in Section 104.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition,

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“control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of one or more series.

“Board of Directors” means either the board of directors of the Company or any duly authorized committee of that board.

“Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Business Day”, when used with respect to any Place of Payment means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close.

“Claim” shall have the meaning assigned thereto in Section 101(5) of the Bankruptcy Code of 1978, as amended to the date of this Indenture.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Company” means the Person named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.

“Corporate Trust Office” means the principal office of the Trustee in San Francisco, California at which at any particular time its corporate trust business shall be administered.

“corporation” means a corporation, association, company, joint-stock company or business trust.

“Covenant Defeasance” has the meaning specified in Section 1303.

“Default” has the meaning specified in Section 501.

“Defaulted Interest” has the meaning specified in Section 307.

“Defeasance” has the meaning specified in Section 1302.

“Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301.

“Event of Default” has the meaning specified in Section 501.

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“Excess Proceeds” has the meaning specified in Section 1415.

“Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.

“Expiration Date” has the meaning specified in Section 104.

“General Obligations” means all obligations of the Company to make payment on account of claims of general creditors, other than (A) obligations on account of Senior Indebtedness and (B) obligations on account of the Securities and indebtedness for money borrowed ranking pari passu with or subordinate to the Securities; provided, however , that if the Board of Governors of the Federal Reserve System (or other Federal banking supervisor that shall at the time of determination be the Company’s primary Federal banking supervisor) shall promulgate any rule or issue any interpretation defining or describing the term “general creditor” or “general creditors” or “senior indebtedness” for purposes of its criteria for the inclusion of subordinated debt of a bank holding company (including a financial holding company, if applicable) in capital, or otherwise defining or describing the obligations to which subordinated debt of a bank holding company (including a financial holding company, if applicable) must be subordinated to be included in capital, to include any obligations not included in the definition of “Senior Indebtedness” herein, the term “General Obligations” shall mean such obligations as defined or described in the first such rule or interpretation, other than obligations described in clauses (A) and (B) above.

“Global Security” means a Security that evidences all or part of the Securities of any series and bears the legend set forth in Section 204 (or such legend as may be specified as contemplated by Section 301 for such Securities).

“Holder” means a Person in whose name a Security is registered in the Security Register.

“Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 301.

“interest”, when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.

“Interest Payment Date”, when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

“Investment Company Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.

“Major Constituent Bank” means any Subsidiary which is organized as a banking organization under Federal or State law and which represents 30% or more of the consolidated assets of the Company determined as of the date of the most recent audited financial statements of the Company.

“Maturity”, when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

“Notice of Default” means a written notice of the kind specified in Section 501(b).

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“Officers’ Certificate” means a certificate signed by the Chairman of the Board, a Vice Chairman of the Board, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee. One of the officers signing an Officers’ Certificate given pursuant to Section 1004 shall be the principal executive, financial or accounting officer of the Company.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Company, and who shall be acceptable to the Trustee.

“Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.

“Outstanding”, when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

(1) Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(2) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(3) Securities as to which Defeasance has been effected pursuant to Section 1302; and

(4) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company;

provided , however , that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

“Paying Agent” means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Securities on behalf of the Company.

11

“Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Place of Payment”, when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 301.

“Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

“Redemption Date”, when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price”, when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301.

“Responsible Officer”, when used with respect to the Trustee, means any officer of the Trustee expressly assigned to administer the duties of the Trustee hereunder.

“Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.

“Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.

“Security Register” and “Security Registrar” have the respective meanings specified in Section 305.

“Senior Indebtedness” means:

(1) the principal of (and premium, if any) and interest in respect of indebtedness of the Company for purchased or borrowed money, whether or not evidenced by securities, notes, debentures, bonds or other similar instruments issued by the Company;

(2) all capital lease obligations of the Company;

(3) all obligations of the Company issued or assumed as the deferred purchase price of property, all conditional sale obligations of the Company and all obligations of the Company under any conditional sale or title retention agreement, but excluding trade accounts payable in the ordinary course of business;

(4) all obligations of the Company in respect of any letters of credit, bankers acceptance, security purchase facilities and similar credit transactions;

(5) all obligations of the Company in respect of interest rate swap, cap or other agreements, interest rate future or options contracts, currency swap agreements, currency future or option contracts and other similar agreements;

(6) all obligations of the type referred to in clauses (1) through (5) of other persons for the payment of which the Company is responsible or liable as obligor, guarantor or otherwise;

(7) all obligations of the type referred to in clauses (1) through (6) of other persons secured by any lien on any property or asset of the Company whether or not such obligation is assumed by the Company; and

(8) any deferrals, renewals or extensions of any such Senior Indebtedness;

12

provided, however, that Senior Indebtedness does not include:

(1) the Securities;

(2) any indebtedness that by its terms is subordinated to, or ranks on an equal basis with, the Securities, including the Company’s 8 ⁵/8% Subordinated Notes due October 15, 2002, the Company’s Floating Rate Subordinated Notes due November 24, 2005, the Company’s Floating Rate Subordinated Notes due June 15, 2008, the Company’s Fixed/Floating Rate Subordinated Notes due October 15, 2011, Zions Financial Corp.’s Fixed/Floating Rate Guaranteed Notes due May 15, 2011, Zions Institutional Capital Trust A’s 8.536% Capital Securities due December 15, 2026, GB Capital Trust’s 10.25% Capital Securities due January 15, 2027, Zions Capital Trust B’s 8.00% Capital Securities due September 1, 2032 and CSBI Capital Trust’s 11.75% Capital Securities due June 6, 2027 (all of which shall rank pari passu with the Securities); and

(3) any indebtedness between or among the Company and its affiliates, including all other debt securities and guarantees in respect of debt securities issued to any trust, or a trustee of such trust, partnership or other entity affiliated with the Company which is a financing vehicle of the Company in connection with the issuance by such financing vehicle of capital securities or other securities guaranteed by the Company pursuant to an instrument that ranks on an equal basis with or junior in respect of payment to the Securities.

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.

“Stated Maturity”, when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

“Subsidiary” means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock” means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency.

“Termination Event” means (a) the promulgation of any rule or regulation or the issuance of any interpretation of the Board of Governors of the Federal Reserve System (or other Federal banking supervisor that shall at the time of determination be the Company’s primary Federal banking supervisor) that (i) defines or describes the terms “general creditor” or “general creditors” or “senior indebtedness” for purposes of its criteria for the inclusion of subordinated debt of a bank holding company (including a financial holding company, if applicable) in capital, or otherwise defines or describes the obligations to which subordinated debt of a bank holding company (including a financial holding company, if applicable) must be subordinated for the debt to be included in capital, to include no obligations other than those covered by the definition of Senior Indebtedness without regard to any other obligations of the Company, (ii) permits the Company to include the Securities in its capital if they were subordinated in right of payment to the Senior Indebtedness without regard to any other obligations of the Company, (iii) otherwise eliminates the requirement that subordinated debt of a bank holding company (including a financial holding company, if applicable) must be subordinated in right of payment to the claims of its general creditors in order to be included in capital or (iv) causes the Securities to be excluded from capital notwithstanding the provisions of this Indenture referred to in Section 1416 or (b) any event that results in the Company not being subject to capital requirements under the rules, regulations or interpretations of the Board of Governors of the Federal Reserve System (or other Federal banking supervisor).

“Trust Indenture Act” means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

13

“Trustee” means the Person named as the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

“U.S. Government Obligation” has the meaning specified in Section 1304.

“Vice President”, when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”.

SECTION 102.     Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include,

(1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

SECTION 103.     Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

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SECTION 104.     Acts of Holders; Record Dates.

Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

The ownership of Securities shall be proved by the Security Register.

Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If not set by the Company prior to the first solicitation of a Holder made by any Person in respect of any such matter referred to in the foregoing sentence, the record date for any such matter shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 701) prior to such first solicitation. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.

The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or

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(iv) any direction referred to in Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.

With respect to any record date set pursuant to this Section, the party hereto which sets such record dates may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

SECTION 105.     Notices, Etc., to Trustee and Company.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Assistant Vice President, or

(2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument, Attention: Chief Financial Officer, or at any other address previously furnished in writing to the Trustee by the Company.

SECTION 106.     Notice to Holders; Waiver.

Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such

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notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

SECTION 107.     Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

SECTION 108.     Effect of Headings and Table of Contents.

The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 109.     Successors and Assigns.

All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

SECTION 110.     Separability Clause.

In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 111.     Benefits of Indenture.

Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than (a) the parties hereto and their successors hereunder, (b) the holders of Senior Indebtedness, (c) the Holders and (d) subject to Section 907, the creditors in respect of General Obligations, any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 112.     Governing Law.

This Indenture and the Securities shall be governed by and construed in accordance with the law of the State of New York.

SECTION 113.     Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity, provided that no interest shall accrue for the period after such Interest Payment Date, Redemption Date or Stated Maturity, as the case may be, and up to and including such next succeeding Business Day.

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SECURITY FORMS

SECTION 201.     Forms Generally.

The Securities of each series and the Trustee’s Certificate of Authentication shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities.

The definitive Securities shall be printed, lithographed or engraved or produced by any combination of these methods on steel engraved borders or may be produced in any other manner permitted by the rules of any securities exchange on which the Securities may be listed, all as determined by the officers executing such Securities, as evidenced by their execution of such Securities.

SECTION 202.     Form of Face of Security.

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

[Insert any legend required by the Internal Revenue Code and the regulations thereunder.]

ZIONS BANCORPORATION

Subordinated Debt Securities

No. $

ZIONS BANCORPORATION, a corporation duly organized and existing under the laws of the State of Utah (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to             , or registered assigns, the principal sum of              Dollars on             [if the Security is to bear interest prior to Maturity, insert — , and to pay interest thereon from or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on              and              in each year, commencing             , at the rate of     % per annum, until the principal hereof is paid or made available for payment [if applicable, insert , provided that any principal and premium, and any such installment of interest, which is overdue shall bear interest at the rate of     % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand] . The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the              or              (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record

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Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture] .

[If the Security is not to bear interest prior to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of [            ]% per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. [Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of [            ]% per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.] ]

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

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

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:
	ZIONS BANCORPORATION
	By
Attest:

SECTION 203.    Form of Reverse of Security.

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of September 10, 2002 (herein called the “Indenture”, which term shall have the meaning assigned to it in such instrument), between the Company and J. P. Morgan Trust Company, National Association, as Trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, the holders of Senior Indebtedness and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated on the face hereof [if applicable, insert —, limited in aggregate principal amount to $            ] .

[If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, [if applicable, insert — (1) on              in any year commencing with the year              and ending

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with the year through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert — on or after             , 20    ], as a whole or in part, at the election of the Company, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before             ,    %, and if redeemed] during the 12-month period beginning              of the years indicated             ,

Year Redemption
Price Year Redemption
Price

and thereafter at a Redemption Price equal to    % of the principal amount, together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]

[If applicable, insert — The Securities of this series are subject to redemption upon not less than 30 days’ notice by mail, (1) on              in any year commencing with the year              and ending with the year              through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after             ] , as a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning              of the years indicated,

Year Redemption Price
For Redemption
Through Operation
of the
Sinking Fund Redemption Price For
Redemption Otherwise
Than Through Operation
of the Sinking Fund

and thereafter at a Redemption Price equal to     % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to on the face hereof, all as provided in the Indenture.]

[If applicable, insert — Notwithstanding the foregoing, the Company may not, prior to , redeem any Securities of this series as contemplated by [if applicable, insert — Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice) of less than     % per annum.]

[If applicable, insert — The sinking fund for this series provides for the redemption on              in each year beginning with the year              and ending with the year              of [if applicable, insert — not less than $             (“mandatory sinking fund”) and not more than] $             aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, insert — mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments otherwise required to be made [if applicable, insert — , in the inverse order in which they become due] .]

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[If the Security is subject to redemption of any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.]

The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and in certain circumstances, to all General Obligations, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives reliance by each such holder upon said provisions.

[If applicable, insert — The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [ , in each case] upon compliance with certain conditions set forth in the Indenture.]

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

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

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

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to

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institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

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

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

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

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

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

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

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

SECTION 204.    Form of Legend for Global Securities.

Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

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

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SECTION 205.    Form of Trustee’s Certificate of Authentication.

The Trustee’s certificates of authentication shall be in substantially the following form:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:
	J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
		As Trustee
	By
		Authorized Officer

THE SECURITIES

SECTION 301.    Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series,

(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);

(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1107 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);

(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;

(4) the date or dates on which the principal of any Securities of the series is payable;

(5) the rate or rates at which any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date;

(6) the place or places where the principal of and any premium and interest on any Securities of the series shall be payable;

(7) the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;

(8) the obligation, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

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(9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable;

(10) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;

(11) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 101;

(12) if the principal of (or premium, if any) or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of (or premium, if any) or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);

(13) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502;

(14) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);

(15) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 1302 or Section 1303 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;

(16) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 204 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 305 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;

(17) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502;

(18) any addition to or change in the covenants set forth in Article Ten which applies to Securities of the series; and

(19) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by Section 901(5)).

All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such indenture supplemental hereto.

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If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.

The Securities shall be subordinated in right of payment to Senior Indebtedness as provided in Article Fourteen.

SECTION 302.    Denominations.

The Securities of each series shall be issuable in such denominations as shall be specified as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable only in registered form without coupons and in denominations of $1,000 and any integral multiple thereof.

SECTION 303.    Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its Chairman of the Board, its Vice Chairman of the Board, its President or one of its Vice Presidents, under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,

(1) if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 201, that such form has been established in conformity with the provisions of this Indenture;

(2) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 301, that such terms have been established in conformity with the provisions of this Indenture; and

(3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate

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otherwise required pursuant to Section 301 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

Each Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

SECTION 304.    Temporary Securities.

Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.

If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.

SECTION 305.     Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at the principal office of the Authenticating Agent a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Authenticating Agent is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.

Upon surrender for registration of transfer of any Security of a series at the office or agency of the Company in a Place of Payment for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amount.

At the option of the Holder, and subject to the other provisions of this Section 305, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of a like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

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All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 1103 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

(1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.

(2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301.

(3) Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.

(4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1107 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.

SECTION 306.    Mutilated, Destroyed, Lost and Stolen Securities.

If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

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If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 307.    Payment of Interest; Interest Rights Preserved.

Except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.

Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, to each Holder of Securities of such series at his address as it appears in the Security Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their

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respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).

(2) The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 308.    Persons Deemed Owners.

Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

None of the Company, the Trustee or any agent of the Company or the Trustee shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Security in global form, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, with respect to any Security in global form, nothing herein shall prevent the Company or Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by a Depositary (or its nominee), as a Holder, with respect to such Security in global form or impair, as between such Depositary and owners of beneficial interests in such Security in global form, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as Holder of such Security in global form.

SECTION 309.    Cancellation.

All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by this Indenture. All cancelled Securities held by the Trustee shall be disposed of as directed by a Company Order.

SECTION 310.    Computation of Interest.

Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 311.    CUSIP Numbers.

The Company in issuing the Securities may use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided that any such notice may state no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in

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or omission of such numbers. The Company will promptly notify the Trustee of any change in the “CUSIP” numbers.

SATISFACTION AND DISCHARGE

SECTION 401.    Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

(1) either

(A) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

(B) all such Securities not theretofore delivered to the Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at their Stated Maturity within one year, or

(iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and

(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, the obligations of the Trustee to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive.

SECTION 402.    Application of Trust Money.

Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee.

REMEDIES

SECTION 501.    Events of Default.

(a) “Event of Default”, wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary

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or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a receiver or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or

(2) the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a receiver or similar official of the Company or of any substantial part of its property or the taking of corporate action by the Company in furtherance of any such action; or

(3) (A) the appointment by a competent government agency having primary regulatory authority over any Major Constituent Bank under any applicable Federal or State banking, insolvency or similar law now or hereafter in effect of a receiver, conservator or other similar official of any such Major Constituent Bank or of any substantial part of such entity’s property or (B) the entry of a decree or order in any case or proceeding under any applicable Federal or State banking, insolvency or other similar law now or hereafter in effect adjudging any Major Constituent Bank insolvent or bankrupt, or appointing any receiver, conservator or other similar official of any Major Constituent Bank or of any substantial part of such entity’s property, or ordering the winding up or liquidation of such entity’s affairs; or

(4) (A) the filing by any Major Constituent Bank with any competent government agency having primary regulatory authority over any such Major Constituent Bank of a notice of voluntary liquidation or other similar action under any applicable Federal or State banking, insolvency or other similar law now or hereafter in effect or (B) the commencement by any Major Constituent Bank of any case or proceeding under any applicable Federal or State banking, insolvency or other similar law now or hereafter in effect to be adjudicated insolvent or bankrupt or seeking the appointment of a receiver, conservator or other similar official of any such Major Constituent Bank or of any substantial part of such entity’s property or the consent by any Major Constituent Bank to the entry of a decree or order in any case or proceeding under the Federal or State banking, insolvency or other similar laws adjudging any such Major Constituent Bank insolvent or bankrupt, or appointing any receiver, conservator or other similar official of any Major Constituent Bank or of any substantial part of such entity’s property, or ordering the winding up or liquidation of their respective affairs, or the taking of any corporate action by any such Major Constituent Bank in furtherance of such action.

(b) “Default”, wherever used herein, means any one of the following events (whatever the reason for such Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation or any administrative or governmental body):

(i) an Event of Default specified in Section 501(a); or

(ii) default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or

(iii) default in the payment of the principal of any Security of that series at its Maturity; or

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(iv) default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or

(v) default in the performance, or breach of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(vi) any other Default provided with respect to Securities of that series.

SECTION 502.    Acceleration of Maturity; Rescission and Annulment.

If an Event of Default occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal shall become immediately due and payable.

At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if

(1) the Company has paid or deposited with the Trustee a sum sufficient to pay

(A) all overdue interest on all Securities of that series,

(B) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefor in such Securities,

(C) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in such Securities, and

(D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;

and

(2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.

No such rescission shall affect any subsequent default or impair any right consequent thereon.

SECTION 503.    Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if

(1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or

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(2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company or any other obligor upon such Security and collect the monies adjudged or decreed to be payable in the manner provided by law out of the property of the Company or any other obligor upon such Security, wherever situated.

If a Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 504.    Trustee May File Proofs of Claim.

In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.

No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

SECTION 505.    Trustee May Enforce Claims Without Possession of Securities.

All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

SECTION 506.    Application of Money Collected.

Subject to Article Fourteen, any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on

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account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section 607; and

SECOND: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium and interest, respectively.

SECTION 507.    Limitation on Suits.

No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

(1) such Holder has previously given written notice to the Trustee of a continuing Default with respect to the Securities of that series;

(2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

SECTION 508.    Unconditional Right of Holders to Receive Principal, Premium and Interest.

Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

SECTION 509.    Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

SECTION 510.    Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the

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Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 511.    Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Default shall impair any such right or remedy or constitute a waiver of any such Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 512.    Control by Holders.

The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that

(1) such direction shall not be in conflict with any rule of law or with this Indenture or expose the Trustee to personal liability, and

(2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

SECTION 513.    Waiver of Past Defaults.

The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except a default

(1) in the payment of the principal of (or premium, if any) or interest on any Security of such series, or

(2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

Upon any such waiver, such default shall cease to exist, and any Event of Default or Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

SECTION 514.    Undertaking for Costs.

In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company.

SECTION 515.    Waiver of Usury, Stay or Extension Laws.

The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law

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wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

THE TRUSTEE

SECTION 601.    Certain Duties and Responsibilities.

Except as otherwise provided, the duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers.

The Trustee shall, prior to the occurrence of a Default or Event of Default of which the Trustee is deemed to have knowledge, and after the curing of all Defaults or Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture or any other related document against the Trustee. The right of the Trustee to perform any discretionary act enumerated or contemplated in this Indenture or other related documents shall not be construed as a duty.

The Trustee shall, during the existence of any Default or Event of Default which it is deemed to have knowledge of and which has not been cured, exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of the prudent person’s own affairs.

The Trustee shall not be liable for any error of judgment made in good faith by any Responsible Officer of the Trustee unless the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Securities Outstanding of the affected series relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or the exercise of any trust or power conferred upon the Trustee, under this Indenture. Notwithstanding the foregoing, no provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct.

Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

SECTION 602.     Notice of Defaults.

The Trustee shall give the Holders notice of any default hereunder as and to the extent provided by the Trust Indenture Act; provided, however , that in the case of any default of the character specified in Section 501(b)(ii) and Section 501(b)(v), no such notice to Holders shall be given until at least 30 days or 60 days, respectively, after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, a Default.

The Trustee shall not be charged with knowledge of any Default or Event of Default under this Indenture or related documents unless (i) a Responsible Officer of the Trustee shall have actual knowledge of such Default or Event of Default or (ii) the Trustee shall have received notice in writing of such Default or Event of Default by the Company or by the Holders of at least 25% in aggregate principal amount of the Securities then Outstanding of the affected series.

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SECTION 603.    Certain Rights of Trustee.

Subject to the provisions of Section 601:

(1) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

(3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may request and, in the absence of bad faith on its part, rely upon an Officers’ Certificate;

(4) the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(6) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney; and

(7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

SECTION 604.     Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity, sufficiency or priority of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.

SECTION 605.    May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.

SECTION 606.    Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

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SECTION 607.    Compensation and Reimbursement.

The Company agrees

(1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct;

(3) to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder; and

(4) whether or not herein expressly provided, every provision of this Indenture and of other related documents relating to the rights, privileges, protections, immunities and benefits given to the Trustee hereunder, including without limitation its right to be indemnified, shall (a) be subject to this Article, (b) apply to and be enforceable by, the Trustee in each of its capacities hereunder, including without limitation its capacity as Paying Agent and Security Registrar and (c) extend to directors, officers and employees of the Trustee.

SECTION 608.    Conflicting Interests.

If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series or a trustee under the Indenture, dated as of October 25, 2001, with respect to the Company’s $200,000,000 Fixed/Floating Rate Subordinated Notes due October 15, 2011; the Indenture, dated as of May 24, 2001, with respect to Zions Financial Corp.’s $200,000,000 Fixed/Floating Rate Guaranteed Notes due May 15, 2011; or the Indenture, dated as of December 26, 1996, and the Capital Securities Guarantee Agreement, dated as of December 26, 1996, relating to Zions Institutional Capital Trust A’s $200,000,000 8.536% Series A Capital Securities.

SECTION 609.    Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has (or in the case of a corporation included in a bank holding company system, the related holding company has) a combined capital and surplus of at least $50,000,000 and a corporate trust office in either the Borough of Manhattan, City of New York or San Francisco, California. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its said supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

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SECTION 610.    Resignation and Removal; Appointment of Successor.

No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611.

The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company.

If at any time:

(1) the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or

(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (A) the Company by a Board Resolution may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.

If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

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SECTION 611.    Acceptance of Appointment by Successor.

In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.

No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

SECTION 612.    Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, by sale or otherwise, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

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SECTION 613.    Preferential Collection of Claims Against Company.

If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

SECTION 614.    Appointment of Authenticating Agent.

The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, by sale or otherwise, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607.

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If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:

J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
As Trustee
By	,
	As Authenticating Agent
By
	Authorized Officer

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.    Company to Furnish Trustee Names and Addresses of Holders.

The Company will furnish or cause to be furnished to the Trustee

(1) not more than 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of such Regular Record Date, and

(2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in the capacity as Security Registrar, to the extent the Trustee is duly appointed to act as such.

SECTION 702.    Preservation of Information; Communications to Holders.

The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.

The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.

Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

SECTION 703.    Reports by Trustee.

The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.

A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange.

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SECTION 704.     Reports by Company.

The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to such Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within 15 days after the same is so required to be filed with the Commission.

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.     Company May Consolidate, Etc., Only on Certain Terms.

The Company shall not consolidate with or merge into any other Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and the Company shall not permit any Person to consolidate with or merge into the Company or convey, transfer or lease its properties and assets substantially as an entirety to the Company, unless:

(1) in case the Company shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, partnership, limited liability company or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any) and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed;

(2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default or Default, and no event which, after notice or lapse of time or both, would become an Event of Default or Default, shall have happened and be continuing; and

(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

SECTION 802.     Successor Substituted.

Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

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SUPPLEMENTAL INDENTURES

SECTION 901.     Supplemental Indentures Without Consent of Holders.

Without the consent of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:

(1) to evidence the succession of another Person to the Company and the assumption by any such successor of the covenants of the Company herein and in the Securities; or

(2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or

(3) to add any additional Defaults or Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Defaults or Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Defaults or Events of Default are expressly being included solely for the benefit of such series); or

(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or

(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or

(6) to secure the Securities; or

(7) to establish the form or terms of Securities of any series as permitted by Sections 201 and 301; or

(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or

(9) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (9) shall not adversely affect the interests of the Holders of Securities of any series in any material respect.

Notwithstanding any provision in this Indenture or otherwise, the rights of creditors in respect of General Obligations under this Indenture and otherwise in respect of the Securities may, at any time and from time to time, be reduced or eliminated by a supplemental indenture entered into by the Company and the Trustee, which supplemental indenture will not require the consent of the Holders of Securities or any creditor in respect of General Obligations.

SECTION 902.     Supplemental Indentures With Consent of Holders.

With the consent of the Holders of not less than 66(2) ^/ (3)% in principal amount of the Outstanding Securities of each series affected by such supplemental indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, and the Trustee may enter into

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an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,

(1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon (or premium, if any) payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or

(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or

(3) modify any of the provisions of this Section, Section 513 or Section 1008, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 1008, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8).

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

SECTION 903.     Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

SECTION 904.     Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 905.     Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act.

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SECTION 906.     Reference in Securities to Supplemental Indentures.

Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

SECTION 907.     Subordination Impaired.

(a) No provision in any supplemental indenture that affects the superior position of the holders of Senior Indebtedness shall be effective against any holder of Senior Indebtedness, unless such holder shall have consented thereto.

(b) Notwithstanding any provision in this Indenture or otherwise, the rights of creditors in respect of General Obligations under this Indenture and otherwise in respect of the Securities may, at any time and from time to time, be reduced or eliminated by a supplemental indenture entered into by the Company and the Trustee, which supplemental indenture will not require the consent of the Holders of Securities or any creditor in respect of General Obligations.

COVENANTS

SECTION 1001.     Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of (and premium, if any) and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.

SECTION 1002.     Maintenance of Office or Agency.

The Company will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however , that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

SECTION 1003.     Money for Securities Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of (and premium, if any) or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the

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principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any series of Securities, it will, prior to each due date of the principal of (and premium, if any) or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

The Company will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (i) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (ii) during the continuance of any default by the Company (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Security of that series and remaining unclaimed for two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however , that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 1004.     Statement by Officers as to Default.

The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

SECTION 1005.     Existence.

Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory), as applicable, and franchises, and the existence, rights (charter and statutory) and franchises of any Major Constituent Bank; provided, however , that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall

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determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders.

SECTION 1006.     Company Statement as to Compliance.

The Company will deliver to the Trustee, within 120 days after the end of each fiscal year, a written statement, which need not comply with Section 102, signed by the Chairman of the Board, a Vice Chairman, the President or a Vice President and by the Treasurer or an Assistant Treasurer of the Company, stating, as to each signer thereof, that

(1) a review of the activities of the Company during such year and of performance under this Indenture has been made under his supervision, and

(2) to the best of his knowledge, based on such review, (a) the Company has fulfilled all its obligations under this Indenture throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to him and the nature and status thereof, and (b) no event has occurred and is continuing which is, or after notice or lapse of time or both would become, an Event of Default under Section 501, or a Default under Section 501 or, if such event has occurred and is continuing, specifying such event known to him and the nature and status thereof.

SECTION 1007.     Payment of Taxes and Other Claims.

The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary, and (2) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.

SECTION 1008.     Waiver of Certain Covenants.

Except as otherwise specified as contemplated by Section 301 for Securities of such series, the Company, with respect to the Securities of any series, may omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such series or in any of Sections 1005 to 1007, inclusive, if before the time for such compliance the Holders of at least 66 2/3% in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

SECTION 1009.     Calculation of Original Issue Discount.

If any Original Issue Discount Securities are outstanding, the Company shall file with the Trustee promptly at the end of each calendar year (i) a written notice specifying the amount of original issue discount (including daily rates and accrual periods) accrued on Outstanding Securities as of the end of such year and (ii) such other specific information relating to such original issue discount as may then be relevant under the Internal Revenue Code of 1986, as amended from time to time.

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REDEMPTION OF SECURITIES

SECTION 1101.     Applicability of Article.

Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for such Securities) in accordance with this Article.

SECTION 1102.     Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction.

SECTION 1103.     Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.

The Trustee shall promptly notify the Company and each Securities Registrar in writing of the Securities selected for redemption and, in case of any Securities selected for partial redemption, the principal amount thereof to be redeemed.

The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.

For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

SECTION 1104.     Notice of Redemption.

Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register.

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All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price,

(3) if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed,

(4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date,

(5) the place or places where each such Security is to be surrendered for payment of the Redemption Price, and

(6) that the redemption is for a sinking fund, if such is the case.

Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

SECTION 1105.     Deposit of Redemption Price.

Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in

Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date.

SECTION 1106.     Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.

If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security.

SECTION 1107.     Securities Redeemed in Part.

Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

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SINKING FUNDS

SECTION 1201.     Applicability of Article.

The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 301 for such Securities.

The minimum amount of any sinking fund payment provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional sinking fund payment”. If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities as provided for by the terms of such Securities.

SECTION 1202.     Satisfaction of Sinking Fund Payments with Securities.

The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

SECTION 1203.     Redemption of Securities for Sinking Fund.

Not less than 90 days (or such shorter period as shall be satisfactory to the Trustee) prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1202 and will also deliver to the Trustee any Securities to be so delivered. Not less than 60 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1106 and 1107.

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.    Company’s Option to Effect Defeasance or Covenant Defeasance.

The Company may elect, at its option at any time, to have Section 1302 or Section 1303 applied to any Securities or any series of Securities, as the case may be, designated pursuant to Section 301 as being defeasible pursuant to such Section 1302 or 1303, in accordance with any applicable requirements provided pursuant to Section 301 and upon compliance with the conditions set forth below in this Article. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities.

SECTION 1302.    Defeasance and Discharge.

Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its

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obligations, and the provisions of Article Fourteen shall cease to be effective, with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments in respect of the principal of (and premium, if any) and interest on such Securities when payments are due, (2) the Company’s obligations with respect to such Securities under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (4) this Article. Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 1303 applied to such Securities.

SECTION 1303.    Covenant Defeasance.

Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, (1) the Company shall be released from its obligations under Sections 1005 to 1007 inclusive, and any covenants provided pursuant to Section 301(18), 901(2) or 901(7) for the benefit of the Holders of such Securities, (2) the occurrence of any event specified in Sections 501(b)(v) (with respect to any of Sections 1005 to 1007 inclusive and any such covenants provided pursuant to Section 301(18), 901(2) or 901(7)) and 501(b)(vi) shall be deemed not to be or result in a Default and (3) the provisions of Article Fourteen shall cease to be effective, in each case with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 1304 are satisfied (hereinafter called “Covenant Defeasance”). For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 501(b)(v)) or Article Fourteen, whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.

SECTION 1304.    Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions to the application of Section 1302 or Section 1303 to any Securities or any series of Securities, as the case may be:

(1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in

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either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.

(2) In the event of an election to have Section 1302 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.

(3) In the event of an election to have Section 1303 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.

(4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.

(5) No event which is, or after notice or lapse of time or both would become, a Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 501(a)(1), (a)(2), (a)(3) and (a)(4), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).

(6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the Trust Indenture Act (assuming all Securities are in default within the meaning of such Act).

(7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound.

(8) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration thereunder.

(9) No event or condition shall exist that, pursuant to the provisions of Article Fourteen, would prevent the Company from making payments of the principal of (and any premium) or interest on the Securities of such series on the date of such deposit or at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).

(10) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

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SECTION 1305.    Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying trustee (solely for purposes of this Section and Section 1306, the Trustee and any such other trustee are referred to collectively as the “Trustee”) pursuant to Section 1304 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, but money so held in trust need not be segregated from other funds except to the extent required by law. Money and U.S. Government Obligations so held in trust shall not be subject to the provisions of Article Fourteen, provided that the applicable conditions of Section 1304 have been satisfied.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.

Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.

SECTION 1306.    Reinstatement.

If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to Section 1302 or 1303 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 1305 with respect to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.

SUBORDINATION OF SECURITIES

SECTION 1401.    Securities Subordinate to Senior Indebtedness.

The Company covenants and agrees, and each Holder of a Security, by his acceptance thereof, likewise covenants and agrees, that, to the extent and in the manner hereinafter set forth in this Article, the indebtedness represented by the Securities and the payment of the principal of (and premium, if any) and interest on each and all of the Securities are hereby expressly made subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness.

Notwithstanding the foregoing, if a deposit referred to in Section 1304(1) is made pursuant to Section 1302 or Section 1303 with respect to any Securities (and provided all other conditions set out in Section 1302 or 1303, as applicable, shall have been satisfied with respect to such Securities), then, following the 90th day after such deposit, no money or U.S. Government Obligations so deposited, and no proceeds thereon, will be subject to any rights of holders of Senior Indebtedness, including any such rights arising under this Article Fourteen.

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SECTION 1402.    Payment Over of Proceeds Upon Dissolution, Etc.

In the event of (a) any insolvency or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding in connection therewith, relative to the Company or to its creditors, as such, or to its assets, or (b) any liquidation, dissolution or other winding up of the Company, whether voluntary or involuntary and whether or not involving insolvency or bankruptcy, or (c) any assignment for the benefit of creditors or any other marshaling of assets and liabilities of the Company, then and in any such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness, or provision shall be made for such payment, before the Holders of the Securities are entitled to receive any payment on account of principal of or interest on the Securities, and to that end the holders of Senior Indebtedness shall be entitled to receive, for application to the payment thereof, any payment or distribution of any kind or character, whether in cash, property or securities, which may be payable or deliverable in respect of the Securities in any such case, proceeding, dissolution, liquidation or other winding up or event.

Upon the occurrence of any of the events described in clauses (a), (b) or (c) of the immediately preceding paragraph, in the event that notwithstanding the foregoing provisions of this Section the Trustee or the Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all Senior Indebtedness is paid in full or payment thereof provided for, and if such fact shall, at or prior to the time of such payment or distribution, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for application to the payment of all Senior Indebtedness remaining unpaid, to the extent necessary to pay all Senior Indebtedness in full, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness.

The consolidation of the Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the conveyance or transfer of its properties and assets substantially as an entirety to another Person upon the terms and conditions set forth in Article Eight shall not be deemed a dissolution, winding up, liquidation, reorganization, assignment for the benefit of creditors or marshaling of assets and liabilities of the Company for the purposes of this Section if the Person formed by such consolidation or into which the Company is merged or which acquires by conveyance or transfer such properties and assets substantially as an entirety, as the case may be, shall, as a part of such consolidation, merger, conveyance or transfer, comply with the respective conditions set forth in Article Nine.

SECTION 1403.    Prior Payment to Senior Indebtedness Upon Acceleration of Securities.

In the event that any Securities are declared due and payable before their Stated Maturity, then and in such event the holders of Senior Indebtedness shall be entitled to receive payment in full of all amounts due or to become due on or in respect of all Senior Indebtedness or provision shall be made for such payment in cash, before the Holders of the Securities are entitled to receive any payment (including any payment which may be payable by reason of the payment of any other indebtedness of the Company being subordinated to the payment of the Securities) by the Company on account of the principal of (or premium, if any) or interest on the Securities or on account of the purchase or other acquisition of Securities; provided , however, that nothing in this Section shall prevent the satisfaction of any sinking fund payment in accordance with Article Twelve by delivering and crediting pursuant to Section 1202 Securities which have been acquired (upon redemption or otherwise) prior to such declaration of acceleration.

In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company.

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The provisions of this Section shall not apply to any payment with respect to which Section 1402 would be applicable.

SECTION 1404.    No Payment When Senior Indebtedness in Default.

In the event and during the continuation of any default in the payment of principal of (or premium, if any) or interest on any Senior Indebtedness beyond any applicable grace period with respect thereto, or, in the event any judicial proceeding shall be pending with respect to any such default, then no payment shall be made by the Company on account of principal of or interest on the Securities or on account of the purchase or other acquisition of Securities.

In the event that, notwithstanding the foregoing, the Company shall make any payment to the Trustee or the Holder of any Security prohibited by the foregoing provisions of this Section, and if such fact shall, at or prior to the time of such payment, have been made known to the Trustee or, as the case may be, such Holder, then and in such event such payment shall be paid over and delivered forthwith to the Company.

The provisions of this Section shall not apply to any payment with respect to which Section 1402 would be applicable.

SECTION 1405.    Payment Permitted If No Default.

Nothing contained in this Article or elsewhere in this Indenture or in any of the Securities of any series shall prevent (a) the Company, at any time except during the pendency of any case, proceeding, dissolution, liquidation or other winding up, assignment for the benefit of creditors or other marshaling of assets and liabilities of the Company referred to in Section 1402 or under the conditions described in Section 1403 or 1404, from making payments at any time of principal of or interest on the Securities, or (b) the application by the Trustee of any money deposited with it hereunder to the payment of or on account of the principal of (and premium, if any) or interest on the Securities of any series or the retention of such payment by the Holders, if, at the time of such application by the Trustee, it did not have knowledge that such payment would have been prohibited by the provisions of this Article.

SECTION 1406.    Subrogation to Rights of Holders of Senior Indebtedness.

Subject to the payment in full of all Senior Indebtedness, the Holders of the Securities shall be subrogated (equally and ratably with the holders of all indebtedness of the Company which by its express terms is subordinated to indebtedness of the Company to substantially the same extent as the Securities are subordinated and is entitled to like rights of subrogation) to the rights of the holders of such Senior Indebtedness to receive payments and distributions of cash, property and securities applicable to the Senior Indebtedness until the principal of and interest on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to the holders of the Senior Indebtedness of any cash, property or securities to which the Holders of the Securities or the Trustee would be entitled except for the provisions of this Article, and no payments over pursuant to the provisions of this Article to the holders of Senior Indebtedness by Holders of the Securities or the Trustee, shall, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, be deemed to be a payment or distribution by the Company to or on account of the Senior Indebtedness.

SECTION 1407.    Provisions Solely to Define Relative Rights.

The provisions of this Article are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities on the one hand and the holders of Senior Indebtedness (and, in the case of Section 1415, the creditors of General Obligations) on the other hand. Nothing contained in this Article or elsewhere in this Indenture or in the Securities is intended to or shall (a) impair, as among the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securities, the obligation of the

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Company, which is absolute and unconditional and which, subject to the rights under this Article of the holders of Senior Indebtedness (and the rights under Section 1415 of creditors in respect of General Obligations), is intended to rank equally with all other General Obligations of the Company, to pay to the Holders of the Securities the principal of and interest on the Securities as and when the same shall become due and payable in accordance with their terms; or (b) affect the relative rights against the Company of the Holders of the Securities and creditors of the Company other than the holders of Senior Indebtedness; or (c) prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, (and under Section 1415 of creditors in respect of General Obligations) under this Article of the holders of Senior Indebtedness to receive cash, property and securities otherwise payable or deliverable to the Trustee or such Holder.

SECTION 1408.    Trustee to Effectuate Subordination.

Each Holder of a Security by his acceptance thereof authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination provided in this Article and appoints the Trustee his attorney-in-fact for any and all such purposes.

SECTION 1409.    No Waiver of Subordination Provisions.

No right of any present or future holder of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of the Company or by any act or failure to act, in good faith, by any such holder, or by any non-compliance by the Company with the terms, provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with.

Without in any way limiting the generality of the foregoing paragraph, the holders of Senior Indebtedness may, at any time and from time to time, without the consent of or notice to the Trustee or the Holders of the Securities, without incurring responsibility to the Holders of the Securities and without impairing or releasing the subordination provided in this Article or the obligations hereunder of the Holders of the Securities to the holders of Senior Indebtedness, do any one or more of the following: (i) change the manner, place or terms of payment or extend the time of payment of, or renew or alter, Senior Indebtedness, or otherwise amend or supplement in any manner Senior Indebtedness or any instrument evidencing the same or any agreement under which Senior Indebtedness is outstanding; (ii) sell, exchange, release or otherwise deal with any property pledged, mortgaged or otherwise securing Senior Indebtedness; (iii) release any Person liable in any manner for the collection of Senior Indebtedness; and (iv) exercise or refrain from exercising any rights against the Company and any other Person.

SECTION 1410.    Notice to Trustee.

The Company shall give prompt written notice to the Trustee of any fact known to the Company which would prohibit the making of any payment to or by the Trustee in respect of the Securities. Notwithstanding the provisions of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts which would prohibit the making of any payment to or by the Trustee in respect of the Securities, unless and until the Trustee shall have received written notice thereof from the Company or a holder of Senior Indebtedness or from any trustee therefor; and, prior to the receipt of any such written notice, the Trustee, subject to the provisions of Section 601, shall be entitled in all respects to assume that no such facts exist; provided, however , that if the Trustee shall not have received the notice provided for in this Section at least five Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose, then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purpose for which such money was received and shall not be affected by any notice to the contrary which may be received by it within five Business Days prior to such date.

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Subject to the provisions of Section 601, the Trustee shall be entitled to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness or a trustee therefor (or a creditor in respect of General Obligations) to establish that such notice has been given by a holder of Senior Indebtedness or a trustee therefor (or a creditor in respect of General Obligations). In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness (or a creditor in respect of General Obligations) to participate in any payment or distribution pursuant to this Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness (or General Obligations) held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article, and if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

SECTION 1411.    Reliance on Judicial Order or Certificate of Liquidating Agent.

Upon any payment or distribution of assets of the Company referred to in this Article, the Trustee, subject to the provisions of Section 601, and the Holders of the Securities shall be entitled to rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee for the benefit of creditors, agent or other Person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of the Senior Indebtedness and other indebtedness of the Company (and the creditors in respect of General Obligations), the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article.

SECTION 1412. Trustee Not Fiduciary for Holders of Senior Indebtedness (or Creditors in Respect of General Obligations).

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness (or creditors in respect of General Obligations) and shall not be liable to any such holders (or creditors in respect of General Obligations) if it shall in good faith mistakenly pay over or distribute to Holders of Securities or to the Company or to any other Person cash, property or securities to which any holders of Senior Indebtedness (or creditors in respect of General Obligations) shall be entitled by virtue of this Article or otherwise.

SECTION 1413. Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee’s Rights.

The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness which may at any time be held by it (or with respect to any General Obligations owed to the Trustee as a creditor), to the same extent as any other holder of Senior Indebtedness (or creditors in respect of General Obligations as the case may be), and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.

Nothing in this Article shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607.

SECTION 1414.    Article Applicable to Paying Agents.

In case at any time any Paying Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee” as used in this Article shall in such case (unless the context otherwise requires) be construed as extending to and including such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in addition to or in place of the Trustee; provided, however , that Section 1413 shall not apply to the Company or any Affiliate of the Company if it or such Affiliate acts as Paying Agent.

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SECTION 1415.    Payment of Proceeds in Certain Cases.

(a) Upon the occurrence of any of the events specified in clauses (a), (b) and (c) of the first paragraph of Section 1402, the provisions of that Section shall be given effect to determine the amount of cash, property or securities which may be payable or deliverable as between the holders of Senior Indebtedness, on the one hand, and the Holders of Securities, on the other hand.

(b) If, after giving effect to the provisions of Section 1402 and Section 1406, any amount of cash, property or securities of the Company shall be available for payment or distribution in respect of the Securities (“Excess Proceeds”), and any creditors in respect of General Obligations shall not have received payment in full of all amounts due or to become due on or in respect of such General Obligations, then such Excess Proceeds shall first be applied (ratably with any amount of cash, property or securities available for payment or distribution in respect of any other indebtedness of the Company that by its express terms provides for the payment over of amounts corresponding to Excess Proceeds to creditors in respect of General Obligations) to pay or provide for the payment of the General Obligations remaining unpaid, to the extent necessary to pay all General Obligations in full, after giving effect to any concurrent payment or distribution to or for creditors in respect of General Obligations. Any Excess Proceeds remaining after the payment (or provision for payment) in full of all General Obligations shall be available for payment or distribution in respect of the Securities.

(c) In the event that, notwithstanding the foregoing provisions of subsection (b) of this Section, the Trustee or Holder of any Security shall have received any payment or distribution of assets of the Company of any kind or character, whether in cash, property or securities, before all General Obligations are paid in full or payment thereof duly provided for, and if such fact shall, at or prior to the time of such payment or distribution have been made known to the Trustee or, as the case may be, such Holder, then and in such event, subject to any obligation that the Trustee or such Holder may have pursuant to Section 1402, such payment or distribution shall be paid over or delivered forthwith to the trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or other Person making payment or distribution of assets of the Company for payment in accordance with subsection (b).

(d) Subject to the payment in full of all General Obligations, the Holders of the Securities shall be subrogated (equally and ratably with the holders of all indebtedness of the Company that by its express terms provides for the payment over of amounts corresponding to Excess Proceeds to creditors in respect of General Obligations and is entitled to like rights of subrogation) to the rights of the creditors in respect of General Obligations to receive payments and distributions of cash, property and securities applicable to the General Obligations until the principal of and interest on the Securities shall be paid in full. For purposes of such subrogation, no payments or distributions to creditors in respect of General Obligations of any cash, property or securities to which Holders of the Securities or the Trustee would be entitled except for the provisions of this Section, and no payments over pursuant to the provisions of this Section to creditors in respect of General Obligations by Holders of Securities or the Trustee, shall, as among the Company, its creditors other than creditors in respect of General Obligations and the Holders of Securities be deemed to be a payment or distribution by the Company to or on account of the General Obligations.

(e) The provisions of subsections (b), (c) and (d) of this Section are and are intended solely for the purpose of defining the relative rights of the Holders of the Securities, on the one hand, and the creditors in respect of General Obligations, on the other hand, after giving effect to the rights of the holders of Senior Indebtedness, as provided in this Article. Nothing contained in subsections (b), (c) and (d) of this Section is intended to or shall affect the relative rights against the Company of the Holders of the Securities and (1) the holders of Senior Indebtedness or (2) other creditors of the Company other than creditors in respect of General Obligations.

SECTION 1416.    Automatic Termination.

Upon the occurrence of a Termination Event, the Company will promptly notify the Trustee and the following provisions of this Indenture shall immediately and automatically terminate, be null and void ab initio

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and have no further effect: the definitions of “Claim”, “Excess Proceeds” and “General Obligations”; subsection (d) of Section 111; the sixth paragraph of Section 203; the last paragraph of Section 901; subsection (b) of Section 907; all language in each parenthetical containing the words “General Obligations” in Sections 1407, 1410, 1411, 1412 and 1413; and Section 1415. The Trustee shall have the right at any time to request that the Company supply it with an Opinion of Counsel as to whether a Termination Event shall have occurred.

This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the day and year first above written.

ZIONS BANCORPORATION
By	/s/    DOYLE L. ARNOLD
Name:	Doyle L. Arnold
Title:	Executive Vice President
J. P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
By	/s/    JAMES L. NAGY
	Authorized Officer

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EX-99.T3C-2

EXHIBIT T3C-2

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

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

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

ZIONS BANCORPORATION

2009 5.65% Subordinated Notes due May 15, 2014

No.              CUSIP No. 989701AL1 $

ZIONS BANCORPORATION, a corporation duly organized and existing under the laws of the State of Utah (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of              Dollars ($            ) on May 15, 2014, and to pay interest thereon from May 15, 2009 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 15 and November 15 in each year, commencing November 15, 2009, at the rate of 5.65% per annum, until the principal hereof is paid or made available for payment (each such date, an “Interest Payment Date”). Any premium and any such installment of interest that is overdue at any time shall also bear interest (to the extent that the payment of such interest shall be legally enforceable), at the rate per annum at which the principal then bears interest, from the date any such overdue amount first becomes due until it is paid or made available for payment. Notwithstanding the foregoing, interest on any principal, premium or installment of interest that is overdue shall be payable on demand. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 1 or November 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Interest on this Security shall be calculated on a pro rata basis using a 30-day month and a 360-day year.

In the event that an Interest Payment Date is not a Business Day, interest will be paid on the next day that is a Business Day, with the same force and effect as if made on the Interest Payment Date, and without any interest or other payment with respect to the delay. If the date of Stated Maturity for the principal falls on a day that is not a Business Day, the payment of the principal amount of this Security will be made on the next succeeding Business Day and no interest will accrue for the period from and after such date of Stated Maturity. “Business Day,” with respect to this Security, is a day other than a Saturday, a Sunday or any other day on which banking institutions in Salt Lake City, Utah, San Francisco, California or New York City generally are authorized or required by law or executive order to close.

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

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

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated: June     , 2009

ZIONS BANCORPORATION

By

Name:

Title:

Attest:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated: June     , 2009

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
As Trustee
By
	Authorized Officer:

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(Reverse of Security)

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

The Securities of this series may not be redeemed prior to the Stated Maturity.

There is no sinking fund for the Securities of this series.

The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and in certain circumstances, to all General Obligations, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives reliance by each such holder upon said provisions.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

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

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the

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Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

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

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

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

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

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

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

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

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ABBREVIATIONS

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

TEN COM – as tenants in common

TEN ENT – as tenants by the entireties

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

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

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

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ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
(Please Print or Typewrite Name and Address Including Postal Zip Code of Assignee)
the attached Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security on the books of the Company, with full power of substitution in the premises.
Dated:	NOTICE: The signature to this assignment must be guaranteed and correspond with the name of the Holder as written upon the face of the attached Security in every particular, without alteration or enlargement or any change whatsoever.

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EX-99.T3C-3

EXHIBIT T3C-3

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

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

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

ZIONS BANCORPORATION

2009 6.00% Subordinated Notes due September 15, 2015

No. CUSIP No. 989701AJ6 $            

ZIONS BANCORPORATION, a corporation duly organized and existing under the laws of the State of Utah (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of              Dollars ($             ) on September 15, 2015, and to pay interest thereon from March 15, 2009 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on March 15 and September 15 in each year, commencing September 15, 2009, at the rate of 6.00% per annum, until the principal hereof is paid or made available for payment (each such date, an “Interest Payment Date”). Any premium and any such installment of interest that is overdue at any time shall also bear interest (to the extent that the payment of such interest shall be legally enforceable), at the rate per annum at which the principal then bears interest, from the date any such overdue amount first becomes due until it is paid or made available for payment. Notwithstanding the foregoing, interest on any principal, premium or installment of interest that is overdue shall be payable on demand. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the March 1 or September 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Interest on this Security shall be calculated on a pro rata basis using a 30-day month and a 360-day year.

In the event that an Interest Payment Date is not a Business Day, interest will be paid on the next day that is a Business Day, with the same force and effect as if made on the Interest Payment Date, and without any interest or other payment with respect to the delay. If the date of Stated Maturity for the principal falls on a day that is not a Business Day, the payment of the principal amount of this Security will be made on the next succeeding Business Day and no interest will accrue for the period from and after such date of Stated Maturity. “Business Day,” with respect to this Security, is a day other than a Saturday, a Sunday or any other day on which banking institutions in Salt Lake City, Utah, San Francisco, California or New York City generally are authorized or required by law or executive order to close.

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

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

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated: June     , 2009

ZIONS BANCORPORATION

By

Name:

Title:

Attest:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated: June     , 2009

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. As Trustee
By
	Authorized Officer:

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(Reverse of Security)

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

The Securities of this series may not be redeemed prior to the Stated Maturity.

There is no sinking fund for the Securities of this series.

The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and in certain circumstances, to all General Obligations, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives reliance by each such holder upon said provisions.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

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

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the

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Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

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

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

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

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

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

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

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

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ABBREVIATIONS

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

TEN COM – as tenants in common

TEN ENT – as tenants by the entireties

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

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

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

5

ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
(Please Print or Typewrite Name and Address Including Postal Zip Code of Assignee)
the attached Security and all rights thereunder, and hereby irrevocably constitutes and appoints to transfer said Security on the books of the Company, with full power of substitution in the premises.
Dated:	NOTICE: The signature to this assignment must be guaranteed and correspond with the name of the Holder as written upon the face of the attached Security in every particular, without alteration or enlargement or any change whatsoever.

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EX-99.T3C-4

EXHIBIT T3C-4

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

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

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

ZIONS BANCORPORATION

2009 5.50% Subordinated Notes due November 16, 2015

No. CUSIP No. 989701AM9 $            

ZIONS BANCORPORATION, a corporation duly organized and existing under the laws of the State of Utah (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of              Dollars ($            ) on November 16, 2015, and to pay interest thereon from May 16, 2009 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on May 16 and November 16 in each year, commencing November 16, 2009, at the rate of 5.50% per annum, until the principal hereof is paid or made available for payment (each such date, an “Interest Payment Date”). Any premium and any such installment of interest that is overdue at any time shall also bear interest (to the extent that the payment of such interest shall be legally enforceable), at the rate per annum at which the principal then bears interest, from the date any such overdue amount first becomes due until it is paid or made available for payment. Notwithstanding the foregoing, interest on any principal, premium or installment of interest that is overdue shall be payable on demand. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the May 2 or November 2 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.

Interest on this Security shall be calculated on a pro rata basis using a 30-day month and a 360-day year.

In the event that an Interest Payment Date is not a Business Day, interest will be paid on the next day that is a Business Day, with the same force and effect as if made on the Interest Payment Date, and without any interest or other payment with respect to the delay. If the date of Stated Maturity for the principal falls on a day that is not a Business Day, the payment of the principal amount of this Security will be made on the next succeeding Business Day and no interest will accrue for the period from and after such date of Stated Maturity. “Business Day,” with respect to this Security, is a day other than a Saturday, a Sunday or any other day on which banking institutions in Salt Lake City, Utah, San Francisco, California, or New York City generally are authorized or required by law or executive order to close.

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

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

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated: June     , 2009

ZIONS BANCORPORATION

By

Name:

Title:

Attest:

This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated: June     , 2009

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. As Trustee
By
	Authorized Officer:

2

(Reverse of Security)

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

The Securities of this series may not be redeemed prior to the Stated Maturity.

There is no sinking fund for the Securities of this series.

The indebtedness evidenced by this Security is, to the extent provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and in certain circumstances, to all General Obligations, and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his or her behalf to take such actions as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee his or her attorney-in-fact for any and all such purposes. Each Holder hereof, by his or her acceptance hereof, waives all notice of the acceptance of the subordination provisions contained herein and in the Indenture by each holder of Senior Indebtedness, whether now outstanding or hereafter created, incurred, assumed or guaranteed, and waives reliance by each such holder upon said provisions.

The Indenture contains provisions for defeasance at any time of the entire indebtedness of this Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with certain conditions set forth in the Indenture.

If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

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

As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the

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Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

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

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

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

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

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

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

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

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ABBREVIATIONS

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

TEN COM – as tenants in common

TEN ENT – as tenants by the entireties

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

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

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

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ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
(Please Print or Typewrite Name and Address Including Postal Zip Code of Assignee) the attached Security and all rights thereunder, and hereby irrevocably constitutes and appoints
to transfer said Security on the books of the Company, with full power of substitution in the premises.
Dated:
	NOTICE: The signature to this assignment must be guaranteed and correspond with the name of the Holder as written upon the face of the attached Security in every particular, without alteration or enlargement or any change whatsoever.

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EX-99.T3E-1

EXHIBIT T3E-1

OFFERING CIRCULAR

ZIONS BANCORPORATION

Offer to Exchange

2009 5.65% Subordinated Notes due 2014,

2009 6.00% Subordinated Notes due 2015 and

2009 5.50% Subordinated Notes due 2015

for any or all of our outstanding

5.65% Subordinated Notes due 2014,

6.00% Subordinated Notes due 2015 and

5.50% Subordinated Notes due 2015

Exchange Offer

Zions Bancorporation (the “Company” or “Zions” or “we” or “us”) is offering to exchange, upon the terms and subject to the conditions set forth in this offering circular and the accompanying letter of transmittal (which together constitute, and we refer to herein, as the “exchange offer”), $1,000 principal amount of our newly issued 2009 5.65% Subordinated Notes due 2014 (the “new 5.65% notes”), 2009 6.00% Subordinated Notes due 2015 (the “new 6.00% notes”) and 2009 5.50% Subordinated Notes due 2015 (the “new 5.50% notes,” and together with the new 5.65% notes and the new 6.00% notes, the “new notes”), for each $1,000 principal amount of validly tendered and accepted 5.65% Subordinated Notes due 2014 (the “outstanding 5.65% notes”), 6.00% Subordinated Notes due 2015 (the “outstanding 6.00% notes”) and 5.50% Subordinated Notes due 2015 (the “outstanding 5.50% notes,” and together with the outstanding 5.65% notes and the outstanding 6.00% notes, the “outstanding notes”), respectively. The CUSIP numbers for the outstanding securities are 989701AL1, 989701AJ6 and 989701AM9, respectively.

The exchange offer expires at 11:59 p.m., New York City time, on June 26, 2009, which date we refer to as the expiration date, unless earlier terminated or extended by us.

Subject to the satisfaction or waiver of specified conditions described in this offering circular and the accompanying letter of transmittal, we will exchange the equivalent series of new notes for any outstanding notes that are validly tendered and not withdrawn by you at any time prior to the expiration date as described in this offering circular. Each $1,000 of outstanding notes tendered will be exchanged for $1,000 principal amount of the equivalent series of new notes. Tenders of outstanding notes may be withdrawn at any time prior to 11:59 p.m., New York City time, on the expiration date of the exchange offer.

Following the completion of the exchange offer, we plan to enter into a supplemental indenture that will modify the terms of any outstanding notes not validly tendered to provide that, upon the terms and subject to the conditions to be set forth in the supplemental indenture, such outstanding notes may thereafter be converted on specified dates into 40 depositary shares each representing a 1/40^th ownership interest in a share of either, at the option of the holder of outstanding notes, our Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”) or our 9.50% Series C Non-Cumulative Perpetual Preferred Stock (the “Series C Preferred Stock”). We refer to this as the outstanding notes’ conversion feature.

Although we believe that the addition of the outstanding notes’ conversion feature is beneficial to holders of outstanding notes, adding this feature may have adverse U.S. Federal income tax consequences to certain holders of the outstanding notes that have a basis in their outstanding notes that is less than the principal amount of such notes including the requirement to include original issue discount in income currently even though the holder will not receive current payments in respect of such income inclusion. See “Certain United States Federal Income Tax Considerations.” Accordingly, we are conducting this exchange offer to allow holders of outstanding notes to exchange their notes for new notes, which will not have the outstanding notes’ conversion feature. We do not believe that the subordinated indenture governing the outstanding notes requires, and we are not soliciting, the consent of holders of outstanding notes to our entering into the supplemental indenture.

Except for the conversion feature which we intend to add to the outstanding notes (as described in the summary and in the section entitled “Description of the Outstanding Notes”) the terms of the new notes will be identical to the terms of the outstanding notes as of the date hereof. If you validly tender any outstanding notes for the equivalent series of new notes, the new notes that you receive will not include the outstanding notes’ conversion feature, and you will not be able to convert your notes into any series of our preferred stock.

The exchange offer is described in detail in this offering circular, and we urge you to read it carefully, including the section entitled “Risk Factors” beginning on page [10] for a discussion of factors you should consider before considering whether to tender your outstanding notes in exchange for new notes.

The new notes are not savings accounts, deposits or other obligations of any bank or non-bank subsidiary of ours and are not insured by the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System or any other governmental agency. The new notes will not be guaranteed by the Federal Deposit Insurance Corporation pursuant to the Temporary Liquidity Guarantee Program.

Neither our board of directors nor any other person is making any recommendation as to whether you should choose to exchange your outstanding notes for new notes.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS OFFERING IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this offering circular is June 1, 2009.

TABLE OF CONTENTS

	Page
FORWARD-LOOKING STATEMENTS	iii
SUMMARY	1
RISK FACTORS	11
USE OF PROCEEDS	18
PRICE RANGE OF PREFERRED STOCK	18
RATIO OF EARNINGS TO FIXED CHARGES	19
DIVIDEND POLICY	20
THE EXCHANGE OFFER	21
DESCRIPTION OF THE NEW NOTES	30
DESCRIPTION OF THE OUTSTANDING NOTES	41
DESCRIPTION OF OUR CAPITAL STOCK	42
DESCRIPTION OF SERIES A PREFERRED STOCK	43
DESCRIPTION OF SERIES C PREFERRED STOCK	50
DESCRIPTION OF DEPOSITARY SHARES	56
CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS	58
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	62
WHERE YOU CAN FIND MORE INFORMATION	63
DOCUMENTS INCORPORATED BY REFERENCE	63

You should rely only on the information contained in, or incorporated by reference into, this document. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell the new notes. The information in this document may only be accurate on the date of this document.

This offering circular does not constitute an offer to exchange in any jurisdiction in which, or from any person to or from whom, it is unlawful to make such offer under applicable federal securities or state securities laws. The delivery of this offering circular shall not under any circumstances create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that there has been no change in the information set forth herein or any attachments hereto nor in the affairs of the Company or any of its subsidiaries since the date hereof.

In making a decision in connection with the exchange offer, noteholders must rely on their own examination of the Company and the terms of the exchange offer, including the merits and risks involved. Noteholders should not construe the contents of this offering circular as providing any legal, business, financial or tax advice. Each noteholder should consult with its own legal, business, financial and tax advisors with respect to any such matters concerning this offering circular and the exchange offer contemplated thereby.

We are relying on Section 3(a)(9) of the Securities Act of 1933, as amended, which we refer to as the Securities Act, to exempt the exchange offer from the registration requirements of the Securities Act with respect to the exchange of the outstanding notes for the new notes. We are also relying on Section 18(b)(4)(c) of the Securities Act to exempt the exchange offer from state securities law requirements. We have not filed and will not file a registration statement under the Securities Act or any other federal or state securities laws with respect to the new notes that may be deemed to be offered by virtue of this exchange offer or any shares of Series A Preferred Stock or Series C Preferred Stock that may become issuable upon conversion of the outstanding notes.

Generally, the Securities Act prohibits the offer of securities to the public unless a registration statement has been filed with the Securities and Exchange Commission, or the SEC, and the sale of securities until such registration statement has been declared effective by the SEC, unless an exemption from registration is available. The exchange offer constitutes an “offer” of securities under the Securities Act. However, we are availing ourselves of Section 3(a)(9) of the Securities Act which provides an exemption from registration for exchanges of securities by the issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly to any broker, dealer, salesperson or other person for soliciting such exchange. Accordingly, no filing of a registration statement with the SEC is being made with respect to the exchange offer.

We have nevertheless prepared this offering circular which contains substantially the same information which would be required for a registration statement and are distributing this offering circular to the holders of outstanding notes. Because filing of a registration statement with the SEC is not required for the exchange offer, the SEC is not reviewing or commenting on this offering circular or the documents used in the exchange offer.

Based upon interpretations by the staff of the Division of Corporation Finance of the SEC, we believe that any new notes that we issue in exchange for outstanding notes that were eligible for resale without compliance with the registration requirements of the Securities Act, specifically outstanding notes represented by CUSIP Nos. 989701AL1, 989701AJ6, and 989701AM9, may be offered for resale, resold and otherwise transferred by any holder thereof who is not an affiliate of ours without compliance with the registration requirements of the Securities Act.

All inquiries relating to this offering circular and the exchange offer should be directed Global Bondholder Services Corporation, the information agent for the exchange offer, at one of the telephone numbers or the address listed on the back cover page of this offering circular. Questions regarding the procedures for tendering in the exchange offer and requests for assistance in tendering your outstanding notes should be directed to Global Bondholder Services Corporation, the depositary and exchange agent for the exchange offer, at the telephone number or the address listed on the back cover page of this offering. Requests for additional copies of this offering circular, any documents incorporated by reference into this offering circular or the letter of transmittal may be directed to either the information agent or the depositary and exchange agent at the respective telephone numbers and addresses listed on the back cover page of this offering circular.

ii

FORWARD-LOOKING STATEMENTS

When used in this offering circular, 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 offering circular, 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 and the Board of Governors of the Federal Reserve System (the “Federal Reserve”);

• 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;

iii

• success in gaining regulatory approvals, when required;

• 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 offering circular or incorporated by reference herein are based on information available to us as of the date of this offering circular 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 offering circular.

iv

SUMMARY

The following is a summary of certain information contained elsewhere in this offering circular and is qualified in its entirety by the more detailed information contained elsewhere in this offering circular or incorporated herein by reference. Certain descriptions in this offering circular of provisions of the subordinated indenture pursuant to which the outstanding notes were issued and the new notes will be issued are only summaries of such provisions and are qualified herein by reference to the subordinated indenture, dated as of September 10, 2002, by and between us and The Bank of New York Mellon Trust Company, N.A. To receive a copy of the subordinated indenture, see “Where You Can Find More Information.” Copies of the subordinated indenture will also be provided upon request to the information agent. You should rely only on the information provided or incorporated by reference in this offering circular.

This offering circular contains forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements.” See “Risk Factors” for certain factors that should be considered by holders of the outstanding notes in considering whether to tender their outstanding notes for exchange.

Our Company

Zions Bancorporation is a financial holding company organized under the laws of the State of Utah in 1955, and registered under the Bank Holding Company Act of 1956, as amended. Zions and its subsidiaries own and operate eight commercial banks with a total of 479 domestic branches as of March 31, 2009. We provide a full range of banking and related services through our banking and other subsidiaries, primarily in Utah, California, Texas, Arizona, Nevada, Colorado, Idaho, Washington and Oregon. Full-time equivalent employees totaled 10,942 as of March 31, 2009.

We focus on providing community-minded banking services by continuously strengthening our core business lines of 1) small, medium-sized business and corporate banking; 2) commercial and residential development, construction and term lending; 3) retail banking; 4) treasury cash management and related products and services; 5) residential mortgage; 6) trust and wealth management; and 7) investment activities. We operate eight different banks in ten Western and Southwestern states with each bank operating under a different name and each having its own board of directors, chief executive officer and management team. The banks provide a wide variety of commercial and retail banking and mortgage lending products and services. They also provide a wide range of personal banking services to individuals, including home mortgages, bankcard, other installment loans, home equity lines of credit, checking accounts, savings accounts, time certificates of various types and maturities, trust services, safe deposit facilities, direct deposit and 24-hour ATM access. In addition, certain banking subsidiaries provide services to key market segments through their Women’s Financial, Private Client Services and Executive Banking Groups. We also offer wealth management services through a subsidiary, Contango Capital Advisors, Inc., and online brokerage services through Zions Direct, Inc.

In addition to these core businesses, we have built specialized lines of business in capital markets, public finance and certain financial technologies, and we are also a leader in Small Business Administration (“SBA”) lending. Through our eight banking subsidiaries, we provide SBA 7(a) loans to small businesses throughout the United States and are also one of the largest providers of SBA 504 financing in the nation. We own an equity interest in the Federal Agricultural Mortgage Corporation (“Farmer Mac”) and are one of the nation’s top originators of secondary market agricultural real estate mortgage loans through Farmer Mac. We are a leader in municipal finance advisory and underwriting services. We also control four venture capital funds that provide early-stage capital primarily for start-up companies located in the Western United States. Our NetDeposit, LLC subsidiary is a leader in the provision of check imaging and clearing software.

1

Recent Developments

On June 1, 2009, we announced certain capital actions intended to enhance our common equity and our regulatory capital, including the proposed modification of our outstanding notes and the related exchange offer described herein. In addition to the matters described herein, on June 1, 2009 the Company 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. Sales of our common stock, if any, will be made by means of ordinary brokers’ transactions on the Nasdaq Global Select Market or otherwise at market prices or to Goldman Sachs for resale. 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. We cannot assure that we will be able to sell the full $250 million of common stock on favorable terms or at all.

On June 1, 2009, we also commenced a modified “Dutch auction” tender offer for up to 4,000,000 depositary shares each representing a 1/40th ownership interest in a share of our Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock. Unless extended or terminated, the preferred stock tender offer will expire at 11:59 p.m. on June 26, 2009. We intend to use proceeds from the shares of common stock issued pursuant to the equity distribution agreement to fund the purchase price for the depositary shares in the preferred stock tender offer and for general corporate purposes. The tender offer is subject to conditions. We cannot assure you that the tender offer will be completed or that we will realize the anticipated common equity or regulatory capital benefits.

2

The Exchange Offer

Background We issued the outstanding 6.00% notes in September 2003, the outstanding 5.65% notes in May 2004 and the outstanding 5.50% notes in November 2005, each in separate registered transactions. Following the completion of the exchange offer, we plan to execute a supplemental indenture pursuant to which we will add a covenant to each series of the outstanding notes that will provide that, upon the terms and subject to the conditions set forth in the supplemental indenture, the holders of the outstanding notes may convert on specified dates each $1,000 in aggregate principal amount of the outstanding notes into $1,000 in liquidation preference of depositary shares (or 40 depositary shares) representing either, at the option of the holder, our Series A Preferred Stock or Series C Preferred Stock. We refer to this in this offering circular as the outstanding notes’ conversion feature. We commenced this exchange offer on June 1, 2009, in order to give holders of the outstanding notes an opportunity to exchange such outstanding notes for the equivalent series of new notes, which will not contain the outstanding notes’ conversion feature, should they determine to do so. The following is a brief summary of the terms of the exchange offer. For a more complete description, see the section of this offering circular entitled “The Exchange Offer.”

Purpose of the exchange offer The purpose of this exchange offer is to exchange the outstanding notes, which will become subject to the outstanding notes’ conversion feature after the completion of the exchange offer, for the equivalent series of new notes which will be identical to the outstanding notes, except that they will not have the outstanding notes’ conversion feature.

Although we believe that the addition of the outstanding notes’ conversion feature is beneficial to holders of outstanding notes (due to, among other things, the higher dividend rate with respect to our Series A Preferred Stock and our Series C Preferred Stock as well as the potential for corporate U.S. holders to utilize the dividends received deduction with respect to dividends on our Series A Preferred Stock or Series C Preferred Stock), adding such feature may have adverse U.S. tax consequences to certain holders of the outstanding notes that have a basis in their outstanding notes that is less than the principal amount of such notes including the requirement to include original issue discount in income currently even though the holder will not receive current payments in respect of such income inclusion. See “Certain United States Federal Income Tax Considerations.” Accordingly, we are conducting this exchange offer to allow holders of outstanding notes to exchange their notes for new notes, which will not have the outstanding notes’ conversion feature. We do not believe that the subordinated indenture governing the outstanding notes requires, and we are not soliciting, the consent of holders of outstanding notes to our entering into the supplemental indenture.

3

We propose to add the outstanding notes’ conversion feature to the outstanding notes to afford the holders of outstanding notes the ability to convert into shares of our Series A Preferred Stock or Series C Preferred Stock. In addition, as noted above, the addition of the outstanding notes’ conversion feature and this related exchange offer is one of several capital actions announced by us on June 1, 2009. The addition of the conversion feature is intended to result in an extinguishment of any outstanding notes (other than those validly tendered and accepted in this exchange offer) for purposes of both generally accepted accounting principles and federal income tax that will result in an increase in tangible common equity and retained earnings for the quarter in which we enter into the supplemental indenture. We also anticipate recognizing a gain with respect to previously terminated swap agreements with respect to such outstanding notes. Further, to the extent that holders of the outstanding notes that are modified by the outstanding notes’ conversion feature later exercise their right to convert into depositary shares representing our preferred stock, the Company will achieve an addition to permanent Tier 1 capital (subject to the Company’s right to redeem the preferred stock), and a reduction in subordinated debt that would otherwise have matured in 2014 or 2015, although at an increase in financing costs.

The exchange offer We are offering to exchange $1,000 principal amount of the equivalent series of new notes for each $1,000 principal amount of outstanding notes accepted for exchange.

Conversion Unless we have previously repurchased the outstanding notes, each holder who does not tender outstanding notes for exchange in this exchange offer will have the right on July 22, 2009, and on each interest payment date thereafter with respect to such holder’s series of outstanding notes, to convert each $1,000 in aggregate principal amount of such holder’s outstanding notes into $1,000 liquidation preference of depositary shares (or 40 depositary shares) representing, at their option, either shares of our Series A Preferred Stock or Series C Preferred Stock.

See “Description of the Outstanding Notes—Conversion Feature.”

Conditions to the exchange offer The exchange offer is subject to the exchange not resulting in any adverse tax consequences to us and certain other conditions. See the section of this offering circular entitled “The Exchange Offer — Conditions of the Exchange Offer.”

Expiration date The exchange offer will expire at 11:59 p.m., New York City time, on June 26, 2009, which date we refer to as the expiration date, unless extended or earlier terminated by us. In the event the exchange offer is extended, the term “expiration date” with respect to such extended exchange offer shall mean the time and date on which the exchange offer, as so extended, shall expire. We may extend the expiration date for any reason. If we decide to extend it, we will announce any extensions by press release or other permitted means no later than 9:00 a.m., New York City time, on the business day immediately following the scheduled expiration of the exchange offer.

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Withdrawal of tenders Tenders of outstanding notes may be withdrawn by a request in writing at any time prior to 11:59 p.m., New York City time, on the expiration date.

Procedures for exchange Only registered holders of the outstanding notes are entitled to tender the outstanding notes. A beneficial owner whose outstanding notes are registered in the name of a custodian must contact such custodian if such beneficial owner desires to tender the outstanding notes with respect to such registered outstanding notes. Participants in The Depository Trust Company (“DTC”) may electronically transmit their acceptance and the tender by causing DTC to transfer their the outstanding notes to the depositary and exchange agent in accordance with DTC’s Automated Tender Offer Program (“ATOP”) procedures for such a transfer.

Please see “The Exchange Offer—Procedures for Tendering the Outstanding Notes” for instructions on how to exchange your outstanding notes for new notes.

Acceptance of tendered notes and payment Upon the terms of the exchange offer and upon satisfaction or waiver of the conditions thereto, the Company will accept no later than the acceptance date for exchange validly tendered (or defectively tendered, if such defect has been waived by the Company) and not validly withdrawn outstanding notes.

Provided that the conditions to the exchange offer have been satisfied or waived, the equivalent series of new notes will be issued for the outstanding notes exchanged in the exchange offer on the settlement date. No accrued interest will be paid on the settlement date with respect to outstanding notes validly tendered and not validly withdrawn, and by tendering in the exchange offer you will be deemed to have forfeited accrued interest on outstanding notes validly tendered. However, if you are issued new notes in the exchange offer, you will receive on the subsequent interest payment date interest for the full interest period (as if the new notes had been outstanding since the preceding interest payment date with respect to the applicable series of outstanding notes).

The Company reserves the right to accept for purchase and pay for all outstanding notes validly tendered and not validly withdrawn on or prior to the expiration date and to keep the exchange offer open or extend the expiration date to a later date and time announced by the Company and may waive all conditions to the exchange offer (other than valid tender) for the outstanding notes tendered on or prior to the expiration date.

Amendment of the exchange offer We reserve the right not to accept any of the outstanding notes tendered, and to otherwise interpret or modify the terms of the exchange offer, provided that we will comply with applicable laws that require us to extend the period during which outstanding notes may be tendered or withdrawn as a result of changes in the terms of or information relating to the exchange offer.

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Certain U.S. Federal Tax Considerations For a summary of certain U.S. Federal tax consequences to holders of outstanding notes related to (i) the exchange of the outstanding notes for the new notes pursuant to the exchange offer or (ii) the addition of the outstanding notes’ conversion feature, see “Certain United States Federal Income Tax Considerations.”

Use of proceeds We will not receive any cash proceeds from the exchange offer.

Depositary and exchange agent Global Bondholder Services Corporation is serving as the depositary and exchange agent in connection with the exchange offer. The address and telephone numbers of Global Bondholder Services Corporation are listed on the back cover of this offering circular.

Information agent Global Bondholder Services Corporation is serving as the information agent in connection with the exchange offer. The address and telephone numbers of Global Bondholder Services Corporation are listed on the back cover of this offering circular.

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The New Notes

Issuer Zions Bancorporation.

Maturity Each series of new notes will mature on the same date as the equivalent series of outstanding notes.

Interest rate and interest payment dates Interest on the new notes will be paid on the same dates and at the same rate as for the equivalent series of the outstanding notes:

Interest on:

• the new 5.65% notes will be paid on May 15 and November 15 of each year;

• the new 5.50% notes will be paid on May 16 and November 16 of each year; and

• the new 6.00% notes will be paid on March 15 and September 15 of each year.

Conversion The new notes will not be convertible into any other security, including depositary shares representing Series A Preferred Stock and Series C Preferred Stock.

Ranking The new notes will be our unsecured obligations subordinated in right of payment to all our senior indebtedness and effectively subordinated to all existing and future debt and all other liabilities of our subsidiaries and, upon the occurrence of certain events of insolvency, will be subordinated to the prior payment in full of our general obligations. As of March 31, 2009, the aggregate amount of our outstanding senior indebtedness and general obligations was approximately $1.0 billion and the aggregate amount of our outstanding subordinated debt, including debt issued by us to financing trust subsidiaries that have issued trust preferred securities and including our subordinated guarantee of a subsidiary’s debt, was approximately $1.7 billion. In addition, as of that date, the aggregate amount of all debt and other liabilities of our subsidiaries, other than the trust preferred securities and guaranteed debt referred to above, was approximately $46.1 billion.

Other terms of the new notes With the exception of the outstanding notes’ conversion feature, the new notes will be issued under the same subordinated indenture, and will have identical terms as, the equivalent series of the outstanding notes.

Global notes; book-entry system The new notes will be in fully registered form in minimum denominations of $1,000. The new notes will be evidenced by one or more global notes deposited with the trustee for the new notes, as custodian for DTC. Beneficial interests in the global notes are shown on, and transfers of those beneficial interests can only be made through, records maintained by DTC and its participants. See “Description of the New Notes—Form, Denomination, Transfer, Exchange and Book-Entry Procedures.”

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Material Differences Between the Outstanding Notes and New Notes

A material difference between the outstanding notes and the new notes is that the outstanding notes will have the benefit of the outstanding notes’ conversion feature while the new notes will not. Following the completion of the exchange offer, we plan to execute a supplemental indenture with the trustee to add a covenant for the benefit of the continuing holders of the outstanding notes that will provide that, upon the terms and conditions set forth in the supplemental indenture, the holders of the outstanding notes may convert each $1,000 in aggregate principal amount of their outstanding notes into $1,000 liquidation preference of depositary shares representing, at their option, either shares of our Series A Preferred Stock or Series C Preferred Stock. Both series of preferred stock have a liquidation preference of $1,000 per preferred share and are represented by depositary shares which represent a 1/40^th ownership interest in the underlying share of preferred stock (equivalent to $25 of liquidation preference per depositary share). Except for this conversion feature which will only apply to the outstanding notes, the new notes will have identical terms as the equivalent series of the outstanding notes. In addition, as a result of the addition of the conversion feature, we intend to treat the outstanding notes as exchanged for New Convertible Notes (as defined below) deemed issued with a substantial amount of original issue discount (“OID”) for U.S. federal income tax purposes. See “Certain United States Federal Income Tax Considerations” below.

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Series A Preferred Stock and Series C Preferred Stock

Issuer Zions Bancorporation

Securities issuable upon conversion of the outstanding notes 40 depositary shares for each $1,000 principal amount of outstanding notes converted. Each depositary share represents a 1/40th ownership interest in a share of, at the option of the converting holder, Series A Preferred Stock (equivalent to $25 per depositary share) or Series C Preferred Stock (equivalent to $25 per depositary share). Each holder of a depositary share is entitled, through the depositary and exchange agent, in proportion to the applicable fraction of a share of Series A Preferred Stock or Series C Preferred Stock represented by such depositary share, to all the rights and preferences of the Series A Preferred Stock or Series C Preferred Stock represented thereby (including dividend, voting, redemption and liquidation rights).

We may from time to time elect to issue additional depositary shares representing shares of the Series A Preferred Stock or Series C Preferred Stock, as the case may be, and all the additional shares would be deemed to form a single series with the depositary shares for the Series A Preferred Stock or Series C Preferred Stock issued upon conversion of outstanding notes.

Dividends Dividends on the Series A Preferred Stock are payable quarterly in arrears when, as and if declared by our board of directors or a duly authorized committee of the board, at a rate per annum equal to the greater of (1) 0.520% above three-month LIBOR on the related LIBOR determination date or (2) 4.000%. Any such dividends are distributed to holders of depositary shares in the manner described under “Description of Series A Preferred Stock—Dividends” below.

Dividends on the Series C Preferred Stock are payable quarterly in arrears when, as and if declared by our board of directors or a duly authorized committee of the board, at a rate per annum equal to 9.50%. Any such dividends are distributed to holders of depositary shares in the manner described under “Description of Series C Preferred Stock—Dividends” below.

Dividends on the Series A Preferred Stock and Series C Preferred Stock are non-cumulative. Accordingly, if our board of directors or a duly authorized committee of the board does not declare a dividend on the Series A Preferred Stock or Series C Preferred Stock for any dividend period, such dividend will not accrue or be payable, and we will have no obligation to pay dividends for such dividend period, whether or not dividends on the Series A Preferred Stock or Series C Preferred Stock are declared for any future dividend period.

Dividend payment date Dividends on the Series A Preferred Stock and Series C Preferred Stock are paid on the 15th day of March, June, September and December of each year. If any date on which dividends would

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otherwise be payable is not a business day, then the dividend payment date will be the next succeeding business day.

Redemption The Series A Preferred Stock is not redeemable prior to December 15, 2011. On and after that date, the Series A Preferred Stock will be redeemable at our option, in whole at any time or in part from time to time, at a redemption price equal to $1,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends.

The Series C Preferred Stock is not redeemable prior to September 15, 2013. On and after that date, the Series C Preferred Stock will be redeemable at our option, in whole at any time or in part from time to time, at a redemption price equal to $1,000 per share (equivalent to $25 per depositary share), plus accrued dividends from the most recent dividend payment date (whether or not declared but without accumulation of any undeclared dividends for prior periods).

None of the holders of Series A Preferred Stock, the holders of the Series C Preferred Stock or the holders of depositary shares will have the right to require the redemption or repurchase of either the Series A Preferred Stock or the Series C Preferred Stock. Neither the Series A Preferred Stock nor the Series C Preferred Stock is subject to any sinking fund.

Ranking Shares of the Series A Preferred Stock and Series C Preferred Stock, rank: equally with each other and our Fixed Rate Cumulative Perpetual Preferred Stock, Series D (“Series D Preferred Stock”); at least equally with each other series of our preferred stock we may issue (except for any senior series that may be issued with the requisite consent of the applicable holders of the any class or series whose vote is required); and senior to our common stock with respect to the payment of dividends and distributions upon liquidation, dissolution or winding up. We will generally be able to pay dividends and distributions on our Series A Preferred Stock and Series C Preferred Stock upon liquidation, dissolution or winding up only out of lawfully available assets for such payment (i.e., after taking account of all indebtedness and other non-equity claims).

Maturity Neither the Series A Preferred Stock nor the Series C Preferred Stock has any maturity date, and we are not required to redeem the Series A Preferred Stock or the Series C Preferred Stock. Accordingly, the Series A Preferred Stock and the Series C Preferred Stock will remain outstanding indefinitely, unless and until we decide to exercise our redemption rights.

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RISK FACTORS

You should carefully consider the risk factors described below and the other information included in or incorporated by reference into this offering circular, including the risk factors set forth in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, before making a determination regarding the exchange offer. Any of the risk factors described therein or otherwise incorporated by reference or set forth below could significantly and adversely affect our business, prospects, financial condition and results of operations. As a result, you could lose a part or all of your investment.

Risks to Tendering Holders of Outstanding Notes

There is currently no trading market for the new notes, and an active trading market may not develop.

Each series of the new notes will be a separate series of securities for which there is no current trading market and an active trading market for any of the series may not develop. The new notes will have new CUSIP numbers and will not be fungible with the outstanding notes. We do not intend to apply for listing of the new notes on any securities exchange or for quotation on any quotation system. If a trading market does develop, we cannot assure you as to the prices at which the new notes may be traded. Because we believe that the addition of the outstanding notes’ conversion feature is beneficial to holders of outstanding notes, we do not expect a significant number of outstanding notes to be exchanged in the exchange offer and, accordingly, the liquidity of the trading market for the new notes, if any, after the completion of the exchange offer may be limited. The liquidity of any market for the new notes will depend on a number of factors, including:

• the number of holders of the new notes, which could be significantly less than the number of holders of the equivalent series of the outstanding notes, if holders choose to not tender their outstanding notes;

• our performance;

• the market for similar securities;

• the interest of securities dealers in making a market in the new notes; and

• prevailing interest rates.

We cannot assure you that an active market for the new notes will develop or will continue, if developed.

An adverse rating of the new notes may cause their trading price to fall.

If a rating agency rates the new notes, it may assign a rating that is lower than investors’ expectations. Rating agencies also may lower any such ratings on the new notes in the future. If rating agencies assign a lower-than-expected rating or reduce, or indicate that they may reduce, their ratings in the future, the trading price of the new notes could significantly decline.

Risks Relating to Retention of Outstanding Notes

If you do not tender your outstanding notes, you may have adverse tax consequences as a result of the conversion feature.

If you do not tender your outstanding notes and you therefore receive the conversion right in respect of your outstanding notes, we intend to take the position that the addition of the conversion right will trigger a deemed exchange of your outstanding notes for New Convertible Notes (as defined below) for U.S. federal income tax purposes. As a result of this deemed exchange, we expect that the New Convertible Notes will be treated as issued with a substantial amount of original issue discount, or “OID.” You may be required to include such OID in income currently even though you will not receive current payments in respect of such income inclusions. See “Certain United States Federal Income Tax Considerations —Consequences to U.S. Holders that Receive the Conversion Feature in Respect of their Outstanding Notes—Consequences of a Tax-Free Recapitalization” and “—Acquisition Premium and Amortizable Bond Premium” for more information.

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If you do not exchange your outstanding notes, the outstanding notes you retain may become substantially less liquid as a result of the exchange offer.

Because we believe that the addition of the outstanding notes’ conversion feature is beneficial to holders of outstanding notes, we do not expect that a significant number of outstanding notes will be exchanged in the exchange offer. However, if a significant number of outstanding notes are exchanged in the exchange offer, the liquidity of the trading market for the outstanding notes, if any, after the completion of the exchange offer may be substantially reduced. Any outstanding notes exchanged will reduce the aggregate number of outstanding notes outstanding. As a result, the outstanding notes may trade at a discount to the price at which they would trade if the transactions contemplated by this offering circular were not consummated, subject to prevailing interest rates, the market for similar securities and other factors. We cannot assure you that an active market in the outstanding notes will exist or be maintained and we cannot assure you as to the prices at which the outstanding notes may be traded.

Risks Relating to the Exchange Offer

The consummation of the exchange offer may not occur.

We are not obligated to complete the exchange offer unless and until the conditions to the offer are met. In particular, our obligations to accept outstanding notes for exchange are subject to, and conditioned upon, the general conditions. See “The Exchange Offer—Conditions of the Exchange Offer.”

Risks Related to Conversion of Outstanding Notes into the Depositary Shares

If you do not tender your outstanding notes, your outstanding notes will be entitled to the conversion feature, which will provide holders of outstanding notes a right to convert each $1,000 in aggregate principal amount of their outstanding notes into $1,000 liquidation preference of depositary shares representing a 1/40^th ownership interest in, at their option, either our Series A Preferred Stock or Series C Preferred Stock. Accordingly, in considering whether to exchange their outstanding notes for new notes, whether the conversion feature is beneficial and whether to exercise their rights to convert their outstanding notes into depositary shares, holders should consider the risks related to the depositary shares and underlying preferred stock.

We may issue additional depositary shares representing an interest in our preferred stock, shares of preferred stock or securities convertible or exchangeable for our preferred stock and thereby materially and adversely affect the price of the depositary shares and preferred stock.

We are not restricted from issuing additional shares of depositary shares representing an interest in our preferred stock, shares of preferred stock or securities convertible or exchangeable for our preferred stock during the life of the outstanding notes. If we issue such additional securities, it may materially and adversely affect the price of our depositary shares and/or preferred stock and, in turn, may also affect the price of the outstanding notes.

The results of our concurrent tender offer for the depositary shares representing an ownership interest in our Series A Preferred Stock may have an adverse impact on the market price of such depositary shares and on the trading markets.

As discussed under “Summary—Recent Developments,” on June 1, 2009 we commenced a modified “Dutch auction” tender offer for up to 4,000,000 depositary shares each representing a 1/40th ownership interest in a share of our Series A Preferred Stock. Unless extended or terminated, the preferred stock tender offer will expire at 11:59 p.m. on June 26, 2009. To the extent that any of the depositary shares are purchased pursuant to that 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 that 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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The price of our depositary shares is volatile and therefore the price of the outstanding notes may fluctuate significantly, which may result in losses for investors who hold our depositary shares.

The market price for the depositary shares into which holders of outstanding notes will have the right to convert their notes is volatile, and the price of the outstanding notes, therefore, may be volatile. Factors which may cause the price of the depositary shares to fluctuate include, but are not limited to:

• whether dividends have been declared and are likely to be declared on the underlying series of preferred stock from time to time;

• our creditworthiness;

• the market for similar securities;

• economic, financial, geopolitical, regulatory or judicial events that affect us or the financial markets generally; and

• the factors described above under “Forward-Looking Statements.”

Conversion of the outstanding notes will dilute ownership interest of existing stockholders, including holders who had previously converted their outstanding notes.

Our restated articles authorize us to issue up to 3,000,000 shares of preferred stock. To the extent we issue any depositary shares representing an ownership interest in our preferred stock upon the conversion of the outstanding notes, or otherwise, the ownership interests of the existing stockholders will be diluted. Any such issuances could adversely affect the price of your depositary shares and/or outstanding notes. In addition, the existence of the outstanding notes may encourage short selling by market participants because the conversion of the outstanding notes could depress the price of the depositary shares.

The Series A Preferred Stock and Series C Preferred Stock are equity and are subordinate to our existing and future indebtedness.

The preferred stock underlying the depositary shares are equity interests in Zions and do not constitute indebtedness. As such, the preferred will rank junior to all indebtedness and other non-equity claims on Zions with respect to assets available to satisfy claims on Zions, including in a liquidation of Zions. If you exercise your right to convert into depositary shares, you will not be entitled to the same priority in liquidation as a holder of the outstanding or new notes. In addition, our existing and future indebtedness may restrict payment of dividends on the preferred shares underlying the depositary shares. Further, the preferred shares underlying the depositary shares place no restrictions on our business or operations or on our ability to incur indebtedness or engage in any transactions, subject only to the limited voting rights referred to below.

Dividends on the preferred shares underlying the depositary shares are non-cumulative and our ability to declare dividends may be limited.

Dividends on the Series A Preferred Stock and Series C Preferred Stock are non-cumulative. Consequently, if our board of directors or a duly authorized committee of the board does not authorize and declare a dividend for any dividend period, holders of the Series A Preferred Stock and Series C Preferred Stock would not be entitled to receive any such dividend, and such unpaid dividend will not become payable, and we will have no obligation to pay dividends for such dividend period, whether or not dividends are declared for any subsequent dividend period with respect to the Series A Preferred Stock or Series C Preferred Stock or any other series of our preferred stock.

In addition, the depositary and exchange agent will rely on the funds it received from the underlying preferred shares in order to make payments to you on the depositary shares. Unlike indebtedness, where principal and interest would customarily be payable on specified due dates, in the case of preferred stock like the preferred

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shares underlying the depositary shares (1) dividends are payable only if declared by our board of directors or a duly authorized committee of the board and (2) as a corporation, we are subject to restrictions on payments of dividends and any redemption price out of lawfully available assets. Also, as a bank holding company, our ability to declare and pay dividends is dependent on certain federal regulatory considerations, including the guidelines of the Federal Reserve regarding capital adequacy and dividends.

Investors should not expect us to redeem the preferred shares underlying the depositary shares on the date they become redeemable or on any particular date afterwards.

The Series A Preferred Stock and the Series C Preferred Stock are perpetual equity security. The Series A Preferred Stock and the Series C Preferred Stock have no maturity or mandatory redemption date and are not redeemable at the option of investors. By its terms, the Series A Preferred Stock may be redeemed by us at our option either in whole or in part at any time on or after December 15, 2011 and the Series C Preferred Stock may be redeemed by us at our option either in whole or in part at any time on or after September 15, 2013. Any decision we may make at any time to propose a redemption of the Series A Preferred Stock or the Series C Preferred Stock will depend upon, among other things, our evaluation of our capital position, including for bank capital ratio purposes, the composition of our shareholders’ equity and general market conditions at that time. In addition, our right to redeem the Series A Preferred Stock or the Series C Preferred Stock is subject to the following important limitation.

Under the risk-based capital guidelines of the Federal Reserve applicable to bank holding companies, any redemption of the preferred shares underlying the depositary shares is subject to prior approval of the Federal Reserve. There can be no assurance that the Federal Reserve will approve any redemption of the preferred shares underlying the depositary shares that we may propose. We understand that the factors that the Federal Reserve will consider in evaluating a proposed redemption include its evaluation of the overall level and quality of our capital components, considered in light of our risk exposures, earnings and growth strategy, and other supervisory considerations.

If we are deferring payments on our outstanding junior subordinated debt securities or are in default under the indentures governing those securities, we will be prohibited from making distributions on or redeeming the preferred shares underlying the depositary shares.

In addition to the fact that our preferred stock is subordinate to our indebtedness, the terms of our outstanding junior subordinated debt securities prohibit us from declaring or paying any dividends or distributions on the preferred shares underlying the depositary shares, or redeeming, purchasing, acquiring or making a liquidation payment with respect to the preferred shares underlying the depositary shares, if we are aware of any event that would be an event of default under the subordinated indenture governing those junior subordinated debt securities or at any time when we have deferred interest thereunder.

Holders of the preferred shares underlying the depositary shares will have limited voting rights.

Holders of the Series A Preferred Stock and Series C Preferred Stock and, accordingly, holders of depositary shares have no voting rights with respect to matters that generally require the approval of voting shareholders, and have only limited voting rights as described below under “Description of Our Capital Stock—Description of Series A Preferred Stock—Voting Rights” and “Description of Our Capital Stock—Description of Series C Preferred Stock—Voting Rights.”

Holders of depositary shares may be unable to use the dividends received deduction.

Distributions paid to corporate U.S. holders of the depositary shares out of dividends on the preferred shares underlying such depositary shares may be eligible for the dividends received deduction if we have current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. Although we presently

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have accumulated earnings and profits, we may not have sufficient current or accumulated earnings and profits during future fiscal years for the distributions on the preferred shares underlying the depositary shares to qualify as dividends for U.S. federal income tax purposes. If any distributions on the preferred shares underlying the depositary shares with respect to any fiscal year are not eligible for the dividends received deduction because of insufficient current or accumulated earnings and profits, the market value of the depositary shares may decline.

Risk Factors Relating to the Company

Our results of operations depend upon the results of operations of our subsidiaries.

We are a holding company that conducts substantially all of our operations through our banking and other subsidiaries. As a result, our ability to make dividend payments on our preferred stock will depend primarily upon the receipt of dividends and other distributions from our subsidiaries.

The ability of our banking subsidiaries to pay dividends or make other payments to us is limited by their obligations to maintain sufficient capital and by other general regulatory restrictions on their dividends. If they do not satisfy these regulatory requirements, we will be unable to pay dividends on our preferred stock. The Federal Reserve and the Office of the Comptroller of the Currency, the primary regulator for certain of our subsidiary banks, have issued policy statements generally requiring insured banks and bank holding companies only to pay dividends out of current operating earnings. In addition, if, in the opinion of the applicable regulatory authority, a bank under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice, which could include the payment of dividends under certain circumstances, such authority may take actions requiring that such bank refrain from the practice. Payment of dividends could also be subject to regulatory limitations if a subsidiary bank were to become “under-capitalized” for purposes of the applicable federal regulatory “prompt corrective action” regulations. “Under-capitalized” is currently defined as having a total risk-based capital ratio of less than 8.0%, a Tier 1 risk-based capital ratio of less than 4.0%, or a core capital, or leverage, ratio of less than 4.0%.

We and/or the holders of our securities could be adversely affected by unfavorable rating actions from rating agencies.

Our ability to access the capital markets is important to our overall funding profile. This access is affected by the ratings assigned by rating agencies to us, certain of our affiliates and particular classes of securities that we and our affiliates issue. The interest rates that we pay on our securities are also influenced by, among other things, the credit ratings that we, our affiliates and/or our securities receive from recognized rating agencies. On April 20, 2009, Moody’s Investor Services severely downgraded the ratings of Zions Bancorporation and lowered its outlook to Outlook Negative. On April 22, 2009, DBRS downgraded the ratings of Zions Bancorporation and placed our ratings Under Review with Negative Implications, and Standard & Poor’s Rating Services downgraded the ratings of Zions Bancorporation with a Outlook Negative. On April 23, 2009, Fitch Ratings placed our ratings on Rating Watch Negative. Further downgrades to us, our affiliates or our securities could increase our costs or otherwise have a negative effect on our results of operations or financial condition. Additionally, a downgrade of the credit rating of any particular security issued by us or our affiliates could negatively affect the ability of the holders of that security to sell the securities and the prices at which any such securities may be sold.

The additional capital actions described above under “Summary—Recent Developments” may not occur on the current terms or at all.

The common stock offering and the tender offer for our Series A Preferred Stock may not occur. We may not be able to sell $250 million in common stock on favorable terms or at all. We are not obligated to complete the tender offer unless and until the conditions to the offer are met. Accordingly, there can be no assurance that the tender offer will be consummated. If we do not complete either or both of these concurrent transactions, or are required to modify the terms of either or both transactions, we will not realize the anticipated capital and other benefits or such benefits may be significantly reduced. The market price of outstanding notes and/or new notes could be adversely affected by the failure of one or both of these transactions to be consummated or their consummation on modified terms.

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Our ability to maintain required capital levels and adequate sources of funding and liquidity may be adversely affected by market conditions.

We are required to maintain certain capital levels in accordance with banking regulations. We must also maintain adequate funding sources in the normal course of business to support our operations and fund outstanding liabilities. Our ability to maintain capital levels, sources of funding and liquidity could be impacted by changes in the capital markets in which we operate and deteriorating economic and market conditions.

Each of our subsidiary banks must remain well-capitalized and meet certain other requirements for us to retain our status as a financial holding company, although we do not believe that the loss of such status would have an appreciable effect on our operations or financial results. In addition, failure by our bank subsidiaries to meet applicable capital guidelines or to satisfy certain other regulatory requirements could subject us to certain activity restrictions or to a variety of enforcement remedies available to the federal regulatory authorities that include limitations on the ability to pay dividends, the issuance by the regulatory authority of a capital directive to increase capital and the termination of deposit insurance by the Federal Deposit Insurance Corporation.

As a regulated entity, we must maintain certain capital requirements that may limit our operations and potential growth.

We are a bank holding company and a financial holding company. As such, we are subject to the comprehensive, consolidated supervision and regulation of the Federal Reserve, including risk-based and leverage capital requirements. We must maintain certain risk-based and leverage capital ratios as required by our banking regulators and which can change depending upon general economic conditions and our particular condition, risk profile and growth plans. Compliance with the capital requirements, including leverage ratios, may limit operations that require the intensive use of capital and could adversely affect our ability to expand or maintain present business levels.

Weakness in the economy and in the real estate market, including specific weakness within the markets where our subsidiary banks do business and within certain of our loan products, has adversely affected us and may continue to adversely affect us.

Our credit exposure is one of our most significant risks. The Company’s level of credit quality continued to weaken throughout 2008 and into 2009. The deterioration in credit quality that started in the latter half of 2007 is mainly related to the weakness in residential and commercial construction and land development activity in the Southwest states (generally, Arizona, California and Nevada), which markets have been particularly adversely affected by job losses, declines in real estate value, declines in home sale volumes and declines in new home building. Other geographic markets served by us have also experienced adverse housing and economic conditions. Residential and commercial construction and land development loans in Arizona and Nevada remain the most troubled segments of the portfolio and account for the most meaningful declines in commercial real estate credit quality during the second half of 2008. As of the first quarter of 2009, residential and commercial construction and land development represented 17% of total loans, with Arizona, California and Nevada representing 16%, 13% and 12% of this portfolio, respectively. Although not to the degree experienced in the Southwest states, some signs of deterioration began to surface in markets in Utah and Idaho during the first quarter of 2008 and in Texas in the fourth quarter of 2008. During the later part of 2008 and continuing into 2009, credit quality deterioration began to become evident in most loan types and geographies in which the Company operated as general economic conditions weakened through out the country.

If the strength of the U.S. economy in general and the strength of the local economies in which we and our subsidiary banks conduct operations continues to decline, this could result in, among other things, a continued deterioration in credit quality or a reduced demand for credit, including a resultant effect on our loan portfolio and allowance for loan and lease losses, throughout our geographic footprint and for other loan types. We expect continued credit quality deterioration over the next few quarters. A deeper or prolonged downturn beyond the

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next few quarters in the economy could result in higher delinquencies and greater charge-offs in future periods, and may lead to material future credit losses, which would materially adversely affect our financial condition and results of operations and may require us to raise additional capital.

Deteriorating credit quality, particularly in real estate loans, has adversely impacted us and may continue to adversely impact us.

We have experienced a downturn in credit performance that continued throughout 2008 and we expect credit conditions and the performance of our loan portfolio to continue to deteriorate in the near term. This caused us to increase our allowance for loan and lease losses throughout 2008. Additional increases in allowance for loan and lease losses may be necessary in the future. Accordingly, a decrease in the quality of our credit portfolio could have a material adverse effect on earnings and results of operations.

Problems encountered by financial institutions larger or similar to us could adversely affect financial markets generally and have indirect adverse effects on us.

The commercial soundness of many financial institutions may be closely interrelated as a result of credit, trading, clearing or other relationships between the institutions. As a result, concerns about, or a default or threatened default by, one institution could lead to significant market-wide liquidity and credit problems, losses or defaults by other institutions. This is sometimes referred to as “systemic risk” and may adversely affect financial intermediaries, such as clearing agencies, clearing houses, banks, securities firms and exchanges, with which we interact on a daily basis, and therefore could adversely affect us.

Deterioration in credit quality and fair market values of our securities portfolio has adversely impacted us and may continue to adversely impact us.

The Company’s on-balance sheet asset-backed securities investment portfolio includes collateralized debt obligations (“CDOs”) collateralized by trust preferred securities issued by banks, insurance companies, and real estate investment trusts that may have some exposure to the subprime market and/or to other categories of distressed assets. In addition, asset-backed securities also include structured asset-backed collateralized debt obligations (also known as diversified structured finance CDOs) purchased from Lockhart Funding, LLC which have minimal exposure to subprime and home equity mortgage securitizations. Factors beyond the Company’s control can significantly influence the fair value of these securities and potential adverse changes to the fair value of these securities. These factors include but are not limited to rating agency downgrades of securities, defaults of debt issuers, lack of market pricing of securities and continued instability in the credit markets.

The Company may not be able to utilize the significant deferred tax asset recorded on our balance sheet.

The Company’s balance sheet includes a significant deferred tax asset. The largest components of this asset result from additions to our allowance for loan and lease losses for purposes of generally accepted accounting principles in excess of loan losses actually taken for tax purposes and other than temporary impairment losses taken on our securities portfolio that have not yet been realized for tax purposes by selling the securities. Our ability to continue to record this deferred tax asset is dependant on the Company’s ability to realize its value through net operating loss carry-backs or future projected earnings. Loss of part or all of this asset would adversely impact tangible capital. In addition, inclusion of this asset in determining regulatory capital is subject to certain limitations.

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the new notes. The outstanding notes that are surrendered in exchange for the new notes will be retired and cancelled and cannot be reissued. As a result, the issuance of the new notes will not increase or decrease our indebtedness. We will bear the expenses of the exchange offer. No dealer manager is being used in connection with the exchange offer.

PRICE RANGE OF PREFERRED STOCK

The depositary shares each representing a 1/40^th ownership interest in the Series A Preferred Stock 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. As of May 29, 2009 there were 9,600,000 of such 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.

The depositary shares each representing a 1/40^th ownership interest in the Series C Preferred Stock are also listed on the New York Stock Exchange. On May 29, 2009, the last reported sale price for the depositary shares was $23.50 per depositary share. As of May 29, 2009 there were 1,877,971 of such depositary shares outstanding.

	Price Range of Preferred C Stock				Dividend Paid
	Low		High		Per Share
2009:
Second Quarter (through May 29, 2009)	$	18.03	$	24.26	$	0.6069
First Quarter		14.45		25.14		0.5938
2008:
Fourth Quarter	$	23.00	$	25.35	$	0.6003
Third Quarter (from July 28, 2008)		21.79		26.01		0.4552

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth certain information concerning our consolidated ratios of earnings to fixed charges. For the purpose of computing the consolidated ratios of earnings to fixed charges, earnings consist of consolidated income from continuing operations before provision for income taxes and fixed charges, and fixed charges consist of interest expense, a portion of rent expense representative of interest, trust-preferred securities related expense, and amortization of debt issuance costs.

	Three Months Ended March 31,			Year Ended December 31,
	2009		2008	2008		2007	2006	2005	2004
Ratio of earnings to fixed charges:
Excluding interest on deposits		(a)	2.60		(a)	2.99	3.83	4.51	4.93
Including interest on deposits		(a)	1.49		(a)	1.54	1.85	2.31	2.79

(a) Ratio is less than one; earnings are inadequate to cover fixed charges. The dollar amount of the coverage deficiency for the affected periods is presented below. The amount is the same whether including or excluding interest on deposits:

(In thousands)	Three Months Ended March 31,				Year Ended December 31,
	2009			2008	2008			2007	2006	2005	2004
Deficiency	$	(981,436	)	N/A	$	(324,803	)	N/A	N/A	N/A	N/A

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DIVIDEND POLICY

The payment of dividends is within the discretion of our board of directors and will depend upon our future earnings, capital requirements and financial condition and any regulatory restrictions. Under the terms of our Series D Preferred Stock issued to the U.S. Treasury, our ability to declare or pay dividends on or repurchase our preferred stock or other equity or capital securities will be subject to restrictions in the event that we fail to declare and pay (or set aside for payment) full dividends on our Series D Preferred Stock.

Our Series A Preferred Stock is entitled to non-cumulative dividends at a floating rate as described under “Description of Series A Preferred Stock”, while our Series C Preferred Stock is entitled to non-cumulative dividends at a fixed rate of 9.50% as described under “Description of Series C Preferred Stock.”

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THE EXCHANGE OFFER

Background

We issued the outstanding 6.00% notes in September 2003, the outstanding 5.65% notes in May 2004 and the outstanding 5.50% notes in November 2005, each in separate registered transactions. Following the completion of the exchange offer, we plan to execute a supplemental indenture pursuant to which we will add a covenant to each series of the outstanding notes that will provide that, upon the terms and subject to the conditions set forth in the supplemental indenture, the holders of the outstanding notes may convert on specified dates each $1,000 in aggregate principal amount of the outstanding notes into $1,000 in liquidation preference of depositary shares representing either, at the option of the holder, our Series A Preferred Stock or Series C Preferred Stock. We refer to this in this offering circular as the outstanding notes’ conversion feature. We commenced this exchange offer on June 1, 2009, in order to give holders of the outstanding notes an opportunity to exchange such outstanding notes for the equivalent series of new notes, which will not contain the conversion feature, should they determine to do so.

Although we believe that the addition of the outstanding notes’ conversion feature is beneficial to holders of outstanding notes, adding this feature may have adverse U.S. tax consequences to certain holders of the outstanding notes, including the requirement to include OID in income currently even though the holder will not receive current payments in respect of such income inclusion. See “Certain United States Federal Income Tax Considerations” for a discussion of certain tax considerations with respect to holders of either participating or not participating in the exchange offer. Accordingly, we are conducting this exchange offer to allow holders of outstanding notes to exchange their notes for new notes, which will not have the outstanding notes’ conversion feature. We do not believe that the subordinated indenture governing the outstanding notes requires, and we are not soliciting, the consent of holders of outstanding notes to our entering into the supplemental indenture.

We propose to add the outstanding notes’ conversion feature to the outstanding notes to afford the holders of outstanding notes the ability to convert into shares of our Series A Preferred Stock or Series C Preferred Stock. In addition, as noted above, the addition of the outstanding notes’ conversion feature and this related exchange offer is one of several capital actions announced by us on June 1, 2009. The addition of the conversion feature is intended to result in an extinguishment of any outstanding notes (other than those validly tendered and accepted in this exchange offer) for purposes of both generally accepted accounting principles and federal income tax that will result in an increase in tangible common equity and retained earnings for the quarter in which we enter into the supplemental indenture. We also anticipate recognizing a gain with respect to previously terminated swap agreements with respect to such outstanding notes. Further, to the extent that holders of the outstanding notes that are modified by the outstanding notes’ conversion feature later exercise their right to convert into depositary shares representing our preferred stock, the Company will achieve an addition to permanent Tier 1 capital (subject to the Company’s right to redeem the preferred stock), and a reduction in subordinated debt that would otherwise have matured in 2014 or 2015, although at an increase in financing costs.

Terms of the Exchange Offer

For the reasons discussed above, we are offering holders of the outstanding notes an opportunity to exchange their outstanding notes for the equivalent series of new notes as determined in the manner described in this offering circular. The exchange offer described in this offering circular and the Letter of Transmittal (and any amendments or supplements to this offering circular and the Letter of Transmittal) constitute a separate offer with respect to each series of the outstanding notes. Our obligation to accept the outstanding notes for exchange pursuant to the exchange offer is subject to certain conditions as set forth under “—Conditions of the Exchange Offer.”

As of March 31, 2009, the Company had outstanding $1.4 billion principal amount of subordinated debt consisting of $300 million principal amount of the outstanding 5.65% notes, $500 million principal amount of the outstanding 6.00% notes and $600 million principal amount of the outstanding 5.50% notes.

This offering circular, together with the Letter of Transmittal, is being sent on or about June 1, 2009.

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Proration

The outstanding notes are not subject to proration under the exchange offer.

Expiration Date; Extension; Amendment; Termination

The exchange offer will expire at 11:59 P.M., New York City time, on June 26, 2009, unless extended by the Company in its sole discretion. In the event the exchange offer is extended, the term “expiration date” with respect to such extended exchange offer shall mean the time and date on which the exchange offer, as so extended, shall expire. The Company expressly reserves the right to extend the exchange offer from time to time or for such period or periods as it may determine in its sole discretion by giving oral (to be confirmed in writing) or written notice of such extension to the depositary and exchange agent and by making a public announcement by press release at or prior to 9:00 a.m., New York City time, on the next business day following the previously scheduled expiration date. During any extension of the exchange offer, all the outstanding notes previously tendered and not accepted for purchase will remain subject to the exchange offer and may, subject to the terms and conditions of the exchange offer, be accepted for purchase by the Company.

To the extent it is legally permitted to do so, the Company expressly reserves the absolute right, in its sole discretion, to at any time (i) waive any condition to the exchange offer, or (ii) amend any of the terms of the exchange offer. Any waiver, amendment or modification of the exchange offer will apply to all the outstanding notes tendered pursuant to the exchange offer. If the Company makes a material change in the terms of the exchange offer or waives a material condition of the exchange offer, the Company will give oral (to be confirmed in writing) or written notice of such amendment or such waiver to the depositary and exchange agent and will disseminate additional exchange offer materials and will extend the exchange offer to the extent required by law.

In the event the Company terminates the exchange offer, it shall give immediate notice thereof to the depositary and exchange agent, and all the outstanding notes theretofore tendered and not accepted for payment shall be returned promptly to the tendering holders thereof. In the event that the exchange offer is withdrawn or otherwise not completed, the outstanding notes will be exchanged for the equivalent series of new notes. See “—Withdrawal of Tenders; Absence of Appraisal Rights” and “—Conditions of the Exchange Offer.”

Acceptance of the Outstanding Notes for Exchange; Issuance of New Notes for the Outstanding Notes

Upon the terms and subject to the conditions of the exchange offer, the Company will accept for exchange, promptly after the expiration date, the outstanding notes validly tendered and not validly withdrawn pursuant to the exchange offer (such date of acceptance the “acceptance date”) (or defectively tendered, if such defect has been waived by the Company) upon the satisfaction or waiver of the conditions to the exchange offer specified herein under “—Conditions of the Exchange Offer.” The Company will promptly pay for the outstanding notes accepted by exchanging such outstanding notes for the equivalent series of new notes (such date of payment the “settlement date”). The Company reserves the right to accept for exchange and issue new notes for all the outstanding notes validly tendered on or prior to the expiration date and to keep the exchange offer open or extend the expiration date to a later date and time announced by the Company.

The Company expressly reserves the right, in its sole discretion, to delay acceptance for exchange of the outstanding notes tendered under the exchange offer or the issuance of new notes for the outstanding notes accepted for exchange (subject to Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the holders thereof promptly after the termination or withdrawal of a tender offer), or to terminate the exchange offer and not accept for exchange any the outstanding notes not theretofore accepted for purchase, if any of the conditions set forth under “—Conditions of the Exchange Offer” shall not have been satisfied or waived by the Company or in order to comply in whole or in part with any applicable law. In all cases, new notes will be issued in exchange for the outstanding notes accepted for exchange pursuant to the exchange offer only after timely receipt by the depositary and exchange agent of confirmation of book-entry

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transfer thereof, a properly completed and duly executed Letter of Transmittal related thereto or a facsimile thereof or satisfaction of DTC’s ATOP procedures, as defined below, and any other documents required by the Letter of Transmittal.

For purposes of the exchange offer, the Company will be deemed to have accepted for exchange validly tendered and not validly withdrawn the outstanding notes (or defectively tendered outstanding notes, if such defect has been waived by the Company) if, as and when the Company gives oral (to be confirmed in writing) or written notice thereof to the depositary and exchange agent. Issuance of new notes in exchange for the outstanding notes accepted for exchange in the exchange offer will be made by the Company by issuing new notes with a principal amount equal to the principal amount of the outstanding notes accepted for exchange to such holders or their designees. Upon the terms and subject to the conditions of the exchange offer, issuance of new notes shall be made on the settlement date.

Tenders of the outstanding notes pursuant to the exchange offer will be accepted only in principal amounts equal to $1,000 or any integral multiple thereof.

If, for any reason, acceptance for exchange of, or issuance of new notes for, validly tendered outstanding notes pursuant to the exchange offer is delayed or the Company is unable to accept for exchange, or to issue new notes for, validly tendered outstanding notes pursuant to the exchange offer, then the depositary and exchange agent may, nevertheless, on behalf of the Company, retain tendered outstanding notes, without prejudice to the rights of the Company described under “—Expiration Date; Extension; Amendment; Termination,” “—Conditions of the Exchange Offer” and “—Withdrawal of Tenders; Absence of Appraisal Rights” (subject to Rule 14e-1(c) under the Exchange Act, which requires that an offeror pay the consideration offered or return the securities deposited by or on behalf of the holders thereof promptly after the termination or withdrawal of a tender offer). If any tendered outstanding notes are not accepted for exchange for any reason pursuant to the terms and conditions of the exchange offer, the unexchanged outstanding notes will be credited to the account maintained at DTC (the “book-entry transfer facility”) (as defined under “—Procedures for Tendering the Outstanding Notes”) from which such outstanding notes were delivered, unless otherwise requested by such holder under “Special Delivery Instructions” in the Letter of Transmittal promptly after the expiration date or the termination of the exchange offer.

No accrued interest will be paid on the settlement date with respect to outstanding notes validly tendered and not validly withdrawn, and by tendering in the exchange offer you will be deemed to have forfeited accrued interest on outstanding notes validly tendered. However if you are issued new notes in the exchange offer, you will receive on the subsequent interest payment date interest for the fall interest period (as if the new notes had been outstanding since the preceding interest payment date with respect to the applicable series of outstanding notes). Under no circumstances will any additional interest be payable because of any delay in the transmission of funds to the holders of purchased the outstanding notes or otherwise.

Tendering holders of outstanding notes exchanged in the exchange offer will not be obligated to pay brokerage commissions, fees or transfer taxes with respect to the purchase of their outstanding notes unless the box entitled “Special Issuance Instructions” on a Letter of Transmittal has been completed, as described in the instructions thereto. The Company will pay all other charges and expenses in connection with the exchange offer. See “—Depositary and Exchange Agent,” “—Information Agent,” and “—Other Fees and Expenses.”

Procedures for Tendering the Outstanding Notes

Any beneficial owner whose outstanding notes are registered in the name of a custodian or held through the book-entry transfer facility and who wishes to tender its outstanding notes should contact such holder promptly and instruct such holder to tender its outstanding notes on such beneficial owner’s behalf.

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Tender of the Outstanding Notes Held Through DTC

All of the outstanding notes are held in book-entry form through the facilities of DTC, the book-entry transfer facility, and must be tendered through the book-entry transfer facility. The depositary and the book-entry transfer facility have confirmed that the exchange offer is eligible for ATOP. Accordingly, participants in the book-entry transfer facility may electronically transmit their acceptance of the exchange offer by causing the book-entry transfer facility to transfer their outstanding notes to the depositary and exchange agent in accordance with the ATOP procedures for such a transfer. The book-entry transfer facility will then send an agent’s message to the depositary and exchange agent. Alternatively, you may also confirm your acceptance of the exchange offer by delivering to the depositary and exchange agent a duly executed Letter of Transmittal. A tender of the outstanding notes will be deemed to have been received only when the depositary and exchange agent receives (i) either a duly completed agent’s message through the facilities of the book-entry transfer facility at the account of the depositary and exchange agent with the book-entry transfer facility or a properly completed Letter of Transmittal, and (ii) confirmation of book-entry transfer of the outstanding notes into the depositary and exchange agent’s applicable account.

The term “agent’s message” means a message transmitted by the book-entry transfer facility, received by the depositary and exchange agent and forming part of the book-entry confirmation (as defined below), which states that the book-entry transfer facility has received an express acknowledgment from book-entry transfer facility participant tendering the outstanding notes that are the subject of such book-entry confirmation that such participant has received and agrees to be bound by the terms of the exchange offer as set forth in this offering circular and the Letter of Transmittal and that the Company may enforce such agreement against such participant. Holders desiring to tender their outstanding notes on the expiration date should note that such holders must allow sufficient time for completion of the ATOP procedures during the normal business hours of the book-entry transfer facility on such date.

Signature Guarantees

Signatures on the 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”), unless (i) the Letter of Transmittal is signed by the registered holder of the outstanding notes tendered therewith and new notes are to be issued, or if any of the outstanding notes for principal amounts not tendered or not accepted for exchange are to be issued, directly to such holder and the “Special Issuance Instructions” box has not been completed or (ii) such outstanding notes are tendered for the account of an eligible institution.

Book-Entry Transfer

The depositary and exchange agent will seek to establish a new account or utilize an existing account with respect to the outstanding notes at the book-entry transfer facility promptly after the date of this offering circular (to the extent such arrangements have not been made previously by the depositary and exchange agent), and any financial institution that is a participant in the book-entry transfer facility system and whose name appears on a security position listing as the owner of the outstanding notes may make book-entry delivery of the outstanding notes by causing the book-entry transfer facility to transfer such outstanding notes into the depositary and exchange agent’s account in accordance with the book-entry transfer facility’s procedures for such transfer. The confirmation of a book-entry transfer of the outstanding notes into the depositary and exchange agent’s account at the book-entry transfer facility as described above is referred to herein as a “book-entry confirmation.” Delivery of documents to the book-entry transfer facility in accordance with such book-entry transfer facility procedures does not constitute delivery to the depositary and exchange agent.

Other Matters

Notwithstanding any other provision hereof, payment for the outstanding notes accepted for payment pursuant to the exchange offer will in all cases be made only after timely receipt by the depositary and exchange

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agent of (i) a book-entry confirmation with respect to such outstanding notes, (ii) a properly completed and validly executed Letter of Transmittal or a facsimile thereof, with any required signature guarantees, or an agent’s message and (iii) any other documents required by the Letter of Transmittal.

Tenders of the outstanding notes pursuant to any of the procedures described above, and acceptance thereof by the Company for purchase, will constitute a binding agreement between the Company and the tendering holder of such outstanding notes, upon the terms and subject to the conditions of the exchange offer in effect on the date the outstanding notes are accepted for exchange.

By executing a Letter of Transmittal as set forth above or by sending an agent’s message, and subject to and effective upon acceptance for exchange, the outstanding notes tendered therewith, a tendering holder (i) irrevocably sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to all the outstanding notes tendered thereby, and (ii) irrevocably constitutes and appoints the depositary and exchange agent as the true and lawful agent and attorney­in-fact of such holder with respect to any such tendered outstanding notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (a) transfer ownership of such outstanding notes on the account books maintained by the book-entry transfer facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to the Company, (b) present such outstanding notes for transfer on the relevant security register and (c) receive all benefits or otherwise exercise all rights of beneficial ownership of such outstanding notes (except that the depositary and exchange agent will have no rights to, or control over, funds from the Company, except as agent for the tendering holders, for accrued interest for any tendered outstanding notes that are exchanged for new notes), all in accordance with the terms of the exchange offer.

All questions as to the form of all documents and the validity (including time of receipt) and acceptance of all tenders of the outstanding notes will be determined by the Company, in its sole discretion, the determination of which shall be final and binding. Alternative, conditional or contingent tenders of the outstanding notes will not be considered valid. The Company reserves the absolute right, in its sole discretion, to reject any or all tenders of the outstanding notes that are not in proper form or the acceptance of which, in the Company’s opinion, would be unlawful. The Company also reserves the right to waive any defects, irregularities or conditions of tender as to particular the outstanding notes.

The Company’s interpretation of the terms and conditions of the exchange offer (including the instructions in the Letter of Transmittal) will be final and binding.

Any defect or irregularity in connection with tenders of the outstanding notes must be cured within such time as the Company determines, unless waived by the Company. Tenders of the outstanding notes shall not be deemed to have been made until all defects and irregularities have been waived by the Company or cured. None of the Company, the depositary and exchange agent, the information agent or any other person will be under any duty to give notice of any defects or irregularities in tenders of the outstanding notes, or will incur any liability to holders for failure to give any such notice.

Withdrawal of Tenders; Absence of Appraisal Rights

Holders who wish to exercise their right of withdrawal with respect to the exchange offer must give written notice of withdrawal by mail, hand delivery or manually signed facsimile transmission, or a properly transmitted “request message” through ATOP, which notice must be received by the depositary and exchange agent at one of its addresses set forth on the back cover of this confidential offering circular (or through ATOP) on or prior to the expiration date. In order to be valid, a notice of withdrawal must specify the name of the person who deposited the outstanding notes to be withdrawn (the “depositor”), the name of the participant in the book-entry transfer facility whose name appears on the security position listing as the owner of such outstanding notes, if different from that of the depositor, and the principal amount of the outstanding notes to be withdrawn. Holders may not rescind withdrawals of tendered outstanding notes. However, validly withdrawn the outstanding notes may be retendered by following the procedures described in this confidential offering circular at any time on or prior to the expiration date.

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A holder who validly withdraws previously tendered outstanding notes will not receive the equivalent series of new notes. Any withdrawal of previously tendered outstanding notes otherwise than in accordance with the provisions described above will not constitute a valid withdrawal of such holder’s the outstanding notes. Any the outstanding notes validly tendered on or prior to the expiration date may not be withdrawn or revoked after the expiration date.

If the Company is delayed in its acceptance for purchase of, or payment for, the outstanding notes or is unable to accept for purchase or pay for the outstanding notes pursuant to the exchange offer for any reason, then, without prejudice to the Company’s rights hereunder, tendered outstanding notes may be retained by the depositary and exchange agent on behalf of the Company (subject to Rule 14e-1 under the Exchange Act, which requires that an offer or pay the consideration offered or return the securities deposited by or on behalf of the holders thereof promptly after the termination or withdrawal of a tender offer).

The outstanding notes are debt obligations of the Company and are governed by the subordinated indenture, as that indenture will be supplemented following the completion of the exchange offer. There are no appraisal or other similar statutory rights available to holders in connection with the exchange offer.

Conditions of the Exchange Offer

Notwithstanding any other provision of the exchange offer, the Company will not be required to accept for exchange, or to issue new notes for, the outstanding notes tendered pursuant to the exchange offer and may terminate, extend or amend the exchange offer and may (subject to Rule 14e-1(c) under the Exchange Act, which requires that an offer or pay the consideration offered or return the securities deposited by or on behalf of the holders thereof promptly after the termination or withdrawal of a tender offer) postpone the acceptance for purchase of, and payment for, the outstanding notes so validly tendered and not validly withdrawn if, on or prior to the expiration date, the general conditions shall not have been satisfied.

For purposes of the foregoing provision, all the “general conditions” shall be deemed to be satisfied on the acceptance date, unless any of the following conditions shall occur on or after the date of this offering circular and on or prior to the acceptance date:

(a) In the Company’s judgment, as determined prior to the expiration date, the exchange will result in an adverse tax consequence to the Company (other than as a result of any cancellation of indebtedness income) or the Company will not be able to obtain the accounting or capital benefits anticipated to arise from the addition of the outstanding notes’ conversion feature to the outstanding notes;

(b) The Company shall not have received any approval or other action required by any government or governmental, administrative or regulatory authority or agency required in connection with the exchange, the addition of the outstanding notes’ conversion feature or any of the other transactions contemplated hereby or thereby;

(c) There shall have been instituted, threatened or be pending any action or proceeding before or by any court, governmental, regulatory or administrative agency or instrumentality, or by any other person, in connection with the exchange offer, that is, or is reasonably likely to be, in the reasonable judgment of the Company, materially adverse to the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of the Company, its subsidiaries or its affiliates or which would or might, in the reasonable judgment of the Company, prohibit, prevent, restrict or delay consummation of the exchange offer;

(d) There shall have occurred any development which would, in the reasonable judgment of the Company, materially adversely affect the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of the Company, its subsidiaries or its affiliates;

(e) An order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or

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governmental, regulatory or administrative agency or instrumentality (collectively, a “legal event”) that, in the reasonable judgment of the Company, would or might prohibit, prevent, restrict or delay consummation of the exchange offer;

(f) The trustee with respect to the outstanding notes shall have objected in any respect to, or taken any action that could in our reasonable judgment adversely affect the consummation of, addition of the outstanding notes’ conversion feature, the exchange offer or the exchange of outstanding notes under the exchange offer, or shall have or any holder of outstanding notes shall have taken any action that challenges the validity or effectiveness of the procedures used by us in adding the outstanding notes’ conversion feature making the exchange offer or the exchange of the outstanding notes under the exchange offer;

(g) In our reasonable judgment, there shall not be as of the expiration date a number of authorized shares of preferred stock sufficient to permit the conversion of all outstanding notes that are not validly tendered in the exchange offer;

(h) A Form T-1 and a Form T-3 with respect to the subordinated indenture governing the new notes shall not have become effective under the Trust Indenture Act of 1939 (the “Trust Indenture Act”) at least immediately prior to the settlement date of the exchange offer;

(i) There shall have occurred or be likely to occur (a) any event affecting the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of the Company, its subsidiaries or its affiliates that, in the reasonable judgment of the Company, would or might prohibit, prevent, restrict or delay consummation of the exchange offer, or (b) any legal event which in the reasonable judgment of the Company is, or is reasonably likely to be, materially adverse to the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of the Company, its subsidiaries or its affiliates; or

(j) There shall have occurred (a) any general suspension of, or limitation on prices for, trading in the United States securities or financial markets, (b) any significant change in the price of the outstanding notes which is adverse to the Company or any of its affiliates, (c) a material impairment in the trading market for debt securities, (d) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (e) any limitation (whether or not mandatory) by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, or other event that, in the reasonable judgment of the Company, might affect the extension of credit by banks or other lending institutions, (f) there is (i) an outbreak or escalation of hostilities or acts of terrorism involving the United States or declaration of a national emergency or war by the United States or (ii) any other calamity or crisis or any change in political, financial or economic conditions, if the effect of any such event in (i) or (ii), in the Company’s sole judgment, makes it impracticable or inadvisable to proceed with the exchange offer, or (g) in the case of any of the foregoing existing on the date hereof, a material acceleration or worsening thereof.

The conditions to the exchange offer are for the sole benefit of the Company and may be asserted by the Company in its sole discretion regardless of the circumstances giving rise to such conditions or may be waived by the Company, in whole or in part, in its sole discretion, whether or not any other condition of the exchange offer also is waived. The Company has not made a decision as to what circumstances would lead it to waive any such condition, and any such waiver would depend on circumstances prevailing at the time of such waiver. Any determination by the Company concerning the events described in this section shall be final and binding upon all holders.

Although the Company has no present plans or arrangements to do so, the Company reserves the right to amend, at any time, the terms of the exchange offer. The Company will give holders notice of such amendments as may be required by applicable law.

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Depositary and Exchange Agent

Global Bondholder Services Corporation has been appointed as the depositary and exchange agent for the exchange offer. Letters of transmittal and all correspondence in connection with the exchange offer should be sent or delivered by each holder of the outstanding notes participating in the exchange offer, or a beneficial owner’s commercial bank, broker, dealer, trust company or other nominee, to the depositary and exchange agent at the address and telephone number set forth on the back cover of this offering circular. We will pay Global Bondholder Services Corporation reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection therewith.

Information Agent

Global Bondholder Services Corporation has been appointed as the information agent for the exchange offer. Questions concerning tender procedures and requests for additional copies of this offering circular or the Letter of Transmittal should be directed to the information agent at the address and telephone number set forth on the back cover of this offering circular. Holders of the outstanding notes may also contact their commercial bank, broker, dealer, trust company or other nominee for assistance concerning the exchange offer. We will pay the information agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of­pocket expenses in connection therewith.

Other Fees and Expenses

We will bear the expenses of soliciting tenders of the outstanding notes. The principal solicitation of eligible institutional holders is being made by mail. However, where permitted by applicable law, additional solicitations may be made by facsimile transmission, telephone or in person by our officers and other employees and our affiliates.

If a tendering holder handles the transaction through its broker, dealer, commercial bank, trust company or other institution, that holder may be required to pay brokerage fees or commissions.

Transfer Taxes

You will not be obligated to pay any transfer taxes in connection with the tender of the outstanding notes in the exchange offer unless you instruct us to register new notes in the name of, or request that the outstanding notes not tendered or accepted in the exchange offer be returned to, a person other than the registered tendering holder. In those cases, you will be responsible for the payment of any applicable transfer taxes.

Compliance with “Short-Tendering” Rule

It is a violation of Rule 14e-4 under the Exchange Act for a person, directly or indirectly, to tender for exchange the outstanding notes for such person’s own account unless the person so tendering the outstanding notes:

• has a net long position equal to or greater than the aggregate principal amount of the outstanding notes being tendered for exchange; and

• will cause such outstanding notes to be delivered in accordance with the terms of the exchange offer.

Rule 14e-4 provides a similar restriction applicable to the tender or guarantee of a tender on behalf of another person.

A tender of the outstanding notes in the exchange offer under any of the procedures described above will constitute a binding agreement between us and the tendering holder with respect to the exchange offer upon the

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terms and subject to the conditions of the exchange offer, including the tendering holder’s acceptance of the terms and conditions of the exchange offer, as well as the tendering holder’s representation and warranty that such holder has a net long position in the outstanding notes being tendered pursuant to the exchange offer within the meaning of Rule 14e-4 under the Exchange Act and the tender of such outstanding notes complies with Rule 14e-4.

Recommendation of the Board of Directors

Neither we nor our board of directors is making any recommendation regarding whether you should tender your outstanding notes for exchange and accept the new notes offered in the exchange offer. You must make your own determination as to whether to tender your outstanding notes for exchange.

Solicitation

The exchange offer is being made by us in reliance on the exemption from the registration requirements of the Securities Act afforded by Section 3(a)(9) thereof. We therefore will not pay any commission or other remuneration to any broker, dealer, salesman or other person for soliciting tenders of the outstanding notes. We have not retained any dealer manager or other agent to solicit tenders with respect to the exchange offer. The information agent will mail solicitation materials on our behalf. Additional solicitation may be made by telephone, facsimile or in person by officers and regular employees of us and our subsidiaries.

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DESCRIPTION OF THE NEW NOTES

We will issue the new notes under the subordinated indenture dated September 10, 2002 between Zions Bancorporation and The Bank of New York Mellon Trust Company, N.A., as successor trustee to J.P. Morgan Trust Company, National Association, as trustee. Because this section is a summary, it does not describe every aspect of the outstanding notes. This summary is subject to and qualified in its entirety by reference to all the provisions of the subordinated indenture. In this section, references to “Zions,” “we,” “us” and “our” refer solely to Zions Bancorporation and not its subsidiaries.

New 6.00% Notes

The new 6.00% notes will be our unsecured subordinated obligations. The new 6.00% notes will be limited to the aggregate principal amount of the outstanding 6.00% notes that are validly tendered. However, the subordinated indenture allows us to “reopen” this series of notes and issue additional notes of this series without your consent and without notifying you.

The new 6.00% notes will bear interest at the rate of 6.00% per year. We will pay interest semi-annually on March 15 and September 15 of each year, beginning September 15, 2009, until the principal is paid or made available for payment. Interest will be paid to the person in whose name the new 6.00% note is registered at the close of business on the preceding March 1 or September 1, as the case may be. Interest will be calculated on a pro rata basis using a 30-day month and a 360-day year. Payment of the full principal amount of the new 6.00% notes will be due on September 15, 2015.

If you exchange your outstanding 6.00% notes for the new 6.00% notes, your first interest period will be deemed to have began on March 16, 2009 and will end on and include September 15, 2009.

For the new 6.00% notes, a business day is a day other than a Saturday, a Sunday or any other day on which banking institutions in Houston, Texas, New York City or Salt Lake City, Utah, generally are authorized or required by law or executive order to close.

New 5.65% Notes

The new 5.65% notes will be our unsecured subordinated obligations. The new 5.65% notes will initially be limited to the aggregate principal amount of the outstanding 5.65% notes that are validly tendered. However, the subordinated indenture allows us to “reopen” this series of notes and issue additional notes of this series without your consent and without notifying you.

The new 5.65% notes will bear interest at the rate of 5.65% per year. We will pay interest semi­annually on May 15 and November 15 of each year, beginning November 15, 2009, until the principal is paid or made available for payment. Interest will be paid to the person in whose name the new 5.65% note is registered at the close of business on the preceding May 1 or November 1, as the case may be. Interest will be calculated on a pro rata basis using a 30-day month and a 360-day year. Payment of the full principal amount of the new 5.65% notes will be due on May 15, 2014.

If you exchange your outstanding 5.65% notes for the new 5.65% notes, your first interest period will be deemed to have began on May 16, 2009 and will end on and include November 15, 2009.

For the new 5.65% notes, a business day is a day other than a Saturday, a Sunday or any other day on which banking institutions in Salt Lake City, Utah, San Francisco, California or New York City generally are authorized or required by law or executive order to close.

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New 5.50% Notes

The new 5.50% notes will be our unsecured subordinated obligations. The new 5.50% notes will be limited to the aggregate principal amount of the outstanding 5.50% notes that are validly tendered. However, the subordinated indenture allows us to “reopen” this series of notes and issue additional notes of this series without your consent and without notifying you.

The new 5.50% notes will bear interest at the rate of 5.50% per year. We will pay interest semi-annually on May 16 and November 16 of each year, beginning November 16, 2009, until the principal is paid or made available for payment. Interest will be paid to the person in whose name the new 5.50% note is registered at the close of business on the preceding May 2 or November 2, as the case may be. Interest will be calculated on a pro rata basis using a 30-day month and a 360-day year. Payment of the full principal amount of the new 5.50% notes will be due on November 16, 2015.

If you exchange your outstanding 5.50% notes for the new 5.50% notes, your first interest period will be deemed to have began on May 17, 2009 and will end on and include November 16, 2009.

For new 5.50% notes, a business day is a day other than a Saturday, a Sunday or any other day on which banking institutions in Salt Lake City, Utah, San Francisco, California or New York City generally are authorized or required by law or executive order to close.

General

The new notes will be structurally subordinated to all indebtedness and other liabilities, including trade payables and lease obligations, of our subsidiaries. This occurs because our right to receive any assets of our subsidiaries upon their liquidation or reorganization, and thus the right of the holders of the new notes to participate in those assets, will be effectively subordinated to the claims of those subsidiaries’ creditors, including trade creditors.

The new notes will constitute part of our subordinated debt and will be subordinated and junior in right of payment to all of our “senior indebtedness”, as defined below under “—Subordination of the New Notes.” The new notes are also effectively subordinated to all existing and future debt and all other liabilities of our subsidiaries and, upon the occurrence of certain events of insolvency, are subordinated to the prior payment in full of our general obligations owed to our creditors. See “—Subordination of the New Notes.”

On each interest payment date, we will pay interest for the period commencing on and including the immediately preceding interest payment date and ending on and including the next day preceding that interest payment date. We refer to this period as an “interest period.”

In the event that an interest payment date is not a business day, we will pay interest on the next day that is a business day with respect to that series, with the same force and effect as if made on the interest payment date, and without any interest or other payment with respect to the delay. If the date of maturity falls on a day that is not a business day, the payment of principal and interest, if any, will be made on the next succeeding business day and no interest will accrue for the period from and after such date of maturity.

We will not have the option to redeem the new notes.

There are no sinking funds for the new notes.

Form, Denomination, Transfer, Exchange and Book-Entry Procedures

The new notes will be issued:

• only in fully registered form,

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• without interest coupons, and

• in denominations of $1,000 and integral multiples of $1,000.

The new notes will be evidenced by a global note which will be deposited with the trustee as custodian for DTC and registered in the name of Cede & Co., or Cede, as nominee of DTC. Except as set forth below, record ownership of the global note may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nominee.

The global note will not be registered in the name of any person, or exchanged for new notes that are registered in the name of any person, other than DTC or its nominee, unless one of the following occurs:

• DTC notifies us that it is unwilling or unable to continue acting as the depositary and exchange agent for the global note or DTC has ceased to be a clearing agency registered under the Exchange Act, and in either case we fail to appoint a successor depositary and exchange agent;

• we order in our sole discretion that such new notes will be transferable, registrable and exchangeable; or

• an event of default with respect to the new notes represented by the global note has occurred and is continuing.

In those circumstances, DTC will determine in whose names any securities issued in exchange for the global note will be registered.

DTC or its nominee will be considered the sole owner and holder of the global note for all purposes, and as a result:

• you cannot get new notes registered in your name if they are represented by the global note;

• you cannot receive certificated (physical) new notes in exchange for your beneficial interest in the global note;

• you will not be considered to be the owner or holder of the global note or any new notes it represents for any purpose; and

• all payments on the global note will be made to DTC or its nominee.

The laws of some jurisdictions require that certain kinds of purchasers (for example, certain insurance companies) can only own securities in definitive (certificated) form. These laws may limit your ability to transfer your beneficial interests in the global note to these types of purchasers.

Only institutions (such as a securities broker or dealer) that have accounts with DTC or its nominee (called “participants”) and persons that may hold beneficial interests through participants can own a beneficial interest in the global note. The only place where the ownership of beneficial interests in the global note will appear and the only way the transfer of those interests can be made will be on the records kept by DTC (for their participants’ interests) and the records kept by those participants (for interests of persons held by participants on their behalf).

Secondary trading in bonds and notes of corporate issuers is generally settled in clearing-house (that is, next-day) funds. In contrast, beneficial interests in a global note usually trade in DTC’s same-day funds settlement system, and settle in immediately available funds. We make no representations as to the effect that settlement in immediately available funds will have on trading activity in those beneficial interests.

We will make cash payments of interest on and principal of the global note to Cede, the nominee for DTC, as the registered owner of the global note. We will make these payments by wire transfer of immediately available funds on each payment date.

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We have been informed that, with respect to any cash payment of interest on or principal of the global note, DTC’s practice is to credit participants’ accounts on the payment date with payments in amounts proportionate to their respective beneficial interests in the new notes represented by the global note as shown on DTC’s records, unless DTC has reason to believe that it will not receive payment on that payment date. Payments by participants to owners of beneficial interests in new notes represented by the global note held through participants will be the responsibility of those participants, as is now the case with securities held for the accounts of customers registered in “street name.”

We also understand that neither DTC nor Cede will consent or vote with respect to the new notes. We have been advised that under its usual procedures, DTC will mail an “omnibus proxy” to us as soon as possible after the record date. The omnibus proxy assigns Cede’s consenting or voting rights to those participants to whose accounts the new notes are credited on the record date identified in a listing attached to the omnibus proxy.

Because DTC can only act on behalf of participants, who in turn act on behalf of indirect participants, the ability of a person having a beneficial interest in the principal amount represented by the global note to pledge the interest to persons or entities that do not participate in the DTC book-entry system, or otherwise take actions in respect of that interest, may be affected by the lack of a physical certificate evidencing its interest.

DTC has advised us that it will take any action permitted to be taken by a holder of new notes (including the presentation of new notes for exchange) only at the direction of one or more participants to whose account with DTC interests in the global note are credited and only in respect of such portion of the principal amount of the new notes represented by the global note as to which such participant has, or participants have, given such direction.

DTC has also advised us as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve, a “clearing corporation” within the meaning of the Uniform Commercial Code, as amended, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants through electronic book-entry changes in accounts of its participants. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and may include certain other organizations. Certain of such participants (or their representatives), together with other entities, own DTC. Indirect access to the DTC system is available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

The policies and procedures of DTC, which may change periodically, will apply to payments, transfers, exchanges and other matters relating to beneficial interests in the global note. We and the trustee have no responsibility or liability for any aspect of DTC’s or any participants’ records relating to beneficial interests in the global note, including for payments made on the global note, and we and the trustee are not responsible for maintaining, supervising or reviewing any of those records.

Mergers and Sales of Assets by Zions

We are permitted to merge or consolidate with another corporation or other entity. We are also permitted to sell our assets substantially as an entirety to another corporation or other entity. However, we may not take any of these actions unless all of the following conditions are met:

• if we are not the successor entity, the person formed by the consolidation or into or with which we merge or the person to which our properties and assets are conveyed, transferred or leased is a corporation organized and existing under the laws of the United States, any state or the District of Columbia and expressly assumes the due and punctual payment of the principal of and interest and any premium on the new notes and the performance of our other covenants under the subordinated indenture;

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• immediately after giving effect to that transaction, no default or event of default, and no event which, after notice or lapse of time or both, would become a default or an event of default, has occurred and is continuing; and

• an officer’s certificate and legal opinion relating to these conditions are delivered to the trustee.

If the conditions described above are satisfied, we will not need to obtain the approval of the holders of each series of the new notes in order to merge or consolidate or to sell our assets. Also, these conditions will apply only if we wish to merger or consolidate with another entity or sell our assets substantially as an entirety to another entity. We will not need to satisfy these conditions if we enter into other types of transactions, including any transaction in which we acquire the stock or assets of another entity, any transaction that involves a change of control of us but in which we do not merge or consolidate and any transaction in which we sell less than substantially all our assets.

Also, if we merge, consolidate or sell our assets substantially as an entirety and the successor is a non-U.S. entity, neither we nor any successor would have any obligation to compensate you for any resulting adverse tax consequences relating to your new notes.

Defeasance and Covenant Defeasance

The provisions for full defeasance and covenant defeasance described below apply to the new notes.

Full Defeasance. If there is a change in U.S. federal tax law, as described below, we can legally release ourselves from all payment and other obligations on any series of new notes. This is called full defeasance. For us to do so, each of the following must occur:

• we must deposit in trust for the benefit of all holders of new notes of the applicable series a combination of money and U.S. government or U.S. government agency notes or bonds that, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the trustee, will generate enough cash to make interest, principal and any other payments on the new notes of the applicable series on their various due dates;

• there must be a change in current U.S. federal tax law or an Internal Revenue Service ruling that lets us make the above deposit without causing the holders to recognize gain or loss for federal income tax purposes as a result of such deposit and full defeasance to be effected with respect to such series of new notes or be taxed on the new notes of the applicable series any differently than if such deposit and full defeasance were not to occur;

• we must deliver to the trustee a legal opinion of our counsel confirming the tax law change described above;

• we must confirm that the new notes of the applicable series, if listed on any securities exchange, will be delisted as a result of depositing such amount in trust;

• no default or event of default, as defined below and as applicable under the subordinated indenture, shall have occurred and be continuing at the time of such deposit or, with regard to an event of default relating to certain events of bankruptcy, insolvency, reorganization or the appointment of a receiver by us or any major constituent bank, on the date of the deposit referred to above or during the 90 days after that date;

• such defeasance will not cause the trustee to have a conflicting interest within the meaning of the Trust Indenture Act, assuming all securities are in default within the meaning of the Trust Indenture Act;

• such defeasance will not result in a breach or violation of, or constitute a default under, any other agreement or instrument by which we are bound;

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• such defeasance will not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act of 1940, as amended, unless such trust shall be registered or exempt from registration thereunder;

• no event or condition may exist that, under the provisions described under “—Subordination of the New Notes,” would prevent us from making payments of interest, principal and any other payments on the new notes of the applicable series on the date of the deposit referred to above or during the 90 days after that date; and

• we must deliver to the trustee an officers’ certificate and a legal opinion of our counsel confirming that all conditions precedent with respect to such defeasance described above have been complied with.

If we ever fully defease your new notes, you will have to rely solely on the trust deposit for payments on your new notes. You could not look to us for payment in the event of any shortfall.

Covenant Defeasance. Under current U.S. federal tax law, we can make the same type of deposit described above and be released from certain covenants relating to the new notes of the applicable series as provided for in the subordinated indenture. This is called covenant defeasance. In that event, you would lose the protection of those covenants. You would be released from the subordination provisions on your new notes described under “—Subordination of the New Notes.” In order to achieve covenant defeasance for any series of new notes, we must satisfy substantially the same conditions specified above for full defeasance, except with regard to the second bullet point above, which for covenant defeasance requires only a legal opinion of our counsel delivered to the trustee confirming that the holders of such securities will not recognize gain or loss for federal income tax purposes as a result of such deposit and covenant defeasance to be effected with respect to such securities or be taxed on those debt securities any differently than if such deposit and covenant defeasance were not to occur.

If we accomplish covenant defeasance with regard to your new notes, the following provisions, among others, of the subordinated indenture and your new notes would no longer apply:

• the events of default resulting from a breach of covenants, described below under “—Events of Default and Defaults”; and

• the subordination provisions described under “—Subordination of the New Notes.”

If we accomplish covenant defeasance on your new notes, you can still look to us for repayment of your new notes in the event of any shortfall in the trust deposit. You should note, however, that if one of the remaining events of default occurred, such as our bankruptcy, and your new note became immediately due and payable, there may be a shortfall. Depending on the event causing the default, you may not be able to obtain payment of the shortfall.

Events of Default and Defaults

Under the subordinated indenture, our filing for bankruptcy and the occurrence of certain other events of bankruptcy, insolvency or reorganization relating to us or any major constituent bank are defined as “events of default.”

Under the subordinated indenture, the following are defined as defaults:

• failure to pay principal of or any premium on any new notes of the applicable series when due;

• failure to pay any interest on any new notes of the applicable series when due and that default continues for 30 days;

• failure to perform any other covenant in the subordinated indenture and that failure continues for 60 days after written notice to us by the trustee or the holders of at least 25% in aggregate principal amount of outstanding new notes of the applicable series; and

• any event of default.

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If an event of default occurs and is continuing, either the trustee or the holders of at least 25% in principal amount of the outstanding new notes of the applicable series may accelerate the maturity of all such series of new notes. After acceleration, but before a judgment or decree based on acceleration, the holders of a majority in aggregate principal amount of outstanding new notes of the applicable series may, under circumstances set forth in the subordinated indenture, rescind the acceleration if we have deposited monies on account of certain overdue amounts with the trustee.

If a default occurs that is not also an event of default, neither the trustee nor the holders may act to accelerate the maturity of the new notes of the applicable series. However, if a default occurs, the trustee may proceed to enforce any covenant and other rights of the holders of the new notes of the applicable series. Furthermore, if the default relates to our failure to make any payment of interest due and payable and such default continues for 30 days or such default is made in the payment of the principal or any premium at its maturity, then the trustee may demand payment of the amounts then due and payable and may proceed to prosecute any failure on our part to make such payments.

Subject to the provisions of the subordinated indenture relating to the duties of the trustee, in case an event of default occurs and is continuing, the trustee will be under no obligation to exercise any of its rights or powers under the subordinated indenture at the request or direction of any of the holders, unless such holders have offered to the trustee reasonable indemnity. Subject to such provisions for the indemnification of the trustee, the holders of a majority in aggregate principal amount of the outstanding new notes of the applicable series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee.

Before you may take any action to institute any proceeding relating to the subordinated indenture, or to appoint a receiver or a trustee, or for any other remedy, each of the following must occur:

• you must have given the trustee written notice of a continuing event of default or defaults;

• the holders of at least 25% of the aggregate principal amount of all outstanding new notes of the applicable series must make a written request of the trustee to take action because of the default and must have offered reasonable indemnification to the trustee against the cost, liabilities and expenses of taking such action;

• the trustee must not have taken action for 60 days after receipt of such notice and offer of indemnification; and

• no contrary notice must have been given to the trustee during such 60-day period by the holders of a majority in principal amount of the new notes of the applicable series.

These limitations do not apply to a suit for the enforcement of payment of the principal of or any premium or interest on a new notes of the applicable series on or after the due dates for such payments.

We will furnish to the trustee annually a statement as to our performance of our obligations under the subordinated indenture and as to any default in performance.

Subordination of the New Notes

The new notes are subordinated in right of payment to the prior payment in full of all of our senior indebtedness. This means that, in certain circumstances where we may not be making payments on all of our debt obligations as they become due, the holders of all of our senior indebtedness will be entitled to receive payment in full of all amounts that are due or will become due on their debt securities before the holders of the new notes will be entitled to receive any amounts under the new notes. These circumstances include when we make a payment or distribute assets to creditors upon our liquidation, dissolution, winding up or reorganization.

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These subordination provisions mean that if we are insolvent, a direct holder of our senior indebtedness may ultimately receive out of our assets more than a direct holder of the same amount of new notes, and our creditor that is owed a specific amount may ultimately receive more than a direct holder of the same amount of new notes. The subordinated indenture does not limit our ability to incur senior indebtedness or general obligations, including indebtedness ranking equally with the new notes.

The subordinated indenture provides that, unless all principal of and any premium or interest on senior indebtedness has been paid in full, no payment or other distribution may be made in respect of any new notes in the following circumstances:

• in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization, assignment for the benefit of creditors or other similar proceedings or events involving us or our assets;

• (a) in the event and during the continuation of any default in the payment of principal of or premium or interest on any senior indebtedness beyond any applicable grace period or (b) in the event that any judicial proceeding is pending with respect to any such default; or

• in the event that any of the series of new notes have been declared due and payable before their stated maturity.

If the trustee or any holders of any new notes receive any payment or distribution that is prohibited under the subordination provisions, and if this fact is made known to the trustee or holders at or prior to the time of such payment or distribution, then the trustee or the holders will have to repay that money to us.

Further, in the event of any insolvency or bankruptcy proceedings, or any receivership, liquidation, reorganization, assignment for the benefit of creditors or other similar proceedings or events involving us or our assets, any creditors in respect of general obligations (as defined below) will be entitled to receive payment in full of all amounts due or to become due on or in respect of such general obligations after payment in full to the holders of senior indebtedness, before any amount is made available for payment or distribution to the holders of the new notes. However, upon the occurrence of a termination event (as defined below), such subordination to the creditors in respect of general obligations will become null and void and have no further effect.

Even if the subordination provisions prevent us from making any payment when due on the new notes, we will be in default on our obligations under each series of the new notes if we do not make the payments when due. This means that the trustee and the applicable holders of new notes can take action against us, but they will not receive any money until the claims of the holders of senior indebtedness have been fully satisfied.

The subordinated indenture allows the holders of senior indebtedness to obtain a court order requiring us and any holder of new notes to comply with the subordination provisions.

The subordinated indenture defines “senior indebtedness” as:

• the principal of, and any premium and interest on, all of our indebtedness for purchased or borrowed money, whether or not evidenced by securities, notes, debentures, bonds or other similar instruments issued by us;

• all our capital lease obligations;

• all our obligations issued or assumed as the deferred purchase price of property, all our conditional sale obligations and all our obligations under any conditional sale or title retention agreement, but excluding trade accounts payable in the ordinary course of business;

• all our obligations in respect of any letters of credit, bankers acceptance, security purchase facilities and similar credit transactions;

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• all our obligations in respect of interest rate swap, cap or other agreements, interest rate future or options contracts, currency swap agreements, currency future or option contracts and other similar agreements;

• all obligations of the type referred to in the bullets above of other persons for the payment of which we are responsible or liable as obligor, guarantor or otherwise;

• all obligations of the type referred to in the bullets above of other persons secured by any lien on any of our properties or assets whether or not we assume such obligation; and

• any deferrals, renewals or extensions of any such senior indebtedness.

However, “senior indebtedness” does not include:

• the new notes;

• any indebtedness that by its terms is subordinated to, or ranks on an equal basis with, the new notes; and

• any indebtedness between or among us and our affiliates, including all other debt securities and guarantees in respect of debt securities issued to any trust, or a trustee of such trust, partnership or other entity affiliated with us which is a financing vehicle of ours in connection with the issuance by such financing vehicle of capital securities or other securities guaranteed by us pursuant to an instrument that ranks on an equal basis with or junior in respect of payment to the new notes.

As of March 31, 2009, the aggregate amount of our outstanding senior indebtedness and general obligations was approximately $1.0 billion and the aggregate amount of our outstanding subordinated debt, including debt issued by us to financing trust subsidiaries that have issued trust preferred securities and including our subordinated guarantee of a subsidiary’s debt, was approximately $1.7 billion. In addition, as of that date, the aggregate amount of all debt and other liabilities of our subsidiaries, other than the trust preferred securities and guaranteed debt referred to above, was approximately $46.1 billion.

The subordinated indenture defines “general obligations” as all our obligations to make payment on account of claims of general creditors, other than:

• obligations on account of senior indebtedness; and

• obligations on account of the new notes and indebtedness for money borrowed ranking on an equal basis with or junior to the new notes;

However, if the Federal Reserve (or other federal banking supervisor that is at the time of determination our primary federal banking supervisor) promulgates any rule or issues any interpretation defining or describing the term “general creditor” or “general creditors” or “senior indebtedness” for purposes of its criteria for the inclusion of subordinated debt of a bank holding company in capital, or otherwise defining or describing the obligations to which subordinated debt of a bank holding company must be subordinated to be included in capital, to include any obligations not included in the definition of “senior indebtedness” as described above, the term “general obligations” will mean such obligations as defined or described in the first such rule or interpretation, other than obligations described in the two bullet points above.

“Termination event” means the promulgation of any rule or regulation or the issuance of any interpretation of the Federal Reserve (or other federal banking supervisor that is at the time of determination our primary federal banking supervisor) that:

• defines or describes the terms “general creditor” or “general creditors” or “senior indebtedness” for purposes of its criteria for the inclusion of subordinated debt of a bank holding company in capital, or otherwise defines or describes the obligations to which subordinated debt of a bank holding company must be subordinated for the debt to be included in capital, to include no obligations other than those covered by the definition of “senior indebtedness” without regard to any of our other obligations;

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• permits us to include the new notes of the applicable series in our capital if they were subordinated in right of payment to the senior indebtedness without regard to any of our other obligations;

• otherwise eliminates the requirement that subordinated debt of a bank holding company and its subsidiaries must be subordinated in right of payment to the claims of its general creditors in order to be included in capital; or

• causes the new notes to be excluded from capital notwithstanding the provisions of the subordinated indenture.

Termination event also means any event that results in our not being subject to capital requirements under the rules, regulations or interpretations of the Federal Reserve (or other federal banking supervisor).

Modification and Waiver

Certain limited modifications of the subordinated indenture may be made without the necessity of obtaining the consent of the holders of each series of new notes. Other modifications and amendments of the subordinated indenture may be made with the consent of the holders of 66 2/3% in principal amount outstanding of each applicable series of the new notes. However, a modification or amendment requires the consent of the holder of each outstanding new note affected if it would:

• change the stated maturity of the principal or interest of a new note;

• reduce the principal amounts of, any premium or interest on, any new notes;

• change the place or currency of payment on a new note;

• impair the right to institute suit for the enforcement of any payment on any new notes;

• reduce the percentage of holders whose consent is needed to modify or amend the subordinated indenture;

• reduce the percentage of holders whose consent is needed to waive compliance with certain provisions of the subordinated indenture or to waive certain defaults;

• modify the provisions with respect to subordination of the new notes in a manner adverse to the holders of any series of the new notes; or

• modify the provisions dealing with modification and waiver of the subordinated indenture.

The holders of 66 2/3% in principal amount of the outstanding series of any new notes may, on behalf of the holders of all such series new notes, waive compliance by us with certain restrictive provisions of the subordinated indenture. The holders of a majority in principal amount of the outstanding series of new notes may, on behalf of the holders of all such series of notes, waive any past default, except a default in the payment of principal or interest, and defaults in respect of a covenant or provision which cannot be modified or amended without the consent of each holder of each outstanding series of new notes affected.

We will generally be entitled to set any day as a record date for the purpose of determining the holders of the outstanding new notes of the applicable series that are entitled to take any action under the indenture. In limited circumstances, the trustee will be entitled to set a record date for action by holders. If a record date is set for any action to be taken by holders, such action may be taken only by persons who are holders of outstanding new notes of the applicable series on the record date and must be taken within 180 days following the record date or such other period as we may specify (or as the trustee may specify, if it set the record date). This period may be shortened or lengthened (but not beyond 180 days) from time to time.

Notices

We will give notice to holders of the new notes by mail to the addresses of the holders as they appear in the security register. Notices will be deemed to have been given on the date of mailing.

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Special Rules for Action by Holders

When holders take any action under the subordinated indenture, such as giving a notice of default, declaring an acceleration, approving any change or waiver or giving the trustee an instruction, we will apply the following rules.

Only Outstanding New Notes Are Eligible

Only holders of outstanding new notes of the applicable series will be eligible to participate in any action by holders of new notes of that series. Also, we will count only outstanding new notes in determining whether the various percentage requirements for taking action have been met. For these purposes, a new note will not be “outstanding”:

• if it has been surrendered for cancellation;

• if we have deposited or set aside, in trust for its holder, money for its payment or redemption;

• if we have fully defeased it as described above under “—Defeasance and Covenant Defeasance—Full Defeasance”; or

• if we or one of our affiliates, such as Zions Direct, Inc., is the beneficial owner.

Eligible Principal Amount of New Notes

For new notes, we will use the principal amount that would be due and payable on the action date if the maturity of the debt security were accelerated to that date because of a default.

The Trustee

The trustee for the holders of notes issued under the subordinated indenture will be The Bank of New York Mellon Trust Company, N.A. If an event of default occurs, and is not cured, the trustee will be required to use the degree of care of a prudent person in the conduct of his or her own affairs in the exercise of its powers. Subject to these provisions, the trustee will be under no obligation to exercise any of its rights or powers under the subordinated indenture at the request of any holders of new notes, unless they have offered to the trustee reasonable security or indemnity.

The Bank of New York Mellon Trust Company, N.A. is the trustee under other indentures pursuant to which we issue debt. Pursuant to the Trust Indenture Act, if a default occurs with respect to the securities of any series, the trustee will be required to eliminate any conflicting interest as defined in the Trust Indenture Act or resign as trustee with respect to the securities of that series within 90 days of such default, unless such default were cured, duly waived or otherwise eliminated.

Conversion Agent

The Bank of New York Mellon Trust Company, N.A. will act as the conversion agent for the outstanding notes.

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DESCRIPTION OF THE OUTSTANDING NOTES

The outstanding notes were issued under the subordinated indenture dated September 10, 2002 between Zions Bancorporation and The Bank of New York Mellon Trust Company, N.A., as successor trustee to J.P. Morgan Trust Company, National Association, as trustee. As described below, the subordinated indenture will be supplemented by a supplemental indenture which we intend to enter into following the completion of the exchange offer. Because this section is a summary, it does not describe every aspect of the outstanding notes. This summary is subject to and qualified in its entirety by reference to all the provisions of the subordinated indenture, as supplemented by the supplemental indenture. In this section, references to “Zions”, “we”, “us” and “our” refer solely to Zions Bancorporation and not its subsidiaries.

General; Form, Denomination, Transfer, Exchange and Book-Entry Procedures; Mergers and Sales of Assets by Zions; Events of Default and Defaults; Subordination of the Outstanding Notes; Modification and Waiver; Notices; Replacement of Notes; The Trustee

Except as described below, each series of the outstanding notes is identical to, and will be issued under the same subordinated indenture as, the equivalent series of new notes described above.

Conversion Feature

Unless we have previously repurchased the outstanding notes, holders who do not tender their outstanding notes will have the right on July 22, 2009, and on each interest payment date with respect to such series thereafter, to convert their outstanding notes (in denominations of $1,000 or multiples of $1,000) into $1,000 liquidation preference of depositary shares (or 40 depositary shares) representing, at their option, either shares of our Series A Preferred Stock or Series C Preferred Stock.

Each $1,000 of aggregate principal amount of the outstanding notes will be convertible into 40 depositary shares, or such other number as shall be the equivalent of $1,000 in liquidation preference. No other adjustments will be made to the conversion ratio for any other events, including events such as the issuance of additional depositary shares, which results in dilution of the underlying preferred stock.

The right of conversion attaching to any outstanding note may be exercised by the holder by delivering the outstanding notes at the specified office of a conversion agent, accompanied by a duly signed and completed notice of conversion, together with any funds that may be required, no later than 5:00 p.m. New York City time on the day that is at least 20 business days prior to the interest payment date as of which the holder wishes the conversion to become effective (or July 10, 2009, with respect to a conversion to be effective on July 22, 2009). Such notice of conversion can be obtained from the trustee.

Converting holders will be entitled to receive accrued but unpaid interest for the interest period ending on the interest payment date on which the conversion is to be effective. However, holders who elect to convert their outstanding notes effective July 22, 2009 will be deemed to have forfeited and will not be paid accrued interest through but not including such date. Depositary shares which are issued upon conversion to such holder will be entitled to receive dividends for the then current dividend period, if declared by our board or directors, only if such holder is the holder of record on the applicable record date.

Beneficial owners of interests in a global note may exercise their right of conversion by delivering to DTC the appropriate instruction form for conversion pursuant to DTC’s conversion program. The conversion date will be the next preceding interest payment date that is at least 20 business days from the date on which the outstanding note and the duly signed and completed notice of conversion as described above shall have been so delivered. A holder delivering a note for conversion will not be required to pay any taxes or duties payable in respect of the issue or delivery of depositary shares on conversion, but will be required to pay any tax or duty which may be payable in respect of any transfer involved in the issue or delivery of the depositary shares in a name other than the holder of the outstanding note. Interests in the depositary shares will not be issued or delivered unless all taxes and duties, if any, payable by the holder have been paid.

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DESCRIPTION OF OUR CAPITAL STOCK

Please note that in this section entitled “Description of Our Capital Stock,” references to “Zions,” “we,” “our” and “us” refer only to Zions Bancorporation and not to its consolidated subsidiaries. Also, in this section, references to “holders” mean those who own shares of our capital stock, registered in their own names, on the books that the registrar or we maintain for this purpose, and not those who own beneficial interests in shares registered in street name or in shares issued in book-entry form through one or more depositaries.

The following summary description of our capital stock is based on the provisions of our restated articles of incorporation, as amended, or articles of incorporation, and restated bylaws, or bylaws, and the applicable provisions of the Utah Revised Business Corporation Act, or the UBCA. This description is not complete and is subject to, and is qualified in its entirety by reference to our articles of incorporation, bylaws and the applicable provisions of the UBCA. For information on how to obtain copies of our articles of incorporation and bylaws, see “Where You Can Find More Information.”

Authorized Capital

Our articles of incorporation authorize us to issue 353,000,000 shares of capital stock, without par value, of which:

• 350,000,000 shares are designated as common stock, approximately 115,297,366 shares of which were outstanding as of April 30, 2009;

• 3,000,000 shares are designated as preferred stock;

• 240,000 shares of which are designated as Series A Preferred Stock, all of which were issued and outstanding as of the date of this offering circular;

• 150,000 shares of which are designated as Series C Preferred, 46,949.275 of which were issued and outstanding as of the date of this offering circular; and

• 1,400,000 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series D, all of which were issued and outstanding as of the date of this offering circular,

in each case of the preferred stock, with a liquidation preference of $1,000 per share of preferred stock. As discussed above under “Summary—Recent Developments” on June 1, 2009, we commenced a modified “Dutch auction” tender offer for up to 4,000,000 depositary shares each representing a 1/40th ownership interest in a share of our Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock. Unless extended or terminated, the preferred stock tender offer will expire at 11:59 p.m. on June 26, 2009. Accordingly, the number of shares of Series A Preferred Stock outstanding after the expiration date may be lower than the number outstanding as of the date of this offering circular.

We may issue preferred stock from time to time in one or more series, without shareholder approval, when authorized by our board of directors. Upon issuance of a particular series of preferred stock, our board of directors is authorized to specify:

• the number of shares to be included in the series;

• the annual dividend rate for the series and any restrictions or conditions on the payment of dividends;

• the redemption price, if any, and the terms and conditions of redemptions;

• any sinking fund provisions for the purchase or redemption of the series;

• if the series is convertible, the terms and conditions of conversion;

• the amounts payable to holders upon our liquidation, dissolution or winding up; and

• any other rights, preferences and limitations relating to the series.

The board’s ability to authorize, without shareholder approval, the issuance of preferred stock with conversion and other rights may adversely affect the rights of holders of our common stock or other series of preferred stock that may be outstanding.

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DESCRIPTION OF SERIES A PREFERRED STOCK

Zions First National Bank, our wholly-owned subsidiary, is the depositary, and as such, is the sole holder of the Series A Preferred Stock, as described under “Description of Depositary Shares” below, and all references in this offering circular to the holders of the Series A Preferred Stock means the depositary. However, the holders of depositary shares are entitled, through the depositary, to exercise the rights and preferences of the holders of the Series A Preferred Stock, as described under “Description of Depositary Shares”.

This offering circular summarizes specific terms and provisions of the Series A Preferred Stock. The following summary of the terms and provisions of the Series A Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the pertinent sections of our Restated Articles of Incorporation, as amended, which we refer to throughout this offering circular as the articles of incorporation, our bylaws, the applicable provisions of the Utah Revised Business Corporation Act, or the UBCA, and the Articles of Amendment creating the Series A Preferred Stock.

General

The Series A Preferred Stock is a single series of authorized preferred stock consisting of 240,000 shares. We may from time to time, without notice to or the consent of holders of the Series A Preferred Stock, issue additional shares of preferred stock, including additional shares of Series A Preferred Stock. We will, upon any notice of conversion of outstanding notes for depositary shares representing shares of Series A Preferred Stock and prior to the issuance of such depositary shares, take such actions as are required to increase the authorized number of Series A Preferred Stock to meet our conversion obligations.

We will generally be able to pay dividends and distributions upon liquidation, dissolution or winding up only out of lawfully available assets for such payment (i.e., after taking account of all indebtedness and other non-equity claims). Holders of Series A Preferred Stock do not have preemptive or subscription rights to acquire more capital stock of Zions.

The Series A Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of Zions. The Series A Preferred Stock has no stated maturity and is not subject to any sinking fund or other obligation of Zions to redeem or repurchase the Series A Preferred Stock.

Ranking

Shares of the Series A Preferred Stock rank senior to our common stock, equally with our Series C Preferred Stock, equally with our Series D Preferred Stock and at least equally with each other series of our preferred stock we may issue (except for any senior series that may be issued with the requisite consent of the holders of the Series A Preferred Stock, Series C Preferred Stock and any other class or series whose vote is required) with respect to the payment of dividends and distributions of assets upon liquidation, dissolution or winding up.

During any dividend period, so long as any share of Series A Preferred Stock remains outstanding, unless the full dividends for the then-current dividend period on all outstanding shares of Series A Preferred Stock have been paid, or declared and funds set aside therefor, and we are not in default on our obligations to redeem any shares of Series A Preferred Stock that have been called for redemption:

• no dividend will be declared or paid or set aside for payment and no distribution will be declared or made or set aside for payment on any junior stock (other than a dividend payable solely in junior stock);

• no shares of junior stock will be repurchased, redeemed or otherwise acquired for consideration by us, directly or indirectly (other than as a result of a reclassification of junior stock for or into other junior stock, or the exchange or conversion of one share of junior stock for or into another share of junior

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stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of junior stock) nor will any monies be paid to or made available for a sinking fund for the redemption of any such shares by us; and

• no shares of parity stock will be repurchased, redeemed or otherwise acquired for consideration by us otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series A Preferred Stock and such parity stock, except by conversion into or exchange for junior stock.

As used in this offering circular, “junior stock” means our common stock and any other class or series of stock of Zions hereafter authorized and issued over which Series A Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of Zions.

On any dividend payment date for which dividends are not paid in full on the shares of Series A Preferred Stock and any parity stock, all dividends declared on shares of Series A Preferred Stock and any parity stock for payment on such dividend payment date will be declared on a proportionate basis.

As used in this offering circular, “parity stock” means any other class or series of stock of Zions that ranks on par with the Series A Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of Zions.

Subject to the foregoing, and not otherwise, such dividends (payable in cash, stock or otherwise) as may be determined by our board of directors or a duly authorized committee of the board may be declared and paid on our common stock and any other stock ranking equally with or junior to the Series A Preferred Stock from time to time out of any assets legally available for such payment, and the holders of Series A Preferred Stock will not be entitled to participate in any such dividend.

Dividends

Dividends on shares of the Series A Preferred Stock are not mandatory. Holders of Series A Preferred Stock are entitled to receive, when, as and if declared by our board of directors or a duly authorized committee of the board, out of assets legally available for the payment of dividends under the UBCA, non-cumulative cash dividends. These dividends are payable at a rate per annum equal to the greater of (1) 0.520% above three-month LIBOR (as described below) on the related LIBOR determination date (as described below) or (2) 4.000%, applied to the $1,000 liquidation preference per share (equivalent to $25 per depositary share) and are paid, if declared, quarterly in arrears on the 15th day of March, June, September and December of each year commencing March 15, 2007. Each such date is referred to as a dividend payment date.

Dividends are payable to holders of record of Series A Preferred Stock as they appear on our books on the applicable record date, which is the March 1, June 1, September 1 and December 1 immediately preceding the respective dividend payment date. The corresponding record dates for the depositary shares is the same as the record dates for the Series A Preferred Stock.

A dividend period is the period from and including a dividend payment date to but excluding the next dividend payment date, except that the initial dividend period commences on and includes the original issue date of the Series A Preferred Stock. Dividends payable on the Series A Preferred Stock are computed on the basis of a 360-day year and the actual number of days elapsed in the dividend period. If any date on which dividends would otherwise be payable is not a business day, then the dividend payment date is the next succeeding business day and no interest accrues on the postponed amount from the original due date to the next day that is a business day.

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Dividends on the shares of Series A Preferred Stock are calculated from the original issue date, which is December 7, 2006. If additional shares of Series A Preferred stock are issued at a future date:

• if the date is a dividend payment date, the dividends on such additional shares will be calculated from such date; and

• if the date is not a dividend payment date, the dividends on such additional shares will be calculated from the most recent dividend payment date preceding the date on which such additional shares of Series A Preferred Stock were issued.

The amount of dividends payable per share of Series A Preferred Stock on each dividend payment date is calculated by multiplying the per annum dividend rate in effect for that dividend period by a fraction, the numerator of which is the actual number of days in that dividend period and the denominator of which is 360, and multiplying the rate obtained by $1,000.

For any dividend period, three-month LIBOR is determined by the calculation agent on the second London business day immediately preceding the first day of such dividend period in the following manner:

• Three-month LIBOR is the offered rate per annum for three-month deposits in U.S. dollars, beginning on the first day of such period, as that rate appears on Reuters LIBOR01 as of 11:00 a.m., London time, on the second London business day immediately preceding the first day of such dividend period.

• If Reuters LIBOR01 does not include the rate described above or is unavailable on such date, the calculation agent will request the principal London office of each of four major banks in the London interbank market, as selected by the calculation agent, to provide the bank’s offered quotation (expressed as a percentage per annum), as of approximately 11:00 a.m., London time, on the determination date, to prime banks in the London interbank market for deposits in a representative amount (as defined below) in U.S. dollars for a three-month period beginning on the first day of the applicable dividend period. If at least two offered quotations are so provided, LIBOR for the dividend period will be the arithmetic mean of those quotations.

• If fewer than two quotations are so provided, the calculation agent will request each of three major banks in New York City, as selected by the calculation agent, to provide that bank’s rate (expressed as a percentage per annum), as of approximately 11:00 a.m., New York City time, on the determination date, for loans in a representative amount in U.S. dollars to leading European banks for a three-month period beginning on the first day of the applicable dividend period. If at least two rates are so provided, LIBOR for the dividend period will be the arithmetic means of those rates.

• If fewer than two rates are so provided, then LIBOR for the dividend period will be LIBOR in effect with respect to the immediately preceding dividend period.

The calculation agent’s determination of any dividend rate, and its calculation of the amount of dividends for any dividend period, is on file at our principal office, is available to any holder of Series A Preferred Stock upon request and is final and binding in the absence of manifest error.

In this subsection, we use several terms that have special meanings relevant to calculating three-month LIBOR. We define these terms as follows:

“Determination date” with respect to a dividend period is the second London business day preceding the first day of such dividend period.

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

“Business day” means any day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in Salt Lake City, Utah or New York City generally are authorized or required by law or executive order to close.

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“London business day” means any day in which dealings in U.S. dollars are transacted or, with respect to any future date, are expected to be transacted in the London interbank market.

“Reuters LIBOR01 Page” means the display designated on page LIBOR01 on Reuters Page (or such other page as may replace the LIBOR01 page on such service).

Dividends on shares of Series A Preferred Stock are not cumulative. Accordingly, if the board of directors or a duly authorized committee of the board does not declare a dividend on the Series A Preferred Stock for any dividend period, such dividend will not accrue or be payable, and we will have no obligation to pay dividends for such dividend period, whether or not dividends on the Series A Preferred Stock are declared for any future dividend period.

Liquidation Rights

Upon any voluntary or involuntary liquidation, dissolution or winding up of Zions, holders of the Series A Preferred Stock are entitled to receive out of assets of Zions available for distribution to shareholders, after satisfaction of liabilities to creditors and subject to the rights of holders of any securities ranking senior to the Series A Preferred Stock, before any distribution of assets is made to holders of common stock or of any of our other shares of junior stock, a liquidating distribution in the amount of the liquidation preference of $1,000 per share (equivalent to $25 per depositary share) plus declared and unpaid dividends, without accumulation of any undeclared dividends. Holders of the Series A Preferred Stock will not be entitled to any other amounts from us after they have received their full liquidating distribution.

In any such distribution, if the assets of Zions are not sufficient to pay the liquidation preferences plus declared and unpaid dividends in full to all holders of the Series A Preferred Stock and all holders of any other shares of parity stock, the amounts paid to the holders of Series A Preferred Stock and to the holders of all parity stock will be paid pro rata in accordance with the respective aggregate liquidating distribution owed to those holders. If the liquidation preference plus declared and unpaid dividends has been paid in full to all holders of Series A Preferred Stock and any other shares of parity stock, the holders of our junior stock will be entitled to receive all remaining assets of Zions according to their respective rights and preferences.

For purposes of this section, the merger or consolidation of Zions with any other entity, including a merger or consolidation in which the holders of Series A Preferred Stock receive cash, securities or property for their shares, or the sale, lease or exchange of all or substantially all of the assets of Zions for cash, securities or other property, will not constitute a liquidation, dissolution or winding up of Zions.

Redemption

The Series A Preferred Stock is not subject to any mandatory redemption, sinking fund or other similar provisions. The Series A Preferred Stock is not redeemable prior to December 15, 2011. On and after that date, the Series A Preferred Stock will be redeemable at our option, in whole or in part, at a redemption price equal to $1,000 per share (equivalent to $25 per depositary share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends. Holders of Series A Preferred Stock will have no right to require the redemption or repurchase of the Series A Preferred Stock.

If shares of the Series A Preferred Stock are to be redeemed, the notice of redemption will be given by first class mail to the holders of record of the Series A Preferred Stock to be redeemed, mailed not less than 30 days nor more than 60 days prior to the date fixed for redemption (provided that, if the depositary shares representing the Series A Preferred Stock are held in book-entry form through DTC, we may give such notice in any manner permitted by DTC). Each notice of redemption will include a statement setting forth:

• the redemption date;

• the number of shares of the Series A Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder;

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• the redemption price;

• the place or places where the certificates evidencing shares of Series A Preferred Stock are to be surrendered for payment of the redemption price; and

• that dividends on the shares to be redeemed will cease to accrue on the redemption date.

If notice of redemption of any shares of Series A Preferred Stock has been duly given and if the funds necessary for such redemption have been set aside by us for the benefit of the holders of any shares of Series A Preferred Stock so called for redemption, then, on and after the redemption date, (1) declared but unpaid dividends will cease to accrue on such shares of Series A Preferred Stock, (2) such shares of Series A Preferred Stock will no longer be deemed outstanding and (3) all rights of the holders of such shares will terminate, except the right to receive the redemption price. See “Description of Depositary Shares” below for information about redemption of the depositary shares relating to our Series A Preferred Stock.

In case of any redemption of only part of the shares of the Series A Preferred Stock at the time outstanding, the shares to be redeemed will be selected either pro rata or in such other manner as we may determine to be fair and equitable.

Under the Federal Reserve’s risk-based capital guidelines applicable to bank holding companies, any redemption of the Series A Preferred Stock is subject to prior approval of the Federal Reserve. In addition, we may be required to obtain a consent from the United States Department of Treasury under the securities purchase agreement entered into in connection with the CPP prior to repurchasing or redeeming the Series A Preferred Stock.

Voting Rights

Except as provided below, the holders of the Series A Preferred Stock have no voting rights.

Right to Elect Two Directors Upon Non-Payment of Dividends

If and whenever dividends on any shares of the Series A Preferred Stock or any other class or series of voting parity stock (as defined below) have not been declared and paid in an aggregate amount at least equal, as to any such class or series, to the amount of dividends payable on such class and series at its stated dividend rate for a period of six dividend periods, whether or not for consecutive dividend periods (a “Nonpayment”), the number of directors then constituting our board will be increased by two. Holders of all classes and series of any voting parity stock as to which a Nonpayment exists (including, if applicable, the Series A Preferred Stock) will be entitled to vote as a single class for the election of the two additional members of our board of directors (the “Preferred Directors”), but only if the election of any such directors would not cause us to violate the listing standards of the Nasdaq Stock Market (or any other exchange on which our securities may be listed) or the rules and regulations of any other regulatory or self-regulatory body. In addition, our board of directors will at no time include more than two Preferred Directors. As used herein, “voting parity stock” means the Series A Preferred Stock and each class or series of preferred stock that ranks on parity with the Series A Preferred Stock as to payment of dividends and has voting rights similar to those described in this paragraph.

In the event of a Nonpayment, at the written request of any holder of record of at least 20% of the outstanding shares of any voting parity stock with respect to which a Nonpayment exists (including, if applicable, the Series C Preferred Stock and the Series A Preferred Stock) addressed to our Secretary at our principal office, our Secretary will call a special meeting of the holders of all voting parity stock with respect to which a Nonpayment exists for the election of the two directors (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the shareholders, in which event such election will be held at such next annual or special meeting of shareholders). So long as these voting rights have not ceased, holders of any and all voting parity stock with respect to which a Nonpayment exists (including, if applicable, the Series C Preferred Stock and the Series A Preferred Stock) voting as a single class will continue to elect such directors at each subsequent annual meeting.

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If and when full dividends have been paid for at least four dividend periods following a Nonpayment on any class or series of voting parity stock as to which a Nonpayment exists or existed, the foregoing voting rights will cease with respect to that class or series (subject to revesting in the event of each subsequent Nonpayment). If and when full dividends have been paid for at least four dividend periods on all classes and series of voting parity stock as to which a Nonpayment exists or existed, the term of office of each Preferred Director so elected will immediately terminate and the number of directors on the board of directors will automatically decrease by two.

Any Preferred Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of all classes and series of voting parity stock with respect to which a Nonpayment then exists, voting as a single class. So long as the voting rights described above remain in effect, any vacancy in the office of a Preferred Director (other than prior to the initial election of the Preferred Directors) may be filled by the written consent of the Preferred Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of voting parity stock with respect to which a Nonpayment then exists voting as a single class, with the successor to serve until the next annual meeting of shareholders. The Preferred Directors will each be entitled to one vote per director on any matter.

Other Voting Rights

So long as any shares of Series A Preferred Stock remain outstanding:

• the affirmative vote or consent of the holders of at least two-thirds of all outstanding shares of Series A Preferred Stock and any class or series of preferred stock that ranks on a parity with the Series A Preferred Stock as to payment of dividends and the distribution of assets upon liquidation, dissolution or winding-up of Zions, voting together as a class, will be required to issue, authorize or increase the authorized amount of, or to issue or authorize any obligation or security convertible into or evidencing the right to purchase, any class or series of stock ranking senior to the Series A Preferred Stock with respect to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding-up of Zions; and

• the affirmative vote or consent of the holders of at least two-thirds of all shares of the Series A Preferred Stock at the time outstanding, voting separately as a class, will be required to amend any provisions of Zion’s articles of incorporation, whether by merger, consolidation or otherwise, so as to materially and adversely affect the powers, preferences, privileges or rights of the Series A Preferred Stock, taken as a whole.

With respect to the second bullet above, the following will be deemed not to materially and adversely affect any power, preference or right of the Series A Preferred Stock:

• any increase in the amount of the authorized or issued Series A Preferred Stock or the amount of our authorized common stock or preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of any other class or series of common stock or other equity securities ranking equally with and/or junior to the Series A Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of Zions;

• any change to the number of directors or classification of or number of classes of directors; and

• the occurrence of any such amendment, whether by merger, consolidation or otherwise, so long as any of the shares of Series A Preferred Stock remains outstanding with the terms thereof materially unchanged or new shares of the surviving corporation or entity are issued with the same terms as the Series A Preferred Stock, in each case taking into account that upon the occurrence of this event Zions may not be the surviving entity.

Each holder of shares of Series A Preferred Stock will have one vote per share on any matter on which holders of such shares are entitled to vote, including when acting by written consent.

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The foregoing voting provisions described under “—Right to Elect Two Directors Upon Non-Payment of Dividends” and “—Other Voting Rights” will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required will be effected, all outstanding shares of Series A Preferred Stock have been redeemed or called for redemption upon proper notice and sufficient funds have been set aside by us for the benefit of the holders of the Series A Preferred Stock to effect such redemption.

Registrar

Zions First National Bank is the registrar, dividend disbursing agent and redemption agent for the Series A Preferred Stock.

Transfer Agent

Zions First National Bank is the transfer agent for the Series A Preferred Stock.

Calculation Agent

Zions First National Bank is the calculation agent for the Series A Preferred Stock.

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DESCRIPTION OF SERIES C PREFERRED STOCK

Zions First National Bank, our wholly-owned subsidiary, is the depositary, and as such, the sole holder of the Series C Preferred Stock, as described under “Description of Depositary Shares” below, and all references in this offering circular to the holders of the Series C Preferred Stock means the depositary. However, the holders of depositary shares are entitled, through the depositary, to exercise the rights and preferences of the holders of the Series C Preferred Stock, as described under “Description of Depositary Shares.”

This offering circular summarizes specific terms and provisions of the Series C Preferred Stock. The following summary of the terms and provisions of the Series C Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the pertinent sections of our Restated Articles of Incorporation, as amended, which we refer to throughout this offering circular as the articles of incorporation, our bylaws, the applicable provisions of the Utah Revised Business Corporation Act, or the UBCA, and the Articles of Amendment creating the Series C Preferred Stock.

General

The Series C Preferred Stock is a single series of authorized preferred stock consisting of 150,000 shares. We may from time to time, without notice to or the consent of holders of the Series C Preferred Stock, issue additional shares of preferred stock, including additional shares of Series C Preferred Stock. We will, upon any notice of conversion of outstanding notes for depositary shares representing shares of Series C Preferred Stock and prior to the issuance of such depositary shares, take such actions as are required to increase the authorized number of Series C Preferred Stock to meet our conversion obligations.

We will generally be able to pay dividends and distributions upon liquidation, dissolution or winding up only out of lawfully available assets for such payment (i.e., after taking account of all indebtedness and other non-equity claims). Holders of Series C Preferred Stock do not have preemptive or subscription rights to acquire more capital stock of Zions.

The Series C Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of Zions. The Series C Preferred Stock has no stated maturity and is not subject to any sinking fund or other obligation of Zions to redeem or repurchase the Series C Preferred Stock.

Ranking

Shares of the Series C Preferred Stock rank senior to our common stock, equally with our Series A Preferred Stock, equally with our Series D Preferred Stock and at least equally with each other series of our preferred stock we may issue (except for any senior series that may be issued with the requisite consent of the holders of the Series C Preferred Stock, Series A Preferred Stock and any other class or series whose vote is required) with respect to the payment of dividends and distributions of assets upon liquidation, dissolution or winding up.

During any dividend period, so long as any share of Series C Preferred Stock remains outstanding, unless the full dividends for the then-current dividend period on all outstanding shares of Series C Preferred Stock have been paid, or declared and funds set aside therefor, and we are not in default on our obligations to redeem any shares of Series C Preferred Stock that have been called for redemption:

• no dividend will be declared or paid or set aside for payment and no distribution will be declared or made or set aside for payment on any junior stock (other than a dividend payable solely in junior stock);

• no shares of junior stock will be repurchased, redeemed or otherwise acquired for consideration by us, directly or indirectly (other than as a result of a reclassification of junior stock for or into other junior stock, or the exchange or conversion of one share of junior stock for or into another share of junior

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stock, and other than through the use of the proceeds of a substantially contemporaneous sale of other shares of junior stock) nor will any monies be paid to or made available for a sinking fund for the redemption of any such shares by us; and

• no shares of parity stock will be repurchased, redeemed or otherwise acquired for consideration by us otherwise than pursuant to pro rata offers to purchase all, or a pro rata portion, of the Series C Preferred Stock and such parity stock, except by conversion into or exchange for junior stock.

As used in this offering circular, “junior stock” means our common stock and any other class or series of stock of Zions hereafter authorized and issued over which Series C Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding up of Zions.

On any dividend payment date for which dividends are not paid in full on the shares of Series C Preferred Stock and any parity stock, all dividends declared on shares of Series C Preferred Stock and any parity stock for payment on such dividend payment date will be declared on a proportionate basis.

As used in this offering circular, “parity stock” means any other class or series of stock of Zions that ranks on par with the Series C Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of Zions.

Subject to the foregoing, and not otherwise, such dividends (payable in cash, stock or otherwise) as may be determined by our board of directors or a duly authorized committee of the board may be declared and paid on our common stock and any other stock ranking equally with or junior to the Series C Preferred Stock from time to time out of any assets legally available for such payment, and the holders of Series C Preferred Stock will not be entitled to participate in any such dividend.

Dividends

Dividends on shares of the Series C Preferred Stock are not mandatory. Holders of Series C Preferred Stock are entitled to receive, when, as and if declared by our board of directors or a duly authorized committee of the board, out of assets legally available for the payment of dividends under the UBCA, non-cumulative cash dividends payable quarterly in arrears on the 15th day of March, June, September and December of each year (each, a dividend payment date), commencing on September 15, 2008. These dividends will accrue, with respect to each dividend period, on the liquidation preference amount of $1,000 per share (equivalent to $25 per depositary share) at a rate per annum equal to 9.50%.

Dividends are payable to holders of record of Series C Preferred Stock as they appear on our books on the applicable record date, which is the March 1, June 1, September 1 and December 1 immediately preceding the respective dividend payment date. The corresponding record dates for the depositary shares is the same as the record dates for the Series C Preferred Stock.

A dividend period is the period from and including a dividend payment date to but excluding the next dividend payment date, except that the initial dividend period commences on and includes the original issue date of the Series C Preferred Stock. Dividends payable on the Series C Preferred Stock are computed on the basis of 30-day months, a 360-day year and the actual number of days elapsed in any period of less than one month. We calculate dividends payable for each full dividend period, when, as and if declared by our board of directors, by dividing the per annum dividend rate by four. If any date on which dividends would otherwise be payable is not a business day, then the dividend payment date is the next succeeding business day and no interest accrues on the postponed amount from the original due date to the next day that is a business day.

“Business day” means any day that is a Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions in Salt Lake City, Utah or New York City generally are authorized or required by law or executive order to close.

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Dividends on the shares of Series C Preferred Stock are calculated from the original issue date, which is July 8, 2008. If additional shares of Series C Preferred stock are issued at a future date:

• if the date is a dividend payment date, the dividends on such additional shares will be calculated from such date; and

• if the date is not a dividend payment date, the dividends on such additional shares will be calculated from the most recent dividend payment date preceding the date on which such additional shares of Series C Preferred Stock were issued.

Dividends on shares of Series C Preferred Stock will not be cumulative. Accordingly, if the board of directors or a duly authorized committee of the board does not declare a dividend on the Series C Preferred Stock for any dividend period, such dividend will not accrue or be payable, and we will have no obligation to pay dividends for such dividend period, whether or not dividends on the Series C Preferred Stock are declared for any future dividend period.

Liquidation Rights

Upon any voluntary or involuntary liquidation, dissolution or winding up of Zions, holders of the Series C Preferred Stock are entitled to receive out of assets of Zions available for distribution to shareholders, after satisfaction of liabilities to creditors and subject to the rights of holders of any securities ranking senior to the Series C Preferred Stock, before any distribution of assets is made to holders of common stock or of any of our other shares of junior stock, a liquidating distribution in the amount of the liquidation preference of $1,000 per share (equivalent to $25 per depositary share) plus declared and unpaid dividends, without accumulation of any undeclared dividends. Holders of the Series C Preferred Stock will not be entitled to any other amounts from us after they have received their full liquidating distribution.

In any such distribution, if the assets of Zions are not sufficient to pay the liquidation preferences plus declared and unpaid dividends in full to all holders of the Series C Preferred Stock and all holders of any other shares of parity stock, the amounts paid to the holders of Series C Preferred Stock and to the holders of all parity stock will be paid pro rata in accordance with the respective aggregate liquidating distribution owed to those holders. If the liquidation preference plus declared and unpaid dividends has been paid in full to all holders of Series C Preferred Stock and any other shares of parity stock, the holders of our junior stock will be entitled to receive all remaining assets of Zions according to their respective rights and preferences.

For purposes of this section, the merger or consolidation of Zions with any other entity, including a merger or consolidation in which the holders of Series C Preferred Stock receive cash, securities or property for their shares, or the sale, lease or exchange of all or substantially all of the assets of Zions for cash, securities or other property, will not constitute a liquidation, dissolution or winding up of Zions.

Redemption

The Series C Preferred Stock is not subject to any mandatory redemption, sinking fund or other similar provisions. The Series C Preferred Stock is not redeemable prior to September 15, 2013. On and after that date, the Series C Preferred Stock will be redeemable at our option, in whole or in part, at a redemption price equal to $1,000 per share (equivalent to $25 per depositary share) and an amount equal to the dividend for the then-current quarterly dividend period (whether or not declared but without accumulation of any undeclared dividends for prior periods) accrued to but excluding the date of redemption. Holders of Series C Preferred Stock will have no right to require the redemption or repurchase of the Series C Preferred Stock.

If shares of the Series C Preferred Stock are to be redeemed, the notice of redemption will be given by first class mail to the holders of record of the Series C Preferred Stock to be redeemed, mailed not less than 30 days

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nor more than 60 days prior to the date fixed for redemption (provided that, if the depositary shares representing the Series C Preferred Stock are held in book-entry form through DTC, we may give such notice in any manner permitted by DTC). Each notice of redemption will include a statement setting forth:

• the redemption date;

• the number of shares of the Series C Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder;

• the redemption price;

• the place or places where the certificates evidencing shares of Series C Preferred Stock are to be surrendered for payment of the redemption price; and

• that dividends on the shares to be redeemed will cease to accrue on the redemption date.

If notice of redemption of any shares of Series C Preferred Stock has been duly given and if the funds necessary for such redemption have been set aside by us for the benefit of the holders of any shares of Series C Preferred Stock so called for redemption, then, on and after the redemption date, (1) declared but unpaid dividends will cease to accrue on such shares of Series C Preferred Stock, (2) such shares of Series C Preferred Stock will no longer be deemed outstanding, and (3) all rights of the holders of such shares will terminate, except the right to receive the redemption price. See “Description of Depositary Shares” below for information about redemption of the depositary shares relating to our Series C Preferred Stock.

In case of any redemption of only part of the shares of the Series C Preferred Stock at the time outstanding, the shares to be redeemed will be selected either pro rata or in such other manner as we may determine to be fair and equitable.

Under the Federal Reserve’s risk-based capital guidelines applicable to bank holding companies, any redemption of the Series C Preferred Stock is subject to prior approval of the Federal Reserve. In addition, we may be required to obtain a consent from the United States Department of Treasury under the securities purchase agreement entered into in connection with the CPP prior to repurchasing or redeeming the Series C Preferred Stock.

Voting Rights

Except as provided below, the holders of the Series C Preferred Stock have no voting rights.

Right to Elect Two Directors Upon Non-Payment of Dividends

If and whenever dividends on any shares of the Series C Preferred Stock or any other class or series of voting parity stock (as defined below) have not been declared and paid in an aggregate amount at least equal, as to any such class or series, to the amount of dividends payable on such class and series at its stated dividend rate for a period of six dividend periods, whether or not for consecutive dividend periods (a “Nonpayment”), the number of directors then constituting our board will be increased by two. Holders of all classes and series of any voting parity stock as to which a Nonpayment exists (including, if applicable, the Series C Preferred Stock) will be entitled to vote as a single class for the election of the two additional members of our board of directors (the “Preferred Directors”), but only if the election of any such directors would not cause us to violate the listing standards of the Nasdaq Stock Market (or any other exchange on which our securities may be listed) or the rules and regulations of any other regulatory or self-regulatory body. In addition, our board of directors will at no time include more than two Preferred Directors. As used herein, “voting parity stock” means the Series C Preferred Stock, the Series A Preferred Stock and each class or series of preferred stock that ranks on parity with the Series C Preferred Stock as to payment of dividends and has voting rights similar to those described in this paragraph.

In the event of a Nonpayment, at the written request of any holder of record of at least 20% of the outstanding shares of any voting parity stock with respect to which a Nonpayment exists (including, if applicable, the Series C Preferred Stock and the Series A Preferred Stock) addressed to our Secretary at our principal office,

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our Secretary will call a special meeting of the holders of all voting parity stock with respect to which a Nonpayment exists for the election of the two directors (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the shareholders, in which event such election will be held at such next annual or special meeting of shareholders). So long as these voting rights have not ceased, holders of any and all voting parity stock with respect to which a Nonpayment exists (including, if applicable, the Series C Preferred Stock and the Series A Preferred Stock) voting as a single class will continue to elect such directors at each subsequent annual meeting.

If and when full dividends have been paid for at least four dividend periods following a Nonpayment on any class or series of voting parity stock as to which a Nonpayment exists or existed, the foregoing voting rights will cease with respect to that class or series (subject to revesting in the event of each subsequent Nonpayment). If and when full dividends have been paid for at least four dividend periods on all classes and series of voting parity stock as to which a Nonpayment exists or existed, the term of office of each Preferred Director so elected will immediately terminate and the number of directors on the board of directors will automatically decrease by two.

Any Preferred Director may be removed at any time without cause by the holders of record of a majority of the outstanding shares of all classes and series of voting parity stock with respect to which a Nonpayment then exists, voting as a single class. So long as the voting rights described above remain in effect, any vacancy in the office of a Preferred Director (other than prior to the initial election of the Preferred Directors) may be filled by the written consent of the Preferred Director remaining in office, or if none remains in office, by a vote of the holders of record of a majority of the outstanding shares of voting parity stock with respect to which a Nonpayment then exists voting as a single class, with the successor to serve until the next annual meeting of shareholders. The Preferred Directors will each be entitled to one vote per director on any matter.

Other Voting Rights

So long as any shares of Series C Preferred Stock remain outstanding:

• the affirmative vote or consent of the holders of at least two-thirds of all outstanding shares of Series C Preferred Stock and any class or series of preferred stock that ranks on a parity with the Series C Preferred Stock as to payment of dividends and the distribution of assets upon liquidation, dissolution or winding-up of Zions, voting together as a class, will be required to issue, authorize or increase the authorized amount of, or to issue or authorize any obligation or security convertible into or evidencing the right to purchase, any class or series of stock ranking senior to the Series C Preferred Stock with respect to the payment of dividends or the distribution of assets upon liquidation, dissolution or winding-up of Zions; and

• the affirmative vote or consent of the holders of at least two-thirds of all shares of the Series C Preferred Stock at the time outstanding, voting separately as a class, will be required to amend any provisions of Zion’s articles of incorporation, whether by merger, consolidation or otherwise, so as to materially and adversely affect the powers, preferences, privileges or rights of the Series C Preferred Stock, taken as a whole.

With respect to the second bullet above, the following will be deemed not to materially and adversely affect any power, preference or right of the Series C Preferred Stock:

• any increase in the amount of the authorized or issued Series C Preferred Stock, Series A Preferred Stock or the amount of our authorized common stock or preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of any other class or series of common stock or other equity securities ranking equally with and/or junior to the Series C Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon liquidation, dissolution or winding up of Zions;

• any change to the number of directors or classification of or number of classes of directors; and

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• the occurrence of any such amendment, whether by merger, consolidation or otherwise, so long as any of the shares of Series C Preferred Stock remains outstanding with the terms thereof materially unchanged or new shares of the surviving corporation or entity are issued with the same terms as the Series C Preferred Stock, in each case taking into account that upon the occurrence of this event Zions may not be the surviving entity.

Each holder of shares of Series C Preferred Stock will have one vote per share on any matter on which holders of such shares are entitled to vote, including when acting by written consent.

The foregoing voting provisions described under “—Right to Elect Two Directors Upon Non-Payment of Dividends” and “—Other Voting Rights” will not apply if, at or prior to the time when the act with respect to which such vote would otherwise be required will be effected, all outstanding shares of Series C Preferred Stock have been redeemed or called for redemption upon proper notice and sufficient funds have been set aside by us for the benefit of the holders of the Series C Preferred Stock to effect such redemption.

Registrar

Zions First National Bank is the registrar, dividend disbursing agent and redemption agent for the Series C Preferred Stock.

Transfer Agent

Zions First National Bank is the transfer agent for the Series C Preferred Stock.

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DESCRIPTION OF DEPOSITARY SHARES

In this offering circular, references to “holders” of depositary shares mean those who own depositary shares registered in their own names, on the books that we or the depositary maintain for this purpose, and not indirect holders who own beneficial interests in depositary shares registered in street name or issued in book-entry form through DTC.

This offering circular summarizes specific terms and provisions of the depositary shares relating to our Series A Preferred Stock and Series C Preferred Stock.

General

Each depositary share represents a 1/40^th ownership interest in a share of Series A Preferred Stock or Series C Preferred Stock, as the case may be, and is evidenced by a depositary receipt. The shares of Series A Preferred Stock and Series C Preferred Stock represented by depositary shares are deposited under a deposit agreement among Zions, Zions First National Bank as depositary, and the holders from time to time of the depositary receipts evidencing the depositary shares. Subject to the terms of the applicable deposit agreement, each holder of a depositary share is entitled, through the depositary, in proportion to the applicable fraction of a share of Series A Preferred Stock or Series C Preferred Stock represented by such depositary share, to all the rights and preferences of the respective Series A Preferred Stock or Series C Preferred Stock represented thereby (including dividend, voting, redemption and liquidation rights).

Copies of the forms of deposit agreement and the depositary receipt may be obtained from us upon request.

Dividends and Other Distributions

The depositary will distribute any cash dividends or other cash distributions received in respect of the deposited Series A Preferred Stock or Series C Preferred Stock, as the case may be, to the record holders of depositary shares relating to such series in proportion to the number of depositary shares held by the holders. The depositary will distribute any property received by it other than cash to the record holders of depositary shares entitled to those distributions, unless it determines that the distribution cannot be made proportionally among those holders or that it is not feasible to make a distribution. In that event, the depositary may, with our approval, sell the property and distribute the net proceeds from the sale to the holders of the depositary shares in proportion to the number of depositary shares they hold.

Record dates for the payment of dividends and other matters relating to the depositary shares will be the same as the corresponding record dates for the underlying series of preferred stock.

The amounts distributed to holders of depositary shares will be reduced by any amounts required to be withheld by the depositary or by us on account of taxes or other governmental charges.

Redemption of Depositary Shares

If we redeem the series of preferred stock that is represented by your depositary shares, your depositary shares will be redeemed from the proceeds received by the depositary resulting from the redemption of the underlying series of preferred stock held by the depositary. The redemption price per depositary share will be equal to 1/40^th of the redemption price per share payable with respect to the applicable series of preferred stock (or $25 per depositary share), plus any declared and unpaid dividends and an amount equal to the dividend for the then-current quarterly dividend period (whether or not declared but without accumulation of any undeclared dividends for prior periods) accrued to but excluding the date of redemption. Whenever we redeem shares of Series A Preferred Stock or Series C Preferred Stock held by the depositary, the depositary will redeem, as of the same redemption date, the number of depositary shares representing shares of the applicable series of preferred stock so redeemed.

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In case of any redemption of less than all of the outstanding depositary shares, the depositary shares to be redeemed will be selected by the depositary pro rata, by lot, or in such other manner determined by us to be equitable. In any such case, we will redeem depositary shares only in increments of 40 shares and any multiple thereof and only upon receipt of any approvals required to purchase the underlying series of preferred stock.

Voting the Series A Preferred Stock and Series C Preferred Stock

When the depositary receives notice of any meeting at which the holders of the Series A Preferred Stock or Series C Preferred Stock are entitled to vote, the depositary will mail the information contained in the notice to the record holders of the depositary shares relating to that series. Each record holder of the depositary shares on the record date, which will be the same date as the record date for the respective Series A Preferred Stock or Series C Preferred Stock, may instruct the depositary to vote the number of the respective Series A Preferred Stock or Series C Preferred Stock represented by the holder’s depositary shares. To the extent possible, the depositary will vote the number of the applicable Series A Preferred Stock or Series C Preferred Stock represented by depositary shares in accordance with the instructions it receives. We will agree to take all reasonable actions that the depositary determines are necessary to enable the depositary to vote as instructed. If the depositary does not receive specific instructions from the holders of any depositary shares representing the applicable Series A Preferred Stock or Series C Preferred Stock, it will vote all depositary shares of that series held by it proportionately with instructions received to the extent permitted by the New York Stock Exchange or other applicable regulatory body.

Listing

The depositary shares are listed on the New York Stock Exchange. The Series A Preferred Stock trades under the symbol ZBPRA, and Series C Preferred Stock trades under the symbol ZBPRC.

Form of Preferred Stock and Depositary Shares

The depositary shares are issued in book-entry form through DTC.

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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

IRS Circular 230 Disclosure: To ensure compliance with requirements imposed by the Internal Revenue Service (“IRS”), we inform you that (i) any U.S. tax advice contained in this offering circular (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 herein; and (iii) if you are not the original addressee of this offering circular, you should seek advice based on your particular circumstances from an independent advisor.

The following is a summary of certain United States federal income tax consequences relating to the exchange offer and the addition of the conversion feature to certain holders. It applies to you only if you acquire the new notes in the exchange offer and you hold your outstanding notes, new notes and New Convertible Notes (as defined below), as applicable, as capital assets for tax purposes. It is not tax advice. The tax treatment of each holder will vary depending upon such holder’s particular situation, and this discussion does not deal with all aspects of taxation that may be relevant to particular holders in light of their personal investment or tax circumstances. This section also does not deal with all aspects of taxation that may be relevant to certain types of holders to which special provisions of the federal income tax laws apply, including:

• special classes of holders, such as dealers in securities or currencies, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, banks, tax-exempt organizations and life insurance companies;

• persons liable for the alternative minimum tax;

• persons that hold outstanding notes in connection with a “straddle,” “hedging,” “conversion” or other risk reduction transaction; and

• U.S. Holders (as defined below) whose functional currency for tax purposes is not the U.S. dollar.

Holders or beneficial owners of outstanding notes should consult their own tax advisers with regard to the application of the United States federal income tax laws to their particular situations as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

This summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed regulations under the Code and published rulings and court decisions, all as of the date hereof. All of these sources of law may change at any time, and any change in the law may apply retroactively.

If a partnership holds the outstanding notes, the United States federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner in a partnership holding outstanding notes should consult its tax advisor with regard to the United States federal income tax consequences of the exchange offer.

As used herein, the term “U.S. Holder” means a beneficial owner of an outstanding note that is for United States federal income tax purposes (i) a citizen or resident of the United States, (ii) a United States corporation or other entity organized in the United States and taxable as a corporation in the United States, (iii) an estate the income of which is subject to United States federal income taxation regardless of its source or (iv) a trust if a United States court is able to exercise primary supervision over the trust’s administration and one or more United States persons have the authority to control all substantial decisions of the trust.

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Consequences to U.S. Holders that Participate in the Exchange Offer

The exchange of outstanding notes for new notes pursuant to the exchange offer should not result in a taxable event to holders of the outstanding notes. Accordingly, holders or beneficial owners of outstanding notes should not recognize any gain or loss for U.S. federal income tax purposes with respect to such notes as a result of receiving new notes pursuant to the exchange offer and should have the same tax basis and holding period in the new notes as they had in the outstanding notes.

Consequences to U.S. Holders that Receive the Conversion Feature in Respect of their Outstanding Notes

General Consequences

The addition of the conversion feature to the outstanding notes will be considered for United States federal income tax purposes to be a modification of each of the outstanding notes. The tax consequences of the modification will depend upon whether the modification is considered to be “significant.” If the modification of the outstanding notes is “significant,” the modification will result in a deemed exchange for United States federal income tax purposes of such outstanding notes for a new notes issued with the conversion feature (“New Convertible Notes” and such deemed exchange, a “Deemed Exchange”) for holders that do not participate in the exchange offer. If it is not “significant,” the modification generally will not be taxable (a “Non-Taxable Exchange”).

Whether a deemed exchange of an outstanding note for a New Convertible Note will be treated as a significant modification will be analyzed under the general economic significance standard. The Deemed Exchange will trigger a “significant” modification under this standard if, based on all facts and circumstances, the legal rights or obligations that are altered and the degree to which they are altered are “economically significant.” We believe that the addition of conversion right should result in a “significant” modification. Accordingly, we intend to the treat the addition of the conversion feature as triggering a Deemed Exchange for U.S. federal income tax purposes.

The tax consequences of a Deemed Exchange depend upon whether such Deemed Exchange qualifies as a “recapitalization” for U.S. federal income tax purposes. In order for a Deemed Exchange to qualify as a recapitalization, the outstanding notes and the New Convertible Notes must be treated as “securities” for U.S. federal income tax purposes. The term of a debt instrument is usually regarded as a significant factor in determining whether it is a “security.” We believe that the Deemed Exchanges will qualify for tax-free recapitalization treatment (see the discussion under the heading “Consequences of a Tax-Free Recapitalization” below).

Consequences of a Non-Taxable Exchange

If the addition of the conversion feature does not constitute a “significant” modification of the outstanding notes, then the modification should not result in a taxable event to U.S. Holders of the outstanding notes. In such a case, holders or beneficial owners of outstanding notes should not recognize any gain or loss for United States federal income tax purposes with respect to the outstanding notes as a result of the addition of the conversion feature. Further, holders should continue to have the same tax basis and holding period in their outstanding notes.

Consequences of a Tax-Free Recapitalization

If the addition of the conversion feature constitutes a “significant” modification of the outstanding notes, the resulting Deemed Exchange should qualify as a tax-free recapitalization for U.S. federal income tax purposes. If the Deemed Exchange qualifies as a recapitalization, a U.S. Holder would not recognize gain or loss in connection with the Deemed Exchange. Further, a U.S. Holder would have a tax basis in each New Convertible Note that is equal to the holder’s tax basis in the corresponding outstanding note that was “surrendered” therefor and a U.S. Holder’s holding period for each of the New Convertible Notes would include the period during which the U.S. Holder held the corresponding outstanding note that was “surrendered” therefor.

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A New Convertible Note will be treated as issued with OID in an amount equal to the excess, if any, of the principal amount of the New Convertible Note over the issue price of the New Convertible Note. However, a New Convertible Note will only be considered issued with OID if the principal amount of the New Convertible Note exceeds its issue price by more than a de minimis amount. As discussed in the following paragraph, we expect that the issue price of each New Convertible Note will be equal to its fair market value on the date on which the New Convertible Note is deemed issued for tax purposes (the “Exchange Date”) and that therefore each New Convertible Note will be issued with a substantial amount of OID. A U.S. Holder generally must include in gross income a portion of the total OID that accrues on each day the U.S. Holder holds the New Convertible Notes, calculated under a constant yield method, regardless of such holder’s method of accounting and without regard to the timing of actual payments. However, if a U.S. Holder’s adjusted tax basis in the New Convertible Notes (as calculated above) exceeds the issue price of the New Convertible Notes, the U.S. Holder will be required, pursuant to rules relating to acquisition premium, to include OID only to the extent of the difference between the principal amount of the New Convertible Notes and the holder’s adjusted basis. See the discussion below under “—Acquisition Premium and Amortizable Bond Premium.”

The issue price of each New Convertible Note will depend upon whether either the New Convertible Note or the outstanding note is “traded on an established market.” A debt instrument will generally be considered to be traded on an established market if, at any time during the 60-day period ending 30 days after the Exchange Date, (a) the debt instrument appears on a system of general circulation (including computer listings disseminated to subscribing brokers, dealers or traders) that provides a reasonable basis to determine the fair market value of the debt instrument by disseminating either recent price quotations or actual prices of recent sales transactions or (b) price quotations for the debt instrument are readily available from dealers, brokers or traders. If a New Convertible Note is traded on an established market within the period of time discussed above, its issue price will be equal to the fair market value of such security on the Exchange Date. If a New Convertible Note is not so treated but the outstanding notes are treated as traded on an established market then the issue price of a New Convertible Note will be equal to the fair market value of the corresponding outstanding note on the Exchange Date. If neither the New Convertible Notes nor the outstanding notes are traded on an established market, a New Convertible Note’s issue price will be equal to its principal amount. We believe the outstanding notes were traded on an established market and that the New Convertible Notes will be traded on an established market, so we believe the issue price should be equal to the fair market value of the New Convertible Notes on the Exchange Date.

Acquisition Premium and Amortizable Bond Premium

If the Deemed Exchange is treated as a recapitalization and if a holder’s adjusted tax basis in a New Convertible Note immediately after the Deemed Exchange (i) is less than or equal to the principal amount of the applicable New Convertible Note (other than payments of stated interest), but (ii) exceeds the issue price of such New Convertible Note, such excess will be considered “acquisition premium”. In such case, a holder may reduce its OID inclusions with respect to the New Convertible Note by an amount equal to the amount of OID such holder would otherwise include in its gross income multiplied by a fraction, the numerator of which is the amount of acquisition premium and the denominator of which is the excess of the principal amount of the New Convertible Note over the issue price of the New Convertible Note. Alternatively, a holder may elect to amortize acquisition premium on a constant-yield basis.

If a U.S. Holder’s adjusted tax basis in a New Convertible Note immediately after the Deemed Exchange exceeds the principal amount of the New Convertible Note, the excess will constitute amortizable bond premium. In such case, the U.S. Holder will not be required to include any OID on the New Convertible Note in income, and a U.S. Holder generally may elect to deduct against its interest income on the New Convertible Notes the portion of the amortizable bond premium allocable to such year, determined in accordance with a constant yield method over the remaining term of the New Convertible Notes. The U.S. Holder’s tax basis in the New Convertible Notes will be decreased by the amount of bond premium used to offset its interest income. An election to deduct amortizable bond premium applies to all taxable bonds held during or after the taxable year for which the election is made and can be revoked only with the consent of the IRS.

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Market Discount

If the New Convertible Notes are issued with OID and a holder of outstanding notes has a tax basis that is less than the principal amount of the outstanding notes by more than a de minimis amount, then such holder would be required to effectively convert such market discount into OID to the extent of the OID on the New Convertible Notes. This may result in adverse timing tax consequences to such a holder because OID is required to be accrued currently over the term of the Notes while market discount is generally not required to be included in income prior to the sale or maturity of the notes. In addition, if the exchange qualifies for recapitalization treatment, the Code provides that any accrued market discount will not be currently includible in income under regulations to be issued. However, accrued market discount will carry over to the New Convertible Note such that any gain recognized by the holder upon a subsequent disposition or repayment of such notes would be treated as ordinary income to the extent of accrued market discount not previously included in income that is carried over to the New Convertible Notes.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2008, and the effectiveness of our internal control over financial reporting as of December 31, 2008, as set forth in their reports, which are incorporated by reference in this offering circular. Our consolidated financial statements and our management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2008 are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

The Company currently files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy materials that the Company has filed with the SEC at the following SEC public reference room:

100 F Street, N.E.

Washington, D.C. 20549

Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.

The Company’s SEC filings are also available for free to the public on the SEC’s website at www.sec.gov, which contains reports, proxy and information statements and other information regarding companies that file electronically with the SEC. In addition, the Company’s SEC filings are also available for free to the public on the Company’s website at www.zionsbancorporation.com. Information contained on the Company’s website is not incorporated by reference into this offering circular, and you should not consider information contained on that website as part of this offering circular.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed by the Company with the SEC are incorporated herein by reference and shall be deemed to be a part hereof (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with SEC rules):

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

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

• 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); and

• All other reports filed (and not furnished) by the Company pursuant to Sections 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Annual Report referred to in the first bullet point above.

Any statement contained in this offering circular or contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this offering circular to the extent that a statement contained in this offering circular or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this offering circular modifies or supersedes such statement.

The information agent will provide without charge to each person to whom this offering circular is delivered, upon the request of such person, a copy of any or all of the documents incorporated in this offering circular by reference, other than exhibits to such documents. Requests for such documents should be directed to the information agent at its address set forth on the back cover of this offering circular.

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ZIONS BANCORPORATION

Offer to Exchange

2009 5.65% Subordinated Notes due 2014,

2009 6.00% Subordinated Notes due 2015 and

2009 5.50% Subordinated Notes due 2015

for any or all of our outstanding

5.65% Subordinated Notes due 2014,

6.00% Subordinated Notes due 2015 and

5.50% Subordinated Notes due 2015

Manually signed copies of the Letter of Transmittal will be accepted. The Letter of Transmittal and any other required documents should be sent or delivered by each holder or such holder’s broker, dealer, commercial bank or other nominee to the depositary and exchange agent at one of the addresses set forth below.

The depositary and exchange agent for the exchange offer is:

Global Bondholder Services Corporation

If delivering by Mail: Global Bondholder Services Corporation 65 Broadway—Suite 723 New York, NY 10006 By facsimile : (For Eligible Institutions only): (212) 430-3775 If delivering by Hand or Courier: Global Bondholder Services Corporation 65 Broadway—Suite 723 New York, NY 10006

The information agent for the exchange offer is:

Global Bondholder Services Corporation

65 Broadway—Suite 723

New York, NY 10006

Banks and Brokers call: (212) 430-3774

All others call toll-free: (866) 857-2200

Email: info@gbsc-usa.com

Questions and requests for assistance related to the exchange offer or for additional copies of this offering circular and the Letter of Transmittal may be directed to the information agent at the telephone number and address listed above.

You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the exchange offer.

Offering Circular dated June 1, 2009

EX-99.T3E-2

EXHIBIT T3E-2

LETTER OF TRANSMITTAL

ZIONS BANCORPORATION

OFFER TO EXCHANGE

2009 5.65% SUBORDINATED NOTES DUE 2014,

2009 6.00% SUBORDINATED NOTES DUE 2015 AND

2009 5.50% SUBORDINATED NOTES DUE 2015

FOR ANY OR ALL OF OUR OUTSTANDING

5.65% SUBORDINATED NOTES DUE 2014,

6.00% SUBORDINATED NOTES DUE 2015 AND

5.50% SUBORDINATED NOTES DUE 2015

THE EXCHANGE OFFER WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON JUNE 26, 2009, UNLESS EXTENDED (THE “EXPIRATION DATE”). WITHDRAWAL RIGHTS FOR ACCEPTANCES OF THE EXCHANGE OFFER WILL EXPIRE AT THAT TIME, UNLESS THE EXPIRATION DATE IS EXTENDED.

The Depositary and Exchange Agent for the Exchange Offer is:

Global Bondholder Services Corporation

If delivering by Mail: Global Bondholder Services Corporation 65 Broadway—Suite 723 New York, NY 10006 By facsimile : (For Eligible Institutions only): (212) 430-3775 If delivering by Hand or Courier: Global Bondholder Services Corporation 65 Broadway—Suite 723 New York, NY 10006

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

The undersigned acknowledges that he or she has received and reviewed the offering circular, dated June 1, 2009, and any amendments or supplements thereto (the “Offering Circular”), of Zions Bancorporation, a Utah corporation (the “Company”), and this Letter of Transmittal (the “Letter of Transmittal”), which together constitute the Company’s offer (the “Exchange Offer”) to exchange $1,000 principal amount of the Company’s newly issued 2009 5.65% Subordinated Notes due 2014 (the “New 5.65% Notes”), 2009 6.00% Subordinated Notes due 2015 (the “New 6.00% Notes”) and 2009 5.50% Subordinated Notes due 2015 (the “New 5.50% Notes,” and together with the New 5.65% Notes and the New 6.00% Notes, the “New Notes”) for each $1,000 principal amount of validly tendered and accepted 5.65% Subordinated Notes due 2014 (the “Outstanding 5.65% Notes”), 6.00% Subordinated Notes due 2015 (the “Outstanding 6.00% Notes”) and 5.50% Subordinated Notes due 2015 (the “Outstanding 5.50% Notes,” and together with the Outstanding 5.65% Notes and the Outstanding 6.00% Notes, the “Outstanding Notes”), respectively, from the registered holders thereof. Except as set forth in the Offering Circular under the caption “Summary — Material Differences Between the Outstanding Notes and New Notes,” the terms of the New Notes are identical to the terms of the Outstanding Notes. The Exchange Offer is made upon the terms and subject to the conditions contained in the Offering Circular.

The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE OFFERING CIRCULAR CAREFULLY BEFORE CHECKING ANY BOX BELOW. YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE OFFERING CIRCULAR AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE INFORMATION AGENT AS FOLLOWS:

Global Bondholder Services Corporation

65 Broadway—Suite 723

New York, NY 10006

Banks and Brokers call: (212) 430-3774

All others call toll-free: (866) 857-2200

OUTSTANDING NOTES TENDERED

List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the applicable information for Outstanding Notes should be listed on a separate signed schedule affixed hereto.

5.65% SUBORDINATED NOTES DUE 2014
Name(s) and Address(es) of Registered Holder(s) or Name of DTC Participant and Participant’s DTC Account Number in which Outstanding Notes are Held (Please fill in)	Aggregate Principal Amount Represented by Outstanding Notes	Principal Amount Tendered*
Total

* Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. See Instruction 6.

6.00% SUBORDINATED NOTES DUE 2015
Name(s) and Address(es) of Registered Holder(s) or Name of DTC Participant and Participant’s DTC Account Number in which Outstanding Notes are Held (Please fill in)	Aggregate Principal Amount Represented by Outstanding Notes	Principal Amount Tendered*
Total

* Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. See Instruction 6.

2

5.50% SUBORDINATED NOTES DUE 2015
Name(s) and Address(es) of Registered Holder(s) or Name of DTC Participant and Participant’s DTC Account Number in which Outstanding Notes are Held (Please fill in)	Aggregate Principal Amount Represented by Outstanding Notes	Principal Amount Tendered*
Total

* Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. See Instruction 6.

This Letter of Transmittal is to be used in connection with the book-entry transfer of Outstanding Notes to an account maintained by Global Bondholder Services Corporation (the “Depositary and Exchange Agent”) at The Depository Trust Company (the “Book-Entry Transfer Facility”) pursuant to the procedures set forth in the Offering Circular under the caption “The Exchange Offer—Procedures for Tendering the Outstanding Notes” if an agent’s message (as defined in the Offer to Purchase) is not being sent through the Book-Entry Transfer Facility’s Automated Tender Offer Program. DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY AND EXCHANGE AGENT.

THERE ARE NO GUARANTEED DELIVERY PROCEDURES APPLICABLE TO THE EXCHANGE OFFER. HOLDERS MUST TENDER THEIR NOTES IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE OFFERING CIRCULAR AND THIS LETTER OF TRANSMITTAL.

¨ CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE DEPOSITARY AND EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution(s)                                                                                                                                                             

The Depository Trust Company Account Number                                                                                                                            

Transaction Code Number                                                                                                                                                                          

3

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

1. The undersigned hereby tenders to the Company the aggregate principal amount of Outstanding Notes indicated above upon the terms and subject to the conditions set forth in the Offer to Exchange, dated June 1, 2009, and in this Letter of Transmittal (which together constitute the “Exchange Offer”), receipt of which is hereby acknowledged.

2. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Outstanding Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges, interests, restrictions of any kind and encumbrances and not subject to any adverse claim when the same are accepted by the Company.

3. Subject to and effective upon acceptance for exchange of, and subsequent exchange of, Outstanding Notes, tendered with this Letter of Transmittal in accordance with the terms of the Exchange Offer, the undersigned hereby (i) irrevocably sells, assigns and transfers to or upon the order of the Company all right, title and interest in and to all the Outstanding Notes tendered hereby, and (ii) irrevocably constitutes and appoints the Depositary and Exchange Agent as the true and lawful agent and attorney­in-fact of such holder with respect to any such tendered Outstanding Notes, with full power of substitution and resubstitution (such power of attorney being deemed to be an irrevocable power coupled with an interest) to (a) transfer ownership of such Outstanding Notes on the account books maintained by the Book-Entry Transfer Facility, together, in any such case, with all accompanying evidences of transfer and authenticity, to the Company, (b) present such Outstanding Notes for transfer on the relevant security register and (c) receive all benefits or otherwise exercise all rights of beneficial ownership of such Outstanding Notes (except that the Depositary and Exchange Agent will have no rights to, or control over, funds from the Company, except as agent for the tendering holders, for accrued interest for any tendered Outstanding Notes that are exchanged for New Notes), all in accordance with the terms of and conditions of the Exchange Offer.

4. The undersigned understands that if the undersigned tenders Outstanding Notes and the Company accepts the Outstanding Notes for exchange, such acceptance will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions set forth in the Offering Circular and this Letter of Transmittal.

5. The undersigned understands that, under certain circumstances and subject to certain conditions of the Exchange Offer (each of which the Company may waive), set forth in the Offering Circular under the caption “The Exchange Offer—Conditions of the Exchange Offer,” the Company may not be required to accept for exchange any of the Outstanding Notes tendered (including any Outstanding Notes tendered after the Expiration Date). Any Outstanding Notes not accepted for exchange will be returned promptly to the undersigned at the address set forth above, unless otherwise indicated below under “Special Issuance Instructions.”

6. The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Outstanding Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in the Offering Circular under the caption “The Exchange Offer — Withdrawal of Tenders; Absence of Appraisal Rights.” See Instruction 7.

7. Unless otherwise indicated in the box entitled “Special Issuance Instructions” below, the New Notes (and, if applicable Outstanding Notes not exchanged) will be credited to the account indicated above maintained at the Book-Entry Transfer Facility.

THE UNDERSIGNED ACKNOWLEDGES THAT THE EXCHANGE OFFER IS SUBJECT TO THE MORE DETAILED TERMS SET FORTH IN THE OFFERING CIRCULAR AND, IN CASE OF ANY CONFLICT BETWEEN THE TERMS OF THE OFFERING CIRCULAR AND THIS LETTER OF TRANSMITTAL, THE TERMS OF THE OFFERING CIRCULAR SHALL PREVAIL.

THE UNDERSIGNED, BY COMPLETING THE APPLICABLE BOX IN THE FOREPART OF THIS LETTER OF TRANSMITTAL AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH IN THE BOX ABOVE.

4

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if Outstanding Notes delivered by book-entry transfer which are not accepted for exchange or New Notes are to be returned by credit to an account maintained at the Book-Entry Transfer Facility other than the account indicated above.

Issue:    ¨  New Notes    ¨  Outstanding Notes (check as applicable) to:

Name:

(Please Type or Print)

(Please Type or Print)

(Please Type or Print)

Address:

Zip Code

Credit unexchanged Outstanding Notes delivered by book-entry transfer or New Notes to the Book-Entry Transfer Facility account set forth below.

(Book-Entry Transfer Facility

Account Number, If Applicable)

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) MUST BE TRANSMITTED TO, AND RECEIVED BY, THE DEPOSITARY AND EXCHANGE AGENT AT OR PRIOR TO 11:59 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

5

PLEASE SIGN ON THIS PAGE

(TO BE COMPLETED BY ALL TENDERING HOLDERS)

X	, 2009
X	, 2009
X	, 2009
Signature(s) of Holder(s)	Date

Area Code and Telephone Number                                                                                                                                                         

If this Letter of Transmittal is signed by a Book-Entry Transfer Facility participant whose name appears as the owner of the Outstanding Notes tendered hereby, the signature must correspond with the name shown on the security position listing. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 2.

Name(s):                                                                                                                                                                                                          

Capacity:                                                                                                                                                                                                         

Address:                                                                                                                                                                                                           

Telephone:                                                                                                                                                                                                       

Employer Identification or Social Security Number:                                                                                                                       

SIGNATURE GUARANTEE

(if required by Instruction 3)

Signature(s) Guaranteed

by an Eligible Institution:

(Authorized Signature)                                                                                                                                                                                

(Title)

(Name and Firm)

(Authorized Signature)

(Date)

6

INSTRUCTIONS

1. Delivery of this Letter of Transmittal.

A properly completed Letter of Transmittal (or manually signed facsimile thereof), with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Depositary and Exchange Agent at the address set forth herein at or prior to 11:59 p.m., New York City time, on the Expiration Date, unless an agent’s message is being sent through the Book-Entry Transfer Facility’s Automated Tender Offer Program (“ATOP”). Outstanding Notes tendered hereby must be in denominations or principal amount at maturity of $1,000 or any integral multiple thereof. See “The Exchange Offer—Procedures for Tendering the Outstanding Notes” in the Offering Circular.

THERE ARE NO GUARANTEED DELIVERY PROVISIONS IN CONNECTION WITH THE OFFER. THE METHOD OF DELIVERY OF NOTES AND OTHER DOCUMENTS TO THE DEPOSITARY AND EXCHANGE AGENT, INCLUDING DELIVERY THROUGH DTC AND ANY ACCEPTANCE OF AN AGENT’S MESSAGE TRANSMITTED THROUGH ATOP, IS AT THE ELECTION AND RISK OF THE HOLDER, AND DELIVERY WILL BE DEEMED MADE WHEN ACTUALLY RECEIVED BY THE DEPOSITARY AND EXCHANGE AGENT. INSTEAD OF EFFECTING DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IF SUCH DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE REGISTERED MAIL, VALIDLY INSURED, WITH RETURN RECEIPT REQUESTED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE DEPOSITARY AND EXCHANGE AGENT AT OR PRIOR TO 11:59 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. NO LETTER OF TRANSMITTAL OR ANY OTHER DOCUMENTS SHOULD BE SENT TO THE COMPANY.

See “The Exchange Offer” section in the Offering Circular.

2. Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures.

If this Letter of Transmittal is signed by a Book-Entry Transfer Facility participant whose name is shown as the owner of the Outstanding Notes tendered hereby, the signature must correspond exactly with the name as on the security position listing as the owner of the Outstanding Notes.

If any tendered Outstanding Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If this Letter of Transmittal or any bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted with this Letter of Transmittal.

Signatures on bond powers required by this Instruction 2 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 (each, an “Eligible Institution”).

Signatures on the Letter of Transmittal need not be guaranteed by an Eligible Institution if the Outstanding Notes are tendered (i) by a registered holder of Outstanding Notes (which term, for purposes of the Exchange Offer, includes any participant in the Book-Entry Transfer Facility system whose name appears on a security position listing as the holder of such Outstanding Notes) who has not completed the box entitled “Special Issuance Instructions” on this Letter of Transmittal, or (ii) for the account of an Eligible Institution.

7

3. Special Issuance Instructions.

Tendering holders of Outstanding Notes should indicate in the box above under “Special Issuance Instructions” the account to which New Notes issued pursuant to the Exchange Offer and Outstanding Notes not exchanged are to be credited, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated and such person named must properly complete an Internal Revenue Service Form W-9, a Form W-8BEN, a Form W-8ECI or a Form W-8IMY.

4. Transfer Taxes.

Tendering holders of Outstanding Notes will not be obligated to pay any transfer taxes in connection with a tender of their Outstanding Notes for exchange unless a holder instructs the Company to register New Notes in the name of, or requests that Outstanding Notes not tendered or not accepted in the Exchange Offer be returned to, a person other than the registered tendering holder, in which event the registered tendering holder will be responsible for the payment of any applicable transfer tax. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed to such tendering holder and the Depositary and Exchange Agent will retain possession of an amount of New Notes or Outstanding Notes, as the case may be, with a face amount equal to the amount of such transfer taxes due by such tendering holder pending receipt by the Depositary and Exchange Agent of the amount of such taxes.

5. Waiver of Conditions.

The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Offering Circular.

6. Partial Tenders; No Conditional Tenders.

If less than all of the principal amount of Outstanding Notes owned by a holder are tendered, the holder must fill in the principal amount of such Outstanding Notes tendered in the third column of the applicable box in the forepart of this Letter of Transmittal. The entire principal amount represented by the Outstanding Notes delivered to the Depositary and Exchange Agent will be deemed to have been tendered, unless otherwise indicated. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Outstanding Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Outstanding Notes for exchange.

Although the Company intends to notify holders of defects or irregularities with respect to tenders of Outstanding Notes, neither the Company, the Depositary and Exchange Agent nor any other person shall incur any liability for failure to give any such notice.

7. Withdrawal of Tenders.

Tenders of Outstanding Notes in connection with the Exchange Offer may be withdrawn at any time prior to 11:59 p.m., New York City time, on the Expiration Date. Tenders of Outstanding Notes may not be withdrawn at any time after such time unless the Exchange Offer is extended, in which case tenders of Outstanding Notes may be withdrawn at any time prior to the new expiration time, as extended. Beneficial owners desiring to withdraw Outstanding Notes previously tendered should contact the Book-Entry Transfer Facility participant through which such beneficial owners hold their Outstanding Notes. In order to withdraw Outstanding Notes previously tendered, a Book-Entry Transfer Facility participant may, prior to the Expiration Date, withdraw its instruction previously transmitted through ATOP by (a) withdrawing its acceptance through ATOP or (b) delivering to the Depositary and Exchange Agent by mail, hand delivery or facsimile transmission, notice of withdrawal of such instruction. The notice of withdrawal must contain the name and number of the Book-Entry Transfer Facility participant. Withdrawal of a prior instruction will be effective upon receipt of the notice of withdrawal by the Depositary and Exchange Agent. All signatures on a notice of withdrawal must be guaranteed by an Eligible Institution. However, signatures on the notice of withdrawal need not be guaranteed if the Outstanding Notes

8

being withdrawn are held for the account of an Eligible Institution. A withdrawal of an instruction must be executed by a Book-Entry Transfer Facility participant in the same manner as such Book-Entry Transfer Facility participant’s name appears on its transmission through ATOP to which such withdrawal relates. A Book-Entry Transfer Facility participant may withdraw a tender only if such withdrawal complies with the provisions described in this paragraph.

Withdrawals of tenders of Outstanding Notes may not be rescinded and any Outstanding Notes withdrawn will thereafter be deemed not validly tendered for purposes of the Exchange Offer. Properly withdrawn Outstanding Notes, however, may be retendered by following the procedures described above at any time at or prior to 11:59 p.m., New York City time, on the Expiration Date.

8. Validity of Surrender; Irregularities.

All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Outstanding Notes will be determined by the Company in its sole discretion, which determination will be final and binding on all parties. The Company reserves the absolute right to reject any and all Outstanding Notes not properly tendered or any Outstanding Notes the Company’s acceptance of which would, in the opinion of counsel for the Company, be unlawful. The Company also reserves the right to waive any defects, irregularities, or conditions of tender as to particular Outstanding Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions of this Letter of Transmittal) will be final and binding on all parties, provided that the Company will not waive any condition to the Exchange Offer with respect to an individual holder of Outstanding Notes unless the Company waives that condition for all holders.

9. Requests for Assistance or Additional Copies.

Questions relating to the procedure for tendering may be directed to the Depositary and Exchange Agent at the address and telephone number indicated above. Requests for additional copies of the Offering Circular, this Letter of Transmittal and other related documents may be directed to Global Bondholder Services Corporation, the Information Agent for the Exchange Offer, at (212) 430-3774 (banks and brokers) or (866) 857-2200 (all others).

9

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.

EX-99.T3G

EXHIBIT T3G

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2) [    ]

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

(State of incorporation if not a U.S. national bank)	95-3571558 (I.R.S. employer identification no.)
700 South Flower Street Suite 500 Los Angeles, California (Address of principal executive offices)	90017 (Zip code)

ZIONS BANCORPORATION

(Exact name of obligor as specified in its charter)

Utah (State or other jurisdiction of incorporation or organization)	87-0227400 (I.R.S. employer identification no.)
One South Main Street, 15th Floor Salt Lake City, Utah (Address of principal executive offices)	84133 (Zip code)

2009 5.65% Subordinated Notes due 2014

2009 6.00% Subordinated Notes due 2015

2009 5.50% Subordinated Notes due 2015

(Title of the indenture securities)

1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

3. A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

4. A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-152875).

6. The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

2

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, and State of California, on the 29th day of May, 2009.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:	/S/    MELONEE YOUNG
Name:	MELONEE YOUNG
Title:	VICE PRESIDENT

3

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

At the close of business March 31, 2009, published in accordance with Federal regulatory authority instructions.

	Dollar Amounts in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		1,267
Interest-bearing balances		88,233
Securities:
Held-to-maturity securities		22
Available-for-sale securities		444,137
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold		0
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		0
LESS: Allowance for loan and lease losses		0
Loans and leases, net of unearned income and allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		12,131
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		1
Not applicable
Intangible assets:
Goodwill		876,153
Other intangible assets		265,381
Other assets		153,750
Total assets	$	1,841,075

1

	Dollar Amounts in Thousands
LIABILITIES
Deposits:
In domestic offices	1,807
Noninterest-bearing	1,807
Interest-bearing	0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased	0
Securities sold under agreements to repurchase	0
Trading liabilities	0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)	268,691
Not applicable
Not applicable
Subordinated notes and debentures	0
Other liabilities	174,621
Total liabilities	445,119
Minority interest in consolidated subsidiaries	0
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,000
Surplus (exclude all surplus related to preferred stock)	1,121,520
Retained earnings	269,980
Accumulated other comprehensive income	3,456
Other equity capital components	0
Total equity capital	1,395,956
Total liabilities, minority interest, and equity capital	1,841,075

I, Karen Bayz, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Karen Bayz ) Vice President

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Troy Kilpatrick, MD	)
Frank P. Sulzberger, MD	)	Directors (Trustees)
William D. Lindelof, VP	)

2